MANGOCEUTICALS, INC. 10-Q

Item 1. Financial Statements Mangoceuticals, Inc. Balance Sheets March 31, 2023 December 31, 2022 (Unaudited) (Audited) ASSETS Cash equivalents $ 3,791,216 $ 682,860 Prepaid expenses - related party 31,275 11,745 TOTAL CURRENT ASSETS 3,822,491 694,605 FIXED ASSETS Property and equipment, net of accumulated depreciation of $ 9,945 114,936 117,499 TOTAL FIXED ASSETS 114,936 117,499 OTHER ASSETS Deposits 16,942 16,942 Right of use - asset 160,916 174,241 TOTAL OTHER ASSETS 177,858 191,183 TOTAL ASSETS $ 4,115,285 $ 1,003,287 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities 30,796 33,675 Payroll tax liabilities 4,424 2,717 Notes payable to related parties 89,200 89,200 Notes payable - 78,260 Right-of-use liability - operating lease 58,422 56,725 TOTAL CURRENT LIABILITIES 182,842 260,577 LONG-TERM LIABILITIES Right-of-use liability - operating lease 113,267 128,680 TOTAL LONG-TERM LIABILITIES 113,267 128,680 TOTAL LIABILITIES 296,109 389,257 COMMITMENTS AND CONTINGENCIES (SEE NOTE 8) - - STOCKHOLDERS’ EQUITY Common stock (par value $ 0.0001 , 200,000,000 shares authorized, of which 15,315,000 and 13,365,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) 1,532 1,337 Additional paid in capital 8,394,285 2,628,449 Accumulated deficit ( 4,576,641 ) ( 2,015,756 ) TOTAL STOCKHOLDERS’ EQUITY 3,819,176 614,030 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,115,285 $ 1,003,287 The accompanying notes are an integral part of these financial statements. 2 Table of Contents Mangoceuticals, Inc. Statements of Operations March 31, 2023 March 31, 2022 For The Three Months Ended For The Three Months Ended March 31, 2023 March 31, 2022 Revenues Revenues $ 100,722 $ - Cost of revenues 23,753 - Cost of revenues - related party 19,770 - Gross profit 57,199 - Operating expenses General and administrative expenses 2,616,324 18,710 Total operating expenses 2,616,324 18,710 Loss from operations ( 2,559,125 ) ( 18,710 ) Other expense Imputed interest - related party 1,760 889 Total other expense 1,760 889 Loss before income taxes ( 2,560,885 ) ( 19,599 ) Income taxes - - Net loss $ ( 2,560,885 ) $ ( 19,599 ) Basic and diluted loss per share Basic and diluted loss per share $ ( 0.23 ) $ ( 0.00 ) Weighted average number of shares outstanding Basic and diluted 11,258,450 8,000,000 The accompanying notes are an integral part of these financial statements. 3 Table of Contents Mangoceuticals, Inc. Statements of Changes in Stockholders’ Equity (Deficit) For the Three Months Ended March 31, 2023 and 2022 Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity Shares Amount Capital Deficit (Deficit) Balance, December 31, 2021 8,000,000 $ 800 $ 181 $ ( 17,701 ) $ ( 16,720 ) Imputed interest - $ - $ 889 $ - $ 889 Net loss - $ - $ - $ ( 19,599 ) $ ( 19,599 ) Balance, March 31, 2022 8,000,000 $ 800 $ 1,070 $ ( 37,300 ) $ ( 35,430 ) Balance, December 31, 2022 13,365,000 $ 1,337 $ 2,628,449 $ ( 2,015,756 ) $ 614,030 Balance 13,365,000 $ 1,337 $ 2,628,449 $ ( 2,015,756 ) $ 614,030 Issuance of common stock for services 700,000 70 699,930 - 700,000 Issuance of common stock for cash 1,250,000 125 4,999,875 - 5,000,000 Imputed interest - - 1,760 - 1,760 Options and warrants vested for services - - 64,271 - 64,271 Net loss - - - ( 2,560,885 ) ( 2,560,885 ) Balance, March 31, 2023 15,315,000 $ 1,532 $ 8,394,285 $ ( 4,576,641 ) $ 3,819,176 Balance 15,315,000 $ 1,532 $ 8,394,285 $ ( 4,576,641 ) $ 3,819,176 The accompanying notes are an integral part of these financial statements. 4 Table of Contents Mangoceuticals, Inc. Statements of Cash Flows For the Three Months Ended For the Three Months Ended March 31, 2023 March 31, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,560,885 ) $ ( 19,599 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 6,082 - Issuance of common stock for services 700,000 - Imputed interest expense 1,760 899 Options vested for services 64,271 (Increase) decrease in operating assets: Prepaid expenses ( 19,530 ) - Operating lease right of use asset 13,325 - (Decrease) increase in operating liabilities: Accounts payable and accrued liabilities ( 2,879 ) - Operating lease right of use liabilities ( 13,716 ) - Payroll tax liabilities 1,707 - NET CASH USED IN OPERATING ACTIVITIES ( 1,809,865 ) ( 18,710 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 3,519 ) - NET CASH USED IN INVESTING ACTIVITIES ( 3,519 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings on notes payable to related parties - 50,000 Repayment on notes payable ( 78,260 ) - Proceeds from sales of common stock for cash 5,000,000 - NET CASH PROVIDED BY FINANCING ACTIVITIES 4,921,740 50,000 NET INCREASE IN CASH AND CASH EQUIVALENTS 3,108,356 31,290 CASH AND CASH EQUIVALENTS: Beginning of period 682,860 22,550 End of period $ 3,791,216 $ 53,840 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - The accompanying notes are an integral part of these financial statements. 5 Table of Contents MANGOCEUTICALS, INC. Notes to Financial Statements Three Month Periods Ended March 31, 2023 and March 31, 2022 NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS Mangoceuticals, Inc. (“Mangoceuticals” or the “Company”), was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”). In this regard, Mangoceuticals has developed and is commercially marketing a new brand of ED product under the brand name “Mango.” This product is produced at a compounding pharmacy using a proprietary combination of U.S. Food and Drug Administration (“FDA”) approved ingredients and is available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mangoceuticals is currently marketing and selling this new brand of ED product exclusively online via its website at www.MangoRx.com . Mangoceuticals plans to market and sell this new brand of ED products exclusively online and will require the use of a telemedicine visit, a doctor’s prescription and the fulfillment of the prescription by pharmacy licensed in the state in which the customer resides. Initial Public Offering. In March 2023, the Company completed an initial public offering (the “IPO”), in which the Company issued and sold 1,250,000 shares of authorized common stock for $ 4.00 per share for net proceeds of $ 4.35 million, after deducting underwriting discounts and commissions, and offering costs. At the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “Resale Prospectus”) the Company registered the sale of 4,765,000 shares of common stock, including 2,000,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of $ 1.00 per share. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the accrual basis of accounting. These financial statements are presented in U.S. dollars and are prepared on a historical cost basis, except for certain financial instruments which are carried at fair value. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2022 and 2021 (“SEC”) included in the Company’s Registration Statement on Form S-1 (Amendment No. 4), filed with the Securities and Exchange Commission on February 28, 2023 (the “Form S-1”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the Form S-1 have been omitted. Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. The Company maintains the majority of its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“FDIC”) insures the total cash balance up to $ 250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits and the excess would be at risk of loss for purposes of the statement of cash flows. There are no cash equivalents at March 31, 2023 and December 31, 2022 and the Company has not experienced any losses related to uninsured deposits. 6 Table of Contents Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Income taxes are provided in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes . Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Net Loss Per Common Share We compute net loss per share in accordance with ASC 260, Earning per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were 1,250,000 options, 2,087,500 warrants and no derivative securities outstanding as of March 31, 2023 and December 31, 2022. These were excluded because their effect would be anti-dilutive. Use of Estimates and Assumptions The preparation of financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. Fair Value of Financial Instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB ASC 820, Fair Value Measurement , which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. 7 Table of Contents Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three ( 3 ) to five ( 5 ) years. Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the three months ended March 31, 2023 and the year ended December 31, 2022, the Company had no significant revenue from continuing operations which were derived from a single or a few major customers. Black Scholes Option Pricing Model The Company uses a Black-Scholes option pricing model to determine fair value of warrants and options issued. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ” . ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in US GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Related Parties The Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the guidance of Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 8 Table of Contents The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Material related party transactions have been identified in Notes 3,5 and 7 in the notes to financial statements. Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. Revenue Recognition Our Company generates our online revenue through the sale of products and services purchased by customers directly through our online platform. Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to US GAAP. Online revenue is generated by selling directly to consumers through our websites. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services and has met its performance obligation. For revenue generated through its online platform, the Company defines its customer as an individual who purchases products or services through websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. The Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (“Doctegrity”) to provide online telemedicine technology services to the Company. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which providers provide the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. 9 Table of Contents Additionally, the Company has entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC (“Contracted Pharmacy”), which is a related party, to provide pharmacy and compounding services to the Company to fulfill its promise to customers for contracts that include sale of prescription products and to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Contracted Pharmacy fills a customer’s prescription; (ii) Contracted Pharmacy fills the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order, and; (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. Subsequent events The Company follows the guidance in subtopic 855-10-50 of FASB ASC 855, Subsequent Events, for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. NOTE 3 – PREPAID EXPENSES AND DEPOSITS During the three months ended March 31, 2023 and the year ended December 31, 2022, and in association with the Master Services Agreement and Statement of Work with our related party Contracted Pharmacy, the Company prepays the related party Contracted Pharmacy as a retainer to be credited towards future product sales. As of March 31, 2023 and December 31, 2022, the balance was $ 31,275 and $ 11,745 . respectively. Additionally, the Company signed a lease agreement for office space, effective October 1, 2022, which included an initial security deposit of $ 16,942 . NOTE 4 – PROPERTY AND EQUIPMENT During the three months ended March 31, 2023, the Company acquired custom product packaging equipment totaling $ 3,519 . Depreciation expense for the three months ended March 31, 2023 and 2022, was $ 6,082 and $ 0 , respectively. Total net property and equipment was $ 114,936 and $ 117,499 , as of March 31, 2023 and December 31, 2022, respectively. SCHEDULE OF PROPERTY PLANT AND EQUIPMENT March 31, 2023 December 31, 2022 Computers 5,062 5,062 Equipment 119,819 116,300 Less accumulated depreciation: ( 9,945 ) ( 3,863 ) Property and equipment, net 114,936 117,499 NOTE 5 – RELATED PARTY TRANSACTIONS On December 10, 2021 and March 18, 2022, the Company received advances of $ 39,200 and $ 50,000 , respectively, for a total of $ 89,200 from its previous majority shareholder, American International Holdings Corp (“AMIH”), in order to cover various general and administrative expenses. The advances bear no interest and are due on demand upon the Company’s ability to repay the advances from either future revenues or investment proceeds. On June 16, 2022, Cohen Enterprises, Inc. (“Cohen Enterprises”), an entity owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors, entered into and closed a Stock Purchase Agreement (the “SPA”) for the purchase of 8,000,000 shares of the outstanding common stock of the Company which were then held by AMIH, which represented 80 % of the Company’s then outstanding shares of common stock, in consideration for $ 90,000 . Pursuant to the terms of the SPA, Cohen Enterprises also acquired the right to be repaid the $ 89,200 advanced from AMIH to the Company. 10 Table of Contents On June 29, 2022, the Company received an advance of $ 25,000 from Cohen Enterprises in order to cover various general and administrative expenses. The Company repaid Cohen Enterprises $ 25,000 on August 18, 2022 bringing the total amount owed to Cohen Enterprises to $ 89,200 as of March 31, 2023 and December 31, 2022. The Company recorded imputed interest equal to eight percent ( 8 %) per annum, or $ 1,760 and $ 917 against the related party advances for the three months ended March 31, 2023 and December 31, 2022, respectively. On December 10, 2021, the Company received an advance of $ 70 from ZipDoctor, Inc., a then wholly-owned subsidiary of its then majority shareholder, AMIH, which was used to open and establish the Company’s bank account. The advance bears no interest and is due on demand upon the Company’s ability to repay the advance from either future revenues or investment proceeds. The amount was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $ 0 and $ 70 as of March 31, 2023 and December 31, 2022, respectively. Imputed interest at eight percent (8%) per annum on this advance was insignificant and therefore was not calculated, recorded or paid during the time the advance was outstanding from December 10, 2021 to May 24, 2022. For additional information on related party prepaid expense see Note 3. NOTE 6 – NOTES PAYABLE On November 18, 2022, the Company entered a note payable with a vendor for the purchase of equipment in the amount of $ 78,260 . The note bears no interest and is due in three payments of $ 5,000 each January 1, 2023 through March 1, 2023, a $ 31,630 payment on April 1, 2023 and a final payment on May 1, 2023 for the outstanding balance. On March 23, 2023, the Company elected to pay off the remaining balance of $ 63,260 . The outstanding balance on March 31, 2023 was $ 0 . NOTE 7 – CAPITAL STOCK Preferred Stock The Company is authorized to issue up to 10,000,000 shares of “blank check” preferred stock, $ 0.0001 par value. All preferred stock was undesignated as of March 31, 2023 and December 31, 2022. Common Stock The Company is authorized to issue 200,000,000 shares of common stock, par value $ 0.0001 per share, of which 15,315,000 shares were issued and outstanding at March 31, 2023 and 13,365,000 were issued and outstanding at December 31, 2022. On April 6, 2022, the Company issued 1,000,000 shares of restricted common stock to the Company’s co-founder and CEO, Jacob D. Cohen, in consideration for services rendered. The shares were valued at $ 0.10 per share, based on then recent third-party sales of shares, for a total of $ 100,000 . Mr. Cohen is a related party. On April 6, 2022, the Company issued 1,000,000 shares of restricted common stock to the Company’s co-founder, President and then COO, Jonathan Arango, in consideration for services rendered to the Company. The shares were valued at $ 0.10 per share, based on then recent third-party sales of shares, for a total of $ 100,000 . Mr. Arango is a related party. On June 23, 2022, the Company issued 250,000 shares of restricted common stock to The Loev Law Firm, PC in consideration for legal services rendered to the Company. The managing partner of The Loev Law Firm, PC is David M. Loev, who is the brother-in-law of the Company’s CEO, Jacob D. Cohen. The shares were valued at $ 0.10 per share, based on then recent third-party sales of shares, for a total of $ 25,000 . Mr. Loev is a related party. 11 Table of Contents On August 8, 2022, the Company began a private placement of up to $ 2,000,000 of units (the “Units”), each consisting of one share of common stock (the “Shares”) and a warrant to purchase one share of common stock (the “Warrants”), at a price of $ 1.00 per Unit. The Warrants have a five-year term and an exercise price of $ 1.00 per share, for which cash would need to be remitted to us for exercise in the event that the shares underlying the warrants have been registered, otherwise the Warrants are exercisable on either a cash basis or a cashless basis. The offering of the Units is referred to as the “Offering.” The Units were offered by the Company only to investors that qualify as “accredited investors,” as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The price of the Units was determined by the Company and such price did not necessarily bear any relation to the book value or other recognized criteria of value of the Company. The Offering commenced on August 8, 2022 and the Company sold 2,000,000 Units at $ 1.00 per Unit to 23 investors in exchange for $ 2,000,000 in gross proceeds from the investors, and subsequently issued the investors 2,000,000 Shares and 2,000,000 Warrants between August 16, 2022 and December 31, 2022. As of December 31, 2022, the fair value of Warrants outstanding to investors was $ 1,438,299 . Because the Warrants vested immediately the fair value was assessed on the date of grant. On September 6, 2022, we entered into a Consulting Agreement with PHX Global, LLC (“PHX”), which is owned by Peter “Casey” Jensen, who is a member of the Board of Directors of AMIH and a related party. Pursuant to the Consulting Agreement, PHX agreed to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued PHX 50,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 13,921 . On September 6, 2022, we entered into a Consulting Agreement with Ezekiel Elliott (“Elliott”), currently a professional football player in the National Football League, to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Elliott 100,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 27,842 . On September 15, 2022, we entered into a Consulting Agreement with David Sandler, an individual (“Sandler”), to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Sandler 10,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 2,784 . On September 15, 2022, we entered into a Consulting Agreement with Hsiaoching Chou, an individual (“Chou”), to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Chou 5,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 1,392 . 12 Table of Contents On September 22, 2022, we entered into a service agreement with Greentree Financial Group, Inc. (“Greentree” and the “Service Agreement”). Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) bookkeeping services for the Company for the period from October 1, 2022 through June 30, 2023; (b) advice and assistance to the Company in connection with the conversion of its financial reporting systems, including its projected financial statements, to a format that is consistent with US GAAP; (c) assistance to the Company with compliance filings for the quarters ended September 30, 2022, March 31, 2023, June 30, 2023 and the year ended December 31, 2022, including the structure and entries as well as assistance with US GAAP footnotes; (d) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the SEC; and (e) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, CPAs and transfer agent. Since February 2015, Mr. Eugene (Gene) M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as an Audit Manager for Greentree. The Company agreed to issue Greentree 100,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement, and to pay Greentree $ 50,000 in cash, payable as follows: (a) $12,500 on or before September 30, 2022; (b) $12,500 on or before December 31, 2022; (c) $12,500 or before March 31, 2023; and (d) $12,500 on or before June 30, 2023 . We also agreed to include the 100,000 shares of common stock issued to Greentree in the Resale Prospectus, which shares of common stock are included therein, and to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. The shares were valued at $ 0.28 per share for a total of $ 27,842 . On October 1, 2022, the Company executed a Summary of Terms and Conditions (“Offer Letter”) with Gene Johnston (“Johnston”) appointing Johnston to serve as the Company’s Chief Financial Officer on a full-time basis for a term of 12 months. Pursuant to the Offer Letter, the Company issued Johnston 150,000 shares of the Company’s restricted stock and vest over a 6-month period at the rate of 25,000 shares per month with the first 25,000 shares vesting on November 1, 2022. Johnston is eligible to participate in any of the Company’s future sponsored benefit plans, including but not limited to, health insurance benefits, 401k, stock option or restricted stock grants, and other fringe benefits, once established, and no earlier than the first of the month following 105 days of Johnston’s start date. Johnston is also eligible to receive equity incentive grants or cash bonus awards as determined by the Company’s Board (or a committee of the Board) in their sole discretion. The shares were valued at $ 0.28 per share for a total of $ 41,763 . Mr. Johnston is a related party. On October 13, 2022, the Company entered into Director Offer Letter agreements with each of Alex Hamilton (“Hamilton”), Dr. Kenny Myers (“Myers”) and Lorraine D’Alessio (“Alessio), compensating each of them with 75,000 shares of restricted common stock (for a total of 225,000 shares) (the “Director Shares”). The Director Shares were issued under the Company’s 2022 Equity Incentive Plan (the “Plan”), with the following vesting schedule: 1/3 of the Director Shares vested on October 14, 2022, and the remaining Director Shares will vest annually in one-third increments commencing on the first anniversary date thereof. The shares were valued at $ 0.28 per share for a total of $ 20,881 . These individuals are related parties. On October 14, 2022, the Company issued its Project Manager, Joan Arango, 25,000 shares of restricted common stock under the Plan. The shares were issued to Ms. Arango as a bonus for services rendered to date. Ms. Arango is the sister of the Company’s President and Chief Operating Officer, Jonathan Arango. The shares were valued at $ 0.28 per share for a total of $ 7,204 . Ms. Arango is a related party. On November 1, 2022, we entered into a Consulting Agreement with White Unicorn, LLC (“White Unicorn”), to provide business advisory services related to product packaging, strategic marketing, branding, advertising and future product development as reasonably requested by the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued White Unicorn 100,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 28,816 . 13 Table of Contents On December 9, 2022, we entered into a Consulting Agreement with Global Career Networks, Inc. (“Global”) to provide marketing services as reasonably requested by the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Global 100,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 28,816 . On December 21, 2022, we entered into a Consulting Agreement with Chartered Services, LLC (“Chartered Services”), to provide strategic marketing services for advertising and consulting, product distribution, digital marketing and identifying creative and constructive brand awareness to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay Chartered Services $ 150,000 in cash (with $75,000 payable upon entry into the agreement and $75,000 payable on January 31, 2023) and issued Chartered Services 250,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 72,039 . On January 3, 2023, we entered into a Consulting Agreement with DojoLabs Group, Inc. (“DojoLabs”), to provide various strategic marketing related services to the Company pursuant to a defined scope of work during the term of the agreement, which is the earlier of a) all deliverables being received by the Company pursuant to the scope of work, or b) if terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay DojoLabs $ 100,000 in cash and issued DojoLabs 50,000 shares of restricted common stock with registration rights and fully vest upon the completion of all work performed under the scope of work. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 100,000 . On January 6, 2023, we entered into a Consulting Agreement with Bethor, Ltd. (“Bethor”), to provide strategic advisory services to the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Bethor 250,000 shares of restricted common stock with registration rights. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 250,000 . On January 6, 2023, the Company established an advisory board (the “Advisory Board”) and approved and adopted a charter (the “Advisory Board Charter”) to govern the Advisory Board. Pursuant to the Advisory Board Charter, the Advisory Board shall be comprised of a minimum of two (2) members, all of whom shall be appointed and subject to removal by the Board of Directors at any time. In addition to the enumerated responsibilities of the Advisory Board in the Advisory Board Charter, the primary function of the Advisory Board is to assist the Board of Directors in its general oversight of the Company’s development of new business ventures and strategic planning. In connection with the establishment of the Advisory Board, the Board of Directors appointed Dr. Brian Rudman (“Dr. Rudman”) and Mr. Jarrett Boon (“Mr. Boon”), both of whom are independent, non-Board members and non-Company employees, to the Advisory Board. Dr. Rudman will serve as Chairman of the Advisory Board. In connection with Dr. Rudman’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Dr. Rudman Consulting Agreement”), dated effective January 6, 2023, with Dr. Rudman, whereby the Company agreed to issue Dr. Rudman 25,000 shares of the Company’s restricted common stock, pay Dr. Rudman $ 2,000 per month in cash, and reimburse Dr. Rudman for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service on the Advisory Board. The shares were valued at $ 1.00 per share for a total of $ 25,000 . 14 Table of Contents In connection with Mr. Boon’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Mr. Boon Consulting Agreement”), dated effective January 6, 2023, with Mr. Boon, whereby the Company agreed to issue Mr. Boon 25,000 shares of the Company’s restricted common stock and to reimburse Mr. Boon for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service on the Advisory Board. The shares were valued at $ 1.00 per share for a total of $ 25,000 . On January 24, 2023, we entered into Consulting Agreements with four consultants to the Company: (1) Sultan Haroon; (2) John Helfrich; (3) Justin Baker; and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts. Pursuant to the Consulting Agreements, the Consultants agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter related products during the term of the agreement, which each have a term of 18 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued an aggregate of 350,000 shares of common stock to the consultants as follows: (1) Sultan Haroon 150,000 shares of restricted common stock; (2) John Helfrich 25,000 shares of restricted common stock; (3) Justin Baker 25,000 shares of restricted common stock; and (4) Maja Matthews 150,000 shares of restricted common stock. The shares issued to Haroon and Matthews vest at the rate of 50,000 shares upon entry into the agreement, 50,000 shares upon the Company’s successful launch of a new product category, and 50,000 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. The shares issued to Helfrich and Baker vest at the rate of 10,000 shares upon entry into the agreement, 7,500 shares upon the Company’s successful launch of a new product category, and 7,500 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement . Any shares not vested by the eighteen-month anniversary of the applicable agreement are forfeited. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 350,000 . On March 22, 2023, the Company sold 1,250,000 shares of its common stock at a price of $ 4.00 per share to investors in connection with its IPO for gross proceeds of $ 5,000,000 . Options: During the year ended December 31, 2022, the Company granted a total of 1,250,000 options to purchase shares of common stock of the Company, of which 750,000 were granted to Jacob Cohen, the Company’s CEO, and 500,000 were granted to Jonathan Arango, the Company’s President and then COO, related to their respective employment agreement. The options have an exercise price of $ 1.10 per share, an original life of five years and vest at the annual renewal of their employment over three years. As of March 31, 2023 and December 31, 2022, $ 186,434 and $ 82,267 has been recorded as stock-based compensation. Both Mr. Cohen and Arango are related parties. 15 Table of Contents The following table summarizes common stock options activity: The following table summarizes common stock options activity: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price December 31, 2021 - $ - Granted 1,250,000 1.10 Exercised - - Expired - - Outstanding, December 31, 2022 1,250,000 $ 1.10 Exercisable, December 31, 2022 133,333 $ 1.10 Outstanding, March 31, 2023 1,250,000 $ 1.10 Granted - - Exercised - - Expired - - Outstanding, March 31, 2023 1,250,000 $ 1.10 Exercisable, March 31, 2023 237,500 $ 1.10 The weighted average exercise prices, remaining lives for options granted, and exercisable as of March 31, 2023 were as follows: Outstanding Options Exercisable Options Options Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 1.10 1,250,000 4.42 $ 1.10 237,500 $ 1.10 As March 31, 2023, the fair value of options outstanding was $624,713. The aggregate initial fair value of the options measured on the grant date of August 31, 2022 was calculated using the Black-Scholes option pricing model based on the following assumption: SCHEDULE OF FAIR VALUE ASSUMPTIONS Fair Value of Common Stock on measurement date $ 1.00 Risk free interest rate 3.30 % Volatility 92.54 % Dividend Yield 0 % Expected Term 3.5 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future (4) The Company, in accordance with staff accounting bulletin (“SAB”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected term Warrants: During the year ended December 31, 2022, the Company issued a total of 2,000,000 Warrants to investors and 210,070 Warrants as compensation for services rendered in connection with the Offering. The Warrants have an original life of five years and vested immediately. The Warrants for services were expensed as stock-based compensation at the aggregate fair value in the amount of $ 151,821 . Because the Warrants vested immediately, the fair value was assessed on the grant date. The aggregate fair value of the Warrants were measured using the Black-Scholes option pricing model. The Company and the holder of 210,070 Warrants for services agreed to cancel the Warrants and reversed the entries for stock-based compensation to zero at year ended December 31, 2022. As additional consideration in connection with the IPO, upon the closing of the IPO, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the IPO, warrants to purchase 87,500 shares of common stock with an exercise price of $ 5.00 per share, which are exercisable beginning six months after the effective date of the registration statement filed in connection with the IPO (March 20, 2023) and expire five years after such effectiveness date. The fair value of the warrants on the grant date was $ 31,995 . 16 Table of Contents As of March 31, 2023 and December 31, 2022, the fair value of Warrants outstanding to investors was $ 1,470,294 . Because the Warrants vest immediately the fair value was assessed on the grant date. The following table summarizes common stock warrants activity: SCHEDULE OF STOCK OPTION ACTIVITY Warrants Weighted Average Exercise Price Outstanding, December 31, 2021 - $ - Granted 2,210,070 1.00 Exercised - - Expired - - Cancelled ( 210,070 ) 1.00 Outstanding, December 31, 2022 2,000,000 1.00 Exercisable, December 31, 2022 2,000,000 $ 1.00 Outstanding, December 31, 2022 2,000,000 1.00 Granted 87,500 5.00 Exercised - - Expired - - Cancelled - - Outstanding, March 31, 2023 2,087,500 1.17 Exercisable, March 31, 2023 2,087,500 $ 1.17 The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of March 31, 2023, were as follows: Outstanding and Exercisable Warrants Warrants Exercise Price Per Share Shares Life (Years) $ 1.00 2,087,500 4.28 As of March 31, 2023, 2,087,500 Warrants are outstanding and vested, and the vested stock Warrants have a weighted average remining life of 4.28 years. SCHEDULE OF WARRANTS Fair Value of Common Stock on measurement date $ 0.37 - $ 0.72 Risk free interest rate From 2.95 % to 4.00 % Volatility From 88.92 % to 92.87 % Dividend Yield 0 % Expected Term 5 years (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. 17 Table of Contents NOTE 8 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is not currently subject to any such litigation. Operating Leases The Company has a lease for an office in Dallas, Texas, classified as an operating lease under ASC 842, Leases. On September 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway, L.P. (the “Landlord”) to lease and occupy approximately 2,201 square feet of office space located at 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “ Lease Agreement ”). The Lease Agreement has a term of thirty-eight ( 38 ) months and has a monthly base rent of $ 5,778 , or $ 31.50 per square foot, for the from months 3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (the “ Base Rent ”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, hazard and liability insurance and common area maintenance costs for the building at the rate of 2.45 % (the “ Proportionate Rent ”). Upon the execution of the Lease Agreement, the Company agreed to prepay the first full month’s Base Rent along with a security deposit equal to $ 16,942 . The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 8 % to estimate the present value of the right of use liability. The Company has right-of-use assets of $ 160,916 and $ 174,241 and operating lease liabilities of $ 171,689 and $ 185,405 as of March 31, 2023 and December 31, 2022, respectively. Operating lease expense for the three months ended March 31, 2023 and 2022 was $ 16,942 and $ 0 , respectively . The Company has recorded $ 0 in impairment charges related to right-of-use assets during the three months ended March 31, 2023 and 2022. SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities at March 31, 2023 Amount 2023 69,515 2024 71,716 2025 67,589 Total lease payments 208,820 Less: Imputed interest ( 37,131 ) Present value of lease liabilities $ 171,689 NOTE 9 – SUBSEQUENT EVENTS On April 24, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 24, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 24, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 25,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. 18 Table of Contents On April 24, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 25,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 25, 2023, a warrant holder exercised private placement Warrants to purchase 75,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 75,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 26, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On May 1, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 25,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On and effective on May 1, 2023, the Company entered into an Employment Agreement with Mrs. Hammer (the “Employment Agreement”). The Employment Agreement provides for Mrs. Hammer to serve as Chief Operating Officer of the Company for an initial three-year term extending through May 1, 2026, provided that the agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. The agreement provides for Mrs. Hammer to receive an annual salary of $ 150,000 per year. The Employment Agreement also required the Company to grant Mrs. Hammer a sign-on bonus of (a) 75,000 shares of common stock of the Company, vested in full upon issuance, and (b) options to purchase an additional 150,000 shares of common stock of the Company, with an exercise price of the greater of (i) $1.10 per share; and (ii) the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was $ 1.10 per share, with options to purchase 50,000 shares vesting every twelve months that the Employment Agreement is in effect, subject to the terms of the Company’s 2022 Equity Incentive Plan . The options are exercisable for a period of ten years and are documented by a separate option agreement entered into by the Company and Mrs. Hammer. Effective May 1, 2023, the Board of Directors of the Company, with Mr. Cohen abstaining, with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved an increase in the annual salary of Mr. Jacob Cohen, the Chief Executive Officer and Chairman of the Company, from $ 180,000 to $ 300,000 per year. On May 1, 2023, we entered into a Software Development Agreement with Redlime Solutions, Inc. (“Redlime”) to provide software development services during the term of the agreement, which is for twelve months. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay Redlime $ 300,000 in cash and issue Redlime 180,000 shares of restricted common stock. The shares were valued at $ 1.00 per share for a total of $ 180,000 . 19 Table of Contents