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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
File Number: 333-255624

Media Corporation

 (Exact
name of registrant as specified in its charter)

 Nevada

 85-3651036

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 11845
 W. Olympic Blvd, Ste 1100W #13, Los Angeles, CA

 90064

 (Address
 of principal executive offices)

 (Zip
 Code)

 (800) 403-6150

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
of each class

 Common
Stock, $0.001 per share

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $ 16,325,809 as of June 30,
2023.

 As
of March 18, 2024, there were 7,720,084 shares of the registrant's common stock outstanding.

 FORM

 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 PART
 II

 Item
 5.

 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [RESERVED]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 2 2

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits, Financial Statement Schedules

 Index to Financial Statements

 Item
 16.

 Form 10K Summary

 Signatures

 PART
I

 In
this Annual Report on Form 10-K, "we," "our," "us," "Thumzup," and "the
Company" refer to Thumzup Media Corporation, unless the context requires otherwise.

 Forward-Looking
and Cautionary Statements

 This
Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or
prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The
statements contained in this Annual Report that are not purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 2IE of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Forward-looking statements are often identified by the use of words such as, but not limited
to, "anticipate," "believe," "can," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "project," "seek,"
"should," "target, would" and similar expressions or variations intended to identify forward-looking statements.
Examples of forward-looking statements include, among others, statements we make regarding:

 future
 financial position;

 business
 strategy;

 budgets,
 projected costs, and plans;

 future
 industry growth;

 financing
 sources;

 the
 impact of litigation, government inquiries and investigations; and

 all
 other statements regarding our intent, plans, beliefs, or expectations or those of our directors or officers.

 These
statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to
management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results
and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk
Factors" included under Part I, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this report.
Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after
the date of such statements.

 Incorporation
by Reference

 The
Commission allows us to incorporate by reference the information we file with it. This means that we can disclose information to you
by referring you to those documents. The documents that have been incorporated by reference are an important part of this annual report,
and you should review that information in order to understand the nature of any investment by you in our common shares.

 RISK
FACTOR SUMMARY

 Our
business operations are subject to numerous risks and uncertainties, including the risks described in the section titled "Risk
Factors" included under Part I, Item 1A of this Annual Report on Form 10-K, that could cause our business, financial condition
or operating results to be harmed, including risks regarding the following:

 Risks
Relating to Our Business

 The
Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated
minimal revenue.

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

 The
Company expects to continue to incur losses from operations and negative cash flows, which raise substantial doubt about its ability
to continue as a "going concern."

 The
Company's independent registered public accounting firm's reports have raised substantial doubt as to its ability to continue
as a "going concern."

 The
continuing COVID-19 pandemic may have a significant negative impact on the Company's business, sales, results of operations and
financial condition.

 The
Company may not generate sufficient cash flows to cover its operating expenses.

 Security
breaches and other disruptions could compromise the Company's information and expose it to liability, which would cause its business
and reputation to suffer.

 The
Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content,
and utilize the content derived therefrom for the potential generation of revenues.

 Because
the Company does not intend to pay any cash dividends on its shares of common stock in the near future, shareholders will not be able
to receive a return on their shares unless and until they sell them.

 The
Company is dependent on key personnel.

 The
Company may not be able to successfully execute the business plan.

 The
Company is a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets
in which it intends to operate.

 The
Company has not yet established brand identity and customer loyalty.

 The
Company cannot assure investors that the Thumzup App will be accepted.

 A
better financed competitor may enter the marketplace, cause the Company's market share or acceptance rates to plummet and adversely
affect its ability to sustain viable operations.

 Although
the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage.

 The
Company's future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer
trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors.

 The
Company's ability to succeed will depend on the ability of its management to control costs.

 Key
personnel of the Company do not devote full time to the affairs of the Company and could allocate their time and attention to other business
ventures which may not benefit the Company.

 The
Company's Officers, Directors, and employees are entitled to receive compensation, payments and reimbursements, regardless of whether
it operates at a profit or a loss.

 Combination
or "layering" of multiple risk factors may significantly increase the risk of loss on shares of the Company's common
stock.

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

 Russia's
Invasion of Ukraine may negatively impact our business.

 Several
of our outsourced developers are based in Pakistan and our product development could be impacted by conflict in the Middle East.

 We
rely on third-party internal and outsourced software to run our critical development and information systems. As a result, any sudden
loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management
of our business operations.

 Cyber
security breaches of our systems and information technology could adversely impact our ability to operate.

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

 Risks
Related to our Common Stock

 There
can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange. Failure to develop or
maintain an active trading market could negatively affect the value of our common stock and make it difficult or impossible for investors
to sell their shares in a timely manner.

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

 The
Company's common stock price may be volatile, which could result in substantial losses to investors and litigation.

 The
sale or availability for sale of substantial amounts of the Company's common stock could adversely affect the market price of the
common stock.

 The
Company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders. The Company's
Officers and Directors will significantly influence its activities, and their interests may differ from an investor's interests
as a shareholder.

 The
Company is an "emerging growth company" under the JOBS Act and it cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make the Company's common stock less attractive to investors.

 The
Company's disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

 If
equity research analysts do not publish research or reports about the Company, or if they issue unfavorable commentary or downgrade its
common stock, the market price of its common stock will likely decline.

 ITEM
1. BUSINESS.

 Overview

 General

 As
used herein, "we," "us," "our," the "Company," "Thumzup," means Thumzup
Media Corporation unless otherwise indicated. Thumzup operates in a single business segment which is social media marketing. Thumzup
has a mobile iPhone and Android applications called "Thumzup " that connects brands and people who use and love these
brands. For the advertiser, Thumzup incentivizes real people to become content creators and post authentic valuable posts on social
media about the advertiser and its products.

 OVERVIEW

Media Corporation ("Thumzup" or "Company") was incorporated on October 27, 2020, under the laws of the State
of Nevada, and its headquarters is located in Los Angeles. The Company's primary business is software as a service provider dedicated
to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media.
Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for
their posts about products and services they love through its technology which utilizes a proprietary mobile app ("App").
The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect
advertisers with individuals who are willing to promote their products online.

 The
Thumzup App enables users to select a brand they want to post about on social media. Once the Thumzup user selects the brand and takes
a photo (using the App), the App will post the photo and a caption to the user's social media account(s). As of the date of this
filing, Instagram is the Company's initial social media platform that is being used, due to its wide acceptance and its great functionality
using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables
brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or
contracting with expensive professional influencers. The Company has recorded nominal revenues during the year ended December 31, 2023
and continues with the development of enhancements to its App and marketing efforts.

 The
Company is an "emerging growth company" as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,
has elected to comply with certain reduced public company reporting requirements.

Products and Services

 The
Company specializes in the domain of social media marketing. Thumzup's flagship product, the Thumzup App, available on both
iPhone and Android operating systems, serves as a symbiotic bridge between brands and their enthusiasts. For advertisers, Thumzup
incentivizes real people, referred to as content creators ("Creators"), to generate and post authentic, valuable posts on
social media about the advertiser and its products.

 The
Company seeks to capitalize on industry-wide gig economy and business democratization trends. Immense value and opportunity have been
created through the democratization of various sectors including ride sharing, hospitality, finance and other industries. The Thumzup
suite of tools are designed to facilitate and expedite this democratization trend for consumers and advertisers within the online advertising
space.

 Leveraging
advanced technology, the Company has built a community around its Thumzup App that resonates with the ethos of the influencer and
gig economy. This technology and community are designed to generate scalable authentic product posts, endorsements, and recommendations
for advertisers on social media. It is designed to connect advertisers with individuals who are willing to tell their friends and family
about the advertisers' products both on and offline.

 Social
Media Marketing Software Technology

 The
Thumzup mobile App enables Creators, to select from brands advertising on the App and get paid to post about the advertiser on social
media. By selecting the brand and capturing an image using the Thumzup App, Thumzup Creators can automatically share the content,
complete with captions, to their social channels. The advertiser then reviews and approves the post for payment and the Creator can cash
out whenever they choose through popular digital payment systems. For the advertiser, the Thumzup system enables brands to receive
genuine user-generated promotions, moving beyond the often-ignored traditional banner ads.

 A
recent Nielsen report found more than 83% of consumers believe friends and family are the most reliable sources of information about
products. According to a Pixlee article, 64% of millennials recommend a product at least once a month, and according
to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation.

 In
the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer
acceptance and created hundreds of billions of dollars in shareholder value. This worldwide viral growth demonstrates the potential of
innovative social media platforms like Thumzup, furnished with the right blend of user experience and value, to captivate Creators
and command significant time investments.

 The
Company is an early-stage entity building a new real-time platform to support the gig economy. The guiding philosophy is simple: empower
individuals to monetize their authentic social media engagements. The Thumzup App is envisioned as a nexus where advertisers can
foster direct consumer connections. However, the platform's success hinges on securing a critical mass of advertisers to ensure
its viability and scalability, and to perpetuate Creator engagement. It's pertinent to note that while the Company is dedicated
to this mission, there's no definitive guarantee of achieving the envisioned outcomes. No assurance can be given that the Company
will be able to achieve these results.

 The
Industry—Online Advertising

 Growing
at a 16.5% compound annual growth rate (CAGR), the online advertising market is set to grow from $208 billion in 2022 to $354.9 billion
in 2026, according to a 2021 Reportlinker.com study. The Company believes that it is developing a new form of social media marketing
that does not currently exist, therefore present descriptions of market size and penetration are indirectly applicable. As Thumzup
matures, the Company anticipates other competitors will emerge in this new market, capitalizing on the payment model to non-professional
advocates to tell their friends about products they love on social media at the point-of-sale. Currently, "influencer marketing"
stands as the most analogous segment to Thumzup 's niche, witnessing substantial growth with the rise of social media influencers.
As social media influencers become more plentiful and proven, advertising spending has increased in this space. We believe major brands
recognize that having their happy customers authentically post on social media is valuable.

 Most
existing paid influencer marketing platforms were designed for professional and semi-professional online personas. Some of these platforms
have expanded to accommodate "micro-influencers," those boasting 5,000 to 30,000 social media followers. In the Company's
opinion, none of these influencer platforms has entered the public consciousness and found mass adoption.

 Recent
findings from TapInfluence highlighted that influencer marketing content delivers 11 times higher return on investment than traditional
forms of digital marketing, and approximately 66% of marketing firms now deploy influencer marketing according to a 2018 Association
of National Advertisers survey. A recent Nielsen report found more than 80% of consumers believe friends and family are the most reliable
sources of information about products. Thumzup 's own data indicates that as an influencer's total follower count rises,
the rate of engagement (likes and comments) with followers decreases. The data showed that those with less than 1,000 followers, also
referred to as "nano-influencers," generally received likes on their posts 8% of the time. There appears to be, in the Company's
view, a clear downward correlation between follower sizes and post likes. Around 66% of marketers now use influencers and nearly half
of U.S. marketers plan to increase their influencer budgets according to a 2018 Association of National Advertisers survey. According
to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation.

 The
Company has designed Thumzup "from the ground up" to make it easy for brands and service providers to activate those
who may not be professional influencers but are genuinely enthusiastic about the products and services. With a design philosophy echoing
Apple's quintessential simplicity, both the Thumzup App and its advertiser dashboard seamlessly integrate into existing social
media usage patterns, ensuring nearly effortless use.

 The
Company's first product—Thumzup App

 The
Company specializes in the domain of social media marketing, primarily through its mobile iPhone and Android application called "Thumzup."
The application connects brands, products, and services to the people who use and love these brands, products, and services. For advertisers,
Thumzup catalyzes authentic user-generated content, from real product reviews and testimonials, by amplifying brand visibility and
facilitating a direct, efficient connection with target consumers, ultimately boosting promotions and traffic to their offerings.

 The
Company is building an influencer and gig economy community around the Thumzup App. This initiative aims to foster authentic product
posts and recommendations on social media. The App and advertiser dashboard are designed to connect advertisers with individuals who
are willing to promote their products and services online and offline. At its core, the Thumzup App aims to simplify and elevate
person-to-person advertising, ensuring it's not only effective, but highly scalable and economic for Thumzup advertisers.

 Intellectual
Property

 The
Company owns the copyrights to the source code for the Thumzup App on the iPhone iOS and Android operating mobile operating systems
as used on the majority of mobile phone and tablet devices. Additionally, the Company owns the copyrighted and proprietary source code
for the Thumzup App's backend system, responsible for administrating the Thumzup App, tracking payments and monitoring
advertising campaigns.

 The
distinct Thumzup thumb logo is a registered trademark owned by ThumzupTM Media Corporation with Reg. No. 6,842,424, registered Sep.
13, 2022. On April 13, 2021, the Company filed a trademark application ser. No. 90642789 with the U.S. Patent and Trademark Office ("USPTO")
for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting in reg. no. 6764158. Also on April 13, 2021, the
Company filed a trademark application ser. No. 90642848 for the Thumzup logo, featuring a stylized hand with an upwardly extended
thumb. Meta Platforms, Inc. (which owns and operates Facebook and Instagram) initially filed opposition to the logo on June 30, 2022.
Thumzup agreed to not use the logo as a reaction to a post and Meta Platforms, Inc. subsequently withdrew their opposition on August
5, 2022, and it was dismissed without prejudice.

 Business
Model

 Advertisers
purchase a campaign on the Thumzup website. Once the advertiser approves a post for payment, the platform facilitates the payment
to the Creator, with monetary amounts that range from $1.00 to $1,000.00 per approved post. The Thumzup platform enables the advertiser
to screen and filter posts so that the advertiser only pays for posts that are commercially valuable, ensuring Creators are rewarded
for posts that have images and text that represent the advertiser in a positive manner.

 Per
Post Fee Structure: Thumzup advertisers are charged a 'Per Post Fee' model. By way of illustration, if an advertiser
purchases 100,000 posts at a rate of $10 per post to Thumzup Creators, the total cost would be $13.00 per post or $1,300,000. From
this, Creators in this illustration would receive a total of $1,000,000 and Thumzup would retain $300,000 as its service fee. The
Thumzup platform would then facilitate 100,000 endorsed posts for the advertiser from Thumzup Creators sharing with their followers
about their endorsed products on social media.

 Value
Proposition

 The
Thumzup App is designed to generate scalable, genuine social media content for advertisers, bridging the gap between advertisers
and individuals who are willing to authentically promote their products online. The Company envisions that many gig economy workers will
be ideal candidates to become Creators posting on Thumzup. Envision a gig economy driver endorsing a diner they've just visited
or a gig economy freelance designer at a cafe doing a graphic design project from a gig economy site who takes a moment to post about
the coffee shop – all via Thumzup. The Company believes that Thumzup not only can readily provide supplemental income
for this existing pool of gig economy workers, but also ensures advertisers receive quality content worthy of their ad spend.

 Regulatory
Compliance

 The
Federal Trade Commission regulates and requires certain disclosures by social media influencers, specifying when disclosure is required,
and how the disclosure should be presented. These rules are codified in the Code of Federal Regulations, 16 CFR Part 255. Specifically,
the FTC requires that influencers disclose any financial, employment, personal, or family relationship with a brand. Influencers must
disclose financial relationships and consideration paid including any money, discounted products or other benefits paid to the influencer.
Creators on the Thumzup platform are being paid to post about Thumzup advertisers. Thumzup puts #ad in each post made
on its platform to disclose that the creator has been paid to make the post.

 The
Company does not believe its compliance with existing FTC regulations will have a material effect on capital expenditures, earnings and
competitive position of the Company for the current fiscal year and any other material future period.

 Competition

 The
Company has competitors in influencer marketing software companies as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire,
Influenster, Traackr, and Skeepers. All of the above-named competitor influencer marketing software is focused on influencers who see
themselves as professional influencers. To the best of the Company's knowledge, these competitors are not building platforms designed
to turn social media creators into micro-influencers in the manner that the Company seeks to accomplish. Rep is also an app that connects
brands with influencers who are interesting in promoting brands. Rep's app is different from Thumzup because it is targeting
people who consider themselves influencers.

 The
Company does not currently know of another business that is seeking to build a community of everyday people and empowering them to post
about brands that they love.

 Nevertheless,
the influencer marketing industry segments are rapidly evolving and competitive and the Company expects competition to intensify in the
future with the emergence of new technologies and market entrants. The Company's competitors may enjoy competitive advantages,
such as greater name recognition, longer operating histories, substantially greater market share, established marketing relationships
with, and access to, large existing advertisers and user bases, and substantially greater financial, technical and other resources. These
competitors may use these advantages to offer apps or other products similar to the Company's at a lower price, develop different
products to compete with the Company's current solutions and respond more quickly and effectively than the Company does to new
or changing opportunities, technologies, standards or client requirements particularly across different cities and geographical regions.
Certain competitors could also use strong or dominant positions in one or more markets to gain competitive advantage against the Company
in markets in which it operates in the future. The Company believes its ability to compete successfully for users, content, and advertising
and other customers depends upon many factors both within and beyond the Company's control, including:

 the
 popularity, usefulness, ease of use, performance and reliability of the Thumzup App and services compared to those of competitors;

 the
 ability, in and of itself as well as in comparison to the ability of competitors, to develop new apps, other products and services
 and enhancements to then existing apps, products and services;

 the
 Company's ad targeting and measurement capabilities, and those of its competitors;

 the
 size, composition and level of engagement of the Thumzup App user communities relative to those of the Company's competitors;

 the
 Company's marketing and selling efforts, and those of its competitors;

 the
 pricing of the Thumzup Apps and services relative to those of its competitors;

 the
 actual or perceived return the Company's customers receive from the deployment of the Thumzup Apps within the user communities
 relative to returns from the Company's competitors; and

 the
 Company's reputation and brand strength relative to its competitors.

 Problems
in the market that Thumzup solves

 According
to Inc. Magazine, in 2019, JetBlue Airways did a promotion where it offered free travel to people in exchange for posting about JetBlue
on social media. The promotion was deemed not to be a success because many of the people reportedly deleted the posts after claiming
the reward. JetBlue had no platform for tracking the influencers and holding them accountable. The Thumzup Platform allows Advertisers
to limit and or cap their advertising spend, as well as allowing the Advertiser to approve individual posts prior to the Creator being
paid.

 Employees

 As
of February 21, 2024, The Company has four (4) full-time employees, as well as sixteen (16) marketing, sales, and finance independent
contractors. The Company also utilizes the services of approximately seven (7) part-time software developers. All of these software developers
are third-party contractors and are located outside the United States.

 Legal
Proceedings

 From
time to time, the Company may become involved in litigation or other legal proceedings. The Company is not currently a party to any litigation
or legal proceedings. Regardless of outcome, litigation can have an adverse impact on the Company because of defense and settlement costs,
diversion of management resources and other factors.

 Available
Information:

is located at 11845 W. Olympic Blvd, Ste 1100W #13, Los Angeles, CA 90064. Our telephone number is (800) 403-6150 and our Internet website
address is www. ThumzupMedia.com.

 We
file or furnish electronically with the U.S. Securities and Exchange Commission ("SEC") annual reports on Form 10-K, quarterly
reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act. We make copies of these reports available free of charge through our investor relations website as soon as reasonably
practicable after we file or furnish them with the SEC. These reports are also accessible through the SEC website at www.sec.gov. Information
contained on or accessible through our website www.thumzupmedia.com is not incorporated into, and does not form a part of, this Annual
Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references
only.

 Item
1A. Risk Factors.

 An
investment in our in our common stock involves a high degree of risk. The risks described below include the principal material risks
to our company or to investors that are known to our company. You should carefully consider the risks described below together with the
other information contained in this Form 10-K. If any of the following risks actually occur, our business, financial condition and results
of operations could be materially harmed. As a result, should a trading market develop, as to which no assurance can be given, the trading
price of our common stock could decline, and investors might lose all or part of their investment.

 Risks
Relating to Our Business

 In
addition to the other information in this Annual Report, you should carefully consider the following factors in evaluating us and our
business. This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements that involve risks
and uncertainties, some of which are beyond our control. Should one or more of these risks and uncertainties materialize or should underlying
assumptions prove incorrect, our actual results could differ materially. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below, as well as those discussed elsewhere in this Form 10-K, including the documents incorporated
by reference.

 There
are risks associated with investing in companies such as ours who are primarily engaged in research and development. In addition to risks
which could apply to any company or business, you should also consider the business we are in and the following:

 The
Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated
minimal revenue.

 The
Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $1,573,891
and $587,863, net offering costs of $17,601 and $149,137, along with sales of preferred stock of $0 and $1,259,995, during the years
ended December 31, 2023 and 2022, respectively. As the Company moves forward in developing its technology and commercializing the Thumzup
mobile application (the "Thumzup App" or "App"), or as it responds to potential opportunities and/or adverse
events, the Company's working capital needs may change. Pending its ability to generate adequate cash flow, as to which no assurance
can be given, the Company likely will continue to incur significant losses in the foreseeable future for various reasons, including unforeseen
expenses, difficulties, complications, and delays, and other unknown events. As a result, the Company will require additional funding
to sustain its ongoing operations and to continue its research and development activities. The Company cannot assure that its available
funds will be sufficient to meet its anticipated needs for working capital and capital expenditures through any period of twelve months.

 The
Company's ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.
The Company can give no assurances it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain
continuing operations, or that additional funding, if required, will be available when needed or, if available, on favorable terms.

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

 For
the year ended December 31, 2023, we incurred a net loss available to shareholders of $3,324,180 primarily due to software research
and development expenses of $513,088, marketing expenses of $855,270, professional and consulting expenses of $727,554, and general
and administrative expenses of $395,624. For the year ended December 31, 2022, the Company incurred a net loss available to
shareholders of $1,504,681, primarily due to software research and development expenses of $567,408, marketing expenses of $224,088,
and general and administrative expenses of $418,940.

 The
Company expects to continue to incur losses from operations and negative cash flows, which raise substantial doubt about its ability
to continue as a "going concern."

 The
Company anticipates incurring additional losses until such time, if ever, it can obtain adequate Advertiser support and acceptance by
Creators. Substantial additional financing will be needed to fund the Company's development, marketing and sales activities and
generally to commercialize its technology and develop brand support and Creator acceptance. These factors raise substantial doubt about
the Company's ability to continue as a going concern.

 The
Company will seek to obtain additional capital through the issuance of debt or equity financings or other arrangements to fund operations;
however, there can be no assurance it will be able to raise needed capital under acceptable terms, if at all. The sale of additional
equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding
shares of Common Stock. Should the Company choose to issue debt in the future, such debt securities may contain covenants and limit the
Company's ability to pay dividends or make other distributions to shareholders. If the Company is unable to obtain such additional
financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company's ability to raise
capital, the Company believes that there is substantial doubt as to its ability to continue as a going concern.

 The
Company's independent registered public accounting firm's reports have raised substantial doubt as to its ability to continue
as a "going concern."

 The
Company's independent registered public accounting firm indicated in its reports on the audited financial statements for the years
ended December 31, 2023 and 2022 that there is substantial doubt about the Company's ability to continue as a going concern. A
"going concern" opinion indicates that the financial statements have been prepared assuming the business will continue as
a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of
assets, or the amounts and classification of liabilities that may result if the Company does not continue as a going concern. Therefore,
prospective Investors should not rely on the Company balance sheet as an indication of the amount of proceeds that would be available
to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. The presence
of the going concern note to the Company's financial statements may have an adverse impact on the relationships the Company is
developing and plan to develop with third parties as it continues the commercialization of its products and could make it challenging
and difficult for the Company to raise additional financing, all of which could have a material adverse impact on the business and prospects
and result in a significant or complete loss of an investment.

 There
is no assurance that the Company will ever be profitable or that debt or equity financing will be available to it in the amounts, on
terms, and at times deemed acceptable to the Company, if at all. The issuance of additional equity securities by the Company would result
in a significant dilution in the equity interests of its Shareholders. Obtaining commercial loans, assuming those loans would be available,
would increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts
and on terms deemed acceptable to it, the Company may be unable to continue the business, as planned, and as a result may be required
to scale back or cease operations, the results of which would be that shareholders would lose some or all of their investment. The financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or
the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 The
continuing COVID-19 pandemic may have a significant negative impact on the Company's business, sales, results of operations and
financial condition.

 The
COVID-19 pandemic continues to adversely affect the United States of America and the world, including in the primary regions in which
the Company plans to operate. Additionally, the Company's liquidity could be negatively impacted if these conditions continue for
a significant period of time. Capital and credit markets have been disrupted by the crisis and the Company's ability to obtain
any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued
impact of the crisis, further actions may be required to improve the Company's cash position and capital structure.

 The
extent to which the COVID-19 outbreak could ultimately impact the Company's business, sales, results of operations and financial
condition, will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the
duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what
extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has fully subsided, the Company may continue
to experience significant impacts to its business as a result of its global economic impact, including any economic downturn or recession
that has occurred or may occur in the future.

 The
Company may not generate sufficient cash flows to cover its operating expenses.

 As
noted previously, the Company has incurred operating losses since inception and expects to continue to incur losses as a result of expenses
related to research and continued development of its technology, marketing expense, and corporate general and administrative expenses.
The Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock
of $1,573,891 and $587,863, net offering costs of $17,601 and $149,137, along with sales of preferred stock of $0 and $1,259,995, during
the years ended December 31, 2023 and 2022, respectively.

 As
of December 31, 2023, the Company had total Shareholders' equity of $349,327, an accumulated deficit of $5,691,803, and cash and
cash equivalents of approximately $259,212. Although the Company had cash on hand of $259,212 as of December 31, 2023, there is no assurance
that these funds will prove adequate beyond twelve months.

 In
the event that the Company is unable to generate sufficient cash from its operating activities or raise additional funds, it may be required
to delay, reduce or severely curtail its operations or otherwise impede the Company's on-going business efforts, which could have
a material adverse effect on its business, operating results, financial condition and long-term prospects.

 Security
breaches and other disruptions could compromise the Company's information and expose it to liability, which would cause its business
and reputation to suffer.

 In
the ordinary course of the Company's business, it may collect and store sensitive data, including intellectual property, proprietary
business information, proprietary business information of its customers, including, credit card and payment information, and personally
identifiable information of customers and employees. The secure processing, maintenance, and transmission of this information is critical
to the Company's operations and business strategy. As such, the Company is subject to federal, state, provincial and foreign laws
regarding privacy and protection of data. Some jurisdictions have enacted laws requiring companies to notify individuals of data security
breaches involving certain types of personal data and the Company's agreements with certain customers require it to notify them
in the event of a security incident. Evolving regulations regarding personal data and personal information, in the European Union and
elsewhere, including, but not limited to, the General Data Protection Regulation (GDPR), and the California Consumer Privacy Act of 2018,
especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit
the Company's ability to operate or expand its business. Such laws and regulations require or may require the Company or its customers
to implement privacy and security policies, permit consumers to access, correct or delete personal information stored or maintained by
the Company or its customers, inform individuals of security incidents that affect their personal information, and, in some cases, obtain
consent to use personal information for specified purposes.

 The
Company intends to take reasonable steps to protect the security, integrity and confidentiality of the information it collects, uses,
stores, and discloses, and it takes steps to strengthen its security protocols and infrastructure, however, the Company's information
technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions.
The Company also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance.
Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons
and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised.
Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect
the privacy of personal information, regulatory penalties, a disruption of the Company's operations, damage to its reputation,
a loss of confidence in the Company's business, early termination of its contracts and other business losses, indemnification of
its customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties,
litigation, regulatory investigations and other significant liabilities, any of which could materially harm and adversely affect the
Company's business, revenues, and competitive position.

 The
Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content,
and utilize the content derived therefrom for the potential generation of revenues.

 The
Company depends on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational
support necessary to provide some of its products and services. Some of these third parties do not have a long operating history or may
not be able to continue to supply the equipment and services the Company desires in the future. If demand exceeds these vendors'
capacity, or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services
the Company needs in a timely manner, at its specifications and at reasonable prices, the Company's ability to provide some products
and services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials
or services might delay its ability to serve its users. These events could materially and adversely affect the Company's ability
to retain and attract users, and have a material negative impact on its operations, business, financial results, and financial condition.

 Because
the Company does not intend to pay any cash dividends on its shares of common stock in the near future, shareholders will not be able
to receive a return on their shares unless and until they sell them.

 The
Company intends to retain a significant portion of any future earnings to finance the development, operation and expansion of its business.
The Company does not anticipate paying any cash dividends on its Common Stock in the near future. The declaration, payment, and amount
of any future dividends will be made at the discretion of the Company Board of Directors, and will depend upon, among other things, the
results of operations, cash flows, and financial condition, operating and capital requirements, and other factors as its Board of Directors
considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with
respect to the amount of any such dividend. Unless the Board of Directors determines to pay dividends, Shareholders will be required
to look to appreciation of the Company's Common Stock to realize a gain on their investment. There can be no assurance that this
appreciation will occur.

 The
Company is dependent on key personnel.

 The
Company's continued success will depend, to a significant extent, on the services of its Directors, executive management team,
and key personnel. If one or more of these individuals were to leave, there is no guarantee the Company could replace them with qualified
individuals in a timely or economically satisfactory manner or at all. The loss or unavailability of any or all of these individuals
could harm the Company's ability to execute its business plan, maintain important business relationships and complete certain product
development initiatives, which would have a material adverse effect on its business, results of operations and financial conditions.

 The
Company may not be able to successfully execute the business plan.

 The
Company is raising significant amounts of capital in order to scale its operations. This will allow the Company to expand its operations
and continue to build out its business model. There is no guarantee that the Company will be able to achieve or sustain the foregoing
within the anticipated timeframe, or at all - even though the Company's Directors and Officers are industry professionals. The
Company may exceed the budget, encounter obstacles in development activities, or be hindered or delayed in implementing the Company's
plans, any of which could imperil the Company's ability to execute its business plan.

 The
Company is a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets
in which it intends to operate.

 The
Company was formed in Nevada in October 2020 and will encounter difficulties, including unforeseen difficulties as an early-stage, pre-revenue
company in establishing the credibility of its brand and service.

 The
Company will incur net losses in the foreseeable future if it is unable to anticipate market trends and match its service offerings to
market patterns. The Company's business strategy is unproven, and it may not be successful in addressing early-stage challenges,
such as establishing the Company's position in the market and developing effective marketing of its Thumzup App. To implement
its business plan, the Company will be required to obtain additional financing but cannot guarantee that such additional financing will
be available.

 The
Company's prospects must be considered highly speculative, considering the risks, expenses, and difficulties frequently encountered
in the establishment of a new business with an unproven business plan, specifically the risks inherent in developmental stage companies
seeking to have mobile app users with limited number social media followers endorse products or services at a level that Advertisers
will seek to fund and support. The Company expects to continue to incur significant operating and capital expenditures and, as a result,
it expects significant net losses in the future. The Company cannot assure that it will be able to achieve positive cash flow operations
or, if achieved, that positive cash can be maintained for any significant period, or at all.

 Although
the Company believes that its business strategy addresses an underserved but significant niche of market segment utilizing important
Creators or consumers whom it defines as "micro-influencers," the Company may not be successful in the implementation of
its business strategy or its business strategy may not be successful, either of which will impede the Company's development and
growth. The Company's business strategy involves attracting a large number of Creators who are active in social media and who are
willing to make recommendations over the Thumzup App with Advertisers who find the Company's service cost effective in generating
sales and market support. The Company's ability to implement this business strategy is dependent on its ability to:

 predict
 concerns of Advertisers;

 identify
 and engage Advertisers;

 convince
 a large number of end users to adopt the Thumzup App;

 establish
 brand recognition and customer loyalty; and

 manage
 growth in administrative overhead costs during the initiation of the Company's business efforts.

 The
Company does not know whether it will be able to successfully implement its business strategy or whether the Company's business
strategy will ultimately be successful. In assessing the Company's ability to meet these challenges, a potential Investor should
consider the Company's lack of operating history and brand recognition, its focus on nano-influencer Creators, management's
relative inexperience, the competitive conditions existing in its industry and general economic conditions and consumer discretionary
spending habits. The Company's growth is largely dependent on its ability to successfully implement its business strategy. The
Company's revenue may be adversely affected if it fails to implement its business strategy or if the Company diverts resources
to a business strategy that ultimately proves unsuccessful.

 The
Company has not yet established brand identity and customer loyalty.

 The
Company believes that establishing and maintaining brand identity and brand loyalty is critical to attracting and retaining active users
to the Thumzup App program. In order to attract Thumzup App Creators to the Company's program quarter over quarter, the
Company may need to spend substantial funds to create and maintain brand recognition among Thumzup App users. If the Company's
branding efforts are not successful, its ability to earn revenues and sustain its operations will be materially impaired.

 Promotion
and enhancement of the Thumzup App will also depend on the Company's success in consistently providing high-quality, ease-of-use,
fun-to-share products or recommended services to the Company's App users. Since the Company relies on technology partners to provide
portions of the service to its customers, if the Company's suppliers do not send accurate and timely data, or if its customers
do not perceive the products it offers as attractive or superior, the value of the Thumzup brand could be harmed. Any brand impairment
or dilution could decrease the attractiveness of Thumzup to one or more of these groups, which could harm the Company's business,
results of operations and financial condition.

 The
Company cannot assure investors that the Thumzup App will be accepted.

 Anticipation
of demand and market acceptance of service offerings are subject to a high level of uncertainty and challenges to implementation. The
success of the Company's service offerings primarily depends on the interest of Creators joining its service, as to which it cannot
assure to prospective Investors. In general, achieving market acceptance for the Company's services will require substantial marketing
efforts and the expenditure of significant funds, the availability of which the Company cannot be assured, to create awareness and demand
among customers. The Company has limited financial, personnel and other resources to undertake extensive marketing activities. Accordingly,
no assurance can be given as to the acceptance of the Thumzup App services or the Company's ability to generate the revenues
necessary to remain in business.

 A
better financed competitor may enter the marketplace, cause the Company's market share or acceptance rates to plummet and adversely
affect its ability to sustain viable operations.

 While
platforms are in operation for professional or large-scale influencers, to the Company's knowledge no other company is currently
offering Advertisers a scalable platform to activate everyday end-user micro-influencers who do not possess a large legion of followers.
The success of the Company's service offerings primarily depends on the interest of Creators and Advertisers joining its service,
as opposed to a similar service offered by a competitor catering to celebrities or other large-scale influencers. If a direct competitor
having greater human and cash resources enters the market targeting micro-influencers, the Company's achieving market acceptance
for the Thumzup App may require additional marketing efforts and the expenditure of significant funds to create awareness and demand
among customers. The Company has limited financial, personnel and other resources to undertake additional marketing activities. Accordingly,
the Company may be unable to compete, its operations may suffer, and it may suffer greater losses.

 Although
the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage.

 The
Company uses "Thumzup " as a brand name, however it cannot assure prospective Investors that the services it sells, or
that its brand name will not infringe on the intellectual property rights of others, or that the Company's assertions of intellectual
property rights will be enforceable or provide protection against competitive products or otherwise be commercially valuable. Moreover,
enforcement of intellectual property rights typically requires time-consuming and costly litigation, and the Company cannot assure that
others will not independently develop substantially similar products.

 The
Company's future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer
trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors.

 As
a result of the Company's lack of operating history, it is unable to forecast market penetration or anticipated revenue and it
has little historical financial data upon which to base planned operating expenses. The Company bases its current and future expense
levels on its operating plans and estimates of future expenses. The Company's expenses are dependent in large part upon expenses
associated with its proposed marketing expenditures and related overhead expenses, and the costs of hiring and maintaining qualified
personnel to carry out its respective services. Sales and operating results are difficult to forecast because they will depend on the
growth of the Company's customer base, changes in customer demands based on consumer trends, the degree of utilization of its advertising
services as well as the mix of products and services sold by its Advertisers.

 As
a result, the Company may be unable to make accurate financial forecasts and adjust its spending in a timely manner to compensate for
any unexpected revenue shortfall. This inability could cause the Company's net losses in a given quarter to be greater than expected
and could further cause continuing greater losses quarter over quarter.

 The
Company's ability to succeed will depend on the ability of its management to control costs.

 The
Company has used reasonable commercial efforts to assess and predict costs and expenses based on the and restricted cash experience of
its management. However, the Company has a limited operating history upon which to base predictions. Implementing its business plan may
require more employees, equipment, supplies or other expenditure items than the Company has predicted. Similarly, the cost of compensating
additional management, employees and consultants or other operating costs may be more than its estimates, which could result in sustained
losses.

 Key
personnel of the Company do not devote full time to the affairs of the Company and could allocate their time and attention to other business
ventures which may not benefit the Company.

 The
Company's Officers and Directors may engage in other activities. Although there are none known to the Company, the potential for
conflicts of interest exists among the Officers, Directors, and affiliated persons for future business opportunities that may not be
presented to the Company. The Company's Officers and Directors may have conflicts of interests in allocating time, services, and
functions between the other business ventures in which those persons may be or become involved. The Company's Officers and Directors
however believe that the business will have sufficient staff, consultants, employees, agents, contractors, and managers to adequately
conduct its business.

 The
Company's Officers, Directors, and employees are entitled to receive compensation, payments and reimbursements, regardless of whether
it operates at a profit or a loss.

 Any
compensation received by the Officers, management personnel, and Directors, and for the Company's founders will be determined from
time to time by the Board of Directors. The Company's Officers, Directors and management personnel will be reimbursed for any out-of-pocket
expenses incurred on their behalf.

 Combination
or "layering" of multiple risk factors may significantly increase the risk of loss on share of the Company's common
stock.

 Although
the various risks discussed in this report are generally described separately, investors should consider the potential effects of the
interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor may be significantly
increased. In considering the potential effects of layered risks, an Investor should carefully review the descriptions of the shares.

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

 Consumer
purchases of discretionary retail items and restaurants may be adversely affected by national and regional economic, market and other
conditions such as employment levels, salary and wage levels, the availability of consumer credit, inflation, high interest rates, high
tax rates, high fuel prices, the threat of a pandemic or other health crisis (such as COVID-19) and consumer confidence with respect
to current and future economic, market and other conditions. Consumer purchases may decline during recessionary periods or at other times
when unemployment is higher or disposable income is lower. These risks may be exacerbated for retailers such as our Advertisers. Consumer
willingness to make discretionary purchases may decline, may stall or may be slow to increase due to national and regional economic conditions.
Our financial performance is particularly susceptible to economic and other conditions in regions or states where we have a significant
presence. There remains considerable uncertainty and volatility in the national and global economy. Further or future slowdowns or disruptions
in the economy, market and other conditions could adversely affect mall traffic and new mall and shopping center development and could
materially and adversely affect us and our business strategy. We may not be able to sustain or increase our current net sales if there
is a decline in consumer spending.

 A
deterioration of economic conditions and future recessionary periods may exacerbate the other risks faced by our business, including
those risks we encounter as we attempt to execute our business plans. Such risks could be exacerbated individually or collectively.

 Russia's
Invasion of Ukraine may negatively impact our business.

 On
February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various financial markets and
across various sectors. The United States and other countries, along with certain international organizations, have imposed economic
sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the invasion. The extent and
duration of the military action, resulting sanctions and future market disruptions in the region are impossible to predict. Moreover,
the ongoing effects of the hostilities and sanctions may not be limited to Russia and Russian companies and may spill over to and negatively
impact other regional and global economic markets of the world, including Europe and the United States. The ongoing military action along
with the potential for a wider or nuclear conflict could further increase financial market volatility and cause negative effects on regional
and global economic markets, industries, and companies. It is not currently possible to determine the severity of any potential adverse
impact of this event on the financial condition of any of the Company's securities, or more broadly, upon the global economy.

 Several
of our outsourced developers are based in Pakistan and our product development could be impacted by conflict in the Middle East.

 Pakistan's
economy is heavily dependent on exports and subject to high interest rates, economic volatility, inflation, currency devaluations, high
unemployment rates and high level of debt and public spending. There is also the possibility of nationalization, expropriation or confiscatory
taxation, security market restrictions, political changes, government regulation, a conflict with India, or diplomatic developments (including
war or terrorist attacks), which could affect adversely the economy of Pakistan or the ability of the Company to continue developing
its platform. As an emerging country, Pakistan's economy is susceptible to economic, political and social instability; unanticipated
economic, political or social developments could impact economic growth. Pakistan is also subject to natural disaster risk. In addition,
recent political instability and protests in the Middle East have caused significant disruptions to many industries. Pakistan has recently
seen elevated levels of ethnic and religious conflict, in some cases resulting in violence or acts of terrorism. Continued political
and social unrest in these areas may negatively affect the Company.

 We
rely on third-party internal and outsourced software to run our critical development and information systems. As a result, any sudden
loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management
of our business operations.

 We
rely on third-party software to run our critical development and information systems. We also depend on our software vendors to provide
long-term software maintenance support for our information systems. Software vendors may decide to discontinue further development, integration
or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current
information systems and migrate some or all of our development and information systems, thus increasing our operational expense as well
as disrupting the management of our business operations.

 Cyber
security breaches of our systems and information technology could adversely impact our ability to operate.

 We
need to protect our own internal trade secrets, work product for our clients, and other business confidential information from disclosure.
We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks
and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary
or classified information.

 We
rely on industry-accepted security measures and technology to maintain securely all confidential and proprietary information on our information
systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they are still
vulnerable to these threats. A user who circumvents security measures can misappropriate confidential or proprietary information, including
information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. Our industry has not
been immune from organized cyber-attacks from persons seeking a ransom as a condition of releasing access to the firm's computer
systems. As a result, we can be required to expend significant resources to protect against the threat of these system disruptions and
security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events can damage our reputation and
have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

 We
rely heavily on information technology (IT) both in our products and services for customers and in our IT systems used to run our
business. Further, we collect and store sensitive information in cloud-based data centers and on our networks. Government agencies
and security experts have warned about growing risks of hackers, cyber-criminals, malicious insiders and other actors targeting confidential
information and all types of IT systems. These actors may engage in fraudulent activities, theft of confidential or proprietary information
and sabotage or ransomware.

 Our
IT systems, our connected products, and our confidential information may be vulnerable to damage or intrusion from a variety of attacks
including computer viruses, worms or other malicious software programs. The risk of such attacks may increase as we integrate newly acquired
companies or develop new connected products and related software. These attacks pose a risk to the security of our products, private
data, systems and networks and those of our customers, suppliers and third-party service providers, as well as to the confidentiality
of our information and the integrity and availability of our data. While we attempt to mitigate these risks through board oversight,
hiring additional internal cyber-security professionals to manage these risks, enhancing controls, due diligence, employee training
and communication, third party intrusion testing, system hardening, email and web filters, regular patching, multi-factor authentication,
surveillance, encryption, and other measures, we remain vulnerable to information security threats.

 We
monitor certain cyber security threats and vulnerabilities in our systems, and we have experienced viruses and attacks targeting our
IT systems and networks. Such prior events, to date, have not had a material impact on our financial condition, results of operations
or liquidity. Despite the precautions we take, we have had, and could have again, an intrusion or infection of our systems or connected
products. While such intrusions or infections to date have not resulted in the significant disruption of our business, or a
loss of proprietary or confidential information, we cannot guarantee the same for future intrusions or infections. Similarly, an attack
on our IT systems or connected products could result in theft or disclosure of trade secrets or other intellectual property, a breach
of confidential customer or employee information, or product failure or misuse. Any such events could have an adverse impact on sales,
harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns. As
the threats evolve and become more potent, we may incur additional costs to secure the products that we sell, as well as our data and
infrastructure of networks and devices.

 Risks
Related to the Common Stock

 There
can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange. Failure to develop or
maintain an active trading market could negatively affect the value of our Common Stock and make it difficult or impossible for investors
to sell their shares in a timely manner.

 There
is currently very limited trading of our Common Stock, and an active trading market may never develop. Our Common Stock is quoted on
the OTCQB tier of the OTC Markets. The OTCQB tier of the OTC Markets is a thinly traded market and lacks the liquidity of certain other
public markets with which some investors may have more experience. While we remain determined to work towards getting our securities
listed on a national exchange, there can be no assurance that this will occur. As a result, we may never develop an active trading market
for our securities which may limit our investors' ability to liquidate their investments.

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

 The
Company is reliant on the Directors and Officers for key operations. Officers and Directors currently own a majority of common shares
outstanding. The Board, therefore, has complete control as to the direction of the Company. There is a disproportionate reliance on the
Directors and Officers for the operation of the Company, and therefore a risk that the direction of the Company may change if the Board
or Officers are unable to perform their duties as Directors and Officers.

 The
Company's common stock price may be volatile, which could result in substantial losses to investors and litigation.

 In
addition to changes to market prices based on the Company's results of operations and the factors discussed elsewhere in this "Risk
Factors" section, the market price of and trading volume for the common stock may change for a variety of other reasons, not necessarily
related to the Company's actual operating performance. The capital markets have experienced extreme volatility that has often been
unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price
of the Company's common stock. In addition, the average daily trading volume of the securities of small companies can be very low,
which may contribute to future volatility. Factors that could cause the market price of the Common Stock to fluctuate significantly include:

 the
 results of operating and financial performance and prospects of other companies in the same industry;

 strategic
 actions by the Company or its competitors, such as acquisitions or restructurings;

 announcements
 of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by competitors;

 the
 public's reaction to Company press releases, other public announcements, and filings with the Securities and Exchange Commission;

 lack
 of securities analyst coverage or speculation in the press or investment community about the Company or market opportunities in the
 social media marketing industry;

 changes
 in government policies in the United States and, as the Company's international business increases, in other foreign countries;

 changes
 in earnings estimates or recommendations by securities or research analysts who track the Company's Common Stock or failure
 of the Company's actual results of operations to meet those expectations;

 market
 and industry perception of the Company's success, or lack thereof, in pursuing its growth strategy;

 changes
 in accounting standards, policies, guidance, interpretations or principles;

 any
 lawsuit involving the Company, its services or its products;

 arrival
 and departure of key personnel;

 sales
 of common stock by the Company, its investors or members of its management team; and

 changes
 in general market, economic and political conditions in the United States and global economies or financial markets, including those
 resulting from natural or man-made disasters.

 Any
of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of the
Company's common stock and could seriously harm the market price of the common stock, regardless of the Company's operating
performance. This may prevent an Investor from being able to sell its shares at or above the price the investor paid for its shares of
common stock, if at all. In addition, following periods of volatility in the market price of a company's securities, shareholders
often institute securities class action litigation against that company. The Company's involvement in any class action suit or
other legal proceeding could divert its senior management's attention and could adversely affect the Company's business,
financial condition, results of operations and prospects.

 The
sale or availability for sale of substantial amounts of the Company's common stock could adversely affect the market price of the
common stock.

 Sales
of substantial amounts of shares of the Company's common stock, or the perception that these sales could occur, could adversely
affect the market price of the common stock and could impair the Company's future ability to raise capital through common stock
offerings. The Company's Officers and Directors still beneficially own, collectively, a substantial percentage of the outstanding
common stock. If one or more of them were to sell a substantial portion of the shares they hold, it could cause the Company's stock
price to decline.

 The
Company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders. The Company's
Officers and Directors will significantly influence its activities, and their interests may differ from an investor's interests
as a shareholder.

 The
Company's Officers and Directors still beneficially own, collectively, a substantial percentage of the outstanding common stock.
Accordingly, these shareholders have had, and will continue to have, significant influence in determining the outcome of any corporate
transaction or any other matter submitted for approval to the Company's shareholders, including mergers, consolidations and the
sale of assets, Director elections and other significant corporate actions. They will also have significant influence in preventing or
causing a change in control of the Company. In addition, without the consent of these shareholders, the Company could be prevented from
entering into transactions that could be beneficial to it. The interests of these shareholders may differ from an Investor's interests
as a shareholder, and they may act in a manner that advances their best interests and not necessarily those of other shareholders.

 The
Company is an "emerging growth company" under the JOBS Act and it cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make the Company's common stock less attractive to investors.

 The
Company is an "emerging growth company," as defined in the JOBS Act, and it expects to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not "emerging growth companies"
including, but not limited to, (i) being required to present only two years of audited financial statements and related financial disclosure,
(ii) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (iii) extended
transition periods for complying with new or revised accounting standards, (iv) reduced disclosure obligations regarding executive compensation
in periodic reports and proxy statements and (v) exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. The Company has taken, and in the future
may take, advantage of these exemptions until such time that it is no longer an "emerging growth company. As a result, the Company's
financial statements may not be comparable to companies that comply with public company effective dates. The Company cannot predict if
investors will find its Common Stock less attractive because it relies on these exemptions. If some investors find the Company's
Common Stock less attractive as a result, there may be a less active trading market for the Common Stock and the price of the Common
Stock may be more volatile.

 The
Company will remain an "emerging growth company" for up to five years, although it will lose that status sooner if its annual
revenues exceed $1.07 billion, if it issues more than $1 billion in non-convertible debt in a three-year period, or if the market value
of the Common Stock that is held by non-affiliates exceeds $700 million as of any June 30.

 The
Company's disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

 The
Company is subject to the periodic reporting requirements of the Exchange Act, and will be required to maintain disclosure controls and
procedures that are designed to reasonably assure that information required to be disclosed by the Company in reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the
SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

 As
a public company, the Company is also required to maintain internal control over financial reporting and to report any material weaknesses
in those internal controls. Such internal controls are 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.
A 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.

 If
the material weaknesses in the Company's internal controls are not fully remediated or if additional material weaknesses are identified,
those material weaknesses could cause the Company to fail to meet its future reporting obligations, reduce the market's confidence
in its financial statements, harm the stock price and subject the Company to sanctions or investigations by the SEC or other regulatory
authorities. In addition, the Company's common stock may not be able to remain quoted on OTCQB or any other securities quotation
service or exchange.

 For
as long as the Company is an "emerging growth company," as defined in the JOBS Act, or a non-accelerated filer, as defined
in Rule 12b-2 under the Exchange Act, the Company's auditors will not be required to attest as to its internal control over financial
reporting. If the Company continues to identify material weaknesses in its internal control over financial reporting, are unable to comply
with the requirements of Section 404 in a timely manner, are unable to assert that its internal control over financial reporting is effective
or, once required, the Company's independent registered public accounting firm is unable to attest that its internal control over
financial reporting is effective, investors may lose confidence in the accuracy and completeness of its financial reports and the market
price of the Company's common stock could decrease. The Company could also become subject to stockholder or other third-party litigation
as well as investigations by the securities exchange on which the Company's securities are listed, the SEC or other regulatory
authorities, which could require additional financial and management resources and could result in fines, trading suspensions or other
remedies.

 If
equity research analysts do not publish research or reports about the company, or if they issue unfavorable commentary or downgrade its
common stock, the market price of its common stock will likely decline.

 The
trading market for the Company's common stock will rely in part on the research and reports that equity research analysts, over
whom it has no control, publish about the Company and its business. The Company may never obtain research coverage by securities and
industry analysts. If no securities or industry analysts commence coverage of the Company, the market price for its common stock could
decline. In the event the Company obtains securities or industry analyst coverage, the market price of the common stock could decline
if one or more equity analysts downgrade the common stock or if those analysts issue unfavorable commentary, even if it is inaccurate,
or cease publishing reports about the Company or its business.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
1C. CYBERSECURITY.

 Risk
Management and Strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business
objectives and operational needs.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers
and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents
originating from third-parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 ITEM
2. PROPERTIES.

 We
do not own or lease any real property. We run a virtual office model and our business mailing address is 11845 W. Olympic Blvd, Ste 1100W
#13, Los Angeles, CA 90064.

 ITEM
3. LEGAL PROCEEDINGS.

 None.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

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

 Market
Information

 The
Company's common stock is not traded on a national exchange. As of the date of this filing, Company's common stock is quoted
on the OTCQB tier of OTC Markets Group with a trading symbol of "TZUP."

 As
of March 18, 2024, there were 7,720,084 shares of the registrant's common stock outstanding.

 Holders
of Record

 As
of March 18, 2024 there were 306 stockholders of record. The number of record holders was determined from the records of our transfer
agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers,
and registered clearing agencies. The transfer agent of our Common Stock is Securitize (Pacific Stock Transfer), located at 6725 Via
Austi Pkwy Suite 300, Las Vegas, NV 89119.

 The
Company's authorized capital stock consists of 250,000,000 shares of Common Stock, par value $0.001 per share, 25,000,000 shares
of blank check preferred stock, par value $0.001 per share, of which 1,000,000 have been designated as Series A Preferred Convertible
Voting stock. As of March 18, 2024, 7,720,084 shares of Common Stock and 142,213 shares of Series A Preferred Convertible Voting stock
were issued and outstanding. All outstanding shares of the Company's Common Stock and Series A Preferred Convertible Voting Stock
are duly authorized, validly issued, fully-paid and non-assessable. As of the date of this Annual Report on Form 10-K, only shares of
Common Stock and Series A Preferred Convertible Voting Stock are outstanding.

 Dividend
Policy

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

 Recent
Sales of Unregistered Securities

 From
January 10. 2023 to January 10, 2024, the Company conducted an offering under Regulation A+, pursuant to an Offering Statement on Form
1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company sold 424,144 shares for aggregate proceeds
of $1,732,869, net offering expenses of $19,539.

 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.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 Restatement
of Previously Issued Financial Statements

 As
discussed further in Note 2 of our financial statements in Part IV of this amended Annual Report on Form 10-K, we have restated our financial
statements for the fiscal year ended December 31, 2022 and our unaudited condensed interim financial information as of and for the fiscal
period ended March 31, 2023. Refer to the Explanatory Note preceding Part I, Item 1: Financial Statements and Supplementary Data
- Note 2 of our financial statements, for additional details regarding the aforementioned restatement adjustments.

 For
information regarding our controls and procedures, see Part II, Item 9A – Controls and Procedures, of this amended Annual Report
on Form 10-K.

 FORWARD
LOOKING STATEMENTS

 Sections
of this Form 10-K including the Management's Discussion and Analysis or Plan of Operation, contain "forward-looking statements".
These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking
statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies,
and expectations. You can generally identify a forward-looking statement by words such as "may," "will," "should,"
"would," "could," "plans," "goal," "potential," "expect," "anticipate,"
"estimate," "believe," "intent," "project," and similar words and variations thereof.

 INTRODUCTION

Media Corporation ("Thumzup" or "Company") was incorporated on October 27, 2020, under the laws of the State
of Nevada, and its headquarters is located in Los Angeles. The Company's primary business is software as a service provider dedicated
to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media.
Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for
their posts about products and services they love through its technology which utilizes a proprietary mobile app ("App").
The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect
advertisers with individuals who are willing to promote their products online.

 The
Thumzup App enables users to select a brand they want to post about on social media. Once the Thumzup user selects the brand and takes
a photo (using the App), the App will post the photo and a caption to the user's social media account(s). As of the date of this
filing, Instagram is the Company's initial social media platform that is being used, due to its wide acceptance and its great functionality
using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables
brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or
contracting with expensive professional influencers. The Company has recorded nominal revenues during the first nine months of 2023 and
continues with the development of enhancements to its App and marketing efforts.

 The
Company is an "emerging growth company" as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,
has elected to comply with certain reduced public company reporting requirements.

Products and Services

 The
Company specializes in the domain of social media marketing. Thumzup's flagship product, the Thumzup App, available on both
iPhone and Android operating systems, serves as a symbiotic bridge between brands and their enthusiasts. For advertisers, Thumzup
incentivizes real people, referred to as content creators ("Creators"), to generate and post authentic, valuable posts on
social media about the advertiser and its products.

 The
Company seeks to capitalize on industry-wide gig economy and business democratization trends. Immense value and opportunity have been
created through the democratization of various sectors including ride sharing, hospitality, finance and other industries. The Thumzup
suite of tools are designed to facilitate and expedite this democratization trend for consumers and advertisers within the online advertising
space.

 Leveraging
advanced technology, the Company has built a community around its Thumzup App that resonates with the ethos of the influencer and
gig economy. This technology and community are designed to generate scalable authentic product posts, endorsements, and recommendations
for advertisers on social media. It is designed to connect advertisers with individuals who are willing to tell their friends and family
about the advertisers' products both on and offline.

 Emerging
Growth Company

 We
are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

 (a)

 the
 last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.07 billion (as such amount is indexed
 for inflation every five years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published
 by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 (b)

 the
 last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities
 of the issuer pursuant to an effective IPO registration statement;

 (c)

 the
 date on which such issuer has, during the previous three-year period, issued more than $1.0 billion in nonconvertible debt; or

 (d)

 the
 date on which such issuer is deemed to be a 'large accelerated filer', as defined in section 240.12b-2 of title 17, Code
 of Federal Regulations, or any successor thereto.'

 The
Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting
standards and such election is irrevocable if made. As such, we have made the election to use the extended transition period for complying
with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

 We
have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of
the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public
and private companies until those standards apply to private companies. As a result of this election, our financial statements may not
be comparable to companies that comply with public company effective dates.

 OVERVIEW

 We
were formed in October 2020 and have not yet established profitable operations. For the year ended December 31, 2023, we incurred a
net loss of $3,384,380, primarily due to software research and development expenses of $513,088, marketing expenses of $855,270,
professional and consulting expenses of $727,554, and general and administrative expenses of $395,624. For the year ended December
31, 2022, we incurred a net loss of $1,504,681, primarily due to software research and development expenses of $567,408, marketing
expenses of $224,088, and general and administrative expenses of $418,940.

 GOING
CONCERN

 The
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.

 The
Company is a software and services company that relies primarily on equity funding for its operations. The Company generated its
first revenues during December 2021. As of December 31, 2023 and 2022, the Company had a cash balance of $259,212 and $1,155,343,
respectively. The Company used $2,326,523 and $1,083,960 in cash for operating activities during the years ending December 31, 2023
and 2022, respectively. The Company expects that it will need to raise additional funding and manage expenses in order to continue
as a going concern. No assurances can be given that it will be able to raise funds on acceptable terms or at all.

 RESULTS
OF OPERATIONS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 and 2022

 For the Fiscal Year ended

 31-Dec-23

 31-Dec-22

 $ Change

 %Change

 Revenues

 $
 2,048

 $
 2,421

 $
 (373
)

 (15.41
)%

 Operating Expenses

 2,521,078

 1,213,035

 1,308,043

 107.83
 %

 Loss from Operations

 (2,519,030
)

 (1,210,614
)

 (1,308,416
)

 108.08
 %

 Other Income (Expense)

 (805,150
)

 (294,067
)

 (511,083
)

 173.80
 %

 Net Income (Loss) Applicable to Common Stockholders

 $
 (3,324,180
)

 $
 (1,504,681
)

 $
 (1,819,499
)

 120.92
 %

 Revenues

 The
Company generated revenues of $2,048 and $2,421 for the years ended December 31, 2023 and 2022, respectively, a decrease of $373.

 Operating
expenses

 For
the years ended December 31, 2023 and 2022, the Company incurred operating expenses of $2,521,078 and $1,213,035, respectively, an
increase of $1,308,043. The increase in operating expenses was caused by costs of revenues decreasing by $295 from $439 during the
year ended December 31, 2022 to $144 during the year ended December 31, 2023, marketing expenses increasing $631,182 from $224,088
during the year ended December 31, 2022 to $855,270 during the year ended December 31, 2023, general and administrative expenses
decreasing $23,316 from $418,940 during the year ended December 31, 2022 to $395,624 during the year ended December 31, 2023,
depreciation and amortization expenses increasing $27,238 from $2,160 during the year ended December 31, 2022 to $29,398 during the
year ended December 31, 2023, an increase in professional and consulting of $727,554 from $0 during the year ended December 31, 2022
to $727,554 during the year ended December 31, 2023, offset in part by a decrease in software research development expenses of
$54,320 from $567,408 during the year ended December 31, 2022 to $513,088 during the year ended December 31, 2023.

 Net
Loss from operations

 The
Company realized a net loss from operations of $2,519,030 and $1,210,614 for the years ended December 31, 2023 and 2022, respectively,
an increase of $1,308,416 for the reasons stated above.

 Other
expenses

 For
the years ended December 31, 2023 and 2022, the Company had $73,498 and $25,865 in interest expense primarily related to liquidated damages
and debt notes, respectively. For the years ended December 31, 2023 and 2022, the Company had a liquidated damages expense of $731,652
and $268,202, respectively.

 Net
Loss applicable to common shareholders

 The
Company realized a net loss applicable to shareholders of $3,324,180, and $1,504,681 for the years ended December 31, 2023 and 2022,
respectively, an increase of $1,819,499 for the reasons stated above.

 Liquidity
and capital resources

 As
of December 31, 2023 and 2022, the Company had cash in the amount of $259,212 and $1,155,343, respectively. As of December 31, 2023 and
2022, the Company had stockholders' equity of $349,327 and $786,524, respectively.

 The
Company's accumulated deficit was $5,691,803 and $2,367,623 as of December 31, 2023 and 2022, respectively.

 The
Company used net cash in operations of $2,326,523 and $1,083,960 for the years ending December 31, 2023 and 2022, respectively.

 Net
cash used in investing activities for years ending December 31, 2023 and 2022 was $176,499 and $0, respectively, used to purchase computer
equipment.

 Net
cash provided by financing activities was $1,606,891 net of offering costs of $17,601 for the year ended December 31, 2023 comprised
of $33,000 from subscription receivable and $1,591,492 from the sale of common stock.Net cash provided by financing activities was $1,814,858
for the year ended December 31, 2022, comprised of proceeds from the sale of common and preferred stock of approximately $737,000 and
$1,260,000, respectively, offset by costs incurred for equity sales of $149,137 and subscriptions receivable of $33,000.

 Inflation

 The
Company's results of operations have not been affected by inflation and management cannot predict the impact, if any, inflation
might have on its operations in the future.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as
it is a "smaller reporting company," as defined by Rule 229.10(f)(1).

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
financial statements and supplementary data required by this item are included after Part IV of this Annual Report on Form 10-K beginning
on page F-1.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 We
have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K
promulgated under the Securities Act of 1933.

 ITEM
9A. CONTROLS AND PROCEDURES.

 a)
Disclosure and control procedures

 Our
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.

 b)
Management's Report on Internal Control Over Financial Reporting

 Our
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.

 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 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
statements.

 A
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.

 In
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).

 Based
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.

 Further,
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.

 We
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.

 The
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
reporting.

 ITEM
9B. OTHER INFORMATION.

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Management

 The
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").

 Name

 Age

 Title

 Chairman
 of the Board of Directors and Chief Executive Officer

 Haag

 Director

 All
directors serve for one year and until their successors are elected and qualified. All officers serve at the pleasure of the Board of
Directors. 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
directors.

 Information
concerning our executive officers and directors is set forth below.

 Executive
Officers

Steele: Chief Executive Officer, President, Secretary, Treasurer, Director

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

 Directors

Haag: Director

Haag is the Managing Member and sole owner of Westside Strategic Partners LLC, which is an investor in the Company. Since 2012, Mr. Haag
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.

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

 ITEM
11. EXECUTIVE COMPENSATION.

 Summary
Compensation Table

 The
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

 Fiscal
 Year

 Salary

 Bonus

 Other
 Compensation

 Options

 Restricted
 Stock Awards

 Total

 2023

 $
 67,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 67,000

 Chief Executive Officer

 2022

 $
 15,000

 $
 1,653

 $
 -

 $
 -

 $
 -

 $
 16,653

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. Mr. Steele is not compensated for his services as a director of the Company. Mr. Steele received
a bonus of $1,653 during the year ended December 31, 2022.

 Director
Compensation

 The
following table presents the total compensation for the non-employee director of our Board during the fiscal year ended December 31,
2023. 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.

 Name

 Fees Earned
 or Paid in
 Cash ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 All Other
 Compensation ($)

 Total ($)

 Robert Haag

 $
 4,000

 $
 -

 $
 -

 -

 $
 4,000

 Mr.
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.

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

 The
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
owned.

 The
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").

 The
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. We did not
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

 3,100,000

 40.16
 %

 -

 -

 40.16
 %

 Robert Haag (1)

 384,290
 (2)

 4.99
 %

 29,836
 (3)

 20.98
 %

 4.99
 %

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

 3,484,290

 45.15
 %

 29,836

 20.98
 %

 45.15
 %

 Other 5% Stockholder

 Daniel Lupinelli

 1,500,223
 (4)

 19.43
 %

 -

 -

 -
 %

 Joe Thomas (5)

 674,564
 (6)

 8.74
 %

 52,954
 (7)

 37.24
 %

 8.74
 %

 Andrew Haag (8)

 507,773
 (9)

 6.58
 %

 53,394
 (10)

 37.55
 %

 6.58
 %

 (1)
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.

 (2)
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.

 (3)
Consists of 29,836 shares of Series A Preferred held by Westside Strategic Partners, LLC.

 (4)
Consists of 1,500,223 shares of common stock held by Mr. Lupinelli. Pursuant to a non-vote agreement, Mr. Lupinelli may not vote his shares in any corporate actions.

 (5)
Joe Thomas is the Managing Member of SLS Group, LLC ("SLS") and his spouse is a Managing Member of Optimum Holdings, Inc
("Optimum"). Joe Thomas has voting control and investment discretion over securities held by SLS and Optimum. As such, Joe
Thomas may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by SLS
and Optimum. The address of Mr. Thomas is 4580 S Thousand Oaks Drive Salt Lake City, UT 84124.

 (6)
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
A Blocker.

 (7)
Consists of 52,954 shares of Series A Preferred held by Optimum.

 (8)
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.

 (9)
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.

 (10)
Consists of 53,394 shares of Series A Preferred held by HGR.

 Lockup
Agreements

 On
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.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 We
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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
31, 2023.

 On
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.

 On
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.

 On
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
in escrow.

 On
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.)

 On
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.

 On
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.

 On
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.

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

 On
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
$30,000. The Westside Note is retired.

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

 On
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.

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

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Our
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

 2023

 2022

 Audit Fees

 $
 27,000

 $
 30,500

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 Other Fees

 Totals

 $
 27,000

 $
 30,500

 Audit
Fees

 The
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
Fees

 The
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.

 Tax
Fees

 The
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.

 All
Other Fees

 Other
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.

 The
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.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)
Documents filed as part of this Annual Report:

 (1)
Financial Statements.

 The
following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 457)

 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

 (2)
Financial Statement Schedules.

 No
financial statement schedules have been submitted because they are not required or are not applicable or because the information required
is included in the financial statements or the notes thereto.

 (3)
Exhibits.

 Incorporated
 by Reference

 No.

 Description

 Form

 File
 No.

 Exhibit

 Filing
 Date

 3.1

 Articles of Incorporation

 S-1/A

 3.1

 June
 23, 2021

 3.2

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

 1-A/A

 3.2

 3.3

 Amended and Restated Bylaws

 1-A/A

 3.3

 3.4

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

 3.1

 September
 27, 2022

 3.5

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

 4.1

 Form of Common Stock Certificate

 S-1/A

 333-196735

 4.1

 June
 23, 2021

 10.1

 Form of Stock Purchase Agreement

 10.1

 March
 17, 2022

 10.2

 Form of Common Stock Financing Term Sheet

 10.2

 March
 17, 2022

 10.3

 Form of Registration Rights Agreement

 10.3

 March
 17, 2022

 10.4

 Form of Securities Purchase Agreement

 10.1

 September
 27, 2022

 10.5

 Form of Escrow Agreement

 1-A/A

 10.5

 10.6

 Form of Subscription Agreement

 1-A/A

 4.1

 10.7+

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

 1-A/A

 10.6

 10.8+*

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

 10.9*

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

 31.1*

 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

 31.2*

 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

 32.1*

 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

 32.2*

 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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 filed
 herewith.

 +

 Denotes
 a management contract or compensatory plan.

 ITEM
16. FORM 10-K Summary

 None.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 20, 2024.

 Media Corporation

 By:

 /s/

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/

 Chief
 Financial Officer

 (Principal
 Financial/Accounting Officer)

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

 /s/

 Chief
 Executive Officer (Principal Executive Officer) and

 March
 20, 2024

 Chairman
 of the Board of Directors

 /s/

 Chief
 Financial Officer

 March
 20, 2024

 (Principal
 Financial and Accounting Officer)

 /s/
 Robert Haag

 Director

 March
 20, 2024

 Haag

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Thumzup Media Corporation

 Opinion
on the Financial Statements

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

 The
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
deficit. 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.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /S/
 Haynie & Company

 Salt
Lake City, Utah

 March
20, 2024

 We
have served as the Company's auditor since 2021

 F- 1

 BALANCE
SHEETS

 December 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 259,212

 $

 Prepaid expenses

 6,321

 2,903

 Total current assets

 265,533

 1,158,246

 Capitalized software costs, net

 142,614

 -

 Property and equipment, net

 7,040

 2,553

 Total assets

 $
 415,187

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable and accrued expenses

 $
 65,860

 $

 Liquidated damages and accrued interest

 -

 Total current liabilities

 65,860

 374,275

 Total liabilities

 65,860

 374,275

 Commitments and contingencies

 Stockholders' equity:

 Preferred stock - 25,000,000 shares authorized:

 Preferred stock - Series A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized; 142,769 and 125,865 shares issued and outstanding

 Preferred stock

 Common stock, $ 0.001 par value, 250,000,000 shares authorized; 7,656,488 and 7,108,336 shares issued and outstanding, respectively

 7,656

 7,108

 Additional paid in capital

 6,033,331

 Subscription receivable

 -

)

 Accumulated deficit

 ( 5,691,803
)

 ( 2,367,623
)

 Total stockholders' equity

 349,327

 786,524

 Total liabilities and stockholders' equity

 $
 415,187

 $

 The

 F- 2

 STATEMENTS
OF OPERATIONS

 For the Year Ended December 31,

 2023

 2022

 Revenues

 $
 2,048

 $
 2,421

 Operating Expenses:

 Cost of revenues

 Sales and marketing

 855,270

 224,088

 Research and development

 513,088

 567,408

 Professional and consulting

 727,554

 General and administrative

 395,624

 418,940

 Depreciation and amortization

 29,398

 2,160

 Total Operating Expenses

 2,521,078

 1,213,035

 Loss From Operations

 ( 2,519,030
)

 ( 1,210,614
)

 Other Income (Expense):

 Expense for liquidated damages

 ( 731,652
)

 ( 268,202
)

 Interest expense

 ( 73,498
)

 ( 25,865
)

 Total Other Income (Expense)

 ( 805,150
)

 ( 294,067
)

 Net Loss Before Income Taxes

)

)

 Provision for Income Taxes (Benefit)

 -

 -

 Net Loss

)

)

 Net Income (Loss) Available to Common Stockholders

 $
)

 $
)

 Net Income (Loss) Per Common Share:

 Basic

 $
 ( 0.47
)

 $
 ( 0.24
)

 Diluted

 $
 ( 0.47
)

 $
 ( 0.24
)

 Weighted Average Common Shares Outstanding:

 Basic

 7,123,001

 Diluted

 7,123,001

 The

 F- 3

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Preferred Stock

 Additional

 Series A

 Common Stock

 Paid

 Subscription

 Accumulated

 Shares

 Amount

 Shares

 Amount

 In Capital

 Receivable

 Deficit

 Total

 Balance at December 31, 2021

 -

 $
 -

 6,037,836

 $
 6,038

 $
 1,036,749

 $
 -

 $
 ( 862,942
)

 $
 179,845

 Preferred Series A issued for cash

 28,004

 $

 -

 -

 $
 1,259,967

 $
 -

 -

 $
 1,259,995

 Preferred Series A issued for conversion of notes

 95,596

 $

 -

 -

 $
 157,638

 $
 -

 -

 $
 157,733

 Preferred Series A issued for dividends

 2,265

 $

 -

 -

 $
 2,263

 $
 -

 -

 $
 2,265

 Common Stock issued for cash

 -

 -

 286,834

 $

 $
 736,714

 $
)

 -

 $
 704,000

 Common Stock issued for services

 -

 -

 6,000

 $

 $
 50,954

 $
 -

 -

 $
 50,960

 Common Stock issued for conversion of notes

 -

 -

 777,663

 $

 $
 84,765

 $
 -

 -

 $
 85,543

 Stock issuance costs

 -

 -

 -

 -

 $
 ( 149,137
)

 $
 -

 -

 $
 ( 149,137
)

 Net loss

 -

 -

 -

 -

 -

 -

)

 $
)

 Rounding

 -

 -

 -

 -

 -

 -

 -

 Balance at December 31, 2022

 125,865

 $

 7,108,333

 $
 7,108

 $

 $
)

 $
 ( 2,367,623
)

 $
 786,524

 Balance

 125,865

 $

 7,108,333

 $
 7,108

 $

 $
)

 $
 ( 2,367,623
)

 $
 786,524

 Preferred Series A issued for dividends

 10,325

 $

 -

 -

 $
 10,313

 -

 -

 $
 10,325

 Preferred Series A issued for liquidated damages

 6,579

 $

 -

 $
 -

 $
 296,038

 -

 -

 $
 296,045

 Common Stock issued for services rendered

 -

 -

 28,000

 $

 $
 192,012

 -

 -

 $
 192,040

 Common Stock issued for Reg A + offering and cash

 -

 -

 389,896

 $

 $
 1,591,102

 -

 -

 $
 1,591,490

 Common Stock offering costs

 -

 -

 -

 -

 $
 ( 17,601
)

 -

 -

 $
 ( 17,601
)

 Stock subscription receivable received

 -

 -

 -

 -

 -

 $
 33,000

 -

 $
 33,000

 Common stock issued for liquidated damages and accrued interest

 -

 -

 130,259

 $

 $
 781,554

 -

 -

 $
 781,684

 Net loss

 -

 -

 -

 -

 -

 -

 $
)

 $
)

 Balance at December 31, 2023

 $
 142,769

 $

 $
 7,656,488

 $
 7,656

 $
 6,033,331

 $
 -

 $
 ( 5,691,803
)

 $
 349,327

 Balance

 142,769

 7,656,488

 7,656

 6,033,331

 -

 ( 5,691,803
)

 349,327

 The

 F- 4

 CONSOLIDATED
STATEMENTS OF CASHFLOWS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

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

 Depreciation and amortization expense

 29,398

 2,160

 Stock issued for services

 192,040

 50,960

 Preferred stock dividend paid with stock

 10,325

 2,265

 Preferred stock issued for liquidated damages

 296,043

 -

 Common stock issued for liquidated damages

 781,684

 Interest expense paid with stock on conversion

 -

 8,886

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 3,418
)

 ( 2,903
)

 Accounts payable and accrued expenses

 ( 25,499
)

 76,437

 Liquidated damages and accrued interest

)

 Net cash used in operating activities

 ( 2,326,523
)

 ( 1,083,960
)

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 7,986
)

 -

 Capitalized software costs

 ( 168,513
)

 -

 Net cash used in investing activities

 ( 176,499
)

 -

 Cash flows from financing activities:

 Proceeds from sale of common stock

 1,591,492

 737,000

 Subscription receivable

 33,000

)

 Costs incurred for equity sales

 ( 17,601
)

 ( 149,137
)

 Proceeds from sale of preferred stock

 -

 1,259,995

 Net cash provided by financing activities

 1,606,891

 1,814,858

 Net (decrease) increase in cash

 ( 896,131
)

 730,898

 Cash, beginning of year

 424,445

 Cash, end of year

 $
 259,212

 $

 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

 $
 -

 $
 157,733

 Common shares issued upon conversion of convertible notes and accrued interest

 $
 -

 $
 85,543

 The

 F- 5

Media Corporation

 Notes
to Financial Statements

31, 2023

 Note
1 - Business Organization and Nature of Operations

Media Corporation ("Thumzup" or "Company") was incorporated on October 27, 2020, under the laws of the State
of Nevada, and its headquarters is located in Los Angeles, California. The Company's primary business is software as a service
provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience
on social media. Thumzup's mission is to democratize social media marketing by connecting advertisers with non-professional people,
who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app
("App"). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is
designed to connect advertisers with individuals who are willing to promote their products online.

 The
Company is an "emerging growth company" as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,
has elected to comply with certain reduced public company reporting requirements.

 Note
2 - Restatement

 The
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.

 In
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.

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

 Liquidated
damages: 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.

 In
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.

 The
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.

 Comparison
of restated financial statements to financial statements as previously reported

 The
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.

 F- 6

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

 BALANCE
SHEETS

 Schedule
of Restated Balance Sheets and Statements of Operations

 December 31, 2022

 Restatement Adjustment

 December 31, 2022

 (As Reported)

 (As Restated)

 ASSETS

 Current assets:

 Cash

 $

 $
 -

 $

 Prepaid expenses

 2,903

 -

 2,903

 Total current assets

 1,158,246

 -

 1,158,246

 Property and equipment, net

 2,553

 -

 2,553

 Total assets

 $

 $
 -

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable and accrued expenses

 $

 $
 -

 $

 Liquidated damages and accrued interest

 -

 Total current liabilities

 374,275

 Total liabilities

 374,275

 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

 7,108

 -

 7,108

 Additional paid in capital

 -

 Subscription receivable

)

 -

)

 Accumulated deficit

 ( 2,084,707
)

)

 ( 2,367,623
)

 Total stockholders' equity

 1,069,440

)

 786,524

 Total liabilities and stockholders' equity

 $

 $
 -

 $

 The

 F- 7

 STATEMENTS
OF OPERATIONS

 For the
 Year Ended
 December 31, 2022

 Restatement Adjustment

 For the
 Year Ended
 December 31, 2022

 (As Reported)

 (As Restated)

 Revenues

 $
 2,421

 $
 -

 $
 2,421

 Operating Expenses:

 Cost of revenues

 -

 Sales and marketing

 224,088

 -

 224,088

 Research and development

 567,408

 -

 567,408

 General and administrative

 418,940

 -

 418,940

 Depreciation and amortization

 2,160

 -

 2,160

 Total Operating Expenses

 1,213,035

 -

 1,213,035

 Loss From Operations

 ( 1,210,614
)

 -

 ( 1,210,614
)

 Other Income (Expense):

 Expense for liquidated damages

 -

 ( 268,202
)

 ( 268,202
)

 Interest expense

 ( 11,151
)

 ( 14,714
)

 ( 25,865
)

 Total Other Income (Expense)

 ( 11,151
)

)

 ( 294,067
)

 Net Loss Before Income Taxes

 ( 1,221,765
)

)

)

 Provision for Income Taxes (Benefit)

 -

 -

 -

 Net Loss

 ( 1,221,765
)

)

)

 Net Income (Loss) Available to Common Stockholders

 $
 ( 1,221,765
)

 $
)

 $
)

 Net Income (Loss) Per Common Share:

 Basic

 $
 ( 0.20
)

 $
 ( 0.04
)

 $
 ( 0.24
)

 Diluted

 $
 ( 0.20
)

 $
 ( 0.04
)

 $
 ( 0.24
)

 Weighted Average Common Shares Outstanding:

 Basic

 Diluted

 F- 8

 Note
3 - Summary of Significant Accounting Policies

 Basis
of Presentation -

 The
accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America ("U.S. GAAP") and in accordance with the rules and regulations of the United States Securities
and Exchange Commission (the "SEC") with respect to Form 10-K.

 Use
of Estimates

 The
Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America,
which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities
and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These
assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates.
The Company's management periodically reviews estimates on an ongoing basis based on information currently available, and changes
in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation
allowance related to deferred tax assets. Actual results may differ from these estimates.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or
less when purchased.

 As
of December 31, 2023 and 2022, the Company's cash and cash equivalents consisted of $ 259,212 and $ 1,155,343, respectively. The
Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of
the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions.
At December 31, 2023 and 2022, the uninsured balances amounted to $ 1,850 and $ 905,343, respectively. There is a risk the Company may
lose uninsured balances over the FDIC insurance limit.

 Prepaid
Expenses

 As
of December 31, 2023 and December 31, 2022, the Company had $ 6,321 and $ 2,903 in prepaid expenses, respectively. The Company's
prepaid expenses as of December 2022 consisted primarily of fees paid to a consultant for business development services which were rendered
in January 2023.

 Property
and Equipment

 Property
and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated
useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations.
However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period
incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts
and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

 The
estimated useful life for computer equipment is three years. We evaluate the appropriateness of remaining depreciable lives assigned
to computer equipment at the end of each fiscal year. Depreciation expense for the years ended December 31, 2023 and December 31, 2022
was $ 3,499 and $ 2,160, respectively.

 Revenue
Recognition

 The
Company recognizes revenue when services are realized.

 The
Company's revenues are accounted for under ASC Topic 606, "Revenue From Contracts With Customers" ("ASC 606").
The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company's
contracts do not include multiple performance obligations or material variable consideration.

 F- 9

 In
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
revenue in accordance with that core principle by applying the following:

 (i)

 Identify
 the contract(s) with a customer;

 (ii)

 Identify
 the performance obligation in the contract;

 (iii)

 Determine
 the transaction price;

 (iv)

 Allocate
 the transaction price to the performance obligations in the contract; and

 (v)

 Recognize
 revenue when (or as) the Company satisfies a performance obligation.

 We
derive our revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology
platform which incentivizes users to leave reviews of our clients. Our sole performance obligation in the transaction is to connect clients
with end-users to facilitate the completion of a successful review on the user's social media accounts.

 Judgment
is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to
the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user
and are the agent in the transaction (net). We have concluded that we are the agent in our current transactions as we arrange for users
to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of
whether we are considered the principal or the agent in a transaction could impact the accounting for these transactions and change the
timing and amount of revenue recognized. The percentage fee the Company charges is not variable.

 Cost
of Goods Sold

 The
Company classifies its credit card transaction fees as cost of goods sold.

 Client
Deposits

 Thumzup's
clients generally prepay to utilize the Company's technology platform. All client deposits for services are recorded as a client
deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup's Mobile Terms and
Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable
to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money
market accounts.

 Capitalized
Software Development Costs

 We
capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance,
including A SC 350-40, we began to capitalize these costs when the technological feasibility
was established and preliminary development efforts were successfully completed, management has authorized and committed project funding,
and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed
in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. 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. 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
$ 0 of
costs related to the development of software applications, respectively. Amortization of capitalized software costs was $ 25,899 and
$ 0 for
the for the years ended December 31, 2023 and 2022, respectively. The balance of capitalized software was $ 142,614 and
$ 0,
net of accumulated amortization of $ 25,899
 and $ 0 at
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.

 Income
Taxes

 The
Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing
at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial
statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized
as income or expense in the period that includes the enactment date of that rate.

 F- 10

 The
Company has no tax positions as of December 31, 2023 and 2022 for which the ultimate deductibility is highly certain but for which there
is uncertainty about the timing of such deductibility.

 The
Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
For the years ending December 31, 2023 and 2022, the Company recognized no interest and penalties.

 Net
Earnings (Loss) Per Common Share

 The
Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented,
would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock
using the "treasury stock" and/or "if converted" methods, as applicable.

 The
computation of basic and diluted income (loss) per share, for the year ended December 31, 2023 and 2022 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the
common stock during the period.

 Potentially
dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

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

 December 31,

 December 31,

 2023

 2022

 Common shares issuable upon conversion of preferred stock

 2,141,535

 1,887,976

 Total potentially dilutive shares

 2,141,535

 1,887,976

 Recent
Accounting Pronouncements

 In
August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the
separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion
feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will
account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these
models will reduce reported interest expense and increase reported net income for the Company's convertible instruments falling
under the scope of those models before the adoption of ASU 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
disclosures.

 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
15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial
statements.

 In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures,"
which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on
income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful
in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December
15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial
statements.

 There
are other various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company's financial position, results of operations
or cash flows.

 Note
4 - Going Concern

 The
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.

 F- 11

 The
Company recognized its first revenues in December 2021. It relies on short-term debt and equity funding for its operations. At December
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.

 Note
5 - Senior Secured Convertible Promissory Notes

 On
November 19, 2020, the Company issued $ 215,000 in Senior Secured Convertible Promissory Notes ("Senior Notes"). The Senior
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. During
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.

 At
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.

 A
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.

 The
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.

 Note
6 – Contingencies

 Russia-Ukraine
conflict

 The
Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations,
employee base, investments or sanctions. However, if the conflict escalates, it is unknown whether its direct or indirect effects may
impact our business.

 F- 12

 Note
7 - Shareholders' Equity

 Preferred
Stock

 The
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.

 The
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.

 For
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.

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

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

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

 From
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.

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

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

 As
December 31, 2023 and 2022, the Company had 142,769 and 125,865 Series A Preferred shares issued and outstanding,
respectively.

 Common
Stock

 The
Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share. As of December 31, 2023 and 2022,
the Company had 7,656,488 and 7,108,336 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.

 F- 13

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.

 Note
8 – Related Party Transactions

 We
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 On
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.

 F- 14

 On
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.

 On
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
31, 2023.

 On
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.

 On
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.

 On
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
in escrow.

 On
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.)

 On
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.

 On
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.

 On
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.

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

 On
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
$ 30,000. The Westside Note is retired.

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

 On
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.

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

 F- 15

 Note
9 - Income Taxes

 As
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,
2023. 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.

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

 Schedule
of Deferred Tax Assets

 2023

 2022

 Deferred tax assets:

 Net operating loss

 $
 724,000

 $
 319,000

 Total deferred tax assets

 724,000

 $
 319,000

 Valuation allowance

 ( 724,000
)

 ( 319,000
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

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

 Schedule
of Effective Income Tax Rate Reconciliation

 2023

 2022

 Statutory U.S. federal rate

 21.0
 %

 21.0
 %

 Book to tax differences

 ( 9.0
)%

 ( 6.0
)%

 Valuation allowance

 ( 12.0
)%

 ( 15.0
)%

 Effective tax rate

 0.0
 %

 0.0
 %

 Note
10 - Subsequent Events

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

 In
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.

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

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

 On
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.

 F- 16