What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 534 added, 333 removed, 703 unchanged (55% of the section changed)

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Based on the foregoing, our Chief Executive Officer

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

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

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

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

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

performed by a small team.

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

a more complex entity.

and Exchange Commission rules and forms relating to the Company.

Report on Internal Control over Financial Reporting

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Previously, Mr.

Miller served as the Chief Operating Officer and Chief Compliance Officer of Jupiter Wellness from November 2018 until

November 2020.

Prior to his service to Jupiter Wellness, Mr.

Miller served as the Chief Operating Officer and Chief Compliance Officer of Jupiter Wellness, Inc.

(n/k/a Safety Shot, Inc.) from November

2018 until November 2020.

Prior to his service to Safety Shot, Mr.

Miller served as president of Caro Consulting, Inc.

a consulting firm that

advises emerging growth companies.

consulting firm that advises emerging growth companies.

Over the last twenty years Mr.

Miller has provided strategic advice to hundreds of companies across

diverse industries.

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

co-founded of Teeka Tan Suncare Products in 2004 and oversaw the development, design and launch of a diverse sun care product line along

with the public offering of the company.

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

Miller has provided strategic advice to

hundreds of companies across diverse industries.

He has assisted C Level executives with expanding, financing and other challenges

emerging companies face.

Miller co-founded of Teeka Tan Suncare Products in 2004 and oversaw the development, design and launch

of a diverse sun care product line along with the public offering of the company.

He is an advocate for school safety and local

schools through his grass roots group My School Counts.

McKinnon, Chief Financial Officer, has served as our Chief Financial Officer since April 2022.

McKinnon previously served

as Chief Financial Officer of Jupiter from August 2019 to April 2022 and has served as the Chief Executive Officer of AppYea, Inc.

as Chief Financial Officer of Safety Shot from August 2019 to April 2022 and has served as the Chief Executive Officer of AppYea, Inc.

McKinnon has also served as a Director of Surna, Inc.

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

Gary Herman has served

on our Board since 2022.

Herman has served on our Board since 2022.

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

to 2020 he co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates.

From 2005 to 2020 he co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates.

From January 2011 to August 2013,

he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment

he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro

investment strategy.

From 2005 to 2020, Mr.

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to 2002, he was an investment banker with Burnham Securities, Inc.

From 1993 to 1997, he was a managing partner of Kingshill Group,

Inc., a merchant banking and financial firm with offices in New York and Tokyo.

From 1993 to 1997, he was a managing partner of Kingshill Group, Inc.,

a merchant banking and financial firm with offices in New York and Tokyo.

Herman has a B.S.

from the University at

Albany with a major in Political Science and minors in Business and Music.

Herman has many years of experience serving

on the boards of public and private companies.

from the University at Albany with a

major in Political Science and minors in Business and Music.

Herman has many years of experience serving on the boards of public

and private companies.

He presently sits on the boards of Siyata Mobile, Inc.

SYTA), LQR House, Inc.

LQR), SusGlobal Energy Corp.

LQR), SusGlobal

SNRG) and XS Financial, Inc.

We believe Mr.

Herman’s extensive board

and investment experience makes him well-qualified to serve as a member of our board of directors.

Herman’s extensive board and investment experience

makes him well-qualified to serve as a member of our board of directors.

Haywood, Director , has served as a director of the Company since April 2022 and is currently a principal of HKA Capital Advisors,

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extensive management and board experience makes him well-qualified to serve as a member of our board of directors.

table below provides information relating to certain voluntary self-identified characteristics of our directors.

Each of the categories

listed in the table below has the meaning as set forth in NASDAQ Rule 5605(f).

Diversity Matrix (As of December 31, 2023)

Number of Directors

Not Disclose Gender

Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

Board is elected annually by our stockholders.

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

In order to be considered

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

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

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

of its subsidiaries.

In order to be

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

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

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

the listed company or any of its subsidiaries.

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

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

Our Board may establish other

committees to facilitate the management of our business.

The composition and functions of the audit committee, compensation

committee and nominating and corporate governance committee are described below.

The charter of each committee is available on our

corporate website at https://corporate.srmentertainment.com/corporate-governance.

Members will serve on committees until their

resignation or removal from the Board or until otherwise determined by our Board.

Our Board may establish other committees

to facilitate the management of our business.

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

and corporate governance committee are described below.

The charter of each committee is available on our corporate website at https://corporate.srmentertainment.com/corporate-governance.

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

audit committee consists of Mr.

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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.

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.

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committee will include:

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

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

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Melton and Haywood and Herman, with Mr.

Herman serving as the

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

A copy of that code is attached as Exhibit 14.1 to this filing.

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

We expect that any amendments to the code, or any waivers

of its requirements, will be disclosed in our public filings with the Securities and Exchange Commission.

Insider Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that

applies to our officers and directors, as well as our employees that have regular access to material, non-public information about the

Company in the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed

as Exhibit 19.1 to this Form 10-K.

Governance Guidelines

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

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

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

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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

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);

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

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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.

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.

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

Miller (1)(4)

Executive Officer

The following tables set forth

certain information about compensation paid, earned or accrued for services by paid to our principal executive officer and our two

other most highly compensated executive officers during the fiscal years indicated below (the “Named Executive Officers” or

Name and Principal

Richard Miller (1)(4)

Chief Executive Officer

McKinnon (2)(4)

Financial Officer

McDaniel-Hand

Vice President of Production,

Development and Operations

Chief Financial Officer

Miller was appointed as Chief Executive Officer on January 1, 2023.

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Miller and Mr.

McKinnon were paid $25,000 and $12,500 respectively for Director fees in 2023.

Agreements with Named Officers

entered into an employment agreement with Richard Miller on January 1, 2023, pursuant to which we employ Mr.

McKinnon were each paid $25,000 for Director fees in 2024.

Agreements with Named Executive Officers

entered into an employment agreement with Richard Miller on September 10, 2024, pursuant to which we employ Mr.

Miller as Chief Executive

The agreement provides for an annual base salary of $175,000 and $175,000 in stock options annually.

The options have a cashless

The base salary and stock options will increase 10% annually for the following two (2) years of the agreement in 2023 and 2024.

Miller is eligible for periodic bonuses in addition to his base salary, as may be determined by our board of directors and the compensation

The agreement has a term of three years which automatically renews unless either party sends written notice of termination no

less than 90 days prior to the then term and provides for an annual base salary (“Base”) of $225,000 and a Restricted Share

Award (“RSA”) equal to the base salary on January 1 of the initial term and renewal term thereafter.

The base salary will

increase 10% annually over the previous year’s salary.

In addition to the foregoing RSA grants, the Company

shall make the following bonus and equity incentive grants to Mr.

Miller with the following values upon the completion of the following

(a) the Company shall pay Mr.

Miller a bonus as follows:

1% of any revenues up to $5M;

plus 1% of the second $5M

plus 2% of the third $5M in revenues;

plus 2% of the fourth $5M in revenues;

2% of all revenues in excess of $20M;

provided, that:

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

and (ii) the bonus may be paid, at the

election of Mr.

Miller, in cash or shares of common stock (calculated at the fair market value of such shares as determined by the Board);

and (b) when the compensation committee of the Board (the “Compensation Committee”) makes a written determination that the

Company’s market capitalization, based on the closing price on a national securities exchange on 30 (thirty) consecutive trading

days, exceeds the thresholds set forth below, the Company shall make the following equity incentive grants:

Market Capitalization Goals

Value of RSA or Options to be Awarded

$ 100,000,000

$ 500,000,000

Each additional

$ 500,000,000

any termination of Mr.

Miller’s employment with the Company for any reason, except for a termination for cause, the Mr.

shall be entitled to (a) a payment equal to the greater of (i) two (2) years’ worth of the then-existing base and the last

year’s bonus or (ii) the Base payable through the remaining initial term, and (b) retain the benefits set forth in Article IV

Miller’s employment agreement for the remainder of the initial term or renewal term, as then applicable.

agreement also contains the following material provisions:

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insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays,

cellular telephone and all related costs and expenses, long-term disability, and other fringe benefits and entitled to reimbursement

for all reasonable and necessary business expenses.

long-term disability, and other fringe benefits and entitled to reimbursement for all reasonable and necessary business expenses.

Miller agreed to non-compete and non-solicit terms under his agreement.

August 5, 2019 (the “McKinnon Execution Date”), Jupiter Wellness, Inc.

(“Jupiter”) entered into a written employment

agreement with Douglas McKinnon, pursuant to which Mr.

McKinnon shall serve as Jupiter’s Chief Financial Officer (the “McKinnon

Employment Agreement”).

Pursuant to the McKinnon Employment Agreement, Mr.

McKinnon was granted 300,000 shares of Jupiter common

The McKinnon Employment Agreement has a term of three (3) years and shall automatically renew for one (1) year periods unless

otherwise terminated by either party.

McKinnon shall be paid a salary in an amount commensurate with his position and responsibilities

at similar companies, subject to the mutual agreement between Jupiter and Mr.

Effective June 1, 2021, the McKinnon Employment

Agreement was amended such that if Mr.

McKinnon is terminated either Voluntarily or Involuntarily other than for Cause, including but

not limited to (i) a Change of Control or Attempted Change of Control, (ii) material merger or other material business combination, (iii)

change of Board of Directors or Executive Officers or (iv) or other events as set forth in the respective Employment Agreement, the Employee

is entitled to all compensation remaining to be paid during the then-current term of the Employment Agreement or one year whichever is

greater plus an additional two-years.

In connection with the “spin-off” of SRM from Jupiter, effective August 14, 2023, SRM

assumed the responsibilities, terms, and conditions of the McKinnon Employment Agreement.

entered into an employment agreement with Douglas McKinnon on January 22, 2025, pursuant to which we employ Mr.

McKinnon as Chief Financial

The agreement has a term of three years which automatically renews unless either party sends written notice of termination no

less than 90 days prior to the then term and provides for an annual base salary of $215,000 and a Restricted Share Award (“RSA”)

equal to the base salary on January 1 of the Initial Term and renewal term thereafter.

The base salary will increase 10% annually over

the previous year’s salary.

addition to the foregoing RSA grants, the Company shall make the following bonus and equity incentive grants to Mr, McKinnon as

(a) as determined on a calendar year basis, that management’s goals have been met which includes the target

objectives of the CEO.

The target bonus for the Mr.

McKinnon shall be equal to 75% of the bonus paid to the CEO as determined by the

Compensation Committee;

and (b) when the Compensation Committee makes a written determination that the Company’s market

capitalization, based on the closing price on a national securities exchange on 30 (thirty) consecutive trading days, exceeds the

thresholds set forth below, the Company shall make the following equity incentive grants:

Market Capitalization Goals

Value of RSA or Options to be Awarded

$ 100,000,000

$ 500,000,000

Each additional

$ 500,000,000

Upon any termination of Mr.

McKinnon’s employment

with the Company for any reason, except for a termination for cause, the Mr.

McKinnon shall be entitled to (a) a payment equal to the

greater of (i) two (2) years’ worth of the then-existing base and the last year’s bonus or (ii) the Base payable through the

remaining initial term , and (b) retain the benefits set forth in Article IV of Mr.

McKinnon’s employment agreement for the remainder

of the initial term or renewal term, as then applicable.

agreement also contains the following material provisions:

eligible to participate in pension and other retirement plans, group life

insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays,

long-term disability, and other fringe benefits and entitled to reimbursement for all reasonable and necessary business expenses.

McKinnon agreed to non-compete and non-solicit terms under his agreement.

entered into an employment agreement with Taft Flittner on January 1, 2023, pursuant to which we employ Mr.

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agreement replaced the previous employment agreement Mr.

Flittner had with Jupiter Wellness dated July 22, 2021.

Flittner had with Safety Shot dated July 22, 2021.

This agreement provides

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Flittner agreed to non-compete and non-solicit terms under his agreement.

McDaniel-Hand

entered into an employment agreement with Deborah McDaniel-Hand on January 1, 2023, pursuant to which we employ Ms.

McDaniel-Hand as

Vice President of Product Development & Operations.

The agreement replaced the previous employment agreement Ms.

McDaniel-Hand had

with Jupiter Wellness dated July 22, 2021.

This agreement provides for an annual base salary of $96,000 and fifty thousand (50,000) ISO

options to purchase shares of the Company’s Common Stock pursuant to the 2022 Equity Incentive Plan.

The ISO options will vest

in annual tranches and be fully vested two years from the date of the agreement.

The option’s strike price will be the closing

price on the date of issuance.

McDaniel-Hand shall receive a bonus of 1% of recognized revenues in addition to her base salary, which

may be paid, at the election of Ms.

McDaniel-Hand, in cash or shares of Common Stock (calculated at the fair market value of such shares

as determined by the Board).

A cash bonus will be paid semi-annually.

agreement also contains the following material provisions:

eligible to participate in pension and other retirement plans, group life

insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays,

cellular telephone and all related costs and expenses, long-term disability, and other fringe benefits and entitled to reimbursement

for all reasonable and necessary business expenses.

McDaniel-Hand agreed to non-compete and non-solicit terms under her agreement.

Incentive Plan

March 21, 2023, our Board of Directors and majority shareholders, respectively, approved the SRM Entertainment, 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 grant.

Pursuant to the 2023 Plan, a maximum of 1,500,000 shares of our common stock shall be set aside and reserved for issuance, subject to

adjustments as may be required in accordance with the terms of the 2023 Plan.

At December 31, 2023 the Company had issued a 100,000 stock

grant to one of the company’s consultants and a total of 90,000 stock options to three of our Directors.

Director Compensation

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

December 31, 2023 and 2022.

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

31, 2024 and 2023.

Richard Miller

Christopher Marc Melton

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table as of March 29, 2024 sets forth certain information with respect to the beneficial ownership of our voting

securities by (i) any person or group beneficially owning more than 5% of any class of voting securities;

(ii) our directors, and;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table as of March 31, 2025 sets forth certain information with respect to the beneficial ownership of our

voting securities by (i) any person or group beneficially owning more than 5% of any class of voting securities;

(ii) our directors;

(iii) each of our named executive officers;

and (iv) all executive officers and directors as a group as of March 31, 2025.

The information

presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the

Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person

is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting

of the security or the power to dispose or direct the disposition of the security.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules

of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a

person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the

voting of the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any

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

Entertainment, Inc., 1061 E.

Indiantown Rd., Ste.

110, Jupiter, FL 33477.

of Beneficial Owner

and Officers:

Executive Officer and Director

Financial Officer and Director

McDaniel-Hand (4)

President of Production, Development and Operations

officers and directors (8 persons)

Includes 300,000 shares issuable upon exercise of options.

Includes 200,000 shares issuable upon exercise of options.

Includes 150,000 shares issuable upon exercise of options.

Includes 100,000 shares issuable upon exercise of options.

Includes 70,000 shares issuable upon exercise of options.

Entertainment, Inc., 941 W Morse Blvd., Suite 100, Winter Park, FL 32789.

% of Shares of

Name of Beneficial Owner

Directors and Officers:

Richard Miller (1)

Chief Executive Officer and Director

Douglas McKinnon (2)

Chief Financial Officer and Director

Taft Flitner (3)

Deborah McDaniel-Hand (4)

Vice President of Production, Development and Operations

Gary Herman (5)

Hans Haywood (5)

Christopher Melton (5)

Officers and Directors, as a group (7 persons)

Safety Shot, Inc.

* Less than 1% ownership

300,000 shares issuable upon exercise of options.

200,000 shares issuable upon exercise of options.

150,000 shares issuable upon exercise of options.

100,000 shares issuable upon exercise of options.

70,000 shares issuable upon exercise of options.

Securities Authorized for

Issuance under Equity Compensation Plans

On March 21, 2023, our Board of

Directors and majority shareholders, respectively, approved the SRM Entertainment, 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 grant.

Pursuant to the 2023 Plan, a maximum of

1,500,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance

with the terms of the 2023 Plan.

During the year ended December 31, 2024, the Company granted a total of 995,000 options to officers,

directors and employees of the Company and 50,000 options to a consultant under the 2023 Plan.

At the annual meeting held on December

4, 2024, the stockholders approved the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), to be administered by

our Compensation Committee.

Pursuant to the 2024 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 2024 Equity

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 2024 Plan, a maximum of 2,250,000 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 2024 Plan.

At December 31, 2024 no options or other equity awards had been granted under the 2024 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees totaling $65,000 and $90,000 were paid to M&K CPAS during the year ended December 31, 2023 and 2022, respectively.

Fees totalling $68,274 and $65,000 were paid to M&K CPAS during the year ended December 31, 2024 and 2023,

respectively.

other fees were paid to M&K CPAS.

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Incorporated by Reference

or Furnished Herewith

Articles of Incorporation of SRM Entertainment, Inc.

1 unchanged sentence

Amendment to the Bylaws of SRM Entertainment, Inc.

Description of Securities

Form of Common Stock Certificate of SRM Entertainment, Inc.

Form of Representative’s Warrant

Description of Securities

Secured Promissory Note, issued September 3, 2024

Form of Pre-Funded Warrant

Share Exchange Agreement between Jupiter Wellness, Inc.

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and SRM Entertainment, Inc.

Asset Purchase Agreement, dated September 3, 2024, by and between SRM Entertainment, Inc.

and Suretone Entertainment, Inc.

Employment Agreement, dated September 10, 2024, by and between SRM Entertainment, Inc.

and Richard Miller†

Form of Securities Purchase Agreement by and between SRM Entertainment, Inc.

and the Investors

Form of Securities Purchase Agreement dated as of December 5, 2024

Placement Agency Agreement dated December 5, 2024, by and between SRM Entertainment, Inc.

Boral Capital LLC

SRM Entertainment, Inc.’s 2024 Equity Incentive Plan†

Employment Agreement, dated January 22, 2025, by and between SRM Entertainment, Inc.

and Douglas McKinnon†

Code of Business Conduct and Ethics

Insider Trading Policy

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Compensation Recovery Policy

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document Inline

Taxonomy Extension Presentation Linkbase Document

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

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

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of March 31, 2025.

Entertainment Inc.

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and Chief Executive Officer (principal executive officer)

March 31, 2025

Douglas McKinnon

and Chief Financial Officer (principal financial and accounting officer)

April 1, 2024

March 31, 2025

Christopher Melton

SRM ENTERTAINMENT, INC.

INDEX TO FINANCIAL STATEMENTS

March 31, 2025

ENTERTAINMENT, INC.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Condensed Consolidated Balance Sheets as of December 31, 2023 and 2022

Condensed Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

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

Condensed Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

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 2023

Notes to the Consolidated Financial Statements

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accounting principles generally accepted in the United States of America.

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

As discussed in the

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.

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have served as the Company’s auditor since 2022.

The Woodlands,

April 1, 2024

Woodlands, Texas

March 31, 2025

Entertainment, Inc

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of December 31, 2024 and 2023

expenses and deposits

current assets

assets, net of depreciation

note from Parent

and other liabilities

Shareholders’

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

Common Stock, $ 0.0001 par value, 100,000,000 authorized

shares 9,765,500 issued and outstanding on historical basis and 6,500,000 issued and outstanding on a pro forma basis

paid-in capital

stock payable

Account receivable

Prepaid expenses and deposits

Other current assets

Total current assets

Intangible assets (net of amortization) – Related Party

Fixed assets, net of depreciation

Accounts Payable

Accrued and other liabilities

Secured loan from Related Party

Total liabilities

Shareholders’ Equity (Deficit)

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized of which none are issued

Common stock, $ 0.0001 par value, 100,000,000 shares authorized 15,956,977 and 9,765,000 issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated earnings (deficit)

( 5,697,241 )

Shareholders’ Equity

Liabilities and Shareholders’ Equity

( 1,357,896 )

Common Stock Payable

Total Shareholders’ Equity (Deficit)

Total Liabilities and Shareholders’ Equity (Deficit)

accompanying notes are an integral part of these financial statements.

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Consolidated Statement of Operations

the Years Ended December 31, 2022 and 2021

and administrative expenses

from operations

the Year Ended December 31, 2024 and 2023

Cost of Sales

Operating expense

General and administrative expenses

Operating loss

( 4,334,797 )

income / (expense)

( 2,036,932 )

Other income / (expense)

income (loss)

Interest income

Interest expense

Total other income (expense)

$ ( 4,339,345 )

income (loss) per share:

and fully diluted

average number of shares

and fully diluted

$ ( 2,053,859 )

Net (loss) per share:

Weighted average number of shares

accompanying notes are an integral part of these financial statements.

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the Years Ended December 31, 2024 and 2023

December 31, 2021

Balance, December 31, 2022

$ ( 699,207 )

Shares issued for services

Shares to be issued for services

Fair value of Director options granted

Net proceeds from public offering

Acquisition of SRM Entertainment Inc (Nevada)

( 2,053,859 )

December 31, 2022

issued for services

to be issued for services

value of Director options granted

proceeds from public offering

of SRM Entertainment Inc (Nevada)

( 2,053,859 )

Balance December 31, 2023

$ ( 1,357,896 )

income (loss)

$ ( 1,357,896 )

Shares issued under S-3 Registration Statement

Shares payable for Services

Shares issued for Services

Shares issued for common stock payable

Fair value of Options granted

Shares issued for Asset purchase from a related party

( 4,339,345 )

December 31, 2023

( 4,339,345 )

Balance, December 31,

$ ( 5,697,241 )

accompanying notes are an integral part of these financial statements.

Entertainment Limited

Entertainment Inc.

Consolidated Statement of Cash Flows

the Years Ended December 31, 2024 and 2023

flows from operating activities:

income (loss)

Cash flows from operating activities:

$ ( 4,339,345 )

based compensation

value of director options

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

Note Due to Jupiter Wellness

expenses and deposits

from related parties

current assets

cash (used in) operating activities

flows from investing activities:

of fixed assets

of SRM Entertainment, Inc.

$ ( 2,053,859 )

Adjustment to reconcile net loss to operating activities

Stock based compensation

Fair value of Officer, Director and Employee options

Depreciation and amortization

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Accounts payable

Accrued expenses

Net cash provided by (used in) operating activities

( 2,856,359 )

Cash flows from investing activities:

Cash paid for fixed assets

Acquisition of SRM Entertainment, Inc.

Cash paid on intangible asset purchase from a related party

Cash (used in) investing activities

flows from financing activities:

Cash loaned to affiliates

notes paid in cash - Jupiter Wellness

Financing activities:

Net cash received from initial IPO

Loans to affiliates

Net cash received from S-3 Offering

Cash payment on a promissory note issued in connection with an intangible asset purchase from a related party

( 1,000,000 )

cash received from Initial Public Offering

cash (used in) financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

CASH FLOW INFORMATION:

paid for interest

paid for income taxes

( 1,488,966 )

Cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

( 1,628,368 )

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 TRANSACTIONS

Promissory Note issued in connection with an intangible asset purchased from a related party

Common stock issued for intangible assets

accompanying notes are an integral part of these financial statements.

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to Financial Statements

the Years Ended

31, 2023 and 2022

the Years Ended December 31, 2024 and 2023

1 - Organization and Business Operations

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Pursuant to the Share Exchange, on May 31, 2023, we issued 6,500,000

shares of our Common Stock (representing 79.3 % of our outstanding shares of Common Stock) to Jupiter in exchange for 2 ordinary shares

of SRM Ltd (representing all of the issued and outstanding ordinary shares of SRM Ltd).

shares of our Common Stock to Jupiter (the “Issue Share”) in exchange for 2 ordinary shares of SRM Ltd (representing all

of the issued and outstanding ordinary shares of SRM Ltd).

Jupiter divided 2,000,000 of the Issue Shares to Jupiter’s shareholders.

At December 31, 2024, Jupiter held 2,613,342 shares of the company’s common stock.

Subsequent to the separation, Jupiter changed

its name to Safety Shot, Inc.

Company’s principal business is the design, manufacture, and sale of toys to premier theme parks.

Concern Consideration

of December 31, 2024 and 2023, the Company had accumulated deficits of $ 5,697,241 and $ 1,357,896 , respectively and cash flow used in

operations of $ 2,856,359 and $ 766,877 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 $ 1,352,373

and $ 2,980,741 , respectively, in cash and working capital of $ 2,446,105 and $ 4,078,736 , 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

of Presentation

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financial statements are presented using the historical financial statements of SRM Ltd.

2 - Significant Accounting Policies

of Presentation

The combined SRM Inc and SRM Ltd are collectively

referred to as the Company.

Growth Company Status

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

Issued 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.

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

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

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.

For the years

ended December 31, 2024 and 2023, the Company did not recognize any allowance for doubtful collections

are stated at the lower of cost or market.

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of the potential shares of Common Stock would be to decrease the loss per share.

of Net Loss per share of Common Stock

Schedule of Net Loss Per Share of Common Stock

For the Years Ended December 31,

Net income (loss)

$ ( 4,339,345 )

for basic earnings per share - Weighted-average of shares of Common Stock issued and outstanding during the period

for diluted earnings per share

(loss) per share

$ ( 2,053,859 )

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

Denominator for diluted earnings per share

Basic (loss) per share

Diluted (loss) per share

Value of Financial Instruments

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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.

At December 31,

2022 and 2021, the Company had not recognized any allowance for doubtful collections.

of Long-Lived Assets

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allowance in the years ended December 31, 2024 and 2023.

Segment Reporting

The Company operates as a single reportable segment.

The Chief Operating Decision Maker (CODM) (our CEO, Richard Miller) reviews the financial performance of the company on a consolidated

basis and makes decisions regarding resource allocation at that level.

CODM has determined that all of the revenue, costs and expenses are attributable to the Company’s principal business with the exception

of certain general and administrative expenses related to being a public company.

As a result, the company has determined that

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

Company’s principal business is the design, manufacture, and sale of toys to premier theme parks.

Revenues from external customers

are derived from e-commerce, distributors, and direct to retail consumers.

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

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

September 3, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Suretone Entertainment,

(“Seller”) pursuant to which the Company agreed to acquire certain assets (the “Assets”) from the Seller,

for an aggregate purchase price of $ 2,893,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive Officer

of Seller, is the President and board member of Safety Shot, Inc.(“Safety Shot”).

Prior to the transaction, Safety Shot held

34.27 % of the Company’s common stock.

Intangible Assets – Related Party)

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

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5 - Prepaid Expenses and Deposits

December 31, 2023, the Company had prepaid expenses and deposits of $ 468,687 ,

December 31, 2024, the Company had prepaid expenses and deposits of $ 488,746 , consisting of deposits on orders of $ 396,489 , prepaid

insurance of $ 33,382 and other prepaid expenses of $ 58,875 .

At December 31, 2023, the Company had prepaid expenses and deposits of $ 468,687 ,

consisting of deposits on orders of $ 376,636 , prepaid insurance of $ 33,929 and other prepaid expenses of $ 58,122

At December 31,

2022, the Company had prepaid expenses and deposits of $ 629,897 ,

consisting of deposits on orders of $ 533,516 , prepaid and other prepaid expenses of $ 96,381 .

6 – Fixed Assets and Other Assets

1 unchanged sentence

of Fixed Assets Net

equipment and software

assets, gross

assets, net of depreciation

Molds & tooling

Computer equipment and software

Fixed assets, gross

Accumulated depreciation

Total assets, net of depreciation

December 31, 2024 and 2023 other assets consisting of non-depreciable molds totaled $ 43,380 and $ 34,144 , respectively.

7 – Related Party

of December 31, 2021, the Company had an outstanding unsecured, non-interest bearing loan balance of $ 1,502,621

to Jupiter Wellness, Inc., its Parent.

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 Maker

consummates an initial public offering of its securities.

During 2022, the Company paid $ 50,000

to Jupiter related to the Note consisting of

$ 19,948 principal

reduction and $ 30,052 interest,

leaving a Note balance of $1,482,673 at December 31, 2022.

The total balance of $ 1,538,520 ($ 1,482,673 Note and $ 55,847 interest) due

Jupiter was paid from proceeds of the Company’s Initial Public Offering (“IPO”) on August 14, 2023 (see IPO included

in Note 8 below).

7 – Intangible Assets and Secured Note – Related Party

September 3, 2024, the Company entered into an Asset Purchase Agreement with Suretone Entertainment, Inc.

(“Suretone” or

“Seller”) pursuant to which the Company agreed to acquire the movie titled “The Kid” (directed by Vincent D’Onofrio

and starring Ethan Hawke and Shris Pratt) and certain other assets (the “Assets”) related to “The Kid” from the

Seller, for an aggregate purchase price of $ 2,893,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive

Officer of Suretone, is a board member and President of Safety Shot.

Prior to the transaction, Safety Shot held 34.27 % of the Company’s

common stock.

consideration for the purchased Assets, the Company paid the Purchase Price which consisted of:

(i) payment of $ 250,000 in cash on September

(ii) issuance of 1,500,000 restricted shares of the Company’s common stock, par value $ 0.0001 per share (valued at $ 0.762

per share which, was the market per share value of the Company’s common stock);

and (iii) issuance of a secured promissory note

in the original amount of $ 1,500,000 (the “Secured Note”).

The Secured Note’s term is one year with an interest rate

On October 21, 2024, the Company paid $ 500,000 and on December 13, 2024, the Company paid an additional $ 500,000 of the principal

balance of the Secured Note leaving a principal balance of $ 500,000 at December 31, 2024.

During 2024, the Company recorded $ 31,655 of

interest expense.

On January 2, 2025, the Company paid $ 250,000 of the principal leaving a balance of $ 250,000 .

Assets are being amortized over a ten -year period.

Amortization expense totaled $ 96,433 for the year ended December 31, 2024.

8 – Loans from Safety Shot and Secured Note

of December 31, 2021, the Company had an outstanding unsecured, non-interest bearing loan balance of $ 1,502,621 to Safety Shot, Inc.

(formerly known as Jupiter Wellness, Inc.), its Parent.

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 Maker consummates an

initial public offering of its securities.

During 2022, the Company paid $ 50,000 to Jupiter related to the Note consisting of $ 19,948

principal reduction and $ 30,052 interest, leaving a Note balance of $ 1,482,673 at December 31, 2022.

The total balance of $ 1,538,520

($ 1,482,673 Note and $ 55,847 interest) due Jupiter was paid from proceeds of the Company’s Initial Public Offering (“IPO”)

on August 14, 2023 (see IPO included in Note 9 below).

9 – Initial Public Offering

3 unchanged sentences

paid by the Company, were $ 5,168,325 .

All shares sold in the IPO were registered pursuant to the Registration Statement,

declared effective by the SEC on August 14, 2023.

EF Hutton acted as lead book-running manager for the offering and Dominari Securities

LLC acted as co-manager for the offering.

The underwriters did not exercise their option to purchase up to an additional 187,500 shares

of common stock.

The Company paid the underwriters an underwriting discount of eight percent ( 8 %) of the amount raised in the offering.

Additionally, as partial consideration for services rendered in connection with the offering, the Company issued EF Hutton warrants to

purchase an aggregate of 57,500 shares of Company common stock, representing 4.0 % of the aggregate shares sold in the offering.

are exercisable at $ 6.00 per share, which represents 120 % of the initial public offering price per share in the IPO, at any time and

from time to time, in whole or in part, commencing on February 10, 2024, 180 days from the effective date of the Registration Statement,

and expiring on August 14, 2028.

The Company has applied the net proceeds from the IPO for the development of licensed goods, expansion

of SRM products, increased deposits, accounts receivable and inventory, marketing, advertising, and trade shows, general administrative

expenses, repayment of a promissory note payable to Jupiter Wellness, and general corporate purposes.

All shares sold in the IPO were registered pursuant to the Registration Statement, declared effective

by the SEC on August 14, 2023.

EF Hutton acted as lead book-running manager for the offering and Dominari Securities LLC acted as co-manager

for the offering.

The underwriters did not exercise their option to purchase up to an additional 187,500 shares of common stock.

Company paid the underwriters an underwriting discount of eight percent ( 8 %) of the amount raised in the offering.

Additionally, as partial

consideration for services rendered in connection with the offering, the Company issued EF Hutton warrants to purchase an aggregate of

57,500 shares of Company common stock, representing 4.0 % of the aggregate shares sold in the offering.

The warrants are exercisable at

$ 6.00 per share, which represents 120 % of the initial public offering price per share in the IPO, at any time and from time to time,

in whole or in part, commencing on February 10, 2024, 180 days from the effective date of the Registration Statement, and expiring on

August 14, 2028.

The Company has applied the net proceeds from the IPO for the development of licensed goods, expansion of SRM products,

increased deposits, accounts receivable and inventory, marketing, advertising, and trade shows, general administrative expenses, repayment

of a promissory note payable to Jupiter Wellness, and general corporate purposes.

10 - Capital Structure

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Stock – The Company has 10,000,000 shares, $ 0.0001 par value, of Preferred Stock authorized of which none are issued

Stock – The Company has 100,000,000

shares of Common Stock, par value $ 0.0001

At December 31, 2023, the Company

had 9,765,500 shares

of its common stock issued and outstanding

Stock – The Company has 100,000,000 shares of Common Stock, par value $ 0.0001 authorized.

At December 31, 2024 and 2023, the

Company had 15,956,977 and 9,765,000 shares, respectively, of its common stock issued and outstanding

December 31, 2023, the Company had 9,765,000 shares of its common stock issued and outstanding, consisting of the following:

Company issued 1,700,000 Founder shares at par value.

Company issued 6,500,000 shares issued in connection with the Exchange Agreement described above.

Company issued 6,500,000 shares in connection with the Exchange Agreement described above.

Company issued 1,250,000 shares in connection with its IPO as described above.

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The shares were valued at the market rate of the Company’s stock on the date of the Agreements.

December 31, 2024, the Company had 15,956,977 shares of its common stock issued and outstanding.

Shares issued during 2024 consisted

of the following:

Company issued 200,000 shares of the Common Stock Payable at December 31, 2024.

Company entered into Consulting Agreements (the “Agreements”) with four consultants under the terms of which the Company

issued 1,200,000 shares of its common stock valued at $ 1,261,000 .

The shares were valued at the market rate of the Company’s stock

on the date of the Agreements.

Company issued 1,500,000 shares in connection with the Asset purchase described above.

The shares were valued at $ 1,143,000 which was

the market rate of the Company’s stock on the date of the Agreement.

Company issued a total of 3,291,477 shares in connection with the Company’s Form S-3 Registration Statement (the “Registration”).

The shares were issued at a negotiated price which generated net proceeds to the Company of $ 2,501,255 .

Stock Payable

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at the market rate of the Company’s stock on the date of the Agreements.

the year ended December 31, 2023, the Company granted a total of 90,000 to three of its Directors with an exercise price of $ 1.61 and

a five -year term.

the year ended December 31, 2024, the Company issued 200,000

shares of the Common Stock Payable at December 31, 2024 valued at $ 354,000 .

In connection with the sale of 1,580,000

shares under the Registration as described above, the purchaser pre-funded the purchase of 712,133

shares valued at $ 452,748 .

Additionally, the Company entered into a Consulting Agreement that called for the issuance of 25,000

shares valued at $ 16,250

(calculated using the market rate per share on date of the Agreement) which shares had not been issued at December 31,

the year ended December 31, 2024, the Company granted a total of 995,000 options to Officers, Directors and Employees with an exercise

price of $ 1.21 , a five -year term and are exercisable immediately.

The Company recorded an expense of $ 573,548 in connection with these

Additionally, the Company granted 50,000 options with an exercise price of $ 0.63 to a consultant, of which 25,000 are immediately

vested and 25,000 are vested six months from the date of the agreement.

The Company recorded an expense of $ 11,045 related to the vested

the year ended December 31, 2023, the Company granted a total of 90,000 options to three of its Directors with an exercise price of $ 1.61

and a five -year term.

The Company recorded an expense of $ 73,702 in connection with the Directors’ issuance.

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Reporting Date

Exercise Price

Market Price on Grant Date

12 - Commitments and Contingencies

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13 – Subsequent Events

to December 31, 2023, the Company issued 400,000 shares of its common stock for services.

On January 2, 2025, the Company paid $ 250,000 of the

principal of the promissory note (see (note 7) leaving a balance of $ 250,000 .

to December 31, 2024, the Company issued 1,237,133 shares of its common stock as follows:

(a) 712,133 shares in an offering pursuant

to the Company’s S-3 Registration;

(b) 25,000 shares related to a consulting agreement for services;

and (c) 500,000 shares related

to an investment.

Company has analyzed its operations subsequent to December 31, 2024, to the date these financial statements were issued and has determined

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures