What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-11 compared with 2024-03-20 · 45 added, 17 removed, 11 unchanged (85% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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.”

common stock is currently traded on the Nasdaq Capital Market under the symbol “TZUP.”

of March 4, 2025, there were 9,426,502 shares of the registrant’s common stock outstanding.

5 unchanged sentences

Austi Pkwy Suite 300, Las Vegas, NV 89119.

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 18, 2024, 7,720,084 shares of Common Stock and 142,213 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.

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

outstanding shares of our common stock are fully paid and nonassessable.

The following summarizes the rights of holders of our common

holder of common stock is entitled to one vote per share on all matters to be voted upon generally by the shareholders and are not

entitled to cumulative voting for the election of directors;

to preferences that may apply to shares of preferred stock outstanding, the holders of common stock are entitled to receive lawful

dividends as may be declared by our board of directors;

our liquidation, dissolution or winding up, the holders of shares of common stock are entitled to receive a pro rata portion of all

our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation preference of

any outstanding preferred stock;

are no redemption or sinking fund provisions applicable to our common stock;

are no preemptive, subscription or conversion rights applicable to our common stock.

Amended and Restated Certificate of Incorporation authorizes the issuance of up to 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 4, 2025,

153,411 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.

such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special

or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights,

voting rights, liquidation preferences, conversion rights and preemptive rights.

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

Authorizes the issuance of 40,000 shares of Series B Convertible Voting Stock, par value $0.001.

As of March 4, 2025, 15,700 shares

of the Company’s Series B Convertible Voting stock were issued and outstanding.

All outstanding shares of the Company’s Series

B Preferred Convertible Voting Stock are duly authorized, validly issued, fully-paid and non-assessable.

Each such series of preferred

stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges

as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,

conversion rights and preemptive rights.

have not declared or paid any cash dividends on our common stock during the fiscal year and do not currently anticipate paying cash dividends

1 unchanged sentence

Sales of Unregistered Securities

2023 to January 10, 2024, the Company conducted 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 sold 424,144 shares for aggregate proceeds

of $1,732,869, net offering expenses of $19,539.

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.

B Preferred Offering

Company recently raised $805,000 in a Series B Preferred offering during the period March - May 2024.

Each share of Series B Preferred

cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection.

Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering

in this S-1 and the downside price protections are eliminated.

There is a call provision that goes into effect six (6) months from the

listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company

can force the conversion of the Series B Preferred into common stock.

The Company has agreed to pay the costs of Rule 144 legal opinions

for the holders of the Series B Preferred.

Company recently conducted 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 sold 424,144 shares for aggregate proceeds of $1,732,869, net offering expenses

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 5. Market for Registrant’s Common Equity