Mangoceuticals(MGRX) - 2025 Q2 - Quarterly Report

Cautionary Statement Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to various known and unknown risks and uncertainties - This report contains forward-looking statements based on current expectations, estimates, forecasts, and projections, which are subject to known and unknown risks and uncertainties[9] - Key risk factors include changing inflation and interest rates, geopolitical conflicts, intellectual property protection, funding availability, brand maintenance, cybersecurity, operational expansion, regulatory compliance, shipping delays, competition, third-party dependencies, product safety, and stock price volatility[10][11][16][17][18][19][20] Additional Information This section clarifies company references and trademark ownership within the report - References to 'we,' 'us,' 'our,' 'our company,' and 'MangoRx' in this report refer to Mangoceuticals, Inc. The MangoRx design logo and other trademarks are property of Mangoceuticals, Inc[22] Reverse Stock Split This section details the 1-for-15 reverse stock split and concerns regarding potential stock manipulation - On October 7, 2024, the Board of Directors approved a 1-for-15 reverse stock split, effective October 16, 2024[25][27] Impact of Reverse Stock Split | Metric | Before Split | After Split (Approx.) | | :-------------------------------- | :----------- | :-------------------- | | Ratio | - | 1-for-15 | | Total Outstanding Common Shares | 35.5 million | 2.4 million | | Fractional Shares | Rounded up | No cash in lieu | | Equity Awards & Warrants | Proportionately adjusted | Exercise price increased inversely | - The Company is investigating highly irregular trading patterns and an unprecedented increase in shareholder accounts following the reverse stock split, raising concerns about potential stock manipulation[29] PART I – FINANCIAL INFORMATION This section presents Mangoceuticals, Inc.'s condensed consolidated financial statements for the periods ended June 30, 2025, and 2024, along with management's discussion and analysis of financial condition and results of operations, disclosures about market risk, and controls and procedures Item 1. Financial Statements This section provides the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), changes in stockholders' equity (deficit), and cash flows, accompanied by detailed notes explaining the company's organization, significant accounting policies, and specific financial line items Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited) | ASSETS (in $) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Cash and cash equivalents | 101,019 | 58,653 | | Total Current Assets | 117,961 | 75,595 | | Intangible assets - acquired patents and license, net | 20,694,893 | 15,232,617 | | Total Assets | 20,842,828 | 15,370,511 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in $) | | | | Total Current Liabilities | 1,600,945 | 1,425,463 | | Total Liabilities | 1,600,945 | 1,425,463 | | Total Stockholders' Equity | 19,243,064 | 13,946,129 | | Total Liabilities and Stockholders' Equity | 20,842,828 | 15,370,511 | Condensed Consolidated Statements of Operations This section details the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Operations (Unaudited) | Metric (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | 168,109 | 163,163 | 277,415 | 377,258 | | Gross profit | 89,948 | 69,792 | 152,012 | 217,190 | | Total operating expenses | 5,358,443 | 2,238,433 | 10,273,696 | 4,753,448 | | Loss from operations | (5,268,495) | (2,168,641) | (10,121,684) | (4,536,258) | | Net loss | (5,415,820) | (2,391,319) | (10,255,309) | (4,758,936) | | Basic and diluted loss per share | (0.57) | (1.37) | (1.60) | (2.90) | - Net loss for the three months ended June 30, 2025, increased by $3,024,501 compared to the same period in 2024, primarily due to increased general and administrative expenses related to intellectual property acquisitions and master distribution agreements[439] - Net loss for the six months ended June 30, 2025, increased by $5,496,373 compared to the same period in 2024, driven by decreased revenue and higher general and administrative expenses related to IP acquisitions and distribution agreements[451] Condensed Consolidated Statements of Comprehensive Income (Loss) This section presents the company's comprehensive loss, detailing net loss and foreign currency adjustments for the periods ended June 30, 2025, and 2024 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | Metric (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | (5,415,820) | (2,391,319) | (10,255,309) | (4,758,936) | | Foreign currency translation adjustments | 187 | (1,096) | 7,811 | (1,166) | | Comprehensive loss | (5,415,633) | (2,392,415) | (10,247,498) | (4,760,102) | Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) This section outlines changes in the company's stockholders' equity and accumulated deficit from December 31, 2024, to June 30, 2025 - Total stockholders' equity increased from $13,945,048 as of December 31, 2024, to $19,241,883 as of June 30, 2025[35][46] - Additional paid-in capital increased significantly from $35,587,858 to $50,794,020, reflecting various equity issuances[35][46] - The accumulated deficit grew from $(20,806,595) to $(31,649,804) due to ongoing net losses[35][46] Condensed Consolidated Statements of Cash Flows This section presents the company's cash flow activities from operating, investing, and financing for the six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity (in $) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | (3,531,230) | (2,568,367) | | Net cash provided by (used in) investing activities | - | 65,000 | | Net cash provided by financing activities | 3,565,785 | 2,255,770 | | Net increase (decrease) in cash and cash equivalents | 34,555 | (247,597) | | Cash and cash equivalents, end of period | 101,019 | 490,243 | - Net cash used in operating activities increased to $3,531,230 for the six months ended June 30, 2025, primarily due to the net loss, partially offset by non-cash expenses like common stock issued for services and amortization[461] - Net cash provided by financing activities significantly increased to $3,565,785 for the six months ended June 30, 2025, driven by proceeds from subscriptions receivable, sales of preferred and common stock, warrant exercises, and notes payable[464] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS This note describes Mangoceuticals, Inc.'s business, product offerings, recent corporate actions, and subsidiary reorganization - Mangoceuticals, Inc. focuses on men's wellness products and services via a telemedicine platform, including compounded products for ED ('Mango'), hair loss ('Grow'), hormone balance ('Mojo'), and weight management ('Slim'), and the FDA-approved oral testosterone replacement therapy 'Prime' (Kyzatrex®)[51][52] - The company is conducting Phase II clinical trials for patented respiratory illness prevention technology and preparing to launch plant-based skincare formulations under the Dermytol® brand in Q3 2025[53][54] - A 1-for-15 reverse stock split was effected on October 16, 2024, and the company acquired patents related to mushroom-derived compositions (Greenfield Patents) and infections prevention (Intramont IP)[57][90][94] - The company underwent a subsidiary reorganization in December 2024, contributing assets to Mango & Peaches Corp., and subsequently issued M&P Stock to CEO Jacob Cohen, giving him 75.2% voting control over Mango & Peaches[110][98][99] NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the company's key accounting principles, including revenue recognition, intangible asset amortization, and warrant valuation - The company operates as a single segment, with all assets primarily located in the United States and Mexico[115] - Intangible assets, including acquired patents and master distribution agreements, are amortized on a straight-line basis over their estimated useful lives (14-17 years for patents, 3 years for distribution agreements)[119][124][128] Intangible Assets Carrying Amount (June 30, 2025) | Asset Type | Gross Carrying Amount ($) | Accumulated Amortization ($) | Net Carrying Amount ($) | | :-------------------------------- | :------------------------ | :--------------------------- | :---------------------- | | Patents | 15,954,150 | 1,278,239 | 14,675,911 | | Master Distribution Agreements | 6,713,000 | 695,811 | 6,018,982 | - Revenue is recognized when promised goods or services are transferred to customers, with performance obligations satisfied upon delivery of products and provision of consultation services[162][163] - The company uses the Black-Scholes option pricing model to determine the fair value of warrants and options issued, and classifies warrants as equity if they require physical or net-share settlement[147][148][290] NOTE 3 – DEPOSITS This note details the company's security deposit for its office space lease - The company holds a security deposit of $16,942 for its office space lease, unchanged as of June 30, 2025, and December 31, 2024[171] NOTE 4 – PROPERTY, PLANT AND EQUIPMENT This note details the company's property, plant, and equipment, including depreciation expense and asset disposals - Depreciation expense for the six months ended June 30, 2025, was $502, a decrease from $6,224 in the prior year[172] - On May 15, 2024, the company disposed of $119,819 of equipment to Epiq Scripts, LLC (a related party) for $65,000, resulting in a loss on sale of assets of $18,387[172] Property and Equipment, Net ($) | Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :------------------ | | Computers | 5,062 | 5,062 | | Equipment | - | 119,819 | | Less accumulated depreciation | (2,758) | (2,256) | | Disposed equipment | - | (119,819) | | Property and equipment, net | 2,304 | 2,806 | NOTE 5 – LOANS FROM RELATED PARTIES This note details loans from related parties, including borrowings from The Tiger Cub Trust and outstanding payments to the CEO - The company borrowed $100,000 from The Tiger Cub Trust, controlled by CEO Jacob D. Cohen, on May 2, 2025, evidenced by an unsecured promissory note bearing 18% annual interest[179] - As of June 30, 2025, $30,000 was outstanding for payments made by CEO Jacob D. Cohen using his personal credit card for third-party vendor services[180] - Previous loans totaling $150,000 from Cohen Enterprises (controlled by CEO Jacob D. Cohen) were formalized into a promissory note on October 18, 2024, and subsequently sold to a third party on December 13, 2024, ceasing to be a related party note[176][178] NOTE 6 – NOTES PAYABLE This note details the company's promissory notes, including conversions to common stock and associated warrant grants - A $150,000 promissory note purchased by Mill End Capital Ltd. from Cohen Enterprises was converted into 100,000 shares of restricted common stock at $1.50 per share on January 15, 2025[182][184] - On April 15, 2025, the company borrowed $500,000 from Indigo Capital LP via an unsecured promissory note with an 18% annual interest rate, which was later amended to be convertible into common stock at $1.50 per share[186][188] - In connection with the Indigo Capital LP note amendment, the company granted warrants to purchase 275,482 shares of common stock with an exercise price of $1.815 per share[188] NOTE 7 – CAPITAL STOCK This note details the company's common and preferred stock activity, including issuances, conversions, and warrant transactions - The company's authorized common stock is 200,000,000 shares, with 10,644,457 shares issued and outstanding as of June 30, 2025, up from 3,245,641 shares at December 31, 2024[219] - Series B Convertible Preferred Stock shares outstanding decreased from 2,770 at December 31, 2024, to 582 at June 30, 2025, due to conversions into common stock[35][191] - The conversion price for Series B Preferred Stock was reduced to a fixed price of $1.50 per share, and dividend rights were removed, effective March 17, 2025[203] - The company issued significant common stock for services, debt settlements, and warrant exercises during the six months ended June 30, 2025, including 1,650,000 shares for a master service agreement and 333,333 shares for debt settlement[45][228][253] Common Stock Warrants Activity | Metric | Warrants (Shares) | Weighted Average Exercise Price Per Share ($) | | :-------------------------------- | :---------------- | :-------------------------------------------- | | Outstanding, December 31, 2024 | 940,333 | 5.08 | | Granted (6 months ended June 30, 2025) | 1,432,709 | 1.50 | | Exercised (6 months ended June 30, 2025) | 1,227,143 | 1.50 | | Outstanding, June 30, 2025 | 1,145,899 | 4.04 | NOTE 8 – GOING CONCERN This note addresses the company's ability to continue as a going concern due to recurring losses and the need for additional capital - The company reported a net loss of $10,255,309 for the six months ended June 30, 2025, and an accumulated deficit of $31,649,804, raising substantial doubt about its ability to continue as a going concern[317] - Additional capital is needed to fund operations for the next 12 months and execute its business plan, with no assurance of obtaining financing on favorable terms[317] NOTE 9 – COMMITMENTS AND CONTINGENCIES This note outlines the company's legal settlements, ongoing arbitration, related party agreements, and lease liabilities - The company settled a complaint with Eli Lilly and Company for false advertising, agreeing to pay $20,000 and cease marketing Tirzepatide-based 'TRIM' products[323] - Boustead Securities initiated an arbitration action claiming over $1,000,000 in fees and warrants, which the company intends to vigorously defend against[322] - The company entered into an LT Global Practice Management Service Agreement with an entity owned by the CEO's wife, for virtual professional services[329] - CEO Jacob D. Cohen's employment agreement was amended to increase his base salary to $420,000 per year and monthly allowances, and to provide a bonus of 3,192,906 shares of Mango & Peaches common stock[332] - Operating lease liabilities for office space totaled $30,117 as of June 30, 2025, with an associated right-of-use asset of $27,670[337][338] NOTE 10 – SUBSEQUENT EVENTS This note discloses significant events occurring after the reporting period, including resignations, debt conversions, and agreement rescissions - President and Director Antonios Isaac resigned from the Board of Directors on July 1, 2025[339] - Indigo Capital LP converted its $500,000 promissory note and $90,000 accrued interest into 393,333 shares of common stock on July 16, 2025[342] - The Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol® was mutually rescinded on July 30, 2025, resulting in the cancellation of 1,000,000 previously issued shares[346] - The Tiger Cub Trust's $100,000 promissory note was amended on July 21, 2025, to be convertible into common stock at $1.785 per share, and warrants to purchase 50,000 shares were granted[343][344] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, liquidity, and capital resources, comparing the three and six months ended June 30, 2025, and 2024. It also outlines the company's operational plans, recent material events, and critical accounting policies General This subsection provides general context for the management discussion, including forward-looking statements and SEC filings - The discussion includes forward-looking statements and relies on estimates and judgments that affect reported financial amounts[348][349] - The company files annual, quarterly, and current reports with the SEC, accessible on its website and the SEC's internet site[353] Overview This subsection provides an overview of the company's telehealth platform, product offerings, and ongoing development initiatives - The company connects consumers to licensed healthcare professionals via its MangoRx.com website for telehealth services, focusing on men's wellness products for erectile dysfunction ('Mango'), hair loss ('Grow'), hormone balance ('Mojo'), and weight management ('Slim')[358] - Compounded products are produced by Epiq Scripts, a related party compounding pharmacy, and are not FDA-approved, operating under a Section 503A exemption of the FFDCA Act[359][362][366][369][375] - The company also markets 'PRIME' by MangoRx, powered by Kyzatrex®, an FDA-approved oral Testosterone Replacement Therapy (TRT) product[376] - Ongoing Phase II clinical trials are evaluating patented respiratory illness prevention technology, and a marketing strategy is being developed for Dermytol® plant-based skincare formulations, both expected to commence operations in Q3 2025[377][378] Recent Events This subsection highlights recent corporate developments, including agreement rescissions, licensing deals, and subsidiary equity issuances - The Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol® was mutually rescinded on July 30, 2025, leading to the cancellation of 1,000,000 previously issued shares without material early termination penalties[382][383] - Multiple agreements, including the ArcStone Consulting Agreement, Smokeless IP Purchase Agreement, and Strategem Consulting Agreement, were mutually rescinded on May 22, 2025, with 50,000 ArcStone Shares retained for services rendered[391][392] - MangoRx IP Holdings, LLC granted PrevenTech Solutions, LLC exclusive worldwide licensing and distribution rights for respiratory illness prevention technology, with PrevenTech agreeing to pay 10% of net sales revenue[393][394] - Mango & Peaches Corp. issued 4,892,906 common shares and 100 Series A Super Majority Voting Preferred Stock shares to CEO Jacob Cohen, granting him 75.2% voting control over the subsidiary[405][406] - Mango & Peaches Corp. designated 1,000,000 shares of 6% Series B Convertible Cumulative Preferred Stock, with dividend rights, liquidation preference, and conversion rights into common stock at $1.50 per share[409][410][413][414] Plan of Operations This subsection outlines the company's future operational strategies, including funding needs, growth initiatives, and strategic review processes - The company anticipates needing additional funding within the next 12 months to sustain current operations, cover public company costs, and potentially expand through acquisitions[424] - The operational plan focuses on maintaining marketing and management strategies, providing quality products, expanding organically, and identifying acquisition targets in the technology, health, and wellness sectors[425][426] - The Board of Directors initiated a strategic review process in October 2024 to evaluate potential mergers, acquisitions, divestitures, and other transactions to maximize shareholder value[428] Results of Operations This subsection analyzes the company's financial performance, comparing revenues, expenses, and net loss for the three and six months ended June 30, 2025, and 2024 Financial Performance Comparison (Three Months Ended June 30) | Metric (in $) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenues | 168,109 | 163,163 | 4,946 | 3.03% | | Gross profit | 89,948 | 69,792 | 20,156 | 28.88% | | General and administrative expenses | 1,245,360 | 850,704 | 394,656 | 46.39% | | Salaries and benefits | 628,343 | 259,105 | 369,238 | 142.58% | | Advertising and marketing | 258,295 | 229,244 | 29,051 | 12.67% | | Investor relations | 106,000 | 40,000 | 66,000 | 165.00% | | Stock-based compensation | 3,120,445 | 859,380 | 2,261,065 | 263.10% | | Net loss | (5,415,820) | (2,391,319) | (3,024,501) | 126.48% | Financial Performance Comparison (Six Months Ended June 30) | Metric (in $) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Revenues | 277,415 | 377,258 | (99,843) | -26.47% | | Gross profit | 152,012 | 217,190 | (65,178) | -30.01% | | General and administrative expenses | 2,787,804 | 1,622,662 | 1,165,142 | 71.81% | | Salaries and benefits | 1,254,941 | 552,314 | 702,627 | 127.21% | | Advertising and marketing | 540,027 | 1,081,627 | (541,600) | -50.07% | | Investor relations | 1,525,000 | 183,000 | 1,342,000 | 733.33% | | Stock-based compensation | 4,165,924 | 1,313,845 | 2,852,079 | 217.08% | | Net loss | (10,255,309) | (4,758,936) | (5,496,373) | 115.49% | - The decrease in six-month revenues was mainly due to issues with the transition and migration to a new telehealth platform[441] Liquidity and Capital Resources This subsection discusses the company's cash position, working capital, funding needs, and recent financing activities Key Financial Position Metrics ($) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Cash on-hand | 101,019 | 58,653 | | Total Current Liabilities | 1,600,945 | 1,425,463 | | Working Capital Deficit | (1,483,004) | (1,349,868) | | Total Accumulated Deficit | (31,649,804) | (20,806,595) | - Cash increased primarily due to financing activities, including stock sales for cash and notes payable to third parties and related parties[454] - The company has experienced recurring net losses and anticipates substantial operating expenses, requiring additional funding through equity or debt, which may cause significant dilution[458] - The Equity Purchase Agreement (ELOC) with the April 2024 Purchaser, which committed up to $25 million, has no more shares available for sale as of June 30, 2025, after selling 666,667 shares for $1,787,580[505][510] - Various private sales of Series B Preferred Stock and common stock occurred in late 2024 and early 2025, involving institutional accredited investors and warrants with anti-dilution provisions[511][514] Critical Accounting Policies and Estimates This subsection describes the company's critical accounting policies, particularly for share-based compensation and warrant classification - Critical accounting policies include share-based compensation, which requires estimating the fair value of common stock underlying awards and warrants using the Black-Scholes option pricing model[531][532] - Warrants are classified as equity if they require physical or net-share settlement, or if the company has a choice of net-cash settlement or settlement in its own shares[533][534] JOBS Act and Recent Accounting Pronouncements This subsection addresses the company's status as an emerging growth company and its evaluation of recent accounting pronouncements - As an 'emerging growth company,' the company has elected to use the extended transition period for complying with new or revised accounting standards[535] - Recent FASB ASUs include improvements to reportable segment disclosures (ASU 2023-07) and income tax disclosures (ASU 2023-09), which the company is evaluating for adoption[538][539] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Mangoceuticals, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[540] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. Minor changes were implemented in internal control over financial reporting, including new procedures for reviewing journal entries and documenting order details for system migration - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[541] - Changes in internal control over financial reporting include adding procedures to review journal entries before posting to the general ledger and implementing procedures for future system migration to ensure data security and availability[542] PART II - OTHER INFORMATION This section covers additional non-financial information, including legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the report Item 1. Legal Proceedings The company is involved in various legal proceedings, including a settled false advertising complaint with Eli Lilly and an ongoing arbitration action with Boustead Securities. Management believes the ultimate resolution of these matters will not have a material adverse effect on the company's financial condition - The company settled a false advertising complaint with Eli Lilly and Company, agreeing to pay $20,000 and cease marketing Tirzepatide-based 'TRIM' products[323] - Boustead Securities initiated an arbitration action claiming over $1,000,000 in fees and warrants, which the company believes is without merit and intends to vigorously defend[322] Item 1A. Risk Factors This section refers to the comprehensive risk factors detailed in the company's 2024 Annual Report on Form 10-K, stating that no material changes have occurred since that filing. Investors are advised to consider these factors, along with forward-looking statements, as they could significantly impact the business - No material changes have occurred with respect to the risk factors disclosed in the 2024 Annual Report on Form 10-K[549] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section details unregistered sales of equity securities during the quarter ended June 30, 2025, including common stock issuances from Series B Convertible Preferred Stock conversions, consulting agreements, and warrants granted, all claimed as exempt from registration under Section 3(a)(9) or Section 4(a)(2) and/or Rule 506 of the Securities Act - 350 shares of Series B Convertible Preferred Stock were converted into 256,667 shares of common stock at $1.50 per share on April 3, 2025, exempt under Section 3(a)(9) of the Securities Act[550][551] - 28,260 shares of common stock, valued at $45,216, were issued for financial advisory services on April 8, 2025[552] - 100,000 shares of common stock, valued at $257,000, were issued for financial advisory services on April 18, 2025[554] - Warrants to purchase 275,482 shares of common stock with an exercise price of $1.815 per share were granted to Indigo Capital LP on May 27, 2025[555] Item 3. Defaults Upon Senior Securities. The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[558] Item 4. Mine Safety Disclosures This item is not applicable to Mangoceuticals, Inc - This item is not applicable to the company[559] Item 5. Other Information. This section incorporates by reference the disclosures regarding unregistered sales of equity securities and use of proceeds from Item 2 of Part II - Information regarding unregistered sales of equity securities and use of proceeds from Item 2 of Part II is incorporated by reference[560] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certificates of designation, common stock purchase warrants, master distribution agreements, promissory notes, and various certifications required by the Sarbanes-Oxley Act - Exhibits include the Certificate of Designations for Mango & Peaches Corp.'s 6% Series B Convertible Preferred Stock, various Common Stock Purchase Warrants, and Master Distribution Agreements[562][563] - Promissory notes and amendments, such as those with Indigo Capital LP and The Tiger Cub Trust, are also filed as exhibits[562][563] - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included[563]