What changed in this filing

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Item 1. Financial Statements

2023-10-27 compared with 2023-07-28 · 318 added, 310 removed, 591 unchanged (52% of the section changed)

1 unchanged sentence

Mangoceuticals,

June 30, 2023

December 31, 2022

Cash and cash equivalents

Prepaid expenses - related party

TOTAL CURRENT ASSETS

Property and equipment, net of accumulated depreciation of $ 16,169

TOTAL FIXED ASSETS

Right of use - asset

TOTAL OTHER ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

and cash equivalents

expenses - related party

CURRENT ASSETS

and equipment, net of accumulated depreciation of $ 22,461 and $ 3,863

of use - asset

AND STOCKHOLDERS’ EQUITY

payable and accrued liabilities

tax liabilities

payable to related parties

liability - operating lease

CURRENT LIABILITIES

Accounts payable and accrued liabilities

Payroll tax liabilities

Notes payable to related parties

Notes payable

Right-of-use liability - operating lease

TOTAL CURRENT LIABILITIES

liability - operating lease

LONG-TERM LIABILITIES

Right-of-use liability - operating lease

TOTAL LONG-TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (SEE NOTE 9)

STOCKHOLDERS’ EQUITY

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

Accumulated deficit

AND CONTINGENCIES (SEE NOTE 9)

STOCKHOLDERS’

stock (par value $ 0.0001 , 200,000,000 shares authorized, of which 16,789,500 and 13,365,000 shares issued and outstanding as of September

30, 2023 and December 31, 2022, respectively)

paid in capital

( 8,660,126 )

( 2,015,756 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

of Operations

For The Three Months

For The Six Months

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Cost of revenues

Cost of revenues - related party

The Three Months

The Nine Months

of revenues - related party

and administrative expenses

operating expenses

General and administrative expenses

Total operating expenses

Loss from operations

from operations

( 1,799,460 )

( 6,650,843 )

( 1,319,727 )

(income) expense

interest - related party

other (income) expense

Imputed interest - related party

Total other (income) expense

Loss before income taxes

before income taxes

( 1,799,460 )

4 unchanged sentences

$ ( 6,644,370 )

Basic and diluted loss per share

Weighted average number of shares outstanding

Basic and diluted

$ ( 1,324,400 )

and diluted loss per share

average number of shares outstanding

accompanying notes are an integral part of these financial statements.

Mangoceuticals,

of Changes in Stockholders’ Equity (Deficit)

the Six Months Ended June 30, 2023 and 2022

of Changes in Stockholders’ Equity

the Nine Months Ended September 30, 2023 and 2022

Stockholders’

Balance, December 31, 2021

Imputed interest

Balance, March 31, 2022

Imputed interest

Issuance of common stock for services

Balance, June 30, 2022

$ ( 366,785 )

December 31, 2021

March 31, 2022

of common stock for services

June 30, 2022

$ ( 347,485 )

Balance, December 31, 2022

$ ( 119,032 )

Issuance of common stock for services

Issuance of common stock for cash

Imputed interest

of common stock for services

Options and warrants vested for services

Issuance of common stock for cash

September 30, 2022

$ ( 1,342,400 )

December 31, 2022

$ ( 2,015,756 )

Balance, March 31, 2023

of common stock for services

of common stock for cash

and warrants vested for services

( 2,560,885 )

Issuance of common stock for services

Imputed interest

Options and warrants vested for services

Warrants exercised for cash

March 31, 2023

$ ( 4,576,641 )

of common stock for services

and warrants vested for services

exercised for cash

( 2,284,025 )

Balance, June 30, 2023

( 2,284,025 )

June 30, 2023

( 6,860,666 )

of common stock for services

and warrants vested for services

( 1,799,460 )

September 30, 2023

( 8,660,126 )

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

of Cash Flows

For the Six Months Ended

For the Six Moths Ended

June 30, 2023

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

the Nine Months

FLOWS FROM OPERATING ACTIVITIES:

$ ( 6,644,370 )

$ ( 1,324,400 )

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

Issuance of common stock for services

Imputed interest expense

Options vested for stock-based compensation

(Increase) decrease in operating assets:

Prepaid expenses

Operating lease right of use asset

(Decrease) increase in operating liabilities:

Accounts payable and accrued liabilities

Operating lease right of use liabilities

Payroll tax liabilities

NET CASH USED IN OPERATING ACTIVITIES

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

of common stock for services

interest expense

vested for stock-based compensation

decrease in operating assets:

lease right of use asset

increase in operating liabilities:

payable and accrued liabilities

lease right of use liabilities

tax liabilities

CASH USED IN OPERATING ACTIVITIES

( 5,299,634 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings on notes payable to related parties

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 (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS:

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

FLOWS FROM INVESTING ACTIVITIES:

of property and equipment

CASH USED IN INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from borrowings on notes payable to related parties

on notes payable

on notes payable - related party

from exercise of warrants

from sales of common stock for cash

CASH PROVIDED BY FINANCING ACTIVITIES

INCREASE IN CASH AND CASH EQUIVALENTS

AND CASH EQUIVALENTS:

disclosure of cash flow information:

paid for income taxes

paid for interest

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

to Financial Statements

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

and Nine Month Periods Ended September 30, 2023 and September 30, 2022

1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

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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.

marketing and selling 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

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of Preparation

accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in

the United States of America (“U.S.

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

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 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

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

These financial statements are presented in

dollars and are prepared on a historical cost basis, except for certain financial instruments which are carried at fair value.

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 included in the Company’s Registration Statement on Form S-1 (Amendment No.

filed with the Securities and Exchange Commission (“SEC”) 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 the 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 that would

substantially duplicate the disclosures contained in the Form S-1 have been omitted.

liquid investments with original maturities of three months or less are considered cash equivalents.

1 unchanged sentence

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.

The Federal Deposit Insurance Corporation (“FDIC”) insures a total cash balance

of 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 September 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

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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

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.

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.

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.

For 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 September 30, 2023 and December 31, 2022, respectively.

of Estimates and Assumptions

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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.

from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings.

For financial

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risk of business failure.

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.

For the three and nine months ended September 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

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The disclosures shall include:

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.

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, 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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and advertising

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

Company follows the policy of 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.

$ 1,633,528 and $ 0 for the nine months ended September 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.

The Company 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 (see Note 10).

3 – PREPAID EXPENSES AND DEPOSITS

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 ,

the three and nine months ended September 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 September 30, 2023 and December 31, 2022, the balance was $ 84,382 and

$ 11,745 , respectively

2 unchanged sentences

4 – INVENTORY

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

the three and nine months ended September 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.

As of September 30, 2023 and December 31, 2022, the inventory balance was $ 21,581

and $ 0 , respectively.

5 – PROPERTY AND EQUIPMENT

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 ,

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

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

Depreciation expense

for the nine months ended September 30, 2023 and 2022, was $ 18,598 and $ 0 , respectively.

Total net property and equipment was $ 102,420

and $ 117,499 , as of September 30, 2023 and December 31, 2022, respectively.

OF PROPERTY PLANT AND EQUIPMENT

June 30, 2023

December 31, 2022

September 30,

Less accumulated depreciation:

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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.

This amount was paid in full on April 4, 2023 and the amount owed to Cohen Enterprises was $ 0 and $ 89,200 as

of September 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 nine months ended September 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,

3 unchanged sentences

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.

24, 2022 and the amount owed to ZipDoctor was $ 0 and $ 70 as of September 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 expenses see Note 3.

7 – NOTES PAYABLE

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.

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 September 30, 2023

and December 31, 2022 was $ 0 and $ 78,260 , respectively.

8 – CAPITAL STOCK

1 unchanged sentence

All preferred

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

stock was undesignated as of September 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 16,789,500 shares were issued

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.

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 .

Cohen is a related party.

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 .

Arango is a related party.

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.

The shares were valued at $ 0.10 per share, based on then recent third-party sales of shares, for a total of $ 25,000 .

Loev is a related party.

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

August 8, 2022, the Company began a private placement of up to $ 2,000,000 of units (the “Units”), each consisting of one

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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

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.

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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 “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 .

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.

The shares 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 2022 Plan.

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.

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 .

Arango is a related

November 1, 2022, we entered into a Consulting Agreement with White Unicorn, LLC (“White Unicorn”), to provide business advisory

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(“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

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.

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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.

brand awareness to 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 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

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $ 0.28 per share for a total

of $ 72,039 .

The shares were valued at $ 0.28 per share for

a total of $ 72,039 .

January 3, 2023, we entered into a Consulting Agreement with DojoLabs Group, Inc.

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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

related products during the term of each 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.

55 unchanged sentences

The agreement provides for

Hammer to receive an annual salary of $ 150,000

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 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

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 Mrs.

May 1, 2023, we entered into a Software Development Agreement with Redlime Solutions, Inc.

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Aaron Andrew (“Mr.

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

non-Company employee, to the Advisory Board.

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’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 .

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.

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.

agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $ 1.10 per share for a total of

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

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

3 months unless otherwise earlier terminated.

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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.

September 1, 2023, we entered into a service agreement with Greentree Financial Group, Inc.

(“Greentree” and the “Service

Pursuant to the Service Agreement, Greentree agreed to perform the following services:

(a) bookkeeping services for

the Company for the period from October 1, 2023 through September 30, 2024;

(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

(c) assistance to the Company with compliance filings for the quarters ended September 30, 2023, March 31, 2024, June 30, 2024

and the year ended December 31, 2023, 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.

Company agreed to issue Greentree 75,000 shares of the Company’s restricted common stock upon the parties’ entry into the

agreement, and to pay Greentree $ 40,000 in cash, payable as follows:

(a) $20,000 on or before September 30, 2023;

(b) $20,000 on or before

March 31, 2024.

We also agreed 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.

Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard

to certain matters.

The shares were valued at $ 1.13 per share for a total of $ 84,750 .

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.

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 .

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.

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 .

of September 30, 2023 and December 31, 2022, $ 197,954 and $ 82,267 has been recorded as stock-based compensation.

Hammer are related parties.

2 unchanged sentences

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

2 unchanged sentences

Exercisable, December 31, 2022

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, September 30, 2023

Exercisable, September 30, 2023

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

Outstanding Options

Exercisable Options

Price Per Share

Options Exercise

Exercise Price

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

of September 30, 2023, the fair value of options outstanding was $ 640,194 .

The aggregate initial fair value of the options measured on

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

OF FAIR VALUE ASSUMPTIONS

Value of Common Stock on measurement date

free interest rate

Fair Value of Common Stock on measurement date

Risk free interest rate

3.64 % - 3.30 %

224.70 % 92.54 %

Dividend Yield

Expected Term

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

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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 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 .

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

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.

The fair value of the warrants on the grant date was

of September 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:

following table summarizes common stock warrant activity:

OF WARRANT ACTIVITY

4 unchanged sentences

( 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, September 30, 2023

Exercisable, September 30, 2023

weighted average exercise prices, remaining lives for warrants granted, and exercisable as of September 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

Weighted Average Warrant Exercise Price Per Share

of September 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 3.83 years.

OF FAIR VALUE ASSUMPTIONS

Value of Common Stock on measurement date

free interest rate

2.95 % to 4.00

88.92 % to 92.87

Fair Value of Common Stock on measurement date

$ 0.37 - $ 0.72

Risk-free interest rate

From 2.95 % to 4.00 %

From 88.92 % to 92.87 %

Dividend Yield

Expected Term

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

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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 ”).

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 ”).

(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 ”).

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 $ 147,159 and $ 174,241 and operating lease liabilities of $ 157,543 and $ 185,405 as of June 30, 2023

Company has right-of-use assets of $ 133,433 and $ 174,241 and operating lease liabilities of $ 143,424 and $ 185,405 as of September 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.

Operating lease expense for the nine months ended September 30, 2023 and 2022 was $ 50,826 and

$ 0 , respectively.

The Company has recorded $ 0 in impairment charges related to right-of-use assets during the nine months ended September

30, 2023 and 2022.

OF MATURITY OF LEASE LIABILITIES

of Lease Liabilities at June 30, 2023

lease payments

Maturity of Lease Liabilities at September 30, 2023

Total lease payments

Imputed interest

value of lease liabilities

Present value of lease liabilities

10 – SUBSEQUENT EVENTS

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.

evaluation, the Company identified the following subsequent events:

October 1, 2023, the Company executed a Summary of Terms and Conditions (“Consulting Agreement”) with Gene Johnston (“Johnston”)

continuing his appointment as the Company’s Chief Financial Officer on a full-time basis for a term of 12 months.

Pursuant to the

Consulting Agreement, the Company issued Johnston 50,000 shares of the Company’s common stock and $ 2,000 per month.

The Consulting

Shares were issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan.

October 10, 2023, we entered into a Consulting Agreement with Luca Consulting, LLC (“Luca Consulting”), to provide management

consulting and business advisory services to the Company during the term of the agreement, which is for three months.

In consideration

for agreeing to provide the services under the agreement, the Company agreed to pay Luca Consulting $ 15,000 in cash and issued Luca Consulting

200,000 shares of restricted common stock.

The agreement contains customary confidentiality and non-circumvention provisions.

were valued at $ 0.60 per share for a total of $ 120,000 .

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