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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-20 · 602 added, 739 removed, 310 unchanged (81% of the section changed)

CONTROLS AND PROCEDURES.

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

of Disclosure Controls and Procedures

of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the

participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the

design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange

Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of

December 31, 2024, our disclosure controls and procedures were effective.

controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Internal 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 U.S.

Our internal control over financial reporting includes those

policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the

Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal

control over financial reporting as of December 31, 2024 was effective.

in Internal Control Over Financial Reporting

the fourth fiscal quarter ended December 31, 2024, we hired both a Chief Financial Officer and full-time, qualified controller to expand

our accounting staff and provide multiple levels of review on financial transactions.

Further, we implemented written accounting policies

on all material aspects of our financial systems and implemented effective controls on these accounts.

Limitations of the Effectiveness of Controls

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all

error and fraud.

A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable,

not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements

due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Report of Registered Public Accounting Firm

Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control

over financial reporting because the rules for smaller reporting companies with less than $100 million of revenue provide an exemption

from the attestation requirement.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

name and age of our Directors and Executive Officers are set forth below.

All Directors are elected annually by the stockholders to serve

until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The officers are elected

by our Board of Directors (the “Board”).

of the Board of Directors and Chief Executive Officer

directors serve for one year and until their successors are elected and qualified.

All officers serve at the pleasure of the Board of

There are no family relationships among any of our officers and directors.

The Bylaws provide that the Company shall be managed

by a Board of at least one (1) and up to five (5) Directors.

As of the date of this Annual Report on Form 10-K, we have two (2) sitting

concerning our executive officers and directors is set forth below.

Chief Executive Officer, President, Secretary, Treasurer, Director

Steele is the Chief Executive Officer and a director of Thumzup Media Corporation.

From October 2019 until present Mr.

Steele has operated

a consulting business that has provided investor relations, financial, sales and marketing consulting services to various clients.

Steele was the Director of Client Positioning at IRTH Communications, LLC from January 2017 to September 2019.

From May 2016 through

December 2016 Mr.

Steele was an independent consultant rendering sales, marketing and investor relations services.

From January 2010

to May 2016 Mr.

Steele was the President of Rightscorp, Inc.

While at Rightscorp, Mr.

Steele designed and deployed patented intellectual

property software as a service (SaaS) tools that were used by major brands like Warner Bros.

to protect their intellectual property.

As President of Rightscorp, Mr.

Steele led the design of the software used by clients like Sony/ATV and BMG.

BMG successfully used Mr.

Steele’s technology to win a landmark $25 million judgment against Cox Communications for copyright infringement.

a BS in Electronic and Computer Engineering from George Mason University.

Haag is the Managing Member and sole owner of Westside Strategic Partners LLC, which is an investor in the Company.

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.

in Asia from 2008-2012, he held senior positions with an investment fund and also an investment bank based in Saigon, Vietnam in 2008.

From 2009-2012 he served as Managing Director of Asia for IRTH Communications, LLC and was based out of Shanghai, China.

From approximately

2002 -2007 he was Director of Speculative Investments at KMVI, a family office / holding company which invested in restaurants, oil,

private equity, publicly traded companies, real estate and a wide array of other industries.

While at KMVI, he was also President and

CEO of Utopia Optics (majority owned by KMVI), an eyewear and apparel company focused on consumers in the action sports markets.

Haag graduated from Hamilton College with a Bachelor of Arts in History in 1988.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION.

Compensation Table

following table sets forth information regarding compensation earned during fiscal 2023 and 2022 by our principal executive officer and

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

Name and Principal Position

Robert Steele

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.

following table presents the total compensation for the non-employee director of our Board during the fiscal year ended December 31,

Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of,

make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

Compensation ($)

Haag is compensated $1,000 per quarter for his services as a director, which commenced on July 1, 2022.

As of December 31, 2023, $5,000

is owed to Mr.

Haag for his services as a director.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth certain information regarding the beneficial ownership of our Common Stock, and Series A Preferred Convertible

Voting Stock by (i) each person who, to our knowledge, owns more than 5% of our Common Stock or Series A Preferred Convertible Voting

Stock (“Series A Preferred”), (ii) our current directors and the named executive officers identified under the heading “Executive

Compensation” and (iii) all of our current directors and executive officers as a group.

We have determined beneficial ownership

in accordance with applicable rules of the SEC, and the information reflected in the table below is not necessarily indicative of beneficial

ownership for any other purpose.

Under applicable SEC rules, beneficial ownership includes any shares as to which a person has sole or

shared voting power or investment power and any shares which the person has the right to acquire within 60 days after March 13, 2024

through the exercise of any option, warrant or right or through the conversion of any convertible security.

Unless otherwise indicated

in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished

to us that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially

Certificate of Designation of the Series A Preferred contains a blocker which prohibits the conversion of the Series A Preferred into

shares of common stock if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated

with all other shares of common stock owned by the holder at such time, the number of shares of Common Stock that would result in the

holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99%

of all of the common stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”);

provided, however, that,

upon the holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the

holder would like to waive Section 4(f) of the Certificate of Designations with regard to any or all shares of common stock issuable

upon conversion of the Series A Preferred, Section 4(f) will be of no force or effect with regard to all or a portion of the Series A

Preferred referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation (the “9.99%

Beneficial Ownership Limitation”).

The paragraph forgoing constituting the (“Series A Blocker”).

information set forth in the table below is based on 7,720,084 shares of our Common Stock and 142,213 shares of Series A Preferred issued

and outstanding on March 13, 2024.

In computing the number of shares of Common Stock beneficially owned by a person and the percentage

ownership of that person, we deemed to be outstanding all shares of Common Stock subject to options, warrants, rights or other convertible

securities held by that person that are currently exercisable or will be exercisable within 60 days after March 13, 2024.

deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the principal address of each of the Stockholders below is in care of Thumzup™ Media Corporation, 11845 W.

Olympic Blvd, Ste 1100W

#13, Los Angeles, CA 90064.

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned

Number of Shares of Series A Preferred Owned

Percentage of Series A Preferred Beneficially Owned

% of Total Voting Power

Directors and Named Executive Officers

Robert Steele

Robert Haag (1)

All directors and named executive officers as a group (2 people)

Other 5% Stockholder

Daniel Lupinelli

1,500,223 (4)

Joe Thomas (5)

Andrew Haag (8)

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.

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.

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 HGR.

The address of Mr.

Haag is 1688 Meridian Ave, Ste 700 Miami Beach, FL 33139.

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

of the Series A Preferred Convertible Stock over the ownership of their securities.

Other than with respect to certain issuances, without

the prior consent of 51% of the holders of the Series A Preferred Convertible Stock of the Company, will not (i) offer, pledge, sell,

contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant

to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company;

(ii) file or cause to be filed any registration

statement with the Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED 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.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

independent registered public accounting firm is Haynie & Company LLP, Auditor Firm ID 457.

Set forth below are approximate fees

for services rendered by Haynie & Company for the fiscal years ended December 31, 2023 and December 31, 2022.

Haynie & Company

Audit-Related Fees

aggregate fees billed for each of the last two fiscal years for professional services rendered by Haynie & Company for the audit

of the Company’s annual financial statements and review of financial statements included in the Company’s annual report on

Form 10-K and in the Company’s quarterly reports on Form 10-Q, or services that are normally provided by the independent registered

public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2023

and 2022 were $27,000 and $30,500, respectively.

Audit-Related

aggregate fees billed in either of the last two fiscal years for assurance and related services by Haynie & Company that are reasonably

related to the performance of the audit or review of the registrant’s financial statements and are not reported under “Audit

Fees” for the fiscal years ending December 31, 2023 and 2022 were $0 and $0, respectively.

aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning

for the fiscal years ending December 31, 2023 and 2022 was $0 and $0, respectively, for Haynie & Company.

fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years

ending December 31, 2023 and 2022 were $0 and $0, respectively, for Haynie & Company.

Company’s Board of Directors approves all auditing services and the terms thereof and non-audit services (other than non-audit

services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight

Board) to be provided to the Company by the independent auditor;

provided, however, the pre-approval requirement is waived with respect

to the provisions of non-audit services for the Company if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange

Act are satisfied.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Financial Statements

Sheets as of December 31, 2024 and 2023

of Operations for the Years Ended December 31, 2024 and 2023

of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

of Cash Flows for the Years Ended December 31, 2024 and 2023

to Financial Statements

Financial Statement Schedules.

1 unchanged sentence

is included in the financial statements or the notes thereto.

Articles of Incorporation

Certificate of Amendment to the Articles of Incorporation filed November 4, 2022

Amended and Restated Bylaws

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

Form of Stock Purchase Agreement

Form of Common Stock Financing Term Sheet

Form of Registration Rights Agreement

Form of Securities Purchase Agreement

Form of Escrow Agreement

Form of Subscription Agreement

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

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

of Incorporation

June 23, 2021

of Amendment to the Articles of Incorporation filed November 4, 2022

December 9, 2022

and Restated Bylaws

June 20, 2024

of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred

Convertible Voting Stock

September 27, 2022

of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred

Convertible Voting Stock

March 20, 2024

of Common Stock Certificate

June 23, 2021

Description of Registrant’s Securities

October 28, 2024

of Securities Purchase Agreement

September 27, 2022

of Escrow Agreement

December 9, 2022

of Subscription Agreement

December 9, 2022

of Securities Purchase Agreement

of Underwriting Agreement with Dawson James Securities, Inc.

of Representative Warrant issued to Dawson James Securities, Inc.

July 26, 2024

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

December 9, 2022

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

March 19, 2024

Employment Agreement by and between the Company and Robert Steele dated May 13, 2024

Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024

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

March 19, 2024

of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated August 26, 2024

August 26, 2024

of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated September 24, 2024

Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 21, 2024

Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 28, 2024

Equity Incentive Plan

1 to 2024 Equity Incentive Plan

of Conduct And Ethics

Recovery Policy

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

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

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Executive Officer)

Robert Steele

Isaac Dietrich

Financial Officer

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of the Board of Directors

Robert Steele

Isaac Dietrich

Financial Officer

Financial and Accounting Officer)

Joanna Massey

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2024 and 2023, and the related

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, 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

of the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 3 to the financial statements, the Company has yet to generate significant revenue, has incurred net losses and has an accumulated

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans

regarding these matters are also described in Note 3 to the financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31,

2024 and 2023, 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, 2024 and 2023, and the results of

its operations and its cash flows for each of the years in the two year period ended December 31, 2024 and 2023, in conformity with accounting

principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

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Haynie & Company

Lake City, Utah

Salt Lake City, Utah

have served as the Company’s auditor since 2021.

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Current assets:

Prepaid expenses

Total current assets

Capitalized software costs, net

Property and equipment, net

Property and equipment,

Computers, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Accounts payable and accrued

payroll and related

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 - 25,000,000

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

shares authorized:

Preferred stock - Series

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

153,411 and 142,769 shares issued and outstanding

Preferred stock - Series

B, $ 0.001 par value, $ 50,000 stated value, 40,000 shares authorized;

16,100 and - shares issued and outstanding

Preferred stock, value

Common stock, $ 0.001 par

value, 250,000,000 shares authorized;

9,400,535 and 7,656,488 shares issued and outstanding, respectively

Additional paid in capital

Subscription receivable

Accumulated deficit

( 9,691,708 )

( 5,691,803 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

Total liabilities and

stockholders’ equity

accompanying notes are an integral part of these financial statements.

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OF OPERATIONS

For the Year Ended December 31,

the Years Ended December 31,

Operating Expenses:

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General and administrative

Depreciation and amortization

Total Operating Expenses

and amortization

Operating Expenses

Loss From Operations

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Other Income (Expense):

Expense for liquidated damages

Interest expense

Total Other Income (Expense)

Interest income

Expense for liquidated

damages/Interest Income

Other Income (Expense)

Net Loss Before Income Taxes

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( 3,324,180 )

Provision for Income Taxes (Benefit)

Provision for Income Taxes

( 3,999,905 )

( 3,324,180 )

Net Income (Loss) Available to Common Stockholders

Dividends on preferred stock

Net Income (Loss) Available

to Common Stockholders

$ ( 3,999,905 )

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MEDIA CORPORATION

OF CHANGES IN STOCKHOLDERS’ EQUITY

OF STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Preferred Stock

Balance at December 31, 2022

$ ( 2,367,623 )

Preferred Series A issued for cash

Preferred Series A issued for conversion of notes

Preferred Series A issued for dividends

Common Stock issued for cash

Common Stock issued for services

Common Stock issued for conversion of notes

Stock issuance costs

$ ( 149,137 )

Preferred Series A issued for liquidated damages

Common Stock issued for services rendered

Common Stock issued for Reg A + offering and

Common Stock offering costs

Stock subscription receivable received

Common stock issued for liquidated damages

and accrued interest

( 3,324,180 )

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$ ( 5,691,803 )

Common Stock issued for investment, net

Common Stock issued for services rendered and

to be rendered

Common Stock issued for Series A conversion

Common Stock issued for Series B dividend

Series B issued for investment

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

Issuance costs - Preferred Series B

( 3,999,905 )

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accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

STATEMENTS OF CASHFLOWS

For the Year Ended December 31,

THUMZUP MEDIA CORPORATION

the Years Ended December 31,

Cash flows from operating activities:

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$ ( 3,324,180 )

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

Depreciation and amortization expense

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Stock issued for services

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

Preferred stock dividend

paid with stock

Preferred stock issued

for liquidated damages

Common stock issued for

liquidated damages

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Net cash used in operating activities

Accounts payable and accrued

damages and accrued interest

cash used in operating activities

( 3,485,899 )

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Cash flows from investing activities:

Purchases of property and equipment

Capitalized software costs

Net cash used in investing activities

Purchases of property and

software costs

cash used in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock

Proceeds from sale of common

Subscription receivable

Costs incurred for equity sales

Proceeds from sale of preferred stock

Net cash provided by financing activities

Proceeds from loan - related

Repayment of loan principal

- related party

Costs incurred for equity

from sale of preferred stock

cash provided by financing activities

Net (decrease) increase in cash

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Supplemental disclosures of cash flow information:

Cash paid during period for interest

Cash paid during period for taxes

Supplemental disclosure of non-cash investing and financing activities:

Preferred Series A issued for exchange of convertible notes and accrued interest

Common shares issued upon conversion of convertible notes and accrued interest

paid during period for interest

paid during period for taxes

Supplemental disclosure of non-cash investing

and financing activities:

accompanying notes are an integral part of these financial statements.

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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:

2 - Summary of Significant Accounting Policies

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At December 31, 2024 and 2023, the uninsured balances amounted to $ 3,772,766 and $ 259,212 , respectively.

There is a risk the Company may

lose uninsured balances over the FDIC insurance limit.

There is a risk the Company

may lose uninsured balances over the FDIC insurance limit.

of December 31, 2024 and December 31, 2023, the Company had $ 141,300 and $ 6,321 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.

prepaid expenses as of December 31, 2024, primarily consisted of premiums on insurance policies.

and Equipment

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was $ 3,500 and $ 3,499 , respectively.

Alleviation of Going Concern

The Company incurred losses of $ 3,999,905 ,

utilized $ 3,485,899 cash in operating activities, and did not generate substantial revenues during the year ended December 31, 2024.

indicators of a potential going concern were alleviated by cash balances of $ 4,680,840 and working capital of $ 4,503,974 at December 31,

2024, along with its successful Nasdaq listing.

The Company believes it has sufficient cash to maintain operations for at least one year

from the issuance of these financial statements.

Company recognizes revenue when services are realized.

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contracts do not include multiple performance obligations or material variable consideration.

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.

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.

The Company recognizes

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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.

including ASC 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.

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

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.

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, 2024 and 2023, we capitalized $ 200,830 and $ 168,513 of costs related to the development of software

applications, respectively.

Amortization of capitalized software costs was $ 94,817 and $ 25,899 for the for the years ended December 31,

2024 and 2023, respectively.

The balance of capitalized software was $ 248,627 and $ 142,614 , net of accumulated amortization of $ 120,716

and $ 25,899 at December 31, 2024 and 2023, respectively.

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

As of December 31, 2024, 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

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For the years ending December 31, 2024 and 2023, the Company recognized no interest and penalties.

Company maintains the 2024 Equity Incentive Plan (as amended, the “2024 Equity Incentive Plan”), Under the 2024 Equity Incentive

Plan, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types

of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other

stock-based awards.

Additionally, under the 2024 Equity Plan, awards may be and have been granted that are subject to the achievement

of one or more performance measures established by the Company’s Board of Directors or a duly authorized committee thereof.

options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant,

as estimated using the Black-Scholes valuation model.

For restricted stock units, the share-based compensation expense is based on the

fair value of the Company’s common stock on the date of grant.

The fair value of liability-classified awards (e.g., the other stock-based

awards and cash-settled restricted stock units) is remeasured at each reporting date.

Company recognizes share-based compensation expense for service-conditioned awards granted under the 2024 Equity Incentive Plan on a

straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the 2024 Equity

Incentive Plan.

Note 6, Stock Options, to the Financial Statements for further information regarding the 2024 Equity Incentive Plan, related

share-based compensation expense, and assumptions used in determining fair value.

Earnings (Loss) Per Common Share

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

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

Common shares issuable upon conversion

of preferred stock

Common shares issuable upon exercise of warrants

Common shares issuable upon exercise of

Total potentially dilutive

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 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):

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

2023-08 requires in-scope crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement

of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

will adopt this guidance effective January 1, 2025 on a prospective basis.

Company expects the adoption of ASU 2023-08 will have a material impact on its balance sheets, statements of operations,

statements of cash flows and disclosures.

The Company will initially record its bitcoin purchases at cost, upon adopting ASU 2023-08,

any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s Statements of

Operations, and the fair value of the Company’s bitcoin will be reflected within the Company’s Balance Sheets

each reporting period-end.

Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements

under ASU 2023-08, including a roll-forward of its bitcoin holdings during the reporting period and period-end cost basis, fair value,

number of units held, and restrictions.

enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022.

Among other things, unless an exemption by statute

or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with

respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive

three-tax-year period preceding the initial tax year exceeds $1 billion.

On September 12, 2024, the Department of Treasury and the Internal

Revenue Service issued proposed regulations with respect to the application of the CAMT.

For purposes of calculating the adjusted financial

statement income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained

When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax

year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include

this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the

enactment of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations,

when finalized, are revised to provide relief (or other interim relief is granted), the Company could become subject to CAMT in the tax

years 2026 and beyond.

If the Company becomes subject to the CAMT, it could result in a material tax obligation that the Company would

need to satisfy in cash, which could materially affect its financial results, including its earnings and cash flow, and its financial

December 2023, the FASB issued Accounting Standards Update No.

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

(“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation

and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific categories in the

rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also

be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and

also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods

beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented.

will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its

November 2023, the FASB issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly

(i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included

in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant

expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis.

Companies are also required

to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position

of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating

The Company will adopt ASU 2023-07 for interim periods

beginning January 1, 2025.

Disaggregation

of Income Statement Expenses

November 2024, the FASB issued Accounting Standards Update No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain

costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement

in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated.

Entities will

also be required to disclose their definition of “selling expenses” and the total amount in each annual period.

is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates

applied either prospectively or retrospectively.

Early adoption is permitted.

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

The Company is currently evaluating the impact of this

guidance on its disclosures.

are other various updates recently issued, most of which represented technical corrections to the accounting literature or application

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or cash flows.

4 - Going Concern

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America, which contemplate continuation of the Company as a going concern.

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

In this regard, management is proposing to raise additional funds not provided by operations

through loans or through sales of its common stock.

There is no assurance that the Company will be successful in raising this additional

capital or in achieving profitable operations.

The accompanying financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

Company recognized its first revenues in December 2021.

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

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

$ 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

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

Notes originally matured on November 21, 2021 and accrued interest at eight ( 8 %) per annum.

Accrued interest maybe paid quarterly or

converted in to shares of common stock.

The note holders issued an extension of the due date on these notes to November 19, 2022.

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, 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.

holder was 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 have resulted 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 of the Senior Notes were convertible into shares of common stock

was equal to $ 0.11 cents per share.

The Senior Notes contained a protection feature whereupon any issuance by the Company of common stock,

or a security that was convertible into common stock, at a price lower than a net receipt to the Company of $ 0.11 per share, would result

in the conversion price being adjusted to equal the lower price per share.

The Company had classified this protection as a contingent

beneficial feature and would have recorded it as a benefit to a holder in the event a conversion price adjustment occurred.

The conversion

price adjustment for the Senior Notes never occurred.

3 – Non-Convertible Notes

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

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

The Company repaid the First Westside Note in full on December

5, 2023 for $ 30,000 .

The First Westside Note is retired.

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note.

30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The Second Westside Note is retired.

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 789 in interest accrued

on the Third Westside Note.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

Third Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 123 in interest accrued

on the Fourth Westside Note.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Fourth Westside Note is retired.

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 11 in interest accrued

on the Fifth Westside Note.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired.

4 – Contingencies

7 unchanged sentences

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

On September 26, 2022, the Company amended

a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred

which was originally submitted on September 21, 2022 (“Series A COD”).

Each shareholder shall have the right, at any time

and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into

the number of shares of Common Stock.

Each share of Series A Preferred initially 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 dividends, in cash or in-kind at Company’s election, in an amount equal

to $ 3.50 per share.

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

at the $ 45.00 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.

the year ended December 31, 2022 the Company entered into a Securities Purchase Agreement with accredited investors.

Pursuant to the

Securities Purchase Agreements, the company sold 28,004 Shares of its Series A Preferred at $ 45.00 per preferred share and received gross

proceeds of approximately $ 1,259,995 .

The Company issued 95,596 shares of its Series A Preferred for the exchange of the Senior Notes

and the associated accrued interest payable of $ 157,733 .

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

September 26, 2022, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares

of preferred stock as Series A Preferred (“Series A Preferred”).

Each shareholder shall have the right, at any time and from

time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number

of shares of Common Stock.

Each share of Series A Preferred initially 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 dividends, in cash or in-kind at the Company’s election, in an amount

equal to $ 0.875 per share per quarter.

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

valued at the $ 45.00 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 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 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.

January 18, 2024, a holder converted 556 shares of Series A preferred into 8,340 shares of common stock.

March 15, 2024, the Company issued 2,765 Series A shares as a dividend.

June 15, 2024, the Company issued 2,819 Series A shares as a dividend.

September 15, 2024, the Company issued 2,874 Series A shares as a dividend.

September 20, 2024, a holder converted 187 Series A shares into 2,809 shares of common stock.

December 15, 2024, the Company issued 2,926 Series A shares as a dividend.

December 31, 2024 and 2023, the Company had 153,411 and 142,769 Series A Preferred shares issued and outstanding, respectively.

March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred

stock as Series B Preferred (“Series B Preferred”).

Each shareholder has the right, at any time and from time to time,

at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares

of Common Stock.

Each share of Series B Preferred initially converted into 10 shares of Common Stock at a reference rate of $ 5.00 per

share of Common Stock subject to adjustments.

the company up-listing to Nasdaq, the Series B Preferred became convertible at $ 4.00 per share and the downside price protections were

There is a call provision that goes into effect on March 29, 2025, 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.

holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount

equal to $ 1.25 per share per quarter.

If paid in kind, the number of common shares issued for the dividend shall be equal to the quotient

of the dividend payable divided by the volume weighted average price on the dividend date.

the year ended December 31, 2024, the Company issued 16,100

Series B shares for cash proceeds of $ 805,000 ,

less issuance costs of $ 25,000

June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

September 15, 2024, issued 3,802 common shares with a value of $ 20,531 as a dividend for the Series B.

December 15, 2024, issued 5,921 common shares with a value of $ 21,217 as a dividend for the Series B.

December 31, 2024 and 2023, the Company had 16,100 and 0 Series B 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 9,400,535 and 7,656,488 shares issued and outstanding, respectively.

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 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.

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

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 , 2024, the Company issued 44,152 shares

of common stock with a fair market value of $ 225,510 for services rendered and to be rendered

to the Company.

the year ended December 31 , 2024, the Company issued 1,675,006 shares

of common stock for proceeds of $ 7,339,477 .

the year ended December 31 , 2024 , the Company issued 11,149 shares of common stock for the

conversion of 743 shares of Series A preferred.

the year ended December 31 , 2024 , the Company issued 13,740 common shares with a value of

$ 61,467 as a dividend for the Series B.

the year ended December 31, 2024 and 2023, the Company realized losses of $ 0 and $ 392,660 , 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.

During the years ended December 31, 2024 and 2023, the Company realized a losses of $ 0 and $ 266,654 ,

respectively, on the settlement of the liquidated damages.

As of December 31, 2024 and 2023, the accrued liquidated damages and accrued

interest is $ 0 and $ 0 , respectively.

6 – Stock Options

Stockholders approved our 2024 Equity Incentive Plan (the “Plan”) in May 2024.

In July 2024, our Stockholders amended the

Plan to increase the number of shares issuable thereunder to 2,000,000 .

Plan provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock

options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,

including officers, consultants and directors.

The Plan also provide that the grant of performance stock awards may be paid out in cash

as determined by the committee administering the Plan.

valuation models require the input of highly subjective assumptions.

The fair value of stock-based payment awards was estimated using

the Black-Scholes option pricing model with a volatility figure derived from historical data.

The Company accounts for the expected life

of options based on the contractual life of the options.

October 29, 2024, the Company issued 1,028,000 options with a $ 5.00 exercise price with a fair value of $ 5,048,928 .

The Company estimated

the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2)

expected volatility of 148.38 – 154.71 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 10 years.

October 30, 2024, the Company issued 155,000 options with a $ 5.47 exercise price with a fair value of $ 798,658 .

The Company estimated

the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2)

expected volatility of 147.04 %, (3) risk-free interest rate of 4.14 %, and (4) expected life of 10 years.

were no options exercised during the years ended December 31, 2024 and 2023.

summary of the stock option activity for the years ended December 31, 2024 and 2023 as follows:

of Stock Option Activity

Weighted-Average

Outstanding at January 1, 2023

Cancelled/Exchanged

Outstanding at December 31, 2023

Cancelled/Exchanged

Outstanding at December 31, 2024

Exercisable at December 31, 2024

summary of the stock options outstanding at December 31, 2024 as follows:

of Exercise Price of Stock Options

aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s

stock price of $ 3.43 as of December 31, 2024, which would have been received by the option holders had those option holders exercised

their options as of that date.

fair value of all options that vested during the year ended December 31, 2024 and 2023 was $ 2,840,675 and $ 0 , respectively.

compensation expense was $ 3,006,910 as of December 31, 2024.

7 – Stock Warrants

October 28, 2024, the Company issued 71,250 warrants with a $ 6.25 exercise price with a fair value of $ 415,050 to its financial advisor.

The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions:

yield of 0 %, (2) expected volatility of 154.62 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 5 years.

summary of the warrant activity for the year ended December 31, 2024 is as follows:

Schedule of Warrant Activity

Weighted-Average

Outstanding at January 1, 2023

Cancelled/Exchanged

Outstanding at December 31, 2023

Cancelled/Exchanged

Outstanding at December 31, 2024

Exercisable at December 31, 2024

summary of the warrants outstanding at December 31, 2024 as follows:

of Exercise Price of Warrants

aggregate intrinsic value of outstanding stock warrants was $ 0 based on warrants with an exercise price less than the Company’s

stock price of $ 3.43 as of December 31, 2024 which would have been received by the warrant holders had those holders exercised the warrants

as of that date.

8 – Related Party Transactions

3 unchanged sentences

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”)

1 unchanged sentence

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.

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 31, 2023.

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 .

January 18, 2023, Isaac Dietrich 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+.

February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $ 4.50 per

4 unchanged sentences

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+.

Westside Strategic Partners, LLC receivd 1,115 shares of common stock as bonus shares under the

terms of the qualified offering under Regulation A+.

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.

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.

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

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

The Company repaid the First Westside Note in full on December

5, 2023 for $ 30,000 .

The First Westside Note is retired.

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.

March 20, 2024, Joanna Massey acquired 800 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note.

30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The Second Westside Note is retired.

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 789 in interest accrued

on the Third Westside Note.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

Third Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 123 in interest accrued

on the Fourth Westside Note.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Fourth Westside Note is retired.

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 11 in interest accrued

on the Fifth Westside Note.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired.

the year ended December 31, 2024, Joanna Massey received 683 common shares as dividends due under the Series B Preferred’ Certificate

of Designation.

the year ended December 31, 2024, Westside received 854 common shares as dividends due under the Series B Preferred’ Certificate

of Designation.

the years ended December 31, 2024 and 2023, Westside received 2,389 and 2,179 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

the years ended December 31, 2024 and 2023, Joanna Massey received and 117 and 100 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

the years ended December 31, 2024 and 2023, Isaac Dietrich received 59 and 50 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

Note 9 - Segment Information

The Company has one reportable operating

segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s

software platform.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis.

In doing so, he focuses on

“controllable costs” across main functions of the Software Business and will allocate personnel and budget accordingly to

maximize growth and revenues.

10 - Income Taxes

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 $ 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 .

of December 31, 2024, the Company has net operating loss carryforwards (“NOL”) of approximately $ 9,455,000 , which is available

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

At the current

federal tax rate of 21 % and including book to tax differences result in the current NOL of $ 9,455,000 at December 31, 2024.

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, 2024, the Company has increased

the valuation allowance from $ 724,000 to $ 1,986,000 .

tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2024 consists of the following:

1 unchanged sentence

Deferred tax assets:

Net operating loss

Total deferred tax assets

Net operating

Total deferred tax

Valuation allowance

Deferred tax asset, net of allowance

( 1,986,000 )

Deferred tax asset,

net of allowance

reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows:

2 unchanged sentences

Book to tax differences

Prior period estimate revision

Valuation allowance

2 unchanged sentences

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

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 .

January 6 to 21, 2025, the Company purchased 19.11 Bitcoin for $ 2.00 million.

February 19, 2025, the Company issued 5,000

common shares for the conversion of 400

Series B Preferred Shares.

From January 5 to

February 25, 2025, the Company issued 20,967 common shares for services rendered and to be rendered to the Company.

On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of

$ 1 million of the Company’s common stock.

The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act.

to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions.

Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements

and other business considerations.

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