What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-20 compared with 2024-04-01 · 1733 added, 775 removed, 275 unchanged (90% of the section changed)

3 unchanged sentences

to Financial Statements

of Independent Registered Public Accounting Firm (ID # 76 )

Balance Sheets

Statements of Operations

Statement of Changes in Stockholders' Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

of Independent Registered Public Accounting Firm

of Directors and Stockholders of

Mangoceuticals, Inc.

on the Financial Statements

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

as of December 31, 2023 and 2022, and the related consolidated

statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended

December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of Mangoceuticals, Inc.

as of December 31, 2023 and 2022,

and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with

accounting principles generally accepted in the United States of America.

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

As discussed in Note

9 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability

Report of Independent Registered Public Accounting Firm (ID # 76 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

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.

2 unchanged sentences

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

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

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to Mangoceuticals, Inc.

in accordance with the U.S.

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.

Mangoceuticals,

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our

audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

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.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provides a reasonable basis for our opinion.

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

have served as Mangoceuticals, Inc.’s auditor since 2023.

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.

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

Dallas, Texas

March 20, 2025

Mangoceuticals,

December 31, 2023

December 31, 2022

and Subsidiaries

Consolidated Balance Sheets

expenses - related party

CURRENT ASSETS

Cash and cash equivalents

Prepaid expenses - related party

TOTAL CURRENT ASSETS

Property and equipment, net of accumulated depreciation of $ 28,752 and $ 3,863

TOTAL FIXED ASSETS

Right of use - asset

TOTAL OTHER ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

of use - asset

assets - acquired patents, net of amortization

NON-CURRENT ASSETS

AND STOCKHOLDERS’ EQUITY

payable and accrued liabilities

tax liabilities

liability - operating lease

liabilities - patent purchase payable

CURRENT LIABILITIES

Accounts payable and accrued liabilities

Payroll tax liabilities

Notes payable to related parties

Notes payable

Right-of-use liability - operating lease

TOTAL CURRENT LIABILITIES

liability - operating lease

LONG-TERM LIABILITIES

Right-of-use liability - operating lease

TOTAL LONG-TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (SEE NOTE 10)

STOCKHOLDERS’ EQUITY

Common stock (par value $ 0.0001 , 200,000,000 shares authorized, of which 21,419,500 and 13,365,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively)

Additional paid in capital

Accumulated deficit

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) *

( 1,150,000 )

paid in capital

( 20,806,595 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

( 11,228,173 )

other comprehensive loss

STOCKHOLDERS’ EQUITY

Non-controlling

STOCKHOLDERS’ EQUITY

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.

Mangoceuticals,

of Operations

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

Cost of revenues

Cost of revenues - related party

and Subsidiaries

Consolidated Statements of Operations

of revenues - related party

and administrative expenses

and marketing

based compensation

operating expenses

General and administrative expenses

Salary and benefits

Advertising and marketing

Investor relations

Stock based compensation

Total operating expenses

Loss from operations

from operations

( 7,971,993 )

( 9,218,890 )

Other (income) expense

Imputed interest - related party

Total other (income) expense

Loss before income taxes

Amortization of intangible assets

other expense

before income taxes

( 8,707,226 )

2 unchanged sentences

( 9,212,417 )

Basic and diluted loss per share

Weighted average number of shares outstanding

Basic and diluted

accompanying notes are an integral part of these financial statements.

MANGOCEUTICAL,

Statement of Changes in Stockholders' Equity (Deficit)

the Years Ended December 31, 2023 and 2022

Additional Paid-in

Stockholders’

Balance, December 31, 2021

Issuance of common stock for services

Issuance of units for cash

Options and warrants vested for services

Warrants for services cancelled

Imputed interest

loss attributed to non-controlling interest

loss attributed to Mangoceuticals, Inc.

( 8,706,145 )

( 9,212,417 )

Balance, December 31, 2022

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.

Mangoceuticals,

and Subsidiaries

Statements of Comprehensive Income

loss attributable to Mangoceuticals, Inc.

$ ( 8,707,226 )

$ ( 9,212,417 )

Issuance of common stock for services

Issuance of common stock for cash

Imputed interest related party loan repayment

Options and warrants vested for services

Warrants exercised

comprehensive expense

currency adjustments

Comprehensive

( 8,717,071 )

( 9,212,417 )

Balance, December 31, 2023

comprehensive expense

loss attributed to non-controlling interest

Comprehensive

loss attributable to Mangoceuticals, Inc.

$ ( 8,715,990 )

$ ( 9,212,417 )

accompanying notes are an integral part of these financial statements.

MANGOCEUTICALS,

of Cash Flows

December 31, 2023

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

Mangoceutical, Inc.

and Subsidiaries

Statement of Changes in Stockholders’ Equity

the Years Ended December 31, 2024 and 2023

Subscriptions

Comprehensive

Stockholders’

December 31, 2022

For the Year Ended

$ ( 2,015,756 )

of common stock for services

of common stock for cash

interest related party loan repayment

and warrants vested for services

( 9,212,417 )

December 31, 2023

$ ( 11,228,173 )

of preferred stock B for cash

( 1,150,000 )

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

( 1,133,000 )

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

( 8,706,145 )

( 8,707,226 )

December 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

( 1,150,000 )

( 20,806,595 )

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

Issuance of common stock for services

Imputed interest expense

Options vested for stock-based compensation

Warrants for service cancelled

(Increase) decrease in operating assets:

Rent Deposits

Prepaid expenses – related party

Operating lease right of use asset

(Decrease) increase in operating liabilities:

Accounts payable and accrued liabilities

Operating lease right of use liabilities

Payroll tax liabilities

NET CASH USED IN OPERATING ACTIVITIES

( 1,150,000 )

( 20,806,595 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings on notes payable to related parties

Repayment on notes payable

Repayment on notes payable - related parties

Proceeds from exercise of warrants

Proceeds from sales of common stock for cash

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS:

Beginning of year

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

accompanying notes are an integral part of these financial statements.

* 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.

and Subsidiaries

Consolidated Statements of Cash Flows

the Year Ended

FROM OPERATING ACTIVITIES:

$ ( 8,707,226 )

$ ( 9,212,417 )

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

Inventory obsolescence

decrease in operating assets:

expenses - related party

increase in operating liabilities:

payable and accrued liabilities

lease right of use liabilities

tax liabilities

CASH USED IN OPERATING ACTIVITIES

( 4,863,776 )

( 6,997,375 )

FROM INVESTING ACTIVITIES:

of property and equipment

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 PROVIDED BY FINANCING ACTIVITIES

(DECREASE) IN CASH AND CASH EQUIVALENTS

End of period

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.

Mangoceuticals,

to Financial Statements

Ended December 31, 2023 and 2022

to Consolidated Financial Statements

1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Mangoceuticals,

(“Mangoceuticals” or the “Company”), was incorporated in the State of a Texas on October 7, 2021, with the

intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform.

To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years

and especially related to the areas of erectile dysfunction (“ED”), hair loss and testosterone replacement or enhancement

In this regard, Mangoceuticals has developed and is commercially marketing a new brand of ED products under the brand name

“Mango” and a new brand of hair loss products under the brand name “Grow.” These products are produced at a compounding

pharmacy using a proprietary combination of U.S.

Food and Drug Administration (“FDA”) approved ingredients and is available

to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient.

Mangoceuticals

is currently marketing and selling these branded ED and hair loss products exclusively online via its website at www.MangoRx.com .

(“ Mangoceuticals ” or the “ Company ”), was incorporated in the State of a Texas on October 7,

2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a

telemedicine platform.

To date, the Company has identified men’s wellness telemedicine services and products as a growing sector

in the most recent years and especially related to the areas of erectile dysfunction (“ ED ”), hair loss, testosterone

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

Company is also marketing and selling an U.S.

Food and Drug Administration (“ FDA ”) approved form of oral testosterone

undecanoate to treat low testosterone in men and as a form of Testosterone Replacement Therapy (TRT), developed and produced by Marius

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.

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

(as further described below) intends to license certain

intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation,

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.

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

of FDA approved ingredients which are available to patients on the determination of a prescribing physician that the compounded drug

is necessary for the individual patient.

Mangoceuticals is currently marketing and selling the Pharmaceutical Products exclusively online

via its website at www.MangoRx.com .

Product availability varies by state with additional details available on our website.

Public Offering.

In March 2023, the Company completed an initial public offering (the “IPO”), in which the Company issued

and sold 1,250,000 shares of authorized common stock for $ 4.00 per share for net proceeds of $ 4.35 million, after deducting underwriting

discounts and commissions, and offering costs.

At the same time, and as part of the same registration statement, but pursuant to a separate

prospectus (the “Resale Prospectus”) the Company registered the sale of 4,765,000 shares of common stock, including 2,000,000

shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of

$ 1.00 per share.

In March 2023, the Company completed an initial public offering (the “ IPO ”), in which the Company

issued and sold 83,333 shares of common stock for $ 60.00 per share for net proceeds of $ 4.35 million, after deducting underwriting discounts

and commissions, and offering costs.

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

(the “ Resale Prospectus ”) the Company registered the sale of 317,667 shares of common stock, including 133,333 shares

of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of $ 15.00

Stock Split .

On October 16, 2024, the Company affected a 1-for-15 reverse stock split of its outstanding common stock (the “ Reverse

Stock Split ”).

The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock.

The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the

Reverse Stock Split.

Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration

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.

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

stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024.

adjusted the number of outstanding shares of common stock on the consolidated balance sheet and in the statement of changes in stockholders’

equity for all periods presented to reflect the impacts of the Reverse Stock Split.

Where we disclose the number of shares of common

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.

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

LLC (“ Boustead ”), as representative of certain underwriters (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 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.

As a result, the Company sold 266,667 shares of its common stock for total gross proceeds

of $ 1.2 million.

net proceeds to the Company from the Follow On Offering, after deducting the underwriting discounts and commissions and offering expenses,

were approximately $ 1.0 million.

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

associated with the marketing of Prime and its Compounded 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

of 18,667 shares of common stock at an exercise price of $ 5.70 per share, subject to adjustments.

The warrant is exercisable at any time

and from time to time, in whole or in part, until December 14, 2029, and may be exercised on a cashless basis.

January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an

additional 40,000 shares of common stock, which sale closed on January 22, 2024.

The net proceeds to the Company from the sale of the

40,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $ 160,000 .

Inclusive of the full

exercise of the over-allotment option, a total of 306,667 shares of common stock were issued and sold in the Offering.

January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the

purchase of 2,800 shares of common stock at an exercise price of $ 5.63 , subject to adjustments.

The warrant is exercisable at any time

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

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

then newly designated 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 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 are exercisable on or after October

4, 2024, and for five years thereafter.

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 ”).

The Commitment Shares were valued at

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

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 (the “ Amendment ”),

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

500,000 (“ Initial Closing Amount ”)

Second Closing

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

250,000 (“ Second Closing Amount ”)

Third Closing

On or before June 30, 2024

750,000 (“ Third Closing Amount ”)

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

1,000,000.00 (the “ Fourth Closing Amount ”)

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.

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 was 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.

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.

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 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,

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 ,

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.

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

Greenfield Investments, Ltd.

(“ Greenfield ”).

Pursuant to the Greenfield Purchase Agreement, we purchased certain patents

and patent applications owned by Greenfield, related to mushroom-derived compositions and methods of treatment.

The acquired patent encompasses

nutraceutical compositions derived from functional mushrooms, including well-known varieties such as Cordyceps sinensis , Ganoderma

lucidum (Reishi), and Hericium erinaceus (Lion’s Mane).

These formulations are designed to deliver a range of health

benefits, such as enhancing immune function, boosting cognitive performance, supporting mood and mental clarity, providing adaptogenic

and antioxidant benefits, and suppressing appetite.

The patent also specifies the flexibility of the formulations, allowing for the combination

of these compounds in precise dosages to maximize synergistic effects.

(the “ Greenfield Patents ”), in consideration

for $ 1,344,150 , which was payable to Greenfield by the issuance of 515,000 shares of the Company’s common stock, which have been

issued to date.

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

(“ MangoRx Mexico ”)

The entity was formed in September 2023 and had limited operations as of December 31, 2024.

UK Limited , a company incorporated under the laws of the United Kingdom, is 100 % owned by Mango & Peaches Corp.

The entity was

formed in October 2023 and has had limited operations as of December 31, 2024.

& Peaches Corp.

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

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

(“ MangoRx IP ”).

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation – The financial statements present the financial position, results of operations and cash flows of the Company

in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

All dollar amounts

are rounded to the nearest thousand dollars.

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

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.

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

1 unchanged sentence

of its cash accounts at a commercial bank.

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

up to $ 250,000 per commercial bank.

From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk

of loss for purposes of the statement of cash flows.

There are no cash equivalents at December 31, 2023 and 2022

Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Income taxes are

provided in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

740, Income Taxes .

Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the

temporary differences reverse.

The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income

in the year that includes the enactment date of the rate change.

A valuation allowance is used to reduce deferred tax assets to the amount

that is more likely than not to be realized.

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

balance up to $ 250,000 per commercial bank.

From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would

be at risk of loss for purposes of the statement of cash flows.

There are no cash equivalents at December 31, 2024 and December 31, 2023.

2024 Subsidiary Reorganization

December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp., a Texas corporation

(“ Mango & Peaches ”), a then recently formed wholly-owned subsidiary of the Company (the “ Contribution

Agreement ”).

Pursuant to the Contribution Agreement, the Company contributed substantially all of its assets, including ownership

(a) its 98 % ownership of MangoRx Mexico S.A.

de C.V., a Mexican Stock Company;

and (b) its 100 % ownership of MangoRx UK Limited,

a company incorporated under the laws of the United Kingdom (collectively, the “ Contributed Assets ”), to Mango &

Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided

for the issuance of a portion of the capital of Mango & Peaches to Mr.

Jacob Cohen, the Chief Executive Officer of the Company (the

“ Subsidiary Reorganization ”).

of Consolidation

accompanying consolidated financial statements include the accounts of Mangoceuticals, Inc.

and its consolidated subsidiaries.

All significant

intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

subsidiaries:

& Peaches Corp.

IP Holdings, LLC

subsidiaries of Mango & Peaches Corp.

Majority-owned

subsidiaries of Mango & Peaches Corp.

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.

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

Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.

Under this method, deferred income taxes are determined

based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given

the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from

year to year.

In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates,

estimates of future taxable income, and available tax planning strategies.

If tax regulations, operating results or the ability to implement

tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required.

Valuation allowances

are recorded related to deferred tax assets based on the “ more likely than not ” criteria of ASC 740.

740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant

tax authority would more likely than not sustain the position following an audit.

For tax positions meeting the “ more-likely-than-not ”

threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of

being realized upon ultimate settlement with the relevant tax authority.

Company’s intangible assets consist of patents acquired through purchase, as described above.

These patents are classified as finite-lived

intangible assets and are amortized on a straight-line basis over their estimated useful lives, which range from 14 to 17 years.

carrying amount of patents as of December 31, 2024 is as follows:

OF CARRYING AMOUNT OF PATENTS

carrying amount:

amortization:

carrying amount:

expense for the year ended December 31, 2024 was $ 721,533 .

The estimated amortization expense for the next five years is as follows:

OF ESTIMATED AMORTIZATION EXPENSE

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

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, 2024, no impairment losses were recognized.

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.

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).

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$ 0.05

Loss Per Common Share

compute net loss per share in accordance with ASC 260, Earning per Share .

ASC 260 requires presentation of both basic and

diluted earnings per share (“EPS”) on the face of the statement of operations.

Basic EPS is computed by dividing net loss available

to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible

ASC 260 requires presentation of both basic and diluted

earnings per share (“ EPS ”) on the face of the statement of operations.

Basic EPS is computed by dividing net loss

available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible

preferred stock using the if-converted method.

In computing Diluted EPS, the average stock price for the period is used in

determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

Diluted EPS excludes all

dilutive potential shares if their effect is anti-dilutive.

There were 2,650,000

options, 1,343,000

warrants and no derivative securities outstanding as of December 31, 2023.

There were 1,250,000

options, 2,000,000

warrants and no derivative securities outstanding as of December 31, 2022.

In computing Diluted EPS, the average stock price for the period is used in determining

the number of shares assumed to be purchased from the exercise of stock options or warrants.

Diluted EPS excludes all dilutive potential

shares if their effect is anti-dilutive.

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

December 31, 2024.

There were 176,667 options, 89,533 warrants, and no derivative securities outstanding as of December 31, 2023.

of Estimates and Assumptions

preparation of financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Actual results can, and in many cases will, differ from

those estimates.

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.

Value of Financial Instruments

Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB

ASC 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized

in the determination of fair value of assets and liabilities.

Approaches include, (i) the market approach (comparable market prices),

(ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity

of an asset or replacement cost).

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to

measure fair value into three broad levels.

The following is a brief description of those three levels:

Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with Financial

Accounting Standards Board (FASB) ASC 820, Fair Value Measurement (“ ASC 820 ”), which provides guidance with

respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities.

Approaches include, (i)

the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the

cost approach (cost to replace the service capacity of an asset or replacement cost).

ASC 820 utilizes a fair value hierarchy that prioritizes

the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those

three levels:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

3 unchanged sentences

Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as

valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

following tables summarize our financial instruments measured at fair value as of December 31, 2023 and 2022.

valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

following tables summarize our financial instruments measured at fair value as of December 31, 2024 and December 31, 2023.

OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE

4 unchanged sentences

Total liabilities

Fair value, net asset

Fair value, net asset (liability)

and Equipment

8 unchanged sentences

risk of business failure.

For the years ended December 31, 2023 and 2022, the Company had no significant revenue from continuing

operations which were derived from a single or a few major customers.

Black-Scholes Option Pricing Model

For the years ended December 31, 2024 and 2023, the Company had no significant revenue from continuing operations

which were derived from a single or a few major customers.

Black-Scholes

Option Pricing Model

Company uses a Black-Scholes option pricing model to determine the fair value of warrants and options issued.

Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice

of net-cash settlement or settlement in its own shares.

The Company classifies as liabilities any contracts that (i) require net-cash

settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the

Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares.

The Company accounts for its currently

issued warrants in conjunction with the Company’s common stock shares in permanent equity.

These warrants are indexed to the Company’s

stock and meet the requirements of equity classification as prescribed under ASC 815-40.

Warrants classified as equity are initially

measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as

Issued Accounting Pronouncements

3 unchanged sentences

not yet effective will not have a material effect on its financial position or results of operations 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 US GAAP.

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.

November 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-07, Improvements to Reportable Segment Disclosures (Topic

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.

December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information

about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial

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.

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

14 unchanged sentences

parties might be prevented from fully pursuing its own separate interests.

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the

preparation of financial statements is not required in those statements.

consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,

expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated

in the preparation of financial statements is not required in those statements.

The disclosures shall include:

nature of the relationship(s) involved;

a description of the transactions, including transactions to which no amounts or nominal amounts

were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding

of the effects of the transactions on the financial statements;

the dollar amounts of transactions for each of the periods for which

income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding

amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent,

the terms and manner of settlement.

Material related party transactions have been identified in Notes 3, 6 and 8 in the notes to financial

the nature of the relationship(s)

a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each

of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects

of the transactions on the financial statements;

the dollar amounts of transactions for each of the periods for which income statements

are presented and the effects of any change in the method of establishing the terms from that used in the preceding period;

due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of

Material related party transactions have been identified in Notes 3, 7 and 9 in the notes to consolidated financial statements.

Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ ASC 718 ”).

Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based

on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required

to provide services.

Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date

fair value and recognize the costs in the financial statements over the period during which employees are required to provide services.

Share-based compensation arrangements include stock options and warrants.

As such, compensation cost is

measured on the date of grant at their fair value.

Such compensation amounts, if any, are amortized over the respective vesting

periods of the option and warrant grant.

The Company follows the provisions of ASC 606.

Revenue from Contracts with Customer for recording and recognizing

revenue from customers .

Company generates our online revenue through the sale of products and services purchased by customers directly through our online platform.

Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes

revenue recognition adjustments recorded pursuant to US GAAP.

Online revenue is generated by selling directly to consumers through our

As such, compensation cost is measured on the date of grant

at their fair value.

Such compensation amounts, if any, are amortized over the respective vesting periods of the option and warrant grant.

Company follows the provisions of ASC 606.

Revenue from Contracts with Customer for recording and recognizing revenue from customers .

The Company generates our online revenue through the sale of products and services purchased by customers directly through our online

Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and

includes revenue recognition adjustments recorded pursuant to US GAAP.

Online revenue is generated by selling directly to consumers through

our websites.

Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to

13 unchanged sentences

obtains control of the products and services upon the Company’s completion of its performance obligations.

Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (“Doctegrity”) to provide online

telemedicine technology services to the Company.

The Company accounts for service revenue as a principal in the arrangement with its

Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (“ Doctegrity ”) to provide

online telemedicine technology services to the Company.

The Company accounts for service revenue as a principal in the arrangement with

its customers.

This conclusion is reached because (i) the Company determines which providers provide the consultation to the customer;

the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services;

(iii) the Company incurs costs

for consultation services even for visits that do not result in a prescription and the sale of products;

and (iv) the Company, at its

sole discretion, sets all listed prices charged on its websites for products and services.

(ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services;

(iii) the Company incurs

costs for consultation services even for visits that do not result in a prescription and the sale of products;

and (iv) the Company,

at its sole discretion, sets all listed prices charged on its websites for products and services.

Additionally,

14 unchanged sentences

transferred to the customer, in cost of revenue.

are stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out (“FIFO”) basis.

The Company writes down its

inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated

market value based upon assumptions about future demand and market conditions.

If actual market conditions are less favorable than those

projected by management, additional inventory write-downs may be required.

During the years ended December 31, 2023 and 2022, there were no inventory write-downs.

are stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out (“ FIFO ”)

The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the

cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

If actual market conditions

are less favorable than those projected by management, additional inventory write-downs may be required.

During the years ended December

31, 2024 and 2023, there were no inventory write-downs.

and Advertising

2 unchanged sentences

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

Company follows the guidance in Section 855-10-50 of FASB ASC 855, Subsequent Events , for the disclosure of subsequent

The Company will evaluate subsequent events through the date when the financial statements were issued (see Note

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

the year ended December 31, 2023, and in association with the Master Services Agreement and Statement of Work with our related party

Contracted Pharmacy, the Company prepays the related party Contracted Pharmacy as a retainer to be credited towards future product sales.

As of December 31, 2023 and 2022, the balance was $ 60,953 and $ 11,745 , respectively.

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 years ended December 31, 2023 and 2022, the Company purchased inventories related to promotional merchandise intended to be sold

As of December 31, 2023 and 2022, the inventory balance was $ 18,501 and $ 0 , respectively.

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.

6 – PROPERTY, PLANT AND EQUIPMENT

the year ended December 31, 2023, the Company acquired computers and office equipment totaling $3,519.

Depreciation for the year ended

December 31, 2023 and 2022 was $ 24,889 and $ 3,863 , respectively.

Total net property, plant and equipment was $ 96,129 and $ 117,499 , as

of December 31, 2023 and 2022, respectively.

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 below schedule shows property, plant and equipment as of:

OF PROPERTY PLANT AND EQUIPMENT

December 31, 2023

December 31, 2022

Less accumulated depreciation:

Disposed equipment

Property and equipment, net

1 unchanged sentence

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

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.

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

Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors, entered into and closed a Stock

Purchase Agreement (the “SPA”) for the purchase of 8,000,000 shares of the outstanding common stock of the Company which

were then held by AMIH, which represented 80 % of the Company’s then outstanding shares of common stock, in consideration for $ 90,000 .

Pursuant to the terms of the SPA, Cohen Enterprises also acquired the right to be repaid the $ 89,200 advanced from AMIH to the Company.

(“ 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

1 unchanged sentence

as of December 31, 2022.

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

of December 31, 2023 and 2022, respectively.

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

$ 8,232 against the related party advances, was canceled and reversed for the year ended December 31, 2023.

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

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

The advance bears no interest and is due on demand upon

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

The amount was paid in full on May

24, 2022 and the amount owed to ZipDoctor was $ 0 and $ 70 as of December 31, 2023 and 2022, respectively.

Imputed interest at eight percent

( 8 %) per annum on this advance was insignificant and therefore was not calculated, recorded or paid during the time the advance was outstanding

from December 10, 2021 to May 24, 2022.

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.

Cohen, the Company’s

Chief Executive Officer and Chairman of the Board of Directors.

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

The Company repaid the full amount of $ 37,500 on October 7, 2024 with no interest.

March 18, 2024, the Company borrowed $ 50,000 from Cohen Enterprises which is owned and controlled by Jacob D.

Cohen, the Company’s

Chief Executive Officer and Chairman of the Board of Directors.

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

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

Cohen, the Company’s

Chief Executive Officer and Chairman of the Board of Directors.

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.

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

which entity is owned by Jacob D.

Cohen, the Chairman and Chief Executive Officer of the Company (“ Cohen Enterprises ”),

to 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.

Cohen 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, Mr.

Cohen sold his note in the amount of $ 150,000 to a third party entity.

The terms of the note remain unchanged,

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

additional information on related party prepaid expenses see Note 3.

6 unchanged sentences

The outstanding balance as of December 31, 2024 and

2022 was $ 0 and 78,260 , respectively.

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.

9 – CAPITAL STOCK

Company is authorized to issue up to 10,000,000 shares of “ blank check ” preferred stock, $ 0.0001 par value.

All preferred

stock were undesignated as of December 31, 2023 and 2022.

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 ,

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.

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.

Series C Convertible Cumulative Preferred Stock

April 18, 2024, the Company designated 6,250,000

shares of a then new series of preferred stock, par value $ 0.0001

per share, the Company’s “ 6 %

Series C Convertible Cumulative Preferred Stock ” (the “ Series C Preferred Stock ”).

As of December 31,

2024 and 2023, there were 980,000

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

The Series C Preferred Stock has a stated value equal to $ 20 per share,

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

During 2024, as required under the terms of the Series C Preferred

Stock, the Company has accrued but undeclared dividends on the Series C Preferred Stock totaling $ 802,109 , which will be added to the

stated value.

April 24, 2024, the Company entered into a Patent Purchase Agreement, with Intramont Technologies, Inc.

(“ Intramont ”

and the “ IP Purchase Agreement ”).

Pursuant to the IP Purchase Agreement, the Company purchased certain patents and

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

orally transmitted diseases such as human papillomavirus (HPV), in consideration for $ 20,000,000 , which was payable to Intramont by (a)

the issuance of 980,000 shares of 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.

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

the 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.

As a result of the Amendment Letter, a total of $ 306,118 remains due to Intramont in connection with the Cash Payments

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

October 5, 2024, the Company announced that the Board of Directors approved a reverse stock split of its common stock at a ratio of 1-to-15.

The Reverse Stock Split was completed on October 16, 2024 and resulted in 32,019,354 issued and outstanding shares of common stock being

reduced to 2,134,625 shares of common stock.

Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock.

The Company issued one whole

share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split.

no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection

with any fractional shares that resulted from the Reverse Stock Split.

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

stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2023.

adjusted the number of outstanding shares of common stock on the consolidated balance sheet and in the statement of changes in stockholders’

equity for all periods presented to reflect the impacts of the Reverse Stock Split.

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

Company is authorized to issue 200,000,000 shares of common stock, par value $ 0.0001 per share, of which 3,245,641 shares were issued

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

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

(“DojoLabs”), to provide various strategic

marketing related services to the Company pursuant to a defined scope of work during the term of the agreement, which is the earlier

of a) all deliverables being received by the Company pursuant to the scope of work, or b) if terminated due to breach of the agreement

by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the

services under the agreement, the Company agreed to pay DojoLabs $ 100,000 in cash and issued DojoLabs 50,000 shares of restricted common

stock with registration rights and fully vest upon the completion of all work performed under the scope of work.

The agreement contains

customary confidentiality and non-solicitation provisions.

The shares were valued at $ 1.00 per share for a total of $ 100,000 .

January 6, 2023, we entered into a Consulting Agreement with Bethor, Ltd.

(“Bethor”), to provide strategic advisory services

to the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreement

by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the

services under the agreement, the Company issued Bethor 250,000 shares of restricted common stock with registration rights.

The agreement

contains customary confidentiality and non-solicitation provisions.

The shares were valued at $ 1.00 per share for a total of $ 250,000 .

January 6, 2023, the Company established an advisory board (the “Advisory Board”) and approved and adopted a charter (the

“Advisory Board Charter”) to govern the Advisory Board.

Pursuant to the Advisory Board Charter, the Advisory Board shall

be comprised of a minimum of two (2) members, all of whom shall be appointed and subject to removal by the Board of Directors at any

In addition to the enumerated responsibilities of the Advisory Board in the Advisory Board Charter, the primary function of the

Advisory Board is to assist the Board of Directors in its general oversight of the Company’s development of new business ventures

and strategic planning.

connection with the establishment of the Advisory Board, the Board of Directors appointed Dr.

Brian Rudman (“Dr.

Jarrett Boon (“Mr.

Boon”), both of whom are independent, non-Board members and non-Company employees, to the Advisory

Rudman will serve as Chairman of the Advisory Board.

connection with Dr.

Rudman’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Dr.

Consulting Agreement”), dated effective January 6, 2023, with Dr.

Rudman, whereby the Company agreed to issue Dr.

Rudman 25,000

shares of the Company’s restricted common stock, pay Dr.

Rudman $ 2,000 per month in cash, and reimburse Dr.

Rudman for reasonable

out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests

of the performance of his duties to the Company in service on the Advisory Board.

The shares were valued at $ 1.00 per share for a total

of $ 25,000 .

connection with Mr.

Boon’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Mr.

Consulting Agreement”), dated effective January 6, 2023, with Mr.

Boon, whereby the Company agreed to issue Mr.

Boon 25,000 shares

of the Company’s restricted common stock and to reimburse Mr.

Boon for reasonable out-of-pocket expenses, including, without limitation,

travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service

on the Advisory Board.

The shares were valued at $ 1.00 per share for a total of $ 25,000 .

January 24, 2023, we entered into Consulting Agreements with four consultants to the Company:

(1) Sultan Haroon;

(2) John Helfrich;

Justin Baker;

and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts.

Pursuant to the Consulting Agreements, the Consultants

agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter

related products during the term of the agreement, which each have a term of 18 months unless otherwise earlier terminated due to breach

of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing

to provide the services under the agreement, the Company issued an aggregate of 350,000 shares of common stock to the consultants as

(1) Sultan Haroon 150,000 shares of restricted common stock;

(2) John Helfrich 25,000 shares of restricted common stock;

Justin Baker 25,000 shares of restricted common stock;

and (4) Maja Matthews 150,000 shares of restricted common stock.

The shares issued

to Haroon and Matthews vest at the rate of 50,000 shares upon entry into the agreement, 50,000 shares upon the Company’s successful

launch of a new product category, and 50,000 shares upon the Company’s successful launch of a second and additional new product

category, in each case prior to the 18-month anniversary of the applicable agreement.

The shares issued to Helfrich and Baker vest at

the rate of 10,000 shares upon entry into the agreement, 7,500 shares upon the Company’s successful launch of a new product category,

and 7,500 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the

18-month anniversary of the applicable agreement.

Any shares not vested by the eighteen-month anniversary of the applicable agreement

are forfeited.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $ 1.00 per

share for a total of $ 350,000 .

March 22, 2023, the Company sold 1,250,000 shares of its common stock at a price of $ 4.00 per share to investors in connection with its

IPO for gross proceeds of $ 5,000,000 .

April 24, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 100,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

April 25, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 100,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

April 25, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 25,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

April 25, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 25,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

April 25, 2023, a warrant holder exercised private placement Warrants to purchase 75,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 75,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

April 26, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 100,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

May 1, 2023, a warrant holder exercised private placement Warrants to purchase 25,000 shares of common stock with an exercise price of

$ 1.00 per share in consideration for $ 25,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

and effective on May 1, 2023, the Company entered into an Employment Agreement with Mrs.

Amanda Hammer (the “Employment Agreement”).

The Employment Agreement provides for Mrs.

Hammer to serve as Chief Operating Officer of the Company for an initial three-year term extending

through May 1, 2026, provided that the agreement automatically renews for additional one-year terms thereafter in the event neither party

provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement.

The agreement provides for

Hammer to receive an annual salary of $ 150,000 per year.

The Employment Agreement also required the Company to grant Mrs.

a sign-on bonus of (a) 75,000 restricted shares of common stock of the Company, vested in full upon issuance, and (b) options to purchase

an additional 150,000 shares of common stock of the Company, under the Company’s 2022 Equity Incentive Plan (the “Plan”),

with an exercise price of the greater of (i) $1.10 per share;

and (ii) the closing sales price of the Company’s common stock on

the Nasdaq Capital Market on the date the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and

which exercise price was $ 1.00 per share, with options to purchase 50,000 shares vesting every twelve months that the Employment Agreement

is in effect, subject to the terms of the Plan.

The options are exercisable for a period of ten years and are documented by a separate

option agreement entered into by the Company and Mrs.

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

(“Redlime”) to provide software

development services during the term of the agreement, which is for twelve months.

In consideration for agreeing to provide the services

under the agreement, the Company agreed to pay Redlime $ 300,000 in cash and issue Redlime 180,000 shares of restricted common stock.

The shares were valued at $ 1.00 per share for a total of $ 180,000 .

May 25, 2023, the Board of Directors appointed Mr.

Aaron Andrew (“Mr.

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

employee, to the Advisory Board.

In connection with Mr.

Andrew’s appointment to the Advisory Board, the Company entered into an

Advisor Agreement (the “Mr.

Andrew Consulting Agreement”), dated effective May 25, 2023, with Mr.

Andrew, whereby the Company

agreed to issue Mr.

Andrew 50,000 shares of the Company’s restricted common stock under the 2022 Plan and to reimburse Mr.

for reasonable out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s

requests of the performance of his duties to the Company in service on the Advisory Board.

The shares were valued at $ 1.10 per share

for a total of $ 55,000 .

June 1, 2023, we entered into a Consulting Agreement with Major Dodge (“Major”), to provide acting and production related

services to the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of

the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing

to provide the services under the agreement, the Company issued Major 20,000 shares of restricted common stock under the 2022 Plan.

agreement contains customary confidentiality and non-solicitation provisions.

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

June 1, 2023, we entered into a Production and Broadcasting Agreement with New To The Street Group, LLC (“New To The Street”),

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

3 months unless otherwise earlier terminated.

In consideration for agreeing to provide the services under the agreement, the Company

issued New To The Street 50,000 shares of restricted common stock and agreed to pay New To The Street a monthly cash payment of $ 5,000 .

The shares were valued at $ 1.10 per share for a total of $ 55,000 .

On June 5, 2023, a warrant holder exercised private placement Warrants

to purchase 25,000 shares of common stock with an exercise price of $ 1.00 per share in consideration for $ 25,000 in cash.

The shares of

common stock issuable upon exercise of the warrants were registered under the Securities Act.

June 6, 2023, a warrant holder exercised private placement Warrants to purchase 150,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 150,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 7, 2023, a warrant holder exercised private placement Warrants to purchase 75,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 75,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 8, 2023, a warrant holder exercised private placement Warrants to purchase 24,500 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 24,500 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 21, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 100,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

June 22, 2023, a warrant holder exercised private placement Warrants to purchase 100,000

shares of common stock with an exercise price

per share in consideration for $ 100,000

The shares of common stock issuable

upon exercise of the warrants were registered under the Securities Act.

June 27, 2023, a warrant holder exercised private placement Warrants to purchase 100,000 shares of common stock with an exercise price

of $ 1.00 per share in consideration for $ 100,000 in cash.

The shares of common stock issuable upon exercise of the warrants were registered

under the Securities Act.

and outstanding at December 31, 2024, and 1,427,967 shares were issued and outstanding at December 31, 2023.

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

(“Greentree” and the “Service

(“ Greentree ” and the

“ Service Agreement ”).

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

(a) bookkeeping services for

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

(b) advice and assistance to the Company in connection with

the conversion of its financial reporting systems, including its projected financial statements, to a format that is consistent with

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

and the year ended December 31, 2023, including the structure and entries as well as assistance with US GAAP footnotes;

(d) reviewing,

and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose

of bringing such documents and systems into compliance with US GAAP or disclosures required by the SEC;

and (e) providing necessary consulting

services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its

attorneys, CPAs and transfer agent.

Since February 2015, Mr.

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

(b) advice and assistance to

the Company in connection with the conversion of its financial reporting systems, including its projected consolidated financial

statements, to a format that is consistent with US GAAP;

ended September 30, 2023, March 31, 2024, June 30, 2024 and the year ended December 31, 2023, including the structure and entries as

well as assistance with US GAAP footnotes;

(d) reviewing, and providing advice to the Company on, all documents and accounting

systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US

GAAP or disclosures required by the SEC;

and (e) providing necessary consulting services and support as a liaison for the Company to

third party service providers, including coordination amongst the Company and its attorneys, CPAs and transfer agent.

Since February

Eugene (Gene) M.

Johnston, our Chief Financial Officer (who was appointed

October 1, 2022) has served as an Audit Manager for Greentree.

Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as an Audit Manager

for Greentree.

Company agreed to issue Greentree 5,000 shares of the Company’s restricted common stock upon the parties’ entry into the

2 unchanged sentences

(b) $20,000 on or before

March 31, 2024.

We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s

activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company.

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

to certain matters.

March 31, 2024, each of which payments were timely made .

We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses

incurred in connection with Greentree’s activities under the agreement, including the reasonable fees and travel expenses for the

meetings on behalf of the Company.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify

Greentree and its affiliates with regard to certain matters.

The shares were valued at $ 16.95 per share for a total of $ 84,752 .

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

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

Pursuant to the

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

The Consulting

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

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

(“ Johnston ”) continuing his appointment as the Company’s Chief Financial Officer on a full-time basis for a

term of 12 months.

Pursuant to the Consulting Agreement, the Company issued Johnston 3,333 shares of the Company’s common stock

and agreed to pay $ 2,000 per month.

The Consulting Shares were issued under, and subject to the terms of, the Company’s 2022 Equity

Incentive Plan.

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

and consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated

due to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement, the Company

issued 200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca

$ 15,000 in cash, payable as follows:

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

In consideration for agreeing to

provide the services under the agreement, the Company issued 13,333 shares of the Company’s restricted common stock upon the parties’

entry into the agreement and to pay Luca $ 15,000 in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

(b) $5,000 on the tenth of each month throughout the

remainder of the agreement.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca

and its affiliates with regard to certain matters.

The shares were valued at $ 0.63 per share for a total of $ 126,000 .

on the tenth of each month throughout the remainder of the agreement .

The Service Agreement includes customary indemnification obligations

requiring the Company to indemnify Luca and its affiliates with regard to certain matters.

The shares were valued at $ 9.45 per share

for a total of $ 126,000 .

November 1, 2023, we entered into an Influencer Agreement with Jason Szkup (“ Scoop ”) to promote its products or services

through social media platforms and other online channels, In consideration for agreeing to provide the services under the agreement,

the Company agreed to pay Scoop $ 10,000 in cash and issue 30,000 shares.

The shares were valued at $ 0.58 per share for a total of $ 17,400 .

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

through social media platforms and other online channels.

In consideration for agreeing to provide the services under the agreement,

the Company agreed to pay Scoop $ 10,000 in cash and issue 2,000 shares of common stock.

The shares were valued at $ 8.70 per share for

a total of $ 17,400 .

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

November 1, 2023, the Board of Directors appointed Dr.

Douglas Christianson, ND (“ Dr.

Christianson”), an independent, non-Board

member and non-Company employee, to the Advisory Board.

Christianson ”), an independent,

non-Board member and non-Company employee, to the Advisory Board.

In connection with Dr.

Christianson’s appointment to the Advisory Board,

the Company entered into an Advisor Agreement (the “Dr.

Christianson’s appointment to the Advisory

Board, the Company entered into an Advisor Agreement (the “ Dr.

Christianson Consulting Agreement ”), with Dr.

Christianson, whereby

the Company agreed to issue Dr.

Christianson 50,000 shares.

The Shares shall be issued under, and subject to the terms of, the Company’s

2022 Equity Incentive Plan.

Christianson,

whereby the Company agreed to issue Dr.

Christianson 3,333 shares of common stock.

The Shares were issued under, and subject to the terms

of, the Company’s 2022 Equity Incentive Plan.

The Company will reimburse Dr.

Christianson for reasonable out-of-pocket expenses, including, without limitation,

travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service

on the Advisory Board.

Christianson for reasonable out-of-pocket expenses,

including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of

his duties to the Company in service on the Advisory Board.

The shares were valued at $ 8.70 per share for a total of $ 29,000 .

November 15, 2023, we renewed a Consulting Agreement with PHX Global, LLC (“PHX”), which is owned by Peter “Casey”

Jensen, who is a member of the Board of Directors of American International.

November 15, 2023, we renewed a Consulting Agreement with PHX Global, LLC (“ PHX ”).

Pursuant to the Consulting Agreement,

PHX agreed to provide consulting and general business advisory services as reasonably requested by the Company during the term of the

agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure

to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the services under the agreement,

the Company issued PHX 13,333 shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation

The shares were valued at $ 7.05 per share for a total of $ 94,000 .

December 11, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals (“ Marius ”) to market

and sell KYZATREX®, an innovative FDA-approved oral Testosterone Replacement Therapy (TRT) product, under the program, ‘PRIME’

by MangoRx (the “ Permitted Purpose ”).

During the term of the agreement, Marius granted to the Company a non-exclusive,

non-transferable, royalty-free license to use the Marius Marks in the United States (the “ Territory ”) for the sole

purpose of the Permitted Purpose.

The term of the initial agreement is for two years, automatically renewable for successive one-year

terms, subject to certain performance targets as agreed upon each year.

As consideration for the license the Company issued Marius 6,667

shares of the Company’s common stock (the “ Marius Shares ”).

The Marius Shares were issued to Marius upon signing

of the Agreement and were fully earned upon issuance.

The shares were valued at $ 8.70 per share for a total of $ 58,000 .

December 19, 2023, the Company sold 266,667 shares of its common stock at a price of $ 4.50 per share to investors in connection with

a follow-on offering for gross proceeds of $ 1,200,000 .

January 2, 2024, we entered into a Consulting Agreement with G&P General Consulting (“ G&P ”), Pursuant to the

Consulting Agreement, G&P agreed to provide consulting and general business advisory services as it relates to the expansion of the

Company’s products into additional international territory’s, including, but not limited to, the United Arab Emirates (UAE),

China, Japan, Korea, and in certain regions of Asia and additional services as reasonably requested by the Company during the Term of

the Agreement as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier

terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued G&P 16,667 shares of restricted common

G&P was to receive an additional 33,333 shares in 90 days, if the agreement was still in place.

The Consulting Shares were

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

The agreement contained customary confidentiality

and non-solicitation provisions.

The shares were valued at $ 4.20 per share for a total of $ 70,000 .

The Company issued G&P a total

of 33,333 additional shares and the remaining contract was terminated with no additional shares being owed to G&P.

January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC, to provide certain management and consulting services

to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due to breach of the agreement

by either party.

In consideration for agreeing to provide the services under the agreement, the Company issued 13,333 shares of the Company’s

restricted common stock upon the parties’ entry into the agreement and agreed to pay Luca $ 15,000 in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

and (b) $5,000 on the tenth of each month throughout the remainder of the agreement .

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

to certain matters.

The shares were valued at $ 4.20 per share for a total of $ 56,000 .

January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“ First Level ”), to provide certain

management and consulting services to the Company during the term of the agreement, which is for six months unless otherwise earlier

terminated due to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement,

the Company issued an initial 16,667 shares of the Company’s restricted common stock upon the parties’ entry into the agreement,

agreed to issue an additional 16,667 shares of the Company’s restricted common stock, upon the parties agreeing to continue the

agreement, before the end of the term of the agreement and to pay First Level $ 60,000 in cash, payable as follows:

(a) $60,000 on the

signing of the agreement;

and (b) $60,000 on the approval by the Company .

The Service Agreement includes customary indemnification obligations

requiring the Company to indemnify First Level and its affiliates with regard to certain matters.

The initial shares were valued at $ 4.35

per share for a total of $ 144,950 and no subsequent shares were issued.

January 18, 2024, the underwriters in the follow-on offering notified the Company that they were exercising their over-allotment option

in full to purchase an additional 40,000 shares of common stock, which sale closed on January 22, 2024.

The net proceeds to the Company

from the sale of the 40,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $ 160,000 .

Inclusive of the full exercise of the over-allotment option, a total of 306,667 shares of common stock were issued and sold in the follow-on

February 7, 2024, pursuant to the Consulting Agreement with G&P, the Company issued G&P another 16,667 shares of restricted common

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

were valued at $ 6.15 per share for a total of $ 102,500 .

The Company subsequently terminated the Consulting Agreement with G&P and

there were no additional shares owed to G&P as a result of the termination.

March 21, 2024, we entered into an Amendment to the January 10, 2024 consulting agreement with Luca, extending the agreement for

an additional six months (the “ Luca Amendment ”).

In consideration for entering into the Luca Amendment, the

Company issued 33,333

shares of the Company’s restricted common stock to Luca upon the parties’ entry into the Luca Amendment and agreed to

continue to pay Luca $ 5,000

in in cash on the tenth of each month throughout the remainder of the extended agreement.

The shares were valued at $ 2.96

per share for a total of $ 98,750 .

March 21, 2024, we entered into a Consulting Agreement with Zvonimir Moric, an individual (“ Zee ”).

the consulting agreement, Zee agreed to provide consulting and general business advisory services as it relates to making

introductions to strategic partners to expand the sales of the Company’s products and additional services as reasonably

requested by the Company during the Term of the Agreement as reasonably requested by the Company during the term of the agreement,

which is for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure

such breach 30 days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the

Company issued Zee 10,000

shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were

valued at $ 2.96

per share for a total of $ 29,625 .

On January 28, 2025, the Company assigned this agreement to Mango & Peaches Corp effective as of January

April 8, 2024, the Company entered into an Equity Purchase Agreement with the Purchaser pursuant to which the Purchaser committed to

purchase up to $ 25,000,000 of the Company’s common stock.

On April 8, 2024, the Company issued 66,667 shares of the Company’s

common stock to the Purchaser as a commitment fee.

The Commitment Shares were valued at $ 3.22 per share for a total of $ 214,900 .

April 25, 2024, the Company amended its Consulting Agreement with PHX dated November 7, 2023 whereby the Company agreed to issue PHX

an additional 13,333 shares of restricted common stock.

The additional 13,333 shares were issued under, and subject to the terms of,

the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 4.20 per share for a total of $ 56,000 .

May 21-24, 2024, a holder of Series B Preferred Stock converted a total of 355 shares of Series B Preferred Stock into 128,243 shares

of common stock, in accordance with the terms of the Series B Preferred Stock.

The shares were valued at $ 3.045 per share for a total

value of $ 390,500 .

May 21, 2024, the Company sold 16,667 shares of common stock to the Purchaser pursuant to the terms of the ELOC, at $ 7.20 per share for

a total of $ 119,750 , before fees, discounts and expenses.

May 22, 2024, the Company sold 46,667 shares of common stock to the Purchaser pursuant to the terms of the ELOC, at $ 7.20 per share for

a total of $ 337,915 , before fees, discounts and expenses.

May 23, 2024, we entered into a Consulting Agreement with Acorn Management Partners, L.L.C.

the consulting agreement, Acorn agreed to provide consulting and general business advisory services as it relates to making introductions

to strategic partners and additional services as reasonably requested by the Company during the term of the Agreement as reasonably requested

by the Company during the term of the agreement.

In consideration for agreeing to provide the services under the agreement, the Company

issued Acorn 12,821 shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $ 7.80 per share for a total of $ 100,000 .

June 5, 2024, the Board of Directors issued 83,333 shares to the certain officers, directors and employees of the Company, including

53,333 shares issued to Jacob D.

Cohen, the Company’s Chief Executive Officer and Chairman, 6,667 shares issued to Amanda Hammer,

the Company’s Chief Operating Officer, 3,333 shares to Efrain Karchmer who serves as the President of MangoRx Mexico, and 6,667

shares issued to each of the Company’s three independent directors as a bonus for services rendered for 2024.

These shares were

issued under the Company’s 2022 Equity Incentive Plan and were valued at $ 5.25 per share for a total value of $ 437,500 .

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 $ 4.15 per share.

July 22, 2024, we entered into a Consulting Agreement with John Dorsey, an individual (“ Dorsey ”).

Pursuant to the

consulting agreement, Dorsey agreed to provide certain marketing and general related services as it relates expanding the sales of the

Company’s products and additional services as reasonably requested by the Company during the Term of the Agreement, which is for

12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company agreed to pay

Dorsey $ 6,000 a month and issued Dorsey a total of 13,333 shares of common stock, which vest in accordance with the following

vesting schedule;

a) 3,333 shares vest upon the execution of the Agreement, b) 5,000 shares vest upon the three (3) month anniversary

of the Agreement, and c) 5,000 shares vest upon the six (6) month anniversary of the Agreement (the “ Dorsey Consulting Shares ”).

Any Dorsey Consulting Shares not vested as described above are to be promptly returned to the Company by the Consultant for cancellation.

The shares were valued at $ 6.31 per share for a total of $ 84,180 .

Company further agreed to issue Dorsey an additional 13,333 shares of common stock upon Dorsey assisting the Company in obtaining greater

than 3,500 subscribers for its Prime oral testosterone replacement therapy medications.

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 22, 2024, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc.

(“ Levo ”), to provide

marketing services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to

breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for

agreeing to provide the services under the agreement, the Company agreed to pay $ 6,250 in cash and issue Levo 13,000 shares of restricted

common stock under the Company’s 2022 Equity Incentive Plan, as amended (the “ 2022 Plan ”).

The shares were valued

at $ 4.35 per share for a total of $ 56,160 .

The Company also issued warrants to purchase 20,000 shares of common stock of the Company,

based on certain milestones being met.

The agreement contains customary confidentiality and non-solicitation provisions.

In accordance

with ASC 718, we have calculated the fair value to be $ 68,170 on the grant date of August 22, 2024, using the Black-Scholes Valuation

August 22, 2024, we entered into a Consulting Agreement with Veritas Consulting Group, Inc.

(“ Veritas ”), to provide

management consulting, business advisory, shareholder information and public relations services to the Company during the term of the

agreement, which is for three months unless otherwise earlier terminated due to breach of the agreement by either party and the failure

to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the services under the agreement,

the Company agreed to pay $ 7,500 in cash and issue Veritas 10,000 shares of restricted common stock under the 2022 Plan.

The shares were

valued at $ 4.35 per share for a total of $ 43,200 .

The agreement contains customary confidentiality and non-solicitation provisions.

September 10, 2024, we entered into an amended Consulting Agreement with Luca Consulting LLC, to provide management consulting services

to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to breach of the agreement

by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the

services under the agreement, the Company agreed to pay $ 5,000 in cash and issue Luca 43,333 shares of restricted common stock under

the 2022 Plan.

The shares were valued at $ 4.05 per share for a total of $ 175,500 .

The agreement contains customary confidentiality and

non-solicitation provisions.

September 10, 2024, we entered into an amended Consulting Agreement with Zvonimir Moric, to provide consulting and general business advisory

services as it relates to making introductions to strategic partners to expand the sales of the Company’s products and additional

services as reasonably requested by the Company during the term of the agreement, which is for twelve months unless otherwise earlier

terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

consideration for agreeing to provide the services under the agreement, the Company agreed to pay $ 7,500 in cash and issue Zee 13,333

shares of restricted common stock under the 2022 Plan.

The shares were valued at $ 4.05 per share for a total of $ 54,000 .

The agreement

contains customary confidentiality and non-solicitation provisions.

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.

September 27, 2024, we extended a Consulting Agreement with PHX Global, LLC.

Pursuant to the Consulting Agreement, PHX agreed to provide

consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was

for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach

for six months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach

30 days after written notice thereof.

3 unchanged sentences

were valued at $ 3.60 per share for a total of $ 48,000 .

PHX is a related party.

December 11, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals (“Marius”) to market and sell

KYZATREX®, an innovative FDA-approved oral Testosterone Replacement Therapy (TRT) product, under the program, ‘PRIME’

During the Term, Marius grants to MangoRx a non-exclusive, non-transferable, royalty-free license to use the Marius Marks

in the United States (the “Territory”) for the sole purpose of the Permitted Purpose.

The term of the initial agreement is

for two years, automatically renewable for successive one year terms, subject to certain performance targets as agreed upon each year.

As consideration for the license granted herein, MangoRx shall issue to Marius one hundred thousand ( 100,000 ) shares of the Company’s

common stock (the “Marius Shares”).

The Marius Shares shall be issued to Marius upon signing of this Agreement and shall

be deemed fully earned upon signing this Agreement.

October 1, 2024, the Company delivered an Advance Notice to Platinum Point Capital and sold Platinum Point Capital 133,334 shares of

common stock pursuant to the terms of the ELOC for $ 3.91 per share for a total of $ 521,002 , net of fees, discounts and expenses.

October 2, 2024, Platinum Point Capital converted a total of 190 shares of Series B Preferred Stock of the Company into 66,923 shares

of common stock of the Company, in accordance with the terms of the Series B Preferred Stock.

The shares were valued at $ 3.12 per share

for a total value of $ 209,000 .

October 18, 2024, Platinum Point Capital converted a total of 200 shares of Series B Preferred Stock of the Company into 93,299 shares

of common stock of the Company, in accordance with the terms of the Series B Preferred Stock.

The shares were valued at $ 2.36 per share

for a total value of $ 220,000 .

October 25, 2024, the Company delivered an Advance Notice to Platinum Point Capital and sold Platinum Point Capital 33,333 shares of

common stock pursuant to the terms of the ELOC for $ 2.36 per share for a total of $ 78,787 , net of fees, discounts and expenses.

November 11, 2024 and effective on October 1, 2024, the Company entered into a renewal of the Consulting agreement with Eugene M.

the Company’s Chief Financial Officer (the “ CFO Consulting Agreement ”) whereby Mr.

Johnston agreed to serve

as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the CFO

Consulting Agreement, which is 12 months.

As consideration for the services to be provided by Mr.

Johnston under the Consulting Agreement,

the Company agreed to pay him (a) $ 4,000 per month;

and (b) to issue him 25,000 shares of Company common stock under the Company’s

2022 Equity Incentive Plan, as amended, which shares vested upon execution of the CFO Consulting Agreement.

The shares were valued at

$ 2.47 per share for a total of $ 61,750 .

CFO Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties;

(ii) with written

notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30

or (iii) by Mr.

Johnston, at any time, for any reason.

December 2, 2024, we entered into a renewal of the service agreement with Greentree Financial Group, Inc.

(“ Greentree ”

and the “ Service Agreement ”).

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

(a) assist the Company with compliance filings for the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and one annual

report for the year ended December 31, 2024 (b) review and advise the Company on all documents and accounting systems relating to its

finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required

(c) provide necessary consulting services and support as a liaison for the Company to third-party service providers, including

coordination amongst the Company and their related attorneys, CPAs and the transfer agent;

(d) prepare and file the Company’s tax

return with the IRS for the 2024 tax year.

Company agreed to issue Greentree 40,000 shares of the Company’s restricted common stock upon the parties’ entry into the

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

(a) $20,000 on or before December 31, 2024;

(b) $20,000 on or before

March 31, 2025 .

We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s

activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company.

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

to certain matters.

The shares were valued at $ 2.50 per share for a total of $ 100,000 .

December 19, 2023 the Company sold 4,000,000 shares of its common stock at a price of $ 0.30 per share to investors in connection with

a follow on offering for gross proceeds of $ 1,200,000 .

the year ended December 31, 2022, the Company granted a total of 1,250,000

options to purchase shares of common stock of the Company, under the 2022 Plan, of which 750,000

were granted to Jacob Cohen, the Company’s CEO, and 500,000

were granted to Jonathan Arango, the Company’s then President and then COO, related to their respective employment agreement.

December 3, 2024, the Company delivered an Advance Notice to the Platinum Point Capital and sold Platinum Point Capital 54,038 shares

of common stock pursuant to the terms of the ELOC for $ 2.14 per share for a total of $ 115,763 , net of fees, discounts and expenses.

December 6, 2024, the Company delivered an Advance Notice to the Platinum Point Capital and sold Platinum Point Capital 20,962 shares

of common stock pursuant to the terms of the ELOC for $ 2.11 per share for a total of $ 44,182 , net of fees, discounts and expenses.

December 13, 2024, we entered into a Consulting Agreement with North York, Ltd.

(“ North ”), to provide consulting and

general business advisory services as it relates to making introductions to strategic partners to expand the sales of the Company’s

products and additional services as reasonably requested by the Company during the term of the agreement, which is for twelve months

unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after

written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company agreed to issue North

100,000 shares of common stock under the 2022 Plan.

The shares were valued at $ 2.61 per share for a total of $ 261,000 .

The agreement

contains customary confidentiality and non-solicitation provisions.

December 13, 2024, Board determined that it would be in the best interests of the Company and its shareholders to pay the Dividend due

to Series B Preferred Stock holders by way of the issuance of 28,067 shares of common stock of the Company, based on a per share price

of $ 2.50 , as determined in the Designation.

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

Greenfield Investments, Ltd.

(“ Greenfield ”).

Pursuant to the Greenfield Purchase Agreement, we purchased certain patents

and patent applications owned by Greenfield, related to mushroom-derived compositions and methods of treatment.

The acquired patent encompasses

nutraceutical compositions derived from functional mushrooms, including well-known varieties such as Cordyceps sinensis , Ganoderma

lucidum (Reishi), and Hericium erinaceus (Lion’s Mane).

These formulations are designed to deliver a range of health

benefits, such as enhancing immune function, boosting cognitive performance, supporting mood and mental clarity, providing adaptogenic

and antioxidant benefits, and suppressing appetite.

The patent also specifies the flexibility of the formulations, allowing for the combination

of these compounds in precise dosages to maximize synergistic effects.

(the “ Greenfield Patents ”), in consideration

for $ 1,344,150 , which was paid to Greenfield by the issuance of 515,000 shares of the Company’s common stock (the “ Stock ”).

the year ended December 31, 2022, the Company granted a total of 83,333 options to purchase shares of common stock of the Company, under

the 2022 Plan, of which 50,000 were granted to Jacob Cohen, the Company’s CEO, and 33,333 were granted to Jonathan Arango, the

Company’s then President and then COO, related to their respective employment agreement.

The options have an exercise price of

per share, an original life of five years and vest at the annual renewal of their employment over three

$ 16.50 per share, an original life of five years and vest at the annual renewal of their employment over three years .

May 1, 2023, the Company granted 10,000 options to purchase shares of common stock of the Company, under the 2022 Plan to Amanda Hammer,

6 unchanged sentences

life of five years and vested at the time of grant.

of December 31, 2023 and 2022, $ 624,463

and $ 82,267 , respectively,

has been recorded and included as stock-based compensation expense on the statement of operations for the year-ended December 31,

2023 and within general and administrative expense for year-ended December 31, 2022.

Arango (former President and

Director) and Ms.

Hammer are related parties.

following table summarizes common stock options activity:

The following table summarizes common stock options activity:

March 28, 2024, Mr.

Arango resigned from his position as President and Director of the Company.

As detailed in his employment agreement,

18,889 unvested options were forfeited upon resignation or termination of employment as an officer and director.

Arango did not exercise

his 14,444 vested options by the June 28, 2024 deadline resulting in all vested options being terminated.

July 12, 2024, the Company granted 13,333 options to purchase shares of common stock of the Company, under the 2022 Plan to Raffi Sahul,

related to his agreement to serve as manager of MangoRx IP.

The options have an exercise price of $ 5.55 per share, an original life of

three years and vested immediately.

the years ended December 31, 2024 and 2023, $ 248,682 and $ 624,463 , respectively, has been recorded and included as stock-based compensation

expense on the consolidated statement of operations.

Arango (former President and Director) and Ms.

Hammer are related

following table summarizes common stock option activity:

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

December 31, 2021

Outstanding, December 31, 2022

Exercisable, December 31, 2022

Outstanding, December 31, 2023

Exercisable, December 31, 2023

Expired / Forfeited

Outstanding, December 31, 2024

1 unchanged sentence

weighted average exercise prices, remaining lives for options granted, and exercisable as of December 31, 2024 were as follows:

SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

Outstanding Options

Exercisable Options

Price Per Share

Exercise Price

of December 31, 2023, the fair value of options outstanding was $ 573,202 .

The aggregate initial fair value of the options measured on

the grant date of August 31, 2022, May 1, 2023 and December 28, 2023 was calculated using the Black-Scholes option pricing model based

on the following assumption:

OF FAIR VALUE ASSUMPTIONS

of December 31, 2024, the fair value of exercisable options outstanding was $ 837,315 .

The aggregate initial fair value of the options

measured on the grant dates of August 31, 2022, May 1, 2023, December 28, 2023 and July 12, 2024 was calculated using the Black-Scholes

option pricing model based on the following assumption:

OF OPTIONS FAIR VALUE ASSUMPTIONS

Fair Value of common stock on measurement date

5 unchanged sentences

Expected Term

The risk-free interest

rate was determined by management using the market yield on U.S.

Treasury securities with comparable terms as of the measurement

The trading volatility

was determined by calculating the volatility of the Company’s peer group.

The Company does not expect

to pay a dividend in the foreseeable future

The Company, in accordance

with staff accounting bulletin (“SAB”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected

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

Treasury securities with comparable terms as

of the measurement date.

trading volatility was determined by calculating the volatility of the Company’s peer group.

Company does not expect to pay a dividend in the foreseeable future.

Company, in accordance with staff accounting bulletin (“ SAB ”)14-D.2, used the simplified method (plain vanilla)

to determine the overall expected term.

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

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

per unit (the “ Private Placement Warrants ”).

The warrants have a five-year term (from each closing date that units

were sold) and an exercise price of $ 15.00 per share.

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.

There were Private Placement Warrants to purchase 65,033 and 65,033 shares of

common stock outstanding as of December 31, 2024 and December 31, 2023, respectively.

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

of the underwriters named in the Underwriting Agreement for the IPO, warrants to purchase 5,833 shares of common stock with an exercise

price of $ 5.00 per share, which are exercisable six months after the effective date of the registration statement filed in connection

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

The fair value of the warrants on the grant date was

price of $ 75.00 per share, which were exercisable six months after the effective date of the registration statement filed in connection

with the IPO (March 20, 2023) and expire five years after such effectiveness date, or March 20, 2028.

The fair value of the warrants

on the grant date was $ 31,995 .

additional consideration in connection with the follow-on offering, upon the closing of the follow-on offering, we granted Boustead Securities,

LLC, the representative of the underwriters named in the Underwriting Agreement for the secondary offering, warrants to purchase 18,667

shares of common stock with an exercise price of $ 0.38 per share, which are exercisable six months after the effective date of the registration

shares of common stock with an exercise price of $ 5.70 per share, which were exercisable six months after the effective date of the registration

statement filed in connection with the follow-on offering (December 19, 2023) and expire five years after such effectiveness date.

fair value of the warrants on the grant date was $ 78,174 .

of December 31, 2023 and 2022, the fair value of warrants outstanding to investors was $ 852,480 and $ 581,264 , respectively.

Because the warrants vested immediately, the fair value was assessed on the grant date.

January 22, 2024, pursuant to an Underwriting Agreement, the Company also issued a common stock purchase warrant to the representative

of the underwriters for the purchase of 2,800 shares of its common stock at an exercise price of $ 5.63 , subject to adjustments.

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

The warrants also include customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration

of the shares underlying the warrants.

The warrants and the shares of common stock underlying the warrants were registered as a part

of the follow-on registration statement.

The fair value of the warrants on the grant date was $ 12,086 .

April 4, 2024, pursuant to the SPA with the Purchaser, the Company issued a common stock purchase warrant for the purchase of 220,000

shares of its common stock at an exercise price of $ 3.90 per share to the Purchaser.

The warrant is exercisable at any time and from

time to time, in whole or in part, until April 4, 2029.

The fair value of the warrant on the grant date was $ 681,352 .

June 28, 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 66,667 shares

of its common stock at an exercise price of $ 7.50 per share to the Purchaser.

The warrant is exercisable at any time and from time to

time, in whole or in part, until June 28, 2029.

The fair value of the warrant on the grant date was $ 260,750 .

June 28 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 33,333 shares

of its common stock at an exercise price of $ 15.00 per share to the Purchaser.

The warrant is exercisable at any time and from time to

time, in whole or in part, until June 28, 2029.

The fair value of the warrant on the grant date was $ 122,341 .

August 22, 2024, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc.

(“ Levo ”), to provide

marketing services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to

breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for

agreeing to provide the services under the agreement, the Company agreed to pay $ 6,250 in cash and issue Levo 13,000 shares of restricted

common stock under the 2022 Plan.

The shares were valued at $ 4.35 per share for a total of $ 56,160 .

The Company also agreed to issue

warrants to purchase 20,000 shares of common stock of the Company, based on certain milestones being met.

The warrants will expire three

years from the date of milestone being reached.

The agreement contains customary confidentiality and non-solicitation provisions.

of the milestones had been met as of December 31, 2024.

In accordance with ASC 718, we have calculated the fair value to be $ 68,170 on

the grant date of August 22, 2024, using the Black-Scholes Valuation Model.

As of the date of this Report, no milestones have been met

and therefore no warrants have been issued to Levo pursuant to the agreement.

December 18 - 31, 2024, pursuant to the December 18, 2024 SPA, the Company issued a common stock purchase warrant for the purchase of

528,000 shares of its common stock at a weighted average exercise price of $ 2.62 per share to the Purchaser.

The warrant is exercisable

at any time and from time to time, in whole or in part, until December 18 -31, 2029.

The fair value of the warrant on the grant date

was $ 1,159,822 .

of December 31, 2024 and December 31, 2023, the fair value of warrants outstanding was $ 2,895,787 and $ 852,480 , respectively.

the warrants vested immediately, the fair value was assessed on the grant date.

following table summarizes common stock warrants activity:

OF WARRANT ACTIVITY

OF COMMON STOCK WARRANT ACTIVITY

Exercise Price

2 unchanged sentences

Exercisable, December 31, 2023

( 1,024,500 )

Outstanding, December 31, 2024

1 unchanged sentence

weighted average exercise prices, remaining lives for warrants granted, and exercisable as of December 31, 2024, were as follows:

SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE

Outstanding and Vested Warrants

Weighted Average Warrant

Exercise Price Per Share

of December 31, 2023, warrants to purchase 1,063,000 shares of common stock are outstanding and vested, and the vested stock warrants

have a weighted average remaining life of 3.83 years.

OF FAIR VALUE ASSUMPTIONS

Weighted Average

Exercise Price

of December 31, 2024, warrants to purchase 940,333 shares of common stock are outstanding and vested, and the vested stock warrants have

a weighted average remaining life of 4.46 years.

OF WARRANTS FAIR VALUE ASSUMPTIONS

Fair Value of common stock on measurement date

5 unchanged sentences

Expected Term

The risk-free interest

rate was determined by management using the market yield on U.S.

Treasury securities with comparable terms as of the measurement

The trading volatility

was determined by calculating the volatility of the Company’s peer group.

The Company does not expect

to pay a dividend in the foreseeable future.

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

Treasury securities with comparable terms as

of the measurement date.

trading volatility was determined by calculating the volatility of the Company’s peer group.

Company does not expect to pay a dividend in the foreseeable future.

10 – GOING CONCERN

financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization

of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying

financials, the Company had a net loss of $ 9,212,417 for the year ended December 31, 2023 and an accumulated deficit of $ 11,228,173 as

of December 31, 2023.

The Company will need to raise additional capital to successfully execute its business plan of which there can

be no assurance.

The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable

terms, if at all, and may, if sold, cause significant dilution to existing shareholders.

If we are unable to access additional capital

moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity, or force us to

abandon our business plan.

These factors raise substantial doubt about the ability of the Company to continue as a going concern.

management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during

the next 12 months.

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

consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the

realization of assets and the discharge of liabilities in the normal course of business for the next twelve months.

As reflected in the

accompanying consolidated financials, the Company had a net loss of $ 8,707,226 for the year ended December 31, 2024 and an accumulated

deficit of $ 20,806,595 as of December 31, 2024.

The Company will need to raise additional capital to successfully execute its business

plan of which there can be no assurance.

The sources of this capital are expected to be the sale of equity and debt, which may not be

available on favorable terms, if at all, and may, if sold, cause significant dilution to existing shareholders.

If we are unable to access

additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity,

or force us to abandon our business plan.

These factors raise substantial doubt about the ability of the Company to continue as a going

Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements

during the 12 months from date of issuance of this filing.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

11 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

its business.

The Company is not currently subject to any such litigation.

October 31, 2024, Eli Lilly and Company (“ Eli Lily ”) filed a complaint against us in the Northern District of Texas

Dallas Division.

The complaint alleges causes of action against us for false and misleading advertising and promotion in violation of

Section 43(a)(1)(B) of the Lanham Act;

and false advertising, in connection with the Company’s TRIM product, and seeks (a) a declaratory

judgment, an injunction from falsely stating or suggesting that our oral dissolvable tirzepatide tablets are approved by the FDA, have

been the subject of clinical studies, or achieve certain therapeutic outcomes;

engaging in any unfair competition with Eli Lilly;

engaging in any deceptive or unfair acts;

(b) an order requiring the Company and its officers, agents, servants, employees, and attorneys

and all persons acting in concert or participation with any of them, to engage in corrective advertising by informing consumers that:

our oral dissolvable tirzepatide tablets do not contain the same formulation as MOUNJARO® or ZEPBOUND®;

our oral dissolvable

tirzepatide tablets do not contain the same dosage as MOUNJARO® or ZEPBOUND®;

our oral dissolvable tirzepatide tablets are

not and have never been approved by FDA;

our oral dissolvable tirzepatide tablets have never been studied in clinical trials;

our oral dissolvable tirzepatide tablets have never been demonstrated to be safe or effective;

to file with the court and serve on Eli Lilly’s attorneys, thirty (30) days after the date of entry of any injunction, a report

in writing and under oath setting forth in detail the manner and form in which it has complied with the court’s injunction;

an order requiring the Company to account for and pay to Eli Lilly any and all profits arising from the foregoing acts of alleged false

(f) an order requiring the Company to pay Eli Lilly compensatory damages in an amount as of yet undetermined caused by the

false advertising and trebling such compensatory damages for payment to Lilly in accordance with 15 U.S.C.

§ 1117 and other applicable

(f) an order requiring the Company to pay Eli Lilly all types of monetary remedies available under Texas state law in amounts as

of yet undetermined caused by the foregoing acts of unfair competition;

(g) pre-judgment and post-judgment interest on all damages;

(h) attorney’s fees.

discussed above, the initial Complaint asserted two claims:

(i) false advertising under the federal Lanham Act;

and (ii) common law deceptive

The Company moved to dismiss the second claim, arguing that Texas does not recognize such a claim.

Thereafter on January

30, 2025, Eli Lilly responded by filing an amended complaint wherein it removed the 2 nd cause of action.

On February 24, 2025, the Company filed its response along with its affirmative defenses and concluding with a motion to dismiss.

the complaint was filed, management responded by making changes to the Company’s website;

specifically, removing the allegedly

offending references to FDA studies.

The product is no longer identified on the MangoRx website, the product cannot be purchased and

no sales have been made.

The Company, by and through counsel, has been attempting to resolve the matter, but intends to vigorously defend

the matter if an early resolution is not reached.

impact and outcome of litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from

time to time that may harm our business.

The above claims and others, even if lacking merit, could result in the expenditure by us of

significant financial and managerial resources.

We may become involved in additional material legal proceedings in the future.

Company has a lease for an office in Dallas, Texas classified as operating leases under ASC 842.

September 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway,

(the “Landlord”) to lease and occupy approximately 2,201 square feet of office space located at 15110 Dallas Parkway,

Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “ Lease Agreement ”).

Agreement has a term of thirty-eight ( 38 ) months and has a monthly base rent of $ 5,777.63 , or $31.50 per square foot, the from months

3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (the “ Base Rent ”).

(the “ Landlord ”) to lease and occupy approximately 2,201 square feet of office space located at 15110 Dallas

Parkway, Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “ Lease Agreement ”).

The Lease Agreement has a term of thirty-eight ( 38 ) months and has a monthly base rent of $ 5,777.63 , or $31.50 per square foot, from

months 3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (the “ Base Rent ”).

In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments,

5 unchanged sentences

The Company used an estimated incremental borrowing rate of 8 % to estimate the present value of the right-of-use liability.

Company has right-of-use assets of $ 119,262

and operating lease liabilities of $ 128,679

as of December 31, 2023.

Company has right-of-use assets of $ 59,493 and operating lease liabilities of $ 64,962 as of December 31, 2024.

Operating lease expense

for the year ended December 31, 2023 was $ 65,274 .

The Company has recorded $ 0 in

impairment charges related to right-of-use assets during the year ended December 31, 2023.

OF MATURITY OF LEASE LIABILITIES

for the year ended December 31, 2024 was $ 68,422 , The Company has recorded $ 0 in impairment charges related to right-of-use assets during

the year ended December 31, 2024.

SCHEDULE OF MATURITY OF LEASE LIABILITIES

Maturity of Lease Liabilities at December 31, 2024

5 unchanged sentences

enacted the Tax Cuts and Jobs Act (the “ Act ”), which significantly changed U.S.

Act lowered the Company’s U.S.

statutory federal income tax rate from 35 % to 21 % effective January 1, 2018, while also imposing

a deemed repatriation tax on previously deferred foreign income.

Act also created a new minimum tax on certain future foreign earnings.

The impact of the Act increased the Company’s deferred tax

asset related to the Company’s net operating loss by approximately $ 9,212,417 and increased the Company’s valuation allowance

by approximately $ 9,212,417 resulting in no impact to the Company’s financials.

The Act lowered the Company’s U.S.

statutory federal income tax rate from 35 %

effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income.

The Act also created

a new minimum tax on certain future foreign earnings.

record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of

12 unchanged sentences

OF DEFERRED TAX ASSET

Year Ending December 31, 2023

Year Ending December 31, 2022

Deferred Tax Asset

For the years ended December 31,

Provision for income taxes

December 31,2024

December 31,2023

Deferred tax assets:

Net operating loss carryforwards

Stock Based Compensation

Amortization of intangible assets

Total deferred tax assets

valuation allowance

1 unchanged sentence

( 2,205,774 )

Net Deferred Tax Asset

Deferred tax assets, net

December 31, 2024

December 31, 2023

Income tax payable

OF INCOME TAX EXPENSE

the years ended

(loss) before income taxes

$ ( 8,707,226 )

$ ( 9,212,417 )

Fed Income Tax rate

taxes computed at Fed Income Tax rate

( 1,828,517 )

( 1,934,608 )

effect of income that is not taxable

effect of expenses that are not deductible *

in valuation allowance

* Expenses that are not deductible mainly consist of share issuance-related fees which are

non-deductible for income tax purposes.

13 – SUBSEQUENT EVENTS

January 2, 2024, we entered into a Consulting Agreement with G&P General Consulting (“G&P”), Pursuant to the Consulting

Agreement, G&P agreed to provide consulting and general business advisory services as it relates to the expansion of the Company’s

products into additional international territory’s, including, but not limited to, the United Arab Emirates (UAE), China, Japan,

Korea, and in certain regions of Asia and additional services as reasonably requested by the Company during the Term of this Agreement

as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated

due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof.

In consideration

for agreeing to provide the services under the agreement, the Company issued G&P 250,000 shares of restricted common stock.

will receive an additional 500,000 shares in 90 days, if the agreement is still in place.

The Consulting Shares shall be issued under,

and subject to the terms of, the Company’s 2022 Equity Incentive Plan.

The agreement contains customary confidentiality and non-solicitation

The shares were valued at $ 0.28 per share for a total of $ 70,000 .

January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management and

consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due

to breach of the agreement by either party.

Company evaluates events that have occurred after the consolidated balance sheet date but before the consolidated financial statements

Based on the evaluation, the Company identified the following subsequent events:

B Preferred Stock Sales

on January 3rd and 6t h , 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, 300

shares of Series B Preferred Stock for $ 300,000 ,

and warrants to purchase 396,000

shares of common stock with an exercise price

shares of Series B Preferred Stock for $ 500,000 ,

and warrants to purchase 660,000

shares of common stock with an exercise price

shares of Series B Preferred Stock for $ 50,000 ,

and warrants to purchase 66,000

shares of common stock with an exercise price

per share, respectively.

Each of the 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.

& Peaches Series A Preferred Stock Designation

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.

Conversion Agreement

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 .

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.

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, effective upon the date of the Debt Conversion Agreement.

Isaac Consulting Agreement

connection with the appointment of Mr.

Antonios Isaac as a member of the Board of Directors of the Company and as President of the Company,

the Company entered into a Consulting Agreement with Mr.

Isaac on January 15, 2025 (the “ Isaac Consulting Agreement ”).

Pursuant to the Isaac Consulting Agreement, Mr.

Isaac agreed to serve as the President of the Company and to provide services to the

Company as reasonably requested during the term of the Isaac Consulting Agreement, which is 12 months.

As consideration for the services

to be provided by Mr.

Isaac under the Isaac Consulting Agreement, the Company agreed to pay him $ 10,000 per month.

Pursuant to the Isaac

Consulting Agreement, we agreed to reimburse Mr.

Isaac’s expenses, subject to pre-approval for any expense greater than $ 500 .

Amendment to Payment Plan Letter Agreement

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.

of Epiq Script Agreements

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 Corp., the Company’s current

wholly-owned subsidiary (“ M&P ”)(provided that the Company has agreed to issue Mr.

Cohen (a) 1,700,000 shares of

the common stock of M&P (representing 25.4% of M&P’s outstanding shares of common stock);

and (b) 100 shares of Series

A Super Majority Voting Preferred Stock of M&P, which will have the right to vote fifty-one percent (51%) of the total vote on all

M&P 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 M&P, M&P 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 M&P for any liability under such agreements

prior to the assignment date and M&P agreed to indemnify us against any liability under such agreements after the assignment date.

Global Practice Management Service Agreement

January 28, 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 an LT Global Practice Management Service Agreement

(the “ LT Service Agreement ”) with LT Global Practice Management (“ LT Global ”), which entity is

owned by the wife of Mr.

Pursuant to the agreement, LT Global agreed to provide us virtual professionals at the rate of between

$ 1,800 to $ 3,500 on a full-time basis per virtual professional.

The agreement has a term beginning on January 15, 2025, and continuing

until either party provides the other at least 30 days prior written notice.

The agreement includes customary confidentiality requirements

of the parties, indemnification requirements, and other provisions.

Distribution Agreement

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

Pursuant to the MDA, the Company will license certain intellectual property and patent rights from Propre relating to clinically proven,

plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed

under the brand Dermytol®.

agreed pursuant to the MDA to pay Propre 650,000 shares of the Company’s restricted common stock (the “ Propre Shares ”)

and 1 % of the gross sales revenue we generate during the term of the MDA.

The MDA has a term of three years, renewable thereafter for

up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to

the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority

interest in the Company during the term and either party may terminate the agreement if the other party breaches the MDA and fails to

cure such breach within 90 days or becomes insolvent.

The 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 MDA.

Placement of Common Stock

February 3, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 70,000

shares of common stock of the Company’s restricted common stock from the Company for a total of $ 105,000 ,

The Subscription Agreement included customary representations and warranties of the Purchaser and the Company.

February 7, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 155,555

shares of common stock of the Company’s restricted common stock from the Company for a total of $ 350,000

The Subscription Agreement included customary representations and warranties of the Purchaser and the

Amendment Agreement

and effective on February 6, 2025, the Company, with the approval of the Board of Directors of the Company, with the recommendation of

the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with Amanda Hammer, the

Company’s Chief Operating Officer (the “ Hammer Amendment ”).

to the Hammer Amendment, Ms.

Hammer’s role with the Company was expanded to include serving as Chief Operating Officer of Mango

& Peaches Corp.;

certain provisions of the employment agreement relating to the Company were amended to include both the Company

Hammer’s compensation was increased to $ 180,000 per year, effective February 1, 2025;

and the Company agreed to

Hammer a cash bonus of $ 15,000 within 30 days of the effective date of the Hammer Amendment.

Purchase Agreement Modification

February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the 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, a total of $ 306,118 remains due to Intramont in connection with the Cash Payments as of the date of

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

February 10, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to

the exercise of warrants to purchase 140,000 shares of common stock with an exercise price of $ 1.50 per share.

The Company received the

$ 210,000 aggregate exercise price and issued 140,000 shares of common stock to the prior holder on February 11, 2025.

February 11, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to

the exercise of warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.50 per share.

The Company received the

$ 150,000 aggregate exercise price and issued 100,000 shares of common stock to the prior holder on February 12, 2025.

February 14, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to

the exercise of warrants to purchase 800,000 shares of common stock with an exercise price of $ 1.50 per share.

The Company received the

$ 120,000 aggregate exercise price and issued 80,000 shares of common stock to the prior holder on February 14, 2025.

B Preferred Stock Conversions

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.

Consulting Agreements

January 15, 2025, we entered into a Consulting Agreement with 2 B MD (“ 2 B MD ”), whereby 2 B MD agreed to provide

general marketing and design related services as reasonably requested by the Company during the term of the agreement, which was for 12

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued 2 B

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 2.55

per share for a total of $ 38,250 .

January 15, 2025, we entered into a Consulting Agreement with Alicia Stathopoulos (“ Alicia ”), whereby Alicia

agreed to provide general marketing and design related services as reasonably requested by the Company during the term of the

agreement, which was for 12

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued

200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca $ 15,000

in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

(b) $5,000 on the tenth of each month throughout the remainder

of the agreement.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its

affiliates with regard to certain matters.

The shares were valued at $ 0.28 per share for a total of $ 56,000 .

January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“First Level”), to provide certain management

and consulting services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated

due to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement, the Company

issued an initial 250,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement, an

additional 250,000 shares of the Company’s restricted common stock before the end of the term of the agreement and to pay First

Level $ 60,000 in cash, payable as follows:

(a) $60,000 on the signing of the agreement;

(b) $60,000 on the approval by the Company.

Service Agreement includes customary indemnification obligations requiring the Company to indemnify First Level and its affiliates with

regard to certain matters.

The initial shares were valued at $ 0.28 per share for a total of $ 70,000 .

January 18, 2024, the Underwriters in the follow-on offering notified the Company that they were exercising their over-allotment option

in full to purchase an additional 600,000 shares of common stock, which sale closed on January 22, 2024.

The net proceeds to the Company

from the sale of the 600,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $ 160,000 .

Inclusive of the full exercise of the over-allotment option, a total of 4,600,000 shares of common stock were issued and sold in the

follow-on offering.

January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to the Representative

for the purchase of 42,000 shares of its common stock at an exercise price of $ 0.375 , subject to adjustments (the “ Warrant ”).

The Warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a

cashless basis.

The Warrant also includes customary anti-dilution provisions and immediate piggyback registration rights with respect

to the registration of the shares underlying the Warrant.

The Warrant and the shares of common stock underlying the Warrant were registered

as a part of the follow-on registration statement.

On March 21, 2024, we entered into Amendment to the

of January 10, 2024 consulting agreement with Luca extending the agreement for an additional 6 months (the “Luca Amendment”).

In consideration for entering into the Luca Amendment, the Company issued 500,000 shares of the Company’s restricted common stock

upon the parties’ entry into the Luca Amendment and agreed to continue to pay Luca $ 5,000 in in cash on the tenth of each month

throughout the remainder of the agreement.

The shares were valued at $ 0.1975 per share for a total of $ 98,750 .

On March 21, 2024, we entered into a Consulting Agreement

with Zvonimir Moric (the “Zee”).

Pursuant to the consulting agreement, Zee agreed to provide consulting and general business

advisory services as it relates to making introductions to strategic partners to expand the sales of the Company’s products and

additional services as reasonably requested by the Company during the Term of this Agreement as reasonably requested by the Company during

the term of the agreement, which is for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party,

and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide the services under

the agreement, the Company issued Zee 150,000 shares of restricted common stock.

The Consulting Shares were issued under, and subject

to the terms of, the Company’s 2022 Equity Incentive Plan.

The agreement contains customary confidentiality and non-solicitation

The shares were valued at $ 0.1975 per share for a total of $ 29,625 .

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

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

March 18, 2024, the Company borrowed $ 50,000 from Cohen Enterprises, Inc.

, which is owned and controlled by Jacob D.

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

March 25, 2024, at a Special Meeting of the stockholders of the Company, the

stockholders of the Company approved a First Amendment to the Mangoceuticals, Inc.

2022 Equity Incentive Plan (“ First Amendment ”

and the Mangoceuticals, Inc.

2022 Equity Incentive Plan, as amended by the First Amendment, the “ 2022 Plan ”).

First Amendment was originally approved by the Board of Directors of the Company on February 26, 2024, subject to stockholder approval

and the First Amendment became effective at the time of stockholder approval.

The First Amendment increased the number of shares of common

stock available for awards under the Incentive Plan, such that currently, subject to adjustment in connection with the payment of a stock

dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s

common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2022 Plan is currently

the sum of (i) 10,000,000 , and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1,

2024 and ending on (and including) April 1, 2032, in an amount equal to the lesser of (x) ten percent (10%) of the total shares of common

stock of the Company outstanding on the last day of the immediately preceding fiscal year;

Alicia 15,000

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 2.55

per share for a total of $ 38,250 .

January 15, 2025, we entered into a Consulting Agreement with Victoria Valentine (“ Victoria ”), whereby Victoria agreed

to provide general marketing and design related services as reasonably requested by the Company during the term of the agreement,

which was for 12

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Victoria 15,000

shares common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 2.55

per share for a total of $ 38,250 .

January 15, 2025, we entered into a Consulting Agreement with Safaya Investment In Commercial Enterprises & Management Co.

(“ Safaya ”), whereby Safaya agreed to provide general consulting services as reasonably requested by the

Company during the term of the agreement, which was for 12

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Safaya 50,000

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 2.55

per share for a total of $ 127,500 .

January 15, 2025, we amended our Consulting Agreement with North York, Ltd.

(“ North ”), to include additional

services related to identifying various business opportunities and strategic partnerships as reasonably requested by the Company

during the term of the agreement.

In consideration for agreeing to provide the additional services, the Company agreed to issue

North an additional 125,000

shares of common stock (for a total of 225,000

shares of common stock) under the 2022 Plan.

The additional shares were valued at $ 2.55

per share for a total of $ 318,750 .

February 7, 2025, we entered into a Consulting Agreement with Spartan Crest Capital Corp.

(“ Spartan ”), whereby Spartan agreed

to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Spartan 20,000

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 4.25

per share for a total of $ 85,000 .

February 7, 2025, we entered into a Consulting Agreement with Sendero Holdings, Ltd.

(“ Sendero ”), whereby Sendero agreed

to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Spartan 72,000

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 4.25

per share for a total of $ 306,000 .

February 7, 2025, we entered into a Consulting Agreement with Pat Ceci (“ Ceci ”), whereby Ceci agreed to

provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which was

months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30

days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Ceci 10,000

shares of common stock under the Company’s 2022 Equity Incentive Plan.

The shares were valued at $ 4.25

per share for a total of $ 42,500 .

February 19, 2025, the Company entered into a Consulting Agreement with 6330 Investment & Consulting Gmbh

(“ 6330 Consulting ”), to provide certain strategic business advisory services related to making certain

introductions of strategic partners and potential acquisition opportunities to the Company, and as reasonably requested by the

Company during the term of the Agreement, which is for 12 months, unless otherwise earlier terminated due to breach of the agreement

by either party, and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing to provide

the services under the agreement, the Company agreed to issue 6330 Consulting 200,000

shares of common stock of the Company’s restricted common stock upon the parties’ entry into the agreement.

agreement contains customary confidentiality and non-solicitation provisions.

The shares were exempt from registration pursuant to

Section 4(a)(2) and/or Rule 506 of the Securities Act.

Amendment to 2022 Equity Incentive Plan

March 17, 2025, at a Special Meeting of the stockholders of the Company ,

the stockholders of the Company approved a Second Amendment to the Mangoceuticals, Inc.

2022 Equity Incentive Plan (“ Second

Amendment ” and the Amended and Restated Mangoceuticals, Inc.

2022 Equity Incentive Plan, as amended by the Second Amendment,

the “ 2022 Plan ”).

The Second Amendment was originally approved by the Board of Directors of the Company on February

15, 2025, subject to stockholder approval and the Second Amendment became effective at the time of stockholder approval.

2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by

federal or state securities laws, to receive (i) incentive stock options (to eligible employees only);

(ii) nonqualified stock options;

(iii) stock appreciation rights;

(iv) restricted stock awards;

(v) restricted stock units;

(vi) shares in performance of services;

other awards of equity or equity based compensation;

or (viii) any combination of the foregoing.

In making such determinations, the Board

or Compensation Committee may take into account the nature of the services rendered by such person, his or her present and potential

contribution to the Company’s success, and such other factors as the Board or Compensation Committee, in its discretion shall deem

to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common

stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which

may be issued pursuant to awards under the 2022 Plan is currently the sum of (i) 10,000,000, and (ii) an automatic increase on April

1st of each year for a period of six years commencing on April 1, 2026 and ending on (and including) April 1, 2032, in an amount equal

to the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately

preceding fiscal year;

and (y) 2,000,000 shares of common stock;

provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser

number of shares of common stock.

This is also known as an “evergreen” provision.

Notwithstanding the foregoing, no more

than a total of 26,000,000 shares of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more

than 26,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options .

at the Special Meeting, the stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation,

as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of our common stock, par value $ 0.0001

per share, by a ratio of between one-for-two to one-for-fifty inclusive, with the exact ratio to be set at a whole number to be determined

by the Company’s Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the

amendment and prior to March 25, 2025.

No formal determination has been made by the Board of Directors of the Company regarding the reverse

stock split ratio, whether or not to move forward with a reverse stock split, or the timing thereof.

provided, however, that the Board may act prior to April 1st of a given

year to provide that the increase for such year will be a lesser number of shares of common stock.

This is also known as an “evergreen”

Notwithstanding the foregoing, no more than a total of 26,000,000 shares of common stock (or awards) may be issued or granted

under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common stock may be issued pursuant to the exercise of Incentive

Stock Options.

to Series B Convertible Preferred Stock Designation

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 ”);

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 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 ”).

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data