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Item 7. Management’s Discussion and Analysis

2025-03-20 compared with 2024-04-01 · 662 added, 270 removed, 132 unchanged (88% of the section changed)

4 unchanged sentences

Financial Statements and Supplemental Data ” of this Report.

discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates

made by our management.

This discussion

contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our

These statements by their nature are subject to risks and uncertainties, and are influenced by various factors.

As a consequence, actual results may differ materially from those in the forward-looking statements.

As a consequence,

actual results may differ materially from those in the forward-looking statements.

See “ Item 1A.

Risk Factors ”

of this Report for the discussion of risk factors and see “ Cautionary Statement Regarding Forward-Looking Statements ”

for information on the forward-looking statements included below.

following discussion is based upon our financial statements included elsewhere in this Report, which have been prepared in accordance

Risk Factors ” of this Report

for the discussion of risk factors and see “ Cautionary Statement Regarding Forward-Looking Statements ” for information on

the forward-looking statements included below.

following discussion is based upon our consolidated financial statements included elsewhere in this Report, which have been prepared in accordance

generally accepted accounting principles.

1 unchanged sentence

that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition

to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition,

and cash flows.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) is provided

in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial

condition, and cash flows.

MD&A is organized as follows:

8 unchanged sentences

Accounting Policies and Estimates.

Accounting estimates that we believe are important to understanding the assumptions and judgments

incorporated in our reported financial results and forecasts.

Accounting estimates that we believe are important to understanding the assumptions and

judgments incorporated in our reported financial results and forecasts.

also “ Glossary of Industry Terms ” above for information on certain of the terms used below.

of Operations

had working capital of $0.7 million as of December 31, 2023.

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

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

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

We may also require additional funding in

the future to expand or complete acquisitions.

had working capital deficit of $1.3 million as of December 31, 2024.

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

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

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

We may also require additional funding

in the future to expand or complete acquisitions.

plan for the next 12 months is to continue using the same marketing and management strategies and continue providing a quality product

17 unchanged sentences

fund continued operations, if at all.

October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent

to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations,

acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions

outside the ordinary course of the Company’s current business.

This initiative is being be undertaken in parallel with the Company’s

current business operations.

In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic,

operational and financial alternatives, and is exploring a full range of options.

There is no assurance that the strategic review process

will result in the approval or completion of any specific transaction or outcome.

The Company has not established a timeline for completion

of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course

of action, or it is determined that other disclosure is necessary or appropriate.

of Operations

of the Year Ended December 31, 2023 and 2022

began generating revenues in November 2022 and had revenues of $731,493 and $8,939 for the years ended December 31, 2023 and 2022, respectively.

had cost of revenues of $154,900 and $4,089 for the years ended December 31, 2023 and 2022, respectively, relating to amounts paid to

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

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

us pharmacy and compounding services, resulting in gross profit of $431,501 and $4,850 for the years ended December 31, 2023 and 2022,

respectively.

The related party cost of revenues was associated with the Master Services Agreement entered into with Epiq Scripts and

a related statement of work and the remaining cost of revenues was attributed to the amounts paid to our unrelated party doctors network

and shipping expenses.

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

related statement of work:

a) the fairness of the terms for the Company (including fairness from a financial point of view);

b) the materiality

of the transaction;

c) bids / terms for a similar transaction from unrelated parties;

d) the structure of the transaction;

interests of each related party in the transaction.

Expenses and Net Loss

had total general and administrative expenses of $9,608,409 and $1,996,432 and imputed interest expense of $0 and $6,473 (which

represented imputed interest on the related party loans which were repaid as discussed below under “ Liquidity and Capital

Resources ”) for the years ended December 31, 2023 and 2022, respectively, resulting in a net loss of $9,212,417 and

$1,998,055, respectively, for the years ended December 31, 2023 and 2022.

increase in general administration expenses for the years ended December 31, 2023 and 2022, compared to the prior period, was due

primarily to (a) stock-based compensation totaling $2,155,144 and $774,153 (including a total of $1,530,651 and $540,065 attributed

to stock issued for services and $624,463 and $234,088 attributed to stock-based compensation from issuances of options and

warrants), respectively, which increase was due to us having issued less stock for compensation during the 2022 period;

advertising and marketing expenses in the amount of $2,097,505 and $352,860, for the years ended December 31, 2023 and 2022,

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

in connection with the expansion of our operations;

and 2022, respectively, mainly related to legal fees in connection with our initial public offering and related matters;

placement agent fees of $496,000 and $160,000, for the years ended December 2023 and 2022, respectively, relating to fees paid to

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

(e) salaries and benefits of $914,115 and

$164,941 for the years ended December 31, 2023 and 2022, respectively, which increased due to the engagement of new employees as we

ramped up our operations in the current period;

(f) accounting and auditing fees of $121,330 and $44,500, for the years ended

December 2023 and 2022, respectively, which was in connection with fees paid to our accountants and auditors in connection with the

preparation of the financial statements for our initial public offering , quarterly reviews, and annual filing;

consulting related expenses of $585,729 and $622,331, for the years ended December 31, 2023 and 2022, respectively, related to other

various consulting fees paid in connection with our operations in the current period;

and (h) software development fees of $434,490

and $72,440 for the years ended December 2023 and 2022, respectively, related to the front and backend development of our website in

the current period.

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

an order for our products.

We had not yet implemented our online ordering in the first nine months of

had revenues of $615,873 for the year ended December 31, 2024, compared to revenues of $731,493 for the year ended December 31, 2023,

which decrease was mainly due to issued involving the transition and migration from our original telemedicine and software platform to

our new telehealth platform.

of revenues was $93,296 and $154,900 for the years ended December 31, 2024 and 2023, respectively, which decrease was due to and in correlation

with our decreased revenues for the same period.

of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled

$142,613 and $145,092 for the years ended December 31, 2024 and 2023, which slight decrease in the current period was due to our decreased

revenues for the same period.

During 2024, we further developed our website capabilities and prepared

for our re-launch of our website.

Travel expenses of $199,822 and $301 170, for the years ended December 31, 2024 and 2023, respectively,

related to cost associated with meeting with vendors, travel for promotional events and other travel related expenses.

We had a loss on

sale of assets of $18,387 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023.

On May 15, 2024,

the Company disposed of $119,819 of equipment to Epiq Scripts, a related party, in an arm’s length transaction.

The equipment was

sold for $65,000, realizing a loss on sale of assets of $18,387.

and marketing expenses in the amount of $1,478,663 and $2,097,505, for the years ended December 31, 2024 and 2023, respectively, related

to digital marketing and advertising expenses, various branding initiatives and promotional events.

The decrease was related to a reduction

in advertising and marketing, while we develop our internal software front and backend development of our website re-launch.;

Salaries and benefits were $1,063,781 and $977,890 for the years ended

December 31, 2024 and 2023, respectively, which increase was due to the engagement of new employees as we ramped up our internal operations

in the current period.

Investor relations expenses were $453,749 and $1,100,465, for the years

ended December 31, 2024 and 2023, respectively, related to awareness of our stock to the public market.

The decrease was due to lowering

costs after our initial IPO in 2023.

compensation totaled $2,355,193 and $2,155,114 (including a total of $2,106,265 and $1,530,659 attributed to stock issued for services

and $248,682 and $624,463 attributed to stock-based compensation from issuances of options and warrants) for the years ended December

31, 2024 and 2023, respectively, which increase was due to us having issued less stock for compensation during the 2023 period.

We had $13,700 and $0 of interest expense for the year ended December 31,

2024 and 2023 respectively, compared to interest income of $0 and $6,473 for the year ended December 31, 2024 and 2023, respectively,

which increase in interest expense was due to interest accrued on certain notes payable during the 2024 period and an increase

in imputed interest income was related to cancelation of imputed interest from repayment of related party notes payable during 2023.

We had $721,533 and $0 of amortization expense for the year ended December

31, 2024 and 2023, respectively, in connection with the amortization of our patents.

We had a net loss of $8,707,226 for the year ended December 31, 2024, compared

to a net loss of $9,212,417 for the year ended December 31, 2023, a decrease in net loss of $505,191 from the prior period due to less

overall expenses required to operate the business during the 2024 period.

and Capital Resources

of December 31, 2023, we had $739,006 of cash on-hand, compared to $682,860 of cash on-hand of December 31, 2022.

We also had $60,953

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

our Chairman and Chief Executive Officer, $18,501 of inventory;

$96,129 of property and equipment, net, consisting of computers, office

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

$119,262 of right of use asset in connection with our office space lease.

Cash increased mainly due to funds raised in the IPO and Follow

On Offering, offset by cash used for general operating expenses.

As of December 31, 2023, the Company

had total current liabilities of $276,039, consisting of $140,765 of accounts payable and accrued liabilities, $6,595 of payroll tax liabilities,

and $63,718 of right-of-use liability, operating lease, current portion.

We also had $64,961 of right-of-use liability, long-term.

As of December 31, 2023, we had

$1,050,793 in total assets, $276,039 in total liabilities, working capital of $0.6 million and a total accumulated deficit of $11,.

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

offering, our IPO and our Follow On Offering, each discussed below, and revenues generated from sales of our Mango ED and Mango GROW

products, to support our operations since inception.

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

We do not have

any material commitments for capital expenditures.

have experienced recurring net losses since inception.

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

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

the product offerings and enhance technology and infrastructure.

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

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

Accordingly, we may not be able to achieve profitability,

and we may incur significant losses for the foreseeable future.

Our independent registered public accounting firm included an explanatory

paragraph in its report on our financial statements as of December 31, 2023.

As of December 31, 2023, our current capital resources,

combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for the next 12 months.

We need to raise funding in addition to the funding raised in our IPO and Follow On Offering, to support our operations in the future.

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

We currently anticipate

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

Such additional financing, if required, may not be available on favorable

terms, if at all.

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

default, depending on the terms of such financing.

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

significant dilution.

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

securities to decline in value .

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

sufficient capital to continue to make investments and fund operations.

We have plans to pursue an aggressive growth strategy for the

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

provided by (used in):

As of December 31, 2024, we had $58,653 of cash on-hand, compared to $739,006

of cash on-hand of December 31, 2023.

We also had $16,942 of security deposit, representing the security deposit on our leased office

space and $59,493 of right of use asset in connection with our office space lease.

$2,806 of property and equipment, net, consisting of

computers, office and custom product packaging equipment.

and $15,232,617 of patents, net of amortization, which we acquired pursuant

to the Patent Purchase Agreements described in greater detail above under “Item 1.

Business— Material Agreements—Patent Purchase Agreements .”

Cash decreased mainly due to funds used for general operating expenses.

As of December 31, 2024, the Company had total current liabilities of $1,425,463,

consisting of $837,501 of accounts payable and accrued liabilities, $64,962 of right-of-use liability, operating lease, notes payable

of $150,000 (discussed below), and $373,000 of other liabilities related to amounts owed to Intramont in connection with the purchase

of intellectual property.

of December 31, 2024, we had $16,092,044 in total assets, $1,425,463 in total liabilities, working capital deficit of $1.3 million and

a total accumulated deficit of $20,806,595.

We have mainly relied on related party loans, as well as funds raised through

the sale of securities, mainly through the private placement offerings, our IPO and our Follow On Offering, each discussed below, and

revenues generated from sales of our Pharmaceutical Products, to support our operations since inception.

We have primarily used our available

cash to pay operating expenses.

We do not have any material commitments for capital expenditures.

We have experienced recurring net losses since inception.

We believe that

we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to market and sell our Pharmaceutical

Products and to attract customers, expand the product offerings and enhance technology and infrastructure.

These efforts may prove more

expensive than we anticipate, and we may not succeed in generating commercial revenues or net income to offset these expenses.

we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future.

Our independent registered

public accounting firm included an explanatory paragraph in its report on our consolidated financial statements as of December 31, 2024.

As of December

31, 2024, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to

fund operations for the next 12 months.

We need to raise funding in addition to the funding raised in our IPO and Follow On Offering,

to support our operations in the future.

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

us to raise funding.

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

Such additional financing,

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

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

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

If equity financing is available and

obtained it may result in our shareholders experiencing significant dilution.

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

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

We currently have availability of approximately $23.8

million under the ELOC, which funding we may request from the Purchaser from time to time, subject to the terms thereof, and which funding,

if requested may cause dilution to existing shareholders.

Additionally, we may receive funding upon the exercise of outstanding warrants

from time to time, which exercises may cause dilution to existing shareholders.

To support our existing operations or any future expansion of business,

including the ability to execute our growth strategy, we must have sufficient capital to continue to make investments and fund operations.

We have plans to pursue an aggressive growth strategy for the expansion of operations through marketing to attract new customers for our

Pharmaceutical Products.

Cash provided by (used in):

Operating activities

$ (4,863,776 )

$ (6,997,375 )

increase in cash

cash used in operating activities was $6,997,375 for the year ended December 31, 2023, which was mainly due to $9,212,417 of net loss,

offset by $1,530,651 of common stock issued for services, $624,463 for options vested for stock-based compensation.

Investing activities

Financing activities

Net increase (decrease) in cash

Net cash used in operating activities was $4,863,776 for the year ended

December 31, 2024, which was mainly due to $8,707,226 of net loss, offset by $2,106,265 of common stock issued for services, $248,682

of options vested for stock-based compensation and $721,533 for amortization of intangible assets.

cash used in operating activities was $6,997,375 for the year ended December 31, 2023, which was mainly due to $9,212,417 of net loss,

offset by $540,065 of common stock issued for services and $234,088 for options vested for stock-based compensation.

cash used in investing activities was $3,519 for the year ended December 31, 2023, compared to $43,102 for the year ended December 31,

2022, which were due to the purchase of equipment.

offset by $1,530,651 of common stock issued for services, and $624,563 of options vested for stock-based compensation.

cash provided by investing activities was $65,000 for the year ended December 31, 2024, compared to $3,519 used in investing activities

for the year ended December 31, 2023, which were for the sale of equipment and the purchase of equipment, respectively.

cash provided by financing activities was $4,128,268 for the year ended December 31, 2024, which was mainly due to $2,650,000 of funds

raised from the sale of preferred stock for cash, $1,328,268 from the sale of common stock for cash and $150,000 in notes payable.

cash provided by financing activities was $7,057,040 for the year ended December 31, 2023, which was mainly due to $6,200,000 of funds

raised in the IPO and Follow On Funding and $1,024,500 in proceeds from the exercise of warrants, offset by repayments of notes payable

of $78,260 and repayments of related party notes payable of $89,200.

cash provided by financing activities was $2,049,930 for the year ended December 31, 2022, which was mainly due to $2,000,000 of proceeds

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

Party Loans and Advances

December 10, 2021, the Company received an advance of $70 from ZipDoctor, Inc., a wholly-owned subsidiary of its then sole shareholder,

American International, which was used to open and establish the Company’s bank account.

The advance bears no interest and is due

on demand upon the Company’s ability to repay the advance from either future revenues or investment proceeds.

The amount owed to

ZipDoctor was $70 as of December 31, 2021.

Imputed interest equal to 8% per annum, or $0, was recorded against the related party advance

as of December 31, 2021.

The amount was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $0 as of December 31, 2022.

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, in order to cover various general and administrative expenses.

owed to American International was $39,200 as of December 31, 2021.

Imputed interest equal to 8% per annum, or $181, was recorded against

the related party advance as of December 31, 2021.

Other than the imputed interest discussed above, 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.

to the terms of the June 16, 2022, SPA discussed below, on June 16, 2022, Cohen Enterprises also acquired the right to be repaid the

$89,200 advanced from American International to the Company.

June 16, 2022, American International entered into and closed the transactions contemplated by a Stock Purchase Agreement (the

“SPA”), with Cohen Enterprises, Inc.

(“Cohen Enterprises”), which entity is owned by Jacob D.

Chairman and Chief Executive Officer of the Company, who is also the majority shareholder of the Company.

Pursuant to the SPA,

American International sold 8,000,000 shares of the outstanding common stock of the Company which represented 80% of the then

outstanding shares of common stock of the Company, to Cohen Enterprises in consideration for $90,000, which was approximately the

same amount that had been advanced to the Company from American International through the date of the SPA ($89,200).

Enterprises also acquired the right to be repaid the $89,200 advanced from American International to the Company, from the Company,

pursuant to the terms of the SPA.

As a result of the closing of the SPA, Cohen Enterprises increased its ownership of the Company to

90% (with the remaining 10% of the Company then being owned by Mr.

Arango (or former President and Director), as discussed above),

and American International completely divested its interest in the Company.

June 29, 2022, the Company received an advance of $25,000 from Cohen Enterprises, which is owned by Mr.

Cohen, the Chairman and

Chief Executive Officer of the Company, who is also the majority shareholder of the Company, in order to cover various general and

administrative expenses.

The Company repaid Cohen Enterprises $25,000 on August 18, 2022 and the remaining $89,200 on April 4, 2023,

bringing the total amount owed to Cohen Enterprises to $0 as of December 31, 2023.

The Company further recorded a credit of $6,473

towards imputed interest, as other income (previously calculated at a rate of 8% per annum) against the related party advances for

the year ended December 31, 2023.

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

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

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

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

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

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

The January 1 and March 1, 2023 payments were timely made and on March 23, 2023, the Company elected to pay off the remaining balance

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

Company has previously received various related party loans and advances which are discussed in greater detail below under “ Item

Certain Relationships and Related Transactions, and Director Independence—Related Party Transactions—Related Party Loans

and Advances ”.

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

evidence, document and memorialize (a) $50,000 loaned to the Company from Cohen Enterprises on March 18, 2024, and (b) $100,000 loaned

to the Company from Cohen Enterprises on April 1, 2024, which amounts previously accrued no interest and were due on demand.

Note in the principal amount of $150,000, accrues interest at the rate of 8% per annum (12% upon the occurrence of an event of 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.

December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd.

(“ Mill End ”

and the “ Note Purchase ”).

Pursuant to the Note Purchase, Mill End purchased all of Cohen Enterprises rights under

the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, as lender, in the original amount of $150,000, in consideration

for $150,000.

The terms of the note remain unchanged, however, the note is no longer considered a related party note.

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

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

under the Promissory Note (the “ Converted Note ”), into an aggregate of 100,000 shares of restricted common stock of

the Company (the “Debt Conversion Shares”), 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.

January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “ 1 st Amendment ”)

with MAAB Global Ltd.

MAAB had previously purchased rights to $500,000 owed by the Company to Barstool Sports,

(“ Barstool ” and the “ Debt ”) on January 10, 2025, which amount was non-interest bearing, and

due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024.

to the 1 st Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable

at any time, to convert the $500,000 of Debt into shares of the Company’s common stock at a conversion price of $1.50 per share.

a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of $1.50

per share, the exercise price of those certain common stock warrants issued by the Company in connection with its December 2025 Series

B Convertible Preferred Stock offering (warrants to purchase up to 1,650,000 shares of common stock with exercise prices from between

$2.59 and $2.71 per share);

and those certain common stock warrants to purchase 320,000 shares of common stock granted to the Purchaser

in connection with the SPA (with an exercise price of $2.53 per share), were automatically re-priced pursuant to the anti-dilutive terms

thereof, to have an exercise price equal to the Conversion Price of the Debt Conversion Agreement, $1.50 per share, effective upon the

date of the Debt Conversion Agreement.

Additionally,

as a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of

$1.50 per share, the conversion price of the Company’s Series B Preferred Stock was automatically adjusted, pursuant to the designation

of such Series B Preferred Stock, to have a conversion price of $2.25 per share, the floor price thereunder, effective upon the date

of the Debt Conversion Agreement.

Private Placement

August 2022, the Company initiated a private placement of up to $2 million of units to accredited investors, with each unit consisting

of one share of common stock and a warrant to purchase one share of common stock, at a price of $1.00 per unit.

The warrants have a five-year

term (from each closing date that units were sold) and an exercise price of $1.00 per share.

If at any time after the six-month anniversary

of the issuance date, there is no effective registration statement registering, or no current prospectus available for the resale of

the shares of common stock issuable upon exercise the warrants, the holder of the warrants may elect a cashless exercise of the warrants.

Boustead Securities, LLC, the representative of the underwriters in our IPO, served as the placement agent in connection with the private

In total, we sold an aggregate of 2,000,000 units for $2,000,000 to 23 accredited investors between August 16, 2022 and December

22, 2022, the end date of the offering.

of one-fifteenth of one share of common stock and a warrant to purchase one-fifteenth of one share of common stock, at a price of $1.00

The warrants have a five-year term (from each closing date that units were sold) and an exercise price of $15.00 per whole

If at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering,

or no current prospectus available for the resale of the shares of common stock issuable upon exercise the warrants, the holder of the

warrants may elect a cashless exercise of the warrants.

Boustead Securities, LLC, the representative of the underwriters in our initial

public offering (“ IPO ”), served as the placement agent in connection with the private placement.

In total, we sold

an aggregate of 2,000,000 units for $2,000,000 to 23 accredited investors between August 16, 2022 and December 22, 2022, the end date

of the offering.

Public Offering

March 23, 2023, we consummated our IPO of 83,334 shares of common stock at a price to the public of $60.00 per share, pursuant to that

certain Underwriting Agreement, dated March 20, 2023, between the Company and Boustead Securities, LLC, as representative of several

underwriters named in the Underwriting Agreement.

The Company received gross proceeds of approximately $5 million, before deducting underwriting

discounts and commissions and estimated offering expenses payable by the Company upon the sale of the shares.

In connection with the

IPO, the Company also granted Boustead a 45-day option to purchase up to an additional 187,500 shares of its common stock, which expired

the same time, and as part of the same registration statement, but pursuant to a separate prospectus the Company registered the sale

of 4,765,000 shares of common stock, including 2,000,000 shares of common stock issuable upon the exercise of outstanding warrants to

purchase shares of common stock with an exercise price of $1.00 per share, of which warrants to purchase 975,500 shares of common stock

remain outstanding, and unexercised, as of the date of this Report.

certain Underwriting Agreement, dated March 20, 2023 (the “ Underwriting Agreement ”), between the Company and Boustead

Securities, LLC, as representative (“ Boustead ”) of several underwriters named in the Underwriting Agreement.

received gross proceeds of approximately $5 million, before deducting underwriting discounts and commissions and estimated offering expenses

payable by the Company upon the sale of the shares.

In connection with the IPO, the Company also granted Boustead a 45-day option to

purchase up to an additional 12,500 shares of its common stock, which expired unexercised.

the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “ Resale Prospectus ”)

the Company registered the sale of 317,667 shares of common stock, including 133,334 shares of common stock issuable upon the exercise

of outstanding warrants to purchase shares of common stock with an exercise price of $15.00 per share, of which warrants to purchase

65,033 shares of common stock remain outstanding, and unexercised, as of the date of this Report.

additional consideration in connection with the IPO, we granted Boustead, the representative of the underwriters named in the Underwriting

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five years after such effectiveness date.

the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “ Resale Prospectus ”)

the Company registered the sale of 4,765,000 shares of common stock, including 2,000,000 shares of common stock issuable upon the exercise

of outstanding warrants to purchase shares of common stock with an exercise price of $1.00 per share, of which warrants to purchase 975,500

shares of common stock remain outstanding and unexercised.

additional consideration in connection with the IPO, upon the closing of the IPO, we granted Boustead, the representative of the underwriters

named in the Underwriting Agreement for the IPO, warrants to purchase 87,500 shares of common stock with an exercise price of $5.00 per

share, which are exercisable beginning six months after the effective date of the registration statement filed in connection with the

IPO (March 20, 2023) and expire five years after such effectiveness date.

December 15, 2023, we entered into another underwriting agreement (the “Underwriting Agreement”) with Boustead, as representative

of the underwriters named on Schedule 1 thereto (the “Underwriters”), relating to a public offering of 4,000,000 shares of

the Company’s common stock to the Underwriters at a purchase price to the public of $0.30 per share and also granted to the Underwriters

a 45-day option to purchase up to 600,000 additional shares of its common stock, solely to cover over-allotments, if any, at the public

offering price less the underwriting discounts.

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

representative of the underwriters named on Schedule 1 thereto (the “ Underwriters ”), relating to a public

offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public of $4.50 per share

and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of its common stock, solely to cover

over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”).

Follow On Offering closed on December 19, 2023.

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The Company used the net proceeds from the Offering to finance the marketing and operational expenses associated

with the planned marketing of its Mango ED and GROW hair growth products, to develop and maintain software, and for working capital and

other general corporate purposes.

and our directors, executive officers, and shareholders holding 5% or more of our outstanding common stock previously agreed, in connection

with our IPO, subject to certain exceptions and without the approval of Boustead, not to offer, issue, sell, contract to sell, encumber,

grant any option for the sale of or otherwise dispose of any of our securities until March 20, 2024, and any directors or officers who

did not enter into a lock-up agreement in connection with our IPO entered into a lock-up agreement in connection with the Follow On Offering,

agreeing to not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our

securities for a period of 90 days after December 14, 2023.

with its Mango ED and GROW hair growth products, to hire additional personnel to build organizational talent, to develop and maintain

software, and for working capital and other general corporate purposes.

December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase

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and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis.

2024 Securities Purchase Agreement

on April 5, 2024 (the “ Initial Closing Date ”), we agreed to definitive terms on a Securities Purchase Agreement dated

April 4, 2024 (as amended from time to time, the “ SPA ”), with an institutional accredited investor (the “ Purchaser ”),

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 Convertible Preferred Stock (“ Series B Preferred Stock ”) of the Company for $1,650,000, and warrants (the

“ Initial Warrants ”), to purchase up to 220,000 shares of common stock, of the Company, 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 (the “Initial

Closing Shares”) and the Initial Warrants, for an aggregate of $500,000.

The Initial Warrants have a term of five years.

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

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

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

therefore the Company issued the Purchaser 100 shares of Series B Preferred Stock.

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

1 (the “ Amendment ”),

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

Initial Stated Value of

Preferred Stock to be issued

by installment

Warrants to be issued

Aggregate Purchase

Initial Closing

Initial Closing Date

Second Closing

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

Third Closing

On or before June 30, 2024

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, subject to any limitations pursuant to Rule 415 (as defined in the Registration Rights Agreement)

$ 1,000,000.00

April 26, 2024, the Company partially closed the Second Closing.

The Purchaser paid $150,000 to the Company and in consideration therefore

the Company issued the Purchaser 150 shares of Series B Preferred Stock.

May 17, 2024, the Company closed the remaining portion of the Second Closing.

The Purchaser paid $100,000 to the Company and in consideration

therefore the Company issued the Purchaser 100 shares of Series B Preferred Stock.

May 21, 2024, the Purchaser converted 50 shares of Series B Preferred Stock into 18,063 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

May 22, 2024, the Purchaser converted 155 shares of Series B Preferred Stock into 55,994 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

May 24, 2024, the Purchaser converted 150 shares of Series B Preferred Stock into 54,188 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

July 9, 2024, the Purchaser converted 135 shares of Series B Preferred Stock into 35,779 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

July 25, 2024, the Purchaser converted 10 shares of Series B Preferred Stock into 2,245 shares of Common

Stock of the Company, pursuant to the terms of such Series B Preferred Stock.

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

“ Third Closing Shares ”) and (a) warrants to purchase up to 66,667 shares of common stock at an exercise price of $7.50

and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $15.00 per share (collectively, (a)

and (b), the “ Additional Warrants ”, and together with the Initial Warrants, the “ Warrants ”, and

the shares of common stock issuable upon exercise of the Warrants, the “ Warrant Shares ”).

The Additional Warrants

were exercisable on or after October 4, 2024, and for five years thereafter.

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, and has subsequently been adjusted to $1.50 per share as a result of certain dilutive

August 22, 2024, the conditions to closing were satisfied, and the Company sold the Purchaser an additional 500 shares of Series B Preferred

Stock (“ Fourth Closing Shares ”) for $500,000 in connection with a partial closing of the Fourth Closing.

September 26, 2024, the Company sold the Purchaser an additional 250 shares of Series B Preferred Stock (the “ Additional Fourth

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

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.

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.

Company’s stockholders at the 2024 Annual Meeting of Stockholders held on June 17, 2024 approved the issuance of more than 19.99%

of the outstanding Common Stock upon the conversion of the shares of Series B Convertible Preferred Stock and upon the exercise of warrants

in accordance with Nasdaq Listing Rule 5635(d).

Securities, LLC served as the Company’s financial advisor in connection with the Purchase Agreement and related transactions.

On 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:

(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)(the “ Conversion Price ”);

(b) reduce the floor price set forth therein from $2.25 to $1.50 per share

(subject to customary adjustments for stock splits)(the “ Floor Price ”);

(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 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 ”).

Company’s Series B Convertible Preferred Stock (“ Series B Preferred Stock ”), currently have the following rights

and privileges:

If the Company declares a dividend or makes a distribution of cash (or any other distribution treated as a dividend under

Section 301 of the Internal Revenue Code) on its shares of common stock, each holder of shares of Series B Preferred Stock shall be entitled

to participate in such dividend or distribution in an amount equal to the largest number of whole shares of common stock into which all

shares of Series B Preferred Stock held of record by such holder are convertible as of the record date for such dividend or distribution,

if any, or, if there is no specified record date, as of the date of such dividend or distribution.

Notwithstanding the foregoing, holders

shall have no right of participation in connection with dividends or distributions made to stockholders of shares of common stock consisting

solely shares of common stock.

long as any Series B Preferred Stock remain outstanding, the Company is prohibited from effecting or entering into an agreement to effect

any issuance by the Company or any of its subsidiaries of common stock, common stock equivalents, Series B Preferred Stock or preferred

share equivalents (or a combination of units thereof) involving a Variable Rate Transaction, except for an equity line of credit.

Rate Transaction ” means a transaction in which the Company issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of common stock or Series B Preferred Stock

either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices

of or quotations for the common stock or Series B Preferred Stock at any time after the initial issuance of such debt or equity securities,

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the common stock or Series B Preferred Stock or (ii) enters into, or effects a transaction under, any

agreement, including, but not limited to, an “at-the-market offering”, whereby the Company may issue securities at a future

determined price.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”),

the holders of the Series B Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an

amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and

owing, for each share of Series B Preferred Stock, before any distribution or payment shall be made to the holders of any junior securities,

and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders

of the Series B Preferred Stock shall be ratably distributed among the holders of the Series B Preferred Stock in accordance with the

respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

A Fundamental Transaction or

Change of Control Transaction (each as described in the Series B Destination) is not deemed a Liquidation.

Each holder of Series B Preferred Stock may, at its option, convert its shares of Series B Preferred Stock (each

a “ Series B Conversion ”) into that number of shares of common stock equal to the Stated Value of such share of Series

B Preferred Stock, divided by $1.50 (the “ Conversion Price ”).

the event the Company does not comply with the terms of the designation and timely issue shares of common stock upon conversion to the

holder, the Company is liable for damages in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of preferred

shares being converted, $50 per trading day (increasing to $100 per trading day on the fifth trading day and increasing to $200 per trading

day on the tenth trading day after such damages begin to accrue) for each trading day after the date due that the shares are delivered.

The designation also provides for customary buy-in rights to the holders for failure of the Company to timely deliver conversion shares.

Series B Designation includes a conversion limitation prohibiting any holder and their affiliates from converting the Series B Preferred

Stock into common stock in the event that upon such conversion their beneficial ownership of the Company’s common stock would exceed

Conversion Price is subject to anti-dilutive rights in the event that the Company issues any shares of common stock or common stock equivalents

with a value less than the then conversion price, subject to certain customary exceptions for equity plan issuances, securities already

outstanding, and certain strategic acquisitions (the “ Anti-Dilutive Rights ”).

Additionally,

if at any time the Series B Preferred Stock 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 Conversion Price

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

on such sixth trading day is automatically reduced (but in no event increased) to the greater of the (i) Event Market Price;

the Conversion Price (the “ Reverse Split Reset Terms ”).

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.

The Series B Preferred Stock have no voting rights, except in connection with the Protective Provisions discussed

So long as any shares of Series B Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders

of a majority of the then outstanding shares of Series B Preferred Stock, voting together as a class (collectively, the “ Protective

Provisions ”):

Amend any provision of the Series B Designation;

Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock;

Amend the Certificate of Formation of the Company (including by designating additional series of Preferred Stock) in a manner which adversely

affects the rights, preferences and privileges of the Series B Preferred Stock;

Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class

of shares into shares of Series B Preferred Stock;

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

of such series.

Additionally,

so long as any Series B Preferred Stock shares remain outstanding, neither the Company nor any subsidiary thereof shall redeem, purchase

or otherwise acquire, directly or indirectly, any junior securities;

pay any dividends (other than on Series B Preferred Stock), or enter

into any variable rate transaction.

An “ Event of Default ” under the Series B Designation includes the occurrence of any of the events

described below:

if at any time the common stock is no longer DWAC eligible;

a registration statement of the Company is not filed within sixty (60) days of the date Series B Preferred Stock was first issued in

connection with certain shares of Series B Preferred Stock sold in 2024 and January 2025, which requirement has been met;

the Company fails to obtain stockholder approval of the issuance of more than 20% of the Company’s outstanding common stock in

connection with the sale of certain securities within one hundred twenty (120) days of the first sale thereof (which requirement was

the Company shall fail to deliver shares issuable upon a conversion prior to the fifth trading day after such shares are required to

be delivered;

the Company shall fail to have available a sufficient number of authorized and unreserved common stock shares to issue to any holder

upon a conversion completed under the Series B Designation;

the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of

any documents entered into in connection with the sale of Series B Preferred Stock, and such failure or breach shall not, if subject

to the possibility of a cure by the Company, have been cured within 10 business days after the date on which written notice of such failure

or breach shall have been delivered;

the Company shall redeem junior securities or pari passu securities;

the Company shall be party to a Change of Control Transaction (as defined in the Series B Preferred Stock designation);

the Company shall enter bankruptcy;

any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective

property or other assets for more than $500,000 (provided that amounts covered by the Company’s insurance policies are not counted

toward this $500,000 threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a

period of thirty (30) trading days;

the electronic transfer by the Company of common stock shares through the Depository Trust Company is no longer available or is subject

to a “ freeze ” and/or “ chill ”, which continues for a period of five trading days;

the common shares shall cease trading on an approved trading market, and such failure shall continue for a period of five trading days.

an Event of Default, (a) the Stated Value increases automatically by an amount equal to 17.5% of the Stated Value as of the date

of the Event of Default;

and (b) the conversion price of the Series B Preferred Stock is adjusted to the lesser of (i) the then applicable

conversion price and (ii) a price per share equal to sixty five percent (65%) of the average of the three lowest trading prices for the

Company’s common stock during the twenty (20) trading days preceding the relevant conversion.

As long as any shares of Series B Preferred Stock are outstanding, unless a simple majority of holders of the Series B

Preferred Stock have otherwise given prior written consent, the Company shall not, and shall not permit any of the subsidiaries to, directly

or indirectly:

amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially

and adversely affects any rights of any holder;

repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of common stock, common

stock equivalents or junior securities, other than as to (i) certain pre-approved purchases agreed to by the holders of the Series B

Preferred Stock and (ii) the repurchase of common shares or common share equivalents of departing officers and directors of the Company,

provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors for so long as the Series Preferred

Stock are outstanding;

pay cash dividends or distributions on junior securities of the Company;

enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the SEC,

unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of

the Company (even if less than a quorum otherwise required for board approval);

redeem any junior securities or pay any dividends (other than on the Series B Preferred Stock);

enter into any agreement with respect to any of the foregoing.

At any time while the Series B Preferred Stock are outstanding, and on any date following stockholder approval of the issuance

of more than 20% of the Company’s common stock upon conversion of certain shares of Series B Preferred Stock certain shares of

Series B Preferred Stock sold in 2024 and January 2025 (which has occurred to date), the Company has the right to redeem fifty (50%)

of the Stated Value then outstanding, and an additional fifty (50%) percent of the Stated Value then outstanding upon the written consent

of the holders of the Series B Preferred Stock (each, the “ Company Optional Redemption Amount ”) on the Company Optional

Redemption Date (each as defined below) (a “ Company Optional Redemption ”).

If redeemed within ninety (90) calendar

days from the date of issuance, the Series B Preferred Stock shares subject to redemption shall be redeemed by the Company in cash at

a price (the “ Company Optional Redemption Price ”) equal to 110% of the Stated Value being redeemed as of the Company

Optional Redemption Date, plus all accrued but unpaid dividends and all other amounts due to a holder, if any.

If redeemed within ninety-one

(91) calendar days after the date of issuance, but no later than one hundred twenty (120) calendar days from the date of issuance, the

Series B Preferred Stock subject to redemption shall be redeemed by the Company in cash at a Company Optional Redemption Price equal

to 115% of the Stated Value being redeemed as of the Company Optional Redemption Date, plus all accrued but unpaid dividends and all

other amounts due to holders, if any.

If redeemed after one hundred twenty (120) calendar days from the date of issuance, the Series

B Preferred Stock subject to redemption shall be redeemed by the Company in cash at a Company Optional Redemption Price equal to 120%

of the Stated Value being redeemed as of the Company Optional Redemption Date, plus all accrued but unpaid dividends and all other amounts

due to any holder, if any.

The Company may deliver only one Company Optional Redemption Notice and such Company Optional Redemption Notice

shall be irrevocable.

Company may not deliver a Company Optional Redemption Notice, and any Company Optional Redemption Notice delivered by the Company shall

not be effective, unless all of the Equity Conditions have been met on each trading day during the period beginning on the date notice

of the redemption is provided and ending on the redemption date, which cannot be less than 10 nor more than 20 days.

Conditions ” means, during the period in question:

(a) the Company shall have duly honored all conversions scheduled to occur

or occurring by virtue of one or more notices of conversion of the applicable holder on or prior to the dates so requested or required,

(b) the Company shall have paid all liquidated damages and other amounts owing to the applicable holder in respect of the preferred

(A) the Company

may issue conversion shares [except in the case of a redemption, where only the shares being redeemed are subject to this requirement];

or (B) the holders are permitted to utilize the prospectus thereunder to resell all of the common shares issuable pursuant to certain

transaction documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable

or (ii) all of the conversion shares issuable pursuant to the applicable transaction documents may be resold pursuant to Rule

144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company

as set forth in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected holders;

(iii) all of the conversion shares may be issued to the holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold

without restriction;

(d) the common shares are trading on a trading market and all of the common shares issuable pursuant to the applicable

transaction documents are listed or quoted for trading on such trading market (and the Company believes, in good faith, that trading

of the common shares on a trading market will continue uninterrupted for the foreseeable future);

(e) there is a sufficient number of

authorized, but unissued and otherwise unreserved, common shares for the issuance of all of the shares then issuable pursuant to the

applicable transaction documents;

(f) the issuance of the common shares in question to the applicable holder would not violate the beneficial

ownership limitation set forth in the designation;

(g) there has been no public announcement of a pending or proposed Fundamental Transaction

(as defined in the designation) or Change of Control Transaction (as defined in the designation) that has not been consummated;

applicable holder is not in possession of any information provided by the Company, any of its subsidiaries, or any of their officers,

directors, employees, agents or affiliates, that constitutes, or may constitute, material non-public information.

on the Initial Closing Date, the Company entered into an Equity Purchase Agreement (the “ ELOC ”) with the Purchaser

pursuant to which the Purchaser committed to purchase up to $25,000,000 (the “ Maximum Amount ”) of the Company’s

common stock (the “ Financing ”).

On the Initial Closing Date, the Company issued 66,667 shares of the Company’s

common stock to the Purchaser as a commitment fee (the “ Commitment Shares ”).

In connection with the Financing, on

the Closing Date, the Company and the Purchaser also entered into a Registration Rights Agreement (the “ ELOC RRA ”).

filing and effectiveness of a Registration Statement on Form S-1 to register the Advance Shares (defined below), which was declared effective

on May 9, 2024, and provided other closing conditions are met, from time to time over the term of the ELOC, the Company has the right,

but not the obligation, to direct the Purchaser to purchase shares of the Company’s common stock (the “ Advance Shares ”)

in a maximum amount of one hundred percent (100%) of the average daily trading volume over the five trading days preceding the applicable

advance date.

At any time and from time to time during the 2-year term of the ELOC (the “ Commitment Period ”), the

Company may deliver a notice to Purchaser (the “ Advance Notice ”) and shall deliver the Advance Shares to Purchaser

via DWAC (as defined in the ELOC) on the next trading day.

The purchase price (the “ Purchase Price ”) for the Advance

Shares shall equal 90.0% of the gross proceeds received by the Purchaser for the resale of the Advance Shares during the three consecutive

trading days immediately following the date an Advance Notice is delivered (the “ Valuation Period ”).

The closing of

an Advance Notice shall occur within two trading days following the end of the respective Valuation Period, whereby the Purchaser shall

deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds.

The Company shall not

deliver another Advance Notice to Purchaser within one trading day of a prior closing of Advance Shares.

The “ Investment Amount ”

means the aggregate Purchase Price for the Advance Shares purchased by the Purchaser, minus clearing costs payable to the Purchaser’s

broker or to the Company’s transfer agent for the issuance of the Advance Shares.

right of the Company to issue and sell the Advance Shares to the Purchaser is subject to the satisfaction of certain closing conditions,

including, but not limited to, (i) a Registration Statement on Form S-1 registering for resale by the Purchaser of the Advance Shares

and Commitment Shares being declared effective by the SEC, which has occurred to date, (ii) accuracy of the Company’s representations

and warranties, (iii) the Company’s performance under the ELOC in all material respects, (iv) no suspension of trading or delisting

of common stock, (v) the limitation of the Purchaser’s beneficial ownership of the Company’s common stock to no more than

4.99% of the Company’s then outstanding common stock, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company

maintaining a sufficient share reserve, and (viii) the closing price of the Company’s common stock on the date the Advance Notice

is received must exceed $0.15.

To date, the Company has sold a total of 305,000 shares for gross proceeds of $1,185,019 before fees,

discounts and expenses under the ELOC.

ELOC terminates upon the first to occur of April 4, 2026;

the date that $25,000,000 in Advance Shares have been purchased by the Purchaser;

the date that the Company terminates the ELOC, which may be terminated in the Company’s option at any time following effectiveness

of the Registration Statement registering the resale of the Advance Shares, except that the ELOC can’t be terminated at any time

the Purchaser holds any Advance Shares;

and upon the Company entering into bankruptcy protection (such period of time that the ELOC is

in place, the “ Commitment Period ”).

the Company has the obligation to maintain such share reserve while the ELOC is effective, the Company does not have the obligation to

sell any Advance Shares to the Purchaser.

Additionally, neither the Purchaser, nor any affiliate of the Purchaser acting on its behalf

or pursuant to any understanding with it, will execute any short sales during the period from the date hereof to the end of the Commitment

Company has agreed, among other things, to indemnify the Purchaser and its affiliates with respect to certain liabilities and to pay

all fees and expenses incident to the Company’s obligations under the ELOC RRA

Private Sales of Series B Preferred Stock and Common Stock

on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, 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, 50 shares of Series B Preferred Stock for $50,000,

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

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;

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

SPAs provide that until the 18 th month anniversary of the applicable closing date, the Purchasers have the right to participate

in any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents or any offering of debt or any

other type of financing, or a combination thereof (other certain customary exempt issuances)(each a “ Subsequent Financing ”),

in an amount not to exceed the amount of the Purchaser’s subscription, on the same terms, conditions and price provided for in

the Subsequent Financing.

SPAs contain customary representations, warranties and covenants by the Company (including a restriction on entering into any variable

rate transaction for a period of 180 days from the applicable closing date), customary conditions to closing, indemnification obligations

of the Company and the Purchasers, other obligations of the parties and termination provisions.

at any time following the Initial Exercise Date (as defined below) of the warrants, there is no effective registration statement registering,

or the prospectus contained therein is not available for the shares of common stock issuable upon exercise of the warrants, the warrants

can be exercised on a cashless basis as described in greater detail in the Common Share Purchase Warrants entered into to evidence the

warrants (the “ Warrant Agreements ”).

The warrants are exercisable on or after 180 days from their grant date (“ Initial

Exercise Date ”), and for five years thereafter.

warrants contain provisions that prohibit exercise if the holder thereof, together with its affiliates, would beneficially own in excess

of 4.99% of the number of the Company’s shares of common stock outstanding immediately after giving effect to such exercise.

holder of the warrants may increase or decrease this percentage, but not in excess of 9.99%, by providing at least 61 days’ prior

notice to the Company.

In the event of certain corporate transactions, a holder of the Warrants will be entitled to receive, upon exercise

of the warrants, the kind and amount of securities, cash or other property that the holder would have received had it exercised the warrants

immediately prior to such transaction.

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).

warrants also include customary buy-in rights in the event the Company fails to timely deliver the shares of common stock issuable upon

exercise thereof.

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.

a result of a dilutive issuance, the exercise price of the warrants was automatically reduced to $1.50 per share.

February 3, 2025, the Company entered into a Subscription Agreement with an accredited investor and sold 70,000 shares of the Company’s

restricted common stock for a total of $105,000, $1.50 per share.

The Subscription Agreement included customary representations and warranties

of the purchaser and the Company.

February 7, 2025, the Company entered into a Subscription Agreement with an accredited investor and sold 155,555 shares of the Company’s

restricted common stock for a total of $350,000 (or $2.25 per share).

The Subscription Agreement included customary representations and

warranties of the purchaser and the Company.

for Future Funding

discussed above, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for

us to fund operations for the next 12 months.

We believe we will need funding in addition to the funding raised in our IPO and Follow

On Offering, to support our operations in the future.

We may also seek to acquire additional businesses or assets in the future, which

may require us to raise funding.

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

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

If debt financing is available and obtained,

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

If equity financing

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

If such financing is unavailable, we may

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

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

believe we will need to raise additional funding to support our operations in the future.

We may also seek to acquire additional businesses

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

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

the offering of debt or equity, and/or through additional sales under the ELOC.

Such additional financing, if required, may not be available

on favorable terms, if at all.

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

the risk of default, depending on the terms of such financing.

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

experiencing significant dilution.

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

value of our securities to decline in value.

Accounting Policies and Estimates

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

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

and expenses.

“Note 2 – Summary of Significant Accounting Policies” to the audited financial statements included under

“Index to Financial Statements,” below describes the significant accounting policies used in the preparation of the financial

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

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

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

liabilities and expenses.

“ Note 2 – Summary of Significant Accounting Policies ” to the audited consolidated financial statements

included under “ Item 8.

Financial Statements and Supplementary Data, ” below describes the significant accounting policies

used in the preparation of the financial statements.

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

of inherent uncertainty and require significant judgments.

Accordingly, actual results could differ from those estimates.

To the extent that there are differences between our estimates

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

To the extent

that there are differences between our estimates and actual results, our future financial statement presentation, financial condition,

results of operations and cash flows will be affected.

critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management

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Based on a critical assessment of our accounting policies

and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements

and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements

are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations.

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Compensation – Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, which requires recognition

in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments

over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period.

ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date

fair value of the award.

Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the

“measurement date.” The expense is recognized over the service period of the award.

Until the measurement date is reached,

the total amount of compensation expense remains uncertain.

The Company initially records compensation expense based on the fair value

of the award at the reporting date.

Additionally, we used this same methodology when determining the fair value of our restricted common

stock issuances to managers and other related parties.

Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 718, which

requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for

an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for

the award or the vesting period.

ASC 718 also requires measurement of the cost of employee and director services received in exchange

for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50, for share-based payments to non-employees, compensation

expense is determined at the “ measurement date.

” The expense is recognized over the service period of the award.

the measurement date is reached, the total amount of compensation expense remains uncertain.

The Company initially records compensation

expense based on the fair value of the award at the reporting date.

Additionally, we used this same methodology when determining the

fair value of our restricted common stock issuances to managers and other related parties.

the Fair Value of Common Stock – We are required to estimate the fair value of the common stock underlying our stock-based

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Act and Recent Accounting Pronouncements

JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section

7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected

to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised

accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no

longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section

7(a)(2)(B) of the Securities Act.

JOBS Act provides that an “ emerging growth company ” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards.

In other words, an “ emerging

growth company ” can delay the adoption of certain accounting standards until those standards would otherwise apply to private

We have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act,

for complying with new or revised accounting standards that have different effective dates for public and private companies until the

earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act.

have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that

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time to time, new accounting pronouncements are issued by the Financial

Accounting Standards Board (“ FASB”) that are adopted by the Company as of the specified

effective date.

If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will

not have a material impact on the Company’s financial statements upon adoption.

August 2020, the FASB issued Accounting Standards Update (“ ASU”) 2020-06, “Debt – Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 –

40)” (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for certain financial instruments with

characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S.

amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Accounting Standards Board (“ FASB ”) that are adopted by the Company as of the

specified effective date.

If not discussed, management believes that the impact of recently issued standards, which are not yet effective,

will not have a material impact on the Company’s financial statements upon adoption.

August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ” (“ ASU 2020-06 ”).

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible

instruments and contracts on an entity’s own equity.

The ASU is part of the FASB’s simplification initiative, which aims

to reduce unnecessary complexity in U.S.

The ASU’s amendments are effective for fiscal years beginning after December 15,

2023, and interim periods within those fiscal years.

The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis