What changed in this filing

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Item 1. Financial Statements

2023-07-28 compared with 2023-05-10 · 356 added, 253 removed, 545 unchanged (53% of the section changed)

1 unchanged sentence

Mangoceuticals,

March 31, 2023

June 30, 2023

December 31, 2022

Cash equivalents

Cash and cash equivalents

Prepaid expenses - related party

18 unchanged sentences

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)

Common stock (par value $ 0.0001 , 200,000,000 shares authorized, of which 16,714,500

and 13,365,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)

Additional paid in capital

7 unchanged sentences

of Operations

March 31, 2023

March 31, 2022

For The Three

March 31, 2023

March 31, 2022

For The Three Months

For The Six Months

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Cost of revenues

5 unchanged sentences

( 2,292,258 )

Other expense

( 4,851,383 )

Other (income) expense

Imputed interest - related party

Total other expense

Total other (income) expense

Loss before income taxes

1 unchanged sentence

( 4,844,910 )

$ ( 2,284,025 )

$ ( 329,485 )

$ ( 4,844,910 )

$ ( 349,084 )

Basic and diluted loss per share

5 unchanged sentences

of Changes in Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2023 and 2022

Additional Paid-in

Stockholders’ Equity

the Six Months Ended June 30, 2023 and 2022

Stockholders’

Balance, December 31, 2021

1 unchanged sentence

Balance, March 31, 2022

Balance, December 31, 2022

Imputed interest

Issuance of common stock for services

Balance, June 30, 2022

$ ( 366,785 )

$ ( 138,332 )

Balance, December 31, 2022

$ ( 2,015,756 )

Issuance of common stock for services

7 unchanged sentences

$ ( 4,576,641 )

Issuance of common stock for services

Imputed interest

Options and warrants vested for services

Warrants exercised for cash

( 2,284,025 )

Balance, June 30, 2023

( 6,860,666 )

accompanying notes are an integral part of these financial statements.

Mangoceuticals, Inc.

Mangoceuticals,

of Cash Flows

For the Three Months

March 31, 2023

March 31, 2022

For the Six Months Ended

For the Six Moths Ended

June 30, 2023

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 4,844,910 )

$ ( 349,084 )

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

1 unchanged sentence

Imputed interest expense

Options vested for services

Options vested for stock-based compensation

(Increase) decrease in operating assets:

13 unchanged sentences

Repayment on notes payable

Repayment on notes payable - related party

Proceeds from exercise of warrants

Proceeds from sales of common stock for cash

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS:

7 unchanged sentences

to Financial Statements

Month Periods Ended March 31, 2023 and March 31, 2022

and Six Month Periods Ended June 30, 2023 and June 30, 2022

1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

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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.

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 .

Public Offering.

15 unchanged sentences

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

statements and notes thereto for the years ended December 31, 2022 and 2021 included in the Company’s Registration Statement

on Form S-1 (Amendment No.

4), filed with the Securities and Exchange Commission (“SEC”) on February 28, 2023 (the

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a

1 unchanged sentence

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.

Notes to the financial statements which would substantially duplicate the disclosures contained in the Form S-1 have been

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.

cash equivalents at March 31, 2023 and December 31, 2022 and the Company has not experienced any losses related to uninsured deposits.

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 June 30, 2023 and December 31, 2022 and the

Company has not experienced any losses related to uninsured deposits.

Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences

1 unchanged sentence

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.

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.

Loss Per Common Share

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

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.

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

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 net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a

result of option and warrant exercises, whose effect would be anti-dilutive, from the calculation.

There were 1,400,000

and 1,250,000 options, 1,063,000

and 2,000,000 warrants and no derivative securities outstanding as of June 30, 2023 and December 31, 2022, respectively.

of Estimates and Assumptions

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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.

For the three and six months ended June 30, 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.

Scholes Option Pricing Model

Company uses a Black-Scholes option pricing model to determine fair value of warrants and options issued.

Company uses a Black-Scholes option pricing model to determine the fair value of warrants and options issued.

Issued Accounting Pronouncements

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The disclosures shall include:

the nature of the relationship(s)

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;

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;

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

Material related party transactions have been identified in Notes 3,5 and 7 in the notes to financial statements.

the nature of the

relationship(s) involved;

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;

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;

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, 6

and 8 in the notes to financial statements.

Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ASC 718”).

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which it expects to be entitled in exchange for those goods or services and has met its performance obligation.

revenue generated through its online platform, the Company defines its customer as an individual who purchases products or services through

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.

For revenue generated

through its online platform, the Company defines its customer as an individual who purchases products or services through websites.

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.

Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations:

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transferred to the customer, in cost of revenue.

are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis.

The Company writes down its

inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated

market value based upon assumptions about future demand and market conditions.

If actual market conditions are less favorable than those

projected by management, additional inventory write-downs may be required.

During the periods presented, there were no inventory write-downs.

and advertising

Company follows the policy or charging the costs of marketing and advertising to expense as incurred.

The Company charged to operations

$ 912,997 and $ 0 for the six months ended June 30, 2023 and 2022.

We did not begin advertising until November 2022.

Company follows the guidance in subtopic 855-10-50 of FASB ASC 855, Subsequent Events , for the disclosure of subsequent events.

will evaluate subsequent events through the date when the financial statements were issued.

The Company will evaluate subsequent events through the date when the financial statements were issued.

3 – PREPAID EXPENSES AND DEPOSITS

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 .

the three and six months ended June 30, 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 June 30, 2023 and December 31, 2022, the balance was

and $ 11,745 ,

respectively.

1 unchanged sentence

the Company signed a lease agreement for office space, effective October 1, 2022, which included an initial security deposit of $ 16,942 .

4 – INVENTORY

the three and six months ended June 30, 2023 and the year ended December 31, 2022, the Company purchased inventories related to

promotional merchandise intended to be sold online.

As of June 30, 2023 and December 31, 2022, the inventory balance was $ 23,494

respectively.

5 – PROPERTY AND EQUIPMENT

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.

the six months ended June 30, 2023, the Company acquired custom product packaging equipment totaling $ 3,519 .

Depreciation expense for

the six months ended June 30, 2023 and 2022, was $ 12,306 and $ 0 , respectively.

Total net property and equipment was $ 108,712 and $ 117,499 ,

$ 117,499 , as of March 31, 2023 and December 31, 2022, respectively.

as of June 30, 2023 and December 31, 2022, respectively.

OF PROPERTY PLANT AND EQUIPMENT

March 31, 2023

June 30, 2023

December 31, 2022

14 unchanged sentences

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.

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.

was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $ 0

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.

as of December 31, 2022.

This amount was paid in full on April 4, 2023 and the amount owed to Cohen Enterprises was

$ 0 and $ 89,200 as of June 30, 2023 and December 31, 2022, respectively.

Previously recorded imputed interest equal to eight percent ( 8 %)

per annum, or a total of $ 8,232 against the related party advances, was canceled and reversed for the six months ended June 30, 2023.

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 June 30, 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.

additional information on related party prepaid expense see Note 3.

7 – NOTES PAYABLE

November 18, 2022, the Company entered a note payable with a vendor for the purchase of equipment in the amount of $ 78,260 .

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 .

November 18, 2022, the Company entered into a note payable with a vendor for the purchase of equipment in the amount of $ 78,260 .

The note bears no interest and was 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.

The January 1 and March 1, 2023 payments

were timely made and on March 23, 2023, the Company elected to pay off the remaining balance of $ 63,260 .

The outstanding balance as of June 30, 2023 and December 31, 2022 was $ 0

respectively.

8 – CAPITAL STOCK

1 unchanged sentence

All preferred

stock was undesignated as of March 31, 2023 and December 31, 2022.

stock was undesignated as of June 30, 2023 and December 31, 2022.

Company is authorized to issue 200,000,000 shares of common stock, par value $ 0.0001 per share, of which 16,714,500 shares were issued

and outstanding at March 31, 2023 and 13,365,000 were issued and outstanding at December 31, 2022.

and outstanding at June 30, 2023 and 13,365,000 were issued and outstanding at December 31, 2022.

April 6, 2022, the Company issued 1,000,000 shares of restricted common stock to the Company’s co-founder and CEO, Jacob D.

23 unchanged sentences

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

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.

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.

of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”).

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.

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 .

Warrants vested immediately the fair value was assessed on the date of grant.

September 6, 2022, we entered into a Consulting Agreement with PHX Global, LLC (“PHX”), which is owned by Peter “Casey”

9 unchanged sentences

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.

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 .

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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 .

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 “2022 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.

were valued at $ 0.28

per share for a total of $ 20,881 .

These individuals are related parties.

October 14, 2022, the Company issued its Project Manager, Joan Arango, 25,000 shares of restricted common stock under the Plan.

were issued to Ms.

Arango as a bonus for services rendered to date.

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 .

October 14, 2022, the Company issued its Project Manager, Joan Arango, 25,000

shares of restricted common stock under the 2022 Plan.

The shares were issued to Ms.

Arango as a bonus for services rendered to

Arango is the sister of the Company’s President and Chief Operating Officer, Jonathan Arango.

The shares were valued

per share for a total of $ 7,204 .

Arango is a related party.

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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.

Consulting Agreement”), dated effective January 6, 2023, with Mr.

Boon, whereby the Company agreed to issue Mr.

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 .

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 .

January 24, 2023, we entered into Consulting Agreements with four consultants to the Company:

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IPO for gross proceeds of $ 5,000,000 .

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.

Cohen and Arango are related parties.

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.

April 25, 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.

April 25, 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.

April 25, 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.

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.

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.

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.

and effective on May 1, 2023, the Company entered into an Employment Agreement with Mrs.

Amanda 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

Hammer to receive an annual salary of $ 150,000

The Employment Agreement also required the Company to grant Mrs.

Hammer a sign-on bonus of (a) 75,000 restricted 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, under the Company’s 2022 Equity Incentive

Plan (the “Plan”), 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 $ 1.00 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 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

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 .

May 25, 2023, the Board of Directors appointed Mr.

Aaron Andrew (“Mr.

Andrew”), an independent, non-Board member and

non-Company employee, to the Advisory Board.

In connection with Mr.

Andrew’s appointment to the Advisory Board, the Company

entered into an Advisor Agreement (the “Mr.

Andrew Consulting Agreement”), dated effective May 25, 2023, with Mr.

Andrew, whereby the Company agreed to issue Mr.

Andrew 50,000

shares of the Company’s restricted common stock under the 2022 Plan and to reimburse Mr.

Andrew 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 $ 1.10

per share for a total of $ 55,000 .

June 1, 2023, we entered into a Consulting Agreement with Major Dodge (“Major”), to provide acting and production

related 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 Major 20,000

shares of restricted common stock under the 2022 Plan.

The agreement contains customary confidentiality and non-solicitation

The shares were valued at $ 1.10

per share for a total of $ 22,000 .

June 1, 2023, we entered into a Production and Broadcasting Agreement with New To The Street Group, LLC (“New To The Street”),

to provide production, broadcasting and other marketing related services to the Company during the term of the agreement, which is for

3 months unless otherwise earlier terminated.

In consideration for agreeing to provide the services under the agreement, the Company

issued New To The Street 50,000 shares of restricted common stock and agreed to pay New To The Street a monthly cash payment of $ 5,000 .

The shares were valued at $ 1.10 per share for a total of $ 55,000 .

June 6, 2023, a warrant holder exercised private placement Warrants to purchase 150,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 150,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 7, 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.

June 8, 2023, a warrant holder exercised private placement Warrants to purchase 24,500 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 24,500 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 21, 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.

June 22, 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.

June 22, 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.

June 27, 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.

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, under the 2022 Plan, 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.

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

On May 1, 2023, the Company granted 150,000 options to purchase shares

of common stock of the Company, under the 2022 Plan to Amanda Hammer, the Company’s COO, related to her employment agreement.

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 .

of June 30, 2023 and December 31, 2022, $ 128,542 and $ 82,267 has been recorded as stock-based compensation.

Hammer are related parties.

following table summarizes common stock options activity:

1 unchanged sentence

OF STOCK OPTION ACTIVITY

Exercise Price

December 31, 2021

1 unchanged sentence

Exercisable, December 31, 2022

Outstanding, March 31, 2023

Exercisable, March 31, 2023

weighted average exercise prices, remaining lives for options granted, and exercisable as of March 31, 2023 were as follows:

Outstanding, June 30, 2023

Exercisable, June 30, 2023

weighted average exercise prices, remaining lives for options granted, and exercisable as of June 30, 2023 were as follows:

Outstanding Options

Exercisable Options

Price Per Share

Exercise Price

March 31, 2023, the fair value of options outstanding was $624,713.

June 30, 2023, the fair value of options outstanding was $ 707,035 .

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:

date of August 31, 2022 and May 1, 2023 was calculated using the Black-Scholes option pricing model based on the following assumption:

OF FAIR VALUE ASSUMPTIONS

Fair Value of Common Stock on measurement date

Risk free interest rate

Dividend Yield

Expected Term

Value of Common Stock on measurement date

free interest rate

risk-free interest rate was determined by management using the market yield on U.S.

17 unchanged sentences

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

price of $ 5.00 per share, which are exercisable 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.

1 unchanged sentence

date was $ 31,995 .

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.

of June 30, 2023 and December 31, 2022, the fair value of Warrants outstanding to investors was $ 581,264 and $ 1,438,299 , respectively.

Because the Warrants vested immediately, the fair value was assessed on the grant date.

following table summarizes common stock warrants activity:

OF STOCK OPTION ACTIVITY

OF WARRANT ACTIVITY

Exercise Price

2 unchanged sentences

Exercisable, December 31, 2022

Outstanding, December 31, 2022

March 31, 2023

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

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

Fair Value of Common Stock on measurement date

Risk free interest rate

From 2.95 % to 4.00 %

From 88.92 % to 92.87 %

Dividend Yield

Expected Term

( 1,024,500 )

Outstanding, June 30, 2023

Exercisable, June 30, 2023

weighted average exercise prices, remaining lives for warrants granted, and exercisable as of June 30, 2023, were as follows:

Outstanding and Vested Warrants

Average Warrant Exercise Price Per Share

of June 30, 2023, warrants to purchase 1,063,000

shares of common stock are outstanding and vested, and the vested stock warrants have a weighted average remaining life of 3.91

OF FAIR VALUE ASSUMPTIONS

Value of Common Stock on measurement date

free interest rate

2.95 % to 4.00

88.92 % to 92.87

risk-free interest rate was determined by management using the market yield on U.S.

11 unchanged sentences

September 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway,

(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 ”).

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 ”).

(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,

5 unchanged sentences

The Company used an estimated incremental borrowing rate of 8 % to estimate the present value of the right of use liability.

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

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.

Company has right-of-use assets of $ 147,159 and $ 174,241 and operating lease liabilities of $ 157,543 and $ 185,405 as of June 30, 2023

and December 31, 2022, respectively.

Operating lease expense for the six months ended June 30, 2023 and 2022 was $ 33,884 and $ 0 , respectively.

The Company has recorded $ 0 in impairment charges related to right-of-use assets during the six months ended June 30, 2023 and 2022.

OF MATURITY OF LEASE LIABILITIES

Maturity of Lease Liabilities at March 31, 2023

Total lease payments

of Lease Liabilities at June 30, 2023

lease payments

Imputed interest

Present value of lease liabilities

value of lease liabilities

10 – SUBSEQUENT EVENTS

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.

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.

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.

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.

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.

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.

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.

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

Hammer to receive an annual salary of $ 150,000 per year.

The Employment Agreement also required the Company to grant Mrs.

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

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.

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 .

Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Based upon the

evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure

in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements