What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-20 compared with 2023-03-31 · 512 added, 258 removed, 537 unchanged (59% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management,

including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of

the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)

as of the end of the period covered by this report.

Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s

disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports

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

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

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,

during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Company is committed to improving financial organization.

As part of this commitment, management and the Board perform reviews of the

Company’s policies and procedures as they relate to financial reporting in an effort to mitigate future risks of potential misstatements.

The Company will continue to focus on developing and documenting internal controls and procedures surrounding the financial reporting

process, primarily through the use of account reconciliations, and supervision.

Annual Report on Internal Control Over Financial Reporting

annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

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

our internal control over financial reporting.

Disclosure and control procedures

management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the

effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act ) as of the end of the period covered by this report on Form 10-K, and have concluded that, based on

such evaluation, our disclosure controls and procedures were not effective due to the material weakness in our internal control over

financial reporting as of December 31, 2023 as described below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our financial statements and other information contained in our annual report on Form 10-K present fairly, in all material

respects, our business, financial condition and results of operations for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a

-15(f) under the Exchange Act .

Our internal control was designed to provide reasonable assurance to our management and board

of directors regarding the preparation and fair presentation of published financial statements.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s

internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

upon the assessments, management has concluded that as of December 31, 2023, there was a material weakness in our internal control over

financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting

and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a

timely fashion.

the Company has had to restate its audited financials for the year ended December 31, 2022 due the inadvertent omission of certain liquidated

damages accrued during the year ended December 31, 2022 which further demonstrates the Company’s ineffective internal controls.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

To remediate our material weaknesses,

we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial

reporting matters;

however, such remediation efforts are largely dependent upon our securing additional financing or generating significant

revenue to cover the costs of implementing the changes required.

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate

for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

OTHER INFORMATION.

36 unchanged sentences

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.

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.

10 unchanged sentences

our other most highly compensated executive officers, or the named executive officers, as of the end of the 2023 fiscal year.

and Principal Position

Name and Principal Position

Robert Steele

Executive Officer

Chief 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.

On June 1, 2023, the Company increased Mr.

Steele’s compensation to $6,000 per month for his services

as Chief Executive Officer of the Company.

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.

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,

56 unchanged sentences

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.

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

Robert Haag has voting control and investment discretion over securities held by Westside.

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.

Consists of (i) 244,645 shares of common stock held by Westside, (ii) 125 shares of common stock held by Robert Haag, and (iii) 115,943

shares of common stock underlying 29,836 shares of Series A Preferred held by Westside.

Excludes 331,597 shares of common stock underlying

29,836 shares of Series A Preferred held by Westside as such conversion is prohibited by the Series A Blocker.

Consists of 29,836 shares of Series A Preferred held by Westside Strategic Partners, LLC.

Consists of 1,500,223 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.

Pursuant to a non-vote agreement, Mr.

Lupinelli may not vote his shares in any corporate actions.

Joe Thomas is the Managing Member of SLS Group, LLC (“SLS”) and his spouse is a Managing Member of Optimum Holdings, Inc

Joe Thomas has voting control and investment discretion over securities held by SLS and Optimum.

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

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.

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

Consists of (i) 292,089 shares of common stock held by SLS and (ii) 382,475 shares of common stock held by Optimum.

Excludes 794,310

shares of common stock underlying 52,954 shares of Series A Preferred held by Optimum as such conversion is prohibited by the Series

Consists of 52,954 shares of Series A Preferred held by Optimum.

Andrew Haag is the Managing Member of Hampton Growth Resources, LLC (“HGR”).

Andrew Haag has voting control and investment

discretion over securities held by HGR.

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.

of the Exchange Act) of the securities held by HGR.

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.

Consists of 467,591 shares of common stock held by HGR.

Excludes 800,910 shares of common stock underlying 53,394 shares of Series A

Preferred held by HGR as such conversion is prohibited by the Series A Blocker.

Consists of 53,394 shares of Series A Preferred held by HGR.

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

32 unchanged sentences

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.

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, through November 30, 2023, the Company has

paid Elev8 an aggregate of $25,000 for a social media marketing campaign and an aggregate of $15,000 for marketing aimed at

garnering more advertisers and users for its AdTech platform and mobile app, with an additional objective to increase the number of followers

for the Company’s social media accounts.

The vast majority of the funds paid to Elev8 for the social media campaign and marketing

plan were spent with Meta, Google and other social media companies.

Thumzup suspended the Media Relations Agreement with Elev8 on October

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

4 unchanged sentences

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

The subscription is currently

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.

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.

(Pacific stock shows as issued.)

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.

June 27, 2023, Westside subscribed to purchase 11,140 shares of common stock at $4.50 per share for a subscription amount

of $50,130 under the Company’s qualified offering under Regulation A+.

Westside Strategic Partners, LLC received 1,114 shares

of common stock as bonus shares under the terms of the qualified offering under Regulation A+.

The subscription closed on June 29, 2023.

September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate

of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages

due under Registration Rights Agreements for failing to file and maintain a registration statement covering the shares.

September 15, 2023, Westside received a dividend of 558 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

December 4, 2023, Westside entered into a Promissory Note with the Company for $30,000 (“Westside Note”).

The Westside Note

carried an interest rate of 0% and matured on December 8, 2023.

The Company repaid the Westside Note in full on December 5, 2023 for

The Westside Note is retired.

December 15, 2023, Westside received a dividend of 569 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

March 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $50 per share for a subscription in the amount of $50,000.

March 15, 2024, Westside received a dividend of 580 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

40 unchanged sentences

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

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

Form of Common Stock Certificate

6 unchanged sentences

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

First Amendment to Employment Agreement by and between the Company and Robert Steele dated June 1, 2023

Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023

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

30 unchanged sentences

Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Thumzup Media Corporation

of Thumzup Media Corporation

on the Financial Statements

have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2023 and 2022, and the related

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

statements of operations, stockholders’ equity, and cash flows for each of the years in the years ended December 31, 2023 and 2022,

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.

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations

and its cash flows for each of the years ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted

in the United States of America.

Consideration

32 unchanged sentences

Haynie & Company

Salt Lake City, Utah

March 30, 2023

Lake City, Utah

have served as the Company’s auditor since 2021

THUMZUP MEDIA CORPORATION

BALANCE SHEETS

MEDIA CORPORATION

Current assets:

and equipment, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

secured convertible promissory notes

Prepaid expenses

Total current assets

Capitalized software costs, net

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

6,037,836 shares

issued and outstanding, respectively

paid in capital

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock - 25,000,000 shares authorized:

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

142,769 and 125,865 shares issued and outstanding

Preferred stock

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

7,656,488 and 7,108,336 shares issued and outstanding, respectively

Additional paid in capital

Subscription receivable

Accumulated deficit

( 5,691,803 )

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

( 2,367,623 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

OF OPERATIONS

For the Year Ended December 31,

Operating Expenses:

From Operations

Cost of revenues

Sales and marketing

Research and development

Professional and consulting

General and administrative

Depreciation and amortization

Total Operating Expenses

Loss From Operations

( 2,519,030 )

Income (Expense):

( 1,210,614 )

Other Income (Expense):

Loss Before Income Taxes

Expense for liquidated damages

Interest expense

Total Other Income (Expense)

Net Loss Before Income Taxes

( 3,324,180 )

for Income Taxes (Benefit)

( 1,504,681 )

Income (Loss) Available to Common Stockholders

Provision for Income Taxes (Benefit)

( 3,324,180 )

( 1,504,681 )

Income (Loss) Per Common Share:

Average Common Shares Outstanding:

The accompanying notes are an integral part of these

financial statements.

Net Income (Loss) Available to Common Stockholders

$ ( 3,324,180 )

$ ( 1,504,681 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

3 unchanged sentences

Balance at December 31, 2021

Beginning balance, value

Common stock issued for advisory

Common Stock issued for investment

Offering costs

$ ( 862,942 )

$ ( 106,713 )

$ ( 857,255 )

Balance at December 31, 2021

$ ( 862,942 )

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 conversion of notes

Preferred Series A issued for dividends

9 unchanged sentences

$ ( 2,367,623 )

Ending balance, value

$ ( 2,367,623 )

Preferred Series A issued for dividends

Preferred Series A issued for liquidated damages

Common Stock issued for services rendered

Common Stock issued for Reg A + offering and cash

Common Stock offering costs

Stock subscription receivable received

Common stock issued for liquidated damages and accrued interest

$ ( 3,324,180 )

Balance at December 31, 2023

$ ( 5,691,803 )

( 5,691,803 )

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASHFLOWS

For the Year Ended December 31,

6 unchanged sentences

Preferred stock dividend paid with stock

Preferred stock issued for liquidated damages

Common stock issued for liquidated damages

Interest expense paid with stock on conversion

2 unchanged sentences

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Net cash used in operating activities

( 2,326,523 )

( 1,083,960 )

Cash flows from investing activities:

Purchases of property and equipment

Capitalized software costs

Net cash used in investing activities

1 unchanged sentence

Proceeds from sale of common stock

Proceeds from sale of preferred stock

Subscription receivable

Costs incurred for equity sales

Proceeds from sale of preferred stock

Net cash provided by financing activities

23 unchanged sentences

has elected to comply with certain reduced public company reporting requirements.

2 - Restatement

accompanying financial statements include the restatement of the Company’s previously filed balance sheet and the related

statements of operations, changes in shareholder’s equity and cash flows for the year ended December 31, 2022.

connection with the preparation of the Company’s condensed interim financial statements as of and for the fiscal quarter ended

June 30, 2023, the Company identified inadvertent errors in the accounting for certain equity transactions, specifically the liquidated

damages provisions contained in certain of the Company’s equity offerings.

Upon further evaluation, the Company determined

that the liquidated damages should have been accounted for as liabilities and losses for the liquidated damages recorded in the Company’s

statements of operations.

categories of misstatements and their impact on previously reported financial statements for the 2022 annual period are described below:

The recognition, measurement and presentation and disclosure related to the liquidated damages provisions contained

in the Registration Rights Agreements of certain of the Company’s equity offerings.

addition to the restatement of the financial statements, certain information in Note 6 to the financial statements has been restated

to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate.

financial statement misstatements reflected in previously issued financial statements did not impact cash flows from operations, investing,

or financing activities in the Company’s statements of cash flows for any period previously presented.

of restated financial statements to financial statements as previously reported

following tables compare the Company’s previously issued Balance Sheet and Statements of Operations as of and for the year ended

December 31, 2022 to the corresponding restated financial statements for the respective year.

restated balance sheet and statements of operations as of and for the year ended December 31, 2022 are as follows:

MEDIA CORPORATION

of Restated Balance Sheets and Statements of Operations

December 31, 2022

Restatement Adjustment

December 31, 2022

(As Reported)

(As Restated)

Current assets:

Prepaid expenses

Total current assets

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock - 20,000,000 shares authorized:

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

125,865 shares issued and outstanding

Preferred stock

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

7,108,336 shares issued and outstanding

Additional paid in capital

Subscription receivable

Accumulated deficit

( 2,084,707 )

( 2,367,623 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

OF OPERATIONS

December 31, 2022

Restatement Adjustment

December 31, 2022

(As Reported)

(As Restated)

Operating Expenses:

Cost of revenues

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total Operating Expenses

Loss From Operations

( 1,210,614 )

Other Income (Expense):

Expense for liquidated damages

Interest expense

Total Other Income (Expense)

Net Loss Before Income Taxes

( 1,221,765 )

( 1,504,681 )

Provision for Income Taxes (Benefit)

( 1,221,765 )

( 1,504,681 )

Net Income (Loss) Available to Common Stockholders

$ ( 1,221,765 )

$ ( 282,916 )

$ ( 1,504,681 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

3 - 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

Significant estimates include estimates used in the valuation

allowance related to deferred tax assets.

Actual results may differ from these estimates.

2 unchanged sentences

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, 2023 and 2022, the Company’s cash and cash equivalents consisted of $ 259,212 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 December 31, 2023 and 2022, the uninsured balances amounted to $ 1,850 and $ 905,343 , respectively.

There is a risk the Company may

lose uninsured balances over the FDIC insurance limit.

of December 31, 2023 and December 31, 2022, the Company had $ 6,321 and $ 2,903 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.

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

9 unchanged sentences

Depreciation expense for the years ended December 31, 2023 and December 31, 2022

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

was $ 3,499 and $ 2,160 , respectively.

Company recognizes revenue when services are realized.

3 unchanged sentences

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

accordance with ASC 606, the Company recognizes revenue upon 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.

29 unchanged sentences

market accounts.

Software Development Costs

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

In accordance with authoritative guidance,

including A SC 350-40, 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.

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 statements of operations.

Costs incurred for enhancements that were expected to result in additional

features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements,

generally three years.

The Company does not capitalize any testing or maintenance costs.

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 years ended December 31, 2023 and 2022, we capitalized $ 168,513 and

costs related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 25,899 and

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

The balance of capitalized software was $ 142,614 and

net of accumulated amortization of $ 25,899

December 31, 2023 and 2022, respectively.

The Company evaluates its capitalized software costs for impairment annually, at year-end.

As of December 31, 2023,

the Company determined no impairment of its capitalized software costs was warranted.

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

24 unchanged sentences

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

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

Common shares issuable upon conversion of preferred stock

1 unchanged sentence

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.

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 financial statements and related

In November 2023, the FASB issued ASU 2023-07, “Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses

for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker

(“CODM”) evaluates segment expenses and operating results.

The new standard will also allow disclosure of multiple measures

of segment profitability, if those measures are used to allocate resources and assess performance.

The amendments will be effective for

public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,”

which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on

income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful

in making capital allocation decisions.

The standard will be effective for public companies for fiscal years beginning after December

Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial

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.

4 - Going Concern

13 unchanged sentences

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

31, 2022 and 2021, the Company had a cash balance of $ 1,155,343

and $ 424,445 ,

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 .

31, 2023 and 2022, the Company had a cash balance of $ 259,212 and $ 1,155,343 , and the Company used $ 2,326,523 and $ 1,083,960 to fund

operating activities for the years ending December 31, 2023 and 2022, respectively.

For the year ended December 31, 2023 the Company

raised approximately $ 1,574,000 from the sale of 387,798 shares of common stock through a Reg A + offering.

The Company raised approximately

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.

$ 737,000 from the sale of 286,834 shares of its common stock and approximately $ 1,260,000 from the sale of 28,004 shares of Preferred

Series A stock and incurred offering costs of $ 149,137 during the year ended December 31, 2022.

The Company may need to raise additional

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

5 - Senior Secured Convertible Promissory Notes

5 unchanged sentences

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

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, 2023 and December 31, 2022 was $ 0 and

$ 0 , 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.

12 unchanged sentences

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 .

6 – Contingencies

Russia-Ukraine

Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations,

employee base, investments or sanctions.

However, if the conflict escalates, it is unknown whether its direct or indirect effects may

impact our business.

7 - Shareholders’ Equity

Preferred Stock

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

19 unchanged sentences

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.

December 30, 2022, the Company issued 2,265 shares of Series A Preferred shares as dividends.

March 15, 2023, the Company issued 2,447 Series A Preferred shares as dividends.

June 15, 2023, the Company issued 2,495 Series A Preferred shares as dividends.

September 1 to September 14, 2023, the Company entered into waiver agreements pursuant to which the Company issued 6,579 Series

A Preferred shares for the settlement of certain liquidated damages.

September 15, 2023, the Company issued 2,671 Series A Preferred shares as dividends.

December 15, 2023, the Company issued 2,712 Series A Preferred shares as dividends.

December 31, 2023 and 2022, the Company had 142,769 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.

1 unchanged sentence

the Company had 7,656,488 and 7,108,336 shares issued and outstanding, respectively.

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

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 rendered.

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 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 .

the year ended December 31, 2023, the Company issued 28,000 shares of common stock valued at $ 192,040 for services rendered.

the year ended December 31, 2023, the Company issued 389,896 shares of common stock for proceeds of $ 1,573,891 , net offering costs

of $ 17,601 .

the year ended December 31, 2023, the Company issued 130,259 shares of common stock valued at $ 781,684 pursuant to waive

agreements for the settlement of certain liquidated damages.

the year ended December 31, 2023 and 2022, the Company realized losses of $ 392,660 and $ 282,916 , respectively, for liquidated damages

contained in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a

Registration Statement covering the shares sold in those offerings.

From September 1 to 14, 2023, the Company entered into Waiver Agreements

with certain investors pursuant to which the Investors waived certain liquidated damages owed to the Investors by the Company in exchange

for the issuance to the Investors by the Company of 130,259 and 6,579 shares of common and Series A preferred stock,

par value $ 0.001 and $ 0.001 per share, respectively.

The Company realized a $ 266,654 loss on settlement for the issuance

of common stock under the Waiver Agreements.

As of December 31, 2023 and 2022, the accrued liquidated damages and accrued interest is

$ 0 and $ 282,916 , respectively.

8 – Related Party Transactions

have not been a party to any transaction or arrangement in which the amount involved in the transaction exceeded 1% of the average of

our total assets at December 31, 2023 and 2022 and in which any of our directors, executive officers or, to our knowledge, beneficial

owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had

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.

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, through November 30, 2023, the Company has

paid Elev8 an aggregate of $ 25,000 for a social media marketing campaign and an aggregate of $ 15,000 for marketing aimed at

garnering more advertisers and users for its AdTech platform and mobile app, with an additional objective to increase the number of followers

for the Company’s social media accounts.

The vast majority of the funds paid to Elev8 for the social media campaign and marketing

plan were spent with Meta, Google and other social media companies.

Thumzup suspended the Media Relations Agreement with Elev8 on October

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

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.

(Pacific stock shows as issued.)

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.

June 27, 2023, Westside subscribed to purchase 11,140 shares of common stock at $ 4.50 per share for a subscription amount

of $ 50,130 under the Company’s qualified offering under Regulation A+.

Westside Strategic Partners, LLC received 1,114 shares

of common stock as bonus shares under the terms of the qualified offering under Regulation A+.

The subscription closed on June 29, 2023.

September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate

of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages

due under Registration Rights Agreements for failing to file and maintain a registration statement covering the shares.

September 15, 2023, Westside received a dividend of 558 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 (“Westside Note”).

The Westside Note

carried an interest rate of 0 % and matured on December 8, 2023 .

The Company repaid the Westside Note in full on December 5, 2023 for

The Westside Note is retired.

December 15, 2023, Westside received a dividend of 569 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

March 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 .

March 15, 2024, Westside received a dividend of 580 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

9 - Income Taxes

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.

of December 31, 2023, the Company has net operating loss carryforwards (“NOL”) of approximately $ 5,692,000 , which is

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

The NOL is scheduled to expire in 2037.

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 .

At the current federal tax rate of 21% and including book to tax differences result in the current NOL of $ 724,000 at December 31,

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.

During the year ended December

31, 2023, the Company has increased the valuation allowance from $ 319,000 to $ 724,000 .

tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2023 consists of the following:

13 unchanged sentences

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.

January 2024, the Company conducted the final closing of its qualified offering under Regulation A+, for which it issued 35,368 shares

of common stock for proceeds of $ 160,916 , net offering expenses of $ 1,789 .

February 21, 2024, the Company issued 1,000 shares of common stock for services rendered.

February 28, 2024, the Company engaged an investment bank for an underwritten offering in conjunction with a listing on a national exchange.

March 4, 2024, the Company issued 18,000 shares of common stock for services to be rendered.

On March 14, 2024, the Company issued 1,000 shares

of the Company’s Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 .

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