MANGOCEUTICALS, INC. 10-K

Item 8. Financial Statements and Supplementary Data. MANGOCEUTICALS, INC. TABLE OF CONTENTS TO FINANCIAL STATEMENTS Page Index to Financial Statements Report of Independent Registered Public Accounting Firm (ID # 76 ) F-1 Balance Sheets F-2 Statements of Operations F-3 Statement of Changes in Stockholders' Equity (Deficit) F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 79 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders of Mangoceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mangoceuticals, Inc. as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Mangoceuticals, Inc. as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 9 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Mangoceuticals, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Mangoceuticals, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P . We have served as Mangoceuticals, Inc.’s auditor since 2023. Dallas, Texas April 1, 2024 F- 1 Table of Contents Mangoceuticals, Inc. Balance Sheet s December 31, 2023 December 31, 2022 CURRENT ASSETS Cash and cash equivalents $ 739,006 $ 682,860 Inventory 18,501 - Prepaid expenses - related party 60,953 11,745 TOTAL CURRENT ASSETS 818,460 694,605 FIXED ASSETS Property and equipment, net of accumulated depreciation of $ 28,752 and $ 3,863 96,129 117,499 TOTAL FIXED ASSETS 96,129 117,499 OTHER ASSETS Deposits 16,942 16,942 Right of use - asset 119,262 174,241 TOTAL OTHER ASSETS 136,204 191,183 TOTAL ASSETS $ 1,050,793 $ 1,003,287 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 140,765 $ 33,675 Payroll tax liabilities 6,595 2,717 Notes payable to related parties - 89,200 Notes payable - 78,260 Right-of-use liability - operating lease 63,718 56,725 TOTAL CURRENT LIABILITIES 211,078 260,577 LONG-TERM LIABILITIES Right-of-use liability - operating lease 64,961 128,680 TOTAL LONG-TERM LIABILITIES 64,961 128,680 TOTAL LIABILITIES 276,039 389,257 COMMITMENTS AND CONTINGENCIES (SEE NOTE 10) - - STOCKHOLDERS’ EQUITY Common stock (par value $ 0.0001 , 200,000,000 shares authorized, of which 21,419,500 and 13,365,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively) 2,142 1,337 Additional paid in capital 12,000,785 2,628,449 Accumulated deficit ( 11,228,173 ) ( 2,015,756 ) TOTAL STOCKHOLDERS’ EQUITY 774,754 614,030 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,050,793 $ 1,003,287 The accompanying notes are an integral part of these financial statements. F- 2 Table of Contents Mangoceuticals, Inc. Statements of Operations December 31, 2023 December 31, 2022 For The Year For The Year Ended Ended December 31, 2023 December 31, 2022 Revenues Revenues $ 731,493 $ 8,939 Cost of revenues 154,900 4,089 Cost of revenues - related party 145,092 - Gross profit 431,501 4,850 Operating expenses General and administrative expenses 3,319,417 1,643,572 Salary and benefits 977,890 - Advertising and marketing 2,097,505 352,860 Investor relations 1,100,465 - Stock based compensation 2,155,114 - Total operating expenses 9,650,391 1,996,432 Loss from operations ( 9,218,890 ) ( 1,991,582 ) Other (income) expense Other income ( 6,473 ) - Imputed interest - related party - 6,473 Total other (income) expense ( 6,473 ) 6,473 Loss before income taxes ( 9,212,417 ) ( 1,998,055 ) Income taxes - - Net loss $ ( 9,212,417 ) $ ( 1,998,055 ) Basic and diluted loss per share Basic and diluted loss per share $ ( 0.57 ) $ ( 0.19 ) Weighted average number of shares outstanding Basic and diluted 16,113,029 10,798,083 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents MANGOCEUTICAL, INC. Statement of Changes in Stockholders' Equity (Deficit) For the Years Ended December 31, 2023 and 2022 Shares Amount Capital Deficit (Deficit) Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity Shares Amount Capital Deficit (Deficit) Balance, December 31, 2021 8,000,000 $ 800 $ 181 $ ( 17,701 ) $ ( 16,720 ) Issuance of common stock for services 3,365,000 337 539,728 - 540,065 Issuance of units for cash 2,000,000 200 1,999,800 - 2,000,000 Options and warrants vested for services - - 234,088 - 234,088 Warrants for services cancelled - - ( 151,821 ) - ( 151,821 ) Imputed interest - - 6,473 - 6,473 Net loss - - - ( 1,998,055 ) ( 1,998,055 ) Balance, December 31, 2022 13,365,000 $ 1,337 $ 2,628,449 $ ( 2,015,756 ) $ 614,030 Balance 13,365,000 $ 1,337 $ 2,628,449 $ ( 2,015,756 ) $ 614,030 Issuance of common stock for services 1,780,000 178 1,530,473 - 1,530,651 Issuance of common stock for cash 5,250,000 525 6,199,475 - 6,200,000 Imputed interest related party loan repayment - - ( 6,473 ) - ( 6,473 ) Options and warrants vested for services - - 624,463 - 624,463 Warrants exercised 1,024,500 102 1,024,398 - 1,024,500 Net loss - - - ( 9,212,417 ) ( 9,212,417 ) Balance, December 31, 2023 21,419,500 2,142 12,000,785 ( 11,228,173 ) 774,754 Balance 21,419,500 2,142 12,000,785 ( 11,228,173 ) 774,754 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents MANGOCEUTICALS, INC. Statements of Cash Flows December 31, 2023 December 31, 2022 For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 9,212,417 ) $ ( 1,998,055 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 24,889 3,863 Issuance of common stock for services 1,530,651 540,065 Imputed interest expense - 6,473 Other income ( 6,473 ) - Options vested for stock-based compensation 624,463 234,088 Warrants for service cancelled - ( 151,821 ) (Increase) decrease in operating assets: Rent Deposits - ( 16,942 ) Inventory ( 18,501 ) - Prepaid expenses – related party ( 49,208 ) ( 11,745 ) Operating lease right of use asset 54,979 ( 174,241 ) (Decrease) increase in operating liabilities: Accounts payable and accrued liabilities 107,090 33,675 Operating lease right of use liabilities ( 56,726 ) 185,405 Payroll tax liabilities 3,878 2,717 NET CASH USED IN OPERATING ACTIVITIES ( 6,997,375 ) ( 1,346,518 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 3,519 ) ( 43,102 ) NET CASH USED IN INVESTING ACTIVITIES ( 3,519 ) ( 43,102 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings on notes payable to related parties - 75,000 Repayment on notes payable ( 78,260 ) - Repayment on notes payable - related parties ( 89,200 ) ( 25,070 ) Proceeds from exercise of warrants 1,024,500 - Proceeds from sales of common stock for cash 6,200,000 2,000,000 NET CASH PROVIDED BY FINANCING ACTIVITIES 7,057,040 2,049,930 NET INCREASE IN CASH AND CASH EQUIVALENTS 56,146 660,310 CASH AND CASH EQUIVALENTS: Beginning of year 682,860 22,550 End of year $ 739,006 $ 682,860 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents MANGOCEUTICALS, INC. Notes to Financial Statements Years Ended December 31, 2023 and 2022 NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS Mangoceuticals, Inc. (“Mangoceuticals” or the “Company”), was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss and testosterone replacement or enhancement therapies. In this regard, Mangoceuticals has developed and is commercially marketing a new brand of ED products under the brand name “Mango” and a new brand of hair loss products under the brand name “Grow.” These products are produced at a compounding pharmacy using a proprietary combination of U.S. Food and Drug Administration (“FDA”) approved ingredients and is available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mangoceuticals is currently marketing and selling these branded ED and hair loss products exclusively online via its website at www.MangoRx.com . Initial Public Offering. In March 2023, the Company completed an initial public offering (the “IPO”), in which the Company issued and sold 1,250,000 shares of authorized common stock for $ 4.00 per share for net proceeds of $ 4.35 million, after deducting underwriting discounts and commissions, and offering costs. At the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “Resale Prospectus”) the Company registered the sale of 4,765,000 shares of common stock, including 2,000,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of $ 1.00 per share. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All dollar amounts are rounded to the nearest thousand dollars. Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. The Company maintains the majority of its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“FDIC”) insures the total cash balance up to $ 250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the statement of cash flows. There are no cash equivalents at December 31, 2023 and 2022 Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Income taxes are provided in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes . Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Net Loss Per Common Share We compute net loss per share in accordance with ASC 260, Earning per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were 2,650,000 options, 1,343,000 warrants and no derivative securities outstanding as of December 31, 2023. There were 1,250,000 options, 2,000,000 warrants and no derivative securities outstanding as of December 31, 2022. F- 6 Table of Contents Use of Estimates and Assumptions The preparation of financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. Fair Value of Financial Instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB ASC 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. The following tables summarize our financial instruments measured at fair value as of December 31, 2023 and 2022. SCHEDULE OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 739,006 $ - $ - Total assets 739,006 - - Liabilities Total liabilities - - - Fair value, net asset (liability) $ 739,006 $ - $ - Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 682,860 $ - $ - Total assets 682,860 - - Liabilities Total liabilities - - - Fair value, net asset (liability) $ 682,860 $ - $ - F- 7 Table of Contents Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three ( 3 ) to five ( 5 ) years. Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the years ended December 31, 2023 and 2022, the Company had no significant revenue from continuing operations which were derived from a single or a few major customers. Black-Scholes Option Pricing Model The Company uses a Black-Scholes option pricing model to determine the fair value of warrants and options issued. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ ASU 2020-06 ”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in US GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Related Parties The Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the guidance of Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. F- 8 Table of Contents The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Material related party transactions have been identified in Notes 3, 6 and 8 in the notes to financial statements. Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option and warrant grant. Revenue Recognition The Company follows the provisions of ASC 606. Revenue from Contracts with Customer for recording and recognizing revenue from customers . The Company generates our online revenue through the sale of products and services purchased by customers directly through our online platform. Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to US GAAP. Online revenue is generated by selling directly to consumers through our websites. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services and has met its performance obligation. For revenue generated through its online platform, the Company defines its customer as an individual who purchases products or services through websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. The Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (“Doctegrity”) to provide online telemedicine technology services to the Company. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which providers provide the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. F- 9 Table of Contents Additionally, the Company has entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC (“Contracted Pharmacy”), which is a related party, to provide pharmacy and compounding services to the Company to fulfill its promise to customers for contracts that include sale of prescription products and to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Contracted Pharmacy fills a customer’s prescription; (ii) Contracted Pharmacy fills the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order, and; (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. Inventories Inventories are stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out (“FIFO”) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the years ended December 31, 2023 and 2022, there were no inventory write-downs. Marketing and Advertising The Company follows the policy of charging the costs of marketing and advertising to expense as incurred. The Company charged $ 2,097,505 and $ 352,860 towards marketing and advertising for the years ended December 31, 2023 and 2022, respectively. Subsequent Events The Company follows the guidance in Section 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 (see Note 12). NOTE 3 – PREPAID EXPENSES-RELATED PARTIES During the year ended December 31, 2023, 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 December 31, 2023 and 2022, the balance was $ 60,953 and $ 11,745 , respectively. Additionally, the Company signed a lease agreement for office space, effective October 1, 2022, which included an initial security deposit of $ 16,942 . NOTE 4 – INVENTORY During the years ended December 31, 2023 and 2022, the Company purchased inventories related to promotional merchandise intended to be sold online. As of December 31, 2023 and 2022, the inventory balance was $ 18,501 and $ 0 , respectively. NOTE 5 – PROPERTY, PLANT AND EQUIPMENT During the year ended December 31, 2023, the Company acquired computers and office equipment totaling $3,519. Depreciation for the year ended December 31, 2023 and 2022 was $ 24,889 and $ 3,863 , respectively. Total net property, plant and equipment was $ 96,129 and $ 117,499 , as of December 31, 2023 and 2022, respectively. F- 10 Table of Contents SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Computers 5,062 5,062 Equipment 119,819 116,300 Less accumulated depreciation: ( 28,752 ) ( 3,863 ) Property and equipment, net 96,129 117,499 NOTE 6 – LOANS FROM RELATED PARTIES On December 10, 2021 and March 18, 2022, the Company received advances of $ 39,200 and $ 50,000 , respectively, for a total of $ 89,200 from its previous majority shareholder, American International Holdings Corp (“AMIH”), in order to cover various general and administrative expenses. The advances bear no interest and are due on demand upon the Company’s ability to repay the advances from either future revenues or investment proceeds. On June 16, 2022, Cohen Enterprises, Inc. (“Cohen Enterprises”), an entity owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors, entered into and closed a Stock Purchase Agreement (the “SPA”) for the purchase of 8,000,000 shares of the outstanding common stock of the Company which were then held by AMIH, which represented 80 % of the Company’s then outstanding shares of common stock, in consideration for $ 90,000 . Pursuant to the terms of the SPA, Cohen Enterprises also acquired the right to be repaid the $ 89,200 advanced from AMIH to the Company. On June 29, 2022, the Company received an advance of $ 25,000 from Cohen Enterprises in order to cover various general and administrative expenses. The Company repaid Cohen Enterprises $ 25,000 on August 18, 2022 bringing the total amount owed to Cohen Enterprises to $ 89,200 as of 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 December 31, 2023 and 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 year ended December 31, 2023. On December 10, 2021, the Company received an advance of $ 70 from ZipDoctor, Inc., a then wholly-owned subsidiary of its then majority shareholder, AMIH, which was used to open and establish the Company’s bank account. The advance bears no interest and is due on demand upon the Company’s ability to repay the advance from either future revenues or investment proceeds. The amount was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $ 0 and $ 70 as of December 31, 2023 and 2022, respectively. Imputed interest at eight percent ( 8 %) per annum on this advance was insignificant and therefore was not calculated, recorded or paid during the time the advance was outstanding from December 10, 2021 to May 24, 2022. For additional information on related party prepaid expenses see Note 3. NOTE 7 – NOTES PAYABLE On 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 December 31, 2023 and 2022 was $ 0 and 78,260 , respectively. NOTE 8 – CAPITAL STOCK Preferred Stock The Company is authorized to issue up to 10,000,000 shares of “blank check” preferred stock, $ 0.0001 par value. All preferred stock were undesignated as of December 31, 2023 and 2022. F- 11 Table of Contents Common Stock The Company is authorized to issue 200,000,000 shares of common stock, par value $ 0.0001 per share, of which 21,419,500 shares were issued and outstanding at December 31, 2023 and 13,365,000 were issued and outstanding at December 31, 2022. On January 3, 2023, we entered into a Consulting Agreement with DojoLabs Group, Inc. (“DojoLabs”), to provide various strategic marketing related services to the Company pursuant to a defined scope of work during the term of the agreement, which is the earlier of a) all deliverables being received by the Company pursuant to the scope of work, or b) if terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay DojoLabs $ 100,000 in cash and issued DojoLabs 50,000 shares of restricted common stock with registration rights and fully vest upon the completion of all work performed under the scope of work. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 100,000 . On January 6, 2023, we entered into a Consulting Agreement with Bethor, Ltd. (“Bethor”), to provide strategic advisory services to the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Bethor 250,000 shares of restricted common stock with registration rights. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 250,000 . On January 6, 2023, the Company established an advisory board (the “Advisory Board”) and approved and adopted a charter (the “Advisory Board Charter”) to govern the Advisory Board. Pursuant to the Advisory Board Charter, the Advisory Board shall be comprised of a minimum of two (2) members, all of whom shall be appointed and subject to removal by the Board of Directors at any time. In addition to the enumerated responsibilities of the Advisory Board in the Advisory Board Charter, the primary function of the Advisory Board is to assist the Board of Directors in its general oversight of the Company’s development of new business ventures and strategic planning. In connection with the establishment of the Advisory Board, the Board of Directors appointed Dr. Brian Rudman (“Dr. Rudman”) and Mr. Jarrett Boon (“Mr. Boon”), both of whom are independent, non-Board members and non-Company employees, to the Advisory Board. Dr. Rudman will serve as Chairman of the Advisory Board. In connection with Dr. Rudman’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Dr. Rudman Consulting Agreement”), dated effective January 6, 2023, with Dr. Rudman, whereby the Company agreed to issue Dr. Rudman 25,000 shares of the Company’s restricted common stock, pay Dr. Rudman $ 2,000 per month in cash, and reimburse Dr. Rudman for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service on the Advisory Board. The shares were valued at $ 1.00 per share for a total of $ 25,000 . In connection with Mr. Boon’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Mr. Boon Consulting Agreement”), dated effective January 6, 2023, with Mr. Boon, whereby the Company agreed to issue Mr. Boon 25,000 shares of the Company’s restricted common stock and to reimburse Mr. Boon for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service on the Advisory Board. The shares were valued at $ 1.00 per share for a total of $ 25,000 . F- 12 Table of Contents On January 24, 2023, we entered into Consulting Agreements with four consultants to the Company: (1) Sultan Haroon; (2) John Helfrich; (3) Justin Baker; and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts. Pursuant to the Consulting Agreements, the Consultants agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter related products during the term of the agreement, which each have a term of 18 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued an aggregate of 350,000 shares of common stock to the consultants as follows: (1) Sultan Haroon 150,000 shares of restricted common stock; (2) John Helfrich 25,000 shares of restricted common stock; (3) Justin Baker 25,000 shares of restricted common stock; and (4) Maja Matthews 150,000 shares of restricted common stock. The shares issued to Haroon and Matthews vest at the rate of 50,000 shares upon entry into the agreement, 50,000 shares upon the Company’s successful launch of a new product category, and 50,000 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. The shares issued to Helfrich and Baker vest at the rate of 10,000 shares upon entry into the agreement, 7,500 shares upon the Company’s successful launch of a new product category, and 7,500 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. Any shares not vested by the eighteen-month anniversary of the applicable agreement are forfeited. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 1.00 per share for a total of $ 350,000 . On March 22, 2023, the Company sold 1,250,000 shares of its common stock at a price of $ 4.00 per share to investors in connection with its IPO for gross proceeds of $ 5,000,000 . On April 24, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 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. 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. 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. On April 25, 2023, a warrant holder exercised private placement Warrants to purchase 75,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 75,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On April 26, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On May 1, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 25,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. On and effective on May 1, 2023, the Company entered into an Employment Agreement with Mrs. Amanda Hammer (the “Employment Agreement”). The Employment Agreement provides for Mrs. Hammer to serve as Chief Operating Officer of the Company for an initial three-year term extending through May 1, 2026, provided that the agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. The agreement provides for Mrs. Hammer to receive an annual salary of $ 150,000 per year. The Employment Agreement also required the Company to grant Mrs. Hammer a sign-on bonus of (a) 75,000 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. Hammer. 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 . F- 13 Table of Contents On May 25, 2023, the Board of Directors appointed Mr. Aaron Andrew (“Mr. Andrew”), an independent, non-Board member and non-Company employee, to the Advisory Board. In connection with Mr. Andrew’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Mr. Andrew Consulting Agreement”), dated effective May 25, 2023, with Mr. Andrew, whereby the Company agreed to issue Mr. Andrew 50,000 shares of the Company’s restricted common stock under the 2022 Plan and to reimburse Mr. Andrew for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service on the Advisory Board. The shares were valued at $ 1.10 per share for a total of $ 55,000 . On 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 provisions. The shares were valued at $ 1.10 per share for a total of $ 22,000 . 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 of $ 55,000 . On June 5, 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 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 27, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 100,000 in cash. The shares of common stock issuable upon exercise of the warrants were registered under the Securities Act. F- 14 Table of Contents On September 1, 2023, we entered into a service agreement with Greentree Financial Group, Inc. (“Greentree” and the “Service Agreement”). Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) bookkeeping services for the Company for the period from October 1, 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 US GAAP; (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. The 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. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. The shares were valued at $ 1.13 per share for a total of $ 84,750 . On 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 shall be issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan. On October 10, 2023, we entered into a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management and consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due to breach of the agreement by either party. In consideration for agreeing to provide the services under the agreement, the Company issued 200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca $ 15,000 in cash, payable as follows: (a) $5,000 on the signing of the agreement; (b) $5,000 on the tenth of each month throughout the remainder of the agreement. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its affiliates with regard to certain matters. The shares were valued at $ 0.63 per share for a total of $ 126,000 . On November 1, 2023, we entered into an Influencer Agreement with Jason Szkup (“Scoop”) to promote its products or services through social media platforms and other online channels, In consideration for agreeing to provide the services under the agreement, the Company agreed to pay Scoop $ 10,000 in cash and issue 30,000 shares. The shares were valued at $ 0.58 per share for a total of $ 17,400 . The Shares shall be issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan. On November 1, 2023, the Board of Directors appointed Dr. Douglas Christianson, ND (“Dr. Christianson”), an independent, non-Board member and non-Company employee, to the Advisory Board. In connection with Dr. Christianson’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Dr. Christianson Consulting Agreement”), with Dr. Christianson, whereby the Company agreed to issue Dr. Christianson 50,000 shares. The Shares shall be issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan. The Company will reimburse Dr. Christianson 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 $ 0.58 per share for a total of $ 29,000 . On November 15, 2023, we renewed a Consulting Agreement with PHX Global, LLC (“PHX”), which is owned by Peter “Casey” Jensen, who is a member of the Board of Directors of American International. Pursuant to the Consulting Agreement, PHX agreed to provide consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued PHX 200,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.47 per share for a total of $ 94,000 . PHX is a related party. F- 15 Table of Contents On December 11, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals (“Marius”) to market and sell KYZATREX®, an innovative FDA-approved oral Testosterone Replacement Therapy (TRT) product, under the program, ‘PRIME’ by MangoRx. During the Term, Marius grants to MangoRx a non-exclusive, non-transferable, royalty-free license to use the Marius Marks in the United States (the “Territory”) for the sole purpose of the Permitted Purpose. The term of the initial agreement is for two years, automatically renewable for successive one year terms, subject to certain performance targets as agreed upon each year. As consideration for the license granted herein, MangoRx shall issue to Marius one hundred thousand ( 100,000 ) shares of the Company’s common stock (the “Marius Shares”). The Marius Shares shall be issued to Marius upon signing of this Agreement and shall be deemed fully earned upon signing this Agreement. The shares were valued at $ 0.58 per share for a total of $ 58,000 . On December 19, 2023 the Company sold 4,000,000 shares of its common stock at a price of $ 0.30 per share to investors in connection with a follow on offering for gross proceeds of $ 1,200,000 . Options: During the year ended December 31, 2022, the Company granted a total of 1,250,000 options to purchase shares of common stock of the Company, 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 then 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 . 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. 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 . On December 28, 2023, the Company granted 1,250,000 options to purchase shares of common stock of the Company, under the 2022 Plan to Jacob Cohen, the Company’s CEO, related to his employment agreement. The options have an exercise price of $ 0.32 per share, an original life of five years and vested at the time of grant. As of December 31, 2023 and 2022, $ 624,463 and $ 82,267 , respectively, has been recorded and included as stock-based compensation expense on the statement of operations for the year-ended December 31, 2023 and within general and administrative expense for year-ended December 31, 2022. Mr. Cohen, Mr. Arango (former President and Director) and Ms. Hammer are related parties. The following table summarizes common stock options activity: The following table summarizes common stock options activity: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price December 31, 2021 - $ - Granted 1,250,000 1.10 Exercised - - Expired - - Outstanding, December 31, 2022 1,250,000 $ 1.10 Exercisable, December 31, 2022 133,333 $ 1.10 Outstanding, December 31, 2023 1,250,000 $ 1.10 Granted 1,400,000 $ 0.40 Exercised - - Expired - - Outstanding, December 31, 2023 2,650,000 $ 0.73 Exercisable, December 31, 2023 1,812,500 $ 0.73 F- 16 Table of Contents The weighted average exercise prices, remaining lives for options granted, and exercisable as of December 31, 2023 were as follows: Outstanding Options Exercisable Options Options Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 1.10 1,400,000 4.28 $ 1.10 562,500 $ 1.10 $ 0.32 1,250,000 5.00 $ 0.32 1,250,000 $ 0.32 As of December 31, 2023, the fair value of options outstanding was $ 573,202 . The aggregate initial fair value of the options measured on the grant date of August 31, 2022, May 1, 2023 and December 28, 2023 was calculated using the Black-Scholes option pricing model based on the following assumption: SCHEDULE OF FAIR VALUE ASSUMPTIONS Fair Value of Common Stock on measurement date $ 1.00 – 0.32 Risk free interest rate 3.83 % - 3.30 % Volatility 232.05 % 92.54 % Dividend Yield 0 % Expected Term 6.0 - 3.5 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future (4) The Company, in accordance with staff accounting bulletin (“SAB”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected term Warrants: As additional consideration in connection with the IPO, upon the closing of the IPO, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the IPO, warrants to purchase 87,500 shares of common stock with an exercise price of $ 5.00 per share, which are exercisable 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 . As additional consideration in connection with the follow on offering, upon the closing of the follow on offering, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the secondary offering, warrants to purchase 280,000 shares of common stock with an exercise price of $ 0.38 per share, which are exercisable six months after the effective date of the registration statement filed in connection with the follow on offering (December 19, 2023) and expire five years after such effectiveness date. The fair value of the warrants on the grant date was $ 271,216 . As of December 31, 2023 and 2022, the fair value of warrants outstanding to investors was $ 852,480 and $ 581,264 , respectively. Because the warrants vested immediately, the fair value was assessed on the grant date. The following table summarizes common stock warrants activity: SCHEDULE OF WARRANT ACTIVITY Warrants Weighted Average Exercise Price Outstanding, December 31, 2021 - $ - Granted 2,210,070 1.00 Exercised - - Expired - - Cancelled ( 210,070 ) 1.00 Outstanding, December 31, 2022 2,000,000 1.00 Exercisable, December 31, 2022 2,000,000 $ 1.00 Granted 367,500 1.22 Exercised ( 1,024,500 ) 1.00 Expired - - Cancelled - - Outstanding, December 31, 2023 1,343,000 1.43 Exercisable, December 31, 2023 1,343,000 $ 1.43 F- 17 Table of Contents The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of December 31, 2023, were as follows: Outstanding and Vested Warrants Weighted Average Warrant Exercise Price Per Share Shares Life (Years) $ 1.43 1,343,000 2.07 As of December 31, 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. SCHEDULE OF FAIR VALUE ASSUMPTIONS Fair Value of Common Stock on measurement date $ 0.37 - $ 0.97 Risk-free interest rate From 2.95 % to 4.00 % Volatility From 81.92 % to 169.22 % Dividend Yield 0 % Expected Term 5 years (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. NOTE 9 – GOING CONCERN These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying financials, the Company had a net loss of $ 9,212,417 for the year ended December 31, 2023 and an accumulated deficit of $ 11,228,173 as of December 31, 2023. The Company will need to raise additional capital to successfully execute its business plan of which there can be no assurance. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing shareholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity, or force us to abandon our business plan. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 10 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is not currently subject to any such litigation. Operating Leases The Company has a lease for an office in Dallas, Texas classified as operating leases under ASC 842. On September 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway, L.P. (the “Landlord”) to lease and occupy approximately 2,201 square feet of office space located at 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “ Lease Agreement ”). The Lease Agreement has a term of thirty-eight ( 38 ) months and has a monthly base rent of $ 5,777.63 , or $31.50 per square foot, the from months 3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (the “ Base Rent ”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, hazard and liability insurance and common area maintenance costs for the building at the rate of 2.45 % (the “ Proportionate Rent ”). Upon the execution of the Lease Agreement, the Company agreed to prepay the first full month’s Base Rent along with a security deposit equal to $ 16,942 . F- 18 Table of Contents The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 8 % to estimate the present value of the right-of-use liability. The Company has right-of-use assets of $ 119,262 and operating lease liabilities of $ 128,679 as of December 31, 2023. Operating lease expense for the year ended December 31, 2023 was $ 65,274 . The Company has recorded $ 0 in impairment charges related to right-of-use assets during the year ended December 31, 2023. SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities at December 31, 2023 Amount 2024 $ 71,716 2025 67,589 Later years - Total lease payments 139,305 Less: Imputed interest ( 10,626 ) Present value of lease liabilities $ 128,679 NOTE 11 - INCOME TAXES On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35 % to 21 % effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. The impact of the Act increased the Company’s deferred tax asset related to the Company’s net operating loss by approximately $ 9,212,417 and increased the Company’s valuation allowance by approximately $ 9,212,417 resulting in no impact to the Company’s financials. We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2023, and 2022 we have not recorded any uncertain tax positions in our financial statements. The effective US Federal Income Corporate Tax Rates for 2023 and 2022 are 21 % and 21 %, respectively. The Company has net operating loss carryforwards of approximately $ 11,228,173 at December 31, 2023 that do not expire. However, utilization of these losses may be limited pursuant to Section 382 of the Internal Revenue Code due to subsequent stock issuances. The Company has a deferred tax asset as shown in the following: SCHEDULE OF DEFERRED TAX ASSET Year Ending December 31, 2023 Year Ending December 31, 2022 Deferred Tax Asset 11,228,173 2,015,756 Valuation Allowance ( 11,228,173 ) ( 2,015,756 ) Net Deferred Tax Asset $ — $ — F- 19 Table of Contents NOTE 12 – SUBSEQUENT EVENTS On January 2, 2024, we entered into a Consulting Agreement with G&P General Consulting (“G&P”), Pursuant to the Consulting Agreement, G&P agreed to provide consulting and general business advisory services as it relates to the expansion of the Company’s products into additional international territory’s, including, but not limited to, the United Arab Emirates (UAE), China, Japan, Korea, and in certain regions of Asia and additional services as reasonably requested by the Company during the Term of this Agreement as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued G&P 250,000 shares of restricted common stock. G&P will receive an additional 500,000 shares in 90 days, if the agreement is still in place. The Consulting Shares shall be issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.28 per share for a total of $ 70,000 . On January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management and consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due to breach of the agreement by either party. In consideration for agreeing to provide the services under the agreement, the Company issued 200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca $ 15,000 in cash, payable as follows: (a) $5,000 on the signing of the agreement; (b) $5,000 on the tenth of each month throughout the remainder of the agreement. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its affiliates with regard to certain matters. The shares were valued at $ 0.28 per share for a total of $ 56,000 . On January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“First Level”), to provide certain management and consulting services 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. In consideration for agreeing to provide the services under the agreement, the Company issued an initial 250,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement, an additional 250,000 shares of the Company’s restricted common stock before the end of the term of the agreement and to pay First Level $ 60,000 in cash, payable as follows: (a) $60,000 on the signing of the agreement; (b) $60,000 on the approval by the Company. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify First Level and its affiliates with regard to certain matters. The initial shares were valued at $ 0.28 per share for a total of $ 70,000 . On January 18, 2024, the Underwriters in the follow-on offering notified the Company that they were exercising their over-allotment option in full to purchase an additional 600,000 shares of common stock, which sale closed on January 22, 2024. The net proceeds to the Company from the sale of the 600,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $ 160,000 . Inclusive of the full exercise of the over-allotment option, a total of 4,600,000 shares of common stock were issued and sold in the follow-on offering. On January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to the Representative for the purchase of 42,000 shares of its common stock at an exercise price of $ 0.375 , subject to adjustments (the “ Warrant ”). The Warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis. The Warrant also includes customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the Warrant. The Warrant and the shares of common stock underlying the Warrant were registered as a part of the follow-on registration statement. On March 21, 2024, we entered into Amendment to the of January 10, 2024 consulting agreement with Luca extending the agreement for an additional 6 months (the “Luca Amendment”). In consideration for entering into the Luca Amendment, the Company issued 500,000 shares of the Company’s restricted common stock upon the parties’ entry into the Luca Amendment and agreed to continue to pay Luca $ 5,000 in in cash on the tenth of each month throughout the remainder of the agreement. The shares were valued at $ 0.1975 per share for a total of $ 98,750 . On March 21, 2024, we entered into a Consulting Agreement with Zvonimir Moric (the “Zee”). Pursuant to the consulting agreement, Zee agreed to provide consulting and general business advisory services as it relates to making introductions to strategic partners to expand the sales of the Company’s products and additional services as reasonably requested by the Company during the Term of this Agreement as reasonably requested by the Company during the term of the agreement, which is for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Zee 150,000 shares of restricted common stock. The Consulting Shares were issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan. The agreement contains customary confidentiality and non-solicitation provisions. The shares were valued at $ 0.1975 per share for a total of $ 29,625 . On March 1, 2024, the Company borrowed $ 37,500 from Ronin Equity Partners, which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. On March 18, 2024, the Company borrowed $ 50,000 from Cohen Enterprises, Inc. , which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. On March 25, 2024, at a Special Meeting of the stockholders of the Company, the stockholders of the Company approved a First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (“ First Amendment ” and the Mangoceuticals, Inc. 2022 Equity Incentive Plan, as amended by the First Amendment, the “ 2022 Plan ”). The First Amendment was originally approved by the Board of Directors of the Company on February 26, 2024, subject to stockholder approval and the First Amendment became effective at the time of stockholder approval. The First Amendment increased the number of shares of common stock available for awards under the Incentive Plan, such that currently, subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2022 Plan is currently the sum of (i) 10,000,000 , and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2032, in an amount equal to the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year; and (y) 2,000,000 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. This is also known as an “evergreen” provision. Notwithstanding the foregoing, no more than a total of 26,000,000 shares of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options . Also at the Special Meeting, the stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of our common stock, par value $ 0.0001 per share, by a ratio of between one-for-two to one-for-fifty inclusive, with the exact ratio to be set at a whole number to be determined by the Company’s Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to March 25, 2025. No formal determination has been made by the Board of Directors of the Company regarding the reverse stock split ratio, whether or not to move forward with a reverse stock split, or the timing thereof. F- 20 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.