What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-04-01 compared with 2025-03-20 · 1752 added, 1255 removed, 753 unchanged (80% of the section changed)

Financial Statements and Supplementary Data.

MANGOCEUTICALS,

OF CONTENTS TO FINANCIAL STATEMENTS

MANGOCEUTICALS, INC.

TABLE OF CONTENTS TO FINANCIAL STATEMENTS

to Financial Statements

1 unchanged sentence

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Statements of Changes in Shareholders’ Equity

Consolidated Statements of Operations and Comprehensive L oss

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Mangoceuticals,

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Mangoceuticals, Inc.

and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the

two-year period ended December 31, 2024, 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 the Company as of December 31, 2024 and 2023,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, 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 Company will continue as a going concern.

As discussed in Note 10 to the financial statements, the Company

has recurring losses from operations and negative cash flows from operating activities, which raises substantial doubt about its ability

to continue as a going concern.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Mangoceuticals, Inc.

on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mangoceuticals, Inc.

and Subsidiaries

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss,

changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial

statements (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations

and its cash flows for the years then ended December 31, 2025, in conformity with accounting principles generally accepted in the United

States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

10 to the financial statements, the Company has suffered significant losses from operations, has an accumulated deficit and negative

cash flows from operations, and requires additional capital to fund its operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

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 Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

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 the Company 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.

The Company 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 Company’s

internal control over financial reporting.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

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 the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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 Company’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 provide a reasonable basis for our opinion.

Stone & Company, L.L.P.

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

provide a reasonable basis for our opinion.

/s/ Turner, Stone & Company, L.L.P.

Turner, Stone & Company, L.L.P.

We have served as the Company’s auditor since 2023.

1 unchanged sentence

March 31, 2026

Stone & Company, L.L.P.

and Consultants

Park Central Drive, Suite 1400

972-239-1660 ⁄ Facsimile:

turnerstone.com

INTERNATIONAL

ASSOCIATION OF ACCOUNTANTS AND AUDIT

Mangoceuticals,

and Subsidiaries

Consolidated Balance Sheets

expenses - related party

Balance Sheets

CURRENT ASSETS

and equipment, net of accumulated depreciation of $ 2,256 and $ 28,752

of use - asset

assets - acquired patents, net of amortization

Cash and cash

Prepaid expenses

Prepaid expenses - related

Prepaid expenses

Due from related party

CURRENT ASSETS

NON-CURRENT ASSETS

AND STOCKHOLDERS’ EQUITY

payable and accrued liabilities

tax liabilities

liability - operating lease

liabilities - patent purchase payable

Property and equipment,

net of accumulated depreciation of $ 1,012 and $ 2,256

Right of use - asset

assets - acquired patents and license, net of amortization and impairment

NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES

liability - operating lease

LONG-TERM LIABILITIES

AND CONTINGENCIES (SEE NOTE 11)

STOCKHOLDERS’

B Convertible Preferred stock, (par value $ 0.0001 ), 6,000 shares authorized, 2,770 and 0 shares were issued and outstanding as of

December 31, 2024 and 2023, respectively

C Convertible Preferred stock (par value $ 0.0001 ), 6,250,000 shares authorized 980,000 and 0 shares were issued and outstanding as

of December 31, 2024 and 2023, respectively

stock (par value $ 0.0001 ),

200,000,000 shares

authorized, of which 3,245,641

and 1,427,967

shares issued and outstanding as of

December 31, 2024 and 2023, respectively) *

Accounts payable and accrued

Payroll tax liabilities

Notes payable

Right-of-use liability

- operating lease

Other liabilities - patent

purchase payable

CURRENT LIABILITIES

COMMITMENTS AND CONTINGENCIES

(SEE NOTE 11)

STOCKHOLDERS’ EQUITY

Series B Convertible Preferred

stock, (par value $ 0.0001 ), 6,000 shares authorized, 50 and 2,770 shares were issued and outstanding as of December 31, 2025 and

December 31, 2024, respectively

Series C Convertible Preferred

stock, (par value $ 0.0001 ), 6,250,000 shares authorized, 980,000 and 980,000 shares issued and outstanding as of December 31, 2025 and

December 31, 2024, respectively

Preferred stock, value

Common stock (par value $ 0.0001 ), 200,000,000

shares authorized, of which 15,888,795 and 3,245,641 shares issued and outstanding as of December 31, 2025 and December 31, 2024,

Stock warrants

Subscription receivable

( 1,150,000 )

paid in capital

Additional paid in capital

Accumulated deficit

( 40,647,480 )

5 unchanged sentences

LIABILITIES AND STOCKHOLDERS’ EQUITY

* Shares have been

retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 15 reverse stock split

accompanying notes are an integral part of these audited consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

Mangoceuticals,

and Subsidiaries

Consolidated Statements of Operations

Statements of Operations

Cost of revenues

of revenues - related party

and administrative expenses

and marketing

Operating expenses

General and administrative

Salary and benefits

Advertising and marketing

Investor relations

based compensation

3 unchanged sentences

( 7,971,993 )

Imputed interest - related party

Amortization of intangible assets

other expense

Other (income) expense

Interest expense

of intangible assets

Impairment of license agreement

Loss from settlement

from debt extinguishment - related parties

other (income) expense

before income taxes

7 unchanged sentences

( 8,706,145 )

and diluted loss per share

Basic and diluted loss per

and diluted loss per share

average number of shares outstanding

* Shares and per

share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 15 reverse stock split .

accompanying notes are an integral part of these audited consolidated financial statements.

Weighted average number of shares outstanding

Basic and diluted loss per

share calculation

Preferred stock dividend

Net loss attributed

to Mangoceuticals, Inc.

common stockholders

$ ( 21,818,994 )

$ ( 9,508,254 )

accompanying notes are an integral part of these consolidated financial statements.

Mangoceuticals,

and Subsidiaries

Statements of Comprehensive Income

loss attributable to Mangoceuticals, Inc.

Statements of Comprehensive Loss

$ ( 20,643,455 )

$ ( 8,707,226 )

comprehensive expense

currency adjustments

Other comprehensive income (loss)

currency translation adjustments

Comprehensive

1 unchanged sentence

( 8,717,071 )

comprehensive expense

loss attributed to non-controlling interest

Comprehensive

loss attributable to Mangoceuticals, Inc.

comprehensive loss attributed to non-controlling interest

Comprehensive loss attributable

to Mangoceuticals, Inc.

$ ( 20,644,673 )

$ ( 8,715,990 )

accompanying notes are an integral part of these audited consolidated financial statements.

Mangoceutical, Inc.

accompanying notes are an integral part of these consolidated financial statements.

Mangoceuticals,

and Subsidiaries

Statement of Changes in Stockholders’ Equity

Statements of Changes in Stockholders’ Equity (Deficit)

the Years Ended December 31, 2025 and 2024

1 unchanged sentence

Comprehensive

Non-Controlling

Stockholders’

December 31, 2022

Balance, December 31, 2023

$ ( 11,228,173 )

of common stock for services

of common stock for cash

interest related party loan repayment

and warrants vested for services

Issuance of preferred stock B for cash

( 1,150,000 )

Issuance of preferred stock C for patent acquisition

Issuance of common stock for services

Issuance of common stock for cash

Issuance of common stock for IP purchase

Conversion of preferred stock B for common

( 1,133,000 )

December 31, 2023

( 1,133,000 )

Issuance of common stock for conversion of

preferred stock B

Options vested for services

Preferred stock B dividend in common stock

Reverse stock split rounding adjustment

Translation adjustment

( 8,706,145 )

of preferred stock B for cash

( 8,707,226 )

of preferred stock C for patent acquisition

of common stock for services

of common stock for cash

of common stock for IP purchase

of preferred stock B for common stock

Balance December 31, 2024

$ ( 1,150,000 )

$ ( 20,004,486 )

of common stock for conversion of preferred stock B

and warrants vested for services

stock B dividend in common stock

Preferred stock C accrued dividend

stock split rounding adjustment

$ ( 1,150,000 )

$ ( 20,004,486 )

December 31, 2024

Collection of subscriptions receivable

Issuance of common stock for services

Issuance of common stock for cash

Exercise of pre-funded warrants for cash

Warrants exercised cash

Cashless warrants exercised

Issuance of common stock for master service

Cancellation of common stock for rescinded master

distributor agreement

( 1,000,000 )

1 unchanged sentence

( 4,750,000 )

Issuance of preferred stock B for cash

Issuance of common stock for debt settlement

Issuance of common stock for debt

Conversion of preferred stock B for common

( 3,102,012 )

* Shares have been

retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 15 reverse stock split .

accompanying notes are an integral part of these audited consolidated financial statements.

Mangoceuticals, Inc.

( 3,102,012 )

Issuance of common stock for conversion of

preferred stock B

Options vested for services

Translation adjustment

( 20,642,994 )

( 20,643,455 )

Balance, December 31, 2025

$ ( 40,647,480 )

accompanying notes are an integral part of these consolidated financial statements.

Mangoceuticals,

and Subsidiaries

Consolidated Statements of Cash Flows

the Year Ended

FROM OPERATING ACTIVITIES:

Statements of Cash Flows

CASH FLOWS FROM OPERATING

$ ( 20,643,455 )

$ ( 8,707,226 )

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

of common stock for services

interest expense

vested for stock-based compensation

sale of assets

Amortization on intangible assets

lease right of use asset

Adjustments to reconcile net loss to net cash

used in operating activities:

Issuance of common stock for services

Options vested for stock-based compensation

Loss on sale of assets

Amortization of intangible assets

Amortization of license agreement

Operating lease right of use asset

Inventory obsolescence

decrease in operating assets:

expenses - related party

increase in operating liabilities:

payable and accrued liabilities

lease right of use liabilities

tax liabilities

Loss from settlement

Loss from debt extinguishment – related parties

(Increase) decrease in operating assets:

Due from related party

Impairment of license agreement

Prepaid expenses - related party

Prepaid expenses

(Decrease) increase in operating liabilities:

Accounts payable and accrued liabilities

Accrued liabilities - related parties

Operating lease right-of-use liabilities

Payroll tax liabilities

( 27,000.00 )

CASH USED IN OPERATING ACTIVITIES

1 unchanged sentence

( 4,863,776 )

FROM INVESTING ACTIVITIES:

of property and equipment

CASH FLOWS FROM INVESTING

Sale of assets

CASH PROVIDED BY(USED IN) INVESTING ACTIVITIES

FROM FINANCING ACTIVITIES:

from borrowings on notes payable - related parties

from borrowings on notes payable

from sales of common stock for cash

from sales of preferred stock for cash

Proceeds from exercise

on notes payable - related party

CASH FLOWS FROM FINANCING

Proceeds from borrowings on notes payable

Proceeds from borrowings on notes payable -

related parties

Proceeds from sales of common stock

Proceeds from sales of series B convertible

preferred stock

Proceeds from exercise of warrants

Collection of subscriptions receivable

Repayment of borrowings

on notes payable - related parties

CASH PROVIDED BY FINANCING ACTIVITIES

(DECREASE) IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE)

IN CASH AND CASH EQUIVALENTS

End of period

CASH EQUIVALENTS:

CASH AND CASH EQUIVALENTS:

Beginning of period

of currency translation on cash and cash equivalents

disclosure of cash flow information:

paid for income taxes

paid for interest

schedule of non-cash investing and financing activities:

Issuance of common stock for patent acquisition

Issuance of Series C Convertible Preferred for patent acquisition

Issuance of common stock for Preferred B dividend

Issuance of common stock for conversion of Series B Convertible Preferred

Series C Convertible Preferred accrued dividends

accompanying notes are an integral part of these audited consolidated financial statements.

Effects of currency translation

on cash and cash equivalents

End of period

Supplemental disclosure

of cash flow information:

Cash paid for income

Cash paid for interest

Supplemental schedule of

non-cash investing and financing activities:

of use assets acquired under new operating leases

Issuance of common stock

for license agreement

Issuance of common stock

for patent acquisition

Issuance of Series C

Convertible Preferred for patent acquisition

Issuance of common stock

for payment of Preferred B dividend

Issuance of common stock

for settlement of debt settlement

Issuance of common stock

for settlement of note payable

Issuance of common stock

for settlement of note payable - related parties

Issuance of common stock

for conversion of Series B Convertible Preferred

Issuance of common stock

for cashless warrant exercise

accompanying notes are an integral part of these consolidated financial statements.

Mangoceuticals,

8 unchanged sentences

replacement or enhancement therapies, and weight management treatments.

In this regard, we have developed and are commercially

marketing a brand of ED products under the brand name “ Mango, ” a brand of hair loss products under the brand name

“ Grow, ” a brand of hormone balance and therapy products under the name “ Mojo, ” and a brand of weight

loss products under the brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded

In this regard, we have developed and are commercially marketing

a brand of ED products under the brand name “ Mango, ” a brand of hair loss products under the brand name “ Grow, ”

a brand of hormone balance and therapy products under the name “ Mojo, ” and a brand of weight loss products under the

brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded Products ”).

Company is also marketing and selling an U.S.

2 unchanged sentences

Pharmaceuticals, Inc.

under the brand name “ Prime ” powered by Kyzatrex® (“ Prime” )

(Prime and our Compounded Products collectively referred to as the “ Pharmaceutical Products ”).

The Company, through the patent portfolio acquired as part of the Intramont

IP Purchase Agreement (as further described below ), is in the process of conducting Phase II clinical trials and efficacy studies

to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1)

and avian influenza (H5N1).

The studies are anticipated to be completed in the 2 nd quarter of 2025 which will then determine

the Company’s next steps in its commercialization and monetization efforts.

under the brand name “ Prime ” powered by Kyzatrex® (“ Prime” ) (Prime and

our Compounded Products collectively referred to as the “ Pharmaceutical Products ”).

Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below), is in the

process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness

prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1).

The studies are anticipated to be

completed in the 3rd quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization

Company, through its Master Distribution Agreement with Propre Energie, Inc.

2 unchanged sentences

dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“ Dermytol ”).

The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations

under this agreement in the 3 rd quarter of 2025.

The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under

this agreement in the 1 st quarter of 2026.

Company’s Compounded Products are produced at and fulfilled by a related party compounding pharmacy using a proprietary combination

19 unchanged sentences

was paid in connection with any fractional shares that resulted from the Reverse Stock Split.

after the Reverse Stock Split, and upon a comprehensive review, the Company became aware of and was informed of

highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts resulting in concerns about

potential stock manipulation.

The Company continues to monitor and investigate this matter and has approved certain round up share

requests on a case-by-case basis.

after the Reverse Stock Split, and upon a comprehensive review, the Company became aware of and was informed of highly irregular trading

patterns and an unprecedented increase in the number of shareholder accounts resulting in concerns about potential stock manipulation.

The Company continues to monitor and investigate this matter and has approved certain round up share requests on a case-by-case basis.

the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common

4 unchanged sentences

stock within the footnotes to the consolidated financial statements, we have presented post-Reverse Stock Split amount as denoted.

otherwise noted, all references in the consolidated financial statements and notes to the consolidated financial statements to the number

of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock

Split for each period presented.

otherwise noted, all references in the consolidated financial statements and notes to the consolidated financial

statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect

to the Reverse Stock Split for each period presented.

December 15, 2023, we entered into an underwriting agreement (the “ Underwriting Agreement ”) with Boustead Securities,

42 unchanged sentences

$ 3.22 per share for a total of $ 214,900 .

April 24, 2024, the Company entered into a Patent Purchase Agreement (the “ Intramont IP Purchase Agreement ”), with

Intramont Technologies, Inc.

(“ Intramont ”).

Pursuant to the Intramont IP Purchase Agreement, we purchased certain

patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases,

and orally transmitted diseases such as human papillomavirus (HPV) (the “ Patents ”), in consideration for $ 20,000,000 ,

which was payable to Intramont by (a) the issuance of 980,000 shares of the Company’s then newly designated 6% Series C Convertible

Preferred Stock (the “ Series C Preferred Stock ”), with a face value of $ 20.00 per share, for a total value of $ 19,600,000 ;

and (b) $ 400,000 in cash, (i) with $200,000 originally payable on or before June 30, 2024, (ii) $100,000 payable on or before August

31, 2024, and (iii) $100,000 originally payable on or before November 30, 2024 (collectively, the “ Cash Payments ”).

Company purchased the Patents and assigned the Patents to its then newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a

Texas limited liability company (“ MangoRx IP ”).

April 26, 2024, the Company partially closed a planned second closing under the SPA (the “ Second Closing ”) whereby

the Purchaser paid $ 150,000 to the Company in consideration for 150 shares of Series B Preferred Stock.

May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $ 100,000 to the Company in consideration

for an additional 100 shares of Series B Preferred Stock.

April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No.

1 unchanged sentence

which amended the SPA to, adjust the closings which were to take place under the SPA as follows:

OF SECURITIES PURCHASE AGREEMENT

Initial Stated

SCHEDULE OF SECURITIES PURCHASE AGREEMENT

Initial Closing

2 unchanged sentences

Second Closing

On or before June 30, 2024 (the “ Second Closing Date ”)

On or before June 30, 2024

(the “ Second Closing Date ”)

(“ Second Closing Amount ”)

3 unchanged sentences

Fourth Closing

Such date as is no later than 180 days (the “ Fourth Closing Date ”) after the shares of common stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), subject to any limitations pursuant to Rule 415

date as is no later than 180 days (the “ Fourth Closing Date ”) after the shares of common stock issuable in respect

of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have

been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), subject to any limitations

pursuant to Rule 415

$ 1,000,000.00

(the “ Fourth Closing Amount ”)

May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $ 100,000 to the Company in consideration

for an additional 100 shares of Series B Preferred Stock.

June 28, 2024 (the “ Third Closing Date ”), the Company sold the Purchaser 750 shares of Series B Preferred Stock (the

20 unchanged sentences

the Securities Act.

August 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 500,000 to the Company in consideration

for 500 shares of Series B Preferred Stock.

August 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 500,000 to the Company in

consideration for 500 shares of Series B Preferred Stock.

September 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 250,000 to the Company

5 unchanged sentences

2024, as required under the terms of the Series B Preferred Stock, the Company paid accrued dividends on the Series B Preferred Stock

through the issuance of 28,067 shares of common stock that resulted in a deemed dividend of approximately $ 70,168 that is reflected on the

Company’s consolidated statement of changes in stockholders’ equity, as Preferred stock B dividend in common stock.

on December 18, 19, and 31, 2024, we agreed to definitive terms on Securities Purchase Agreements (the “ SPAs ”), with

certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers,

through the issuance of 28,067 shares of common stock that resulted in a deemed dividend of approximately $ 70,168 that is reflected on

the Company’s consolidated statement of changes in stockholders’ equity, as Preferred stock B dividend in common

on December 18, 19, and 31, 2024, we agreed to definitive terms on Securities Purchase Agreements (the “ December 2024 SPAs ”),

with certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers,

and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $ 250,000 , and warrants to purchase 330,000

2 unchanged sentences

and warrants to purchase 60,000 shares of common stock, with an exercise price of $ 2.57 per share.

Each of the SPAs closed on the dates

they were entered into, and the warrants were granted on the same dates.

the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any

option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any

option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the

exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances collectively,

a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive

Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price.

No adjustment however is to be made for

certain customary Exempt Issuances (as defined in the SPAs).

April 24, 2024, the Company entered into a Patent Purchase Agreement (the “ IP Purchase Agreement ”), with Intramont

Technologies, Inc.

(“ Intramont ”).

Pursuant to the IP Purchase Agreement, we purchased certain patents and patent applications

owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases

such as human papillomavirus (HPV) (the “ Patents ”), in consideration for $ 20,000,000 , which was payable to Intramont

by (a) the issuance of 980,000 shares of the Company’s then newly designated 6% Series C Convertible Preferred Stock (the “ Series

C Preferred Stock ”), with a face value of $ 20.00 per share, for a total value of $ 19,600,000 ;

and (b) $ 400,000 in cash, (i)

with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or

before November 30, 2024 .

The Company and Intramont have agreed to payment in full by December 31, 2024, of which $ 27,000 has been paid

as of December 31, 2024.

The Company and Intramont have agreed to a delayed payment of the balance due, without penalty.

Company purchased the Patents and assigned the Patents to its then newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a

Texas limited liability company.

Each of the December 2024 SPAs closed

on the dates they were entered into, and the warrants were granted on the same dates.

December 19, 2024, the Company entered into a Patent Purchase Agreement (the “ Greenfield Purchase Agreement ”), with

14 unchanged sentences

issued to date.

on January 3rd and 6 th , 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ January 2025

SPAs ”), with certain institutional accredited investors (the “ January Purchasers ”), pursuant to which the

Company sold the January Purchasers, and the January Purchasers purchased from the Company, 300 shares of Series B Preferred Stock for

$ 300,000 , and warrants to purchase 396,000 shares of common stock with an exercise price of $ 2.61 per share;

500 shares of Series B Preferred

Stock for $ 500,000 , and warrants to purchase 660,000 shares of common stock with an exercise price of $ 2.59 per share;

and 50 shares

of Series B Preferred Stock for $ 50,000 , and warrants to purchase 66,000 shares of common stock with an exercise price of $ 2.59 per share,

respectively.

Each of the January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.

January 9, 2025, Mango & Peaches filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations,

preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Preferred

Stock ”), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January 15, 2025, effective

January 9, 2025 (the “ Series A Designation ”).

The Series A Designation designated 100 shares of Series A Preferred

Series A Designation provides for the Series A Preferred Stock to have the following rights:

No dividend, liquidation, redemption or

conversion rights;

voting rights providing that for so long as any shares of Series A Preferred Stock remain issued and outstanding,

the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including, but not limited to at

every meeting of the stockholders of Mango & Peaches and upon any action taken by stockholders of Mango & Peaches with or without

a meeting) equal to fifty-one percent (51%) of the total vote (the “ Total Series A Vote ” and the “ Voting

Rights ”), and that so long as Series A Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative

vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend,

alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations,

preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred

Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences

or limitations of the Series A Preferred Stock;

or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection

with certain non-material technical amendments).

Additionally, subject to the rights of series of preferred stock which may from time

to time come into existence, so long as any shares of Series A Preferred Stock are outstanding, Mango & Peaches cannot without first

obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series

A Preferred Stock, voting together as a class:

(a) issue any additional shares of Series A Preferred Stock after the original issuance

of shares of Series A Preferred Stock;

(b) increase or decrease the total number of authorized or designated shares of Series A Preferred

(d) effect an exchange,

or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock;

alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares

of such series, including the rights set forth in the Series A Designation.

January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit

Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements

(the “ Epiq Scripts Assignments ”) with Epiq Scripts, LLC, which is 52% owned by Jacob Cohen, the Company’s Chief

Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches, the Company’s current

wholly-owned subsidiary (provided that the Company has agreed to issue Mr.

Cohen (a) 4,892,906 shares of the common stock of Mango &

Peaches (representing 49.0% of Mango & Peaches’s outstanding shares of common stock);

and (b) 100 shares of Series A Super

Majority Voting Preferred Stock of Mango & Peaches, which will have the right to vote fifty-one percent (51%) of the total vote on

all Mango & Peaches shareholder matters).

to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) a September 1, 2022, Master Services Agreement, as

amended with Epiq Scripts;

and (2) a September 15, 2023, Consulting Agreement with Epiq Scripts, to Mango & Peaches, Mango &

Peaches agreed to take responsibility for all obligations thereunder, effective as of the assignment date, and Epiq Scripts agreed to

novate the responsibility of the Company thereunder, effective as of the assignment date.

Additionally, we agreed to indemnify Mango

& Peaches for any liability under such agreements prior to the assignment date and Mango & Peaches agreed to indemnify us against

any liability under such agreements after the assignment date.

January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the “ Final Fourth Closing

Shares ”) for $ 250,000 in connection with a partial and final closing of the Fourth Closing.

February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the Intramont IP Purchase

Agreement (the “ Amendment Letter ”), pursuant to which Intramont has agreed that all funds paid by the Company towards

the furtherance and development of the Patents would be credited against the Cash Payments owed to Intramont and we agreed to work in

good faith with Intramont on financing, developing and commercializing the Patents.

a result of the Amendment Letter, as of December 31, 2025, a total of $ 156,642 remains due to Intramont in connection with the Cash Payments,

which the Company expects to pay over time, by way of expenses associated with the development of the Patents.

February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible

Preferred Stock (with an aggregate stated value of $ 237,600 ) into 105,600 shares of common stock of the Company pursuant to the terms

of such Series B Convertible Preferred Stock, including the current conversion price of $ 2.25 per share.

March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the

Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of

Series B Convertible Preferred Stock of Mangoceuticals, Inc.

(the “ Series B Designation ”), to:

reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits)

(compared to having a fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”);

the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor

on the Company’s common stock) ;

the Company’s current wholly-owned subsidiary, Mango & Peaches Corp.

(“ Mango & Peaches ”), from the definition

of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr.

Jacob Cohen, the Company’s

Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred

Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”).

April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant

to which the Company sold the purchaser, and the purchaser purchased from the Company 100 shares of Series B Convertible Preferred Stock

of the Company for $ 100,000 .

April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 330,000 ) into 220,000 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any

option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any

option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the

exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances collectively,

a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive

Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price.

No adjustment, however, is to be made for

certain customary Exempt Issuances (as defined in the SPAs).

May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary issued 4,892,906 shares of its common stock and 100

shares of its Series A Super Majority Voting Preferred Stock (collectively, the “ M&P Stock ”) to Jacob Cohen, the

Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to

the terms of Mr.

Cohen’s employment agreement with the Company, as amended.

the issuance of the M&P Stock, Mr.

Cohen owned 49 % of the outstanding common stock of Mango & Peaches and separately had the

right to vote fifty-one percent ( 51 %) of the total vote on all Mango & Peaches shareholder matters, voting separately as a class,

pursuant to his ownership of the Series A Super Majority Voting Preferred Stock, giving him 75.2% voting control over Mango & Peaches .

Series A Super Majority Voting Preferred Stock carries dividend rights, liquidation preference, conversion rights, or redemption rights.

Its primary feature is its super majority voting power:

while any Series A Super Majority Voting Preferred Stock shares remain outstanding,

the holders collectively control 51 % of the total shareholder vote of Mango & Peaches, regardless of the number of common shares

outstanding (i.e., on a non-dilutive basis).

Additionally, major corporate actions—such as amending governing documents, reclassifying

the Series A Super Majority Voting Preferred Stock, or creating new classes of preferred stock that could affect the Series A Super Majority

Voting Preferred Stock—require the approval of at least two-thirds of the Series A Super Majority Voting Preferred Stock holders.

The designation also includes protective provisions preventing certain actions, such as issuing more Series A Super Majority Voting Preferred

Stock or altering their rights, without majority consent from the Series A Super Majority Voting Preferred Stock holders.

June 5, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

September 16, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 500 shares of Series B Convertible

Preferred Stock (with an aggregate stated value of $ 550,000 ) into 366,667 shares of common stock of the Company pursuant to the terms

of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 35,200 ) were converted by the

holder into 23,467 shares of common stock at a conversion price of $ 1.50 per share.

December 18, 2025, the Company completed an offering of 1,430,502 shares of common stock at $ 1.295 per share and 500,000 pre-funded warrants

at $ 1.29499 per warrant, with an exercise price of $ 0.000001 , generating gross proceeds of $ 2,499,995 .

Offering costs totaled $ 285,000

for net funds to the Company of $ 2,224,995 .

On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $ 5 net of

any expenses.

The offering included a concurrent private placement for common stock purchase warrants (the “ Private Placement

Warrants ”), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $ 1.4245 per warrant

share for aggregate gross proceeds of approximately $ 2.5 million, when exercised.

, a Mexican Stock Company, is 98 % owned by Mango & Peaches Corp.

5 unchanged sentences

& Peaches Corp.

, a company incorporated under the laws of Texas, is 100 % owned by Mangoceuticals, Inc.

, a company incorporated under the laws of Texas, is 100 %

owned by Mangoceuticals, Inc.

The entity was formed in December 2024.

IP Holdings, LLC , a Texas limited liability company which is 100 % owned by Mangoceuticals, Inc.

(“ MangoRx IP ”).

The entity was formed April 15, 2024 and has had limited operations as of December 31, 2025.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation – The consolidated 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

of Presentation – The consolidated 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.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation on the consolidated balance sheet and statements of operations.

prior period amounts have been reclassified to conform to the current period presentation on the consolidated balance sheet and statements

of operations.

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

27 unchanged sentences

IP Holdings, LLC

subsidiaries of Mango & Peaches Corp.

subsidiaries of Mango & Peaches.

Majority-owned

subsidiaries of Mango & Peaches Corp.

subsidiaries of Mango & Peaches.

Company owns 98 % of MangoRx Mexico S.A.

Non-Controlling

& Peaches Corp.

owns 98 % of MangoRx Mexico S.A.

Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located

in the United States of America and Mexico.

The Company does not operate separate lines of business or separate business entities with

respect to any of its product candidates.

Accordingly, the Company does not have separately reportable segments.

The Company consolidates MangoRx Mexico S.A.

de C.V., in which it holds

a 98 % ownership interest.

The remaining 2 % ownership interest held by third parties is presented as non-controlling interest, a separate

component of stockholders’ equity in the accompanying consolidated balance sheets.

The operations of MangoRx Mexico S.A.

and the non-controlling interest balance and net income (loss) attributable to non-controlling interest for the periods presented are

not material to the consolidated financial statements.

Company operates as a single operating segment.

The Chief Decision-Making Officer (CDOM), Chief Financial Officer, Gene Johnston, reviews

financial information on a consolidated basis for purposes of allocating resources and assessing performance.

As such, the Company has

determined that it operates in one reportable segment in accordance with Accounting Standards Codification (“ASC”) Topic

280, Segment Reporting.

Company’s operations are managed as a unified business, with consistent products and services offered across its customer base.

The nature of the products and services, production processes, customer types, and distribution methods are substantially similar throughout

the Company’s activities.

revenues, expenses, assets, and liabilities are evaluated collectively, and no discrete financial information is prepared or reviewed

at a lower level.

Accordingly, no additional segment information is presented

Company accounts for income taxes in accordance with Accounting Standards Codification (“ ASC ”) 740, Accounting for

20 unchanged sentences

carrying amount of patents as of December 31, 2025 is as follows:

OF CARRYING AMOUNT OF PATENTS

OF CARRYING AMOUNT OF INTANGIBLE ASSETS

carrying amount:

4 unchanged sentences

OF ESTIMATED AMORTIZATION EXPENSE

In the years thereafter, the amount to be amortized will be $ 9,619,421 .

the years thereafter, the amount to be amortized will be $ 8,496,783 .

Company performs annual impairment testing for its intangible assets to ensure that the carrying amount does not exceed the recoverable

For the year ended December 31, 2025, no impairment losses were recognized.

Distribution Agreements

with Propre Energie Inc.

January 30, 2025, the Company entered into a Master Distribution Agreement (“ MDA ”) with Propre Energie Inc., granting

the Company a license to certain intellectual property and patent rights related to clinically proven plant-based formulations under

the brand Dermytol®.

These formulations target hyperpigmentation, dark spots, uneven skin tone, and skin brightening.

consideration, the Company issued 650,000 common shares with a par value of $ 0.0001 and a fair value of $ 1,963,000 on the issuance date.

The agreement has an initial term of three years, renewable for up to three additional one-year terms, subject to notice provisions.

Propre Energie Inc.

retains the right to terminate in the event the Company sells substantially all assets or a majority interest in

the business.

Either party may terminate in the event of breach (with a 90-day cure period) or insolvency.

agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic

The asset is capitalized on a straight-line over three years , subject to annual impairment review in accordance with US GAAP.

carrying amount of master distribution agreements as of December 31, 2025 is as follows:

OF CARRYING AMOUNT OF INTANGIBLE ASSETS

carrying amount:

amortization:

carrying amount:

Amortization (recorded as an operating expense) for the year ended December 31, 2025 was $ 600,553 .

Renewal beyond the initial 3-year term cannot be guaranteed.

Fair value of distribution rights based on discounted

cash flows over the initial term is less than the $ 1,362,447 carrying value.

An impairment charge of

$ 1,239,942 was recorded at year-end December 31, 2025.

with Navy Wharf, Ltd.

March 24, 2025, the Company entered into a Master Distribution Agreement (“ Navy Wharf Agreement ”) with Navy Wharf,

Ltd., a Turks and Caicos limited company, granting the Company exclusive distribution rights for Diabetinol®, a nutraceutical product

formulated to manage blood glucose and HbA1c levels.

consideration, the Company issued 1,000,000 common shares with a par value of $ 0.0001 and a fair value of $ 4,750,000 on the issuance

The agreement grants exclusive rights within the United States and Canada, preventing Navy Wharf from appointing other distributors

or marketing products under an alternative brand without prior consent.

agreement is perpetual unless terminated sooner under conditions such as breach of contract, insolvency, or other defined provisions.

The Company is also responsible for appointing sub-distributors at its own risk, expense, and supervision.

agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic

The asset is amortized straight-line over three years, subject to annual impairment review in accordance with US GAAP.

July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “ Rescission Agreement ”) with

Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the Navy Wharf Agreement, effective as of July

30, 2025, and each of the parties provided mutual releases of their obligations under the Navy Wharf Agreement, subject to certain continuing

representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Rescission ”).

As a result of the Recission Agreement, the Company cancelled the 1,000,000 shares previously issued to Navy Wharf at $ 4.75 per share,

or $ 4,750,000 .

The Company incurred no material early termination penalties in connection with the Rescission.

As a result the net book

value of $ 4,750,000 was removed from intangible assets.

Agreement and Master Distribution Agreement

May 14, 2025, MangoRx IP, the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions,

LLC (“ PrevenTech ” and the “ PrevenTech MDA ”).

Pursuant to the PrevenTech MDA, the Company granted

PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the

Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited

to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured

and/or designed in a various formats, using the patents.

consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us 10 % of the net sales revenue (as described in greater

detail in the PrevenTech MDA) generated during the term of the PrevenTech MDA through the sale of products associated with our patents.

The term of the PrevenTech MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the

agreement by the other party, subject to certain cure rights.

Additionally, if PrevenTech does not generate at least $ 5 million of gross

sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty-day cure period, PrevenTech’s rights

under the PrevenTech MDA become non-exclusive.

PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations,

disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA.

of December 31, 2025, there have been no reported sales in conjunction with the license agreement.

Currency Translation and transaction

Company’s principal country of operations is the United States.

The financial position and results of its operations are

determined using U.S.

The financial position and results of its operations are determined

Dollars (“ US$ ” or “ $ ”), the local currency, as the functional currency.

The Company’s consolidated financial statements are reported using the U.S.

The results of operations and the

statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period.

Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of

exchange in effect at that date.

The equity denominated in the functional currency is translated at the historical rate of exchange

at the time of capital contribution.

Because cash flows are translated based on the average translation rate, amounts related to

assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding

balances on the balance sheets.

Translation adjustments arising from the use of different exchange rates from period to period are

included as a separate component of accumulated other comprehensive income (loss) included in statements of changes in

shareholders’ equity.

Gains and losses from foreign currency transactions are included in the Company’s statements of

operations and comprehensive income (loss).

The Company’s

consolidated financial statements are reported using the U.S.

The results of operations and the statements of cash flows denominated

in foreign currency are translated at the average rate of exchange during the reporting period.

Assets and liabilities denominated in

foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date.

The equity denominated

in the functional currency is translated at the historical rate of exchange at the time of capital contribution.

Because cash flows are

translated based on the average translation rate, amounts related to assets and liabilities reported on the statements of cash flows

will not necessarily agree with changes in the corresponding balances on the balance sheets.

Translation adjustments arising from the

use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income

(loss) included in statements of changes in shareholders’ equity.

Gains and losses from foreign currency transactions are included

in the Company’s statements of operations and comprehensive income (loss).

following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:

OF FOREIGN CURRENCY TRANSLATION AND TRANSACTION

Period-end spot rate

US$ 1 =MX$ 0.06

US$ 1 =MX$ 0.05

Loss Per Common Share

10 unchanged sentences

shares if their effect is anti-dilutive.

There were 156,667 options, 940,333 warrants, and no derivative securities outstanding as of

December 31, 2024.

There were 2,156,666 options, 2,928,401 warrants, and no derivative securities outstanding as

of December 31, 2025.

There were 156,667 options, 940,333 warrants, and no derivative securities outstanding as of December 31, 2024.

1 unchanged sentence

preparation of consolidated financial statements in accordance with U.S.

Generally Accepted Accounting Principles (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 consolidated financial statements and the reported amounts of expenses during the reporting period.

results can, and in many cases will, differ from those estimates.

Generally Accepted Accounting Principles (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 consolidated financial statements and the reported amounts of expenses during

the reporting period.

Actual results can, and in many cases will, differ from those estimates.

Value of Financial Instruments

17 unchanged sentences

OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE

Fair Value Measurements at December 31, 2024

Value Measurements at December 31, 2025

Total liabilities

Fair value, net asset

Fair Value Measurements at December 31, 2023

Fair value, net asset (liability)

Value Measurements at December 31, 2024

Total liabilities

33 unchanged sentences

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment

expenses that are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each

reported measure of a segment’s profit or loss.

This ASU also requires disclosure of the title and position of the individual

identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in

assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied

retrospectively to all prior periods presented in the financial statements.

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that

are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each reported measure of

a segment’s profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM

and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and

deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented

in the financial statements.

Early adoption is also permitted.

There was no material effect on the consolidated financial

statements for the year ending December 31, 2024.

The Company has evaluated the guidance and determined that it does not

have a material impact on its consolidated financial statements.

December 2023, the FASB issued ASU No.

5 unchanged sentences

statements that have not yet been issued or made available for issuance.

We have not yet adopted this ASU, which will result in the required

additional disclosures being included in our consolidated financial statements, once adopted.

This ASU has not yet been adopted by the Company.

Upon adoption, the Company will apply it prospectively.

does not expect the adoption to have a material impact on its consolidated financial statements.

January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income (Subtopic 220-40).

This ASU clarifies

effective dates for expense disaggregation disclosures.

It is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December

Early adoption

is permitted.

This ASU has not yet been adopted by the Company.

The Company does not expect the adoption to have a material impact

on its consolidated financial statements.

February 2025, the FASB issued ASU No.

2025-02, Liabilities (Topic 405).

This ASU updates SEC paragraphs pursuant to Staff Accounting

The Company adopted this ASU upon issuance.

The adoption did not have a material impact on its consolidated financial

March 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810).

This ASU provides guidance

on determining the accounting acquirer in acquisitions involving variable interest entities (VIEs).

It is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December

Early adoption is permitted.

This ASU has not yet been adopted by the Company.

The Company does not expect the adoption to have a material impact

on its consolidated financial statements.

April 2025, the FASB issued ASU No.

2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

This ASU clarifies accounting for share-based consideration payable to a customer.

It is effective for fiscal years beginning

after December 15, 2026.

This ASU has not yet been adopted by the Company.

The Company does not expect the adoption to have a material impact

on its consolidated financial statements.

Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure

91 unchanged sentences

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

The Company charged $ 1,478,663

and $ 2,097,505 towards marketing and advertising for the years ended December 31, 2024 and 2023, respectively.

The Company charged $ 822,860 and

$ 1,478,663 towards marketing and advertising for the years ended December 31, 2025 and 2024, respectively.

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 consolidated financial statements were issued (see Note 13).

3 – PREPAID EXPENSES-RELATED PARTIES

December 31, 2024 and 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, 2024 and December 31, 2023, the balance was $- 0 - and $ 60,953 , respectively.

Additionally,

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

As of December 31, 2024 and December 31, 2023, the balance was $ 16,942 for each period.

5 – INVENTORY

the year ended December 31, 2024 and the year ended December 31, 2023, the Company purchased inventories related to promotional merchandise

intended to be sold online.

As of December 31, 2024 and December 31, 2023, the inventory balance was $ 0 and $ 18,501 , respectively.

Reclassification

the year ended December 31, 2025, the Company reclassified certain prior-period equity balances to conform to the current-period presentation.

Specifically:

An amount of $ 832,109 related to accrued but unpaid dividends on Convertible Preferred C Stock as of December 31, 2024 was reclassified

from Retained Earnings to Additional Paid-in Capital.

This adjustment reflects a correction in the classification of equity components

associated with preferred stock dividend obligations.

reclassifications did not affect net income, total assets, or total liabilities for any period presented.

The Company believes this presentation

more accurately reflects the nature of the preferred stock dividend obligations and enhances comparability across reporting periods.

3 – DIGITAL ASSET TREASURY ACTIVITY

the year ended December 31, 2025, the Company facilitated the receipt and conversion of approximately $ 500,000 in digital assets through

a third-party exchange platform (Cube Exchange).

These transactions were conducted solely for the purpose of converting cryptocurrency

dollars to support operating liquidity.

Company does not hold digital assets for investment or treasury purposes and had no crypto asset holdings or balances in transfer accounts

as of December 31, 2025.

Company accounts for digital assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets.

guidance, digital assets are measured at fair value, with changes in fair value recognized in earnings.

However, because all digital

assets received during the period were promptly converted to fiat currency, no material gains or losses were recognized in connection

with these transactions.

Company maintains internal controls over digital asset transfers, including:

of counterparties and wallet addresses,

Authorization

protocols for initiating transfers, and

reconciliation of crypto-to-fiat conversions.

Company does not classify digital assets as cash or cash equivalents under ASC 305, and such assets are not included in liquidity metrics

unless and until converted to fiat currency.

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

The lease expired on November 30, 2025.

As of December 31, 2025, the deposit was not returned.

December 31, 2025 and December 31, 2024, the balance was $ 16,942

for each period, respectively.

Company signed a lease agreement for office space, effective November 1, 2025, which included an initial security deposit of $ 14,557 .

As of December 31, 2025 and December 31, 2024, the balance was $ 14,557 and $- 0 - for each period, respectively.

Company signed a short-term lease agreement for office space, effective September 1, 2025, which included an initial security deposit

As of December 31, 2025 and December 31, 2024, the balance was $ 2,400 and $- 0 - for each period, respectively.

5 – PROPERTY, PLANT AND EQUIPMENT

the years ended December 31, 2024 and 2023, the Company acquired computers and office equipment totaling $ 0

and $ 3,519 ,

respectively.

Depreciation for the years ended December 31, 2024 and 2023 was $ 9,936

and $ 24,889 ,

respectively.

On May 15, 2024, the Company disposed of $ 119,819

of equipment to Epiq Scripts, LLC, a related

The equipment was sold for $ 65,000 ,

realizing a loss on sale of assets of $ 18,387 .

the years ended December 31, 2025 and 2024, the Company acquired computers and office equipment totaling $- 0 - and $- 0 -, respectively.

Depreciation for the years ended December 31, 2025 and 2024 was $ 1,012 and $ 9,936 , respectively.

On May 15, 2024, the Company disposed

of $ 119,819 of equipment to Epiq Scripts, LLC, a related party.

The equipment was sold for $ 65,000 , realizing a loss on sale of assets

of $ 18,387 .

The below schedule shows property, plant and equipment as of:

1 unchanged sentence

Less accumulated depreciation:

Disposed equipment

Property and equipment, net

Property and equipment,

6 – LOANS FROM RELATED PARTIES

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 533,333 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.

June 29, 2022, the Company received an advance of $ 25,000 from Cohen Enterprises in order to cover various general and administrative

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 as of December

31, 2024 and December 31, 2023.

Previously recorded imputed interest equal to eight percent ( 8 %) per annum, or a total of $ 8,232 against

the related party advances, was cancelled and reversed for the year ended December 31, 2023.

March 1, 2024, the Company borrowed $ 37,500 from Ronin Equity Partners, which is owned and controlled by Jacob D.

7 unchanged sentences

The amount borrowed is payable on demand and does not accrue interest.

This note was included with a new note, see below.

April 1, 2024, the Company borrowed $ 100,000 from Cohen Enterprises, which is owned and controlled by Jacob D.

2 unchanged sentences

The amount borrowed is payable on demand and does not accrue interest.

October 7, 2024, the Company repaid $ 37,500 that was borrowed from Ronin Equity Partners, which is owned and controlled by Jacob D.

the Company’s Chief Executive Officer and Chairman of the Board of Directors.

The amount borrowed did not accrue interest.

This note was included with a new note, see below.

October 18, 2024, the Company entered into a $ 150,000 promissory note (the “ Cohen Note ”) with Cohen Enterprises, Inc.,

5 unchanged sentences

default), with interest accruing monthly in arrears and payable at maturity or earlier acceleration.

The Cohen Note is due upon the earlier

of January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon certain

bankruptcy events occurring.

The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations and covenants

of the Company.

The note includes customary events of default, and allows Cohen Enterprises the right to accelerate the amount due under

the note upon the occurrence of such event of default, subject to certain cure rights.

The Cohen Note was due upon the

earlier of January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon

certain bankruptcy events occurring.

The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations

and covenants of the Company.

The note includes customary events of default, and allows Cohen Enterprises the right to accelerate the

amount due under the note upon the occurrence of such event of default, subject to certain cure rights.

December 13, 2024, Mr.

2 unchanged sentences

however, the note is no longer considered a related party note.

additional information on related party prepaid expenses see Note 3.

May 2, 2025, the Company borrowed $ 100,000

from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D.

(“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan.

The Promissory Note has a

principal balance of $ 100,000 .

The Promissory Note is unsecured and bears interest at a rate of 18 %

per annum, compounded monthly, and matures

on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business

days following the closing of a Qualified Financing.

On December 19, 2025, the note was paid in full $ 100,000

principal amount of their note, and accrued interest due through maturity of $ 18,000 .

As of December 31, 2025, the principal balance is $- 0 -.

The Company recorded a loss on debt extinguishment of $ 6,450 .

and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”),

with Tiger Cub, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D.

Cohen, pursuant to which

(a) Tiger Cub and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note

(the “ A&R Note ”);

and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock (the

“ Tiger Cub Warrants ”).

The Agreement to Amend included certain representations and warranties to Tiger Cub.

Note amended and restated the Promissory Note to (a) provide Tiger Cub the option to convert the principal and accrued interest under

the note into shares of common stock of the Company at a conversion price each to the greater of (x) (1) $1.50;

(2) if the A&R Note

was entered into prior to the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the

(ii) closing price, of the common stock of the Company on the last trading day prior to the date the A&R Note was entered into, plus

and (3) if the A&R Note was entered into after the close of market on the date entered into, the greater of (i) the consolidated

closing bid price, and the (ii) closing price, of the common stock of the Company on the date the A&R Note was entered into, plus

$0.125, and (y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require

stockholder approval for such issuance of common stock in connection with a conversion, taking into account all securities issuable in

connection therewith—which conversion price was $1.785;

and (b) remove the Mandatory Prepayment requirement.

Tiger Cub Warrants have an exercise price of $ 1.815 per share, a term through July 21, 2028 and cash only exercise rights.

December 4, 2025, the Company borrowed $ 75,000

from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D.

(“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan.

The Promissory Note has a

principal balance of $ 75,000 .

The Promissory Note is unsecured and bears interest at a rate of 18 %

per annum, compounded monthly, and matures on the earliest of (i) December 4, 2026, (ii) acceleration upon an event of default at

the option of the holder, or (iii) five business days following the closing of a Qualified Financing.

On December 19, 2025, the note

was paid in full $ 100,000

principal amount of their note, and accrued interest due through maturity of $ 13,500 .

As of December 31, 2025, the principal balance is $- 0 -.

The Company recorded a loss on debt extinguishment of $ 12,938 .

7 – NOTES PAYABLE

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

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, 2024 and

December 31, 2023 was $ 0 .

See Note 6 for further details regarding the subsequent sale of this equipment.

December 13, 2024, our Chief Executive Officer, Mr.

Jacob Cohen entered into a Note Purchase Agreement to a third-party entity, for a

Note totaling $ 150,000 .

The note bears interest of 12 % (default rate) and is due on January 2, 2025.

As of December 31, 2024, the note

has accrued interest of $ 13,700 .

On January 15, 2025, the Company entered into a Debt Conversion Agreement

(the “ Debt Conversion Agreement ”) with Mill End Capital Ltd.

(“ Mill End ”), which entity was owed

$ 150,000 from the Company pursuant to that certain outstanding Promissory Note dated October 18, 2024 (the “ Promissory Note ”),

originally issued to Cohen Enterprises, Inc., which is owned and controlled by Jacob Cohen, our Chief Executive Officer and Chairman,

and acquired by Mill End from Cohen Enterprises on December 13, 2024, for $ 150,000 .

Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed

to convert the entire $ 150,000 owed by the Company to Mill End under the Promissory Note, into an aggregate of 100,000 shares of restricted

common stock of the Company, based on an agreed conversion price of $ 1.50 per share.

December 13, 2024, Cohen Enterprises, Inc., which is owned and controlled by Jacob Cohen, our Chief Executive Officer, entered into a

Note Purchase Agreement with Mill End Capital Ltd.

(“ Mill End ”), and sold a Promissory Note totaling $ 150,000 (the

“ Promissory Note ”) to Mill End.

The Promissory Note bears interest of 12 % (default rate) and is due on January 2,

January 15, 2025, the Company entered into a Debt Conversion Agreement (the “ Debt Conversion Agreement ”) with Mill

End, pursuant to which acquired by Mill End from Cohen Enterprises on December 13, 2024, for $ 150,000 .

to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $ 150,000 owed by the Company to Mill End under

the Promissory Note, into an aggregate of 100,000 shares of restricted common stock of the Company, based on an agreed conversion price

of $ 1.50 per share.

to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares

of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.

April 15, 2025, the Company borrowed $ 500,000 from Indigo Capital LP (the “ Holder ”), which loan was evidenced by a

Promissory Note dated April 15, 2025 (the “ Promissory Note ”).

The Promissory Note is unsecured and bears interest

at 18 % per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment

terms as described below.

The Promissory Note matures on the earlier of (i) April 15, 2026 (the “ Stated Maturity Date ”),

(ii) the date on which the Holder provides written notice of acceleration following an event of default or other specified triggering

event, and (iii) five (5) business days following the closing of a Qualified Funding (a “ Mandatory Prepayment ”).

Financing ” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms

as this Promissory Note, after the date of the Promissory Note, for the principal purpose of raising capital.

and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”),

with the Holder, pursuant to which (a) the Holder and the Company agreed to amend and restate the Promissory Note into an Amended and

Restated Convertible Promissory Note (the “ A&R Note ”);

and (b) the Company granted the Holder warrants to purchase

275,482 shares of common stock (the “ Holder Warrants ”).

The Agreement to Amend included certain representations and

warranties to the Holder.

A&R Note amended and restated the Promissory Note to (a) provide the Holder the option to convert the principal and accrued interest

under the note into shares of common stock of the Company at a conversion price of $ 1.50 per share, subject to a 4.999 % beneficial ownership

and (b) remove the Mandatory Prepayment requirement.

The Holder Warrants have an exercise price of $ 1.815 per share, a term

through May 27, 2028 and cash only exercise rights.

The Holder Warrants include a 4.999 % beneficial ownership limitation.

If the Holder

Warrants are exercised in full, a maximum of 275,482 shares of common stock of the Company would be issuable upon exercise thereof.

July 16, 2025, Indigo Capital LP converted the full $ 500,000 principal amount of their note, and accrued interest due through maturity

of $ 90,000 , into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $ 1.50 per share, as set forth

in the convertible promissory note.

8 – CAPITAL STOCK

1 unchanged sentence

B Convertible Preferred Stock

March 28, 2024 and amended on June 27, 2024, the Company designated 6,000 shares

of the Company’s Series B Convertible Preferred Stock, par value $ 0.0001 per

share (the “ Series B Preferred Stock ”).

Each Series B Preferred Stock share has a stated value equal to $ 1,100 ,

subject to increase under the terms of the designation (the “ Stated Value ”).

As of December 31, 2024 and December

31, 2023, there were 2,770

(which includes a 1,150

share subscription receivable) and - 0 -

shares of Series B Preferred Stock issued and outstanding, respectively.

April 5, 2024, we agreed to definitive terms on a Securities Purchase Agreement dated April 4, 2024, with an institutional accredited

investor, pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500

shares of Series B Preferred Stock for $ 1,650,000 , and warrants to purchase up to 220,000 shares of common stock for an aggregate purchase

price of $ 1,500,000 .

On the Initial Closing Date, the Company sold the Purchaser 500 shares of Series B Preferred Stock and the Initial

Warrants, for an aggregate of $ 500,000 .

The Initial Warrants can be exercised separately from the Series B Preferred Stock.

warrants are a freestanding financial instrument.

April 26, 2024, the Company partially closed a planned second closing under the SPA whereby the Purchaser paid $ 150,000 to the Company

in consideration for 150 shares of Series B Preferred Stock.

May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $ 100,000 to the Company in consideration

for 100 shares of Series B Preferred Stock.

April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No.

1, which amended the SPA to, adjust the

closings which were to take place under the SPA as follows:

OF SECURITIES PURCHASE AGREEMENT

Initial Stated

Initial Closing

Initial Closing Date

Second Closing

On or before June 30, 2024

Third Closing

On or before June 30, 2024

Fourth Closing

Such date as is no later than 180 days after the shares of common stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act, subject to any limitations pursuant to Rule 415

June 28, 2024, the Company sold the Purchaser 750 shares of Series B Preferred Stock and (a) warrants to purchase up to 66,667 shares

of common stock at an exercise price of $ 7.50 per share;

and (b) warrants to purchase up to 33,333 shares of common stock at an exercise

price of $ 15.00 per share.

The warrants can be exercised separately from the Series B Preferred Stock.

Therefore, the warrants are a

freestanding financial instrument.

at any time the warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar

transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof, the “ Share

Combination Event Date ”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then

on the sixth trading day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth trading

day is automatically reduced (but in no event increased) to the Event Market Price.

The “ Event Market Price ” means,

with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price

of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day

after such Share Combination Event Date, divided by (y) five.

In connection with the Reverse Stock Split, the exercise price of the Warrants

was automatically adjusted to $ 2.53 per share.

described in the table above, the sale of an additional 1,000 shares of Series B Preferred Stock in the Fourth Closing was subject to

certain conditions to closing and is expected to occur within 180 days after the shares of common stock issuable upon conversion of the

Series B Preferred Stock sold in the Initial Closing, Second Closing, Third Closing and Fourth Closing, have been registered under the

Securities Act

May 21, 2024, 50 shares of Series B Preferred Stock (with an aggregate stated value of $ 55,000 ) were converted by the holder into 18,062

shares of common stock at a conversion price of $ 3.045 per share.

May 22, 2024, 155 shares of Series B Preferred Stock (with an aggregate stated value of $ 170,500 ) were converted into 55,993 shares of

common stock at a conversion price of $ 3.045 per share.

May 24, 2024, 150 shares of Series B Preferred Stock (with an aggregate stated value of $ 165,000 ) were converted into 54,187 shares of

common stock at a conversion price of $ 3.045 per share.

July 9, 2024, 135 shares of Series B Preferred Stock (with an aggregate stated value of $ 148,500 ) were converted by the holder into 35,779

shares of common stock at a conversion price of $ 4.1505 per share.

July 24, 2024, 50 shares of Series B Preferred Stock (with an aggregate stated value of $ 11,000 ) were converted by the holder into 2,245

shares of common stock at a conversion price of $ 4.90 per share.

August 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 500,000 to the Company in consideration

for 500 shares of Series B Preferred Stock.

September 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 250,000 to the Company

in consideration for 250 shares of Series B Preferred Stock.

total of 250 shares of Series B Preferred Stock remain to be sold under the Fourth Closing for $ 250,000 of total consideration as of

December 31, 2024.

September 26, 2024, 140 shares of Series B Preferred Stock (with an aggregate stated value of $ 154,000 ) were converted by the holder

into 47,903 shares of common stock at a conversion price of $ 3.21 per share.

October 2, 2024, 190 shares of Series B Preferred Stock (with an aggregate stated value of $ 209,000 ) were converted by the holder into

66,923 shares of common stock at a conversion price of $ 3.12 per share.

October 18, 2024, 200 shares of Series B Preferred Stock (with an aggregate stated value of $ 220,000 ) were converted by the holder into

93,299 shares of common stock at a conversion price of $ 2.36 per share.

2024, as required in under the terms of the Series B Preferred Stock, the Company paid the accrued dividends on the Series B Preferred

Stock through the issuance of 28,067 shares of common stock which resulted in a deemed dividend of approximately $ 70,168 that is reflected

on the Company’s consolidated statement of changes in stockholders’ equity, as Preferred stock B dividend in common stock.

on December 18, 19, and 31, 2024, we agreed to definitive terms on Securities Purchase Agreements (the “ SPAs ”), with

certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers,

and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $ 250,000 , and warrants to purchase 330,000

shares of common stock with an exercise price of $ 2.71 per share, 100 shares of Series B Preferred Stock for $ 100,000 , and warrants to

purchase 132,000 shares of common stock with an exercise price of $ 2.57 per share, and 50 shares of Series B Preferred Stock for $ 50,000 ,

March 28, 2024 and amended on June 27, 2024, the Company designated 6,000 shares of the Company’s Series B Convertible Preferred

Stock, par value $ 0.0001 per share (the “ Series B Preferred Stock ”).

Each Series B Preferred Stock share has a stated

value equal to $ 1,100 , subject to increase under the terms of the designation (the “ Stated Value ”).

As of December

31, 2025 and December 31, 2024, there were 50 and 1,620 shares of Series B Preferred Stock issued and outstanding, respectively.

on January 3rd and 6th, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ January 2025 SPAs ”),

with certain institutional accredited investors (the “ January 2025 Purchasers ”), pursuant to which the Company sold

the January 2025 Purchasers, and the January 2025 Purchasers purchased from the Company, 300 shares of Series B Preferred Stock for $ 300,000 ,

and warrants to purchase 396,000 shares of common stock with an exercise price of $ 2.61 per share;

Each of the SPAs closed on the dates

they were entered into, and the warrants were granted on the same dates.

at any time the warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar

transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof, the “ Share

Combination Event Date ”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then

on the sixth trading day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth trading

day is automatically reduced (but in no event increased) to the Event Market Price.

The “ Event Market Price ” means,

with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price

of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day

after such Share Combination Event Date, divided by (y) five.

of December 31, 2024, there were 2,770

(which includes a 1,150

share subscription receivable) Series B Preferred

Stock shares outstanding.

500 shares of Series B Preferred Stock

for $ 500,000 , and warrants to purchase 660,000 shares of common stock with an exercise price of $ 2.59 per share;

and 50 shares of Series

B Preferred Stock for $ 50,000 , and warrants to purchase 66,000 shares of common stock with an exercise price of $ 2.59 per share, respectively.

Each of the January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.

January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the “ Final Fourth Closing

Shares ”) for $ 250,000 in connection with a partial and final closing of the Fourth Closing.

February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible

Preferred Stock (with an aggregate stated value of $ 237,600 ) into 105,600 shares of common stock of the Company pursuant to the terms

of such Series B Convertible Preferred Stock, including the current conversion price of $ 2.25 per share.

March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 146 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 116 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 160,602 ) into 107,067 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 127,602 ) into 85,067 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 26, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 218 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 239,800 ) into 159,866 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 74 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 63,801 ) into 42,533 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 260 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 286,002 ) into 190,667 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 58 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 81,402 ) into 54,267 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the

Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of

Series B Convertible Preferred Stock of Mangoceuticals, Inc., to:

(a) reduce the conversion price set forth therein to a fixed price

of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to

the amendment);

(b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock

(c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s

common stock) ;

and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches, from the definition of Change of

Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr.

Jacob Cohen, the Company’s

Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred

Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”).

April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred

Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series

B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share.

April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant

to which the Company sold the Purchaser, and the Purchaser purchased from the Company 100 shares of Series B Convertible Preferred Stock