Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
The
Company’s common stock is not traded on a national exchange. As of the date of this filing, Company’s common stock is quoted
on the OTCQB tier of OTC Markets Group with a trading symbol of “TZUP.”
As
of March 29, 2023, there were 7,126,336 shares of the registrant’s common stock outstanding,
Holders
of Record
As
of March 29, 2023 there were 77 stockholders of record. The number of record holders was determined from the records of our transfer
agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers,
and registered clearing agencies. The transfer agent of our Common Stock is Securitize (Pacific Stock Transfer), located at 6725 Via
Austi Pkwy Suite 300, Las Vegas, NV 89119.
The
Company’s authorized capital stock consists of 250,000,000 shares of Common Stock, par value $0.001 per share, 25,000,000 shares
of blank check preferred stock, par value $0.001 per share, of which 1,000,000 have been designated as Series A Preferred Convertible
Voting stock. As of March 26, 2023, 7,126,336 shares of Common Stock and 128,312 shares of Series A Preferred Convertible Voting stock
were issued and outstanding. All outstanding shares of the Company’s Common Stock and Series A Preferred Convertible Voting Stock
are duly authorized, validly issued, fully-paid and non-assessable. As of the date of this Annual Report on Form 10-K, only shares of
Common Stock and Series A Preferred Convertible Voting Stock are outstanding.
Dividend
Policy
We
have not declared or paid any cash dividends on our common stock during the fiscal year and do not currently anticipate paying cash dividends
in the foreseeable future.
Recent
Sales of Unregistered Securities
During
the year ended December 31, 2022, the Company sold 286,834 shares of common stock for cash proceeds of $737,000. From September 21, 2022
to December 29, 2022, the Company sold 28,004 shares of Series A Preferred Convertible Voting Stock for aggregate proceeds of $1,259,995. The Company incurred $149,137 in offering costs. The offers and sales were made in reliance on the exemption
from registration provided by Section 4(a)(2). Each beneficial note holder was an “accredited investor” and/or “sophisticated
investor” pursuant to Rule 501(a) of Regulation D under the Securities Act, who provided the Company with representations, warranties
and information concerning their respective qualifications as an “sophisticated investor” and/or “accredited investor.”
The Company provided and made available to each purchaser full information regarding its business and operations. There was no general
solicitation in connection with the offer or sale of the restricted securities. The purchasers acquired the restricted common stock for
their own account, for investment purposes and not with a view to public resale or distribution thereof. The Company’s use of proceeds
was for corporate and products development and general working capital.
ITEM
6. [RESERVED]
29
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