What changed in this filing

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Item 1A. Risk Factors

2024-03-20 compared with 2023-03-31 · 73 added, 50 removed, 497 unchanged (20% of the section changed)

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minimal revenue.

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

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

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

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

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

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

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

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

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

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

As a result, the Company will require

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

The Company cannot assure

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

of twelve months.

Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $1,573,891

and $587,863, net offering costs of $17,601 and $149,137, along with sales of preferred stock of $0 and $1,259,995, during the years

ended December 31, 2023 and 2022, respectively.

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

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

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

Pending its ability to generate adequate cash flow, as to which no assurance

can be given, the Company likely will continue to incur significant losses in the foreseeable future for various reasons, including unforeseen

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

As a result, the Company will require additional funding

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

The Company cannot assure that its available

funds will be sufficient to meet its anticipated needs for working capital and capital expenditures through any period of twelve months.

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

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

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

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

For the year ended

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

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

the year ended December 31, 2023, we incurred a net loss available to shareholders of $3,324,180 primarily due to software research

and development expenses of $513,088, marketing expenses of $855,270, professional and consulting expenses of $727,554, and general

and administrative expenses of $395,624.

For the year ended December 31, 2022, the Company incurred a net loss available to

shareholders of $1,504,681, primarily due to software research and development expenses of $567,408, marketing expenses of $224,088,

and general and administrative expenses of $418,940.

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

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

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

interest on the senior secured convertible promissory notes.

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

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

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

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

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

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

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

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

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

The Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock

of $1,573,891 and $587,863, net offering costs of $17,601 and $149,137, along with sales of preferred stock of $0 and $1,259,995, during

the years ended December 31, 2023 and 2022, respectively.

of December 31, 2023, the Company had total Shareholders’ equity of $349,327, an accumulated deficit of $5,691,803, and cash and

cash equivalents of approximately $259,212.

Although the Company had cash on hand of $259,212 as of December 31, 2023, there is no assurance

that these funds will prove adequate beyond twelve months.

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

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

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

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

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

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

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

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

be available.

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or “layering” of multiple risk factors may significantly increase the risk of loss on share of the Company’s common

the various risks discussed in this Offering Circular are generally described separately, investors should consider the potential effects

of the interplay of multiple risk factors.

Where more than one significant risk factor is present, the risk of loss to an investor may

be significantly increased.

In considering the potential effects of layered risks, an Investor should carefully review the descriptions

of the shares.

the various risks discussed in this report are generally described separately, investors should consider the potential effects of the

interplay of multiple risk factors.

Where more than one significant risk factor is present, the risk of loss to an investor may be significantly

In considering the potential effects of layered risks, an Investor should carefully review the descriptions of the shares.

business is sensitive to consumer spending, inflation and economic conditions.

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

or security breaches of our networks or information technology systems could have an adverse effect on our business.

rely heavily on information technology (IT) both in our products and services for customers and in our IT systems used to run our

Further, we collect and store sensitive information in cloud-based data centers and on our networks.

Government agencies

and security experts have warned about growing risks of hackers, cyber-criminals, malicious insiders and other actors targeting confidential

information and all types of IT systems.

These actors may engage in fraudulent activities, theft of confidential or proprietary information

and sabotage or ransomware.

IT systems, our connected products, and our confidential information may be vulnerable to damage or intrusion from a variety of attacks

including computer viruses, worms or other malicious software programs.

The risk of such attacks may increase as we integrate newly acquired

companies or develop new connected products and related software.

These attacks pose a risk to the security of our products, private

data, systems and networks and those of our customers, suppliers and third-party service providers, as well as to the confidentiality

of our information and the integrity and availability of our data.

While we attempt to mitigate these risks through board oversight,

hiring additional internal cyber-security professionals to manage these risks, enhancing controls, due diligence, employee training

and communication, third party intrusion testing, system hardening, email and web filters, regular patching, multi-factor authentication,

surveillance, encryption, and other measures, we remain vulnerable to information security threats.

monitor certain cyber security threats and vulnerabilities in our systems, and we have experienced viruses and attacks targeting our

IT systems and networks.

Such prior events, to date, have not had a material impact on our financial condition, results of operations

or liquidity.

Despite the precautions we take, we have had, and could have again, an intrusion or infection of our systems or connected

While such intrusions or infections to date have not resulted in the significant disruption of our business, or a

loss of proprietary or confidential information, we cannot guarantee the same for future intrusions or infections.

Similarly, an attack

on our IT systems or connected products could result in theft or disclosure of trade secrets or other intellectual property, a breach

of confidential customer or employee information, or product failure or misuse.

Any such events could have an adverse impact on sales,

harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns.

the threats evolve and become more potent, we may incur additional costs to secure the products that we sell, as well as our data and

infrastructure of networks and devices.

Related to the Common Stock

can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange.

to develop or maintain an active trading market could negatively affect the value of our Common Stock and make it difficult or impossible

for investors to sell their shares in a timely manner.

Failure to develop or

maintain an active trading market could negatively affect the value of our Common Stock and make it difficult or impossible for investors

to sell their shares in a timely manner.

is currently very limited trading of our Common Stock, and an active trading market may never develop.

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public markets with which some investors may have more experience.

we remain determined to work towards getting our securities listed on a national exchange, there can be no assurance that this will occur.

As a result, we may never develop an active trading market for our securities which may limit our investors’ ability to liquidate

their investments.

While we remain determined to work towards getting our securities

listed on a national exchange, there can be no assurance that this will occur.

As a result, we may never develop an active trading market

for our securities which may limit our investors’ ability to liquidate their investments.

Company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company.

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or cease publishing reports about the Company or its business.

UNRESOLVED STAFF COMMENTS.

We do not own or lease any real property.

We run a virtual office model and our business mailing address is 11845 W.

Olympic Blvd, Ste

1100W #13, Los Angeles, CA 90064.

LEGAL PROCEEDINGS.

MINE SAFETY DISCLOSURES.

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 1A. Risk Factors