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Item 2. Unregistered Sales of Equity Securities

2023-07-28 compared with 2023-05-10 · 128 added, 87 removed, 7 unchanged (97% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Equity Securities

have been no sales of unregistered securities during the quarter ended March 31, 2023 and from the period from April 1, 2023 to the filing

date of this Report, except as described below:

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.

The Company issued 100,000 shares of common stock in connection with such exercise.

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.

The Company issued 100,000 shares of common stock in connection with such exercise.

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.

The Company issued 25,000 shares of common stock in connection with such exercise.

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.

The Company issued 25,000 shares of common stock in connection with such exercise.

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.

The Company issued 75,000 shares of common stock in connection with such exercise.

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.

The Company issued 100,000 shares of common stock in connection with such exercise.

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.

The Company issued 25,000 shares of common stock in connection with such exercise.

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.

issuance described above was exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities

Act, since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale,

we took take appropriate measures to restrict transfer, and the recipient was (a) an “accredited investor”;

Unregistered Sales of Equity Securities

and Use of Proceeds

Unregistered Sales of Equity Securities

There have been no sales of

unregistered securities during the quarter ended June 30, 2023 and from the period from July 1, 2023 to the filing date of this Report,

except as described below:

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.

Company issued 100,000 shares of common stock in connection with such exercise.

On 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.

Company issued 100,000 shares of common stock in connection with such exercise.

On 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.

issued 25,000 shares of common stock in connection with such exercise.

On 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.

issued 25,000 shares of common stock in connection with such exercise.

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.

issued 75,000 shares of common stock in connection with such exercise.

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.

Company issued 100,000 shares of common stock in connection with such exercise.

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.

issued 25,000 shares of common stock in connection with such exercise.

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.

On 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

On 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.

On 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.

On 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.

On 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.

On 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.

On 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.

On June 27, 2023, a warrant holder

exercised private placement Warrants to purchase 100,000 shares of common stock with an exer cise

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.

resale of the shares of common stock issuable upon exercise of the warrants has been registered under the Securities Act.

issuances described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities

Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale,

we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”;

and/or (b) had

3 unchanged sentences

stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or

pursuant to an exemption therefrom.

The securities were not registered under the Securities Act and such securities may not be offered

or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state

securities laws.

of Proceeds From Sale of Registered Securities

March 23, 2023, we completed our IPO, in which we sold 1,250,000 shares of common stock at a price to the public of $4.00 per share.

In connection with the IPO, the Company also granted the representative of the underwriters a 45-day option to purchase up to an additional

187,500 shares of its common stock.

We received aggregate net proceeds of approximately $4.35 million, after deducting underwriting discounts

and commissions, and offering costs.

have used, and intend to continue to use, the net proceeds from our IPO for general corporate purposes, including working capital ($1,359,000,

or approximately 31% of the net proceeds), to finance the marketing and operational expenses associated with the planned marketing of

our Mango ED product (approximately $1,804,000, or 41% of the net proceeds), hiring additional personnel to build organizational talent

($902,000, or approximately 21% of the net proceeds) and capital expenditures for software development and maintenance ($287,000, or

approximately 7% of the net proceeds).

In addition, we may use a portion of the net proceeds of our IPO to finance future acquisitions

or invest in complementary businesses, services, technologies or intellectual property rights.

However, we do not have any agreements

or commitments with respect to any such acquisitions or investments at this time.

the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File

333-269240) originally filed by the Company with the SEC under the Securities Act on January 13, 2023, which was declared effective

on March 20, 2023.

The representative of the underwriters of our IPO was Boustead Securities, LLC.

Following the sale of all the shares

upon the closing of the IPO and the expiration of the over-allotment option, the offer terminated.

No payments were made by us to directors,

officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments

in the ordinary course of business, and payments for the repayment of debt.

has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus

filed with the SEC relating to the IPO on March 22, 2023, pursuant to Rule 424(b).

expected use of net proceeds from the IPO represents our intentions based upon our present plans and business conditions.

We cannot predict

with certainty all of the particular uses for the proceeds of the IPO or the amounts that we will actually spend on the uses set forth

Accordingly, our management will have broad discretion in the application of the net proceeds we received from the IPO, and investors

will be relying on the judgment of our management regarding the application of our net proceeds.

While we expect to use the net proceeds

for the purposes described above, the timing and amount of our actual expenditures will be based on many factors, including cash flows

from operations, the anticipated growth of our business, and the availability and terms of alternative financing sources to fund our

of Equity Securities by the Issuer and Affiliated Purchasers

pursuant to an exemption therefrom (except for those shares issuable upon exercise of warrants, which as discussed above, have been registered

under the Securities Act).

of the date of this Report, the Company has outstanding common stock purchase warrants to purchase 975,500 shares of common stock with

an exercise price of $1.00 per share, and expiration dates ranging from August 16, 2027 through December 22, 2027.

The maximum number

of shares of common stock issuable upon exercise of the warrants is 1,063,000 shares.

Use of Proceeds From Sale of Registered Securities

On March 23, 2023, we completed

our IPO, in which we sold 1,250,000 shares of common stock at a price to the public of $4.00 per share.

In connection with the IPO, the

Company also granted the representative of the underwriters a 45-day option to purchase up to an additional 187,500 shares of its common

We received aggregate net proceeds of approximately $4.35 million, after deducting underwriting discounts and commissions, and

offering costs.

All the shares issued and sold

in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.

333-269240) originally

filed by the Company with the SEC under the Securities Act on January 13, 2023, which was declared effective on March 20, 2023.

The representative

of the underwriters of our IPO was Boustead Securities, LLC.

Following the sale of all the shares upon the closing of the IPO and the

expiration of the over-allotment option, the offer terminated.

No payments were made by us to directors, officers or persons owning ten

percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business,

and payments for the repayment of debt.

There has been no material change

in the expected use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC relating

to the IPO on March 22, 2023, pursuant to Rule 424(b).

The expected use of net proceeds

from the IPO represents our intentions based upon our present plans and business conditions.

We cannot predict with certainty all of the

particular uses for the proceeds of the IPO or the amounts that we will actually spend on the uses set forth above.

Accordingly, our management

will have broad discretion in the application of the net proceeds we received from the IPO, and investors will be relying on the judgment

of our management regarding the application of our net proceeds.

While we expect to use the net proceeds for the purposes described above,

the timing and amount of our actual expenditures will be based on many factors, including cash flows from operations, the anticipated

growth of our business, and the availability and terms of alternative financing sources to fund our growth.

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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 2. Unregistered Sales of Equity Securities