What changed in this filing

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Item 9A. Controls and Procedures

2023-04-03 compared with 2022-03-31 · 746 added, 875 removed, 1023 unchanged (61% of the section changed)

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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.

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.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is

designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements

in accordance with U.S.

generally accepted accounting principles, or GAAP.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies

or procedures may deteriorate.

With the participation of our

Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness

of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

While our initial assessment,

completed on December 31, 2022 deemed internal controls effective, based upon a further evaluation of market conditions during our annual

audit, which was conducted subsequent to December 31, 2022, we modified managements initial estimates and projections used in our asset

impairment in a manner that caused audit adjustments.

Accordingly, management concluded there was a material weakness in our internal

control over financial reporting at December 31,2022, based on the COSO framework criteria, since management lacked a formal policy of

inputs in testing for impairment resulting in adjusting journal entries.

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

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Financial Officer

Compliance Officer and Director

and Chief Science Officer

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for four years.

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.

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.

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, Mr.

McKinnon has extensive merger and acquisition, and turnaround experience.

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.

has served as president of Caro Consulting, Inc.

a consulting firm that advises emerging growth companies.

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 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.

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in Biochemistry and conducted medical research at The Rockefeller University, New York.

Wilson brings an extensive

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

Wilson brings an

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

organizations.

Skender Fani, Director, has served as one of our directors since September 9, 2022.

Fani is the Chairman of Otis Elevator-Austria,

Heim GmbH, a substantial real estate company in Vienna, Austria, and Polster GmbH, a leading public relations and sports management company

in Germany and Austria.

He also serves as Chairman of LOOS Bar GmbH in Vienna, Austria.

Fani is a corporate lawyer in Austria and

throughout the E.U.

specializing in sports, entertainment, and business law.

For the past 40 years, he has represented numerous top sports

and entertainment personalities throughout Europe.

He has been the personal advisor to presidents and owners of Europe’s top soccer

teams, including MAGNA-Vienna, FC Barcelona, AS Roma, and Red Bull-Salzburg.

He is the past Chairman of Rapid-Vienna, one of Europe’s

most prestigious and historic soccer clubs.

Hector Alila, Director, has served as one of our directors since February 2023.

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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.

He previously served on the Board

of Directors of Jupiter Wellness from 2019 through 2022.

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

Alila founded Esperance Pharmaceutical, Inc.

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.

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

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.

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

He obtained his Ph.D.

in physiology and immunology from Cornell University.

in physiology

and immunology from Cornell University.

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

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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.

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.

From 1997 to 2000,

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 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.

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.

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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;

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;

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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.

(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.

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nominating and corporate governance committee consists of Messrs.

Melton and Herman with Mr.

Herman serving as the chairman.

Melton and Dr Wilson with Dr Wilson serving as the chairman.

The functions

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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;

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 time;

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 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;

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,

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years indicated below.

and Principal Position

Other Compensation ($) (4)

Compensation ($)

Executive Officer

Compliance Officer and former Chief Operating Officer

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($) (4)

Total Compensation ($)

Chief Executive Officer

Richard Miller (2)

Former Chief Compliance Officer

Glynn Wilson (3)(5)

of the Board and Chief Science Officer

Chairman of the Board and Chief Science Officer

John was appointed as Chief Executive Officer on October

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.

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

Miller is no longer an officer of the Company.

Wilson was appointed as a director in November 2018 and

as Chairman on October 15, 2019.

Each were paid $20,000 in Director fees in 2022.

Brian and Dr.

Wilson both received 1,050,000 5-year options

to purchase the Company’s common stock at an exercise price of $0.84 and $0.76 per share, respectively.

The options are “out-of-the-money”

and no value is reflected in the table.

Agreements with Named Officers

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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

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 as follows:

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

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

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provided, that:

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

(i) the bonus

is subject to a cap of $2 Million;

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).

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.

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.

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.

In the event of Mr.

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’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

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 the event we terminate the John Employment Agreement without

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 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.

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.

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.

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

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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:

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 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;

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.

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 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.

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

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.

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

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

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.

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.

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

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.

McKinnon, Mr.

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.

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

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.

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

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

Glynn Wilson,

pursuant to which Dr.

Glynn Wilson, pursuant

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

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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

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.

On September 14, 2022, and December

22, 2022, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2022 Equity Incentive Plan

(the “2022 Plan ” ),

to be administered by the our Compensation Committee.

Pursuant to the 2022 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 2022 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 2022 Plan, a maximum of

4,000,000 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 2022 Plan.

On 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 “2021 Plan”), to be administered by the our Compensation Committee.

Pursuant to the 2021 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 2021 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

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

the 2021 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 2021 Plan.

Outstanding Equity Awards at Fiscal Year-End

In 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 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, 2021.

During 2020, 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 issued 200,000 and 500,000 shares of the Company’s common stock, respectively.

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

Wilson were granted 100,000 shares and 200,000 shares, respectively,

of our common stock during the year ended December 31, 2021.

There were no outstanding equity

awards as of December 31, 2022.

following table sets forth the amounts paid to Directors during the years ended December 31, 2022 and 2021.

Torres Kaufman

Nancy Torres Kaufman

Christopher Melton

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.

Alila, pursuant to which Dr.

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

the Alila Agreement, we shall pay Dr.

Pursuant to 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

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

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.

March 1, 2022 (the “Gary Execution Date”), we entered into an independent director’s agreement with Gary Herman, pursuant

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

Pursuant to the Gary Agreement, we shall pay

Pursuant to the Gary Agreement, we shall

Herman $20,000 per annum.

Additionally, we shall issue to 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 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”).

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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.

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”).

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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.

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.

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110, Jupiter, FL 33477.

of Beneficial Owner

Stock Beneficially

of Shares of Common Stock Beneficially

and Officers:

% of Shares of

Name of Beneficial Owner

Directors and Officers:

Chief Executive Officer and Director

Doug McKinnon

Chief Financial Officer

Chief Operating Officer and Director

Richard Miller

Beneficial 5% owner

Chairman and Head of Research and Development

officers and directors (8 persons)

Nancy Kaufman

Christopher Melton

All officers and directors (8 persons)

shares of common stock are owned by BBBY Ltd.

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Includes 141,000 shares issuable upon exercise of options.

(4) Includes 141,000 shares issuable upon exercise of options.

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.

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 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 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.

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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.

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

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

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees totaling

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

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

Fees totaling $90,000 and $60,075 were paid to M&K CPAS during the year ended December 31, 2022 and 2021, respectively.

other fees were paid to M&K CPAS.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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.

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.

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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.

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of April 3, 2023.

Jupiter Wellness Inc.

Executive Officer and Director

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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

Director and Chief Executive Officer (principal executive officer)

Chief Financial Officer (principal financial and accounting

Chairman and Chief Science Officer

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 (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

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

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

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the Board of Directors and

of Jupiter Wellness, Inc.

Stockholders of Jupiter Wellness, Inc.

on the Consolidated Financial Statements

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accounting principles generally accepted in the United States of America.

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

As discussed in the

notes to the financial statements, the Company has suffered net losses from operations in current and prior periods and has a working

capital deficiency, as a result of obligations becoming due within one year, which raises substantial doubt about its ability to continue

as a going concern.

Management’s plans regarding those matters are discussed in the notes to the financial statements.

The financial

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

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

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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.

discussed in the notes to the financial statements, the Company has an equity method investment in an unconsolidated entity.

management’s valuation of the assets and analysis of the classification of the investment and potential impairment involves significant

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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.

discussed in the notes to the financial statements, 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

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evaluate the appropriateness of the Company’s analysis of impairment, we evaluated management’s significant judgments and

M&K CPAS, PLLC

have served as the Company’s auditor since 2019.

2 unchanged sentences

expenses and deposits

in affiliates

current assets

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notes, net of discounts

note payable issued in acquisition

portion of lease liability

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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

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 22,388,888 and 24,046,001 shares issued and outstanding as of December 31, 2022 and 2021

paid-in capital

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

Wellness, Inc.

Consolidated Statement of Operations

the Years Ended December 31, 2022 and 2021

and administrative expenses

Impairment of

Secured Promissory Note

income / (expense)

Cost of Sales

Operating expense

General and administrative expenses

Impairment of Intangibles

Impairment of Secured Promissory Note

Total operating expenses

Other income / (expense)

Interest income

Interest expense

( 1,286,368 )

income / (expense)

( 1,736,106 )

Other income / (expense)

Total other income (expense)

( 1,283,106 )

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$ ( 15,223,028 )

(loss) per share:

average number of shares

$ ( 28,100,245 )

Net (loss) per share:

Weighted average number of shares

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

Wellness, Inc.

Statement of Changes in Shareholders’ Equity

Consolidated Statement of Changes in Shareholders’ Equity

the Years Ended December 31, 2022 and 2021

December 31, 2019

Treasury Shares

Balance, December 31, 2020

$ ( 7,274,401 )

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

Common stock issued in public offering

Common Stock issued for intellectual property

Common stock issued upon conversion of notes

Common stock issued for services

Common stock issued upon exercise of cashless options

Contributed capital

Fair value of Stock options granted to Officers and Directors

Fair value of warrants and beneficial conversion feature in connection with convertible promissory Notes

( 28,100,245 )

December 31, 2020

Balance, December 31, 2021

$ ( 35,374,646 )

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

Shares issued for services

Treasury shares purchased

( 2,880,045 )

( 2,825,617 )

December 31, 2021

( 2,880,045 )

Treasury shares cancelled

( 2,825,617 )

( 2,880,045 )

Shares issued in connection with convertible promissory note

Fair value of warrants issued and issue discounts with convertible note

Stock options issued for services

Management common shares cancelled

Common stock to be issued for services

Fair value of Stock options granted to Officers and Directors

( 15,223,028 )

Balance, December 31, 2022

$ 50,597,674 )

accompanying notes are an integral part of these financial statements .

Wellness, Inc.

Consolidated Statement of Cash Flows

the Years Ended December 31, 2022 and 2021

Ended December 31,

flows from operating activities:

Years Ended December 31,

Cash flows from operating activities:

$ ( 15,223,028 )

$ ( 28,100,245 )

Based compensation

& Amortization

of debt discount

on extinguishment of debt

on settlement

Goodwill & intangible impairment

Stock Based compensation

Fair value of warrants issued for loan extension

Depreciation & Amortization

Amortization of debt discount

Amortization of intangible asset

Gain on sale of asset

Gain on extinguishment of debt

Bad debt expense

Gain on settlement

Intangible asset 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

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Due from third party

Prepaid expenses and deposits

Right of Entry asset

Accounts receivable

Accounts payable

Accrued liabilities

Lease liability

Net cash (used in) operating activities

( 6,395,942 )

( 7,567,645 )

flows from investing activities:

of fixed assets

paid for Intellectual property

loaned to affiliate

Cash flows from investing activities:

Purchase of fixed assets

Cash paid for Intellectual property

Cash loaned to affiliate

( 2,908,300 )

loaned to a third party

Cash loaned to a third party

( 1,000,000 )

received in acquisition

cash paid in acquisition

cash (used in) investing activities

( 10,000,000 )

flows from financing activities:

from public offering

from convertible debt

of convertible debt

Cash paid for research agreement

proceeds from sale of asset

Net cash (used in) investing activities

( 2,471,991 )

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

( 13,146,597 )

Cash flows from financing activities:

Proceeds from public offering

Proceeds from convertible debt

Repayment of convertible debt

( 3,150,000 )

Capital contribution

Purchase of Treasury Stock

Loan to affiliate

Borrowing on debt

Payment on debt

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 9,823,490 )

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 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

Common stock issued in connection with promissory notes

Fair value of warrants issued and beneficial conversion feature in connection with convertible promissory notes

Cancellation of shares issued to management

Treasury shares cancelled

Cashless exercise of options

Initial ROU asset and lease liability

Fair value of shares issued for capitalized intellectual property

accompanying notes are an integral part of these unaudited financial statements

WELLNESS, INC.

to Financial Statements

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and $ 7,567,645

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 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.

for the years ended December 31, 2022 and 2021.

The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans.

December 31, 2022, the Company had $ 1,931,068 in cash and working capital of $ 2,245,979 .

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.

2 - Significant Accounting Policies

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Inventory is based upon the average cost method of accounting.

During the year ended December 31, 2022, The Company determined that certain

of our inventory items were either slow moving, expired or discontinued.

As a result, the Company write-off a total of $ 152,432 consisting

of raw materials of $ 23,623 , finished goods of $ 123,094 and packaging of $ 5,715 .

Held-to-Maturity

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potential common shares would be to decrease the loss per share.

Schedule of Net Loss per Common Share

of Net Loss per Common Share

For the Years

Ended December 31,

$ ( 15,223,028 )

$ ( 28,100,245 )

for basic earnings per share - Weighted-average common shares issued and outstanding during the period

for diluted earnings per share

(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

Value of Financial Instruments

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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.

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.

Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes

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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.

2022 and 2021, the Company has recognized no additional allowance for doubtful collections.

of Long-Lived Assets

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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

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to

its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

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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.

We conducted our annual impairment

tests of goodwill as of December 31, 2022 and 2021.

There was no impairment in the years ended December 31, 2022 and 2021.

assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade

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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.

Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 and $ 300,000

during the years ended December 31, 2022 and

2021, respectively.

Currency Translation

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effective tax rates equating to approximately $ 7,110,329 less a valuation allowance in the amount of approximately $ 7,110,329 .

of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the year ended

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, 2022.

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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.

December 31, 2022 and 2021, the Company had accounts receivable of $ 647,530 and $ 695,319 .

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.

December 31, 2022 and 2021, the Company had prepaid expenses and deposits of $ 814,114 and $ 617,302 , 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.

December 31, 2022 and 2021, the Company had inventory of $ 441,404 and $ 304,266 , consisting of finished goods, raw materials and packaging

During the year ended December 31, 2022, The Company determined that certain of our inventory items were either slow

moving, expired or discontinued.

As a result, the Company write-off a total of $ 152,432 consisting of raw materials of $ 23,623 , finished

goods of $ 123,094 and packaging of $ 5,715 .

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 .

At December 31, 2021, the Company

had invested $ 2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company formed for the sole purpose

of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company (“SPAC”)

and an unconsolidated subsidiary.

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

On November 3, 2021, JWAC filed

a registration statement (“IPO”) with the Securities and Exchange Commission with an initial funding of $ 100 M.

6, 2021 the IPO was deemed effective.

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

JWAC has a vote scheduled on April 17,2023 on a potential

At December 31, 2022, JWSL holds

1,437,500 Founders shares of JWAC and 288,830 Private Placement Units of JWAC for the benefit of the Company.

December 31, 2022, the Company also had a $ 9,073 loan to an affiliate.

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

December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $ 10,000,000 to Next Frontier

Pharmaceuticals, Inc.

(“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire

The Note has a term of Nine months and interest at eight percent ( 8 %).

On January 6, 2022 the company issued an additional Secured

Promissory Note to NFP under the same terms for up to $ 5,000,000 , of which $ 1,000,000 was funded on January 7, 2022.

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 19).

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.

As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000

against the 2021 earnings and $ 1,000,000 against the 2022 earnings.

8 - Intangible Assets

1 unchanged sentence

Schedule of Purchase Price to Intangible Assets

Tradenames & trademarks

Customer base

Non-compete has an estimated life of two years , the Customer base has an estimated life of fifteen years and the Tradenames & trademarks

12 unchanged sentences

31, 2021, the Company had no remaining Intangible Assets attributable to Magical Beasts.

Entertainment

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

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.

for the years ended December 31, 2022 and 2021 was $ 72,884

and $ 72,883 .

The balance of the Intangible Asset (Distribution Agreements) at December 31, 2022 and 2021 was $ 291,533

respectively.

the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies.

The Company paid a total of $ 675,000

1 unchanged sentence

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.

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 of $ 300,000

to 2021 earnings.

During 2022, the Company evaluated

the remaining license agreement and determined that its carrying value had been impaired and took a charge of $ 375,000 to 2022 earnings.

The balance of Intellectual property at December 31, 2022 and 2021 was $ 0 and $ 375,000 , respectively.

Research Agreement

the year ended December 31, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post

COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes,

eczema, and other skin indications.

As of December 31, 2022, the Company had paid $ 1,500,000 of

the approximate $ 3,000,000 budget.

The payments are being amortized over 24 months, the respective term of the research.

During 2022, the Company evaluated the

remaining research agreement and determined that its carrying value had been impaired and took a charge of $ 1,075,000 to 2022

earnings The balance at December 31, 2022 was $ 0 .

9 – Financed Insurance Premiums

the year ended December 31, 2022, the Company financed a total of $ 241,272 for its General Liability and Director & Officer insurance

premiums over the twelve months coverage period.

The average interest rate is 9.3 %.

At December 31, 2022 the outstanding balance had

10 - 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.

12 unchanged sentences

valuation model on the respective reporting date as follows:

Schedule of Assumptions for Black-Scholes Valuation Model

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

December 31, 2020

( 3,150,000 )

interest expense for the Company was $ 1,736,106 for the year ended December 31, 2021.

Company recorded $ 604,031 related to the Convertible Promissory Notes during the year ended December 31, 2021, which included $ 157,500

of original issues discounts and $ 1,446,530 of warrant and beneficial conversion features expense related to the convertible notes.

April 20, 2022, the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the Agreements”).

Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 (the

“2022 Notes”).

In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000

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

The Notes originally had a maturity date of October 20, 2022 ,

but has been extended to April 20, 2023.

In connection with the 2022 Notes, the Company issued a total of 250,000 shares as origination

shares valued at fair market value of $ 277,500 .

There is no beneficial conversion feature since the conversion price is grater then the

fair value of the shares.

2022 Notes have an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent (8%), and

a conversion price of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes.

Warrants have a five ( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares

underlying the Warrants are included in an effective registration and certain anti-dilution protection.

fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 .

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:

Reporting Date

following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years

and ended December 30, 2022:

of convertible Promissory Notes

Balance, December 31, 2020

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.

Conversions of Notes

Cash payments on Notes

Principal Balance, December 31, 2021

Principal Balance, December 31, 2022

interest expense for the year ended December 31, 2022 totaled $ 1,286,368 which includes $ 1,104,477 amortization of the origination shares

and warrants discounts in connection with the 2022 Notes.

11 - Note payable issued in acquisition

19 unchanged sentences

obligation on the Note.

As a result, the Company recognized gain of $ 669,200 in the extinguishment of debt.

12 – Covid-19 SBA Loans

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 .

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”).

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 expenses.

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, 2022 was $ 47,533 .

13 - Capital Structure

1 unchanged sentence

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.

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.

At December 31, 2022 and 2021, there were 22,388,888 and 24,046,001 shares of common

stock issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding.

ended December 31, 2021 issuances:

6 unchanged sentences

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, 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 14) exercised her stock options

under the cashless provisions and was issued 159,053 shares of the Company’s stock.

issued for services

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.

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.

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, 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.

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 in

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.

These agreements were determined to

be impaired and $ 375,000

and $ 300,000

were written of in the years ended December 31, 2022 and 2021, respectively.

issued in Public Offering

7 unchanged sentences

option to purchase 442,650 Company Warrants.

ended December 31, 2022 issuances and cancellations:

issued for services

the year ended December 31, 2022, the Company entered into six Investor Relations Consulting Agreement under the terms of which the Company

agreed to issue 925,000 shares of its common stock.

The shares were valued 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 $ 1,054,125 as stock-based compensation

during the year ended December 31, 2022 for these issuances.

As of December 31, 2022, the Company had not issued 300,000 of these shares

which are included in common stock payable.

November 2021, the Company engaged Oppenheimer & Co.

to repurchase shares of the Company’s common stock from the public market.

At December 31, 2021, Oppenheimer had not repurchased any of the Company’s securities and as of December 31, 2022 Oppenheimer had

purchased 2,825,617 shares of the Company’s common stock at a total costs of $ 2,880,045 (average of $1.02 per share).

As of December

31, 2022, the Company had cancelled all of the repurchased shares.

issued in connection with Convertible Promissory Note

April 20, 2022, the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the Agreements”).

Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 .

In connection with these Notes, the Company issued a total of 250,000 shares as origination shares valued at fair market value of $ 277,500 .

Return and Cancellation of Shares

September 28, 2022 the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of

a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c).

July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions:

(1) on July 20,

2022, the Company’s four executive officers (Messrs.

John, Miller, and McKinnon and Dr.

Wilson), all of whom are on the Company’s

Board of Directors except for Mr.

McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock

Option Forfeiture Agreement.

The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive

employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive

The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s

books and records with regard to the 11,000 shares;

and (2) on July 26, 2022, the same four executive officers, returned, and the Company

cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan.

Following the remedial measures, the Company was informed that the Company has regained compliance with the Rule and that this matter

is now closed.

following table sets forth the issuances of the Company’s shares of common stock for the years ended December 31, 2022 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

of Stock Holders

Balance December 31, 2020

Conversion of Promissory Notes

Exercise of stock options

Stock based compensation

Consulting Services Shares

Intellectual property

Public offering

Balance December 31, 2021

Shares issued for services

Loan origination shares for promissory note

Shares repurchased from the market

( 2,825,617 )

Management shares cancelled

Balance December 31, 2022

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.

the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component.

31, 2021 the Company had accrued $ 285,000 of stock payable.

During the year ended December 31, 2022, the Company entered into another

similar consulting agreement and accrued an additional $ 192,000 for a total of $ 477,000 of stock payable relating to the agreements.

14 - 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

During the year ended December 31, 2022, the Company issued a total of 2,260,000 warrants with an exercise price of between $1.00 and $ 2.79

and five year terms in connection with two convertible promissory notes, and during 2021 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 10).

of Fair Value of Warrants Using Black Scholes Method

5/5/2021 - 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

In connections with the Company’s public offering (see Note 13), the Company issued 11,607,142 warrants

to the purchasers of the common stock, exercisable immediately at an exercise price of $ 2.79 and 442,650 warrants to the underwriter

immediately exercisable at $ 3.50 .

of Fair Value of Warrants Using Black Scholes Method

following tables summarize all warrants outstanding as of December 31, 2022 and 2021, and the related changes during the period.

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 .

Stock Warrants

Balance at December 31, 2020

Warrants issued in connection with Convertible Notes (see note 7)

Warrants issued in connection with the Public offering

Balance at December 31, 2021

Warrants issued in connection with Convertible Notes (see note 7)

Warrants issued in connection with Convertible Notes

Balance at December 31, 2022

Warrants Exercisable at December 31, 2022

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.

with a three-year term to its Officers and Directors and during the year ended December 2022, the Company issued a total of 3,250,000

options with an exercise price of $ 0.76 each with a three-year term to its Officers, Directors, and employees.

the year ended December 31, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company

issued 300,000 two-year options, immediately vested, with an exercise price of $ 1.00 .

The Company recorded an expense of $ 142,169 in connection with this issuance.

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

1 unchanged sentence

for Black-Scholes valuation model on the respective reporting date.

Schedule of Fair Value of Warrants Using Black Scholes Method

of Fair Value of Warrants Using Black Scholes Method

Reporting Date

1/01/21 – 6/30/21

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.

148 % - 209 %

7/1/21 - 9/30/21

10/01/21 – 12/31/21

the year ended December 31, 2022, the Company cancelled a total of 211,000 options to management and reallocated these to cover shares

of the Company’s stock to be issued under the Company’s Incentive Stock Plan.

the year ended December 31, 2022, the Company recognized $ 2,048,270 as compensation expense related to the option grants.

31, 2022 and 2021, the Company had 8,134,280 and 4,584,280 options outstanding, respectively.

15 - Acquisition of Magical Beasts, LLC

4 unchanged sentences

$ 250,000 cash at closing;

$ 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

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 .

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.

of Fair value of Warrants

connection with the Magical Beasts Acquisition, Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to

6 unchanged sentences

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

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.

fair value of the consideration is as follows:

Note, net of discount

of Fair Value Consideration

Promissory Note, net of discount

Consideration paid

purchase price allocation is as follows:

The purchase price allocation

is as follows:

Tangible assets

tangible assets

Intangible assets

Tradename-Trademarks

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.

Total Intangibles

intangible net

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.

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.

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.

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.

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 $ 8,500 .

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:

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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

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

16 – Acquisition of SRM Entertainment

4 unchanged sentences

(“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

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

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.

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.

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.

4 unchanged sentences

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:

The determination of the fair value of the consideration and related allocation of the purchase price was determined by management of

The fair value of the consideration is as follows:

Fair Value Consideration

Shares of the Company’s common stock issued

Market value of Company’s common stock (11/30/20 Nasdaq closing price)

Consideration paid

Net tangible liabilities assumed

Total consideration

The 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

$ ( 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

Distribution Agreements

Total purchase price allocation

17 - Commitments and Contingencies

3 unchanged sentences

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

of Minimum Annual Lease Payments

Primary Period

Amount During Renewal Period

July 1 to June 30, 2022

July 1 to June 30, 2027

July 1 to June 30, 2023

July 1 to June 30, 2028

July 1 to June 30, 2024

July 1 to June 30, 2029

July 1 to June 30, 2025

July 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

7 unchanged sentences

Additionally, the Company recognized accreted interest expense of $ 60,626 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.

of $ 231,790 for the lease during the year ended December 31, 2022.

On August 6, 2020, the Company,

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.

lawsuit alleged that Mr.

Koch and the other defendants were 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.

The Company asserted 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 .

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.

Koch and 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, and claiming damages of over $ 10

On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants’ counterclaim in its

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

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

On March 25, 2022, The Honorable Lewis J.

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.

John permission to move for summary judgment

dismissing the Koch Parties’ unjust enrichment counterclaim;

the parties briefed that motion in spring 2022.

On January 30,

2023, Judge Liman largely granted Jupiter and Mr.

Koch’s motion, eliminating all of the Koch Parties’ remedy theories

except for their restitution claim for transferring the domain www.cbdbrands.net to Jupiter.

In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply

unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch

Parties had paid for other, similar websites:

between $12.17 and $65.98 .

After Judge Liman issued this order, the Parties

settled all claims and Jupiter and Mr.

John filed a proposed order of dismissal of all claims with prejudice.

Under the order,

Jupiter did not pay any amount in settlement of the claims.

On February 17, 2023, Judge Liman so-ordered that proposed order and

closed the case.

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

18 – Segment Reporting

9 unchanged sentences

Gross Profit (Loss)

$ ( 204,542 )

SRM Entertainment

3 unchanged sentences

Gross Profit (Loss)

* Amounts for

SRM are from the date of acquisition (November 30, 2020) to December 31, 2020

19 - 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.

January 19, 2023, Jupiter Wellness, Inc., (the “Company”) entered into a Securities Purchase Agreement (the “PIPE Agreement”)

with certain purchasers, for the issuance of 8,631,574 common stock warrants (the “PIPE Offering”) at a price of $ 0.125 per

warrant, comprised of two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock

per Common Warrant with an exercise price of $ 1.00 per share , with (a) 4,315,787 Common Warrants being immediately exercisable for three

years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five

years following 6 months from the closing of the PIPE Offering.

January 19, 2023, The Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers,

pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value $ 0.001 (the “Common Stock”), at a price

of $ 0.70 per share were issued to the purchasers (the “RD Offering”).

aggregate purchase price for the purchase of one share, one 3-year warrant and one 5-year warrant was $ 0.95 .

The gross proceeds to the

Company from both the PIPE Offering and the RD Offering was approximately $ 4.1 million and net proceeds to the Company after all related

expenses was approximately $ 3,500,000 .

Rights Agreement

January 19, 2023, the Company also entered into a Registration Rights Agreement with the Purchasers, (the “Registration Rights

Agreement” and together with the PIPE Agreement and the RD Agreement the “Agreements”), requiring the Company to register

the securities issued under the PIPE Agreement.

Pursuant to the Rights Registration Agreement, the Company has agreed to file one or

more registration statements with the SEC covering the registration of the shares of Common Stock issuable upon exercise of the Common

accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2022 to the date these financial

1 unchanged sentence

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