What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 249 added, 261 removed, 99 unchanged (84% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021

Condensed Statements of Operations for the Three and Nine Months ended September 30, 2022 and 2021 (unaudited)

Condensed Statements of Shareholder’s Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021 (unaudited)

Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022

Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)

Condensed Statements of Shareholder’s Equity for the Three Months Ended March 31, 2023 and 2022 (unaudited)

Condensed Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

MEDIA CORPORATION

September 30,

BALANCE SHEETS

current assets

Cash and cash equivalents

Prepaid expenses

Total current assets

Property and equipment, net

LIABILITIES & STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities

Senior Secured Convertible Promissory Notes

Total current liabilities

Total liabilities

Stockholders’ equity

Preferred stock, $ 0.001 par value, 24,000,000 shares authorized;

no shares issued and outstanding, respectively

Preferred Series A, $ 0.001 par value, 1,000,000 shares authorized;

113,154 and 0 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 250,000,000 shares authorized;

and equipment, net

software costs, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

current liabilities

and contingencies

Stockholders’

stock - 20,000,000 shares authorized:

stock - Series A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized;

128,312 and 125,865 shares issued and outstanding,

Preferred Stock Value

stock, $ 0.001 par value, 250,000,000 shares authorized;

7,126,336 and 7,108,336 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

( 1,655,388 )

Total stockholders’ equity

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

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

unaudited financial statements.

paid in capital

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Total revenue

STATEMENTS OF OPERATIONS

the Three Months Ended March 31,

and marketing

and development

and administrative

and amortization

Operating Expenses

Cost of revenue

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

$ ( 292,935 )

$ ( 295,994 )

$ ( 792,445 )

$ ( 529,758 )

Earnings per common share - Basic and diluted

Weighted average common shares outstanding -Basic and diluted

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

financial statements.

From Operations

Income (Expense):

Other Income (Expense)

Loss Before Income Taxes

for Income Taxes (Benefit)

on preferred stock

Income (Loss) Available to Common Stockholders

Income (Loss) Per Common Share:

Average Common Shares Outstanding:

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

of Stockholders’ Equity

Preferred Series A

For the Three Months Ended September 30, 2022 and 2021

Balance at June 30, 2022

$ ( 1,362,452 )

Preferred Series A issued for cash

Preferred Series A issued for conversion of notes and accrued interest

Common Stock issued for cash

Common Stock issued for services

Common Stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

Preferred Stock

Balance at December 31, 2021

$ ( 862,942 )

Balance at June 30, 2021

Common Stock issued for investment

$ ( 224,372 )

Balance at September 30, 2021

Balance at March 31, 2022

$ ( 1,087,314 )

For the Nine Months Ending September 30, 2022 and 2021

Balance at December 31, 2022

( 2,084,707 )

Preferred Series A issued for cash

Preferred Series A issued for conversion of notes and accrued interest

Common Stock issued for cash

Preferred Series A issued for dividends

Proceeds from stock subscription receivable

Common Stock issued for services

Common Stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

$ ( 720,305 )

Balance at December 31, 2020

Common stock issued for services

Common stock issued for cash

Balance at September 30, 2021

Balance at March 31, 2023

$ ( 2,807,459 )

The accompanying unaudited notes are an integral part of these condensed unaudited financial statements.

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

of Cash Flows

The Nine Months Ending September 30,

Cash flows from operating activities

$ ( 792,445 )

$ ( 529,758 )

Depreciation expense

Stock issued for services

Interest expense converted to stock

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

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Purchase of property and equipment

Purchase of intangible assets, Trademarks

Net cash used in investing activities

Cash flows from financing activities

Proceeds from sale of common stock

Proceeds from loan – related party

Proceeds from sale of preferred Series A

Net cash provided by financing activities

Net (decrease) increase in cash

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental disclosures of noncash financing activities:

Preferred Series A issued for conversion of notes payable

Common stock issued for conversion of notes payable and accrued interest

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

financial statements.

STATEMENTS OF CASH FLOWS

the Three Months Ended March 31,

flows from operating activities:

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

and amortization expense

issued for services

in operating assets and liabilities:

payable and accrued expenses

cash used in operating activities

flows from investing activities:

software costs

cash used in investing activities

flows from financing activities:

from sale of common stock

cash provided by financing activities

(decrease) increase in cash

beginning of year

disclosures of cash flow information:

paid during period for interest

paid during period for taxes

disclosure of non-cash investing and financing activities:

Series A shares issued for dividends

accompanying notes are an integral part of these unaudited condensed financial statements.

Media Corporation

1 unchanged sentence

1 - Business Organization and Nature of Operations

Thumzup Media Corporation

(“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and

its headquarters is located in Los Angeles.

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

Thumzup 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.

The Thumzup 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 account(s).

As of the date of this filing, Instagram is the Company’s

initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs.

expects to add other social media platforms in the future.

For the advertiser, the Thumzup system enables brands to get real people to

promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive professional

The Company has recorded nominal revenues during the first nine months of 2022 and continues with the development of enhancements

to its App and marketing efforts.

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,

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

estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs.

Actual results

may differ from these estimates.

and Cash Equivalents

1 unchanged sentence

less when purchased.

As of September 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $ 1,099,761 and

$ 424,445 , respectively.

expenses consist prepaid professional fees related to a scheduled filing and other receivables of $ 123,838 and $ 0 at September 30, 2022

and December 31, 2021, respectively.

of March 31, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 528,330 and $ 1,155,343 , respectively.

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 March 31, 2023 and December 31, 2022, the uninsured balances amounted to $ 278,330 and $ 905,343 , respectively.

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

of March 31, 2023 and December 31, 2022, the Company had $ 2,903 and $ 2,903 in prepaid expenses, respectively.

The Company’s

prepaid expenses as of December 31, 2022 consisted primarily of fees paid to a consultant for business development services which were

rendered in April 2023.

and Equipment

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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 nine months ended September 30, 2022 and 2021 was $ 1,620 and $ 476 , respectively.

Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers.

The underlying principle of ASC 606 is

to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration

that we expect to receive in exchange for those goods or services.

The Company applies the following five steps in order to determine

the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

the contract with a customer;

the performance obligations in the contract;

We evaluate the appropriateness of remaining depreciable lives assigned

to computer equipment at the end of each fiscal year.

Depreciation expense for the three months ended March 31, 2023 and 2022 was $ 540 and

$ 540 , respectively.

Software Development Costs

capitalize certain costs related to the development and enhancement of the Thumzup platform.

In accordance with authoritative guidance,

we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully

completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software

would be used as intended.

Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of

the related asset, generally estimated to be three years.

Costs incurred prior to meeting these criteria together with costs incurred

for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of

Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and

expensed over the estimated useful life of the enhancements, generally seven years.

The accounting for these capitalized software costs

requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software

development costs.

For the three months ended March 31, 2023 and 2022, we capitalized $ 52,288 and $ 0 of costs related to the development

of software applications, respectively.

Amortization of capitalized software costs was $ 1,867 and $ 0 for the three months ended March

31, 2023 and 2022.

Capitalized software was $ 50,421 and $ 0 , net of accumulated amortization of $ 1,867 and $ 0 at March 31, 2023 and December

31, 2022, respectively.

Company recognizes revenue when services are performed.

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 performance obligations in the contract;

revenue as the performance obligation is satisfied.

Company realizes revenue upon the fulfillment of its performance obligations to customers.

As of September 30, 2022 and December 31,

2021, the Company had deferred revenue of $ 2,863 and $ 0 , respectively, for contracts under which the customer had paid for and the Company

had not yet delivered.

and Development Costs

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

Thumzup TM 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 nine months ended September 30, 2022 and 2021, research and development costs for software were expensed when incurred

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

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

9 unchanged sentences

as income or expense in the period that includes the enactment date of that rate.

Company has an accumulated deficit of approximately $ 1,655,388 as of September 30, 2022, and at the current corporate tax rate of 21 %

results in an estimated net operating loss (“NOL”) of $ 348,000 .

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 the realization

of such tax assets.

Company has no tax positions as of March 31, 2023 and December 31, 2022 for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the three months ending March 31, 2023 and 2022, 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.

Denotes a management contract or

compensatory plan.

The computation of basic and diluted income (loss) per share, for the three months ended March 31, 2023 and 2022

excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than

the average market price of the common stock during the period.

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

shares issuable upon conversion of convertible notes

shares issuable upon conversion of preferred stock

potentially dilutive shares

Accounting Pronouncements

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

As a result, the Company will not separately present in equity an embedded conversion feature in such debt.

Instead, we will

account for a convertible debt instrument wholly as debt, unless certain other conditions are met.

We expect the elimination of these

models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling

under the scope of those models before the adoption of ASU 2020-06.

Also, ASU 2020-06 requires the application of the if-converted method

for calculating diluted earnings per share and the treasury stock method will be no longer available.

The provisions of ASU 2020-06 are

applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after

December 15, 2020.

The adoption of this update did not have a material impact on the Company’s consolidated financial statements

and related disclosures.

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

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from the outcome of these uncertainties.

Company is a beginning revenue, software and services company that has relied on short-term debt and equity funding for its operations.

At September 30, 2022 and December 31, 2021, the Company had a cash balance of $ 1,099,761 and $ 424,445 , respectively.

The Company used

$ 851,984 to fund operating activities for the nine months ended September 30, 2022 and had an accumulated deficit of $ 1,655,388 .

the third quarter ended September 30, 2022, the Company sold 17,558 shares of its Series A Preferred stock and received proceeds of $ 790,000 .

4 - Senior Secured Convertible Promissory Notes

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

Notes mature on November 21, 2022 and accrue interest at eight ( 8 %) per year.

Accrued interest may be paid quarterly or converted in

to shares of common stock.

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

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 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

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 is

$ 0.11 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.

The Company 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.

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 September 30, 2022 was $ 0 .

Company recognized its first revenues in December 2021.

It relies on short-term debt and equity funding for its operations.

31, 2023 and December 31, 2022, the Company had a cash balance of $ 528,330 and $ 1,155,343 , respectively, and the Company used $ 607,725 and

$ 222,969 to fund operating activities for the three months ending March 31, 2023 and 2022, respectively.

The Company may need to

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

The Company is currently conducting an offering under Regulation A+, pursuant

to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company is offering

up to 2 million shares of common stock at a purchase price of $ 4.50 per share.

The Company currently has subscriptions for 74,903 shares

for an aggregate subscription amount of $ 333,418.50 in escrow as fully described in the Company’s Form 1-A/A filed on December 23,

The Company will not receive any funds and will not issue any shares of common stock until the transactions are released from escrow.

4 – Shareholders’ Equity

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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, in cash or in-kind at Company’s election, in an amount equal to $ 3.50

holders of Series A Preferred shall be entitled to receive, in cash or in-kind at the Company’s election, in an amount equal

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

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.

September 2022, the Company entered into a Securities Purchase Agreement with five accredited investors.

Pursuant to the Securities Purchase

Agreements, the company sold 17,558 Shares of its Series A Preferred at $ 45.00 per preferred share and received gross proceeds of $ 790,000 .

September 2022, the Company issued 95,596 shares of its Series A Preferred upon conversion of the Senior Secured Promissory Notes and

the associated accrued interest payable of $ 157,733 .

The balance of the Senior Secured Promissory Notes payable at September 30, 2022

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

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.

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.

March 31, 2023 and December 31, 2022, the Company had 128,312 and 125,865 Series A preferred shares

issued and outstanding, respectively.

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

As September 30, 2022 and December

As March 31, 2023 and December

31, 2022, the Company had 7,126,336 and 7,108,336 shares issued and outstanding, respectively.

August 2022, the Company sold 11,000 shares of common stock at $ 3.00 per share to accredited investors within the meaning of the federal

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

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

associated accrued interest payable of $ 85,543 .

The balance of the Senior Secured Promissory Notes payable at September 30, 2022 and

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

the nine months ended September 30, 2022, the Company sold 82,333 shares of common stock at $ 1.50 per share and 193,501 shares of common

stock at $ 2.00 per share 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 Company issued 2,000 shares of common stock to an outside consultant for services and

recognized an expense of $ 18,380 .

the three nine ended September 30, 2021, the Company issued 30,000 shares of common stock to its legal counsel at par value per share

of $ 0.001 , pursuant to an engagement letter entered into in December 2020, and sold 724,500 shares of common stock at $ 1.00 per share

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 Company received proceeds from the sales of $ 724,500 .

the three months ended March 31, 2023, the Company issued 18,000 shares of common stock valued at $ 132,000 for services rendered.

5 – Contingencies

Company is subject to risks and uncertainties as a result of the COVID-19 pandemic.

The severity of the impact of the COVID-19 pandemic

on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic

and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain

and cannot be predicted.

As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic

may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Russia-Ukraine

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impact our business.

6 – Related Party Transactions

November 18, 2022, the Company entered into a Media Relations Services Agreement (the “Media Relations Services Agreement”)

with Elev8 New Media, LLC (“Elev8”), of which one of our directors, Robert Haag, is a member.

Under the terms of the agreement,

the Company will pay Elev8 $ 6,500 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.

In addition to the monthly fee, the Company has paid Elev8 an aggregate of $ 20,000 for a social

media marketing campaign and an aggregate of $ 15,000 for a marketing plan aimed at garnering more followers for the Company’s

social media accounts.

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 amount

is currently in escrow and will not be recorded until released.

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 the Company’s Certificate of Designation.

7 – Subsequent Events

October 1, 2022, the Company entered into an employment agreement with Robert Steele for his services as Chief Executive Officer.

the terms of the employment agreement, Mr.

Steele receives a salary of $ 5,000 per month.

October 1 to November 7, 2022, the Company issued 3,335 shares of Series A Preferred stock for cash proceeds of $ 150,000 .

October 31, 2022, a majority of the shareholders of the Company adopted a resolution to increase the Company’s authorized capital

from 100,000,000 to 275,000,000 of which consist of 250,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend

the Articles of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to

which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-2

up to 1-for-10 (each, a “Reverse Stock Split”), provided that, the Company shall not effect Reverse Stock Splits that, in

the aggregate, exceed 1-for-10 .

October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend

the Articles of Incorporation to effect one or more forward splits of the issued and outstanding shares of Common Stock, pursuant to

which the shares of Common Stock would be increased at a ratio within the range from 2-for-1 up to 10-for-1 (each, a “Forward Stock

Split”), provided that, the Company shall not effect Forward Stock Splits that, in the aggregate, exceed 10-for-1.

November 4, 2022, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to authorize 275,000,000

shares of the Company, of which consist of 250,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

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

Company is currently conducting an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23,

2022 and qualified on January 9, 2023, through which the Company is offering up to 2 million shares of common stock at a purchase price

of $ 4.50 per share.

The Company currently has subscriptions for 74,903 shares for an aggregate subscription amount of $ 333,418.50 in

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

The Company will not receive any funds and will

not issue any shares of common stock until the transactions are released from escrow.

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-Q

Item 1. Financial Statements