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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-01 · 1518 added, 1347 removed, 644 unchanged (82% of the section changed)

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of Disclosure Controls and Procedures

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

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

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

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

The Company’s disclosure

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

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

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

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

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

The Company’s certifying officers have

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

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

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

Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely

decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule

The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of

reaching the Company’s desired disclosure control objectives.

In designing periods specified in the SEC’s rules and

forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the

desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

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

disclosure controls and procedures are not effective in reaching that level of assurance.

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

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

Chairman and Director

Danielle De Rosa

Financial Officer

Executive Officer and Director

Torres Kaufman

Director and President

Chief Financial Officer

Chief Executive Officer

David Sandler

Chief Operating Officer

Director and President

Richard Pascucci

Christopher Marc Melton

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

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

Kaufman is the Chairman and CEO of Beacon Capital

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

Kaufman officially founded Beacon Capital as her family office

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

In 2003, Nancy started a mortgage correspondent

lending company called Wall St.

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

she sold to Countrywide in 2006.

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

passion, life sciences.

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

and healthcare space.

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

In 1999, Nancy was awarded a full academic scholarship

to the College of St.

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

a Chemistry minor.

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

Gulyas, Chairman and Director, has served as one of our directors since July 2023.

Gulyas has owned and operated multiple franchise

brands over the last 13 years.

Since 2015 John has been the owner and the CEO of 2v consulting LLC.

Since February 2020 John has been

working as the Founder and President of GBB Drink Lab, who is the world’s first rapid blood alcohol detoxification drink, and which

was recently acquired by the Company.

From October 2018 to September 2021, John worked as a vice president of franchise development at

He worked as site development coordinator at European Wax Center from June 2007 to March 2017.

Boon, Chief Executive Officer and Director, has served as the director since October 2023 and was appointed as the Chief Executive

Officer of the Company in February 2024.

Boon was the Co-Founder and CEO of GBB Drink Lab, which developed Safety Shot Beverages,

the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity.

Boon has over 30 years of experience building successful businesses from creation to exit.

He was one of the original thought leaders

and investors in LifeLock, a leading identity protection provider, where he applied his expertise in sales, marketing, and strategic

business development to grow LifeLock to $500 million in revenue.

LifeLock went public in 2012 and was subsequently acquired by Symantec

in 2016 for $2.3 billion.

Prior to LifeLock, Mr.

Boon founded SW Promotions, a marketing and advertising company.

SW Promotions and its

400 employees were acquired by one of its publicly traded partners.

Schur, Director and President, has served as Director and President of the Company since March of 2024.

In 2006, He has worked as

the Chief Executive Officer and Chairman of Suretone Entertainment Group since 2006, as well as the Chief Executive Officer of Mimram

Shur Pictures.

Schur has held influential positions at various studios and record companies, overseeing artists like Snoop Dogg,

Nirvana and Guns and Roses.

His achievements include re-launching Geffen Records and boosting its revenue to over $1 billion, as well

as founding the successful Flip Records.

In the film sector, Mr.

Schur co-founded Mimran Schur Pictures and Suretone Pictures, producing

notable films such as “Warrior,” which earned an Academy Award nomination, and “Stone.” His entrepreneurial ventures

also include Suretone Entertainment, which encompasses record labels and management companies that have made significant cultural impacts.

addition, Mr.

Schur co-founded film production company Mimran Schur Pictures in 2007.

Schur worked as the President of Geffen Records/UMG

from January 1999 to June of 2007.

Schur’s oversight, Geffen Records achieved over $1 billion in revenue while becoming

a consistent global market share leader for Universal Music Group.

Schur has a Bachelor of Arts degree from Boston College.

De Rosa, Chief Financial Officer , has over 25 years of experience in all aspects of financial services and operational functions.

De Rosa served as Chief Financial Officer at Virtra since January 2023.

From July 2022 to December 2022, Ms.

De Rosa served as the

CFO at Common Spirit.

From December 2010 to February 2022, Ms.

De Rosa served as the Senior Finance Officer at Lorts Manufacturing.

Rosa moved all around the U.S.

and has a Master of Business Management and a Bachelor of Science in Accounting.

De Rosa is a Harvard

graduate in risk management and financial leadership as well.

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

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

Boon, Chief Executive Officer and Director, was the Co-Founder and CEO of GBB Drink Lab, which developed Safety Shot Beverages, the

first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity.

over 30 years of experience building successful businesses from creation to exit.

He was one of the original thought leaders and investors

in LifeLock, a leading identity protection provider, where he applied his expertise in sales, marketing, and strategic business development

to grow LifeLock to $500 million in revenue.

LifeLock went public in 2012 and was subsequently acquired by Symantec in 2016 for $2.3

Prior to LifeLock, Boon founded SW Promotions, a marketing and advertising company.

SW Promotions and its 400 employees were

acquired by one of its publicly traded partners.

Pascucci, Director, has over 20 years of experience in the beverage industry.

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Joseph’s University, Philadelphia.

Gulyas, Chairman and Director, has owned and operated multiple franchise brands over the last 13 years.

Since 2015 John has been

the owner and the CEO of 2v consulting LLC.

Since February 2020 John has been working as the Founder and President of GBB Drink Lab,

who is the world’s first rapid blood alcohol detoxification drink, and which was recently acquired by the Company.

2018 to September 2021, John worked as a vice president of franchise development at Vio Med Spa.

He worked as site development coordinator

at European Wax Center from June 2007 to March 2017.

Rosa, Chief Financial Officer , has over 25 years of experience in all aspects of financial services and operational functions.

De Rosa served as Chief Financial Officer at Virtra since January 2023.

From July 2022 to December 2022, Ms.

De Rosa served as

the CFO at Common Spirit.

From December 2010 to February 2022, Ms.

De Rosa served as the Senior Finance Officer at Lorts

Manufacturing.

Rosa moved all around the U.S.

and has a Master of Business Management and a Bachelor of Science in Accounting.

De Rosa is a Harvard graduate in risk management and financial leadership as well.

Long , Director , has over 20 years of experience

in leading and increasing growth for companies in the fitness and wellness industries.

Long , Director , has served as one of our directors since March 2024.

Long has over 20 years of experience in leading and

increasing growth for companies in the fitness and wellness industries.

Since January 2010 Mr.

Long has served as the

CEO and the Co-Founder of Orangetheory Fitness Corporate.

Long has served as the CEO and the Co-Founder

of Orangetheory Fitness Corporate.

From June 2008 to June 2007 Mr.

Long served as the Developer and Owner of European

Long has a Bachelor’s degree in Health Science, Physical Therapy, and International Business from University of

Florida and an MBA from University of Florida.

Sandler, Chief Operating Officer , has more than 30 years’ experience in the nutrition and health industry developing,

building and managing high-growth, results-oriented projects.

David is the founder of StrengthPro Inc., a consulting firm specializing

specific areas of health, fitness, nutrition, and supplement ratio.

Long served as the Developer and Owner of European Wax Center.

Long has a Bachelor’s degree in Health Science, Physical Therapy, and International Business from University of Florida and an

MBA from University of Florida

Sandler, Chief Operating Officer , has more than 30 years’ experience in the nutrition and health industry developing, building

and managing high-growth, results-oriented projects.

David is the founder of StrengthPro Inc., a consulting firm specializing specific

areas of health, fitness, nutrition, and supplement ratio.

David has been working as the president of Strengthpro since January 2021.

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as the chief operations officer at ProSupps USA, LLC.

Schur, Director , has worked as the the Chief Executive Officer and Chairman of Suretone Entertainment

Group since 2006, as well as the Chief Executive Officer of Mimram Shur Pictures which he founded in 2007.

Board is elected annually by our stockholders.

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persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2024.

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

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

Under Nasdaq rules, independent directors

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

relationships, our Board has determined that Ms.

Kaufman and Messrs.

Melton, Pascucci and Gulyas do not have any relationships that would

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

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

and rules of Nasdaq.

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

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

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

relationships, our Board has determined that Messrs.

Melton, Pascucci, and Long do not have any relationships that would interfere with

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

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

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

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

our capital stock by each non-employee director.

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

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Board or until otherwise determined by our Board.

audit committee consists of Mr.

Kaufman, with Mr.

audit committee consists of Messrs.

Melton, Pascucci and Long, with Mr.

Melton serving as the chairman.

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The functions of this committee include:

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

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

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

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

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

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

financial statements;

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

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

and reviewing, with management and the independent accountants, our interim and year-end

operating results;

procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

our policies on risk assessment and risk management;

related party transactions;

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

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

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

be performed by the independent registered public accounting firm.

obtaining and reviewing a report by the independent registered public accounting firm at least

annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal

with such issues when required by applicable law;

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

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

accounting firm.

compensation committee consists of Messrs.

Melton and Boon with Mr.

Boon serving as the chairman.

The functions of the compensation committee

will include:

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

Melton, Pascucci and Long with Mr.

Long serving as the chairman.

The functions of the compensation

committee will include:

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

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

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

and approving, or recommending that our Board approve, the terms of compensatory arrangements

with our executive officers;

● administering

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independent compensation consultants and assessing conflict of interest compensation advisers;

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

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

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

and establishing general policies relating to compensation and benefits of our employees

and reviewing our overall compensation philosophy.

and Corporate Governance Committee

nominating and corporate governance committee consists of Messrs.

Melton and Boon with Boon serving as the chairman.

The functions of

the nominating and governance committee will include:

Melton, Pascucci and Long with Mr.

Pascucci serving as the chairman.

The functions of the nominating and governance committee will include:

● identifying

and recommending candidates for membership on our Board;

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in Certain Legal Proceedings

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

of the following events during the past ten years:

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

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;

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

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

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

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

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

or fraud in connection with any business entity;

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

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

or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance

our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

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

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

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

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

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

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

or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

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

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

over its members or persons associated with a member.

16(a) Beneficial Ownership Compliance

solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of

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with all Section 16(a) filing requirements, except Messrs.

David Long, Richard Pascu, Danielle De Rosa and

David Sandler did not file Form 3s upon their employment or appointment to the Board and the Company, as applicable.

David Long, Richard Pascucci, Danielle De Rosa and David Sandler did not file

Form 3s upon their employment or appointment to the Board and the Company, as applicable.

EXECUTIVE COMPENSATION

compensation was paid to our principal executive officer and our two other most highly compensated executive officers during the fiscal

years indicated below.

and Principal Position

Other Compensation ($) (5)

Compensation ($)

John (1)(4)(5)

principal executive officer and our two other most highly compensated executive officers during the fiscal years indicated below.

Current Officers and Directors

Name and Principal Position

Option Awards

All Other Compensation

Total Compensation

Jarrett Boon (1)(5)

Chief Executive Officer

Richard Miller (2)

Former Chief Compliance

Jordan Schur (2)

John Gulyas (3)(5)

Chairman of the Board

Danielle DeRosa (4)

Chief Financial Officer

David Sandler (8)

Chief Operating Officer

Boon has served as Chief Executive Officer since February 2024 and served as a Director since

October 2023.

Schur has served as President and Director since March 2024.

Gulyas has served as a Director since July 2023.

DeRosa has served as Chief Financial Officer since April 2024.

Gulyas were each paid $25,000 in Director fees during 2024.

Rewards represents the fair value of the options granted during the period calculated using

the Black-Scholes formula.

Awards are valued using the market price on the date of grant.

Sandler has served as Chief Operating Officer since March 2024.

Former Officers and Directors

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($) (4)

Total Compensation ($)

Former Chief Executive Officer

Glynn Wilson (2)

Chairman of the Board and

Chief Science Officer

Former Chairman of the Board and Chief Science Officer

Markita Russell

Chief Financial Officer

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

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.

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 were granted with an exercise price equal to market on date of grant.

John’s employment agreement calls for a bonus on investments made by the Company.

John received 267,500 shares

of restricted Chijet Motor Company common stock from the Company’s SPAC transaction and 500,000 restricted shares of SRM Entertainment

Former Chief Financial Officer

John was appointed as Chief Executive Officer on October 28, 2018 and resigned from his position

on February 28, 2024.

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

resigned from his position on February 28, 2024.

John’s employment agreement called for a bonus on investments made by the Company.

John received 267,500 shares of restricted Chijet Motor Company common stock

from the Company’s SPAC transaction and 500,000 restricted shares of SRM Entertainment

related to the sale of SRM Entertainment Ltd.

Wilson were each paid $25,000 in Director fees during 2023.

Agreements with Named Officers

May 1, 2023, we entered into a written employment agreement with Brian John, pursuant to which Mr.

John shall serve as our Chief Executive

Officer, President, and Chief Investment Officer (the “ John Employment Agreement ”).

The John Employment Agreement

has an initial term of two (2) years, and shall automatically renew for two (2) year periods unless otherwise terminated by either party.

John shall be paid a salary of $300,000 (the “ Base Salary ”) for the for the year ended at December 31, 2023, with

such Base Salary increasing by 10% for each calendar year thereafter.

John shall also be entitled to a 20% bonus pursuant to his

position as Chief Investment Officer, based on the net profits realized from any investments made by the Company during his employment.

August 18, 2023, the Company entered into a written employment agreement with Jarrett Boon, pursuant to which Mr.

Boon shall serves as

the chief operating officer of the Company (the “ Jarrett Employment Agreement ”).

Jarrett Employment Agreement has

an initial term of two years from September 1, 2022, and shall automatically renew for one (1) year periods unless otherwise terminated

by either party.

Boon shall be paid a salary of $150,000 (the “ Base Salary ”), with such Base Salary increasing

by 5% for each renewal term.

Boon shall also be entitled to a cash bonus between a range of 33%-50% of the Base Salary, based on

his achievements and at the discretion of the Company.

Boon shall be entitled to options to purchase 100,000 shares of Company’s

common stock, granted at market price and which shall vest quarterly over a period of three years.

March 7, 2024, the Company entered into an employment agreement with Mr.

Schur (the “President Agreement”).

Pursuant to the

President Agreement, Mr.

Schur is entitled to and annual salary of $300,000 per annum payable bi-monthly.

With an increment up to $400,000

if the Company earns a revenue of above $10 million, and an increment up to $500,000 if the Company earns a revenue of above $15 million.

Following the increment, the base salary shall remain $500,000 unless the Chief Executive Officer, in conjunction with the compensation

committee, decides otherwise.

Schur is also entitled to options to purchase 1,000,000 shares of common stock, with an exercise price

of $1.96, the closing price as of March 7, 2024, and vesting quarterly.

Schur shall receive additional options to purchase 100,000

shares of common stock for each fiscal year with the Company revenue more than $10 million, with a maximum limit of options to purchase

2,000,000 shares of common stock.

Gulyas Employment Agreement

December 16, 2024, the Company entered into an employment agreement (“Gulyas Agreement”) with John Gulyas, pursuant to which

Gulyas will serve as the Company’s Executive Chairman of the Board of Directors.

The Agreement provides for (A) a $300,000

annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted

stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, an incentive bonus of $100,000 and

500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025,

(D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue

of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Gulyas

Agreement by changing Section 5.

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000

shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000

RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Gulyas Agreement is filed herein as Exhibit 10.44.

Schur Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jordon Schur (the “Schur Agreement”), pursuant to

Schur will serve as the Company’s President.

The Agreement provides for (A) a $300,000 annual base salary paid in equal

installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares

of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares

of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus

of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for

Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Schur Agreement by changing

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000 shares of Company

restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000 RSUs will start vesting

on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on

October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Schur Agreement is filed as Exhibit 10.45.

Boon Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to

Boon will serve as the Company’s Chief Executive Officer.

Boon Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no

less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of

the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves

a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s

common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Boon Agreement by changing Section 5.

to read, Restricted Stock.

of his employment, Employee shall receive a grant of 1,000,000 shares of Company restricted common stock (the “RSUs”) as

compensation for work performed in 2025 and 2026.

The 1,000,000 RSUs will start vesting on April 1, 2025, in quarterly increments over

the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January

1, 2026, and 250,000 will vest on April 1, 2026.

Boon Agreement is filed as Exhibit 10.46.

DeRosa Employment Agreement

April 22, 2024, the Company entered into an employment agreement with Danielle DeRosa (the “DeRosa Employment Agreement”),

pursuant to which Ms.

DeRosa will serve as the Company’s Chief Financial Officer.

As consideration for her services, the Company

DeRosa a salary of $250,000 per annum, which salary is payable bi-monthly.

Subject to suitable business conditions, Ms.

may receive a 5% pay increase payable to her at each one-year anniversary from the commencement of the DeRosa Employment Agreement.

The Company will also award 200,000 stock options to Ms.

DeRosa, granted at a strike price equal to the closing market price on the date

DeRosa first starts to work for the Company as an independent consultant.

These stock options will vest on a quarterly basis,

in equal installments over three years.

The stock options will terminate on the fifth-year anniversary of their date of issuance.

DeRosa Employment Agreement is filed as Exhibit 10.47.

Agreements with Senior Management

April 17, 2023, we entered into a written employment agreement with Dr.

Glynn Wilson, pursuant to which Mr.

Wilson shall serve as our

Chief Science Officer (the “Wilson Employment Agreement ”).

The Wilson Employment Agreement has an initial term of

two (2) years, and shall automatically renew for two (2) year periods unless otherwise terminated by either party.

Wilson shall be

paid a salary of $175,000 (the “ Base Salary ”) and $175,000 in stock options annually, with such Base Salary and the

stock options increasing by 10% for the following two calendar years of 2024 and 2025.

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.

Incentive Plan

October 31, 2023 and December 5, 2023, our Board of Directors and majority shareholders, respectively, approved the Safety Shot, Inc.

2023 Equity Incentive Plan (the “2023 Plan”), to be administered by our Compensation Committee.

Pursuant to the 2023 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 2023 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 the grant.

Pursuant to the 2023 Plan, a maximum of 7,000,000 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 2023 Plan.

September 14, 2022, and December 22, 2022, our Board of Directors and majority shareholders, respectively, approved the Safety Shot,

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.

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.

December 30, 2022, the Company, in connection with the 2022 Plan, granted the directors and officers of the Company options to purchase

shares of common stock.

The table below shows the options granted to each director and officers, and their respective terms.

Five years from the grant date

Doug McKinnon

Five years from the grant date

Christopher Melton

Five years from the grant date

Nancy Torres Kauffman

Five years from the grant date

addition to the directors and officers, on December 30, 2022, the Company granted 100,000 options to purchase shares of common stock,

at an exercise price of $0.7600 and a five year term, to Mesers.

Markita Russell, Paul Jones and Zachary Greave, each.

The Company also

granted 50,000 options to purchase shares of common stock, at an exercise price of $0.7600 and a five year term, to each of Mesers.

Basantes, George Hall, and Dr.

to December 31, 2023, Mr.

Guylas and Mr.

Boon each purchased 1,050,000 of the above referenced options each from Mr.

January 17, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), an omnibus equity incentive

plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others and on July 31, 2024,

the Shareholders ratified the 2024 Plan.

The 2024 Equity Incentive Plan was adopted as a means to offer incentives and attract, motivate

and retain and reward persons eligible to participate in the 2024 Plan.

of 2024 Equity Incentive Plan

Administration.

Board of Directors has the sole authority to grant options or restricted stock.

The authority to manage the operation of and administer

the Plan shall be vested in the Compensation Committee.

The Committee shall consist of two or more directors who are (i) “Independent

Directors” (as such term is defined under the rules of the NASDAQ Stock Market) and (ii) “Non-Employee Directors” (as

such term is defined in Rule 16b-3), which shall serve at the pleasure of the Board.

The Board or the Committee administering the plan

shall have full power and authority to designate recipients of options and restricted stock, and to determine the terms and conditions

of the respective option and restricted stock agreements (which need not be identical) and to interpret the provisions and supervise

the administration of the Plan.

persons eligible for participation in the 2024 Equity Incentive Plan as recipients of options or restricted stock shall include directors,

officers and employees of, and consultants and advisors to, the Company or any Subsidiary;

provided that incentive options may only be

granted to employees of the Company and any Subsidiary.

maximum of 15,000,000 shares of the Company’s common stock, par value $0.001 per share shall be subject to the Plan.

of common stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary

of the Company, and such number of shares of common stock shall be and is hereby reserved for such purpose.

purchase price of each share of common stock purchasable under an incentive option shall be determined by the Committee at the time of

grant but shall not be less than 100% of the Fair Market Value of such share of common stock on the date the option is granted.

term of each option shall be fixed by the Committee, but no option shall be exercisable more than ten years after the date such option

is granted and in the case of an incentive option granted to an optionee who, at the time such incentive option is granted, owns (within

the meaning of Section 424(d) of the code) more than 10% of the total combined voting power of all classes of stock of the company or

of any subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted

the occurrence of a change in control the Committee may accelerate the vesting of outstanding restricted stock, in whole or in part,

as determined by the Committee, in its sole discretion.

Equity Awards at Fiscal Year-End

were no equity awards granted for the years ended December 31, 2023 and 2022.

following table sets forth the amounts paid to Directors during the years ended December 31, 2023 and 2022.

were no equity awards outstanding as of December 31,2024.

The following table sets forth the

amounts paid to Directors during the years ended December 31, 2024 and 2023.

Richard Pascucci

Christopher Marc Melton

Brian John (former)

Skender Fani (former)

1 unchanged sentence

Hector Alila (former)

Nancy Torres Kaufman

Nancy Torres (former)

Christopher Melton

Gary Herman (former)

with Directors

Agreements with Directors

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

9 unchanged sentences

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

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

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

Additionally,

we issued to Ms.

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

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

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

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

date of her election.

December 5, 2023, (the “ Pascucci Execution Date ”), we entered into an independent director’s agreement with

Richard Pascucci, pursuant to which Mr.

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

to the Pascucci Agreement, we shall pay Mr.

March 11, 2024 (the “Long Execution Date”), we entered into an independent director’s agreement with David Long, pursuant

Long shall serve as one of our directors and our Audit Committee, Compensation Committee, and Nominating Committee (the

“Long Agreement”).

Pursuant to the Long Agreement, we shall pay Mr.

Long $25,000 per annum.

Additionally, we shall issue

Long an option to purchase 50,000 shares of our common stock on the Long Execution Date and for each additional year Mr.

serves as a director (the “Long Options”).

The Long Options shall have a three (3) year term and an exercise price equal

to the market price per share of the Company common stock as of the date of the Long Agreement and shall be issued on each anniversary

date of his election.

December 5, 2023 (the “Pascucci Execution Date”), we entered into an independent director’s agreement with Richard Pascucci,

pursuant to which Mr.

Pascucci shall serve as one of our directors and our Audit Committee, Compensation Committee, and Nominating Committee

(the “Pascucci Agreement”).

Pursuant to the Pascucci Agreement, we shall pay Mr.

Pascucci $25,000 per annum.

Additionally, we shall issue to Mr.

Pascucci an option to purchase

20,000 shares of our common stock on the Richard Execution Date and for each additional year Mr.

Pascucci serves as a director (the “ Pascucci

The Pascucci Options shall have a three (3) year term and an exercise price of the closing market price of the date

of issuance and shall be issued on the first date of each anniversary.

Additionally,

we shall issue to Mr.

Pascucci an option to purchase 50,000 shares of our common stock on the Pascucci Execution Date and for each additional

Pascucci serves as a director (the “Pascucci Options”).

The Pascucci Options shall have a three (3) year term and

an exercise price equal to the market price per share of the Company common stock as of the date of the Pascucci Agreement and shall be issued

on each anniversary date of his election.

March 7, 2024, the Company entered into a director’s agreement with Mr.

Schur (the “Jordon Agreement”).

to the Jordon Agreement, Mr.

Schur (the “Schur Agreement”).

the Schur Agreement, Mr.

Schur is entitled to an annual salary of $25,000 per-annum, payable bi-monthly, and option to purchase 50,000

50,000 shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price

of the Company’s common stock at time of issuance.

The options shall expire 3 years after the date of issuance and shall be

subject to the terms and conditions of the stock award agreement to be entered into by and between the Company and Mr.

shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price of the Company’s

common stock at time of issuance.

The options shall expire 3 years after the date of issuance and shall be subject to the terms and conditions

of the stock award agreement to be entered into by and between the Company and Mr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

3 unchanged sentences

(iii) each of our named executive

and (iv) all executive officers and directors as a group as of March 28, 2024.

and (iv) all executive officers and directors as a group as of March xx, 2025.

The information presented below regarding beneficial

11 unchanged sentences

110, Jupiter, FL 33477.

The beneficial ownership

of shares of common stock is calculated based on 86,683,391 shares of common stock, which includes 12,268,507 shares of Common Stock issued

and outstanding, stock options of 8,861,000 held by beneficial owners and warrants of 3,370,787 held by a beneficial owner as of March

Unless otherwise noted in the footnotes to the following

table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment

power with respect to their beneficially owned Common Stock.

of Beneficial Owner

of Common Stock Beneficially Owned

of Shares of Common Stock Beneficially Owned

and Officers:

Financial Officer

Operating Officer

Chief Financial Officer

Chief Executive Officer

Chairman and Director

Chief Operating Officer

officers and directors (9 persons)

Includes 200,000 shares issuable upon exercise of options.

Includes 2,000,000 shares issuable upon exercise of options.

Includes 1,950,000 shares issuable upon exercise of options.

(4) Includes 100,000 shares issuable upon exercise of options.

Includes 95,000 shares issuable upon exercise of options.

Includes 141,000 shares issuable upon exercise of options.

(1) Includes 1,050,000 shares issuable upon

exercise of options.

(2) Includes 200,000 shares issuable upon exercise

(3) Includes 3,250,000 shares issuable upon

exercise of options.

(4) Includes 3,200,000 shares issuable upon

exercise of options.

(5) Includes 120,000 shares issuable upon exercise

(6) Includes 141,000 shares issuable upon exercise

(7) Includes 150,000 shares issuable upon exercise

750,000 shares issuable upon exercise of options

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

16 unchanged sentences

purchased an additional 18,200 shares for $36,330.

the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $238,839.

During the year ended December 31,

2023 the Company sold 271,679 ChiJet shares for a realized gain of $238,839.

December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading

31 unchanged sentences

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.

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

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

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

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

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

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

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

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

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

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

Independent Director’s Contract between the Company and Dr.

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

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

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

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

Employment Agreement with Douglas O.

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

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

Agreement with Dr.

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

Statement filed with the SEC on July 14, 2020.

Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration

Statement filed with the SEC on June 17, 2020.

Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration

of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

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.

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

Commission on June 21, 2019.

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

July 14, 2020.

of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement

filed with the SEC on June 17, 2020.

Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration

Statement filed with the SEC on June 17, 2020.

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

on June 17, 2020.

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

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

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

and Ayako Holdings, Inc., incorporated by reference

to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

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

on November 9, 2020.

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

on November 19, 2020.

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

the SEC on December 3, 2020.

Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K,

filed with the SEC on January 26, 2021.

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

on January 29, 2021.

Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on January 29, 2021.

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

SEC on February 3, 2021.

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

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

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

on July 14, 2020.

Subsidiaries of the Registrant

Consent of M&K CPAS

Certification

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

Certification

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

Certification

of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Certification

pursuant to 18 U.S.C.

Representative’s

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

of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

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

filed with the SEC on July 14, 2020.

Director’s Contract between the Company and Dr.

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

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

Director’s Contract between the Company and Timothy G.

Gly nn, dated March 13, 2019, incorporated by reference to Exhibit 10.3

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

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

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

Agreement with Douglas O.

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

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

of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A

filed with the Securities and Exchange Commission on August 19, 2019.

Agreement with Dr.

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

Statement filed with the SEC on July 14, 2020.

Employment Agreement with Brian John, dated February 1, 2020, incorporated

by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Employment Agreement with Richard Miller, dated February 1, 2020, incorporated

by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10

of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Confidential Membership Interest Purchase Agreement dated February

20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC.

and Krista Whitley , incorporated by reference to Exhibit 10.11

of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Sales Distribution Agreement dated February 20, 2020 between Jupiter

Wellness Inc.

and Ay ako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement

filed with the SEC on June 17, 2020.

Distribution Agreement, dated November 5, 2020, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.

Endorsement Agreement, dated November 10, 2020, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.

Share Exchange Agreement, dated November 30, 2020, incorporated by

reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.

Independent Director’s Agreement, dated January 20, 2021, incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.

Omnibus Amendment dated January 25, 2021, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

First Amendment to Common Stock Option Agreement dated January 25,

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

Employment Agreement dated as of January 20, 2021, incorporated by

reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.

License and Purchase Agreement by and between Safety Shot Inc.

and Elite Health Partners dated February 21, 2024, incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2024.

Transition Advisory Agreement between the Company and Brian John dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024.

Omnibus Agreement between the Company and Brian John and Dr.

Glynn Wilson dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024.

Director Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Independent Director Agreement between the Company and David Long dated March 11, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Employment Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Securities Purchase Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.01 on Current Report Form 8-K, filed with the SEC on April 5, 2024.

Registration Rights Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.02 on Current Report Form 8-K, filed with the SEC on April 5, 2024.

Employment Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024.

Option Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024.

Securities Purchase Agreement between the Company and Jordan Schur dated June 27, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on June 27, 2024.

Securities Purchase Agreement between the Company and Jordan Schur dated August 30, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 5, 2024.

Form of Common Stock Warrant, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 5, 2024.

Securities Purchase Agreement between the Company and an accredited investor dated September 24, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 24, 2024.

Consulting Agreement between the Company and Cor 4 Capital Corp., dated September 23, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 24, 2024.

Form of Separation and Exchange Agreement between the Company and Caring Brands, Inc.

dated September 24, 2024, incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024.

Equity Disbursement Agreement dated December 6, 2024, incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024

Employment Agreement between the Company and John Gulyas incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

Employment Agreement between the Company and Jordan Schur incorporated by reference to exhibit 10.2 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

Employment Agreement between the Company and Jarrett Boon incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

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

Corporate Governance Guidelines, incorporated by reference to Exhibit

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

Insider Trading Policy

Subsidiaries of

the Registrant

Consent of M&K

Certification of

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

Certification of

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

Certification of

our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Certification pursuant

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

Claw Back Policy

Insider Trading Policy

*Filed herewith.

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

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of April 1, 2024.

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of March 28, 2025.

SAFETY SHOT, INC

Executive Officer and Director

/s/ Jarrett Boon

Chief Executive Officer and Director

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

and in the capacities and on the dates indicated.

and Chief Executive Officer (principal executive officer)

April 1, 2024

Danielle De Rosa

Financial Officer (principal financial and accounting officer)

April 1, 2024

/s/ Jarrett Boon

Director and Chief Executive Officer (principal executive officer)

March 28, 2025

/s/ Danielle De Rosa

Chief Financial Officer (principal financial and accounting officer)

March 28, 2025

Danielle De Rosa

and Chief Science Officer

April 1, 2024

/s/ David Sandler

Chief Operating Officer

March 28, 2025

David Sandler

/s/ John Gulyas

March 28, 2025

/s/ Christopher Marc Melton

March 28, 2025

Christopher Marc Melton

April 1, 2024

Nancy Torres Kaufman

Torres Kaufman

April 1, 2024

/s/ Jordan Schur

Director and President

March 28, 2025

/s/ Richard Pascucci

March 28, 2025

Richard Pascucci

April 1, 2024

/s/ David Long

April 1, 2024

March 28, 2025

TO FINANCIAL STATEMENTS

2 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024 and

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Shareholders’ Equity for the Years

Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Safety Shot, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Safety Shot, Inc.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated balance sheets of Safety Shot, Inc.

(the Company) as of December 31, 2024 and 2023, and the

related consolidated statements of operations, shareholders’ equity, and cash flows for the two-year period ended December 31,

related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the two-year period ended December

31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of

its consolidated operations and its cash flows for the two-year period ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

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

As discussed in the

Note 1 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company

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

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

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

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

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

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

consolidated operations and its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in the Note 1 to the financial statements, the Company has suffered

net losses from operations in current and prior periods and the Company has incurred and expects to continue to incur significant costs

in pursuit of its expansion and development plans, which raises substantial doubt about its ability to continue as a going concern.

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.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

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

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, audits of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audits Matters

critical audits matters communicated below are matters arising from the current period audits of the consolidated financial

statements that were communicated or required to be communicated to the audits committee and that:

(1) relate to accounts or

disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or

complex judgments.

The communication of critical audits matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audits matter below, providing separate opinions on the

critical audits matters or on the accounts or disclosures to which they relate.

transactions and Improper Revenue Recognition

discussed in the Note 1 to the financial statements, the Company generates its revenue from the sales of its products directly to the

end user and recognizes revenue when goods or products are shipped on a FOB shipping point.

Understanding when the performance obligation

has been completed can sometimes require significant judgement.

We tested the Company’s support for all of the material revenue

sources and the timing in which the Company completed the related performance obligation.

M&K CPAS, PLLC

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audits Matter

The critical audit matter communicated

below are matter arising from the current period audits of the consolidated financial statements that were communicated or required

to be communicated to the audits committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by

communicating he critical audits matter below, providing separate opinions on the critical audits matter or on the accounts or

disclosures to which they relate.

Evaluation of Intangible Assets

As discussed in Note 2 and 8 to the consolidated financial

statements, the Company acquired intangible assets through an asset purchase agreement in 2023.

At each reporting period, certain intangible

assets are required to be assessed annually for impairment based on the facts and circumstances at that time.

Auditing management’s

evaluation of intangible assets can be a significant judgment given the fact that the Company uses management estimates on future revenues

and expenses which are not easily able to be substantiated.

Given these factors and due to significant judgements

made by management, the related audit effort in evaluating management’s judgments in evaluation of intangible assets required a

high degree of auditor judgment.

The procedures performed included evaluation of the

methods and assumptions used by the Company, tests of the data used and an evaluation of the findings.

We evaluated and tested the Company’s

significant judgments that determine the impairment evaluation of intangible assets.

/s/ M&K CPAS,

www.mkacpas.com

We have served as the Company’s auditor since

We have served as the Company’s

auditor since 2019.

The Woodlands, Texas

April 1, 2024

known as Jupiter Wellness, Inc .)

Consolidated Balance Sheets

of December 31, 2023 and 2022

March 28, 2025

Safety Shot, Inc.

Balance Sheets

December 31, 2024 and

Marketable Securities

Account receivable

Accounts and other receivables

Prepaid expenses and deposits

Investment in affiliates

Loan receivable from SRM

Entertainment Ltd

Investment in SRM Entertainment,

Investment in Yerbae Brands

Investment in SRM & Affiliates

Other current assets

assets held for sale

current assets

Long-Term Assets

Note Receivable

Total current assets

Right of Use assets

Intellectual property,

Fixed assets, net

held for sale

Liabilities and Shareholders’

Intangible assets, net of amortization

Fixed assets, net of depreciation

Liabilities and Shareholders’ Equity

Accounts payable

Convertible notes

Current portion of lease

Accrued interest

Current portion of lease liability

Accrued expenses

Accrued liabilities

Covid-19 SBA Loan

liabilities held for sale

current Liabilities

Long-term portion lease

Shareholders’ Equity

Preferred stock, $ 0.001

par value, 100,000 shares authorized of which none are issued and outstanding

Common stock, $ .001 par value, 100,000,000

shares authorized, of which 45,634,154 and 22,338,888 shares issued and outstanding as of December 31, 2023 and 2022

Total current liabilities

Long-term portion lease liability

Total liabilities

Preferred stock, $ 0.001 par value, 100,000 shares authorized, of which none

are issued and outstanding

Common stock, $ 0.001 par value, 250,000,000 shares authorized, of which

62,640,314 and 45,634,154 shares were issued and outstanding as of December 31, 2024 and 2023

Additional paid-in capital

Common stock payable

Accumulated deficits

( 115,090,347 )

( 65,680,715 )

Shareholders’ Equity

Liabilities and Shareholders’ Equity

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

Total Shareholders’

Equity (Deficit)

( 2,173,052 )

Total Liabilities and Shareholders’

The accompanying notes

are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

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Cost of Sales

profit (loss) from continuing operations

Gross profit (loss) from continuing

( 2,445,757 )

Operating expense

General and administrative

Impairment of Intangibles

of Promissory Note

Total operating expenses

2 unchanged sentences

Interest expense

( 1,286,368 )

Other income / (expense)

( 5,373,426 )

gain / (loss) on equity investment

other income (expense)

( 1,243,676 )

Unrecognized gain / (loss) on

equity investment

Total other income (expense)

( 6,354,158 )

Net (loss) from continuing

( 2,222,187 )

Net (loss) from continuing operations

$ ( 48,411,830 )

Income (loss) from discontinued

$ ( 14,821,513 )

Income (loss) from discontinued operations

$ ( 49,409,632 )

$ ( 15,083,041 )

Deemed Dividend

( 2,293,301 )

Loss attributable to shareholders

$ ( 51,702,933 )

Net (loss) per share:

Loss per share attributed to common shareholders

Weighted average number of shares

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

accompanying notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

1 unchanged sentence

the Years Ended December 31, 2024 and 2023

December 31, 2021

Additional Paid

Balance December 31, 2022

$ ( 50,597,674 )

Shares issued for services

Treasury shares purchased

Shares issued in Public Offering

Shares issued -payable for services

Shares issued for services and stock payable

Purchase of intangible asset

Warrant conversions related to offerings

Warrant conversions related to promissory notes

Deconsolidation of SRM Entertainment and change to equity

method of accounting

Fair value of price reduction on conversion price for

notes and warrants

Fair value of options granted to employees

Fair value of warrants granted for services

Promissory note conversion

Fair value of warrants granted for services

Fair value of options granted for services

( 15,083,041 )

Balance December 31, 2023

$ ( 65,680,715 )

Treasury shares cancelled

$ ( 65,680,715 )

Shares issued in Private Placements for cash

Shares issued for services

Shares issued -payable for settlement

Shares issued for employee bonus

Shares issued for option exercises

Shares issued for Warrant conversions

Deconsolidation of Caring Brands

Shares issued from Stock in connection with extinguishment

of convertible notes

Fair value of options granted

Issuance of Warrants

Deemed Dividends

( 2,293,301 )

Shares issued in

connection with convertible promissory note

Fair value of warrants

issued and issue discounts with

convertible note

Stock options issued for

Common Stock to be issued

Management common shares

Fair value of Stock options

granted to Officers and Directors

( 2,293,300 )

( 49,409,632 )

December 31, 2022

( 49,409,632 )

Balance December 31, 2024

$ 110,856,719

Shares issued in Public

Shares issued -payable

Shares issued for services and stock payable

Purchase of intangible

Warrant conversions

related to offerings

Warrant conversions related to promissory notes

Deconsolidation of SRM

Entertainment and change to equity method of accounting

Fair value of price reduction

on conversion price for notes and warrants

Fair value of options granted

Fair value of warrants

granted for services

Promissory note conversion

Fair value of warrants

granted for services

Fair value of options granted for services

$ ( 115,090,347 )

$ ( 2,173,052 )

December 31, 2023

$ 110,856,719

$ ( 115,090,347 )

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

$ ( 2,173,052 )

The accompanying

notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

7 unchanged sentences

Fair value of stock-based compensation

Fair value of options issued

Fair value of warrants

issued for services

Amortization of debt discount

Intangible asset impairment

Loss on extinguishment

Unrealized gain/loss on

equity investment

Realized gain/loss on sale

of marketable securities

Unrealized loss on marketable

Impairment of secured promissory

Fair value of options issued for services

Fair value of warrants issued for services

Fair value of shares issued from Convertible note extinguishment

Unrealized loss on equity investment

Realized gain/loss on sale of marketable securities

Unrealized loss on marketable securities

Bad debt expense

Adjustments to reconcile

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

Gain on sale of SRM stock

Accrued losses on settlements

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

Prepaid expenses and deposits

3 unchanged sentences

Accounts payable

Accrued liabilities

Net cash (used in) continuing

operating activities

Accrued expenses

Lease liability

Net cash (used in) continuing operating activities

( 18,089,748 )

1 unchanged sentence

Cash flows from discontinued operating activities:

Income (loss) from discontinued

Reclassification

of assets and liabilities to held for sale

Cash provided from discontinued

Income (loss) from discontinued operations

Reclassification of assets and

liabilities to held for sale

Cash provided from discontinued operations

Cash flows from investing activities:

Cash paid for purchase

Cash paid for research

( 1,500,000 )

Cash paid for marketable

Cash paid for purchase

of intangible assets

Cash paid for purchase of assets

Cash paid for investment

Cash paid for marketable securities

Cash paid for purchase of intangible assets

( 2,200,000 )

3 unchanged sentences

Cash received for sale of marketable securities

Net change to value of

marketable securities

Cash loaned to third party

from sale of assets

Net cash (used in) investing

( 2,467,707 )

Net change to value of marketable securities

Cash paid for intangible assets

Purchase of equipment

Proceeds from sale of assets

Net cash (used in) investing activities

Cash flows from financing activities:

Shares issued for cash

Cash paid for Treasury

( 2,880,045 )

Proceeds from Promissory

Cash received upon exercise of options

Cash received upon warrant conversions

Deconsolidation of subsidiary

Shares issued for private placements

Loans to affiliates

Borrowings on debt

Net cash (used in) provided

by financing activities

Net increase (decrease) in cash and cash

Payments on debt

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 3,484,534 )

Cash and cash equivalents

at the beginning of the period

Cash and cash equivalents

at the end of the period

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:

Fair value of Warrants

issued and beneficial conversion feature in connection with convertible notes

Reclassification of Held

to Maturity investments to Marketable Securities

Shares issued from stock

payable for services

Shares issued for GBB asset

Reclassification for SRM

Ltd deconsolidation

Conversion of promissory

note for common stock

Common stock issued in

connection with promissory notes

Treasury shares cancelled

Cancellation of shares

issued to management

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

Reclassification of Held to Maturity investments

to Marketable Securities

Shares issued from stock payable for services

Shares issued for GBB asset purchase

Reclassification for SRM Ltd deconsolidation

Conversion of promissory note for common stock

Common stock issued from stock payable on extinguishment of debt

Common stock issued from stock payable on convertible note

accompanying notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

1 unchanged sentence

the Years Ended December 31, 2024 and 2023

1 - Organization and Business Operations

Note 1 - Organization and Business

Safety Shot Inc.

SHOT) was formerly known as Jupiter Wellness Inc.

In August 2023 the Company acquired certain assets of GBB Drink

Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow

recovery from the effects of alcohol at a rate faster than would occur normally.

Concurrently with the purchase, the Company changed

its name to Safety Shot, Inc.

In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which

included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery

from the effects of alcohol at a rate faster than would occur normally.

Concurrently with the purchase, the Company changed its name

to Safety Shot, Inc.

and changed its NASDAQ trading symbol to SHOT.

The Company launched Safety Shot in December 2023.

Shot has a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter and prescription-grade

health and wellness products.

Safety Shot has

a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter health and wellness products.

The Company will continue its current products line as an operating division and is committed to supporting

6 unchanged sentences

ensuring that our products are effective, safe, and meet the highest industry standards.

achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health

and wellness.

Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products

and enhance existing ones.

We also partner with industry leaders and organizations to leverage the latest technologies and expand our

generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties.

products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base.

Additionally,

we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global

Concern Consideration

of December 31, 2023 and 2022, the Company had accumulated deficits of $ 65,680,715 and $ 50,597,674 , respectively, and cash flow used

in operations of $ 10,715,314 and $ 6,448,078 for the years ended December 31, 2023 and 2022.

The Company has incurred and expects to continue

to incur significant costs in pursuit of its expansion and development plans.

At December 31, 2023 and 2022, the Company had $ 3,833,349

and $ 1,477,552 , respectively, in cash and working capital of $ 4,303,687 and $ 2,245,979 , respectively.

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 Basis of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments,

Inc., a Florida corporation, and for the period from January 1, 2022 to August 14, 2023, SRM Entertainment, Limited, a Hong Kong private

limited company, which was sold effective August 14, 2923.

To achieve our

mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness.

Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance

existing ones.

We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach.

We generate revenue

through various channels, including the sales of our OTC and consumer products.

Our products are available

through various retailers and e-commerce platforms, making them accessible to a broad customer base.

Additionally, we collaborate with

other companies to license our intellectual property, creating additional revenue streams and expanding our global presence.

Segment Reporting

The Company operates as a single

reportable segment.

The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the

company on a consolidated basis and makes decisions regarding resource allocation at that level.

As a result, the company has

determined that it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280, Segment

The company’s product is a dietary drink supplement.

Revenues from external customers are derived from

e-commerce, distributors, and direct to retail consumers.

The company only operates in the United States.

Going Concern Consideration

As of December

31, 2024 and 2023, the Company had accumulated deficits of $ 115,090,347 and $ 65,680,715 , respectively, and cash flow used in operations

of $ 18,089,748 and $ 10,715,314 for the years ended December 31, 2024 and 2023.

The Company has incurred and expects to continue to incur

significant costs in pursuit of its expansion and development plans.

At December 31, 2024 and 2023, the Company had $ 348,816 and $ 3,833,349 ,

respectively, in cash and working capital of a negative $ 6,816,953 and a positive $ 4,303,687 , respectively.

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.

Note 2 – Significant

Accounting Policies Basis of Presentation

The accompanying

consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments, Inc., a Florida

corporation, and for the period from January 1, 2022 to August 14, 2023, SRM Entertainment, Limited, a Hong Kong private limited company,

which was sold effective August 14, 2923.

All intercompany accounts and transactions have been eliminated.

Extinguishment and Modification

changes or modification to debt instruments must be examined to determine if the modification has any significant effect.

If the changes

or modifications are material, the change or modification must be accounted for as an extinguishment.

If determined to be an extinguishment,

the change or modification to the original debt is derecognized and a new debt is recognized.

Any difference in the fair value is recognized

as a gain or loss on extinguishment.

Debt Extinguishment and Modification

Any changes or

modification to debt instruments must be examined to determine if the modification has any significant effect.

If the changes or modifications

are material, the change or modification must be accounted for as an extinguishment.

If determined to be an extinguishment, the change

or modification to the original debt is derecognized and a new debt is recognized.

Any difference in the fair value is recognized as

a gain or loss on extinguishment.

Deconsolidation

Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 % owned.

Upon deconsolidation,

the Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial

The Company will

use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 % owned.

Upon deconsolidation, the

Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial statements.

If the Company owns more than 20 % but less than 50 % the Company will continue to report under the Equity Method.

Discontinued Operations

Company adopted the FASB Accounting Standards Update No.

2014-08 Discontinued Operations requiring entities to reclassify assets

and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position.

2014-08 Discontinued Operations requiring entities to reclassify assets and

liabilities of a discontinued operation for all comparative periods presented in the statement of financial position.

Effective August

3 unchanged sentences

of SRM are reflected a discontinued operation.

Method for Investments

in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted

Effective September 24, 2024, the Company sold Caring

Brands Inc., (“CBI”) a wholly owned subsidiary.

Financial statements preceding the effective date of the sale have been reclassified

to reflect the respective CBI assets and liabilities as being held for sale and the operations of CBI are reflected a discontinued operation.

Equity Method for Investments

Investments in

unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted

for using the equity method.

7 unchanged sentences

performance of the investees and records reductions in carrying values when necessary.

Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method,

under which the costs to purchase the asset or set of assets are allocated to the assets acquired.

No goodwill is recorded in connection

with an asset purchase.

in Marketable Securities

Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets.

HTF- Trading securities

are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting

dates as other income or loss.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Asset Purchases

The Company accounts

for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the

costs to purchase the asset or set of assets are allocated to the assets acquired.

No goodwill is recorded in connection with an asset

Investments in Marketable Securities

The Company’s

Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets.

HTF- Trading securities are valued at their

fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income

Emerging Growth Company Status

The Company is

an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

4 unchanged sentences

parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

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

and the reported amounts of expenses during the reporting period.

Further, Section

102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Use of Estimates

The preparation

of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes

of the statement of cash flows.

Cash and Cash Equivalents

The Company considers

all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement

of cash flows.

There were no cash equivalents as of December 31, 2024 and 2023.

are stated at the lower of cost or market.

The Company periodically reviews the value of items in inventory and provides write-downs

or write- offs of inventory based on its assessment of market conditions.

Inventories are

stated at the lower of cost or market.

The Company periodically reviews the value of items in inventory and provides write-downs or write-

offs of inventory based on its assessment of market conditions.

Write-downs and write-offs are charged to cost of goods sold.

Inventory is based upon the average cost method of accounting.

During the year ended December 31, 2023, the Company had expired inventory

write-downs of $ 23,794 .

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 wrote-off a total of $ 152,432 of inventory, consisting of raw materials

of $ 23,623 , finished goods of $ 123,094 and packaging of $ 5,715 for the year ended December 31, 2022.

Held-to-Maturity

that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted

is based upon the average cost method of accounting.

In connection with the re-branding and marketing of the Sure Shot beverage and change

in the size of the individual cans from a 12 oz can to a 4oz can, the Company wrote off a total of $ 2,269,580 of inventory, consisting

of finished products, labels, packaging, containers, etc.

during the year ended December 31, 2024.

During the year ended December 31,

2023, the Company had expired inventory write-downs of $ 23,794 .

Investments Held-to-Maturity

Investments that

the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted

for as hold-to- maturity investments (“HTM”).

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For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

and liabilities Held for Sale

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement

(the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation

of SRM the Company.

Sale of SRM Entertainment, Inc.

On December 9,

2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended

and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3 % of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.5 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

Company has reclassified all of the assets and liabilities of SRM held prior to the Share Exchange as assets and liabilities held for

December 31, 2023, the Company had no assets or liabilities held for sale.

At December 31, 2022, the Company had current assets held

for sale totaling $ 611,316 , long term assets held for sale totaling $ 1,242,803 and liabilities held for sale totaling $593,192.

following table presents the major classes of assets and liabilities of discontinued operations of Communications reported in the consolidated

balance sheets:

of Assets and Liabilities of Discontinued Operations

Account receivable

Prepaid expenses and deposits

Investment in Affiliate

Pursuant to the Amended

and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3 %

of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all

of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its Initial

Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s

stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the

Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owned 4.5 million of the 9,450,000

shares of common stock outstanding of SRM.

At December 31, 2024, the Company held 2,613,342 shares of SRM (less than 20 %) which are considered

marketable securities.

Trading Securities

Securities that the Company intends

to sell are classified as trading securities.

Trading securities are carried at fair value with gains and losses recognized in current

period earnings.

per Common Share

Net income (loss)

per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income (loss) per

share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options,

warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share.

options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential

common shares would be to decrease the loss per share.

Schedule of Net Loss per Common Share

For the Year Ended December

Net (loss) from continuing operations

$ ( 48,411,830 )

Total current asset held

Intangible assets

Assets held for sale

Accounts Payable

Accrued liabilities

current Liabilities

following table presents the components of discontinued operations in relation to Communications reported in the consolidated statements

of operations:

the Year ended December 31,

Cost of Sales

Operating expense

Other (income) expense

Total expenses

income (loss) from discontinued operations

$ ( 14,821,513 )

that the Company intends to sell are classified as trading securities.

Trading securities are carried at fair value with gains and losses

recognized in current period earnings.

Loss per Common Share

income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during

If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such

as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share.

As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the

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

of Net Loss per Common Share

the Year Ended December 31,

(loss) from discontinued operations

$ ( 49,409,632 )

$ ( 15,083,041 )

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

for diluted earnings per share

Deemed Dividend

( 2,293,301 )

Loss attributable to shareholders

$ ( 51,702,933 )

( 15,083,041 )

Denominator for basic earnings

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

Denominator for diluted earnings

Basic (loss) per share

Diluted (loss) per share

Loss per shares attributed to common shareholders

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue

from Contracts with Customers” (“ASC 606”).

Under ASC 606, revenues are recognized when control of the promised goods

or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to

be recognized as it fulfills its obligations under each of its agreements:

The fair value

of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

Revenue Recognition

The Company generates

its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

The Company recognizes

revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts

with Customers” (“ASC 606”).

Under ASC 606, revenues are recognized when control of the promised goods or services

are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those

goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized

as it fulfils its obligations under each of its agreements:

the contract with a customer;

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the transaction price to performance obligations in the contract;

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

when shipped.

Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,

refund or warranty related to our products except for cases of defective products of which there have been none to date.

Receivable and Credit Risk

receivable are generated from sales of the Company’s products.

The Company provides an allowance for doubtful collections, which

is based upon a review of outstanding receivables, historical collection information, and existing economic conditions.

During the year

ended December 31, 2023 and 2022, the Company recognized no allowance for doubtful collections.

of Long-Lived Assets

evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the

carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the undiscounted

future net cash flow the asset is expected to generate.

and Intangible Assets

is tested for impairment at a minimum on an annual basis.

Goodwill is tested for impairment at the reporting unit level by first performing

a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying

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

its fair value.

The Company’s

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

Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty

related to our products except for cases of defective products of which there have been none to date.

Accounts Receivable and Credit

Accounts receivable

are generated from sales of the Company’s products.

The Company provides an allowance for doubtful collections, which is based

upon a review of outstanding receivables, historical collection information, and existing economic conditions.

During the year ended

December 31, 2024 and 2023, the Company recognized no allowance for doubtful collections.

Impairment of Long-Lived Assets

We evaluate long-lived

assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of

a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the undiscounted future net

cash flow the asset is expected to generate.

Goodwill and Intangible Assets

Goodwill is tested

for impairment at a minimum on an annual basis.

Goodwill is tested for impairment at the reporting unit level by first performing a qualitative

assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

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

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

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Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

conducted an evaluation of our goodwill as of December 31, 2022 and there was no impairment in the year ended December 31, 2022.

the year ended December 31, 2023, the Company spun-off its wholly-owned subsidiary SRM Entertainment Ltd.

which was the source for its

As a result, the Company had no goodwill at December 31, 2023.

(see Note 8).

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

names, purchased technology, and non-compete agreements.

Intangible assets are amortized over the period of estimated benefit using the

straight-line method and estimated useful lives ranging from one to twenty years.

No significant residual value is estimated for intangible

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate

that the carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds

the undiscounted future net cash flow the asset is expected to generate.

Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 during the year ended December 31,

2022 and no impairment during the year ended December 31, 2023.

Currency Translation

and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts

are translated at the average exchange rates prevailing during the period.

Intangible assets

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

purchased technology, and non-compete agreements.

Intangible assets are amortized over the period of estimated benefit using the straight-line

method and estimated useful lives ranging from one to twenty years.

No significant residual value is estimated for intangible assets.

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that

the carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the

undiscounted future net cash flow the asset is expected to generate.

Foreign Currency Translation

Assets and liabilities

in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated

at the average exchange rates prevailing during the period.

Equity accounts are translated at historical exchange rates.

Cumulative gains and losses from foreign currency transactions and translation for the years ended December 31, 2023 and 2022 were not

and Development

Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

Cumulative gains

and losses from foreign currency transactions and translation for the years ended December 31, 2024 and 2023 were not material.

Research and Development

The Company accounts

for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development

(“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and developments costs are expensed

when the contracted work has been performed or as milestone results have been achieved.

Company-sponsored research and development costs

related to both present and future products are expensed in the period incurred.

The Company incurred research and development expenses

of $ 100,591 and $ 1,637,117 for the years ended December 31, 2023, and 2022, respectively.

Based Compensation

Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”

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

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

to provide services.

internal research and development costs are expensed as incurred.

Third-party research and developments costs are expensed when the contracted

work has been performed or as milestone results have been achieved.

Company-sponsored research and development costs related to both

present and future products are expensed in the period incurred.

The Company incurred research and development expenses of $ 271,719

and $ 100,591 for the years ended December 31, 2024, and 2023, respectively.

Stock Based Compensation

The Company recognizes

compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC

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

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

provide services.

Share-based compensation arrangements include stock options and warrants.

As such, compensation cost is measured

on the date of grant at their fair value.

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

option grant.

October 24, 2018, the inception date, the Company adopted ASU No.

As such, compensation cost is measured on

the date of grant at their fair value.

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

On October 24,

2018, the inception date, the Company adopted ASU No.

2018-07 “Compensation - Stock Compensation (Topic 718):

to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation

(which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain

tax positions requiring recognition in the Company’s financial statements.

Improvements to Nonemployee

Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently

only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services.

Consequently,

the accounting for share-based payments to nonemployees and employees will be substantially aligned.

The Company accounts

for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to

be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies

the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition

threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken

in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by

taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,

disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax

positions requiring recognition in the Company’s financial statements.

Since the Company was incorporated on October 24, 2018,

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Company’s deferred tax asset at December 31, 2024 and 2023 consists of net operating loss carry forwards calculated using

federal and state effective tax rates equating to approximately $ 8,658,484

and $ 6,674,042 less

a valuation allowance in the amount of approximately $ 8,658,484

and $ 6,674,042 .

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

of related party transactions.

to Section 850-10-20 the related parties include a.

federal and state effective tax rates equating to approximately $ 14,660,582 and $ 8,658,484 less

a valuation allowance in the amount of approximately $ 14,660,582 and $ 8,658,484 .

Related parties

The Company follows

subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party

transactions.

Pursuant to Section

850-10-20 the related parties include a.

affiliates of the Company;

entities for which investments in their equity securities

would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted

entities for which investments in their equity securities would

be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted

for by the equity method by the investing entity;

10 unchanged sentences

be prevented from fully pursuing its own separate interests.

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

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

However, disclosure of transactions that are eliminated

in the preparation of consolidated or combined financial statements is not required in those statements.

The consolidated

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

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

However, disclosure of transactions that are eliminated in the

preparation of consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

the nature of the relationship(s) involved;

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

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

to an understanding of the effects of the transactions on the financial statements;

the dollar amounts of transactions for each of

the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that

used in the preceding period;

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

otherwise apparent, the terms and manner of settlement.

Reclassifications

current and prior period balances have been adjusted to reflect current period presentation.

Accounting Pronouncements

June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions.

The amendments

specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed

in a grantor’s own operations by issuing share-based payment awards.

The standard will be effective for us in the first quarter

of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606).

The Company has adopted

this standard beginning January 1, 2019.

The adoption of this standard has not had a significant impact on the Company’s results

of operations, financial condition, cash flows, and financial statement disclosures.

February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases

classified as operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments

(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with

a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize

lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases generally on a

straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual

periods and is to be retrospectively applied.

The Company has adopted this standard beginning January 1, 2019.

The adoption of this standard

has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement

3 - Accounts Receivable

December 31, 2023 and 2022, the Company had accounts receivable of $ 5,585 and $ 26,440 , respectively.

4 - Prepaid Expenses and Deposits

December 31, 2023, the Company had prepaid expenses and deposits of $ 1,469,733 ,

consisting of $ 1,073,823 of raw materials related to a two million can Safety Shot beverage production run, prepaid insurance of

$ 56,335 and other prepaids of $ 339,575 .

At December 31, 2022 the Company had $ 116,389

of had prepaid expenses and deposits.

5 - Inventory

December 31, 2023 and 2022, the Company had inventory of $ 795,824 and $ 151,204 , consisting of finished goods, raw materials and packaging

nature of the relationship(s) involved;

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

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

of the effects of the transactions on the financial statements;

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

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

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

the terms and manner of settlement.

Recent Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting

requirements under ASC 280.

This ASU aims to provide investors with more detailed information about a public entity’s reportable segments,

including those with a single reportable segment.

The Key Provisions include :

Enhanced Expense Disclosures:

Public entities

must now disclose significant segment expenses that are regularly provided to the chief operating

decision maker (CODM) and included in each reported measure of segment profit or loss.

Disclosure of Other Segment Items:

Entities are required to

disclose an amount for “other segment items” by reportable segment, representing the

difference between reported segment revenues and the sum of significant segment expenses and the

reported measure of segment profit or loss.

A qualitative description of the composition of these

other segment items is also required.

Interim Reporting Requirements:

All annual disclosures about

a reportable segment’s profit or loss and assets, including the new disclosures introduced

by ASU 2023-07, must now be provided in interim periods as well.

Single Reportable Segment Entities:

Public entities with a

single reportable segment are explicitly required to provide all segment disclosures mandated by

ASC 280, including those introduced by ASU 2023-07.

This clarification ensures that users receive

comprehensive information about the entity’s operations and performance.

Disclosure of CODM Information:

Entities must disclose the

title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit

or loss in assessing performance and allocating resources.

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

December 15, 2024.

The Company adopted the ASU for the year ended December 31, 2024.

Note 3 - Accounts and other receivables

At December 31,

2024 and 2023, the Company had accounts and other receivables of $ 283,561

and $ 5,585 ,

respectively.

At December 31, 2024, the $ 83,561 accounts receivable were from current customers and the other receivable of $ 200,000

was a credit refund from a vendor.

Note 4 - Prepaid Expenses and

At December 31,

2024, the Company had prepaid expenses and deposits of $ 920,189 , consisting of $ 193,074 of raw materials, prepaid insurance of $ 260,943 ,

security deposits of $ 55,116 and other prepaids of $ 411,056 .

At December 31, 2023 the Company had $ 1,469,733 , consisting of $ 1,073,823

of raw materials related to a two million can Safety Shot beverage production run, prepaid insurance of $ 56,335 and other prepaids of

Note 5 - Inventory

At December 31,

2024 and 2023, the Company had inventory of $ 233,510 and $ 795,824 , consisting of finished goods, raw materials and packaging supplies.

Marketable Securities

December 31, 2022, 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 was the Chief

Executive Officer of JWAC.

filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s

business combination with Chijet Inc.

At December 31,

2022, 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 was the Chief Executive Officer of JWAC.

JWAC filed a Current

Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s business

combination with Chijet Inc.

and its affiliates including Chijet Motor Company Inc.

(collectively “Chijet”), at

its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the

Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

(collectively “Chijet”), at its Special

Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the Company received

a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

CJET) in exchange for its Loans.

2023, the Company received 96,000 additional shares of ChiJet due to downside protection clauses in the business combination agreements.

May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $ 508,800 and in September and October 2023, the Company

purchased an additional 18,200 , shares for $ 36,330 .

the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $ 238,834 .

December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading

securities and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair

market value of $ 842,976 had a combined unrealized loss of $ 1,511,488 which is included in other income/loss.

connection with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits

realized from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $ 233,377

payable to Brian in this regard.

In August 2023, the Company

received 96,000 additional shares of Chijet due to downside protection clauses in the business combination agreements.

In May 2023, the

Company purchased 48,000 shares of JWAC (now Chijet) common stock for $ 508,800 and in September and October 2023, the Company purchased

an additional 18,200 , shares for $ 36,330 .

During the year ended December 31,

2023 the Company sold 271,679 Chijet shares for a realized gain of $ 238,834 .

At December 31,

2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading securities

and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair market value

of $ 842,976 had a combined unrealized loss of $ 1,511,488 which is included in other income/loss.

In connection

with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits realized

from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $ 233,377 payable

to Brian in this regard.

Subsequent to June 30, 2023, Mr.

John agreed to receive 267,500 shares of restricted ChiJet shares in

lieu of any bonuses payments related to the transaction.

John agreed to receive 267,500 shares of restricted Chijet shares in lieu of

any bonuses payments related to the transaction.

At December 31,

2024, the Company did not hold any shares of Chijet.

Investment in and Loans to Affiliates

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement

(the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation

of SRM the Company.

On December 9,

2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended

and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3 % of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.5 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $ 1,482,673 from SRM Entertainment,

Ltd, its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent ( 6 %) interest-bearing promissory note

(the “Note”) due on the earlier of:

Pursuant to the Amended

and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3 %

of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all

of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its Initial

Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s

stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the

Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owned 4.5 million of the 9,450,000

shares of common stock outstanding and SRM.

At December 31, 2024, the Company held 2,613,342 shares of SRM representing approximately

16 % of the issued and outstanding common shares of SRM.

At December 31,

2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $ 1,482,673 from SRM Entertainment, Ltd,

its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent ( 6 %) interest-bearing promissory note (the

“Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which the Company consummates an initial public

3 unchanged sentences

Offering (“IPO”) on August 14, 2023.

the year ended December 31, 2023, the Company began discussions with Colorado-based Elite Health Partners Inc.

regarding a license and sale of its legacy Jupiter Wellness assets.

In connection with these discussions the Company advanced Elite

At December 31, 2023, the Company determined that the advance should be

December 31, 2022, the Company had loans totaling $ 9,073 to an affiliate.

There were no loans at December 31, 2023.

8 - Note Receivable

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 six 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.

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.

On September 23, 2024, in anticipation of the acquisition of Yerbae Brands

(“Yerbae”) described in detail in the “ITEM 1.

BUSINESS, Recent Developments” section of this document

(the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the

aggregate principal amount of up to $ 500,000 .

In further preparation for the Acquisition, on December 10, 2024, the Company entered

into a Letter of Intent (“LOI”) whereby it agreed to fund up to $ 3,000,000 in Yerbae payables upon payment due date to Yerbae’s

vendors and suppliers.

The Company has paid $ 225,000 towards the $ 3,000,000 committed pursuant to the LOI.

Intangible Assets

Entertainment

connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible

assets as follows:

Schedule of Purchase Price to Intangible Assets

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.

August 14, 2023 the Company spun-off 52 % of SRM Ltd formerly a wholly-owned subsidiary, into a public company in exchange for shares

SRM Entertainment

August 14, 2023 the Company spun-off 52 %

of SRM Ltd, formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc.

common stock.

The fair value of the 4,609,166 shares of common stock SRM Inc.

received (net of dividend shares to the Company’s

shareholders) was $ 1,521,025 .

As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible

assets have been de-consolidated.

value of the 4,609,166

shares of common stock SRM Inc.

received (net of dividend shares to the Company’s shareholders) was $ 1,521,025 .

As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible assets have been

de-consolidated.

The deconsolidation produced a loss to the Company of $ 409,549 .

The Company currently owns 48 % of SRM

(see Note 6 above) and will use the equity method of accounting for its ownership in SRM Inc.

The Company recorded $ 864,418 as its

share of SRM losses from the date of separation to December 31, 2023.

of deconsolidation loss:

of Deconsolidation and Equity

At December 31, 2023, the Company owned 48 %

(see Note 6 above) and used the equity method of accounting for its ownership in SRM Inc.

The Company recorded $ 864,418

as its share of SRM losses from the date of separation to December 31, 2023.

During the quarter ended March 31, 2024, the Company

shares of SRM with a cost basis of % 57,452

and recognized SRM losses of $ 599,155 ,

which reduced the carrying value of SRM to $ 0.00 .

Schedule of Deconsolidation and Equity

Summary of deconsolidation loss:

Goodwill and Intangibles

6 unchanged sentences

$ ( 409,549 )

of Changes to Equity Method Investment

of Asset Value

Summary of Changes to Equity Method Investment

Fair value of Consideration

Equity in SRM losses

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 for the rights, consisting of $ 150,000 in cash and $ 525,000 in shares of the Company’s common

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 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 was $ 0 .

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 were 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

Shot Acquisition

July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc.

under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for

a blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects

of alcohol at a rate faster than would occur normally.

The purchase price was 5,000,000

shares of the Company’s restricted common

stock, valued at $ 2,468,500 ,

plus $ 200,000 in

cash and additional amounts based upon achieving certain benchmarks.

At the time of purchase GBB had no employees, no revenues and no

operations and reported its only asset was intellectual property.

Using guidance provided under the FASB Accounting Standards Update

2017-01, Clarifying the Definition of a business, the transaction was accounted for as a single asset purchase and the entire

purchase price of $ 2,668,500

was allocated to the patents.

The APA also contains

two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $ 5,500,000 as

(i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $ 11,000,000 from exercises

of the Company’s $ 1.00 Warrants at an exercise price of $ 1.00 per Common Share (“Milestone 1”), the Company shall pay

to the Seller $ 2,500,000 payable in cash;

and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of

at least $ 14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $ 1.40 per Common Share

(“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out

Milestone”), the Company shall pay to the Seller an additional $ 3,000,000 in cash.

In December 2023, the Company paid an additional

under the earn-our provisions

Balance, December 31, 2023

Sale of shares of SRM common stock

Equity in SRM losses

December 31, 2024

Safety Shot Acquisition

On July 10, 2023,

the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc.

(“GBB”) under the terms

of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for a blood alcohol

detox drink Safety Shot, an over-the- counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol

at a rate faster than would occur normally.

The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued

at $ 2,468,500 , plus $ 200,000 in cash and additional amounts based upon achieving certain benchmarks.

At the time of purchase GBB had

no employees, no revenues and no operations and reported its only asset was intellectual property.

Using guidance provided under the

FASB Accounting Standards Update No.

2017-01, Clarifying the Definition of a business, the transaction was accounted for as a

single asset purchase and the entire purchase price of $ 2,668,500 was allocated to the patents.

The APA also contains two earn-out provisions

that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $ 5,500,000 as follows:

(i) in the event

that during the Earn-Out Period, the Company receives cash proceeds of at least $ 11,000,000 from exercises of the Company’s $ 1.00

Warrants at an exercise price of $ 1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $ 2,500,000 payable

and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $ 14,000,000 from exercises

of the Company’s outstanding July 2021 Warrants at an exercise price of $ 1.40 per Common Share (“Milestone 2” and collectively

with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay

to the Seller an additional $ 3,000,000 in cash.

In December 2023, the Company paid an additional $ 2,000,000 under the earn-our provisions

which was allocated to the patents.

As of March 30, 2024, GBB is entitled to an additional payment of $ 175,000 un der Milestone (i).

patents will be amortized over twelve years (the remaining 12-year life of the patents).

During the year ended December 31, 2023, the

Company recognized $ 157,443 of amortization expense.

of transaction and carrying value:

As of December 31,2024, GBB is entitled to an additional payment of $ 175,000 under Milestone (i).

The patents will

be amortized over twelve years (the remaining 12 -year life of the patents).

During the years ended December 31, 2024 and 2023, the Company

recognized $ 407,400 and $ 157,443 of amortization expense.

Summary of transaction and carrying value :

Purchase price:

Allocation of Purchase

value of stock issued

10 - Accrued Interest and Other Accrued Liabilities

December 31, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $ 269,152 and $ 110,905 , respectively.

December 31, 2023 and December 31, 2022, the Company had accrued liabilities totaling $ 60,450 and $ 41,326 , respectively.

Allocation of Purchase price:

Fair value of stock issued

Accumulated Amortization

Note 9 - Accrued Expense and

Other Accrued Liabilities

At December 31,

2024 and December 31, 2023, the Company had accrued expenses on the convertible notes below of $ 1,433,245 and

$ 269,152 , respectively.

At December 31, 2024 and December 31, 2023, the Company had accrued liabilities totalling $ 234,360 and $ 60,450 ,

respectively.

Convertible Notes Payable

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

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

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 “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”).

1 unchanged sentence

20, 2022 , but has been extended to January

In connection with the 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 greater then

the fair value of the shares.

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.

The 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 .

expense for the year ended December 31, 2023 on the Notes totals $ 154,521 .

Total 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 Notes.

the year ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding

warrants was reduced to $ 0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes

to January 31, 2024.

The change on the Notes conversion rate was a change from $ 2.79 and the change to the outstanding warrants exercise

price was on 500,000 warrants with $ 6.00 price, 1,460,000 at $ 2.79 and 800,000 at $ 1.00 .

The amendment is considered a material modification

of the Notes and the Company has used extinguishment accounting to account for the change.

In connection with the 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 greater then the fair value of the shares.

The Accrued interest and note converted to stock was paid in full on September

The 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.

The 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.

The fair value

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

Interest expense

for the year ended December 31, 2024 on the Notes totals $ 175,927 .

Total interest expense for the year ended December 31, 2023, totaled $ 171,433 .

During the year

ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding warrants

was reduced to $ 0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes to January

The change on the Notes conversion rate was a change from $ 2.79 and the change to the outstanding warrants exercise price was

on 500,000 warrants with $ 6.00 price, 1,460,000 at $ 2.79 and 800,000 at $ 1.00 .

The amendment is considered a material modification of

the Notes and the Company has used extinguishment accounting to account for the change.

The fair value of the additional shares underlying

3 unchanged sentences

extinguishment of $ 1,120,333 has been included in other gains and losses.

December 2023, the $ 500,000

Note was converted into 537,634

shares of the Company’s common stock as

payment of the principal in full.

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

ended December 31, 2023 and 2022:

of Convertible promissory Notes

In December 2023, the $ 500,000 Note was converted into 537,634

shares of the Company’s common stock as payment of the principal in full.

In September 30, 2024, the remaining balance of $ 1,500,000 was converted to stock and paid in full.

20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i)

a secured convertible note in the principal amount of $ 1.75 million maturing on December 31, 2026 (the “Secured Convertible

Bigger Note”);

and (ii) a convertible note in the principal amount of $ 3.5 million maturing June 30, 2025 (the

“Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”).

Bigger Settlement Agreement is filed herein as Exhibit 10.32.

The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and

the Convertible Bigger Note is filed herein as Exhibit 4.6.

The notes entered were due to a legal settlement and no cash was

This amount was recorded as a loss on settlement.

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, 2024 and 2023:

Schedule of Convertible Promissory Notes

Principal Balance, December 31, 2023

Note converted to stock – paid in full

( 1,500,000 )

Convertible Note issued in settlement to Bigger Capital

Principal Balance, December 31, 2024

Conversion of one of

Principal Balance,

December 31, 2023

12 - Covid-19 SBA Loans

the year ended December 31, 2020, the Company applied for and received $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”),

Note 11 - Covid-19 SBA Loans

During the year

ended December 31, 2020, the Company applied for and received $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”),

which is administered through the Small Business Administration (“SBA”).

4 unchanged sentences

- Capital Structure

Stock - The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $ 0.001 .

preferred stock are issued and outstanding.

Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 .

December 31, 2023 and 2022, there were 45,634,154 and 22,338,888 shares of common stock issued and outstanding, respectively.

ended December 31, 2022 issuances

Shares Purchased

November 2021, the Company engaged Oppenheimer & Co.

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

During the year ended December 31, 2022, the Company purchased 2,825,617 shares of its common stock for $ 2,880,045 from the public market

and cancelled all of these repurchased shares.

and warrants issued in connection with convertible debt

the year ended December 31, 2022, The Company issued 250,000 shares (the “Origination Shares”) in connection with the issuance

of two convertible promissory notes (see Note 11 - Convertible Notes Payable) with a total face value of $ 2,000,000 .

The Origination

Shares were valued at fair market value of $ 277,500 .

issued for services

the year ended December 31, 2022, the Company entered into six Consulting Agreements under the terms of which the Company issued 925,000

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 $ 1,054,125 as stock-based compensation in the year ended

December 31, 2022 in connection with these issuances.

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

are included in common stock payable.

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 563(I).

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.

ended December 31, 2023 issuances:

issued in Public Offering

to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the

Stock - The Company is authorized to issue a total of 100,000 shares of preferred

stock with par value of $ 0.001 .

No shares of preferred stock are issued and outstanding.

- The Company is authorized to issue a total of 250,000,000 shares of common stock

with par value of $ 0.001 .

As of December 31, 2024 and 2023, there were 62,640,314 and 45,634,154 shares of common stock issued and outstanding,

respectively.

Year ended December 31, 2023

Shares issued in Public

Concurrently to

the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), 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

7 unchanged sentences

The net proceeds were

issued for services

the year ended December 31, 2023, the Company entered into Consulting Agreements under the terms of which the Company issued 1,675,000

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 issuance of the shares.

$ 3,450,675 .

Shares issued for services

During the year

ended December 31, 2023, the Company entered into Consulting Agreements under the terms of which the Company issued 1,675,000 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 issuance of the shares.

The Company recognized $ 677,925 as stock-based compensation in the year ended December 31,

issued for stock payable

the year ended December 31, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022

with a fair value of $ 192,000 .

In connection with two Consulting Agreements, the Company had not issued 450,000 shares with a fair value

of 440,230 which are included in common stock payable.

issued for purchase of assets

July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see

Shares issued for stock

During the year

ended December 31, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022 with a fair

value of $ 192,000 .

In connection with two Consulting Agreements, the Company had not issued 450,000 shares with a fair value of 440,230

which are included in common stock payable.

Shares issued for purchase

In July 2023,

the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 9).

The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock.

issued for exercise of warrants related to promissory notes

August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note

The Company received $ 1,118,400 for the exercise.

issued for exercise of warrants related to the Pipe transaction

in August 2023, the certain holders of warrants related to the Company’s IPO and PIPE transaction above, exercised a portion

of their warrant holdings and the Company issued a total 10,266,845 shares

of its common stock upon exercise.

The Company received $ 8,887,837

for the exercise.

Shares issued for conversion of promissory

In December 2023, a $ 500,000 convertible promissory note was converted

into 537,634 shares of the Company’s restricted common stock.

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

2023 and 2022 as follows:

of Stock Holders

Shares issued for exercise

of warrants related to promissory notes

In August 2023,

the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 11.

received $ 1,118,400 for the exercise.

Shares issued for exercise

of warrants related to the Pipe transaction

Beginning in August

2023, the certain holders of warrants related to the Company’s IPO and PIPE transaction above, exercised a portion of their warrant

holdings and the Company issued a total 10,266,845 shares of its common stock upon exercise.

The Company received $ 8,887,837 for the

Shares issued for conversion

of promissory note

In December 2023, a $ 500,000 convertible

promissory note was converted into 537,634 shares of the Company’s restricted common stock.

Year ended December

31, 2024 issuances:

issued in Private Placement for Cash

the year ended December 31, 2024, the Company had three take-down under its S-3 Registration Statement under which the Company issued

a total of 8,130,837 unrestricted shares of its common stock with a fair value of $ 10,625,519 .

issued for services

the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total

fair value of $ 4,077,050

issued for employee bonuses

the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for

a total fair value of $ 1,043,250 .

issued for option exercises

the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $ 76,000

for options exercised.

issued for warrant conversions

the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $ 3,962,714

for warrant conversions.

issued from stock in connection with extinguishment of convertible notes

the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $ 1,802,434

for extinguishment of convertible notes.

The following table sets forth the

issuances of the Company’s shares of common stock for the year ended December 31, 2024 and 2023 as follows:

Schedule of Stock Holders

Balance December 31, 2022

issued for stock payable

Public offering

Shares issued for stock payable

Shares issued for services

Loan origination shares

for promissory note

Shares repurchased from

( 2,825,617 )

Management shares

Stock issued for asset purchase

Stock issued for conversion of warrants related to Notes

Stock issued in connection with note conversion

Stock issued for conversion of warrants related to IPO

Balance December 31, 2023

Public offering

Shares issued for stock

Beginning balance

Shares issued in Private Placements for cash

Shares issued for services

Stock issued for asset

Stock issued for conversion

of warrants related to Notes

Stock issued in connection

with note conversion

issued for conversion of warrants related to IPO

Shares issued for employee bonuses

Shares issued for option exercises

Shares issued for Warrant conversions

Shares issued from Stock in connection with extinguishment

of convertible notes

Balance December 31, 2024

Stock Payable

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

the year ended December 31, 2022, the Company entered into another consulting agreement which called for a cash component and a stock

At December 31, 2022, the Company had accrued a total of $ 477,000 in stock payable relating to the consulting agreements.

the year ended December 31, 2023, the Company issued 300,000 shares for valued at $ 192,000 from stock payable and entered into two agreements

Ending balance

Common Stock Payable

During the year

ended December 31, 2023, the Company issued 300,000 shares for valued at $ 192,000 from stock payable and entered into two agreements

for inducement for $ 326,730 and three agreements for services totaling $ 113,500 .

The balance at December 31, 2023 was $ 725,230 .

14 - Warrants and Options

Note Warrants :

During the years ended December 31, 2022 and 2021, the Company issued a total of 2,760,000 warrants with an exercise

price of between $ 1.00 and $ 6.00 with five-year terms, in connection with promissory notes.

of Fair Value Using Black Scholes Method

Price on Grant Date

5/5 to 5/28/21

$ 3.78 - 3.99

During the year ended December 31, 2024, the Company issued $ 358,543 in stock out of the 2023 balance

and the Company entered into agreements to issue stock with a fair value of $ 756,250 for 625,000 shares of stock and a settlement agreement

for the cash value of $ 875,000 for 1,594,097 shares of stock.

The balance at year end December 31, 2024 is $ 1,997,936 .

Note 13 - Warrants and Options

the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution

to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York,

New York County, Index No.

65018/2024 (see Note 14).

Under the terms of the Settlement the Company agreed to cancel 1,656,050 original

warrants with an exercise price of $ 1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price

of $ 0.4348 .

The fair value of the exchange warrants is $ 2,732,329 which is offset by the unamortized value of $ 439,028 of the original

Schedule of Fair Value Using Black Scholes Method

PIPE Warrants:

On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”)

6 unchanged sentences

333-269794) covering the underlying shares of the Warrants.

of Fair Value Using Black Scholes Method

Price on Grant Date

the year ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which

the Company issued a total of 1,000,000

five-year warrants, with an exercise price between $ 1.00

Schedule of Fair Value Using Black Scholes Method

Price on Grant

Reporting Date

During the year

ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which the Company

issued a total of 1,000,000 five-year warrants, with an exercise price between $ 1.00 and $ 1.40 .

The Company recorded an expense of $ 364,960

in connection with this issuance.

of Fair Value Using Black Scholes Method

Reporting Date

Relative Fair Value

Exercise Price

Market Price on Grant Date

Volatility Percentage

08/10 - 08/21/23

Schedule of Fair Value Using Black Scholes Method

08/10 - 08/21/23

2 unchanged sentences

$ 1.00 - 6.00

following tables summarize all warrants outstanding as of December 31, 2023 and 2022, and the related changes during the period.

The following

tables summarize all warrants outstanding as of December 31, 2024 and 2023, and the related changes during the period.

price is the weighted average for the respective warrants at end of period.

of Warrant Outstanding

Balance at December 31, 2021

Warrants issued in connection with Convertible

Warrants issued in connection

with Convertible Notes

Summary of Warrant Outstanding

Number of Warrants

Average Exercise Price

Balance at December 31, 2022

1 unchanged sentence

Warrants issued for services

Warrants exercised in connection with Convertible

Warrants exercised in connection with Convertible notes

( 1,200,000 )

Warrants exercised in

connection with PIPE

Warrants exercised in connection with PIPE

( 10,266,845 )

Balance at December 31, 2023

Warrants cancelled in the Bigger Settlement

( 1,656,050 )

Warrants issued in the Bigger Settlement

Warrants issued in a private placement

Warrant conversions

( 2,996,127 )

Balance at December 31, 2024

Warrants Exercisable at December 31, 2024

2022, the Company issued a total of 3,250,000 options with an exercise price between $ 0.76 and $ 0.84 each with a five-year term to its

Officers, Directors, and employees.

The Company recorded an expense of $ 2,048,270 in connection with the Officers’, Directors’,

and employees’ issuance.

the nine months ended September 30, 2022, the Company entered into an Investor Relations and other 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 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 respective reporting date.

of Fair Value Using Black Scholes Method

Price on Volatility

the year ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company

issued 400,000 five -year options, with quarterly vesting, with an exercise price between $ 0.49 and $ 1.13 and 50,000 three-year options,

immediately vesting with an exercise price of $ 0.46 .

Stock Options

year ended December 31, 2024, the Company granted a total of 5,555,000 five -year

options to employees of the Company of which 1,435,000 have vesting schedule from one to three years with an exercise price between

4,120,000 which vested immediately upon grant with an exercise price of $ 1.79 .

During the same period, the Company also granted a total of 5,120,000 five -year options to consultants to the Company, which have

vesting schedule from six months to one year with an exercise price between $ 1.00 and $ 2.32 .

The total fair value of the options is

$ 17,372,444 .

The fair value of the options is being amortized over the vesting period.

The Company recognized $ 14,735,228

expense related to the options for the year ended December 31, 2024.

The fair value

of these options were 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.

For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs.

Schedule of Fair Value Using Black Scholes Method

on Volatility

$ 1.06 – 1.96

119 % - 121 %

1/17 – 9/10/24

$ 1.00 – 2.37

155 % - 162 %

During the year

ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company issued

400,000 five-year options, with quarterly vesting, with an exercise price between $ 0.49 and $ 1.13 and 50,000 three-year options, immediately

vesting with an exercise price of $ 0.46 .

The total fair value of the options $ 202,638 .

The fair value of the options is being

amortized over the vesting period.

The fair value of the options is being amortized

over the vesting period.

The Company recognized $ 39,444 expense for the year ended December 31, 2023.

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

The fair value

of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

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

Reporting Date

Number of Options

Exercise Price

Market Price on Volatility Percentage

on Volatility

7/10 - 8/18/23

1 unchanged sentence

$ 0.46 - 1.13

December 31, 2023 the Company had 7,965,166 options outstanding.

At December 31, 2024 the Company had

18,521,166 options outstanding.

of Option Outstanding

Balance at December 31, 2022

Options exercised

Options Granted

Balance at December 31, 2023

Options exercised

Options Granted

Balance at December 31, 2024

Commitments and Contingencies

Company entered into a new office lease Effective July 1, 2021.

The primary term of the lease is five years with one renewal option for

an additional three years.

The Company entered

into a new office lease Effective July 1, 2021.

The primary term of the lease is five years with one renewal option for an additional

Minimum annual lease payments for the primary term and one renewal are as follows:

of Minimum Annual Lease Payments

Primary Period

Schedule of Minimum Annual Lease Payments

Renewal Period

7 unchanged sentences

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

of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing

rate of the company).

The ROU and lease liability are amortized over the five-year life of the lease.

The unamortized balances at December 31, 2023 were ROU asset of $ 479,027 , current portion of the lease liability of $ 214,752 and non-current portion of lease liability of

At December 31, 2022, the unamortized balances were ROU asset of $ 643,977 , the current portion of the lease liability was $ 164,170

and non-current portion of the lease liability was $ 519,659 .

Under the new

standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of

$ 870,406 representing

the present value of the future payments under the lease calculated using an 8 %

discount rate (the current borrowing rate of the company).

The ROU and lease liability are amortized over the five-year life of the

The unamortized balances at December 31, 2023 were ROU asset of $ 479,027 ,

current portion of the lease liability of $ 214,752 and

non-current portion of lease liability of $ 304,907 .

The unamortized balances at December 31, 2024 were ROU asset of $ 299,722 ,

current portion of the lease liability of $ 212,964 and non-current portion of lease liability of $ 114,148 .

Additionally,

1 unchanged sentence

the year ended December 31, 2024 and 2023, respectively.

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.

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 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 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 .

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, and claiming damages of over $ 10 million.

On October 6, 2020, the Company moved for judgment

on the pleadings to dismiss the defendants’ counterclaim in its entirety.

On April 24, 2021, the Company’s motion was granted,

and all counterclaims were dismissed with prejudice, except the breach-of-contract and unjust enrichment claims.

On June 04, 2021, the

Koch Parties filed a Second Amended Counterclaim, re-alleging their previous breach-of-contract and unjust enrichment counterclaims.

On June 25, 2021, the Company filed a motion to dismiss defendants’ Second Amended Counterclaim, which the parties briefed in summer

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

Cave, which did not resolve the case.

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;

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:

$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.

On November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company

in the New York County Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or

about July 26, 2021, and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of

Company common stock (the “Litigation”).

The Litigation seeks compensatory damages in an amount no less than $ 2 million, in

addition to liquidated damages and attorney’s fees.

The Company answered Intracoastal’s complaint on or about January 26, 2024.

The Company intends to vigorously

defend itself against Intracoastal’s claims and does not believe that the Litigation’s ultimate disposition or resolution

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On December 8, 2023, the Company filed a lawsuit against Capybara Research (“Capybara”), Igor Appelboom

(“Appelboom,” and together with Capybara Research, the “Capybara Parties”) and Accretive Capital LLC d/b/a Benzinga

(“Capybara Parties and Accretive, together, the “Capybara Defendants”) in the United States District Court for the Southern

District of New York.

The Company’s complaint alleges that (i) the Capybara Parties are liable for securities fraud to the Company

for making false representations that were made to manipulate the price of the Company’s common stock to the benefit of the Capybara

Parties, and (ii) the Capybara Defendants are liable for tortious interference with prospective business relations to the Company by misleading

the investing public to—absent a legitimate basis and, instead, for the benefit of the Capybara Defendants—take short positions

against Company common stock to wrongfully depress the price of the same.

On March 18, 2024, the United District Court for the Southern

District of New York, awarded the Company a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities

Fraud and Tortious Interference for the defendants’ defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT,

Boca Raton Snake Oil:

Unraveling the Fraud behind the Drink and Its Dubious Origins.

In a separate settlement agreement, Defendant

Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory story from its website and cease from any future publication.

On March 18, 2024, the United District Court for the Southern District of New York, awarded the Company a Default

Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’

defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

Unraveling the Fraud behind the Drink

and Its Dubious Origins.

In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove

the defamatory story from its website and cease from any future publication.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd.

filed a lawsuit against the Company

in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd.

Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”).

Sabby’s initial complaint in the Litigation alleges that the

Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment.

give rise to claims of

breach-of-contact, promissory estoppel, and negligent misrepresentation.

On November 10, 2023, Jupiter sought judicial permission to move

to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record

date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company.

In response, the Court allowed the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December

Sabby seeks compensatory damages estimated to exceed $ 500,000 The Company has filed a motion to dismiss Sabby’s

amended complaint and is awaiting the Court’s ruling.

The Company intends to vigorously defend itself against Sabby’s claims

and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s

financial position, results of operations or liquidity.

On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.

sued the Company in the federal district

The Company may

be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.

Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse

effect on its financial position, results of operations or liquidity.

November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County

Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021,

and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock

(the “Intracoastal Litigation”).

The Intracoastal Litigation seeks compensatory damages in an amount no less than $ 2 million,

in addition to liquidated damages and attorney’s fees.

On January 14, 2025, the Company settled all issues and claims relating

to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement.

Under the Intracoastal Settlement Agreement,

the Company agreed to issue to Intracoastal Capital the following:

(i) the Intracoastal Settlement Shares and (ii) a settlement payment

of $ 175,000 .

The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount.

The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd.

filed a lawsuit against the Company in the federal district

court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd.

Safety Shot, Inc., No.

1:24-cv-920-NRB

Jupiter Wellness, Inc., No.1:23-cv-07874-KPF

(the “Litigation”).

Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s

exercise of a Warrant to acquire 2,105,263 shares of common stock.

Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and

distribution of the common stock of “SRM” Entertainment.

give rise to claims of breach-of-contact, promissory estoppel,

and negligent misrepresentation.

On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint,

arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law

requires the Company to compensate Sabby for the costs of covering its short position against the Company.

In response, the Court allowed

the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023.

seeks compensatory damages estimated to exceed $ 500,000 .

The Company has filed a motion to dismiss Sabby’s amended complaint and

is awaiting the Court’s ruling.

The Company intends to vigorously defend itself against Sabby’s claims and does not believe

that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position,

results of operations or liquidity.

The case was dismissed with prejudice by the federal district court for the Southern District of

New York on September 23, 2024.

On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States

Court of Appeals for the Second Circuit.

The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.

sued the Company in the federal district court for the Southern

District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd.

Safety Shot, Inc., No.

1:24-cv-920-NRB (the “Litigation”).

Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire

2,105,263 shares of common stock.

On March 8, 2024, Sabby filed an amended complaint.

The Company’s

answer to the amended complaint is due on March 29, 2024.

Sabby seeks “liquidated and compensatory damages in an amount to be proven

at trial,” including compensatory damages “estimated to be at least $ 750,000 ,” liquidated damages “estimated to

be at least $ 600,000 ,” specific performance, attorneys’ fees, expenses and costs.

The Company intends to vigorously defend

itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material

effect on the Company’s financial position, results of operations or liquidity.

On January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State

of New York in the County of New York, case captioned, 3i LP v.

The Company has answered the amended complaint

is due on March 29, 2024.

Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including

compensatory damages “estimated to be at least $ 750,000 ,” liquidated damages “estimated to be at least $ 600,000 ,”

specific performance, attorneys’ fees, expenses and costs.

The Company intends to vigorously defend itself against Sabby’s

claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the

Company’s financial position, results of operations or liquidity.

January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the

County of New York, case captioned, 3i LP v.

Safety Shot, Inc.

650196/24 (the “Litigation”).

stems from the Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual

damages and liquidated damages in an amount of approximately $ 380,000 .

The case stems from the

Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and

liquidated damages in an amount of approximately $ 380,000 .

The Company filed its answer to the complaint on or about March 7, 2024.

The Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s

ultimate disposition will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On January 19, 2024, Coachella Music Festival, LLC filed a lawsuit against the Company in the federal district court

for the Central District of California, Case No.

Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

January 10, 2024, Bigger Capital Fund, L.P.

(“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court

for the State of New York, Case No.

650148/2024 (the “Bigger Litigation”).

The Litigation stemmed from the Company’s

warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserts causes of action

for Breach of Contract, Specific Performance and Declaratory Relief.

Pursuant to the Bigger Litigation, Biggar capital sought compensatory

damages of $ 3 million, liquidated damages in an estimated amount of $ 4 million, specific performance, attorney’s fees and declaratory

January 20, 2025, the Company entered into the Bigger Settlement Agreement.

In exchange for a resolution to all issues and claims that

relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No.

Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following:

(i) pay Bigger Capital

(ii) issue a secured convertible note in the principal amount of $ 1.75 million maturing on December 31, 2026 (the “Secured

Convertible Bigger Note”);

(iii) a convertible note in the principal amount of $ 3.5 million maturing June 30, 2025 (the “Convertible

Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”);

and (iv) 5,332,889 shares

of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an

exercise price of $ 0.4348 per share (the “Bigger Warrants”).

A significant shareholder of the Company and Bigger Capital

entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement.

The Bigger Settlement Agreement

is filed herein as Exhibit 10.32.

The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note

is filed herein as Exhibit 4.6.

On or about January

18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court for the Southern

District of New York, case captioned, Alta Partners, LLC v.

Safety Shot, Inc.

24-cv-373 (S.D.N.Y.) (the “Litigation”).

The Litigation stems from the Company’s warrant to purchase shares of Company common stock and asserted causes of action for Breach

of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities

The Litigation sought compensatory general and liquidated damages in an amount to be proven at trial.

On or about January

29, 2025, the Company settled the Litigation by agreeing to pay $ 350,000 in exchange for a release of all claims by Alta.

On December 8,

2023, the Company filed a lawsuit against Capybara Research (“Capybara”), Igor Appelboom (“Appelboom,” and together

with Capybara Research, the “Capybara Parties”) and Accretive Capital LLC d/b/a Benzinga (“Capybara Parties and Accretive,

together, the “Capybara Defendants”) in the United States District Court for the Southern District of New York.

The Company’s

complaint alleges that (i) the Capybara Parties are liable for securities fraud to the Company for making false representations that

were made to manipulate the price of the Company’s common stock to the benefit of the Capybara Parties, and (ii) the Capybara Defendants

are liable for tortious interference with prospective business relations to the Company by misleading the investing public to—absent

a legitimate basis and, instead, for the benefit of the Capybara Defendants—take short positions against Company common stock to

wrongfully depress the price of the same.

On March 18, 2024, the United District Court for the Southern District of New York, awarded

the Company a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference

for the defendants’ defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

the Fraud behind the Drink and Its Dubious Origins.

In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga,

agreed to retract and remove the defamatory story from its website and cease from any future publication.

On March 18, 2024,

the United District Court for the Southern District of New York, awarded the Company a Default Judgment in its lawsuit against Capybara

Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’ defamatory, unfounded and malicious

article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

Unraveling the Fraud behind the Drink and Its Dubious Origins.

separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory story from

its website and cease from any future publication.

On January 19,

2024, Coachella Music Festival, LLC filed a lawsuit against the Company in the federal district court for the Central District of California,

2:24-cv-537 (the “Litigation”).

The Litigation asserts causes of action for

Trademark Infringement under 15 U.S.C.

The Litigation asserts causes of action for Trademark Infringement under 15 U.S.C.

Section 1114;

1 unchanged sentence

Section 1125;

False Advertising under

False Advertising under 15 U.S.C.

Section 1125;

violations of Cal.

violations of

Code Sections 17200 & 17500;

Inducement of Trespass;

The Litigation seeks injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella

beverage sponsorship, costs of corrective advertising, attorney’s fees and punitive damages.

On or about February 26, 2024, the

parties reached a settlement in this matter.

As part of the settlement, the Company agreed to terminate all activities in connection with

the Festival, and stipulated to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material

adverse effect on the Company’s financial position, results of operations or liquidity.

On January 10, 2024, Bigger Capital fund, L.P.

(“Bigger”), filed a lawsuit against the Company in the

Supreme Court for the State of New York, Case No.

650148/2024 (the “Litigation”).

The Litigation stems from the Company’s

warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserts causes of action for

Breach of Contract, Specific Performance and Declaratory Relief.

The Litigation seeks compensatory damages of $3 million, liquidated damages

in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief.

On or about March 4, 2024, the

Company filed its answer to Bigger’s complaint.

The Company intends to defend itself vigorously against Bigger’s claims and

does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s

financial position, results of operations or liquidity.

On or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the

federal district court for the Southern District of New York, case captioned, Alta Partners, LLC v.

Safety Shot, Inc.

24-cv-373 (S.D.N.Y.)

(the “Litigation”).

The Litigation stems from the Company’s warrant to purchase shares of Company common stock and asserts

causes of action for Breach of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation

of Section 11 of the Securities Act of 1933.

The Litigation seeks compensatory general and liquidated damages in an amount to be proven

The Company intends to defend itself vigorously against Alta’s claims and does not believe that the Litigation’s

ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations

or liquidity.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time

in the ordinary course of business.

Management is not aware of any pending or threatened litigation where the ultimate disposition or

resolution could have a material adverse effect on its financial position, results of operations or liquidity.

and Trespass to Chattels.

The Litigation seeks

injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella beverage sponsorship, costs

of corrective advertising, attorney’s fees and punitive damages.

On or about February 26, 2024, the parties reached a settlement

in this matter.

As part of the settlement, the Company agreed to terminate all activities in connection with the Festival, and stipulated

to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material adverse effect on the

Company’s financial position, results of operations or liquidity.

The Company may

be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.

Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse

effect on its financial position, results of operations or liquidity.

15 - Subsequent Events

to December 31, 2023, the Company issued a total of 3,586,119 shares of its common stock, consisting of 500,000 shares for services

and the balance upon conversion of warrants.

Subsequent to December 31, 2023, The Company became involved in certain legal and litigation matters which are included

and detailed in Legal Proceedings above.

February 22, 2024 the Company announced it has signed an agreement to license and sell its legacy Jupiter Wellness assets to Colorado-based

Elite Health Partners Inc.

The Company’s Jupiter Wellness assets include a portfolio of over-the-counter commercialized products

as well as product candidates in development for indications including skin care, hair growth, and women’s health.

private company, Elite Health plans to file a registration statement for an IPO by Q3 2024 and subsequently become a publicly listed

Upon its IPO, Elite Health will acquire the licensed Jupiter Wellness assets for a consideration of 40% of Elite Health’s

outstanding shares that Safety Shot plans to dividend to its shareholders.

accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2023 to the date these financial

statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial

Subsequent to

December 31, 2024, the Company issued a total of 3,586,119 shares of its common stock, consisting of 500,000 shares for services and

the balance upon conversion of warrants.

Subsequent to

December 31, 2024, The Company had developments in certain legal and litigation matters which are included and detailed in Legal

Proceedings above.

In accordance

with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2024 to the date these financial statements

were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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