What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-10-27 compared with 2023-07-28 · 220 added, 201 removed, 196 unchanged (68% of the section changed)

59 unchanged sentences

Summary of our operations.

Performance Indicators.

Indicators describing our performance for the periods presented.

of Operations .

1 unchanged sentence

of Operations .

An analysis of our financial results comparing the three and six months ended June 30, 2023 and 2022.

An analysis of our financial results comparing the three and nine months ended September 30, 2023 and 2022.

and Capital Resources .

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incorporated in our reported financial results and forecasts.

connect consumers to licensed healthcare professionals through our recently launched website at www.MangoRX.com for the provision of

care via telehealth on our customer portal and plan to also provide access for customers to a licensed pharmacy for online fulfillment

and distribution of certain medications that may be prescribed as part of telehealth consultations.

connect consumers to licensed healthcare professionals through our website at www.MangoRX.com for the provision of care via telehealth

on our customer portal and also provide access for customers to a licensed pharmacy for online fulfillment and distribution of certain

medications that may be prescribed as part of telehealth consultations.

We have developed what we believe is a go-to-market strategy

inclusive of product development, operations, marketing and advertising;

however, we have not sold a significant amount of products and

have not generated revenues sufficient to support our operations to date.

have identified men’s wellness telemedicine services and products as a growing sector in recent years and especially related to

the areas of erectile dysfunction (“ED”) products.

We have developed and are commercially marketing a new brand of ED product

We have developed, are marketing, and selling, a new brand of ED product

under the brand name “Mango.” This product is produced at a compounding pharmacy and is available to patients on the determination

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three ingredients:

Tadalafil (the active ingredient in Cialis) and Oxytocin, which are used in U.S.

Food and Drug Administration (“FDA”)

approved drugs;

and L-Arginine, an amino acid that is available as a dietary supplement.

However, the fact that Tadalafil and Oxytocin

are used in FDA approved drugs, and L-arginine is available as a dietary supplement, does not mean that these ingredients will prove

safe when combined into a single formulation to treat ED.

We currently offer two dosage levels of our Mango ED product and anticipate

doctors prescribing a dosage based on the needs and medical history of the patient.

Our Mango ED product currently includes the following

amounts of the three ingredients discussed above:

(1) Tadalafil (10 milligrams (mg)), Oxytocin (100 International units (IU)) and L-Arginine

and (2) Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg).

Our Mango ED product has not been, and will not be, approved

by the FDA and instead we plan to produce and sell our products, including our Mango ED product, under an exemption provided by Section

503A of the Federal Food, Drug, and Cosmetic Act, as discussed below.

are not aware of any clinical studies involving the administration of tadalafil sublingually at the doses we provide patients, or the

compounding of tadalafil, oxytocin, and L-arginine to treat ED, as is contemplated by our ED product.

We are, however, aware of other

companies that are currently selling oral disintegrating tablets for ED, including those using a combination of Tadalafil and Sildenafil

(the active ingredient in Viagra).

Additionally, because our Mango ED product is being specially compounded for the customer by a pharmacist

with a physician’s prescription and because the ingredients for our Mango ED product will be publicly disclosed, this product formula

can be replicated by other companies.

Either Sildenafil (the active ingredient in Viagra) or Tadalafil (the active ingredient in Cialis) and Oxytocin, which

are used in U.S.

Food and Drug Administration (“FDA”) approved drugs;

and L-Arginine, an amino acid that is available as

a dietary supplement.

However, the fact that Tadalafil, Sildenafil and Oxytocin are used in FDA approved drugs, and L-arginine is available

as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to treat ED.

currently offer two dosage levels of our Mango ED products and anticipate doctors prescribing a dosage based on the needs and medical

history of the patient.

Our Mango ED products currently includes the following amounts of the three ingredients discussed above:

either Sildenafil (50 milligrams (mg) or Tadalafil (10 (mg)), Oxytocin (100 International units (IU)) and L-Arginine (50mg);

either Sildenafil (100mg) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg).

Our Mango ED products have not been, and will

not be, approved by the FDA and instead we produce and sell our Mango ED products and plan to produce and sell future pharmaceutical

products, under an exemption provided by Section 503A of the Federal Food, Drug, and Cosmetic Act, as discussed below.

are not aware of any clinical studies involving the administration of Tadalafil or Sildenafil sublingually at the doses we provide patients,

or the compounding of Tadalafil or Sildenafil, oxytocin, and L-arginine to treat ED, as is contemplated by our ED product.

We are, however,

aware of other companies that are currently selling oral disintegrating tablets for ED, including those using a combination of Tadalafil

and Sildenafil.

Additionally, because our Mango ED products are being specially compounded for the customer by a pharmacist with a physician’s

prescription and because the ingredients for our Mango ED products are publicly disclosed, this product formula can be replicated by

other companies.

our ED product has not been, and will not be, approved by the FDA, our product has not had the benefit of the FDA’s clinical trial

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at www.MangoRX.com .

Performance Indicators

performance indicators that we use to evaluate our business, measure our performance, identify trends affecting our business, formulate

financial projections and make strategic decisions include average order value (“AOV”);

the percentage breakdown between subscribing and

non-subscribing customers;

and the percentage breakdown between new orders and refills/auto-refills.

Order Value (AOV)

For the Three Months Ended

For the Nine Months Ended

September 30,

Subscribing Customers

Non-Subscribing Customers

Breakdown Between Subscribing and Non-Subscribing Customers

For the Three Months Ended

For the Nine Months Ended

September 30,

Subscribing Customers

Non-Subscribing Customers

addition to continuously working to acquire new customers for our Mango ED products, our goal is to gradually increase the

percentage and number of subscribing customers, compared to one-time non-subscribing customers, which if successful, we expect

will drive greater predictability and growth in revenues and cash flow, allowing us to invest even more aggressively in new customer

Further, our goal is to increase our AOVs, which we also anticipate will grow over time as the Company launches,

markets and sells additional men’s health and wellness products through its online telemedicine platform.

of Operations

had working capital of $2.8 million as of June 30, 2023.

With our current cash on hand, expected revenues, and based on our current average

monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current

had working capital of $1.2 million as of September 30, 2023.

With our current cash on hand, expected revenues, and based on our current

average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current

levels and to pay the costs associated with being a public company for the next 12 months.

We may however require additional funding

We may also require additional funding

in the future to expand or complete acquisitions.

Our plan for the next twelve months is to continue using the same marketing and management

strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically

or through acquisitions as funding and opportunities arise, and, as discussed above, we have also purchased a homesite on which we are

in the process of constructing a custom home, which we then plan to sell.

As our business continues to grow, customer feedback will be

integral in making small adjustments to improve the product and overall customer experience.

We plan to raise additional required funding

when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant

dilution to existing stockholders.

If we are unable to access additional capital moving forward, it may hurt our ability to grow and

to generate future revenues.

We plan to raise additional required funding through the sale of debt or equity, which may not be available on favorable terms, if at

all, and may, if sold, cause significant dilution to existing stockholders.

If we are unable to access additional capital moving forward,

it may hurt our ability to grow and to generate future revenues.

Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality

product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and

opportunities arise.

As our business continues to grow, customer feedback will be integral in making small adjustments to improve products

and our overall customer experience.

are headquartered in Dallas, Texas and intend to grow our business both organically and through identifying acquisition targets over

the next 12 months in the technology, health and wellness space.

Specifically, we plan to continue to make additional and ongoing technology

enhancements to its platform, further develop, market and advertise additional men’s health and wellness related products on its

telemedicine platform, and identify strategic acquisitions that complement our vision.

As these opportunities arise, we will determine

the best method for financing such acquisitions and growth which may include the issuance of debt instruments, common stock, preferred

stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.

the next 12 months in the technology, health and wellness space, funding permitting.

Specifically, we plan to continue to make additional

and ongoing technology enhancements to its platform, further develop, market and advertise additional men’s health and wellness

related products on its telemedicine platform, and identify strategic acquisitions that complement our vision.

As these opportunities

arise, we will determine the best method for financing such acquisitions and growth which may include the issuance of debt instruments,

common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.

of Operations

of the Three and Six Months Ended June 30, 2023 and 2022

began generating revenues in November 2022 and had revenues of $141,237 and $241,959 for the three and six month ended June 30,

2023, respectively, and we did not generate any revenues for the three and six months ended June 30, 2022.

had cost of revenues of $25,592 and $49,345 for the three and six month ended June 30, 2023, respectively, and related party cost of

revenues of $28,515 and 48,285 for the three and six month ended June 30, 2023, respectively, relating to amounts paid to Epiq Scripts,

LLC, a related party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, which entity provides us

pharmacy and compounding services (“ Epiq Scripts ”), resulting in gross profit of $87,130 and $144,329 for the three

and six months ended June 30, 2023, respectively.

The related party cost of revenues were associated with the Master Services Agreement

entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid

to our unrelated party doctors network and shipping expenses.

We did not have any cost of revenues for the three and six months ended

June 30, 2022, as we did not begin generating revenues until November 2022.

of the Three and Nine months Ended September 30, 2023 and 2022

began generating revenues in November 2022 and had revenues of $245,160 and $487,119 for the three and nine months ended September 30,

2023, respectively, and we did not generate any revenues for the three and nine months ended September 30, 2022.

had cost of revenues of $52,193 and $101,538 for the three and nine months ended September 30, 2023, respectively, and related party

cost of revenues of $48,378 and $96,663 for the three and nine months ended September 30, 2023, respectively, relating to amounts paid

to Epiq Scripts, LLC, a related party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, which entity

provides us pharmacy and compounding services (“ Epiq Scripts ”), resulting in gross profit of $144,589 and $288,918

for the three and nine months ended September 30, 2023, respectively.

The related party cost of revenues was associated with the Master

Services Agreement entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to

the amounts paid to our unrelated party doctors network and shipping expenses.

We did not have any cost of revenues for the three and

nine months ended September 30, 2022, as we did not begin generating revenues until November 2022.

Company analyzed the following factors when determining the amounts to be paid to Epiq Scripts under the Master Services Agreement and

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Expenses and Net Loss

had total general and administrative expenses of $2,379,388 and $4,995,712 and imputed interest gain of $8,233 and $6,473 (which

represented imputed interest canceled and reversed on the related party loans repaid as discussed below under “Liquidity and

Capital Resources”) for the three and six months ended June 30, 2023, resulting in a net loss of $2,284,025 and $4,884,910,

respectively, compared to general and administrative expenses of $327,902 and $346,612 and $1,583 and $2,472 of imputed interest

expense (which represented imputed interest on the related party loans discussed below under “Liquidity and Capital

Resources”) for the three and six months ended June 30, 2022.

This resulted in a net loss of $329,485 and $349,084,

respectively.

increase in general administration expenses for the three and six months ended June 30, 2023, compared to the prior period, was due

primarily to (a) stock-based compensation from issuances of options and warrants, totaling $764,201 and $451,233 (including a total

of $699,930 and $386,963 attributed to stock issued for services and $64,271 and $64,271 attributed to stock-based compensation from

issuances of options and warrants) and $0 and $224,775 for the three and six months ended June 30, 2022, respectively, which

increase was due to us having issued less stock for compensation during the 2022 period;

(b) advertising and marketing expenses in

the amount of $284,366 and $912,997 and $18,710 and $65,238, for the three and six months ended June 30, 2023 and 2022,

respectively, related to us increasing our advertising and marketing costs in the 2023 period as we ramped up our marketing efforts

in connection with the expansion of our operations;

six months ended June 30, 2023 and 2022, respectively, mainly related to legal fees in the current period in connection with our

initial public offering and related matters;

(d) placement agent fees of $400,000 and $0, for the three and six months ended June

30, 2023 and $0 and $0 for 2022, respectively, relating to fees paid to our placement agent in connection with our initial public

(e) salaries and benefits of $173,839 and $383,897 and $0 and $0 for the three and six months ended June 30, 2023 and

2022, respectively, which increased due to the engagement of new employees as we ramped up our operations in the current period;

accounting and auditing fees of $56,600 and $77,600 and $0 and $10,000, for the three and six months ended June 30, 2023 and 2022,

respectively, which decrease was in connection with fees paid to our accountants and auditors in connection with the preparation of

the financial statements for our initial public offering;

(g) general consulting related expenses of $163,513 and $219,141 and $0

and $0, for the three and six months ended June 30, 2023 and 2022, respectively, related to other various consulting fees paid in

connection with our operations in the current period;

and (h) software development fees of $131,420 and $291,260 and $0 and $0 for

the three and six months ended June 30, 2023 and 2022, respectively, related to the front and backend development of our website in

the current period.

Software development expenses are integral to customers accessing our ordering system and successfully placing

an order for our products.

We had not yet implemented our online ordering in the first six months of 2022.

had total general and administrative expenses of $1,944,049 and $6,939,761 and imputed interest gain of $0 and $6,473 (which represented

imputed interest canceled and reversed on the related party loans repaid as discussed below under “Liquidity and Capital Resources”)

for the three and nine months ended September 30, 2023, resulting in a net loss of $1,799,460 and $6,644,370, respectively, compared

to general and administrative expenses of $991,825 and $1,319,727 and $3,090 and $4,673 of imputed interest expense (which represented

imputed interest on the related party loans discussed below under “Liquidity and Capital Resources”) for the three and nine

months ended September 30, 2022.

This resulted in a net loss of $994,915 and $1,324,400, respectively.

increase in general administration expenses for the three and nine months ended September 30, 2023, compared to the prior period, was

due primarily to (a) stock-based compensation totaling $151,592 and $1,367,134 (including a total of $84,750 and $1,171,750 attributed

to stock issued for services and $66,842 and $195,384 attributed to stock-based compensation from issuances of options and warrants)

and 0 and $490,000 for the three and nine months ended September 30, 2023 and 2022, respectively, which increase was due to us having

issued less stock for compensation during the 2022 period;

(b) advertising and marketing expenses in the amount of $720,531 and $1,633,528

and $98,797 and $164,085, for the three and nine months ended September 30, 2023 and 2022, respectively, related to us increasing our

advertising and marketing costs in the 2023 period as we ramped up our marketing efforts in connection with the expansion of our operations;

(c) legal fees of $58,725 and $257,111 and $0 and $156,987, for the three and nine months ended September 30, 2023 and 2022, respectively,

mainly related to legal fees in connection with our initial public offering and related matters;

(d) placement agent fees of $0 and $400,000,

for the three and nine months ended September 30, 2023 and $0 and $120,040 for 2022, respectively, relating to fees paid to our placement

agent in connection with our private placement and initial public offering;

(e) salaries and benefits of $262,092 and $642,007 and $51,000

and $51,000 for the three and nine months ended September 30, 2023 and 2022, respectively, which increased due to the engagement of new

employees as we ramped up our operations in the current period;

(f) accounting and auditing fees of $9,200 and $86,800 and $7,644 and

$17,644, for the three and nine months ended September 30, 2023 and 2022, respectively, which was in connection with fees paid to our

accountants and auditors in connection with the preparation of the financial statements for our initial public offering and quarterly

(g) general consulting related expenses of $156,929 and $376,070 and $75,180 and $75,180, for the three and nine months ended

September 30, 2023 and 2022, respectively, related to other various consulting fees paid in connection with our operations in the current

and (h) software development fees of $70,599 and $361,740 and $31,420 and $41,020 for the three and nine months ended September

30, 2023 and 2022, respectively, related to the front and backend development of our website in the current period.

Software development

expenses are integral to customers accessing our ordering system and successfully placing an order for our products.

We had not yet implemented

our online ordering in the first nine months of 2022.

and Capital Resources

of June 30, 2023, we had $2,947,495 of cash on-hand, compared to $682,860 of cash on-hand of December 31, 2022.

We also had $52,760 of

prepaid expenses, related party, relating to amounts funded to Epiq Scripts, which is 51% owned and controlled by Jacob D.

Chairman and Chief Executive Officer, $108,712 of property and equipment, net consisting of computers, office and custom product packaging

equipment, $16,942 of security deposit, representing the security deposit on our leased office space and $147,159 of right of use asset

in connection with our office space lease.

Cash increased mainly due to funds raised in the IPO, offset by cash used for general operating expenses.

of June 30, 2023, the Company had total current liabilities of $196,482, consisting of $130,205 of accounts payable and accrued liabilities,

$6,125 of payroll tax liabilities, and $60,152 of right-of-use liability, operating lease, current portion.

We also had $97,391 of right-of-use

liability, long-term.

of June 30, 2023, we had $3,296,562 in total assets, $293,873 in total liabilities, working capital of $2.8 million and a total accumulated

deficit of $6,860,666.

of September 30, 2023, we had $1,236,747 of cash on-hand, compared to $682,860 of cash on-hand of December 31, 2022.

We also had $84,382

of prepaid expenses, related party, relating to amounts funded to Epiq Scripts, which is 51% owned and controlled by Jacob D.

our Chairman and Chief Executive Officer, $21,581 of inventory;

$102,420 of property and equipment, net, consisting of computers, office

and custom product packaging equipment, $16,942 of security deposit, representing the security deposit on our leased office space and

$133,433 of right of use asset in connection with our office space lease.

Cash increased mainly due to funds raised in the IPO, offset

by cash used for general operating expenses.

of September 30, 2023, the Company had total current liabilities of $159,176, consisting of $89,059 of accounts payable and accrued

liabilities, $8,200 of payroll tax liabilities, and $61,917 of right-of-use liability, operating lease, current portion.

$81,507 of right-of-use liability, long-term.

of September 30, 2023, we had $1,595,505 in total assets, $240,684 in total liabilities, working capital of $1.2 million and a total

accumulated deficit of $8,660,126.

have mainly relied on related party loans, as well as funds raised through the sale of securities, mainly through the private placement

offering and our IPO discussed below, to support our operations since inception.

We have primarily used our available cash to pay operating

offering and our IPO discussed below, and revenues generated from sales of our Mango ED products, to support our operations since inception.

We have primarily used our available cash to pay operating expenses.

We do not have any material commitments for capital expenditures.

have experienced recurring net losses since inception.

We believe that we will continue to incur substantial operating expenses in the

foreseeable future as we continue to invest to bring our Mango ED product to market and to attract customers, expand the product offerings

and enhance technology and infrastructure.

These efforts may prove more expensive than we anticipate, and we may not succeed in generating

commercial revenues or net income to offset these expenses.

Accordingly, we may not be able to achieve profitability, and we may incur

significant losses for the foreseeable future.

Our independent registered public accounting firm included an explanatory paragraph in

its report on our financial statements as of December 31, 2022.

As of June 30, 2023, our current capital resources, combined with the

net proceeds from the offering, are expected to be sufficient for us to fund operations for the next 12 months.

We may need funding in

addition to the funding raised in our IPO, to support our operations in the future.

We may also seek to acquire additional businesses

or assets in the future, which may require us to raise funding.

We currently anticipate such funding, if required, being raised through

the offering of debt or equity.

Such additional financing, if required, may not be available on favorable terms, if at all.

If debt financing

is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of

such financing.

If equity financing is available and obtained it may result in our shareholders experiencing significant dilution.

such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline

We believe that we will continue to incur substantial operating expenses in

the foreseeable future as we continue to invest to bring our Mango ED products to market and to attract customers, expand the

product offerings and enhance technology and infrastructure.

These efforts may prove more expensive than we anticipate, and we may

not succeed in generating commercial revenues or net income to offset these expenses.

Accordingly, we may not be able to achieve

profitability, and we may incur significant losses for the foreseeable future.

Our independent registered public accounting firm

included an explanatory paragraph in its report on our financial statements as of December 31, 2022.

As of September 30, 2023, our

current capital resources are not sufficient for us to fund operations for the next 12 months.

As such, we will need to raise

funding in addition to the funding raised in our IPO, to support our operations in the future.

We may also seek to acquire

additional businesses or assets in the future, which may require us to raise funding.

We currently anticipate such funding being raised through the offering of debt or equity.

Such additional financing, may not be available on favorable terms,

If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of

default, depending on the terms of such financing.

If equity financing is available and obtained it may result in our shareholders

experiencing significant dilution.

If such financing is unavailable, we may be forced to curtail our business plan, which may cause

the value of our securities to decline in value.

support our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must have

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We have plans to pursue an aggressive growth strategy for the

expansion of operations through marketing to attract new customers for our Mango ED product.

June 30, 2023

June 30, 2022

expansion of operations through marketing to attract new customers for our Mango ED products.

September 30,

Cash provided by (used in):

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Financing activities

Net increase (decrease) in cash

cash used in operating activities was $3,588,886 for the six months ended June 30, 2023, which was mainly due to $4,844,910 of net

loss, offset by $1,087,000 of common stock issued for services, $128,542 for options vested for stock based compensation, increase

in inventory of $23,494, increase in prepaid expense of $41,015, and a $96,530 decrease in accounts payable and accrued

cash used in operating activities was $96,612 for the six months ended June 30, 2022, which was mainly due to $349,084 of net loss

offset by $225,000 of common stock issued for services and $25,000 in accounts payable and accrued expenses.

cash used in investing activities was $3,519 for the six months ended June 30, 2023, which was due to the purchase of equipment,

compared to $0 for the six months ended June 30, 2022.

cash provided by financing activities was $5,857,040 for the six months ended June 30, 2023, which was due to $5,000,000 of funds raised

in the IPO and $1,024,000 in proceeds from the exercise of warrants, offset by repayments of notes payable of $78,260 and repayments

of related party notes payable of $89,200.

cash provided by financing activities was $74,930 for the six months ended June 30, 2022, which was solely related to borrowings

from related parties.

Net increase in cash

cash used in operating activities was $5,299,634 for the nine months ended September 30, 2023, which was mainly due to $6,644,370 of

net loss, offset by $1,171,750 of common stock issued for services, $195,384 for options vested for stock based compensation, offset by

an increase in prepaid expense of $72,637.

cash used in operating activities was $696,958 for the nine months ended September 30, 2022, which was mainly due to $1,324,400 of net

loss offset by $490,000 of common stock issued for services and $169,817 for options vested for stock based compensation.

cash used in investing activities was $3,519 for the nine months ended September 30, 2023, compared to $2,531 for the nine months ended

September 30, 2022, which were due to the purchase of equipment .

cash provided by financing activities was $5,857,340 for the nine months ended September 30, 2023, which was mainly due to $5,000,000

of funds raised in the IPO and $1,024,500 in proceeds from the exercise of warrants, offset by repayments of notes payable of $78,260

and repayments of related party notes payable of $89,200.

cash provided by financing activities was $1,550,430 for the nine months ended September 30, 2022, which was mainly due to $1,500,500

of proceeds from the sale of common stock in our private offering, discussed below.

Party Loans and Advances

16 unchanged sentences

The Company repaid Cohen Enterprises $25,000 on August 18, 2022 and the remaining

$89,200 on April 4, 2023, bringing the total amount owed to Cohen Enterprises to $0 as of June 30, 2023.

$89,200 on April 4, 2023, bringing the total amount owed to Cohen Enterprises to $0 as of September 30, 2023.

The Company further recorded

a credit of $6,473 towards imputed interest (previously calculated at a rate of 8% per annum) against the related party advances for

the six months ended June 30, 2023.

the nine months ended September 30, 2023.

November 18, 2022, the Company entered into a Secured Installment Promissory Note with a vendor for the purchase of equipment in the

amount of $78,260 (the “Note Payable”).

The note bears no interest unless an event of default occurs, and then it bears

interest at the rate of 10% per annum until paid in full.

The Note Payable was payable in installments, requiring a payments of

$5,000 on each of January 1, 2023, February 1, 2023, and March 1, 2023, with a $31,630 payment due on April 1, 2023 and a final

payment due on May 1, 2023.

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 on December 31, 2022 was $78,260 and as of June 30, 2023, was $0.

The Note Payable may be prepaid at any time without penalty, and is payable immediately upon a change of control of the Company.

equipment relating to the Note Payable is kept at Epiq Scripts principal business location and is used by Epiq Scripts in fulfilling

orders of our products.

Epiq Scripts is 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer.

Note Payable includes customary events of default and covenants of the Company.

The equipment acquired includes an auto-lock

shut-off such that if we are in default under the Note Payable, such equipment will shut-off and be unusable.

The amount owed under

the Note Payable is secured by the equipment purchased.

The note bears no interest unless an event of default occurs, and then it bears interest

at the rate of 10% per annum until paid in full.

The Note Payable was payable in installments, requiring a payments of $5,000 on each

of January 1, 2023, February 1, 2023, and March 1, 2023, with a $31,630 payment due on April 1, 2023 and a final payment due on May 1,

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

The outstanding balance on December 31, 2022 was $78,260 and as of September 30, 2023, was $0.

Private Placement

29 unchanged sentences

for Future Funding

discussed above, our current capital resources, combined with the net proceeds from the offering, are expected to be sufficient for us

to fund operations for the next 12 months.

We may need funding in addition to the funding raised in our IPO, to support our operations

in the future.

We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding.

anticipate such funding, if required, being raised through the offering of debt or equity.

Such additional financing, if required, may

not be available on favorable terms, if at all.

If debt financing is available and obtained, our interest expense may increase and we

may be subject to the risk of default, depending on the terms of such financing.

If equity financing is available and obtained it may

result in our shareholders experiencing significant dilution.

If such financing is unavailable, we may be forced to curtail our business

plan, which may cause the value of our securities to decline in value.

As discussed above, our current capital resources are not be sufficient for us to fund operations for the next 12 months.

will need funding in addition to the funding raised in our IPO, to support our operations in the future.

We may also seek to acquire additional

businesses or assets in the future, which may require us to raise funding.

We currently anticipate such funding being raised through the

sale of debt or equity.

Such additional financing may not be available on favorable terms, if at all.

If debt financing is available and

obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing.

equity financing is available and obtained it may result in our shareholders experiencing significant dilution.

If such financing is unavailable,

we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.

Accounting Policies and Estimates

preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States

of America (“ GAAP ”) requires management to make estimates and assumptions that affect the reported amounts of assets,

liabilities and expenses.

“Note 2 – Summary of Significant Accounting Policies” included in our audited financial statements

included under “Index to Financial Statements” in prospectus dated March 20, 2023, filed pursuant to Rule 424(b)(4) in connection

with our IPO (the “ Prospectus ”), describes the significant accounting policies used in the preparation of the financial

Certain of these significant accounting policies and estimates have a higher degree of inherent uncertainty and require significant

Accordingly, actual results could differ from those estimates.

To the extent that there are differences between our estimates

and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United

States of America (“ GAAP ”) requires management to make estimates and assumptions that affect the reported amounts

of assets, liabilities and expenses.

“Note 2 – Summary of Significant Accounting Policies” included in our audited

financial statements included under “Index to Financial Statements” in the prospectus dated March 20, 2023, filed

pursuant to Rule 424(b)(4) in connection with our IPO (the “ Prospectus ”), describes the significant accounting

policies used in the preparation of the financial statements.

Certain of these significant accounting policies and estimates have a

higher degree of inherent uncertainty and require significant judgments.

Accordingly, actual results could differ from those

To the extent that there are differences between our estimates and actual results, our future financial statement

presentation, financial condition, results of operations and cash flows will be affected.

critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition

1 unchanged sentence

statements appearing elsewhere in the Prospectus.

During the quarter ended June 30, 2023, there were no material changes to our critical

accounting policies from those discussed in our Prospectus.

During the quarter ended September 30, 2023, there were no material changes to our

critical accounting policies from those discussed in our Prospectus.

Act and Recent Accounting Pronouncements

18 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis