What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-12 · 1763 added, 1851 removed, 135 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure

controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports

is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive

Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the

definition of “disclosure controls and procedures”

in Rule 13a-15(e).

The Company’s disclosure controls and procedures

are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives.

periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls

and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the

cost-benefit relationship of possible controls and procedures.

The Company’s certifying officers have concluded that the Company’s

disclosure controls and procedures are effective in reaching that level of assurance.

At the end of the

period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the

Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the

effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Based on the foregoing, our

Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were ineffective to

ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and

communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and

reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company, based on

the assessment and control of disclosure decisions currently performed by a small team.

The Company plans to expand its management

team and build a fulsome internal control framework required by a more complex entity.

Management’s Report on Internal Control

over Financial Reporting

Management of the Company is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities

Exchange Act of 1934, as amended).

Internal control over financial reporting is a process designed by, or under the supervision of, the

Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of the Company’s financial statements for external reporting purposes in conformity with U.S.

generally accepted accounting principles

and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly

reflect the transactions and disposition of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

As of December 31, 2020, management

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established

in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

on the criteria established by COSO management concluded that the Company’s internal control over financial reporting was effective

as of December 31, 2020.

This Report does not include an

attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting

as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until

they are no longer an EGC.

Management’s report is not subject to attestation by the Company’s independent registered public

accounting firm.

Limitations on the Effectiveness of Controls

Management has confidence in its

internal controls and procedures.

The Company’s management believes that a control system, no matter how well designed and operated

can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met,

and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a

company have been detected.

Further, the design of an internal control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitation in all internal control systems,

no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have

been detected.

Changes in Internal Controls

There were no changes in the Company’s

internal controls over financial reporting that occurred during the fiscal year ended December 31, 2020 that have materially affected,

or are reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter

how well designed and operated, have inherent limitations.

Therefore, even a system which is determined to be effective cannot provide

absolute assurance that all control issues have been detected or prevented.

Our systems of internal controls are designed to provide reasonable

assurance with respect to financial statement preparation and presentation.

of Disclosure Controls and Procedures

Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s

Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management,

including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure

based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e).

The Company’s disclosure

controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control

In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating

the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s certifying officers have

concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of

the Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the effectiveness

of the design and operation of the Company’s disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer

and principal financial officer concluded that our disclosure controls and procedures were ineffective to ensure that the material

information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management,

including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified

in Securities and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions

currently performed by a small team.

The Company plans to expand its management team and build a fulsome internal control framework required

by a more complex entity.

Report on Internal Control over Financial Reporting

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section

13a-15(f) of the Securities Exchange Act of 1934, as amended).

Internal control over financial reporting is a process designed by, or

under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with

generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company;

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management

and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the financial statements.

of December 31, 2021, management conducted an assessment of the effectiveness of the Company’s internal control over financial

reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

(COSO) of the Treadway Commission.

Based on the criteria established by COSO management concluded that the Company’s internal control

over financial reporting was ineffective as of December 31, 2021.

Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from

this requirement entirely until they are no longer an EGC.

Management’s report is not subject to attestation by the Company’s

independent registered public accounting firm.

on the Effectiveness of Controls

has confidence in its internal controls and procedures.

The Company’s management believes that a control system, no matter how

well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal

control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of

fraud, if any, within a company have been detected.

Further, the design of an internal control system must reflect the fact that there

are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitation

in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud,

if any, within the Company have been detected.

in Internal Controls

were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December

31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

control systems, no matter how well designed and operated, have inherent limitations.

Therefore, even a system which is determined to

be effective cannot provide absolute assurance that all control issues have been detected or prevented.

Our systems of internal controls

are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE

Our directors and executive officers and their respective

ages as of the date of this prospectus are as follows:

Chief Executive Officer and Director

Chief Financial Officer

Richard Miller

Chief Operating Officer and Director

Chairman, Head of Research and Development

Vice President of Business Development

Nancy Torres Kaufman

Christopher Marc Melton

The following describes the business

experience of each of our directors and executive officers, including other directorships held in reporting companies:

John, Chief Executive Officer and Director,

is one of our founders and has served as our Chief Executive Officer since October 2018.

For the past 20 years, Brian has been an

investor and advisor to companies around the globe.

He is the founder of Caro Partners, LLC, a financial consulting firm specializing

in assisting emerging growth companies primarily in the sub- $100 million space, and has worked with hundreds of companies in dozens of

countries over the last 25 years.

John was the Chief Executive Officer of Teeka Tan Products Inc., a sun care company he co-founded

in 2004 and later sold.

He also serves on the board of directors of The Learning Center at the Els Center of Excellence–a school

for children with autism in Jupiter, Florida.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

directors and executive officers and their respective ages as of the date of this Form 10-K are as follows:

Executive Officer and Director

Financial Officer

Compliance Officer and Director

and Chief Science Officer

Torres Kaufman

following describes the business experience of each of our directors and executive officers, including other directorships held in reporting

John, Chief Executive Officer and Director, is one of our founders and has served as our Chief Executive Officer since October

For the past 20 years, Brian has been an investor and advisor to companies around the globe.

He is the founder of Caro Partners,

LLC, a financial consulting firm specializing in assisting emerging growth companies primarily in the sub- $100 million space, and has

worked with hundreds of companies in dozens of countries over the last 25 years.

John was the Chief Executive Officer of Teeka Tan

Products Inc., a sun care company he co-founded in 2004 and later sold.

He also serves on the board of directors of The Learning Center

at the Els Center of Excellence–a school for children with autism in Jupiter, Florida.

In August 2015, Mr.

John voluntarily petitioned the United States Bankruptcy Court in the

Southern District of Florida (case #15-24036-PGH) for personal bankruptcy under Chapter 7 of the United States bankruptcy Code.

John voluntarily petitioned

the United States Bankruptcy Court in the Southern District of Florida (case #15-24036-PGH) for personal bankruptcy under Chapter 7 of

the United States bankruptcy Code.

The debtor, Mr.

John, was discharged in February 19, 2016 and the matter was terminated in April 2017.

There were no allegations of fraud made in

the proceedings.

McKinnon, Chief Financial Officer, has

served as our Chief Financial officer since August 15, 2019.

McKinnon has served as the Chief Executive Officer of AppYea, Inc.

There were no allegations of fraud made in the proceedings.

McKinnon, Chief Financial Officer, has served as our Chief Financial officer since August 15, 2019.

McKinnon has served as

the Chief Executive Officer of AppYea, Inc.

since March 2016.

McKinnon has served as a director of Surna, Inc.

since March, 2014 and as Surna’s Executive Vice President and Chief

Financial Officer since April, 2014.

since March, 2014

and as Surna’s Executive Vice President and Chief Financial Officer since April, 2014.

Prior to Surna, Inc., Mr.

McKinnon served as Chief Executive Officer of 1 st Resource Group,

McKinnon served

as Chief Executive Officer of 1 st Resource Group, Inc.

for four years.

McKinnon's 45+ year professional career includes financial, advisory and operation experience across a broad

spectrum of industry sectors, including oil and gas, technology, cannabis and communications.

He has served in C-level positions in both

private and public sectors, including Chairman and CEO of an American-Stock-Exchange traded company, VP - Chief Administrative Officer

of a $12-billion market cap Nasdaq-traded company for which the management team raised over $2.2 billion, CFO of several publicly-held

US, Canadian and Australian companies, and CEO/CFO of various other private enterprises.

McKinnon’s 35+ year professional career includes

financial, advisory and operation experience across a broad spectrum of industry sectors, including oil and gas, technology, cannabis

and communications.

He has served in C-level positions in both private and public sectors, including Chairman and CEO of an American-Stock-Exchange

traded company, VP - Chief Administrative Officer of a $12-billion market cap Nasdaq-traded company for which the management team raised

over $2.2 billion, CFO of several publicly-held US, Canadian and Australian companies, and CEO/CFO of various other private enterprises.

As an entrepreneur, Mr.

McKinnon has been involved

in organizations ranging from start-up companies using venture capital funding to publicly traded institutional backed companies.

Additionally,

McKinnon has been involved in organizations ranging from start-up companies using venture capital funding to

publicly traded institutional backed companies.

Additionally, Mr.

McKinnon has extensive merger and acquisition, and turnaround experience.

Richard Miller, Chief Operating Officer and Director,

has served as our Chief Operating Officer since October 2018 and served as our Chief Financial Officer from November 2018 until August

Miller, Chief Compliance Officer and Director, has served as our Chief Compliance Officer since April 2021, served as our Chief Operating

Officer from October 2018 to July 2021 and as our Chief Financial Officer from November 2018 until August 2019.

Since 2003, Mr.

Miller has served as president of Caro Consulting, Inc.

has served as president of Caro Consulting, Inc.

a consulting firm that advises emerging growth companies.

the last twenty years Mr.

Over the last twenty years

Miller has provided strategic advice to hundreds of companies across diverse industries.

He has assisted

C Level executives with expanding, financing and other challenges emerging companies face.

Miller was co-founder of Teeka Tan Suncare

Prior to the company’s sale, he was instrumental in the design and launch a full line of boutique sun care products.

is an advocate for school safety and local schools through his grass roots group My School Counts.

Glynn Wilson, Chairman, Head of Research and

Development, has served as one of our directors since November 2018.

Wilson was appointed our Chairman and Head of Research

and Development on October 15, 2019.

He has assisted C Level executives with

expanding, financing and other challenges emerging companies face.

Miller was co-founder of Teeka Tan Suncare Products.

the company’s sale, he was instrumental in the design and launch a full line of boutique sun care products.

He is an advocate for

school safety and local schools through his grass roots group My School Counts.

Glynn Wilson, Chairman, Chief Scientific Officer, has served as one of our directors since November 2018.

Wilson was appointed

our Chief Scientific Officer on April 2021 and as our Chairman in October 2019.

He has served as our Head of Research and Development

from October 2019 to July 2021.

Wilson previously served as a Director of TapImmune, Inc.

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background of success in corporate management and product development with tenures in both multinational and start-up biotech organizations.

Allison, Vice President of Business Development, has been a management consultant since 2018 operating

his own business.

Prior to that, Mr.

Allison was a senior partner at Interprise Partners, LLC (“Interprise”) from 2016 to

Interprise is a middle market investment and management group.

From 2013 to 2016, Mr.

Allison was the chief executive officer of

Strategy Associates, a professional services firm specializing in large-scale enterprise technology adoption, purchasing guidance and

business strategy development and implementation.

Allison founded Strategy Associates in 2013.

Allison received his B.S.

science from The College of New Jersey.

He also completed a masters program while a scholar in residence at Oxford University, Mansfield

Allison received his MBA from George Mason University.

Hector Alila, Director, has served as one

of our directors since February 2019.

Alila brings 30 years of demonstrated scientific experience in product development and successful

management leadership in biopharmaceutical industry.

He is the Founding President and Chief Executive Officer of Esperance Pharmaceutical

Inc., a clinical stage biopharmaceutical company that has successfully developed novel targeted cancer therapeutics currently in clinical

Hector Alila, Director, has served as one of our directors since February 2019.

Alila brings 30 years of demonstrated scientific

experience in product development and successful management leadership in biopharmaceutical industry.

He is the Founding President and

Chief Executive Officer of Esperance Pharmaceutical Inc., a clinical stage biopharmaceutical company that has successfully developed

novel targeted cancer therapeutics currently in clinical development.

Alila founded Esperance Pharmaceutical, Inc.

Prior to Esperance, Dr.

Alila served as Senior Vice President of

Drug Development at Protalex, Inc., where he led the development of a drug currently in clinical trials for treatment of autoimmune diseases.

He was previously Vice President of Product Development at Cell Pathways, Inc., where he was responsible for the development cancer drugs,

and a director of Biology/pharmacology at GeneMedicine, Inc., where he led product development of gene medicines.

He also held several

research, product development and management positions at SmithKline Beecham Pharmaceuticals.

to Esperance, Dr.

Alila served as Senior Vice President of Drug Development at Protalex, Inc., where he led the development of a drug

currently in clinical trials for treatment of autoimmune diseases.

He was previously Vice President of Product Development at Cell Pathways,

Inc., where he was responsible for the development cancer drugs, and a director of Biology/pharmacology at GeneMedicine, Inc., where

he led product development of gene medicines.

He also held several research, product development and management positions at SmithKline

Beecham Pharmaceuticals.

He obtained his Ph.D.

in physiology

and immunology from Cornell University.

Nancy Torres Kaufman, Director, has served

as one of our directors since January 2021.

Kaufman is the Chairman and CEO of Beacon Capital LLC, a New York family office, recently

relocated to Jupiter, Florida.

Kaufman officially founded Beacon Capital as her family office and investment platform in 2010 with

a focus on investing in life sciences businesses globally.

In 2003, Nancy started a mortgage correspondent lending company called Wall

Mortgage, a first and second lien corresponding lender and brokerage company which book and operations she sold to Countrywide in

In 2004, she joined the investment banking boutique Violy & Co and focused increasingly on her first passion, life sciences.

Nancy is a Cuban born and raised entrepreneur focused on bringing venture impact philanthropy into the life science and healthcare space.

in physiology and immunology from Cornell University.

Torres Kaufman, Director, has served as one of our directors since January 2021.

Kaufman is the Chairman and CEO of Beacon Capital

LLC, a New York family office, recently relocated to Jupiter, Florida.

Kaufman officially founded Beacon Capital as her family office

and investment platform in 2010 with a focus on investing in life sciences businesses globally.

In 2003, Nancy started a mortgage correspondent

lending company called Wall St.

Mortgage, a first and second lien corresponding lender and brokerage company which book and operations

she sold to Countrywide in 2006.

In 2004, she joined the investment banking boutique Violy & Co and focused increasingly on her first

passion, life sciences.

Nancy is a Cuban born and raised entrepreneur focused on bringing venture impact philanthropy into the life science

and healthcare space.

She left Cuba 1994 for the US unaccompanied as a 14-years old.

In 1999, Nancy was awarded a full academic scholarship to the College of

Elizabeth, consisting of an accelerated medical program with UMDNJ for a Bachelor of Science Major in Biology with a Chemistry minor.

Nancy also entered the Women’s Leadership Program at Yale School of Management in 2020.

Christopher Marc Melton, Director, has served

as one of our directors since August 2019.

In 1999, Nancy was awarded a full academic scholarship

to the College of St.

Elizabeth, consisting of an accelerated medical program with UMDNJ for a Bachelor of Science Major in Biology with

a Chemistry minor.

Nancy also entered the Women’s Leadership Program at Yale School of Management in 2020.

Marc Melton, Director, has served as one of our directors since August 2019.

Melton has served as director of SG Blocks, Inc.

since November of 2011 and currently serves

as the Audit Committee Chairman.

From 2000 to 2008, Mr.

Melton was a Portfolio Manager for Kingdon Capital Management ("

Kingdon ")

in New York City, where he ran in excess of $1 Billion book in media, telecom, and Japanese investment.

Melton opened Kingdon's office

in Japan, where he set up a Japanese research company.

since November of 2011 and currently serves as the Audit Committee Chairman.

From 2000 to 2008, Mr.

Melton served as a Vice President at JPMorgan Investment

Management as an equity research analyst, where he helped manage $1 Billion plus in REIT funds under management.

a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997.

Melton is Principal and co-founder of Callegro Investments,

a specialist land investor.

He currently serves on several Public and Private Boards as well as Chairman of the Audit Committee of a Nasdaq

listed company.

Young, Director, was appointed

as one of our directors in October of 2019.

Additionally, Mr.

Young has served as Treasurer and Chairman of the Board of Zenergy Brands,

since December 2015.

Zynergy brands was a technology company engaged in the energy and utilities space.

Zynergy provided building

automation systems, retail energy and energy conservation solutions to commercial and industrial users.

Young founded Assist Wireless,

a wireless communication company, and currently serves as its CEO.

Young founded a retail energy provider in 2005 under

the name Young Energy, LLC, which provides electricity and natural gas services to residential and commercial customers in Texas and where

Young currently serves as a senior advisor and board member.

Young founded a competitive local exchange carrier (C-LEC)

under the name of Extel Enterprises, which was ultimately sold to publicly traded Usurf America, Inc.

Term of Office

Our Board is elected annually

by our stockholders.

Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death,

resignation or removal.

Family Relationships

There are no family relationships

among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or

beneficial owners of more than ten percent of any class of the issuer’s equity securities.

Section 16(a) Beneficial Ownership Reporting Compliance

Melton was a Portfolio Manager for

Kingdon Capital Management (“ Kingdon ”) in New York City, where he ran in excess of $1 Billion book in media, telecom,

and Japanese investment.

Melton opened Kingdon’s office in Japan, where he set up a Japanese research company.

Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1

Billion plus in REIT funds under management.

Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to

Melton is Principal and co-founder of Callegro Investments, a specialist land investor.

He currently serves on several Public

and Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

Herman, Director , is a seasoned investor with many years of investment and business experience.

Since 2005, Mr.

Herman has managed

Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates.

From January 2011 to August 2013, he was a managing member of Abacoa

Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy.

Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer.

From 1997 to 2002, he was an investment

banker with Burnham Securities, Inc.

From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial

firm with offices in New York and Tokyo.

Herman has a B.S.

from the University at Albany with a major in Political Science and minors

in Business and Music.

Herman has many years of experience serving on the boards of private and public companies.

He presently sits

on the boards and is Audit Chairperson of XS Financial, Inc.

XS) and SusGlobal Energy Corp.

Board is elected annually by our stockholders.

Each director shall hold office until a successor is duly elected and qualified or until

his or her earlier death, resignation or removal.

Relationships

are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become

directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock,

to file reports of ownership and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished to us

pursuant to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations

of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December

Board Composition

Director Independence

Our business and affairs are managed

under the direction of our Board, which consist of seven members.

Under Nasdaq rules, independent directors must comprise a majority of

a listed company’s board of directors, subject to certain exceptions.

In addition, Nasdaq rules require that each member of a listed

company’s audit, compensation and nominating and governance committees be independent, subject to certain phase-ins for newly-public

Under Nasdaq rules, a director will only qualify as an “independent director”

if, in the opinion of that company’s

board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

Audit committee members must also

satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of

Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of

directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the

listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review

of its composition, the composition of its committees and the independence of each director.

Based upon information requested from and

provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has

determined that Ms.

Copies of all filed reports are required to be furnished to us pursuant

to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations of the reporting

persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2021.

business and affairs are managed under the direction of our Board, which consist of seven members.

Under Nasdaq rules, independent directors

must comprise a majority of a listed company’s board of directors, subject to certain exceptions.

In addition, Nasdaq rules require

that each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to

certain phase-ins for newly-public companies.

Under Nasdaq rules, a director will only qualify as an “independent director”

if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the

exercise of independent judgment in carrying out the responsibilities of a director.

committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered

independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the

audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or

other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any

of its subsidiaries.

Board has undertaken a review of its composition, the composition of its committees and the independence of each director.

information requested from and provided by each director concerning his or her background, employment and affiliations, including family

relationships, our Board has determined that Ms.

Kaufman and Messrs.

Melton, Alila and Young do not have any relationships that would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”

as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

this determination, our Board considered the current and prior relationships that each non-employee director has with our company and

all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our

Melton, Alila and Young do not have any relationships that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors

is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements

and rules of Nasdaq.

In making this determination, our Board considered the current and prior relationships that each non-employee director

has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the

beneficial ownership of our capital stock by each non-employee director.

making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all

other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our

capital stock by each non-employee director.

In making this determination,

our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances

our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee

Board Committees

Our Board has established Audit,

Compensation, and Nominating and Corporative Governance Committees.

Our Board may establish other committees to facilitate the management

of our business.

The composition and functions of the audit committee, compensation committee and nominating and corporate governance

committee are described below.

Members will serve on committees until their resignation or removal from the Board or until otherwise determined

by our Board.

Audit Committee

Our audit committee consists

Board has established Audit, Compensation, and Nominating and Corporative Governance Committees.

Our Board may establish other committees

to facilitate the management of our business.

The composition and functions of the audit committee, compensation committee and nominating

and corporate governance committee are described below.

Members will serve on committees until their resignation or removal from the

Board or until otherwise determined by our Board.

audit committee consists of Mr.

Alila and Ms.

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Melton serving as the chairman.

Our Board has determined that Mr.

Melton is an “audit

committee financial expert”

within the meaning of the SEC regulations.

Our Board has also determined that each member of our audit

committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations,

the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance

Our Board has determined

Melton is an “audit committee financial expert” within the meaning of the SEC regulations.

Our Board has also determined

that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of

their employment in the corporate finance sector.

The functions of this committee include:

selecting a qualified firm to serve as the independent registered public

accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered

public accounting firm;

discussing the scope and results of the audit with the independent registered

public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

developing procedures for employees to submit concerns anonymously about

questionable accounting or audit matters;

reviewing our policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered public accounting

firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps

taken to deal with such issues when required by applicable law;

approving (or, as permitted, pre-approving) all audit and all permissible

non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee consists

Melton, Alila and Young with Mr.

Young serving as the chairman.

The functions of the compensation committee will include:

reviewing and approving, or recommending that our Board approve, the compensation

of our executive officers;

reviewing and recommending that our Board approve the compensation of our

reviewing and approving, or recommending that our Board approve, the terms

of compensatory arrangements with our executive officers;

administering our stock and equity incentive plans;

selecting independent compensation consultants and assessing conflict of

interest compensation advisers;

reviewing and approving, or recommending that our Board approve, incentive

compensation and equity plans;

reviewing and establishing general policies relating to compensation and

benefits of our employees and reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance

committee consists of Messrs.

Melton and Young with Mr.

Young serving as the chairman.

The functions of the nominating and governance

a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent accountants, our interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

our policies on risk assessment and risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control

procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to

be performed by the independent registered public accounting firm.

compensation committee consists of Messrs.

Melton, Alila and Herman with Mr.

Herman serving as the chairman.

The functions of the compensation

committee will include:

identifying and recommending candidates for membership on our Board;

including nominees recommended by stockholders;

reviewing and recommending the composition of our committees;

overseeing our code of business conduct and ethics, corporate governance

guidelines and reporting;

making recommendations to our Board concerning governance matters.

The nominating and corporate governance

committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance.

Board Leadership Structure and Role in Risk Oversight

Our Board is primarily responsible

for overseeing our risk management processes.

Our Board receives and reviews periodic reports from management, auditors, legal counsel,

and others, as considered appropriate regarding our assessment of risks.

Our Board focuses on the most significant risks we face our general

risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite for risk.

Board oversees our risk management, management is responsible for day-to-day risk management processes.

We believe this division of responsibilities

is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

Our amended and restated bylaws

provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive

The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences

between the two roles.

Our Chief Executive Officer, who is also a member of our Board, is responsible for setting the strategic direction

of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the

Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board and tries to reach a consensus on

Board decisions.

Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the

Board based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may, in

the future, serve as both the Chief Executive Officer and Chairman of the Board.

Code of Ethics

We have adopted a code of ethics

and conduct applicable to all of our directors, officers, employees and all persons performing similar functions.

A copy of that code

is attached as Exhibit 14.1 to the Registration Statement of which this prospectus forms a part thereof.

We expect that any amendments

to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

Corporate Governance

We have adopted a corporate governance

guidelines that serve as a flexible framework within which our Board and its committees operate.

These guidelines cover a number of areas

including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board

agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors,

committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third

parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession

A copy of our corporate governance guidelines is attached hereto as Exhibit 14.2 to the Registration Statement of which this

prospectus forms a part thereof.

Involvement in Certain Legal Proceedings

To our knowledge, except as set

forth in the biography of Brian John, our directors and executive officers have not been involved in any of the following events during

the past ten years:

any bankruptcy petition filed by or against such person or any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that

any conviction in a criminal proceeding or being subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his

involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities

being found by a court of competent jurisdiction in a civil action, the

SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has

not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative

order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or

state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed,

suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization

that has disciplinary authority over its members or persons associated with a member.

and approving, or recommending that our Board approve, the compensation of our executive officers;

and recommending that our Board approve the compensation of our directors;

and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;

administering

our stock and equity incentive plans;

independent compensation consultants and assessing conflict of interest compensation advisers;

and approving, or recommending that our Board approve, incentive compensation and equity plans;

and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

and Corporate Governance Committee

nominating and corporate governance committee consists of Messrs.

Melton and Herman with Mr.

Herman serving as the chairman.

The functions

of the nominating and governance committee will include:

and recommending candidates for membership on our Board;

nominees recommended by stockholders;

and recommending the composition of our committees;

our code of business conduct and ethics, corporate governance guidelines and reporting;

recommendations to our Board concerning governance matters.

nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the

committee’s performance.

Leadership Structure and Role in Risk Oversight

Board is primarily responsible for overseeing our risk management processes.

Our Board receives and reviews periodic reports from management,

auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks.

Our Board focuses on the most significant

risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite

While our Board oversees our risk management, management is responsible for day-to-day risk management processes.

this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure

supports this approach.

amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of

the Board and Chief Executive Officer.

The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in

recognition of the differences between the two roles.

Our Chief Executive Officer, who is also a member of our Board, is responsible

for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of

the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board

and tries to reach a consensus on Board decisions.

Although these roles are currently separate, the Board believes it should be able

to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders,

and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board.

have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar

A copy of that code is attached as Exhibit 14.1 to the Registration Statement of which this prospectus forms a part thereof.

We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

Governance Guidelines

have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.

These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,

director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer,

meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors,

director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior

management and management succession planning.

A copy of our corporate governance guidelines is attached hereto as Exhibit 14.2 to the

Registration Statement of which this prospectus forms a part thereof.

in Certain Legal Proceedings

our knowledge, except as set forth in the biography of Brian John, our directors and executive officers have not been involved in any

of the following events during the past ten years:

bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking

activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated

a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law

or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or

fraud in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

EXECUTIVE COMPENSATION

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years indicated below.

Name and Principal

Stock Awards ($)

Option Awards ($)

All Other Compensation ($) (4)

Total Compensation ($)

Chief Executive Officer

Richard Miller (2)

Chief Operating Officer and former Chief Financial Officer

and Principal Position

Other Compensation ($) (4)

Compensation ($)

Executive Officer

Compliance Officer and former Chief Operating Officer

Glynn Wilson (3)

Chairman of the Board and Head of Research and Development

of the Board and Chief Science Officer

John was appointed as Chief Executive Officer on October 28, 2018.

Miller was appointed as Chief Financial Officer on November 1, 2018.

Miller transitioned from Chief Financial Officer to Chief Operating Officer on August 15, 2019.

Miller transitioned from Chief Operating Officer to Chief Compliance Officer in 2021.

Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019.

Each were paid $4,000 in Director fees

Employment Agreements with Named Officers

On February 1, 2020, we entered

into a written employment agreement with Brian John, pursuant to which Mr.

John shall serve as our Chief Executive Officer (the “

Employment Agreement ”).

The John Employment Agreement has an initial term from February 1, 2020 through January 1, 2021, and

shall automatically renew for one (1) year periods unless otherwise terminated by either party.

John shall be paid a salary of $150,000

Base Salary ”) for the period commencing February 1, 2020 and ending January 1, 2021, with such Base Salary increasing

by 10% for each renewal term.

John shall also be entitled to a quarterly cash bonus as follows:

were paid $20,000 in Director fees in 2021 and $4,000 in 2020.

Agreements with Named Officers

February 1, 2020, we entered into a written employment agreement with Brian John, pursuant to which Mr.

John shall serve as our Chief

Executive Officer (the “ John Employment Agreement ”).

The John Employment Agreement has an initial term from February

1, 2020 through January 1, 2021, and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

John shall be paid a salary of $150,000 (the “ Base Salary ”) for the period commencing February 1, 2020 and ending

January 1, 2021, with such Base Salary increasing by 10% for each renewal term.

John shall also be entitled to a quarterly cash bonus

5% of net revenues up to $1 Million;

plus 4% of the second $1 Million in net revenues;

plus 3% of the third $1 Million in net revenues;

plus 2% of the fourth $1 Million in

plus 3% of the third $1 Million in

net revenues;

plus 2% of the fourth $1 Million in net revenues;

plus 1% of all net revenues in excess of $4 Million;

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(i) the bonus is subject to a cap of $2 Million;

(ii) the bonus may be paid, at the election of Mr.

John, in cash or shares of our common stock (calculated at the fair market value of

such shares as determined by the Board).

and (ii) the bonus may be paid, at the election of Mr.

John, in cash or shares of our

common stock (calculated at the fair market value of such shares as determined by the Board).

In the event of Mr.

John’s death during the term of the John Employment Agreement, his

Base Salary at that time shall be paid to his designated beneficiary, or, in the absence of such designation, to his estate or other legal

representative, for three (3) months from the date of death.

In addition, all granted but unvested stock options shall immediately vest

and all vested but unexercised stock options shall remain exercisable by Mr.

John’s designated beneficiary, or, in the absence of

such designation, to his estate or other legal representative, through the term of such stock options.

during the term of the John Employment Agreement, his Base Salary at that time shall be paid to his designated beneficiary, or, in the

absence of such designation, to his estate or other legal representative, for three (3) months from the date of death.

In addition, all

granted but unvested stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

John’s designated beneficiary, or, in the absence of such designation, to his estate or other legal representative, through the

term of such stock options.

In the event of Mr.

disability, he shall be entitled to compensation in accordance with our disability compensation practice for senior executives, including

any separate arrangement or policy covering him, but in all events he shall continue to receive his Base Salary at the time of his disability

for a for a period of three (3) months beginning on the date the disability is deemed to have occurred.

In addition, all granted but unvested

stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

John through the term

of such stock options.

In the event we terminate the John Employment Agreement without cause, Mr.

John shall continue to carry out his

responsibilities under the John Employment Agreement for one month and shall be paid his normal Base Salary.

In addition, upon such termination

without cause, we shall pay Mr.

John a lump sum equal to his entire remaining Base Salary under the John Employment Agreement, all granted

but unvested stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

the term of such stock options.

In the event of a Change in Control or Attempted Change in Control, each as defined in the John Employment

Agreement attached hereto as Exhibit 10.8, during the term of the John Employment Agreement, Mr.

John shall have the right to terminate

the John Employment Agreement upon thirty (30) days’

written notice given at any time within one year after the occurrence of such

event, and Mr.

John shall be entitled to the same compensation as if the John Employment Agreement was terminated without cause.

On February 1, 2020, we entered

into a written employment agreement with Richard Miller, pursuant to which Mr.

Miller shall serve as our Chief Operating Officer (the

Miller Employment Agreement ”).

The Miller Employment Agreement has a term of one (1) year and shall automatically

renew for one (1) year periods unless otherwise terminated by either party.

Miller shall be paid a salary of $125,000 (the “

Base Salary ”) for the period commencing February 1, 2020 and ending February 1, 2021, with such Miller Base Salary increasing

by 10% for each renewal term.

John’s disability, he shall be entitled to compensation in accordance with our

disability compensation practice for senior executives, including any separate arrangement or policy covering him, but in all events

he shall continue to receive his Base Salary at the time of his disability for a for a period of three (3) months beginning on the date

the disability is deemed to have occurred.

In addition, all granted but unvested stock options shall immediately vest and all vested

but unexercised stock options shall remain exercisable by Mr.

John through the term of such stock options.

In the event we terminate

the John Employment Agreement without cause, Mr.

John shall continue to carry out his responsibilities under the John Employment Agreement

for one month and shall be paid his normal Base Salary.

In addition, upon such termination without cause, we shall pay Mr.

sum equal to his entire remaining Base Salary under the John Employment Agreement, all granted but unvested stock options shall immediately

vest and all vested but unexercised stock options shall remain exercisable by Mr.

John through the term of such stock options.

event of a Change in Control or Attempted Change in Control, each as defined in the John Employment Agreement attached hereto as Exhibit

10.8, during the term of the John Employment Agreement, Mr.

John shall have the right to terminate the John Employment Agreement upon

thirty (30) days’ written notice given at any time within one year after the occurrence of such event, and Mr.

John shall be entitled

to the same compensation as if the John Employment Agreement was terminated without cause.

June 1, 2021, the John Employment Agreement was amended to increase Mr.

John’s base salary to $250,000, annual 10% increase in

base salary and options for 2022 and 2023 and bonus plan based on net revenues and effective December 6, 2021 if Mr.

John is terminated

either Voluntarily or Involuntarily other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of

Control, (ii) material merger or other material business combination, (iii) change of Board of Directors or Executive Officers or (iv)

or other events as set forth in the respective Employment Agreement, the Employee is entitled to all compensation remaining to be paid

during the then-current term of the Employment Agreement or one year whichever is greater plus an additional two-years.

February 1, 2020, we entered into a written employment agreement with Richard Miller, pursuant to which Mr.

Miller shall serve as our

Chief Operating Officer (the “ Miller Employment Agreement ”).

The Miller Employment Agreement has a term of one (1)

year and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

Miller shall be paid a salary

of $125,000 (the “ Miller Base Salary ”) for the period commencing February 1, 2020 and ending February 1, 2021, with

such Miller Base Salary increasing by 10% for each renewal term.

Miller shall also be entitled to a quarterly cash bonus as follows:

2 unchanged sentences

plus 3% of the third $1 Million in net revenues;

plus 2% of the fourth $1 Million in

net revenues;

plus 2% of the fourth $1 Million in net revenues;

plus 1% of all net revenues in excess of $4 Million;

provided, that:

(i) the bonus is subject to a cap of $2 Million;

(ii) the bonus may be paid, at the election of Mr.

Miller, in cash or shares of our common stock (calculated at the fair market value

of such shares as determined by the Board).

(i) the bonus

is subject to a cap of $2 Million;

and (ii) the bonus may be paid, at the election of Mr.

Miller, in cash or shares of our common stock

(calculated at the fair market value of such shares as determined by the Board).

In the event of Mr.

Miller’s death during the term of the Miller Employment Agreement,

his Miller Base Salary at that time shall be paid to his designated beneficiary, or, in the absence of such designation, to his estate

or other legal representative, for three (3) months from the date of death.

In addition, all granted but unvested stock options shall

immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

Miller’s designated beneficiary, or,

in the absence of such designation, to his estate or other legal representative, through the term of such stock options.

Miller’s disability, he shall be entitled to compensation in accordance with our disability compensation practice for senior

executives, including any separate arrangement or policy covering him, but in all events he shall continue to receive the Miller Base

Salary at the time of his disability for a for a period of three (3) months beginning on the date the disability is deemed to have occurred.

In addition, all granted but unvested stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable

Miller through the term of such stock options.

In the event we terminate the Miller Employment Agreement without cause, Mr.

shall continue to carry out his responsibilities under the Miller Employment Agreement for one month and shall be paid his normal Miller

In addition, upon such termination without cause, we shall pay Mr.

Miller a lump sum equal to his entire remaining Miller

Base Salary under the Miller Employment Agreement, all granted but unvested stock options shall immediately vest and all vested but unexercised

stock options shall remain exercisable by Mr.

Miller’s death during the

term of the Miller Employment Agreement, his Miller Base Salary at that time shall be paid to his designated beneficiary, or, in the

absence of such designation, to his estate or other legal representative, for three (3) months from the date of death.

In addition, all

granted but unvested stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

Miller’s designated beneficiary, or, in the absence of such designation, to his estate or other legal representative, through the

term of such stock options.

In the event of Mr.

Miller’s disability, he shall be entitled to compensation in accordance with our

disability compensation practice for senior executives, including any separate arrangement or policy covering him, but in all events

he shall continue to receive the Miller Base Salary at the time of his disability for a for a period of three (3) months beginning on

the date the disability is deemed to have occurred.

In addition, all granted but unvested stock options shall immediately vest and all

vested but unexercised stock options shall remain exercisable by Mr.

Miller through the term of such stock options.

In the event of a Change in Control or Attempted

Change in Control, each as defined in the Miller Employment Agreement attached hereto as Exhibit 10.9, during the term of the Miller Employment

Agreement, Mr.

Miller shall have the right to terminate the Miller Employment Agreement upon thirty (30) days’

written notice given

at any time within one year after the occurrence of such event, and Mr.

Miller shall be entitled to the same compensation as if the Miller

Employment Agreement was terminated without cause.

On August 5, 2019 (the “

Execution Date ”), we entered into a written employment agreement with Douglas McKinnon, pursuant to which Mr.

McKinnon shall

serve as our Chief Financial Officer (the “

McKinnon Employment Agreement ”).

Pursuant to the McKinnon Employment Agreement,

we shall grant Mr.

McKinnon up to 300,000 shares of our common stock, whereby 100,000 shares shall be granted to Mr.

McKinnon and vest

on the McKinnon Execution Date, either i) 100,000 shares or ii) an option to purchase 100,000 shares, issued pursuant to our contemplated

equity incentive plan, shall be granted to Mr.

McKinnon on the first anniversary of the McKinnon Execution Date, and either i) 100,000

shares or ii) an option to purchase 100,000 shares, issued pursuant to our contemplated equity incentive plan, shall be granted to Mr.

In the event we terminate

the Miller Employment Agreement without cause, Mr.

Miller shall continue to carry out his responsibilities under the Miller Employment

Agreement for one month and shall be paid his normal Miller Base Salary.

In addition, upon such termination without cause, we shall pay

Miller a lump sum equal to his entire remaining Miller Base Salary under the Miller Employment Agreement, all granted but unvested

stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

Miller through the

term of such stock options.

In the event of a Change in Control or Attempted Change in Control, each as defined in the Miller Employment

Agreement attached hereto as Exhibit 10.9, during the term of the Miller Employment Agreement, Mr.

Miller shall have the right to terminate

the Miller Employment Agreement upon thirty (30) days’ written notice given at any time within one year after the occurrence of

such event, and Mr.

Miller shall be entitled to the same compensation as if the Miller Employment Agreement was terminated without cause.

June 1, 2021, the Miller Employment Agreement was amended to increase Mr.

Miller’s base salary to $175,000, annual 10% increase

in base salary and options for 2022 and 2023 and bonus plan based on net revenues and effective December 6, 2021 if Mr.

Miller is terminated

either Voluntarily or Involuntarily other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of

Control, (ii) material merger or other material business combination, (iii) change of Board of Directors or Executive Officers or (iv)

or other events as set forth in the respective Employment Agreement, the Employee is entitled to all compensation remaining to be paid

during the then-current term of the Employment Agreement or one year whichever is greater plus an additional two-years.

August 5, 2019 (the “ McKinnon Execution Date ”), we entered into a written employment agreement with Douglas McKinnon,

pursuant to which Mr.

McKinnon shall serve as our Chief Financial Officer (the “ McKinnon Employment Agreement ”).

to the McKinnon Employment Agreement, we shall grant Mr.

McKinnon up to 300,000 shares of our common stock, whereby 100,000 shares shall

be granted to Mr.

McKinnon and vest on the McKinnon Execution Date, either i) 100,000 shares or ii) an option to purchase 100,000 shares,

issued pursuant to our contemplated equity incentive plan, shall be granted to Mr.

McKinnon on the first anniversary of the McKinnon

Execution Date, and either i) 100,000 shares or ii) an option to purchase 100,000 shares, issued pursuant to our contemplated equity

incentive plan, shall be granted to Mr.

McKinnon on the second anniversary of the McKinnon Execution Date.

The McKinnon Employment Agreement has a term of three (3) years and

shall automatically renew for one (1) year periods unless otherwise terminated by either party.

McKinnon shall be paid a salary in

an amount commensurate with his position and responsibilities at similar companies, subject to the mutual agreement between us and Mr.

In the event we terminate the McKinnon Employment Agreement without cause, we shall pay to Mr.

McKinnon his base salary, including

participation in all benefit programs, for one (1) year or the remainder of the then-current term, whichever is more.

In the event of

either i) a change of control of the Company or ii) we change the responsibilities of Mr.

McKinnon, Mr.

McKinnon shall have the option

to terminate the McKinnon Employment Agreement and shall be entitled to all compensation remaining to be paid during the then-current

term of the McKinnon Employment Agreement plus an additional one-year period.

The McKinnon Employment Agreement

has a term of three (3) years and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

McKinnon shall be paid a salary in an amount commensurate with his position and responsibilities at similar companies, subject to the

mutual agreement between us and Mr.

In the event we terminate the McKinnon Employment Agreement without cause, we shall pay

McKinnon his base salary, including participation in all benefit programs, for one (1) year or the remainder of the then-current

term, whichever is more.

In the event of either i) a change of control of the Company or ii) we change the responsibilities of Mr.

McKinnon shall have the option to terminate the McKinnon Employment Agreement and shall be entitled to all compensation remaining

to be paid during the then-current term of the McKinnon Employment Agreement plus an additional one-year period.

During 2020, Mr.

McKinnon was issued 200,000 shares of the

Company’s common stock representing the 100,000 shares due for 2019 and 100,000 shares due for 2020.

Employment Agreements with Senior Management

On October 15, 2019, (the “

Execution Date ”), we entered into a written employment agreement with Dr.

Glynn Wilson, pursuant to which Dr.

Wilson shall serve

as our Chairman of the Board and Head of Research and Development (the “

Wilson Employment Agreement ”).

the Wilson Employment Agreement, we shall grant Dr.

Wilson up to 800,000 shares of our common stock, whereby 300,000 shares shall be granted

Wilson and vest on the Wilson Execution Date, either i) 200,000 shares or ii) an option to purchase 200,000 shares, issued pursuant

to our contemplated equity incentive plan, shall be granted to Dr.

Wilson on the first anniversary of the Wilson Execution Date, and either

i) 200,000 shares or ii) an option to purchase 200,000 shares, issued pursuant to our contemplated equity incentive plan, shall be granted

was issued 200,000 shares of the Company’s common stock representing the 100,000 shares due for 2019 and 100,000 shares due for

June 1, 2021, the McKinnon Employment Agreement was amended to increase Mr.

McKinnon’s base salary to $150,000, annual 10% increase

in base salary and options for 2022 and 2023 and effective December 6, 2021 if Mr.

McKinnon is terminated either Voluntarily or Involuntarily

other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of Control, (ii) material merger or other

material business combination, (iii) change of Board of Directors or Executive Officers or (iv) or other events as set forth in the respective

Employment Agreement, the Employee is entitled to all compensation remaining to be paid during the then-current term of the Employment

Agreement or one year whichever is greater plus an additional two-years.

Agreements with Senior Management

October 15, 2019, (the “ Wilson Execution Date ”), we entered into a written employment agreement with Dr.

Glynn Wilson,

pursuant to which Dr.

Wilson shall serve as our Chairman of the Board and Chief Scientific officer (the “ Wilson Employment Agreement ”).

Pursuant to the Wilson Employment Agreement, we shall grant Dr.

Wilson up to 800,000 shares of our common stock, whereby 300,000 shares

shall be granted to Dr.

Wilson and vest on the Wilson Execution Date, either i) 200,000 shares or ii) an option to purchase 200,000 shares,

issued pursuant to our contemplated equity incentive plan, shall be granted to Dr.

Wilson on the first anniversary of the Wilson Execution

Date, and either i) 200,000 shares or ii) an option to purchase 200,000 shares, issued pursuant to our contemplated equity incentive

plan, shall be granted to Dr.

Wilson on the second anniversary of the Wilson Execution Date.

The Wilson Employment Agreement has a term of three (3) years and

shall automatically renew for one (1) year periods unless otherwise terminated by either party.

In the event we terminate the Wilson Employment

Agreement without cause, we shall pay to Dr.

Wilson his base salary, including participation in all benefit programs, for one (1) year

or the remainder of the then-current term, whichever is more.

In the event of either i) a change of control of the Company or ii) we change

the responsibilities of Dr.

Wilson shall have the option to terminate the Wilson Employment Agreement and shall be entitled

to all compensation remaining to be paid during the then-current term of the Wilson Employment Agreement plus an additional one-year period.

During 2020, Dr.

Wilson was issued

500,000 shares of the Company’s common stock representing the 300,000 shares due for 2019 and 200,000 shares due for 2020.

Stock Incentive Plan

On April 22, 2020, our Board of

Directors and majority shareholders approved the Jupiter Wellness, Inc.

2020 Equity Incentive Plan (the “

Plan ”), to

be administered by the our Compensation Committee.

Pursuant to the Plan, we are authorized to grant options and other equity awards to

officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable under an award issued pursuant

to the Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall not be less than

100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.

Our Compensation Committee

shall also have sole authority to set the terms of all awards at the time of grant.

Pursuant to the Plan, a maximum of 1,183,950

shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance with

the terms of the Plan.

Outstanding Equity

Awards at Fiscal Year-End

In connection with the employment

agreements described above, Mr.

The Wilson Employment Agreement has a term

of three (3) years and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

In the event we

terminate the Wilson Employment Agreement without cause, we shall pay to Dr.

Wilson his base salary, including participation in all benefit

programs, for one (1) year or the remainder of the then-current term, whichever is more.

June 1, 2021, the Wilson Employment Agreement was amended to increase Mr.

Wilson’s base salary to $150,000, annual 10% increase

in base salary and options for 2022 and 2023 and effective December 6, 2021 if Mr.

Wilson is terminated either Voluntarily or Involuntarily

other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of Control, (ii) material merger or other

material business combination, (iii) change of Board of Directors or Executive Officers or (iv) or other events as set forth in the respective

Employment Agreement, the Employee is entitled to all compensation remaining to be paid during the then-current term of the Employment

Agreement or one year whichever is greater plus an additional two-years

Wilson was issued 500,000 shares of the Company’s common stock representing the 300,000 shares due for 2019 and 200,000

shares due for 2020.

January 20, 2021 the Company appointed Mr.

Allison the Vice President of Business Development of the Company.

In connection with

his appointment as Vice President of Business Development, Mr.

Allison entered into an employment agreement with the Company pursuant

to which he shall receive a base salary, payable bi-weekly, at an annualized rate of $180,000.

Pursuant to the employment agreement Mr.

Allison was granted 100,000 incentive stock options with an exercise price of $3.76 exercisable for five years.

On March 4, 2022, Mr.

Allison resigned by mutual agreement.

In connection with Mr.

Allison’s resignation, the Company entered into a Separation Agreement

Allison (the “Separation Agreement”), dated March 4, 2022 (see Form 8-K filed with the SEC on March 7, 2022).

Incentive Plan

July 27, 2021 and December 14, 2021, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2021 Equity Incentive Plan (the “ Plan ”), to be administered by the our Compensation Committee.

Pursuant to the Plan,

we are authorized to grant options and other equity awards to officers, directors, employees and consultants.

The purchase price of each

share of common stock purchasable under an award issued pursuant to the Plan, shall be determined by our Compensation Committee, in its

sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the

award is granted, subject to adjustment.

Our Compensation Committee shall also have sole authority to set the terms of all awards at

the time of grant.

Pursuant to the Plan, a maximum of 3,500,000 shares of our common stock shall be set aside and reserved for issuance,

subject to adjustments as may be required in accordance with the terms of the Plan.

Equity Awards at Fiscal Year-End

connection with the employment agreements described above, Mr.

McKinnon, our CFO, and Dr.

Wilson, our Chairman, were granted 100,000 shares and 300,000 shares, respectively,

of our common stock during the year ended December 31, 2019 which were not issued as of December 31, 2019.

Additionally, in connection

with the employment agreements, Mr.

Wilson, our Chairman, were granted 100,000

shares and 300,000 shares, respectively, of our common stock during the year ended December 31, 2019 which were not issued as of December

31, 2019 and issued in 2020.

Additionally, in connection with the employment agreements, Mr.

McKinnon and Dr.

Wilson were granted 100,000 shares and 200,000 shares, respectively, of our common

stock during the year ended December 31, 2020.

Wilson were granted 100,000

shares and 200,000 shares, respectively, of our common stock during the year ended December 31, 2021.

During 2020, Mr.

McKinnon and Dr.

Wilson were issued 200,000 and 500,000 shares of the

Company’s common stock, respectively.

There were no outstanding equity

awards as of December 31, 2020.

During the year ended December

31, 2018 we did not pay any compensation to our Directors.

The following table sets forth the amounts paid to Directors during the years

ended December 31, 2020 and 2019.

Richard Miller

Christopher Melton

28,000 26,000

Agreements with Directors

On February 25, 2019 (the “

Execution Date ”), we entered into an independent director’s agreement with Dr.

Wilson were issued 200,000 and 500,000 shares of the Company’s common stock, respectively.

were no outstanding equity awards as of December 31, 2021.

following table sets forth the amounts paid to Directors during the years ended December 31, 2021 and 2020.

Torres Kaufman

with Directors

February 25, 2019 (the “ Alila Execution Date ”), we entered into an independent director’s agreement with Dr.

Hector Alila, pursuant to which Dr.

shall serve as one of our directors (the “

Alila Agreement ”).

Pursuant to the Alila Agreement, we shall pay Dr.

$1,000 per quarter, per annum.

Alila shall serve as one of our directors (the “ Alila Agreement ”).

the Alila Agreement, we shall pay Dr.

Alila $1,000 per quarter, per annum.

Additionally, we shall issue to Mr.

Alila an option to purchase 33,330 shares of our common stock on the

Alila Execution Date and for each additional year Dr.

Alila serves as a director (the “

Alila Options ”).

The Alila Options

shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued on each anniversary date of his election.

On March 13, 2019 (the “

Execution Date ”), we entered into an independent director’s agreement with Timothy Glynn, pursuant to which Mr.

shall serve as one of our directors (the “

Glynn Agreement ”).

Pursuant to the Glynn Agreement, we shall pay Mr.

$1,000 per quarter, per annum.

Alila an option to purchase

33,330 shares of our common stock on the Alila Execution Date and for each additional year Dr.

Alila serves as a director (the “ Alila

The Alila Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued

on each anniversary date of his election.

On March 1, 2022 (the

“ Gary Execution Date ”), we entered into an independent director’s agreement with Gary Herman, pursuant to which

Herman shall serve as one of our directors (the “ Gary Agreement ”).

Pursuant to the Gary Agreement, we shall pay

Herman $20,000 per annum.

Additionally, we shall issue to Mr.

Glynn an option to purchase 50,000 shares of our common stock on the

Glynn Execution Date and for each additional year Mr.

Glynn serves as a director (the “

Glynn Options ”).

Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued on each anniversary date of his

Glynn resigned from the board of directors, effective January 15, 2021.

On July 29, 2019 (the “

Execution Date ”), we entered into an independent director’s agreement with Christopher Melton, pursuant to which Mr.

shall serve as one of our directors and our Audit Committee Chairperson (the “

Melton Agreement ”).

Pursuant to the Melton

Agreement, we shall pay Mr.

Herman an option to purchase 20,000 shares of our common stock on the

Gary Execution Date and for each additional year Mr.

Herman serves as a director (the “ Gary Options ”).

The Gary Options

shall have a three (3) year term and an exercise price of the closing market price of the date of issuance and shall be issued on the

first date of each anniversary.

July 29, 2019 (the “ Melton Execution Date ”), we entered into an independent director’s agreement with Christopher

Melton, pursuant to which Mr.

Melton shall serve as one of our directors and our Audit Committee Chairperson (the “ Melton Agreement ”).

Pursuant to the Melton Agreement, we shall pay Mr.

Melton $1,000 per quarter, per annum.

Additionally, we shall issue to Mr.

Melton an option to purchase 33,000

shares of our common stock on the Melton Execution Date and for each additional year Mr.

Melton serves as a director (the “

Options ”).

The Melton Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued

on each anniversary date of his election.

On January 20, 2021 (the “

Execution Date ”), we entered into an independent director’s agreement with Nancy Torres Kaufman, pursuant to which Ms.

Kaufman shall serve as one of our directors and one of our audit committee members (the “

Kaufman Agreement ”).

to the Kaufman Agreement, we shall pay to Ms.

Kaufman as director’s fee of $20,000 per annum.

Additionally, we issued to Ms.

an option to purchase 20,000 shares of our common stock on the Kaufman Execution Date and for each additional year she serves as a director

Kaufman Options ”).

The Kaufman Options shall have a three (3) year term, an exercise price equal to the current

market price of the Company’s common stock on the date of issuance, and shall be issued on each anniversary date of her election.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth

certain information with respect to the beneficial ownership of our voting securities by (i) any person or group beneficially owning more

than 5% of any class of voting securities;

option to purchase 33,000 shares of our common stock on the Melton Execution Date and for each additional year Mr.

Melton serves as a

director (the “ Melton Options ”).

The Melton Options shall have a three (3) year term and an exercise price of $0.25

per share and shall be issued on each anniversary date of his election.

January 20, 2021 (the “ Kaufman Execution Date ”), we entered into an independent director’s agreement with Nancy

Torres Kaufman, pursuant to which Ms.

Kaufman shall serve as one of our directors and one of our audit committee members (the “ Kaufman

Agreement ”).

Pursuant to the Kaufman Agreement, we shall pay to Ms.

Kaufman as director’s fee of $20,000 per annum.

Additionally,

we issued to Ms.

Kaufman an option to purchase 20,000 shares of our common stock on the Kaufman Execution Date and for each additional

year she serves as a director (the “ Kaufman Options ”).

The Kaufman Options shall have a three (3) year term, an exercise

price equal to the current market price of the Company’s common stock on the date of issuance, and shall be issued on each anniversary

date of her election.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or

group beneficially owning more than 5% of any class of voting securities;

(ii) our directors, and;

(iii) each of our named executive officers;

and (iv) all executive

officers and directors as a group as of March 31, 2021.

The information presented below regarding beneficial ownership of our voting

securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative

of ownership for any other purpose.

Under these rules, a person is deemed to be a “beneficial owner”

of a security if that

person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment

power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right.

More than one person

may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated, the address of all listed stockholders is c/o

Jupiter Wellness, Inc., 725 N.

Hwy A1A, Suite C-106, Jupiter, FL 33477.

Name of Beneficial Owner

Common Stock Beneficially

(iii) each of our named executive

and (iv) all executive officers and directors as a group as of March 31, 2022.

The information presented below regarding beneficial

ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not

necessarily indicative of ownership for any other purpose.

Under these rules, a person is deemed to be a “beneficial owner”

of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the

disposition of the security.

A person is deemed to own beneficially any security as to which such person has the right to acquire sole

or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or

More than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated, the address

of all listed stockholders is c/o Jupiter Wellness, Inc., 1061 E.

Indiantown Rd., Ste.

110, Jupiter, FL 33477.

of Beneficial Owner

Stock Beneficially

of Shares of Common Stock Beneficially

Directors and Officers:

and Officers:

Chief Executive Officer and Director

Doug McKinnon

Chief Financial Officer

Richard Miller

Chief Operating Officer and Director

Chairman and Head of Research and Development

Vice President of Business Development

Nancy Kaufman

Christopher Melton

All officers and directors (8 persons)

*The shares of common stock are owned by BBBY Ltd.

is a beneficiary.

(1) Includes 25,000 shares issuable upon exercise of options.

(2) Includes 66,660 shares issuable upon exercise of options.

officers and directors (8 persons)

shares of common stock are owned by BBBY Ltd.

Young is a beneficiary.

Includes 124,990 shares issuable upon exercise of options.

1 unchanged sentence

Includes 91,000 shares issuable upon exercise of options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

On June 20, 2019, we issued a

Twenty-Five Thousand Dollar ($25,000) convertible promissory note (the “

Caro Note ”) for funds lent by Caro Partners,

LLC, a consulting company owned by our Founder, Chief Executive Officer and director, Brian S.

The term of the Caro Note is one

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

June 20, 2019, we issued a Twenty-Five Thousand Dollar ($25,000) convertible promissory note (the “ Caro Note ”) for

funds lent by Caro Partners, LLC, a consulting company owned by our Founder, Chief Executive Officer and director, Brian S.

term of the Caro Note is one year.

The interest rate is ten percent (10%) non-compounded and payable semi-annually.

The Caro Note is convertible at any time by the

Note holder at a conversion price of $0.25 per share of common stock.

The Caro Note was paid in full in September 2019.

As a result, no

value was allocated to the conversion feature.

On July 25, 2019, we issued a

Fifty Thousand Dollars ($50,000) convertible promissory note the (“

Wilson Note ”) for funds lent by Dr.

Glynn Wilson,

one of our directors.

The Caro Note is

convertible at any time by the Note holder at a conversion price of $0.25 per share of common stock.

The Caro Note was paid in full in

September 2019.

As a result, no value was allocated to the conversion feature.

July 25, 2019, we issued a Fifty Thousand Dollars ($50,000) convertible promissory note the (“ Wilson Note ”) for funds

Glynn Wilson, one of our directors.

The term of the Wilson Note is one year.

The interest rate is ten percent (10%) non–compounded and payable

The interest rate is ten percent (10%) non–compounded

and payable semi-annually.

The Wilson Note is convertible at any time by the holder at a conversion price of $0.25 per share of common

Subsequent to September 30, 2020, the Wilson Note was converted into 200,000 shares of the Company’s common stock.

December 31, 2019, the Company issued a convertible promissory note for $250,000 to an entity run by a consultant of the Company.

note has a term of one year, an annual interest rate of eight percent (8%), payable semi-annually, and convertible into the Company’s

common stock at any time by the holders at a conversion price of $3.00 per share.

Subsequent to September 30, 2020, the Company has paid

the $250,000 principal balance of this note and related accrued interest.

the year ended December 31, 2020, the Company issued nine convertible promissory notes totaling $1,075,000 (the “ 2020 Notes ”)

to a non-affiliate.

to a Secured and Collateralized Lending LLC, an entity run by a consultant of the Company.

to BBBY, Ltd, an LLC of which Byron Young, a Company Director, is a manager and a member.

to Asia Pacific Partners Inc., an entity run by a consultant of the Company.

Subsequent to September 30, 2020, the Company paid the

balance of the note.

of the 2020 Notes have a one-year term and accrue interest at an annual interest rate of eight percent (8%) non compounded and payable

semi-annually.

The Wilson Note is convertible at any time by the holder at a conversion price of $0.25 per share of common stock.

to September 30, 2020, the Wilson Note was converted into 200,000 shares of the Company’s common stock.

On December 31, 2019, the Company

issued a convertible promissory note for $250,000 to an entity run by a consultant of the Company.

The note has a term of one year, an

annual interest rate of eight percent (8%), payable semi-annually, and convertible into the Company’s common stock at any time by

the holders at a conversion price of $3.00 per share.

Subsequent to September 30, 2020, the Company has paid the $250,000 principal balance

of this note and related accrued interest.

During the year ended December

31, 2020, the Company issued nine convertible promissory notes totaling $1,075,000 (the “

2020 Notes ”) as follows:

Issued to a non-affiliate.

Issued to a Secured and Collateralized Lending LLC, an entity run by a consultant

of the Company.

Issued to BBBY, Ltd, an LLC of which Byron Young, a Company Director, is

a manager and a member.

Issued to Asia Pacific Partners Inc., an entity run by a consultant of the

Subsequent to September 30, 2020, the Company paid the balance of the note.

2020 Notes have a one-year term and accrue interest at an annual interest rate of eight percent (8%) non compounded and payable semi-annually.

The Notes are convertible into the Company’s common stock at any time by the note holder at a conversion price of $3.00 per share,

which is considered as the fair value of the Company’s common stock based on the arm’s length equity transactions since at

the time of issuance, there was no open market for the Company’s common stock.

In November 2020, the $300,000

note was converted into 100,000 shares of the Company’s common stock along with a payment of $16,067 for accrued interest.

Additionally,

in November 2020 the $250,000 note plus accrued interest was paid in full by cash payments totaling 267,177 and the two $125,000 notes

plus accrued interest of $2,778 were paid in full for total cash payments of $252,778.

The following table sets forth a summary of the Company’s

convertible promissory notes activity for the years ended December 31, 2020 and 2019:

Balance December 31, 2018

Payments on Notes

Balance December 31, 2019

Conversion of Notes

Payments on Notes

Balance December 31, 2020

At December 31, 2020 and 2019

the aggregate outstanding balance of the convertible notes payable (the “Convertible Promissory Notes”) was $525,000 and $300,000,

respectively.

to December 31, 2020, all of the remaining notes were converted into shares of the Company’s common stock.

The Notes are convertible into the Company’s common stock at any time by the note holder at a conversion price of

$3.00 per share, which is considered as the fair value of the Company’s common stock based on the arm’s length equity transactions

since at the time of issuance, there was no open market for the Company’s common stock.

November 2020, the $300,000 note was converted into 100,000 shares of the Company’s common stock along with a payment of $16,067

for accrued interest.

Additionally, in November 2020 the $250,000 note plus accrued interest was paid in full by cash payments totaling

267,177 and the two $125,000 notes plus accrued interest of $2,778 were paid in full for total cash payments of $252,778.

December 31, 2020, the Company had a total of $525,000 plus accrued interest of $32,856 due on convertible promissory notes.

2021, the Company received conversion notices from all of the note holders to convert the $525,000 principal balance of its convertible

promissory notes plus $35,489 accrued interest through the date of conversion, into 186,832 shares of the Company’s common stock

($3.00 per share conversion price).

The shares were issued in January 2021.

December 31, 2021, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company

formed for the purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company

(“SPAC”) and an affiliate.

Brian John is the managing member of JWSL and Chief Executive Officer of JWAC.

November 3, 2021, JWAC filed a registration statement (“IPO”) with the Securities and Exchange Commission with an initial

funding of $100M.

On December 6, 2021 the IPO was deemed effective.

The total amount raised in the IPO was $138m.

a result, at December 31, 2021, JWSL holds 1,437,500 Founders shares of JWAC and 288,830 Private Placement Units of JWAC.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees totaling $52,075 and $16,700 were paid to M&K CPAS during

the year ended December 31, 2020 and 2019, respectively.

No other fees were paid to M&K CPAS.

Audit Fees totaling

$60,075 and $86,260 were paid to M&K

CPAS during the year ended December 31, 2020 and 2021, respectively.

other fees were paid to M&K CPAS.

Exhibits, Financial Statement Schedules

EXHIBIT INDEX

Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020 .

Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019 .

Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019 .

and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July

Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on

July 14, 2020.

Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed

with the SEC on July 14, 2020.

Director’s Contract between the Company and Dr.

Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2

of the Company’s Registration Statement filed with the SEC on July 14, 2020 .

Director’s Contract between the Company and Timothy G.

Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of

the Company’s Registration Statement filed with the SEC on July 14, 2020 .

Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4

of the Company’s Registration Statement filed with the SEC on July 14,

Agreement with Douglas O.

McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration

Statement filed with the SEC on July 14, 2020).

Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019.

Agreement with Dr.

Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration

Statement filed with the SEC on July 14, 2020.

Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020 .

Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.

Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Independent Director’s Contract between the Company and Dr.

Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Independent Director’s Contract between the Company and Timothy G.

Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020).

Employment Agreement with Douglas O.

McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020).

Employment Agreement with Dr.

Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC.

and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc.

and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on

November 9, 2020.

Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.

Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020 .

Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.

Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.

of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on

July 14, 2020.

and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.

Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.

Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.

Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.

Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.

Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith.

to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of March 31, 2022.

Wellness Inc.

Executive Officer and Director

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

and Chief Executive Officer (principal executive officer)

Financial Officer (principal financial and accounting officer)

March 31, 2022

Richard Miller

Compliance Officer and Director

March 31, 2022

and Chief Science Officer

March 31, 2022

Christopher Marc Melton

March 31, 2022

Nancy Torres Kaufman

March 31, 2022

Torres Kaufman

March 31, 2022

WELLNESS, INC.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public

Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2020 and 2019

Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Jupiter Wellness, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Jupiter Wellness, Inc.

(the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations,

stockholders’

equity (deficit), and consolidated statements of cash flows for each of the years in the two-year period ended December

31, 2020, 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, 2020 and 2019 and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

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 audit 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 consolidated

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 audit, 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.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Jupiter Wellness, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Jupiter Wellness, Inc.

(the Company) as of December 31, 2021 and 2020, and

the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period

ended December 31, 2021, 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, 2021 and 2020, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

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

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

financial statements based on our audits.

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

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audits,

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

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit 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

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 audit provides a reasonable basis for our opinion.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has recurring

net losses which raises substantial doubt about its ability to continue as a going concern.

Management's plans regarding those matters

are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Critical Audit Matters

The critical audit matters

communicated below are matters arising from the current period audit of the financial statements that were communicated or required to

be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Intangibles and Goodwill

As discussed in Note 6 to the financial statements,

the Company evaluates intangibles and goodwill for impairment on an annual basis to determine if an impairment exists.

Auditing management’s evaluation of impairment

analysis can be a significant judgment, given the fact that the analysis uses managements estimates on future cash flows derived from

the intangibles and goodwill.

To evaluate the appropriateness and accuracy of the

impairment determined by management, we examined the estimated future cash flows and management’s assessment of the probability

of those future cash flows in conjunction with the historical evidence and signed agreements.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2019.

April 12 , 2021

Jupiter Wellness, Inc.

Condensed Consolidated Balance Sheets

As of December 31, 2020 and 2019

Due from third party

Accounts receivable

Prepaid expenses

Right of use assets

Total current assets

Fixed assets, net of accumulated depreciation of $8,408

Intangible assets, net of accumulated amortization of $103,392

Liabilities and Shareholders’

Accounts Payable

Convertible notes payable to related parties

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.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in Notes 2 & 6, the Company has a held-to-maturity investment in an unconsolidated entity.

management’s valuation of the assets and analysis of the classification of the investment and potential impairment involves significant

judgements and estimates.

evaluate the appropriateness of the Company’s classification of the investment and analysis of impairment, we evaluated management’s

significant judgments and estimates.

discussed in Notes 2 & 7, the Company issued a note receivable to an unrelated party for future acquisitions that had not closed

as of period end.

management’s valuation of the assets and analysis of potential impairment involves significant judgements and estimates to determine

if the note is collectible and that there should or should not be an impairment taken.

evaluate the appropriateness of the Company’s analysis of impairment, we evaluated management’s significant judgments and

have served as the Company’s auditor since 2019.

Consolidated Balance Sheets

of December 31, 2021 and 2020

expenses and deposits

current assets

of use assets

and Shareholders’ Equity

notes, net of discounts

note payable issued in acquisition

Current portion of lease liability

Covid 19 SBA Loan

Accrued liabilities

Total current Liabilities

Long-term portion lease liability

Total liabilities

Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding

Common stock, $.001 par value, 100,000,000 shares authorized, of which 10,655,833 and 6,893,000 shares issued and outstanding as of December 31, 2020 and 2019, respectively

Additional paid-in capital

Common stock payable

Accumulated deficits

Total Shareholders’

Total Liabilities and Shareholders’

The accompanying notes are an integral part of these unaudited financial statements

Jupiter Wellness, Inc.

Condensed Consolidated Statement of Operations

For the Years Ended December 31, 2020 and 2019

Cost of Sales

Operating expense

General and administrative expenses

portion of lease liability

- 19 SBA Loan

current Liabilities

portion lease liability

stock, $ 0.001 par value, 100,000 shares authorized of which none are issued and outstanding

Common stock, $ .001 par value, 100,000,000 shares authorized, of which 24,046,001

and 10,655,833 shares issued and outstanding as of December 31, 2021 and 2020

paid-in capital

stock payable

( 35,374,646 )

( 7,274,401 )

Shareholders’ Equity

Liabilities and Shareholders’ Equity

accompanying notes are an integral part of these unaudited financial statements

Wellness, Inc.

Consolidated Statement of Operations

the Years Ended December 31, 2021 and 2020

and administrative expenses

Impairment of

Secured Promissory Note

income / (expense)

( 1,736,106 )

income / (expense)

other income (expense)

Interest income

Interest expense

Goodwill and intangible assets impairment

Total income (expense)

Net (loss) per share:

Weighted average number of shares

The accompanying notes are an integral part of these unaudited financial statements

Jupiter Wellness, Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

For the Years Ended December 31, 2020 and 2019

Balance, December 31, 2018

Common stock issued for cash (net of offering expenses)

Collection of subscription receivable

Common stock warrants issued as compensation

Common stock payable

Balance, December 31, 2019

Common Stock options issued in acquisition

Common stock options issued as compensation

Exercise of stock warrants

Common stock payable issued as compensation

Common Stock issued in Initial Public Offering (net of offering expenses)

Common stock issued for services

Common stock issued from promissory note conversions

Common stock issued in debt settlement

Common stock issued in endorsement agreement

Common stock issued in acquisition

Balance, December 31, 2020

The accompanying notes are an integral part of these unaudited financial statements

Jupiter Wellness, Inc.

( 1,029,079 )

$ ( 28,100,245 )

$ ( 6,289,205 )

(loss) per share:

average number of shares

accompanying notes are an integral part of these unaudited financial statements

Wellness, Inc.

Statement of Changes in Shareholders’ Equity

the Years Ended December 31, 2021 and 2020

December 31, 2019

$ ( 985,196 )

options issued in acquisition

options issued to Officers and employees

stock payable issued as compensation

issued in Initial Public Offering (“IPO”)

stock issued upon exercise of warrants

stock issued for services

stock issued upon conversion of notes

stock issued in debt settlement

stock issued in acquisition

stock issued in Endorsement Agreement

( 6,289,205 )

December 31, 2020

$ ( 7,274,401 )

stock issued in public offering

Stock issued for intellectual property

stock issued upon conversion of notes

stock issued for services

stock issued upon exercise of cashless

stock issued upon exercise of cashless options

value of Stock options granted to Officers and

value of Stock options granted to Officers and Directors

value of warrants issued and beneficial conversion

in connection with Convertible Promissory

value of warrants issued and beneficial conversion feature

in connection with Convertible Promissory Notes

( 28,100,245 )

December 31, 2021

$ ( 35,374,646 )

accompanying notes are an integral part of these financial statements

Wellness, Inc.

Consolidated Statement of Cash Flows

For the Years Ended December 31, 2020 and 2019

Cash flows from operating activities:

Adjustments to reconcile net income to net cash

provided by (used in) operating activities:

Stock based compensation

Depreciation and amortization

Changes in current operating assets and liabilities:

Due from third party

Prepaid expenses

Right of use asset

Accounts receivable

Security deposits and other assets

Goodwill and Intangible assets impairment

Accounts payable

Accrued liabilities

Lease liability

Net cash (used in) operating activities

Cash flows from investing activities:

Purchase of fixed assets

Cash received in acquisition

Net cash paid in acquisition

Net cash (used in) investing activities

Cash flows from financing activities:

Proceeds from convertible debt

Proceeds from note payable –

related party

Repayment of note payable –

related party

Proceeds from exercise of warrants

Collection of subscription receivable

Payments on promissory notes

Proceeds from Covid-19 SBA Loan

Payment on debt settlement

Proceeds from sales of common stock (net of offering expenses)

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for income taxes

Non-cash acquisition of Magical Beasts, LLC (see note 12)

Non-cash acquisition of SRM Entertainment, Ltd (see note 13)

The accompanying notes are an integral part of these unaudited financial statements

JUPITER WELLNESS, INC.

Notes to Financial Statements

For the Years Ended December 31, 2020 and 2019

Note 1 - Organization and Business Operations

Jupiter Wellness, Inc.

(the “Company”)

was formed on October 24, 2018 as CBD Brands, Inc.

under the laws of the State of Delaware, and is headquartered in Jupiter, Florida.

The Company is a leading cutting-edge wellness brand dedicated to exploring and developing multiple therapeutic and medical use for Cannabidiol

(CBD) in the treatment of various ailment and diseases such as cancer, arthritis, anxiety, insomnia, psoriasis, chronic pain amongst others.

Going Concern Consideration

the Years Ended December 31, 2021 and 2020

Ended December 31,

flows from operating activities:

$ ( 28,100,245 )

$ ( 6,289,205 )

Based compensation

& Amortization

of debt discount

on extinguishment of debt

on settlement

Goodwill & intangible impairment

Impairment of secured promissory note

to reconcile net income to net cash provided by (used in) operating activities

from third party

expenses and deposits

of Entry asset

cash (used in) operating activities

( 7,567,645 )

( 2,732,736 )

flows from investing activities:

of fixed assets

paid for Intellectual property

loaned to affiliate

( 2,908,300 )

loaned to a third party

( 10,000,000 )

received in acquisition

cash paid in acquisition

cash (used in) investing activities

( 13,146,597 )

flows from financing activities:

from public offering

from convertible debt

of convertible debt

( 3,150,000 )

from exercise of warrants

on promissory notes

on debt settlement

cash provided by financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

CASH FLOW INFORMATION:

paid for interest

paid for income taxes

Non-cash items:

stock issued in conversion of promissory notes

value of warrants issued and beneficial conversion feature in connection with convertible promissory notes

exercise of options

ROU asset and lease liability

value of shares issued for capitalized intellectual property

of Magical Beasts LLC

acquisition of SRM Entertainment, Ltd

accompanying notes are an integral part of these unaudited financial statements

WELLNESS, INC.

to Financial Statements

the Years Ended

31, 2021 and 2020

1 - Organization and Business Operations

Wellness, Inc.

(the “Company”) was formed on October 24, 2018 as CBD Brands, Inc.

under the laws of the State of Delaware,

and is headquartered in Jupiter, Florida.

The Company is a cutting-edge developer of cannabidiol (CBD) based medical therapeutics and

wellness products.

The Company’s clinical pipeline of prescription CBD-enhanced skin care therapeutics addresses indications including

eczema, burns, herpes cold sores, and skin cancer.

We are in the early stage of manufacturing, distributing, and marketing a diverse

line of consumer products infused with CBD.

Concern Consideration

of December 31, 2021 and 2020, the Company had an accumulated deficits of $ 35,374,646

and $ 7,274,401 ,

respectively, and cash flow used in operations of $ 7,567,645

and $ 2,732,736

for the years ended December 31,

2021 and 2020.

The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development

These conditions have raised doubt about the Company’s ability to continue as a going concern as noted by our auditors,

M&K CPAS, PLLC, during 2020.

During the year ended December 31, 2021, the Company closed an underwritten public offering (the

“Offering”) of 11,066,258

shares (the “Company Offering

Shares”) of common stock, par value $ 0.001

per share and warrants (the “Warrants”)

to purchase up to 11,607,142

shares of Common Stock.

will be exercisable immediately upon issuance with an exercise price of $ 2.79

per share and will expire on the

fifth anniversary of the original issuance date.

The net proceeds from the Offering, after deducting underwriting discounts and commissions

and Offering expenses, were $ 28,318,314 .

As of December 31, 2021, the Company had $ 11,754,558

in cash, accumulated deficit of $7,274,401 and cashflow used in operations of $2,732,736.

The Company has incurred and expects to continue

to incur significant costs in pursuit of its expansion and development plans.

These conditions raise doubt about the Company’s

ability to continue as a going concern.

Management has taken certain action and continues to implement changes designed to improve the

Company’s financial results and operating cash flows.

The actions involve certain cost-saving initiatives and growing

strategies, including (a) engage in very limited activities without incurring any liabilities that must be satisfied in cash;

offer noncash consideration and seek for equity lines as a means of financing its operations.

Additionally, the Company’s plan

includes certain scheduled research and development activities and related clinical trials which may be deferred as needed.

If the Company

is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any

operating losses it may incur, it may substantially curtail its operations or seek other business opportunities through strategic alliances,

acquisitions or other arrangements that may dilute the interests of existing stockholders.

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant

to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada

limited liability company and SRM Entertainment, Limited, a Hong Kong private limited company.

All intercompany accounts and transactions

have been eliminated.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires 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

in cash and working capital of $ 16,279,745 .

As a result, Management believes that the Company has sufficient capital to execute its business plan and the need for a going concern

opinion has been alleviated.

2 - Significant Accounting Policies

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc.,

a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited

All intercompany accounts and transactions have been eliminated.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires 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 could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.

no cash equivalents as of December 31, 2020.

Inventories are stated at the lower of cost or market.

The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment

of market conditions.

and Cash Equivalents

Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes

of the statement of cash flows.

There were no cash equivalents as of December 31, 2021.

are stated at the lower of cost or market.

The Company periodically reviews the value of items in inventory and provides write-downs

or write-offs of inventory based on its assessment of market conditions.

Write-downs and write-offs are charged to cost of goods sold.

Inventory is based upon the average cost method of

Net Loss per Common Share

Net income (loss) per common share is computed pursuant

to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income (loss) per share is computed by dividing net income

(loss) by the weighted average number of shares of common stock outstanding during the period.

If applicable, diluted earnings per share

assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred

stock, unless the effect is to reduce a loss or increase earnings per share.

As such, options, warrants, convertible securities and preferred

stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share.

Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period

Denominator for diluted earnings per share

Basic (loss) per share

Diluted (loss) per share

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities,

which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying

amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Revenue Recognition

The Company generates its revenue from the sale of

its products directly to the end user or distributor (collectively the “customer”).

The Company recognizes revenues by applying the following

steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers”

(“ASC 606”).

Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that

reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company applies the following

five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract;

recognize revenue as the performance obligation is satisfied.

The Company’s performance obligations are satisfied

when goods or products are shipped on a FOB shipping point basis as title passes when shipped.

Our product is generally paid in advance

of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases

of defective products of which there have been none to date.

Our revenue currently is generated from one general

product category of health care products with one performance obligation and geographically there are no specific concentrations of our

customer base to disaggregate our revenue stream.

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the

Company’s products.

The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables,

historical collection information, and existing economic conditions.

As of December 31, 2020 the Company recorded an allowance of $118,761

against accounts receivable acquired in connection with the acquisition of SRM Entertainment and as of December 31, 2019, the Company

had recognized no allowance for doubtful collections.

Foreign Currency Translation

Assets and liabilities in foreign currencies are translated

using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing

during the period.

Inventory is based upon the average cost method of accounting.

Held-to-Maturity

that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted

for as hold-to-maturity investments (“HTM”).

HTM investments are carried at amortized cost in the financial statements.

investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

Company has two reportable segments:

(i) sales and development of cannabidiol (CBD) based skin care and therapeutic products and (ii)

sales of merchandise sold to theme parks.

Loss per Common Share

income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during

If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such

as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share.

As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the

potential common shares would be to decrease the loss per share.

Schedule of Net Loss per Common Share

$ ( 28,100,245 )

$ ( 6,289,205 )

for basic earnings per share - Weighted-average common shares issued and outstanding during the period

for diluted earnings per share

(loss) per share

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customer”).

Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue

from Contracts with Customers” (“ASC 606”).

Under ASC 606, revenues are recognized when control of the promised goods

or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to

be recognized as it fulfills its obligations under each of its agreements:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes

when shipped.

Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,

refund or warranty related to our products except for cases of defective products of which there have been none to date.

Receivable and Credit Risk

receivable are generated from sales of the Company’s products.

The Company provides an allowance for doubtful collections, which

is based upon a review of outstanding receivables, historical collection information, and existing economic conditions.

As of December

31, 2020, the Company recorded an allowance of $ 118,761 against accounts receivable acquired in connection with the acquisition of SRM

Entertainment and as of December, 2021, the Company had recognized no additional allowance for doubtful collections.

of Long-Lived Assets

evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the

carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the undiscounted

future net cash flow the asset is expected to generate.

and Intangible Assets

is tested for impairment at a minimum on an annual basis.

Goodwill is tested for impairment at the reporting unit level by first performing

a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

Goodwill is considered

impaired if the carrying value of the reporting unit exceeds its fair value.

The discounted cash flow approach uses expected future operating

Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

conducted our annual impairment tests of goodwill as of December 31, 2021 and 2020.

As a result of these tests, we recorded an impairment

to the carrying value of Goodwill in the amount of $ 308,690 in the year ended December 31, 2020.

There was no impairment in 2021.

assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade

names, purchased technology, and non-compete agreements.

Intangible assets are amortized over the period of estimated benefit using the

straight-line method and estimated useful lives ranging from one to twenty years.

No significant residual value is estimated for intangible

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate

that the carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds

the undiscounted future net cash flow the asset is expected to generate.

Company’s evaluation of its long-lived assets resulted in $ 300,000 and $ 731,628 of intangible impairment expense during the years

ended December 31, 2021 and December 31, 2020.

Currency Translation

and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts

are translated at the average exchange rates prevailing during the period.

Equity accounts are translated at historical exchange rates.

Gains and losses from foreign currency transactions and

translation for the years ended December 31, 2020 and 2019 and the cumulative translation gains and losses as of December 31, 2020 and

2019 were not material.

Research and Development

The Company accounts for research and development

costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”).

ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development

costs are expensed as incurred.

Third-party research and developments costs are expensed when the contracted work has been performed or

as milestone results have been achieved.

Company-sponsored research and development costs related to both present and future products

are expensed in the period incurred.

The Company incurred research and development expenses of $308,367 and $108,957 for the year ended

December 31, 2020 and 2019, respectively.

Stock Based Compensation

The Company recognizes compensation costs to employees

under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”

(“ASC 718”).

Under ASC 718,

companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and

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

Share based compensation

arrangements include stock options and warrants.

As such, compensation cost is measured on the date of grant at their fair value.

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

On October 24, 2018, the inception date, the Company

adopted ASU No.

2018-07 “Compensation - Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting.”

amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees)

to include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to

nonemployees and employees will be substantially aligned.

The Company accounts for income taxes under ASC 740

Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact

of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived

from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely

than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides

guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s

financial statements.

Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would

be the only period subject to examination.

The Company believes that its income tax positions and deductions would be sustained on audit

and does not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s policy

for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred tax asset at December

31, 2020 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately

$936,311 less a valuation allowance in the amount of approximately $936,311.

Because of the Company’s lack of earnings history,

the deferred tax asset has been fully offset by a valuation allowance in the years ended December 31, 2020 and 2019.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting

Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties

Gains and losses from foreign currency transactions and translation for the years ended December 31, 2021 and 2020 and the cumulative

translation gains and losses as of December 31, 2021 and 2020 were not material.

and Development

Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and developments costs are expensed

when the contracted work has been performed or as milestone results have been achieved.

Company-sponsored research and development costs

related to both present and future products are expensed in the period incurred.

The Company incurred research and development expenses

of $ 1,079,362 and $ 308,367 for the years ended December 31, 2021 and 2020, respectively.

based compensation

Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”

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 grant.

October 24, 2018, the inception date, the Company adopted ASU No.

2018-07 “Compensation - Stock Compensation (Topic 718):

to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation

(which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain

tax positions requiring recognition in the Company’s financial statements.

Since the Company was incorporated on October 24, 2018,

the evaluation was performed for 2018 tax year which would be the only period subject to examination.

The Company believes that its income

tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes

to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such items

as a component of income tax expense.

Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state

effective tax rates equating to approximately $ 4,865,890 less a valuation allowance in the amount of approximately $ 4,865,890 .

of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the year ended

December 31, 2021.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

of related party transactions.

to Section 850-10-20 the related parties include a.

affiliates of the Company;

Entities for which investments in their equity securities would be required, absent the election

of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method

by the investing entity;

trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under

the trusteeship of management;

entities for which investments in their equity securities

would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,

to be accounted for by the equity method by the investing entity;

trusts for the benefit of employees, such as pension and profit-sharing

trusts that are managed by or under the trusteeship of management;

principal owners of the Company;

management of the Company;

other parties with which the Company

may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one

of the transacting parties might be prevented from fully pursuing its own separate interests;

Other parties that can significantly

influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting

parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully

pursuing its own separate interests.

The 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 consolidated or combined

financial statements is not required in those statements.

other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies

of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership

interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting

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

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 consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

the 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 period;

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.

Recent Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, which simplifies

the accounting for non-employee share-based payment transactions.

The amendments specify that Topic 718 applies to all share-based payment

transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based

payment awards.

The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted

(but no sooner than the adoption of Topic 606).

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;

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.

Accounting Pronouncements

June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions.

The amendments

specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed

in a grantor’s own operations by issuing share-based payment awards.

The standard will be effective for us in the first quarter

of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606).

The Company has adopted

this standard beginning January 1, 2019.

The adoption of this standard has not had a significant impact on the Company’s results

of operations, financial condition, cash flows, and financial statement disclosures.

February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases

classified as operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments

(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with

a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize

lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases generally on a

straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual

periods and is to be retrospectively applied.

The Company has adopted this standard beginning January 1, 2019.

The adoption of this

standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial

statement disclosures.

In May 2014, the FASB issued ASU No.

2014-09, Revenue

from Contracts with Customers (Topic 606) (“ASU 2014-09”).

ASU 2014-09 will supersede virtually all existing revenue guidance.

Under this update, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that

reflects the expected consideration received in exchange for those goods or services.

As such, an entity will need to use more judgment

and make more estimates than under the current guidance.

ASU 2014-09 is to be applied retrospectively either to each prior reporting period

presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative

effect adjustment to retained earnings.

The Company has elected to apply the impact (if any) of applying ASU 2014-09 to the most current

reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings.

In February 2016, Topic 842, “Leases”

was issued to replace the leases requirements in Topic 840, “Leases”.

The main difference between previous GAAP and Topic

842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous

A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset

representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted

to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

If a lessee makes

this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The accounting

applied by a lessor is largely unchanged from that applied under previous GAAP.

Topic 842 will be effective for annual reporting periods

beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied.

has adopted this standard beginning January 1, 2019.

The adoption of this standard has not had a significant impact on the Company’s

results of operations, financial condition, cash flows, and financial statement disclosures.

Note 3 - Accounts Receivable

As of December 31, 2020 and 2019, the Company

had accounts receivable of $255,111 and $1,911, respectively net of an allowance for doubtful accounts of $118,761 for 2020 and no allowance

Note 4 - Prepaid Expenses

As of December 31, 2020 and 2019, the Company had

prepaid expenses of $92,788 and $25,000, respectively consisting of deposits and prepayments on purchase orders for 2020 and offering

expenses in connection with its Initial Public Offering for 2019.

Note 5 - Inventory

As of December 31, 2020 and 2019, the Company had

inventory of $225,924 and $135,478, consisting of finished goods, raw materials and packaging supplies.

Note 6 - Intangible Assets and Goodwill

In connection with the acquisition of Magical Beasts

(see Note 12 below), the Company allocated the purchase price to intangible assets as follows:

Tradenames & trademarks

Customer base

The Non-compete has an estimated life of two years,

the Customer base has an estimated life of fifteen years and the Tradenames & trademarks and Goodwill have indefinite life and will

be reviewed at each subsequent reporting period to determine if the assets have been impaired.

At December 31, 2020, Goodwill was analyzed

by management, assisted by a third party valuation company, and determined that the Goodwill associated the acquisition of Magical Beasts

has been impaired and as a result the Company recognized a charge to earnings of $308,690 in the year ended December 31, 2020.

Additionally,

the Intangibles were analyzed by management, assisted by a third party valuation company, and determined that the Intangible associated

the acquisition of Magical Beasts had also been impaired and as a result the Company recognized an additional charge to earnings of $731,628

The adoption of this standard

has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement

3 - Accounts Receivable

December 31, 2021 and 2020, the Company had accounts receivable of $ 695,319

and $ 255,111

(net of an allowance of $ 0 and $ 118,761 ),

respectively.

4 - Prepaid Expenses and Deposits

December 31, 2021 and 2020, the Company had prepaid expenses and deposits of $ 617,302

and $ 215,904 ,

respectively consisting primarily of deposits and prepayments on purchase orders.

5 - Inventory

December 31, 2021 and 2020, the Company had inventory of $ 304,266

and $ 225,924 ,

consisting of finished goods, raw materials and packaging supplies.

6 – Investment in Affiliate

December 31, 2021, the Company had purchased 1,437,500 Founders shares and 288,830 Private Placement Units of Wellness Acquisition

(“JWAC”), a special purpose acquisition company (“SPAC”), for $ 2,908,300 .

The Investment is being

accounted for as a Hold-to-Maturity Investment.

November 3, 2021, JWAC filed a registration statement (“IPO”) with the Securities and Exchange Commission with an initial

funding of $ 100 M.

On December 6, 2021 the IPO was deemed effective.

The total amount raised in the IPO was $ 138,000,000 .

7 – Note Receivable

December 8, 2021, the Company issued a Secured Promissory Note in the amount of $ 10,000,000

to Next Frontier Pharmaceuticals,

(“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire NFP.

a term of six months and

interest at eight percent ( 8 %).

In February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note (see Subsequent Event

Footnote 17).

As a result, the Company has determined that the Note has been impaired and has taken an impairment charge of $ 10,000,000

against the 2021 earnings.

8 - Intangible Assets

connection with the acquisition of Magical Beasts (see Note 13 below), the Company allocated the purchase price to intangible assets

Schedule of Purchase Price to Intangible Assets

Non-compete has an estimated life of two years , the Customer base has an estimated life of fifteen years and the Tradenames & trademarks

and Goodwill have indefinite lives and will be reviewed at each subsequent reporting period to determine if the assets have been impaired.

At December 31, 2020, Goodwill was analyzed by management, assisted by a third party valuation company, and determined that the Goodwill

associated with the acquisition of Magical Beasts has been impaired and as a result the Company recognized a charge to earnings of $ 308,690

in the year ended December 31, 2020.

The balance of the Intangible Assets at December, 31, 2020 attributable to Magical Beasts totals

Amortization for the year ended December 31, 2020 totaled $103,392.

In connection with the acquisition of SRM Entertainment,

Limited (see Note 13 below), the Company allocated the purchase price to intangible assets as follows:

Distribution Agreements

The Distribution Agreements have an estimated life

of six years and Goodwill has an indefinite life and will be reviewed at each subsequent reporting period to determine if the assets have

been impaired.

Note 7 - Convertible Notes Payable –

The 2019 Notes:

On June 10, 2019, the Company entered into a Twenty-Five

Thousand Dollar ($25,000) Convertible Promissory Note (the “Caro Note”) with Caro Partners, LLC (“Caro”), a consulting

firm owned by Brian S.

John, our Chief Executive Officer and a member of our Board of Directors.

The term of the Caro Note was one year.

The interest rate was ten percent (10%) non compounded and payable semi-annually.

The Caro Note was convertible at any time by Caro at

a conversion price of $0.25 per share of common stock.

The Caro Note was paid in full in September 2019.

As a result, no value was allocated

to the conversion feature.

On July 25, 2019, the Company issued a Convertible

Promissory Note for $50,000 to its Chairman, with a term of one year, an annual interest rate of ten percent (10%), which is non compounded

and payable semi-annually, and convertible into the Company’s common stock at any time by the holder at a conversion price of $0.25

The conversion feature was considered the fair value of the Company’s common stock based on the arm’s length equity

transactions since there was no open market for the Company’s common stock when issued.

As a result, the Company determined that

the conversion features contained in this Convertible Promissory Note should carry neither beneficial conversion feature nor derivative

This note was converted into 200,000 shares of the Company’s common stock along with the cash payment of $7,028 for

the accrued interest in December 2020.

On December 31, 2019 the Company issued a Convertible

Promissory Note for $250,000 to a related party, with a term of one year, an annual interest rate of eight percent (8%), which is non

compounded and payable semi-annually, and convertible into the Company’s common stock at any time by the holders at a conversion

price of $3.00 per share, which was considered the fair value of the Company’s common stock based on the arm’s length equity

transactions since there is no open market for the Company’s common stock.

As a result, the Company determined that the conversion

features contained in the Note should carry neither beneficial conversion feature nor derivative liabilities.

The note and accrued interest

were paid in full in November 2020 with cash payments totaling $267,178.

The 2020 Notes:

During the year ended December 31, 2020, the Company

issued nine convertible promissory notes totaling $1,075,000 (the “2020 Notes”) as follows:

Conversion Rate

Issued to a non-affiliate.

Issued to a Secured and Collateralized Lending LLC, an entity run by a consultant of the Company.

Issued to BBBY, Ltd, an LLC of which Byron Young, a Company Director, is a manager and a member.

Issued to Asia Pacific Partners Inc., an entity run by a consultant of the Company.

All of the 2020 Notes have a one-year term and accrue

interest at an annual interest rate of eight percent (8%) non compounded and payable semi-annually.

The 2020 Notes are convertible into

the Company’s common stock at any time by the note holder at a conversion price of $3.00 - $5.00 per share, which is considered

as the fair value of the Company’s common stock based on the arm’s length equity transactions since there was yet to be any

open market for the Company’s common stock.

As a result, the Company determined that the conversion features contained in the 2020

Notes should carry neither beneficial conversion feature nor derivative liabilities.

In November 2020, the $300,000 note was converted

into 100,000 shares of the Company’s common stock along with a payment of $16,067 for accrued interest.

Additionally, in November

2020 the $250,000 note plus accrued interest was paid in full by cash payments totaling 267,177 and the two $125,000 notes plus accrued

interest of $2,778 were paid in full for total cash payments of $252,778.

The following table sets forth a summary of the Company’s

convertible promissory notes activity for the years ended December 31, 2020 and 2019:

Balance December 31, 2018

Payments on Notes

Additionally, the Intangibles were analyzed by management, assisted by a third-party valuation company,

and determined that the Intangible associated with the acquisition of Magical Beasts had also been impaired and as a result the Company

recognized an additional charge to earnings of $ 731,628 in the year ended December 31, 2020.

The balance of the Intangible Assets at

December 31, 2020 attributable to Magical Beasts was $ 122,501 .

the first two quarters of 2021, the Company amortized $ 25,847 of the remaining Intangible Assets attributable to Magical Beasts.

third quarter management determined that the balance of $ 96,654 had been impaired and was recognized as a charge to earnings.

As of December

31, 2021, the Company had no remaining Intangible Assets attributable to Magical Beasts.

connection with the acquisition of SRM Entertainment, Limited (see Note 13 below), the Company allocated the purchase price to intangible

assets as follows:

Distribution Agreements have an estimated life of six years and Goodwill has an indefinite life and will be reviewed at each subsequent

reporting period to determine if the assets have been impaired.

for the years ended December 31, 2021 and 2020 was $ 72,883 and $ 18,221 The balance of the Intangible Assets at December 31, 2021 and

2020 attributable to SRM totals $ 364,417 and $ 382,638 , respectively.

the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use of certain patented technologies.

The Company paid a total of $ 675,000

for the rights, consisting of $ 150,000

in cash and $ 525,000

in shares of the Company’s

common stock.

In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated

license to be impaired and took a charge to earning of $ 300,000 .

The balance of Intellectual property at December 31, 2021 was $ 375,000

which includes Patents and other formulations

used in our development of future products.

9 - Convertible Notes Payable – Related Parties

July 25, 2019, the Company issued a Convertible Promissory Note for $ 50,000 to its Chairman, with a term of one year , an annual interest

rate of ten percent ( 10 %), which is non compounded and payable semi-annually, and convertible into the Company’s common stock at

any time by the holder at a conversion price of $ 0.25 per share.

The conversion feature was considered the fair value of the Company’s

common stock based on the arm’s length equity transactions since there was no open market for the Company’s common stock

As a result, the Company determined that the conversion features contained in this Convertible Promissory Note should carry

neither beneficial conversion feature nor derivative liabilities.

This note was converted into 200,000 shares of the Company’s

common stock along with the cash payment of $ 7,028 for the accrued interest in December 2020.

December 31, 2019, the Company issued a Convertible Promissory Note for $ 250,000 to a related party, with a term of one year, an annual

interest rate of eight percent ( 8 %), which is non compounded and payable semi-annually, and convertible into the Company’s common

stock at any time by the holders at a conversion price of $ 3.00 per share, which was considered the fair value of the Company’s

common stock based on the arm’s length equity transactions since there was no open market for the Company’s common stock.

As a result, the Company determined that the conversion features contained in the Note should carry neither beneficial conversion feature

nor derivative liabilities.

The note and accrued interest were paid in full in November 2020 with cash payments totaling $ 267,178 .

the year ended December 31, 2020, the Company issued nine convertible promissory notes totaling $ 1,075,000 (the “2020 Notes”)

Schedule of Convertible Promissory Notes Issued

to a non-affiliate.

to a Secured and Collateralized Lending LLC, an entity run by a consultant of the Company.

to BBBY, Ltd, an LLC of which Byron Young, a Company Director, is a manager and a member.

to Asia Pacific Partners Inc., an entity run by a consultant of the Company.

November 2020, the $ 300,000 note was converted into 100,000 shares of the Company’s common stock along with a payment of $ 16,067

as accrued interest.

Additionally, in November 2020, the $ 250,000 note plus accrued interest was paid in full by cash payments totaling

267,177 and the two $ 125,000 notes plus accrued interest of $ 2,778 were paid in full for total cash payments of $ 252,778 .

December 31, 2020, the Company had a total of $ 525,000 plus accrued interest of $ 32,856 due on convertible promissory notes.

2021, the Company received conversion notices from all of the note holders to convert the $ 525,000 principal balance of its convertible

promissory notes plus $ 35,496 accrued interest through the date of conversion, into 186,832 shares of the Company’s common stock

($ 3.00 per share conversion price).

The shares were issued in January 2021.

May 2021, the Company issued three Convertible Promissory Notes totaling $ 3,150,000 ($ 2,500,000 , $ 500,000 and $ 150,000 ) (the “2021

The 2021 Notes were issued with an Original Issue Discount (“OID”) of five percent (5%), a term of six months,

an annual interest rate of eight percent (8%) and convertible into shares of the Company’s common stock at a conversion price of

$6.00 per share .

Additionally, the Company issued a total of 525,000 warrants in connection with the 2021 Notes.

The fair value of these

warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes

valuation model on the respective reporting date as follows:

Schedule of Assumptions for Black-Scholes Valuation Model

the year ended December 31, 2021, the 2021 Notes were paid in full in cash.

The following table sets forth a summary of the principal

balances of the Company’s convertible promissory notes activity for the years ended December 31, 2021 and 2020:

Schedule of Convertible Promissory Notes

Balance, December 31, 2019

Conversions of Notes

Payments on Notes

December 31, 2020

( 3,150,000 )

Balance, December 31, 2021

A December 31, 2020 and 2019 the aggregate outstanding

balance of the convertible notes payable (the “Convertible Promissory Notes”) was $525,000 and $300,000, respectively.

The Company recorded interest expense of $74,326 and

$2,181 related to the Convertible Promissory Notes during the years ended December 31, 2020 and 2019.

At December 31, 2020, the Company

had accrued interest payable of $32,856.

Note 8 - Note Payable Issued in Acquisition

In connection with the Acquisition of Magical Beasts,

LLC (see Note 12) the Company issued a non-interest bearing $1,000,000 promissory note, due upon the earlier of i) the closing of a public

offering or ii) December 31, 2020.

The note has been valued at its discounted amount of $950,427.

During the year ended December 31, 2020,

the company recognized $49,573 of interest expense for the accretion of the discount.

In August 2020, a Nevada court imputed a judgement

Whitley (the former owner of Magical Beasts, LLC) to Magical Beasts (see Note 14 Legal proceedings) and advised the Company that

before paying any funds under the note to Ms.

Whitley, the Company must first satisfy the judgement to the Plaintiff.

In October 2020,

the Company, Ms.

Company recorded amortization of debt discount of $ 1,604,031

related to the Convertible Promissory

Notes during the year ended December 31, 2021, which included $ 157,500

of original issues discounts and

of warrant and beneficial conversion

features expense related to the convertible notes.

interest expense for the Company was $ 1,736,106 and $ 116,802 for the years ended December 31, 2021 and 2020, respectively.

10 - Note payable issued in acquisition

connection with the Acquisition of Magical Beasts, LLC (see Note 12), the Company issued a non-interest bearing $ 1,000,000 promissory

note (“Note”), due upon the earlier of i) the closing of a public offering or ii) December 31, 2020.

The note has been valued

at its discounted amount of $ 950,427 .

During the year ended December 31, 2020, the Company recognized $ 49,573 of interest expense for

the accretion of the discount.

August 2020, a Nevada court imputed a judgement of Ms.

Whitley (the former owner of Magical Beasts, LLC) to Magical Beasts (see Note

14 Legal proceedings) and advised the Company that before paying any funds under the note to Ms.

Whitley, the Company must first satisfy

the judgement to the Plaintiff.

In October 2020, the Company, Ms.

Whitley and the Plaintiff in the judgement action against Ms.

Whitley reached an agreement whereby Ms.

Whitley agreed

that of the $1,000,000 payable to Ms.

Whitley, the first $336,450 would be paid to the Plaintiff which the Company has paid in full with

a cash payment of $300,000 and the issuance of 8,500 shares of its common stock.

The balance of the note at December 31, 2020 was $691,500.

Note 9 –

reached an agreement whereby Ms.

Whitley agreed that of the $ 1,000,000 payable to Ms.

Whitley, the first $ 336,450 would be paid to the

Plaintiff which the Company has paid in full with a cash payment of $ 300,000 and the issuance of 8,500 shares of its common stock leaving

a balance of $ 691,500 at December 31, 2020.

January 2021, the Company entered into an Omnibus Amendment to the original Purchase Agreement (see Note 12) which satisfied the Company’s

obligation on the Note.

11 – Covid-19 SBA Loans

During the nine months ended December 31, 2020, the

Company applied for and received $28,878 under the Federal Paycheck Protection Program (“PPP”) and $55,700 under the Economic

Injury Disaster Loan Program (“EIDL”), both of which are administered through the Small Business Administration (“SBA”).

Under the guidelines of the PPP, the SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible

Under the guidelines of the EIDL, the maximum term is 30 years;

however, terms are determined on a case-by-case basis based

on each borrower’s ability to repay and carry an interest rate of 3.75%.

The Company has not received any notification from the

SBA as to whether the PPP will be forgiven or what terms the EIDL will ultimately be.

Note 10 - Capital Structure

Common and Preferred Stock - The Company

is authorized to issue a total of 100,000,000 shares of common stock with par value of $0.001 and 100,000 shares of preferred stock with

par value of $0.001.

As of December 31, 2020 and 2019, the Company had 10,655,833 and 6,893,000 shares of common stock issued and outstanding,

respectively, and no shares of its preferred stock were issued and outstanding.

Founder Shares:

During 2018, 5,000,000 shares of the Company’s

common stock were issued to the Founders of the Company (“Founder Shares”) for an aggregate amount of $5,000 to the management

of the Company, of which $4,550 was collected as of December 31, 2018 and $450 was collected during the year ended December 31, 2019.

Subscription Shares:

During 2018 and 2019, fourteen (14) investors submitted

subscription agreements to the Company for the purchase of a total 1,158,000 shares of the Company’s Common Stock by cash payment

of total $289,500, or $0.25 per share, of which $239,500 was collected as of December 31, 2018 and $50,000 was collected in 2019.

transaction was independently negotiated between the Company and the investors.

Regulation A Offering:

On June 21, 2019, the Company filed a Form 1-A Regulation

A Offering Statement Under the Securities Act of 1933, as amended, and subsequent amendments thereto on July 29, 2019 and August 19, 2019

(the “Form 1-A”).

On September 5, 2019, the Form 1-A was qualified by the Securities and Exchange Commission.

the Form 1-A, as of December 31, 2019, the Company has sold 735,000 shares of its common stock, $0.001 par value per share, at a purchase

price of $1.00 per share, resulting in gross proceeds of $735,000 before deducting offering expenses of $23,000.

Warrant exercise:

During 2020, all of the 1,158,000 warrants issued

in connection with the sale of the Subscription Shares were exercised for cash of $489,000 and utilization of the cashless exercise feature.

the year ended December 31, 2020, the Company applied for and received $ 28,878

under the Federal Paycheck Protection

Program (“PPP”) and $ 55,700

under the Economic Injury Disaster

Loan Program (“EIDL”), both of which are administered through the Small Business Administration (“SBA”).

the guidelines of the PPP, the SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible

During 2021, the PPP loans were forgiven, resulting in a gain of $ 34,499 , and the SBA notified the Company that the

terms of the EIDL are a term of 30 years

and an interest rate of 3.75 %.

The balance of the EIDL at December 31, 2021 was $ 47,547 .

12 - Capital Structure

Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 and 100,000

shares of preferred stock with par value of $ 0.001 .

As of December 31, 2021 and 2020, there were 24,046,001 shares of common stock and

10,655,833 shares of common stock were issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding.

2018, 5,000,000 shares of the Company’s common stock were issued to the Founders of the Company (“Founder Shares”)

for an aggregate amount of $ 5,000 to the management of the Company, of which $ 4,550 was collected as of December 31, 2018 and $ 450 was

collected during the year ended December 31, 2019.

2018 and 2019, fourteen (14) investors submitted subscription agreements to the Company for the purchase of a total 1,158,000 shares

of the Company’s Common Stock by cash payment of total $ 289,500 , or $ 0.25 per share, of which $ 239,500 was collected as of December

31, 2018 and $ 50,000 was collected in 2019.

The transaction was independently negotiated between the Company and the investors.

September 21, 2019, the Company filed a Form 1-A Regulation A Offering Statement Under the Securities Act of 1933, as amended, and subsequent

amendments thereto on July 29, 2019 and August 19, 2019 (the “Form 1-A”).

On September 5, 2019, the Form 1-A was qualified

by the Securities and Exchange Commission.

Pursuant to the Form 1-A, as of December 31, 2019, the Company has sold 735,000 shares of

its common stock, $ 0.001 par value per share, at a purchase price of $ 1.00 per share, resulting in gross proceeds of $ 735,000 , before

deducting offering expenses of $ 23,000 .

ended December 31, 2020 issuances:

2020, all of the 1,158,000 warrants issued in connection with the sale of the Subscription Shares were exercised for cash of $ 489,000

and utilization of the cashless exercise feature.

As a result, the Company issued a total of 1,146,000 shares of its common stock.

Initial Public Offering :

On November 3, 2020, the Company completed an initial

public offering (“IPO”) of 933,333 units (the “Units”).

Each Unit consisted of one share of common stock of the

Company, par value $0.001 per share (“Common Stock”), and one warrant of the Company (“Warrant”), with each Warrant

entitling the holder thereof to purchase one share of Common Stock for $8.50 per share.

The Units were sold at a price of $7.50 per Unit,

generating gross proceeds to the Company of approximately $7,000,000.

The Company granted the underwriters in the IPO a 45-day option

to purchase up to 140,000 additional shares of Common Stock and 140,000 Warrants solely to cover over-allotments, if any.

Simultaneously

with the closing of the IPO, the Company consummated the sale of the additional 140,000 Warrants that were subject to the underwriters’

over-allotment option at $0.01 per Warrant, generating gross proceeds of $1,400.

Net proceeds to the Company after all offering expenses,

including legal, accounting and professional fees, registration and other fees and expenses were approximately $5,900,000.

Conversion of Convertible Promissory Notes:

During 2020, the Company converted $350,000 of convertible

promissory notes into 300,000 shares of its common stock.

The Notes were converted per the terms of the respective Notes and

the Company did not recognize any gain or loss on the conversion.

(see Note 7 –

Convertible Promissory Notes).

Endorsement shares:

In connection with the execution of an Endorsement

Agreement with Tee-2-Green, the Company issued 50,000 shares of its common stock valued at $3.94 per share (value at date of the 11/10/20

agreement) for total of stock-based compensation of $197,125.

Consulting Services shares:

During 2020, the Company

entered into two Consulting Agreements under the terms of which the Company issued 425,000 shares of its common stock.

The shares were

issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements.

Company recognized a total of $1,565,000 as stock-based compensation

in the year ended December 31, 2020.

Whitley Settlement:

In connection with the Settlement of creditors of

Whitley, the former owner of Magical Beasts, LLC (see Note 14 Legal proceedings) the Company issued 8,500 shares of its common stock

valued at $8,500.

Officer Shares:

During 2020, the company issued a total of 700,000

shares of its common stock to its Chairman and its CFO of which 400,000 shares valued at $325,000 were recorded as common stock payable

and stock-based compensation in 2019.

The additional 300,000 shares were valued at $225,000 and recorded as stock-based compensation

The respective values were determined based upon the last sales of shares of common stock to third parties.

SRM Entertainment Shares:

In connection with the acquisition of SRM Entertainment,

Limited (see Note 13 SRM Acquisition) the Company issued 200,000 shares of its common stock valued at $1,040,000 based on the closing

Nasdaq price at date of agreement.

The following table sets forth the issuances of the

Company’s shares of common stock for the years ending December 31, 2020 and 2019:

Balance December 31, 2018, issued and outstanding

Subscription Shares

Regulation A Offering Shares

Balance December 31, 2019, issued and outstanding

Warrant Exercise Shares

Initial Public Offering Shares

Conversion of Promissory Notes

Endorsement Shares

Consulting Services Shares

Whitley Settlement Shares

Officer Shares

SRM Entertainment Acquisition Shares

Balance December 31, 2020, issued and outstanding

Note 11 - Warrants and Options

Subscription Warrants:

In connection with the

sales of subscription shares of common stock, discussed in Note 10 above, the Company granted the subscribers a total of 1,158,000 warrants

to purchase up to 1,158,000 shares of common stock at an exercise price of $0.50 per share, with a term of two years.

The fair value of these warrants was measured using

the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes valuation model on the

respective reporting date.

The market price was valued based upon the last price paid by a third party for shares of our common stock.

Relative Fair Value

Risk-free Rate

IPO Warrants:

In connection with the sales

of shares of common stock under the Company’s Initial Public Offering (“IPO”) and S-1 Registration Statement (see Note

10, Initial Public Offering ), the Company issued a total of 1,073,333 warrants consisting of 933,333 warrants issued to the purchasers

of the IPO Units and140,000 warrants issued to the Underwriters of the IPO.

These warrants have an exercise price of $8.50 per share,

with a term of five years.

The fair value of these warrants was measured using

the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes valuation model on the

respective reporting date.

The market price was valued based upon the Nasdaq closing price for shares of the Company’s common stock

on the date of issuance.

Relative Fair Value

Risk-free Rate

Endorsement Warrants:

In connection with the

execution of an Endorsement Agreement with Tee-2-Green, the Company issued 50,000 warrants with an exercise price of $3.90 and a term

of five (5) years.

The fair value of these warrants was measured using

the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes valuation model on the

respective reporting date.

The market price was valued based upon the Nasdaq closing price for shares of the Company’s common stock

on the date of issuance.

Relative Fair Value

Risk-free Rate

The following tables summarize all warrant outstanding

as of December 31, 2020 and 2019, and the related changes during this period.

Stock Warrants

Balance at December 31, 2018

Balance at December 31, 2019

Warrants issued in connection with the IPO

Warrants issued in Endorsement Agreement

Balance at December 31, 2020

Warrants Exercisable at December 31, 2020

During the year ended December 31, 2020 a total of

978,000 warrants were exercised for cash totaling $489,000 and 180,000 were exercised using the cashless formula the number of shares

of common stock issued is reduced to 168,000.

Director Options

During 2019, in connection with four of our Directors,

Melton and Mr.

Young, each entering into an Independent Director’s Agreement, the Directors were granted

stock options to purchase a total of 141,330 shares of the Company’s common stock.

The options have a three-year term with an exercise

price between $0.25 and $3.00.

Additionally, the Agreements call for the grant of additional options in a like amount annually.

During 2020 certain Directors and a consultant were

granted stock options to purchase a total of 211,330 additional shares of the Company’s common stock.

The options have a three-year

term with an exercise price between $0.25 and $4.49.

The fair value of these warrants was measured using

the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes valuation model on the

respective reporting date.

Number of Options

Exercise Price

Market Price on Grant

Volatility Percentage

2/25/19 –

2/25/20 –

The Company recognized $251,526 and $32,904 as compensation

expense in the financial statements for the years ended December 31, 2020 and 2019, respectively.

For Pre-IPO options the market price

was valued based upon the last price paid by third parties for shares of our common stock and for Post-IPO options the market price was

valued at the closing NASQAC price on the date of grant.

At December 31, 2020 the Company has 352,660 Director

Options outstanding expiring from February 2022 to November 2023.

Non-Officer and Director Options

In connection with the acquisition of Magical Beasts

(see note 12 below) an option to purchase 250,000 restricted shares of our common stock at an exercise price of $1.00 per share valued

The fair value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets

forth the assumptions for Black-Scholes valuation model on the reporting date.

The market price was valued based upon the last price paid

by third parties for shares of our common stock.

Number of Options Granted

This option is outstanding as of December 31, 2020.

Note 12 - Acquisition of Magical Beasts, LLC

Effective February 21, 2020, Jupiter Wellness Inc.,

a Florida corporation (“Jupiter Sub”), our wholly-owned subsidiary, entered into a membership interest purchase agreement

with Magical Beasts LLC (“Magical Beasts”), a Nevada limited liability corporation, and Krista Whitley, its sole interest

holder, pursuant to which Jupiter Sub acquired all of the membership interests in Magical Beasts (the “Magical Beasts Acquisition”)

in exchange for the following consideration:

Public Offering :

November 3, 2020, the Company completed an initial public offering (“IPO”) of 933,333 units (the “Units”).

Unit consisted of one share of common stock of the Company, par value $ 0.001 per share (“Common Stock”), and one warrant

of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of Common Stock for $ 8.50

The Units were sold at a price of $ 7.50 per Unit, generating gross proceeds to the Company of approximately $ 7,000,000 .

Company granted the underwriters in the IPO a 45-day option to purchase up to 140,000 additional shares of Common Stock and 140,000 Warrants

solely to cover over-allotments, if any.

Simultaneously with the closing of the IPO, the Company consummated the sale of the additional

140,000 Warrants that were subject to the underwriters’ over-allotment option at $ 0.01 per Warrant, generating gross proceeds of

Net proceeds to the Company after all offering expenses, including legal, accounting and professional fees, registration and

other fees and expenses were approximately $ 5,900,000 .

of Convertible Promissory Notes:

2020, the Company converted $ 350,000 of convertible promissory notes into 300,000 shares of its common stock.

The Notes were converted

per the terms of the respective Notes and the Company did not recognize any gain or loss on the conversion.

(see Note 8 – Convertible

Promissory Notes).

connection with the execution of an Endorsement Agreement with Tee-2-Green, the Company issued 50,000 shares of its common stock valued

at $ 3.94 per share (value at date of the 11/10/20 agreement) for total of stock-based compensation of $ 197,125 .

Services shares:

2020, the Company entered into two Consulting Agreements under the terms of which the Company issued 425,000 shares of its common stock.

The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of

the agreements.

The Company recognized a total of $ 1,565,000 as stock-based compensation in the year ended December 31, 2020.

connection with the Settlement of creditors of Ms.

Whitley, the former owner of Magical Beasts, LLC (see Note 14 Legal proceedings),

the Company issued 8,500 shares of its common stock valued at $ 8,500 .

2020, the company issued a total of 700,000 shares of its common stock to its Chairman and its CFO of which 400,000 shares valued at

$ 325,000 were recorded as common stock payable and stock-based compensation in 2019.

The additional 300,000 shares were valued at $ 225,000

and recorded as stock-based compensation in 2020.

The respective values were determined based upon the last sales of shares of common

stock to third parties.

Entertainment Shares:

connection with the acquisition of SRM Entertainment, Limited (see Note 13 SRM Acquisition), the Company issued 200,000 shares of its

common stock valued at $ 1,040,000 based on the closing Nasdaq price at date of agreement.

ended December 31, 2021 issuances:

of Convertible Promissory Notes:

the year ended December 31, 2021, the Company converted $ 525,000 of convertible promissory notes and accrued interest of $ 35,496 into

186,832 shares of its common stock.

The Notes were converted per the terms of the respective Notes and the Company did not recognize

any gain or loss on the conversion.

(see Note 8 – Convertible Promissory Notes).

of Cashless Stock Options

the year ended December 31, 2021, a former Director of the Company exercised a portion of his stock options under the cashless

provisions and was issued 47,470 shares of the Company’s stock, an officer of the Company exercised a portion of his stock options

under the cashless provisions and was issued 15,884 shares of the Company’s stock and Ms.

Whitley (see Note 13) exercised her stock

options under the cashless provisions and was issued 159,053 shares of the Company’s stock.

issued as compensation

the year ended December 31, 2021, the Company entered into twelve Consulting Agreements under the terms of which the Company issued

1,422,000 shares of its common stock.

The shares were issued at their respective fair value based on the Company’s Nasdaq closing

price of the shares on the date of the agreements.

Additionally, the Company issued 367,496 shares of its common stock to employees.

The Company recognized a total of $ 4,340,983 as stock-based compensation in the year ended December 31, 2021.

issued for Intellectual Property

the year ended December 31, 2021, 2021, the Company entered into two license agreements for the use of certain patented technology under

the terms of which the Company issued a total of 125,175 shares of its common stock valued at a total of $ 525,000 and paid an additional$ 150,000

The total $ 675,000 is carried as Intellectual properties on the balance sheet of the Company.

The shares were issued at their

respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements.

issued in Public Offering

July 2021, the company closed an underwritten public offering (the “Offering”) of 11,066,258 shares (the “Company Offering

Shares”) of common stock, par value $ 0.001 per share and warrants (the “Company Warrants”) to purchase up to 11,607,142

shares of Common Stock.

The Warrants will be exercisable immediately upon issuance with an exercise price of $ 2.79 per share and will

expire on the fifth anniversary of the original issuance date.

The net proceeds from the Offering, after deducting underwriting discounts

and commissions and Offering expenses, were $ 28,318,314 , which includes net proceeds from partial exercise of the underwriter’s

option to purchase 442,650 Company Warrants.

following table sets forth the issuances of the Company’s shares of common stock for the years ended December 31, 2021 and 2020

Schedule of Stock Holders

December 31, 2019

Exercise Shares

Public Offering Shares

of Promissory Notes

Services Shares

Settlement Shares

based compensation

Entertainment Acquisition Shares

December 31, 2020

of Promissory Notes

of stock options

based compensation

Services Shares

December 31, 2021

Stock Payable

Company entered into two consulting agreement which call for a cash component and a stock component.

At December 31, 2021 the Company

had accrued a total of $ 285,000 of stock payable relating to the agreements.

13 - Warrants and Options

connection with the sales of subscription shares of common stock, discussed in Note 10 above, the Company granted the subscribers a total

of 1,158,000 warrants to purchase up to 1,158,000 shares of common stock at an exercise price of $ 0.50 per share, with a term of two

During 2020, all of these warrants were exercised.

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

The market price was valued based upon the last price paid by a third

party for shares of our common stock.

Schedule of Fair Value of Warrants Using Black Scholes Method

In connection with the sales of shares of common stock under the Company’s Initial Public Offering (“IPO”)

and S-1 Registration Statement (see Note 10, Initial Public Offering ), the Company issued a total of 1,073,333 warrants consisting

of 933,333 warrants issued to the purchasers of the IPO Units and 140,000 warrants issued to the Underwriters of the IPO.

These warrants

have an exercise price of $ 8.50 per share, with a term of five years .

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

The market price was valued based upon the Nasdaq closing price for

shares of the Company’s common stock on the date of issuance.

Schedule of Fair Value of Warrants Using Black Scholes Method

In connection with the execution of an Endorsement Agreement with Tee-2-Green, the Company issued 50,000 warrants with

an exercise price of $ 3.90 and a term of five ( 5 ) years.

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

The market price was valued based upon the Nasdaq closing price for

shares of the Company’s common stock on the date of issuance.

Schedule of Fair Value of Warrants Using Black Scholes Method

Note Warrants :

In connection with the issuance of three convertible promissory notes, the Company issued 525,000 warrants with an

exercise price of $ 6.00 and five -year term (see Note 7).

Schedule of Fair Value of Warrants Using Black Scholes Method

5/5/2020 - 5/19/21

Offering Warrants:

In connections with the Company’s public offering (see Note 10), the Company issued 11,607,142

warrants to the purchasers

of the common stock, exercisable immediately at an exercise price of $ 2.79

warrants to the underwriter immediately

exercisable at $3.50.

Schedule of Fair Value of Warrants Using Black Scholes Method

following tables summarize all warrants outstanding as of December 31, 2021 and 2020, and the related changes during the

price is the weighted average for the respective warrants and end of period.

Summary of Warrant Outstanding

at December 31, 2019

issued in connection with the IPO

( 1,158,000 )

issued in Endorsement Agreement

at December 31, 2020

issued in connection with Convertible Notes (see note 7)

issued in connection with the Public offering

at December 31, 2021

Exercisable at December 31, 2021

2020, certain Directors and a consultant were granted stock options to purchase a total of 211,330 additional shares of the Company’s

common stock.

The options have a three-year term with an exercise price between $ 0.25 and $ 4.49 .

the year ended December 31, 2021, the Company issued a total of 4,383,950 options with an exercise price between $ 0.25 and $ 5.59 each

with a three-year term to its Officers and Directors.

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

Schedule of Fair Value of Warrants Using Black Scholes Method

7/1/21 - 9/30/21

Company recognized $ 5,046,982

and $ 251,526

as compensation expense in the

financial statements for the years ended December 31, 2021 and 2020.

At December 31, 2021, the Company had 4,686,610

options outstanding.

14 - Acquisition of Magical Beasts, LLC

February 21, 2020, Jupiter Wellness Inc., a Florida corporation (“Jupiter Sub”), our wholly-owned subsidiary, entered into

a membership interest purchase agreement with Magical Beasts LLC (“Magical Beasts”), a Nevada limited liability corporation,

and Krista Whitley, its sole interest holder, pursuant to which Jupiter Sub acquired all of the membership interests in Magical Beasts

(the “Magical Beasts Acquisition”) in exchange for the following consideration:

cash at closing;

A $1,000,000 promissory note, non-interest bearing payable by us, due upon the earlier of i) the closing of this offering or ii) December 31, 2020 valued at its discounted amount of $950,427;

an option to purchase 250,000 restricted shares of our common stock at an exercise price of $1.00 per share valued at $156,612.

The fair value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes valuation model on the reporting date.

The market price was valued based upon the last price paid by third parties for shares of our common stock.

Number of Options Granted

In connection with the Magical Beasts Acquisition,

Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to act as our Director of Marketing, however, until

such agreement is entered into, Jupiter Sub shall pay Krista Whitley an annual salary of $150,000.

Valuation and Purchase Price Allocation

According to ASC 805, the standard of value to be

used in the application of purchase accounting rules is fair value.

The Company utilized fair value defined in Statement of Financial

Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value

of the consideration and related allocation of the purchase price was determined by management of the Company with the assistance of a

qualified professional valuation firm.

The fair value of the consideration is as follows:

Promissory Note, net of discount

Stock Options

Total Consideration paid

The purchase price allocation is as follows:

$ 1,000,000 promissory note, non-interest bearing payable by us, due upon the earlier of i) the closing of this offering or ii) December

31, 2020 valued at its discounted amount of $ 950,427 ;

option to purchase 250,000 restricted shares of our common stock at an exercise price of $ 1.00 per share valued at $ 156,612 .

fair value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the

assumptions for Black-Scholes valuation model on the reporting date.

The market price was valued based upon the last price paid by

third parties for shares of our common stock.

Schedule of Fair Value of Warrants

connection with the Magical Beasts Acquisition, Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to

act as our Director of Marketing, however, until such agreement is entered into, Jupiter Sub shall pay Krista Whitley an annual salary

of $ 150,000 .

and Purchase Price Allocation

to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value.

The Company utilized fair

value defined in Statement of Financial Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value of the consideration and related allocation of the purchase price was determined by management

of the Company with the assistance of a qualified professional valuation firm.

Schedule of Fair Value Consideration

fair value of the consideration is as follows:

Note, net of discount

Consideration paid

purchase price allocation is as follows:

tangible assets

Total tangible assets

Intangible assets

Tradename-Trademarks

Customer base

Total Intangibles

In connection with the promissory note above, the

Company recognized amortization of the discount on the note as interest expense of $49,573 from the date of closing through December

In July 2020, certain actions were brought against

Magical Beasts as a result of a judgement obtained against Krista Whitley, the former owner, that was imputed to Magical Beasts (see Note

Legal Proceedings).

In December, the Company began discussions with Krista Whitley regarding obligations to Ms.

Whitley related

to the acquisition of Magical Beasts (see Note 15 –

Subsequent Events Litigation).

In January 2021, the Company executed

an Omnibus Agreement which settled all future obligations of the Company.

At December 31, 2020, Goodwill was analyzed by

management, assisted by a third party valuation company, and determined that the Goodwill associated with the acquisition of Magical

Beasts has been impaired and as a result the Company recognized a charge to earnings of $308,690 in the year ended December 31,

Additionally, the Intangibles were also analyzed by management, assisted by a third party valuation company, and determined

that the Intangible associated with the acquisition of Magical Beasts had also been impaired and as a result the Company recognized

an additional charge to earnings of $731,628 in the year ended December 31, 2020.

The balance of the Intangible Assets at December,

31, 2020 attributable to Magical Beasts totals $122,501.

Supplemental proforma financial information

The following shows the proforma results of operations

as if the transaction had occurred effective January 1, 2019.

JUPITER WELLNESS, INC.

PROFORMA BALANCE SHEETS

December 31, 2020

Jupiter Wellness, Inc.

Consolidated Balance

Proforma Adjustments

Proforma Balance

Current Assets

Total current assets

Intangible assets

Note payable issued in acquisition

Total liabilities

Additional paid-in capital

Accumulated deficits

Total Shareholders’

Total Liabilities and Shareholders’

December 31, 2019

Jupiter Wellness, Inc.

connection with the promissory note above, the Company recognized amortization of the discount on the note as interest expense of $ 49,573

from the date of closing through December 31, 2020.

July 6, 2020, Brian Menke (the “Plaintiff”) in Nevada court seeking to enforce a judgement that he had obtained in 2012 against

Krista Whitley, the former owner and manager of Magical Beasts LLC., in the amount of $ 250,000 .

In July 2020, the Plaintiff brought a claim in Nevada State Court to impute such judgement to the Company’s wholly owned subsidiary,

Magical Beasts, LLC.

Jupiter Wellness, Inc.

Reported Balance

Proforma Adjustments

Proforma Balance

On August 6, 2020, the court imputed the judgement to Magical Beasts and advised the Company that before paying

any funds to Ms.

Whitley, they must first satisfy the judgement to the Plaintiff.

On October 12, 2020, the Company, Ms.

Whitley and the

Plaintiff reached a settlement agreement whereby the Company agreed that of the $ 1,000,000

note payable to Ms.

first $ 336,450 be

paid to the Plaintiff.

Whitley in turn agreed that such payments would be applied to the $ 1,000,000

Whitley that was to

be paid from the proceeds of the offering and the Plaintiff agreed to withdraw the case against Magical Beasts without prejudice.

November, the Company made a cash payment of $ 300,000

to the Plaintiff and issued 8,500

shares of its common stock valued

The $ 308,500 was

recorded as an offset to the $ 1,000,000 note.

January 25, 2021, the Company entered into an Omnibus Amendment to:

(1) the Confidential Membership Interest Purchase Agreement, dated

February 21, 2020;

(2) the Sales Distributor Agreement, dated February 21, 2020;

and (3) the Executive Employment Agreement, dated March

31, 2020 (the “Agreements”).

Pursuant to the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied

its obligation of $ 334,000 to the Plaintiff as Ms.

Whitley’s judgment creditors;

(ii) agree that in satisfaction of the remaining

balance due to Ms.

Whitley under the Agreements, she is to be paid $ 150,000 in cash;

(iii) agree that starting April 1, 2020, Whitley

shall be entitled to individually market and sell the Bella line of products remaining in the Company’s inventory, as identified

in the Omnibus Amendment, and the Company will relinquish its rights to the Bella brand;

(iv) agree that the number of shares issuable

upon exercise of the common stock purchase options granted to Ms.

Whitley under the Agreements shall be reduced from 250,000 to 185,000 ,

Whitely may utilize a cashless exercise feature to exercise such options, subject to a six (6) month holding period on the shares,

Whitley shall not be permitted to sell an amount of shares in any week which exceeds 10 % of the Company’s total weekly

trading volume in the prior week;

(v) agree that Ms.

Whitley’s Employment Agreement shall terminate on March 31, 2021 and shall

(vi) acknowledge that Ms.

Whitley has been paid $ 5,541 for unreimbursed expenses on or about December 30, 2020;

the balance of the note due Whitley be forgiven.

a result of the above, the Company recognized a gain of $ 669,200 comprised of the forgiveness of debt of $ 691,500 and the write-off of

the unamortized portion of Whitley’s the non-compete agreement of $ 22,300 .

February 2021, Ms.

Whitley exercised her 185,000 options (see Omnibus Agreement above) using the cashless option feature and was issued

159,053 shares of the Company’s restricted common stock in full satisfaction of the option agreement.

proforma financial information

following shows the proforma results of operations as if the transaction had occurred effective January 1, 2019.

WELLNESS, INC.

BALANCE SHEETS

Schedule of Proforma Financial Information

current assets

Total current assets

Intangible assets

Note payable issued in acquisition

Total liabilities

Additional paid-in capital

Common stock payable

Accumulated deficits

Total Shareholders’

Total Liabilities and Shareholders’

Notes to Proforma Balance Sheets

(a) Additional amortization of intangible assets

(b) Income statement effects of notes (a) and (b) above

(d) Allocation of the purchase price to respective assets and paid in capital (net of related amortization)

(e) Income statement effects of additional amortization of intangibles and acquisition note

JUPITER WELLNESS, INC.

PROFORMA STATEMENT OF OPERATIONS

Year Ended December 31, 2020

Jupiter Wellness, Inc.

Consolidated Balance

Proforma Adjustments

Proforma Balance

Cost of sales

Net Income (loss)

Year Ended December 31, 2019

Jupiter Wellness, Inc.

Magical Beasts, LLC

Jupiter Wellness, Inc.

Reported Balance

Proforma Adjustments

Proforma Balance

Cost of sales

Net Income (loss)

(a) Magical Beasts income and cost of sales prior to closing date

(b) Includes additional amortization of intangibles plus expenses of Magical Beasts prior to closing

Note 13 –

payable issued in acquisition

paid-in capital

( 7,274,401 )

( 7,341,924 )

Shareholders’ Equity

Liabilities and Shareholders’ Equity

to Proforma Balance Sheets

(a) Additional

amortization of intangible assets

statement effects of notes (a) and (b) above

WELLNESS, INC.

STATEMENT OF OPERATIONS

Ended December 31, 2020

Income (loss)

$ ( 6,289,205 )

$ ( 6,319,286 )

Magical Beasts income and cost of sales prior to closing date

Includes additional amortization of intangibles plus expenses of Magical Beasts prior to closing

15 – Acquisition of SRM Entertainment

30, 2020, Jupiter Wellness, Inc.

(the “Company”), entered into and closed on a share exchange agreement (the “Exchange

Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People's Republic of China limited company

(“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc.

(“Vinco”),

and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired

100% of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000

shares of the Company’s common stock, valued at $1,040,000, subject to a leak out provision and escrow of 50,000 shares of the Company’s

common stock.

Upon closing, and pursuant to the Exchange Agreement, the Company delivered 150,000 shares of its common stock to SRM and

placed 50,000 shares in escrow (“Escrow Shares”).

Pursuant to the Exchange Agreement, the Company shall release the Escrow

Shares upon SRM generating $200,000 in cash receipts and revenue prior to January 15, 2021.

The SRM Shareholders shall forfeit their right

to receive the Escrow Shares if SRM does not generate $200,000 in cash receipts and revenue prior to December 31, 2020.

Pursuant to the

Exchange Agreement, the Company assumed all of the financial obligations of SRM, as well as its employees and offices.

As a result of

the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company.

Valuation and Purchase Price Allocation:

According to ASC 805, the standard of value to be

used in the application of purchase accounting rules is fair value.

The Company utilized fair value defined in Statement of Financial

Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value

of the consideration and related allocation of the purchase price was determined by management of the Company.

The fair value of the consideration is as follows:

Shares of the Company’s common stock issued

Market value of Company’s common stock (11/30/20 Nasdaq closing price)

Total Consideration paid

Supplemental proforma financial information

The following shows the proforma results of operations

as if the transaction had occurred effective January 1, 2018.

The Financial Statements of SM Entertainment Ltd have been translated from

the Hong Kong Dollars to US Dollars using the currency exchange rate at the date of the respective balance sheets and the average exchange

rate during the period as follows:

Exchange rate at B/S date

Average rate for the period

JUPITER WELLNESS, INC.

PROFORMA BALANCE SHEETS

December 31, 2020

Jupiter Wellness, Inc.

Consolidated Balance

Entertainment, Ltd.

Proforma Balance

Current Assets

Total current assets

Intangible assets

Note payable issued in acquisition

Total liabilities

Additional paid-in capital

Accumulated deficits

Total Shareholders’

Total Liabilities and Shareholders’

December 31, 2019

Jupiter Wellness, Inc.

Reported Balance

Entertainment, Ltd.

Proforma Adjustments

Proforma Balance

November 30, 2020, Jupiter Wellness, Inc.

(the “Company”), entered into and closed on a share exchange agreement (the “Exchange

Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People’s Republic of China limited

company (“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation,

(“Vinco”), and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant

to which the Company acquired 100 %

of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000

shares of the Company’s common

stock, valued at $ 1,040,000 ,

subject to a leak out provision and escrow of 50,000

shares of the Company’s common

Upon closing, and pursuant to the Exchange Agreement, the Company delivered 150,000

shares of its common stock to SRM

and placed 50,000

shares in escrow (“Escrow

Pursuant to the Exchange Agreement, the Company shall release the Escrow Shares upon SRM generating $ 200,000

in cash receipts and revenue prior

to January 15, 2021.

The SRM Shareholders shall forfeit their right to receive the Escrow Shares if SRM does not generate $200,000 in

cash receipts and revenue prior to December 31, 2020.

Pursuant to the Exchange Agreement, the Company assumed all of the financial obligations

of SRM, as well as its employees and offices.

As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company.

and Purchase Price Allocation:

to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value.

The Company utilized fair

value defined in Statement of Financial Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value of the consideration and related allocation of the purchase price was determined by management

of the Company.

Schedule of Fair Value Consideration

fair value of the consideration is as follows:

of the Company’s common stock issued

value of Company’s common stock (11/30/20 Nasdaq closing price)

Consideration

tangible liabilities assumed

consideration

Schedule of Purchase Price Allocation

purchase price allocation is as follows:

purchase price allocation

proforma financial information

following shows the proforma results of operations as if the transaction had occurred effective January 1, 2019.

WELLNESS, INC.

BALANCE SHEETS

Schedule of Proforma Financial Information

Entertainment,

current assets

Total current assets

Intangible assets

Total liabilities

Additional paid-in capital

Common stock payable

Accumulated deficits

Total Shareholders’

Total Liabilities and Shareholders’

Notes to Proforma Balance Sheets

(a) Allocation of purchase price to intangible assets (net of amortization)

(b) Amortization of intangible assets

JUPITER WELLNESS, INC.

PROFORMA STATEMENT OF OPERATIONS

Year Ended December 31, 2020

Jupiter Wellness, Inc.

Consolidated Balance

Entertainment, Ltd.

Proforma Adjustments

Proforma Balance

$ ( 145,766 )

payable issued in acquisition

paid-in capital

( 7,274,401 )

( 7,420,167 )

Shareholders’ Equity

( 4,247,775 )

Liabilities and Shareholders’ Equity

$ ( 145,766 )

to Proforma Balance Sheets

Amortization of intangible assets

WELLNESS, INC.

STATEMENT OF OPERATIONS

Ended December 31, 2020

Entertainment,

Income (loss)

$ ( 6,289,205 )

( 6,267,879 )

Entertainment income and cost for the period prior to closing date

additional amortization of intangibles

16 - Commitments and Contingencies

Company entered into a new office lease Effective July 1, 2021.

The primary term of the lease is five years with one renewal option for

an additional three years.

Minimum annual lease payments for the primary term and one renewal are as follows:

Schedule of Minimum Annual Lease Payments

During Renewal Period

1 to June 30, 2022

1 to June 30, 2027

1 to June 30, 2023

1 to June 30, 2028

1 to June 30, 2024

1 to June 30, 2029

1 to June 30, 2025

1 to June 30, 2026

the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability

of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing

rate of the company).

The ROU and lease liability are amortized over the five-year life of the lease.

The unamortized balances at December,

2021 were ROU of $ 797,311 and $ 814,063 .

At December 31, 2021, the current portion of the lease liability was $ 118,102 and non-current

portion of the lease liability was $ 695,961 .

Additionally, the Company recognized accreted interest expense of $ 33,885 and rent expense

of $ 73,095 for the new lease during the year ended December 31, 2021.

August 6, 2020, the Company, Messrs.

John and Miller and certain affiliated entities filed a lawsuit in the United States District Court,

Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants.

The lawsuit alleges that Mr.

Koch and the other defendants are attempting to extort the Company and Messrs.

John and Miller to issue

the defendants shares of the Company’s common stock which they claim are owed to them.

The Company asserts that they have no oral

or written agreement with Mr.

Koch or any of his affiliates that entitle him to shares of the Company’s common stock.

The Company’s

complaint seeks actual damages in the amount of $ 5,000,000 and punitive damages in the amount of $ 5,000,000 .

In response, Mr.

Bedford Investment Partners, LLC (together, the “Koch Parties”) filed their answer and counterclaim, repeating the same claims

that caused the Company to file the lawsuit.

On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants’

counterclaim in its entirety.

On April 24, 2021, the Company’s motion was granted and all counterclaims were dismissed with prejudice,

except the breach-of-contract and unjust enrichment claims.

On June 04, 2021 the Koch Parties filed a Second Amended Counterclaim, re-alleging

their previous breach-of-contract and unjust enrichment counterclaims.

On June 25, 2021, the Company filed a motion to dismiss defendants’

Second Amended Counterclaim, which the parties briefed in summer 2021.

On February 14, 2022, the court dismissed all of the Koch Parties’

counterclaims except to the extent that they alleged unjust enrichment against Jupiter and Mr.

On March 22, 2022, the Parties engaged

in a Settlement Conference before The Honorable Sarah L.

Cave, which did not resolve the case.

On March 25, 2022, The Honorable Lewis

Liman granted Jupiter and Mr.

John permission to move for summary judgment dismissing the Koch Parties’ unjust enrichment counterclaim,

and scheduled a jury trial to begin no earlier than November 14, 2022..

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have

a material adverse effect on its financial position, results of operations or liquidity.

17 – Segment Reporting

Company has two reportable segments:

(i) sales and development of cannabidiol (CBD) based skin and wellness care and therapeutic products

and (ii) sales of merchandise sold to theme parks.

Sales of the theme park merchandise are made through the Company’s wholly owned

subsidiary SRM Entertainment, Inc.

Condensed financial information for years ended December 31, 2021 and 2020 follow;

of Business Combination Segment Allocation

Jupiter Wellness

Cost of Sales

Net Income (loss)

Year Ended December 31, 2019

Jupiter Wellness, Inc.

Consolidated Balance

Entertainment, Ltd.

Proforma Adjustments

Proforma Balance

Gross Profit (Loss)

SRM Entertainment

Cost of Sales

Net Income (loss)

(a) SRM Entertainment income and cost for the period prior to closing date

(b) Includes additional amortization of intangibles

Note 14 - Commitments and Contingencies

The Company entered into an office lease dated April

1, 2019 with a primary term of one-year, plus two one-year extension at the Company’s option.

The base lease rate during the primary

term is $2,000 per month, and the monthly rate during the optional extension will be increased to $2,080 and $2,163, respectively.

Company paid a total of $61,797 and $21,430 in rent and related fees during the years ended December 31, 2020 and 2019, respectively.

Under the new standard for lease reporting, the company

recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $64,327 representing the present value of the future

payments under the lease calculated using a 10% discount rate (the current borrowing rate of the company).

The ROU and lease liability

are amortized over the three-year life of the lease.

The unamortized balances at December 31, 2020 and 2019 were ROU of $29,157 and $49,974,

respectively, current lease liability of $23,754 and $20,566, respectively, and non-current lease liability of $6,384 and $30,137, respectively.

Additionally, the Company recognized accreted interest expense of $4,153 and $4,377 during the years ended December 31, 2020 and 2019,

respectively.

Legal Proceedings

On July 6, 2020, Brian Menke (the “Plaintiff”)

in Nevada court seeking to enforce a judgement that he had obtained in 2012 against Krista Whitley, the former owner and manager of Magical

Beasts LLC., in the amount of $250,000.

In July 2020, the Plaintiff brought a claim in Nevada State Court to impute such judgement to

the Company’s wholly owned subsidiary, Magical Beasts, LLC.

On August 6, 2020, the court imputed the judgement to Magical Beasts

and advised the Company that before paying any funds to Ms.

Whitley, they must first satisfy the judgement to the Plaintiff.

12, 2020, the Company, Ms.

Whitley and the Plaintiff reached a settlement agreement whereby the Company agreed that of the $1,000,000

note payable to Ms.

Whitley, the first $336,450 be paid to the Plaintiff.

Whitley in turn agreed that such payments would be applied

to the $1,000,000 owed to Ms.

Whitley that was to be paid from the proceeds of the offering and the Plaintiff agreed to withdraw the case

against Magical Beasts without prejudice.

In November, the Company made a cash payment of $300,000 to the Plaintiff and issued 8,500

shares of its common stock valued at 36,450.

The $336,450 was recorded as an offset to the $1,000,000 note.

On August 6, 2020, the Company, Messrs.

John and Miller

and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch,

Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants.

The lawsuit alleges that Mr.

other defendants are attempting to extort the Company and Messrs.

John and Miller to issue the defendants shares of the Company’s

common stock which they claim are owed to them.

The Company asserts that they have no oral or written agreement with Mr.

Koch or any of

his affiliates that entitle him to shares of the Company’s common stock.

The Company’s complaint seeks actual damages in the

amount of $5,000,000 and punitive damages in the amount of $5,000,000.

In response, the defendants filed their answer and asserted a counter

claim repeating the same claims that caused the Company to file their suit.

Subsequently, the Company moved for judgement on the pleadings

to dismiss the defendant’s counterclaim in its entirety.

That motion has been fully briefed and is pending adjudication.

intends to vigorously contest the claims.

The Company may be subject to legal proceedings and

claims arising from contracts or other matters from time to time in the ordinary course of business.

Management is not aware of any pending

or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position,

results of operations or liquidity.

Note 15 - Subsequent Events

Convertible Promissory Notes.

At December 31, 2020, the Company had a total of $525,000

plus accrued interest of $32,856 due on convertible promissory notes.

In January 2021, the Company received conversion notices from

all of the note holders to convert the $525,000 principal balance of its convertible promissory notes plus $35,489 accrued interest, through

the date of conversion, into 186,832 shares of the Company’s common stock ($3.00 per share conversion price).

The shares were issued

in January 2021.

Stock Based Compensation

On January 28, 2021 the Company amended a consulting

agreement with a third, under the terms of which, the Company would issue 200,000 restricted shares of its common stock.

In February 2021, the Company granted 11,000 restricted

shares of its common stock to an employee under the Company’s Equity Incentive Plan.

Warrants Exercised

In February 2021, Ms.

Whitley exercised her 185,000

options (see Litigation below) using the cashless option feature and was issued 159,053 shares of the Company’s restricted common

stock in full satisfaction of the option agreement.

Option Exercised

In March 2021, our former Director exercised 50,000

of his options using the cashless option feature and was issued 47,470 shares of the Company’s restricted common stock.

Summary of Issuances of Shares of Common Stock

Subsequent to December 31, 2020

Shares Issued and Outstanding:

Balance, December 31, 2020

Conversion of convertible promissory notes

Shares issued for services –

stock-based compensation

Warrants exercised under cashless option

Options exercised under cashless option

Balance, April 5, 2021

Subsequent to December 31, 2020, the Company granted

20,000 options to purchase shares of the Company’s common stock.

The options have a three-year exercise period and a $5.59 exercise

price, the Nasdaq closing price for the Company’s common stock on the date of grant.

On January 25, 2021, the Company entered into an Omnibus

Amendment to:

(1) the Confidential Membership Interest Purchase Agreement, dated February 21, 2020;

(2) the Sales Distributor Agreement,

dated February 21, 2020;

and (3) the Executive Employment Agreement, dated March 31, 2020 (the “Agreements”).

the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied its obligation of $334,000 to the Plaintiff as

Whitley’s judgment creditors;

(ii) agree that in satisfaction of the remaining balance due to Ms.

Whitley under the Agreements,

she is to be paid $150,000 in cash instead of $650,000 and, starting April 1, 2020, shall be entitled to individually market and sell

the Bella line of products remaining in the Company’s inventory, as identified in the Omnibus Amendment, and the Company will relinquish

its rights to the Bella brand;

(iii) agree that the number of shares issuable upon exercise of the common stock purchase options granted

Whitley under the Agreements shall be reduced from 250,000 to 185,000, Ms.

Whitely may utilize a cashless exercise feature to exercise

such options, subject to a six (6) month holding period on the shares, and Ms.

Whitley shall not be permitted to sell an amount of shares

in any week which exceeds 10% of the Company’s total weekly trading volume in the prior week;

(iv) agree that Ms.

Whitley’s

Employment Agreement shall terminate on March 31, 2021 and shall not renew;

and (v) acknowledge that Ms.

Whitley has been paid $5,541.50

for unreimbursed expenses on or about December 30, 2020.

There will be no adverse impact to the financial statements or financial position

of the company related to this matter given the offset of the balance of the $1,000,000 note payable already recorded.

In accordance with ASC Topic 855-10, the Company has

analyzed its operations subsequent to December 31, 2020 to the date these financial statements were issued, and has determined that it

does not have any additional material subsequent events to disclose in these financial statements.

to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of April 12, 2021.

Jupiter Wellness Inc.

Chief Executive Officer and Director

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Director and Chief Executive Officer (principal executive officer)

April 12, 2021

/s/ Douglas O.

Chief Financial Officer (principal financial and accounting officer)

April 12, 2021

/s/ Richard Miller

Chief Operating Officer and Director

April 12, 2021

Richard Miller

/s/ Glynn Wilson

Chairman and Head of Research and Development

April 12, 2021

/s/ Dr.Hector Alila

April 12, 2021

/s/ Christopher Marc Melton

April 12, 2021

Christopher Marc Melton

/s/ Nancy Torres Kaufman

April 12, 2021

Nancy Torres Kaufman

April 12, 2021

Gross Profit (Loss)

Cost of Sales

Gross Profit (Loss)

* Amounts for

SRM are from the date of acquisition (November 30, 2020) to December 31, 2020

17 - Subsequent Events

December 8, 2021, the Company issued a Secured Promissory Note in the amount of $ 10,000,000 to Next Frontier Pharmaceuticals, Inc.

and entered into a Stock Purchase Agreement (“SPA”) whereby the Company would acquire NFP via a triangular merger.

17, 2022, NFP terminated the SPA and affirmed its obligations to the Company.

In March 2022, the Company issued a Notice of Default to

NFP regarding NFP’s secured promissory note payable to the Company.

As a result, the Company has determined that the Note has been

impaired and has taken an impairment charge of $ 10,000,000 against the 2021 earnings.

On January 6, 2022, the Company issued a Revolving

Secured Promissory Note in the amount up to $ 5,000,000 to Next Frontier Pharmaceuticals, Inc.

The initial, and only

advance under the Note was $ 1,000,000 .

The Note has a term of six months and interest at eight percent ( 8 % ).

In November 2021, the Company engaged Oppenheimer

to repurchase shares of the Company common stock from the public market.

At December 31, 2021, Oppenheimer had not repurchased

any of the Company’s securities.

At March 28, 2022 Oppenheimer had purchased 1,959,590 shares of the Company’s common stock

at a total costs of $ 2,090,678 (average of $ 1.09 per share).

In connection with the proposed acquisition of

Next Frontier Pharmaceuticals, Inc.

in January 2022, Brian John, Ryan Allison, Rich Miller and Dr Glynn Wilson (the “Executives”)

entered into Transition Advisory Agreements with the Company for the purpose of retainer their services for a two-year period subsequent

to closing the transaction.

The Executives were paid a total of $ 755,000 upon execution of the Agreements.

accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2021 to the date these financial

statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial

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 9A. Controls and Procedures