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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

 Commission
File Number: 001-39569

 (Exact
name of registrant as specified in its charter)

 delaware

 83-2455880

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification)

 1061
E. Indiantown Rd., Ste. 110

 Jupiter,
 FL 33477

 (Address
of principal executive offices, including zip code)

 (561) 244-7100

 (Registrant's
telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock Warrants to purchase Common Stock

by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such fi les). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Non-accelerated
 filer

 (Do
 not check if smaller reporting company)

 Accelerated
 filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive o cers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State
the aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter approximately $ 23,239,675 as of June 30, 2023.

 The
number of shares outstanding of each of the registrant's classes of common stock, as of March 28, 2024, was 49,220,273.

 TABLE
OF CONTENTS

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 TEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES.

 ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. SELECTED FINANCIAL DATA

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 This
Annual Report on Form 10-K includes the accounts of Safety Shot, Inc., a Delaware corporation ("Safety Shot"). References
in this Report to "we", "our", "us". "Shot", or the "Company" refer to Safety
Shot, Inc. and its consolidated subsidiaries unless the context dictates otherwise.

 FORWARD
LOOKING STATEMENTS

 Certain
statements in this report, including information incorporated by reference, are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial
performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations,
beliefs or other statements that are not statements of historical fact. Words such as "will," "may," "should,"
"could," "would," "expects," "plans," "believes," "anticipates,"
"intends," "estimates," "approximates," "predicts," "forecasts," "potential,"
"continue," or "projects," or the negative or other variation of such words, and similar expressions may identify
a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated
growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances,
including statements expressing general optimism about future operating results and the development of our products, are forward-looking
statements.

 Although
forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can
only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and
uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation,
those specifically addressed under the heading "Risk Factors" below, as well as those discussed elsewhere in this Annual
Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date
of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). The public can read
and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can
obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the
SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC, including us.

 We
undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout
the entirety of this Annual Report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect
our businesses, financial condition, results of operations and prospects.

 PART
I

 ITEM
1. BUSINESS

 Overview

Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase
of the functional beverage Safety Shot from GBB Drink Lab, Inc. ("GBB"), thereby gaining ownership of various assets, including
the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the "Safety
Shot Beverage"). Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ
trading symbol to SHOT. The Company launched its e-commerce sale of the Safety Shot Beverage in December 2023.

 The
Safety Shot Beverage has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the Safety Shot Beverage
comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the
Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject
to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately
shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition
of a dietary supplement.

 It's
crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP),
ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising
eight full-time employees of its own.

 Specializing
in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement. Beyond
our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version. This strategic
expansion aligns with our corporate vision to address evolving consumer demands, positioning the Company in the market for dietary supplements.
We believe that this initiative not only enriches our product portfolio but also emphasizes our dedication to innovation and adaptability,
catering to the discerning preferences of health-conscious consumers. The Company intends to continue its current product lines, except
for its products which contain CBD, which the Company no longer sells. Our product pipeline also includes a diverse range of products,
such as hair loss treatments, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs and
our commitment to supporting health and wellness by developing innovative solutions to a range of conditions but will focus our efforts
on the commercialization of the Safety Shot Beverage.

 The
Safety Shot Beverage has established a development infrastructure that the Company believes fits with its existing over-the-counter and
prescription-grade health and wellness products.

 To
achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of
health and wellness. Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business
experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders and organizations
to gain access to the latest technologies and expand our reach.

 We
generate revenue through various channels, our primary sales include our "nostingz" suncare products which are sold through
e-commerce platforms, licensing revenues from Photocil and sales of the Safety Shot Beverage. Photocil is currently sold in India through
a licensing agreement. We received FDA approval of our labelling and composition to sell Photocil as an OTC product in the US and plan
to relaunch the product in the US in the fourth quarter of 2024 through e-commerce channels. Safety Shot Beverage is currently sold through
e-commerce and social media platforms. Additionally, we are collaborating with other companies to license our intellectual property,
to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence
on major customers.

 We
maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct
procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient
specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials
to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable
entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,
Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality
raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier relationships reflects
a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current
offerings but also positions us favorably for future developments. The Management believes that as we continue to expand our product
portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of
our brand.

 As
a result of recent changes to the laws governing CBD products, as well as the declining popularity of CBD products, the Company no longer
markets or sells any CBD products. The Company hopes to find a suitor or partner to dispose of its CBD related assets but has not entered
into any agreements to do so.

 Products
Roadmap

 The
Safety Shot Beverage was launched on our own website and through Amazon in December 2023 and is currently speaking with Big Box stores
with the intention to launch by the end of the first quarter or early second quarter of 2024.

 The
Company is advancing several formulations to address psoriasis and vitiligo (Photocil), increase the effectiveness of minoxidil to treat
hair loss (JW-700 "minoxidil booster"), women's sexual wellness (JW-500), and jellyfish sting prevention sunscreen
(NoStingz). The Company halted testing related to its atopic dermatitis product and all other compounds and products containing CBD.

 Photocil
was launched commercially in India in Q3 2022 as a treatment for vitiligo and psoriasis. Photocil is a topical cream that works with
natural sunlight to provide patients with safe and effective phototherapy at home by blocking harmful radiation and permitting the passage
of therapeutic UV radiation from the sun. The Company plans to re-launch Photocil in the US in the fourth quarter of 2024. The product
is an OTC cosmetic product using a USP monographed compound as a skin protectant. The product labelling and ingredients were approved
by the FDA.

 NoStingz
provides an effective barrier against the stinging mechanism of jellyfish cnidocyte preventing the delivery of venom to the victim. Applied
like other topical sun screen products, the product is clinically proven to protect users from jellyfish, sea lice, and UVA/UVB rays.
It is not intended to treat jellyfish or sea lice bites. As the product contains ingredients with well-established safety profiles it
did not require pre-market FDA approval ahead of product launch. Its manufacturing, labeling and components comply with FDA regulations
for sunscreens.

 JW-700,
currently being licensed abroad and developed for US launch, the product has been clinically shown to increase the enzymes needed for
minoxidil to work, sulfotransferase enzymes, by using the product topically in conjunction with topical minoxidil. Additional studies
and formulation work are ongoing. The Company intends to launch JW-700 in the U.S in the fourth Quarter of 2024.

 JW-500
was born out of clinical trials designed to establish a topical treatment for the restoration of nipple sensitivity for breast augmentation
patients, in addition to patients who had undergone chemotherapy or lumpectomy surgery following a cancer diagnosis. The Company plans
to complete the formulation and test launch the product in Q4, 2024.

 Design
of SS-100 formulation will be completed after the reviewing the results of the on-going clinical trial of the Safety Shot Beverage. Thereafter
the Company plans to set up a Pre-IND meeting with the FDA, unlike Safety Shot Beverage which does not require FDA approval on grounds
of being a dietary supplement product. SS-100 will be classified as a drug as it will used to treat acute alcohol poisoning which the
Company believes meets the definition of a rare disease as described below, and will require filing an IND with the FDA and conducting
clinical trials to determine safety and efficacy. The Company plans to seek Orphan Drug Designation for SS-100, a modified version of
Safety Shot Beverage. Given that the FDA defines a drug as Orphan if it is used for the treatment, prevention or diagnosis of a rare
disease or condition, which is one that affects less than 200,000 persons in the US (which equates to approximately 6 cases per 10,000)
and that Acute Alcohol Poisoning (which has ~ 10% fatality rate and has ~20,000 cases in US) meets these criteria and therefor it meets
the criteria for Orphan Drug Designation. Orphan Drug status provides certain benefits to the Company including exclusive marketing and
development rights, tax credits and fee waivers. The development of the modified Safety Shot Beverage which we call SS-100 designed to
treat acute alcohol poisoning will require the filing of an IND and controlled clinical trials to establish safety and efficacy. As with
any other drug, the Company will be required to take the steps necessary to have any drug approved. The main steps are (i) the request
for a pre-IND meeting with the FDA for feedback on clinical plans, (ii) based on the feedback from (i) to file an IND, (iii) subject
to IND acceptance by the FDA conduct Phase 1, phase 2 and Phase 3 clinical trials and then submit an NDA for product approval. A company
seeking orphan drug designation for a drug must submit a request for designation to the agency. The company requesting designation of
the same drug for the same rare disease or condition as a previously designated product must submit their own data and information to
support their designation request. Orphan drug designation is a separate process from seeking approval or licensing. Drugs for rare diseases
go through the same rigorous scientific review process as any other drug for approval or licensing. Without receiving such product approval,
the drug product can't be sold.

 For
a detailed timeline of the products, please see "Our Business – Product Roadmap" section on page 43.

 Research
and Development

 Our
research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our
existing products and product candidates to address customer demands and emerging trends to develop more effective formulas for our JW-700
product.

 We
have conducted extensive research and experimentation involving a substantial number of volunteers under the influence of intoxicants.
Our findings indicate that the Safety Shot Beverage can reduce a person's Blood Alcohol Content, as measured by the premier Breathalyzer
in the market. The observable enhancements in cognitive abilities among the test subjects have been carefully documented. See "Business-Research
and Development"

 The
Company incurred research and development expenses of $100,591 and $1,637,117 for the years ended December 31, 2023 and 2022, respectively.

 Sales
and Marketing

 We
primarily sell our products through e-commerce websites including Amazon. To drive loyalty, word-of-mouth marketing, and sustainable
growth, we invest in customer experience and customer relationship management. Our marketing investments are directed towards driving
profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations,
brand activations, and channel marketing. Additionally, we continue to invest in our marketing and brand development efforts by investing
capital expenditures on product displays to support our channel marketing via our retail partners. We are currently speaking with Big
Box stores with the intention to launch end of the first quarter to early second quarter of 2024.

 Manufacturing,
Logistics and Fulfillment

 We
outsource the manufacturing of our products to contract manufacturers, who produce them according to our formulation specifications.
Our products are manufactured by contract manufacturers in India and the US. The majority of our products will then be shipped to third-party
warehouses and to our corporate offices, which can either transport them to our distributors, retailers, or directly to our customers.
Our third-party warehouses are located in the US. We use a limited number of logistics providers to deliver our products to both distributors
and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility.

 SRM
Entertainment

 The
Company entered into a stock exchange agreement (the "Exchange Agreement") with SRM Entertainment, Inc. ("SRM")
to govern the separation of SRM and 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 and the
Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023. 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.
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 4.0 million of
the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

 Our
Competitive Strengths

 We
are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research
and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment
to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research.
We believe that our focus on research and development is designed to enable us to stay ahead of the curve and provide our customers with
products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved,
as we believe that it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation,
we are confident in our ability to meet the ever-changing needs of the health and wellness market. We believe that the Safety Shot Beverage
stands as a unique product in the dietary supplement beverage market. Nevertheless, our competitive landscape includes many companies
involved in the production of health and welfare products, including beverages.

 Recent
Developments

 On
January 19, 2023, the Company entered into a Securities Purchase Agreement (the "PIPE Agreement") with certain purchasers,
for the issuance of 8,631,574 common stock warrants (the "PIPE Offering") at a price of $0.125 per warrant, comprised of
two common stock warrants (the "Common Warrants,"), each to purchase up to one share of Common Stock per Common Warrant with
an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three years following 6 months
from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five years following 6 months
from the closing of the PIPE Offering. Concurrently to the PIPE Agreement, the Company entered into a Securities Purchase Agreement (the
"RD Agreement") with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value
$0.001 (the "Common Stock"), at a price of $0.70 per share were issued to the purchasers (the "RD Offering").
The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission
(the "Commission") on September 28, 2022 (File No. 333-267644) and declared effective on November 9, 2022. The aggregate
gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $4.1 million, with the purchase price
of one share, one 3-year warrant and one 5-year warrant as $0.95. The net proceeds were $3,450,675.

 On
March 31, 2023 the Company entered into a Financial Advisory Agreement ("FSA") with Greentree Financial Group, Inc. to render
certain professional services to the Company. In connection with the FSA, the Company issued 500,000 restricted shares of its common
stock to Greentree.

 On
July 10, 2023, the Company entered into an asset purchase agreement (the "Agreement") with GBB Labs, Inc., a Delaware corporation
set up as an acquisition company ("Buyer"), GBB Drink Lab Inc., a Florida corporation ("Seller"), 2V Consulting
LLC, a Florida limited liability company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D. Blackman, an individual
and Brothers Investment 7777, LLC. Pursuant to the Agreement, the Buyer purchased certain assets relating to the Safety Shot Beverage
for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the "Cash Purchase Price");
and (b) 5,000,000 Common Shares (the "Consideration Shares" and together with the Cash Purchase Price, collectively, the
"Purchase Price"). The asset purchase was closed on August 31, 2023.

 Intellectual
Property

 We
filed Provisional Patent (CBD Formulations and Uses Thereof: USAN: 62/884,995) on a combination of CBD and Aspartame on August 8, 2019.
The patent is to cover any products that contain a combination of CBD and Aspartame. This initially was intended to cover the products
under the CaniDermRX Brand. The provisional patent application was converted into a full US patent application (No.: 16/987,941) and
PCT application (PCT/US2020/045408I) on August 9, 2020. If issued, the patent will give patent protection until 2040. The Company no
longer sells CaniDermRX products.

 We
filed Provisional Patent (CBD Sunscreen Formulations and Uses Thereof: USAN: 63/005,854) on our CBD-infused sunscreen products on August
6, 2020. The patent is to cover any products under our CaniSun product line that contains CBD. The priority date starts at the time the
provisional is converted into a full patent application, which occurred on April 6, 2021. If issued, the patent will give patent protection
until 2041. The Company no longer sells CaniSun products.

 We
filed Provisional Patent (Oroanasal CBD formulations and uses thereof (No.: 63/042,458) on June 22, 2020. This covers the use of CBD
products for the treatment of respiratory viruses. We are not advancing these products as they contain CBD.

 As
of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition
of the Safety Shot Beverage used for minimizing the harmful effects associated with alcohol consumption.

 Government
Regulation

 The
Safety Shot Beverage:

 The
production, distribution and sale in the United States of the Safety Shot Beverage is subject to various U.S. federal, state and local
regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act ("FD&C Act"); the Occupational Safety
and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe
Drinking Water and Toxic Enforcement Act of 1986 ("California Proposition 65"); data privacy and personal data protection
laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a
number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising,
marketing, labeling, packaging, and ingredients of the Safety Shot Beverage.

 We
also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those
described below, any of which could adversely affect our business, financial condition and results of operations.

 Furthermore,
legislation and regulation may be introduced in the United States at the federal, state, municipal and supranational level in respect
of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health
consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change
to reduce the consumption of sweetened and alcohol beverages.

 We
are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns)
of our products. In California, we are subject to California Proposition 65, a law which requires that a specified warning be provided
before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California
as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer
of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance
that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a "safe
harbor" threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable
exception. As of the date of this registration statement, we are not required to put a warning label on our product and our products
are perfluoroalkyl and polyfluoroalkyl substances ("PFAS") free. We are unable to predict whether a component found in our
product might be added to the California list in the future. Furthermore, we are also unable to predict when or whether the increasing
sensitivity of detection methodology may become applicable under this law and related regulations as they currently exist, or as they
may be amended. If we are required to add warning labels to any of our products or place warnings in certain locations where our products
are sold, it will be difficult to predict whether, or to what extent, such a warning would have an adverse impact on sales of our products
in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging
materials, including PFAS. Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity
could result in additional government regulations that impact the packaging of our beverages.

 In
addition, the U.S. Food and Drug Administration (the "FDA") has regulations with respect to serving size information and
nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products. Further,
the U.S. Department of Agriculture promulgated regulations requiring that, by January 1, 2022, the labels of certain bioengineered foods
include a disclosure that the food is bioengineered. These regulations may impact, reduce and/or otherwise affect the purchase and consumption
of our products by consumers.

 All
ingredients in the Safety Shot Beverage are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting their
inclusion in supplements. In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product as unsafe,
we commit to promptly withdrawing that component in accordance with regulatory directives. From a product and sales perspective, there
are no impediments or concerns raised by any governmental agency. It is essential to note that the Safety Shot Beverage is classified
as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or other regulatory
authorities.

 The
development of SS-100 concentrate for the treatment of acute alcohol poisoning will require filing an IND with the FDA for a clinical
program to demonstrate safety and efficacy, unlike Safety Shot Beverage which does not require FDA approval on grounds of being a dietary
supplement product.

 The
process for obtaining Orphan Drug designation is to submit an application to the FDA that provides data (patient population; uniqueness
of product) supporting the application. The FDA will make a determination based on the data and whether it is unique against other drugs
in the same category already granted Orphan Drug status.

 Other
Products

 The
development and manufacturing of JW 500, JW 700, and Photocil are subject to various U.S. federal, state and local regulations, including
but not limited to: the Federal Food, Drug and Cosmetic Act ("FD&C Act"); the Occupational Safety and Health Act and
various state laws and regulations governing workplace health and safety; various environmental statutes. JW 500, and JW700, are cosmetic
products and do not require pre-marketing approval but must follow the FDA guidelines on manufacturing. We are fully compliant with these
guidelines. Photocil is an OTC product and has received FDA approval for packaging and ingredients.

 NoStingz
follows the FDA requirements, i.e. manufacturing, labelling and components, for sunscreens.

 The
laws related to CBD have undergone significant change. From the passage of the Farm Bill to recent proclamations from the FDA the laws
and rules related to CBD procucts have changed. As a result of the uncertainty regarding CBD rules, coupled with the reduced demand for
CBD products, the Company recently made a decision not to market or sell any further CBD products. We had not generated any significant
revenues from the sale of CBD products.

 Overall,
we believe that our sunscreen products comply with the FDA Final Rule for sunscreen products under 21 CFR 352 Sunscreen products for
Over-the-Counter Human Use. Therefore, we believe that our sunscreen products fall within the FDA monograph and that FDA premarket approval
and testing is not required. Our products have been tested for SPF Evaluation (SPF rating), Critical Wave Length (Broad Spectrum claim)
and Water Resistance, each of which is defined within the monograph and labeled accordingly.

 Our
products are tested each time they are manufactured. NoStingz is manufactured by DCR Labs and is compliant with the FDA's Current
Good Manufacturing Practice ("CGMP") regulations in accordance with 21 CFR 210/211 (required for Over-the-Counter drug products).
DCR Labs has self-imposed health and safety standards to ensure compliance with the FDA's CGMPs.

 However,
as a result of uncertainty regarding government regulation, and a declining market for CBD products, the Company is no longer marketing
or selling any CBD related products, including our CaniSun sunscreen product.

 Human
Capital

 We
are committed to producing exceptional therapeutic products for our customers, and our employees play a crucial role in realizing this
vision. To keep advancing innovative products and remain competitive in our fast-paced and fiercely competitive market, it is essential
that we attract and retain talented and skilled employees. To achieve this goal, we endeavor to provide a compensation and benefits package
that is competitive, cultivate a culture of inclusivity where everyone feels supported and empowered to excel, and create opportunities
for our staff to contribute to their communities and make a positive social impact..

 As
of December 31, 2023, we had eight full-time employees. We believe our relations with our employees to be good.

 Properties

 Currently,
we do not own any real property. We rent office space at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 for $15,038 per month. The
Company entered into the office lease effective July 1, 2021, which has a primary term of the lease of five years with one renewal option
for an additional three years.

 Available
Information

 We
aim to provide our stakeholders with transparent and timely information on our company's performance. As such, we offer free access
to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any changes made to those reports
filed or furnished under Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended, through our website. We make these reports available as soon as reasonably feasible after submitting them electronically to
the SEC.

 The
SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC.

 ITEM
1A. RISK FACTORS

 Risks
Related to Our Business

 If
we are unable to keep up with rapid technological changes, our products may become obsolete.

 The
market for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities
to remain competitive, research and discoveries by others may make our processes, products, or brands less attractive or even obsolete.

 Competition
could adversely affect our business.

 Our
industry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market
share and revenues. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing,
and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them
to offer lower prices or higher quality products. If we do not successfully compete with these competitors, we could fail to develop
market share and our future business prospects could be adversely affected.

 If
we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially
harmed.

 Our
business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets
we serve. If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our
products to our customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation
successfully, our business and prospects could be materially harmed.

 We
are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.

 We
are subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S.
and other countries in which we operate. Uncertainty surrounding existing and future laws and regulations may impede our services and
increase the cost of providing such services. These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer
protection and the characteristics and quality of services.

 Existing
or probable governmental regulations relating to CBD products may harm or prevent our ability to sell our product offering.

 A
majority of state governments in the United States have legalized the growing, production, and use of CBD. However, cannabis remains
illegal under federal law. In addition, in July 2017, the United States Drug Enforcement Agency issued a statement that certain CBD extractions
fall within the definition of marijuana and are therefore a Schedule I controlled substance under the Controlled Substances Act of 1970,
as amended. Thus, the cannabis industry, including companies which sell products containing CBD, faces very uncertain regulation by the
federal government. While the federal government has for several years chosen to not intervene in the cannabis business conducted legally
within the states that have legislated such activities, there is, nonetheless, potential that the federal government may at any time
choose to begin enforcing its laws against the manufacture, possession, or use of cannabis-based products such as CBD. Similarly, there
is the possibility that the federal government may enact legislation or rules that authorize the manufacturing, possession or use of
those products under specific guidelines. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving
interpretations. In the event the federal government was to tighten its regulation of the industry, we would likely suffer a material
adverse effect on our business, including substantial losses. We have recently ceased the marketing and sale of CBD products. These regulations
could negatively affect our ability to dispose of our CBD related assets.

 We
depend heavily on key personnel, and turnover of key senior management could harm our business.

 Our
future business and results of operations depend in significant part upon the continued contributions of our senior management personnel.
If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled
personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional
knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product
acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We may not have
written employment agreements with all of our senior management. We do not have any key person insurance.

 Our
products may not meet health and safety standards or could become contaminated.

 We
do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government
health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these
standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result
in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded
or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial
performance.

 The
sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.

 We
face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted
in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of
these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter treatments
have not been fully explored or understood and may have unintended consequences.

 Any
product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising
from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult
to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability
claims, which, if adversely determined, could subject us to substantial monetary damages.

 The
success of our business will depend upon our ability to create and expand our brand awareness.

 The
markets we compete in, including the wellness drink market, sexual wellness and hair growth markets we intend to compete in, are highly
competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based
upon our ability to create and expand awareness of our products distinct from those of our competitors. It is imperative that we are
able to convey to consumers the benefits of our products. However, advertising and packaging and labeling of such products will be limited
by various regulations. Our success will be dependent upon our ability to convey to consumers that our products are superior to those
of our competitors.

 We
must develop and introduce new products to succeed.

 Our
industry is subject to rapid change. New products are constantly introduced to the market. Our ability to remain competitive depends
in part on our ability to enhance existing products, to develop and manufacture new products in a timely and cost-effective manner, to
accurately predict market transitions, and to effectively market our products. Our future financial results will depend to a great extent
on the successful introduction of several new products. We cannot be certain that we will be successful in selecting, developing, manufacturing
and marketing new products or in enhancing existing products.

 The
success of new product introductions depends on various factors, including, without limitation, the following:

 Successful
 sales and marketing efforts;

 Timely
 delivery of new products;

 Availability
 of raw materials;

 Pricing
 of raw materials;

 Regulatory
 allowance of the products; and

 Customer
 acceptance of new products

 Adverse
publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.

 Adverse
publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our
business could have an adverse effect on the public perception of us. This, in turn, could negatively affect our ability to obtain financing,
endorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate
sales and revenue.

 Our
distributors' and customers' perception of the safety and quality of our products or even similar products distributed by
others can be significantly influenced by national media attention, publicized scientific research or findings, product liability claims
and other publicity concerning our products or similar products distributed by others. Adverse publicity, whether or not accurate, that
associates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the public's
perception of our products. Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their
use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue.

 We
do not have and may never have any products on the market that have been approved for the treatment of disease. Our business is highly
dependent upon receiving approvals from various U.S. and international governmental agencies and will be severely harmed if we are not
granted approval to manufacture and sell our product candidates.

 In
order for us to commercialize a product for the treatment of any disease, we must obtain regulatory approvals of such treatment for that
indication. Satisfying regulatory requirements is an expensive process that typically takes many years and involves compliance with requirements
covering research and development, testing, manufacturing, quality control, labeling, and promotion of drugs for human use. To obtain
necessary regulatory approvals, we must, among other requirements, complete clinical trials demonstrating that our products are safe
and effective for a particular indication. There can be no assurance that our products will prove to be safe and effective, that our
clinical trials will demonstrate the necessary safety and effectiveness of our product candidates, or that we will succeed in obtaining
regulatory approval for any treatment we develop even if such safety and effectiveness are demonstrated.

 Any
delays or difficulties we encounter in our clinical trials may delay or preclude regulatory approval from the FDA or from international
regulatory organizations. Any delay or preclusion of regulatory approval would be expected to delay or preclude the commercialization
of our products. Examples of delays or difficulties that we may encounter in our clinical trials include without limitation the following:

 Clinical
 trials may not yield sufficiently conclusive results for regulatory agencies to approve the use of our products;

 Our
 products may fail to be more effective than current therapies, or to be effective at all;

 We
 may discover that our products have adverse side effects, which could cause our products to be delayed or precluded from receiving
 regulatory approval or otherwise expose us to significant commercial and legal risks;

 It
 may take longer than expected to determine whether or not a treatment is effective;

 Patients
 involved in our clinical trials may suffer severe adverse side effects even up to death, whether as a result of treatment with our
 products, the withholding of such treatment, or other reasons (whether within or outside of our control);

 We
 may fail to be able to enroll a sufficient number of patients in our clinical trials;

 Patients
 enrolled in our clinical trials may not have the characteristics necessary to obtain regulatory approval for a particular indication
 or patient population;

 We
 may be unable to produce sufficient quantities of product to complete the clinical trials;

 Even
 if we are successful in our clinical trials, any required governmental approvals may still not be obtained or, if obtained, may not
 be maintained;

 If
 approval for commercialization is granted, it is possible the authorized use will be more limited than is necessary for commercial
 success, or that approval may be conditioned on completion of further clinical trials or other activities, which will cause a substantial
 increase in costs and which we might not succeed in performing or completing; and

 If
 granted, approval may be withdrawn or limited if problems with our products emerge or are suggested by the data arising from their
 use or if there is a change in law or regulation.

 Any
success we may achieve at a given stage of our clinical trials does not guarantee that we will achieve success at any subsequent stage,
including without limitation final FDA approval.

 We
may encounter delays or rejections in the regulatory approval process because of additional government regulation resulting from future
legislation or administrative action, or from changes in the policies of the FDA or other regulatory bodies during the period of product
development, clinical trials, or regulatory review. Failure to comply with applicable regulatory requirements may result in criminal
prosecution, civil penalties, recall or seizure of products, total or partial suspension of production, or an injunction preventing certain
activity, as well as other regulatory action against our product candidates or us. We have no experience in successfully obtaining regulatory
approval for a product and thus may be poorly equipped to gauge, and may prove unable to manage, risks relating to obtaining such approval.

 Outside
the U.S., our ability to market a product is contingent upon receiving clearances from appropriate non-U.S. regulatory authorities. Non-U.S.
regulatory approval typically includes all of the risks associated with FDA clearance discussed above as well as geopolitical uncertainties
and the additional uncertainties and potential prejudices faced by U.S. pharmaceutical companies conducting business abroad. In certain
cases, pricing restrictions and practices can make achieving even limited profitability very difficult.

 We
have limited experience in completing regulatory filings and any delays in regulatory filings could materially affect our financial condition.

 We
are currently initiating clinical trials of our product candidates. We have not, however, demonstrated the ability to obtain marketing
approvals, manufacture product candidates at a commercial scale, or conduct sales and marketing activities necessary for the successful
commercialization of a product. Consequently, we have no historical basis as a company by which one can evaluate or predict reliably
our future success or viability.

 Additionally,
while our team has experience at prior companies with regulatory filings, we have limited experience with regulatory filings with agencies
such as the FDA or the European Medicines Agency, or EMA, and will rely on third-party expertise for this. Any delay in our regulatory
filings for our product candidates, and any adverse development or perceived adverse development with respect to the applicable regulatory
authority's review of such filings, including, without limitation, the FDA's issuance of a "refuse to file" letter
or a request for additional information, could materially affect our financial condition.

 If
serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit
our development or commercialization of such product candidates.

 If
our product candidates are associated with undesirable side effects or have unexpected characteristics, we may need to abandon their
development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are
less prevalent, less severe or more acceptable from a risk-benefit perspective.

 If
we elect or are forced to suspend or terminate any clinical trial with one of our product candidates, the commercial prospects of such
product candidate will be harmed, and our ability to generate revenue from such product candidate will be delayed or eliminated. Any
of these occurrences may harm our business, financial condition and prospects significantly.

 If
we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals
could be delayed or prevented, which could materially affect our financial condition.

 Identifying,
screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not
be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete
our clinical trials in a timely manner. The timing of our clinical trials depends on our ability to recruit patients to participate as
well as to subsequently dose these patients and complete required follow-up periods. In particular, because our planned clinical trials
may be focused on indications with relatively small patient populations, our ability to enroll eligible patients may be limited or may
result in slower enrollment than we anticipate.

 In
addition, we may experience enrollment delays related to increased or unforeseen regulatory, legal and logistical requirements at certain
clinical trial sites. These delays could be caused by reviews by regulatory authorities and contractual discussions with individual clinical
trial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in
advancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials
altogether.

 Patient
enrollment may be affected if our competitors have ongoing clinical trials with products for the same indications as our product candidates,
and patients who would otherwise be eligible for our clinical trials instead enroll in our competitors' clinical trials. Patient
enrollment may also be affected by other factors, including:

 coordination
 with clinical research organizations to enroll and administer the clinical trials;

 coordination
 and recruitment of collaborators and investigators at individual sites;

 size
 of the patient population and process for identifying patients;

 design
 of the clinical trial protocol;

 eligibility
 and exclusion criteria;

 perceived
 risks and benefits of the product candidates under study;

 availability
 of competing commercially available therapies and other competing products' clinical trials;

 time
 of year in which the trials are initiated or conducted;

 severity
 of the diseases under investigation;

 ability
 to obtain and maintain subject consents;

 ability
 to enroll and treat patients in a timely manner;

 risk
 that enrolled subjects will drop out before completion of the trials;

 proximity
 and availability of clinical trial sites for prospective patients;

 ability
 to monitor subjects adequately during and after treatment; and

 patient
 referral practices of physicians.

 Our
inability to enroll a sufficient number of patients for clinical trials would result in significant delays and could require us to abandon
one or more clinical trials altogether. Enrollment delays in these clinical trials may result in increased development costs for our
product candidates, which could materially affect our financial condition.

 If
we or our licensees, development collaborators, or suppliers are unable to manufacture our products in sufficient quantities or at defined
quality specifications or are unable to obtain regulatory approvals for the manufacturing facility, we may be unable to develop or meet
demand for our products and lose time to market and potential revenues.

 Completion
of our clinical trials and commercialization of our product candidates require access to, or development of, facilities to manufacture
a sufficient supply of our product candidates. We intend to utilize third parties to manufacture our products.

 In
the future we may become unable, for various reasons, to rely on our sources for the manufacture of our product candidates, either for
clinical trials or, at some future date, for commercial distribution. We may not be successful in identifying additional or replacement
third-party manufacturers, or in negotiating acceptable terms with any we do identify. We may face competition for access to these manufacturers'
facilities and may be subject to manufacturing delays if the manufacturers give other clients higher priority than they give to us. Even
if we are able to identify an additional or replacement third-party manufacturer, the delays and costs associated with establishing and
maintaining a relationship with such manufacturer may have a material adverse effect on us.

 Before
we can begin to commercially manufacture any product candidate, we must obtain regulatory approval of the manufacturing facility and
process. Manufacturing of drugs for clinical and commercial purposes must comply with current Good Manufacturing Practices requirements,
commonly known as "cGMP." The cGMP requirements govern quality control and documentation policies and procedures. Complying
with cGMP and non-U.S. regulatory requirements will require that we expend time, money, and effort in production, recordkeeping, and
quality control to ensure that the product meets applicable specifications and other requirements. We, or our contracted manufacturing
facility, must also pass a pre-approval inspection prior to FDA approval. Failure to pass a pre-approval inspection may significantly
delay or prevent FDA approval of our products. If we fail to comply with these requirements, we would be subject to possible regulatory
action and may be limited in the jurisdictions in which we are permitted to sell our products and will lose time to market and potential
revenues.

 It
is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such
claims will be affordable or available on acceptable terms in the future.

 Clinical
research involves the testing of new drugs on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of
liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the
new drug, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals,
companies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition,
product liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products
by us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general
liability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage
will be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt
to do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there
can be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available
on terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential
claims or liabilities.

 If
we are unable to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions or
to create effective marketing, sales, and distribution capabilities, we will be unable to market our products successfully.

 Our
business strategy may include out-licensing product candidates to or collaborating with larger firms with experience in marketing and
selling pharmaceutical products. There can be no assurance that we will successfully be able to establish marketing, sales, or distribution
relationships with any third-party, that such relationships, if established, will be successful, or that we will be successful in gaining
market acceptance for any products we might develop. To the extent that we enter into any marketing, sales, or distribution arrangements
with third parties, our product revenues per unit sold are expected to be lower than if we marketed, sold, and distributed our products
directly, and any revenues we receive will depend upon the efforts of such third parties.

 If
we are unable to establish such third-party marketing and sales relationships, or choose not to do so, we would have to establish in-house
marketing and sales capabilities. To market any products directly, we would have to establish a marketing, sales, and distribution force
that has technical expertise and could support a distribution capability. Competition in the biopharmaceutical industry for technically
proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase
our costs. There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that
these capabilities will be sufficient to meet our needs.

 The
commercial success of our non-OTC product candidates will depend on the acceptance of these products by physicians, payers, and patients.

 Any
non-OTC product candidate that we may develop may not gain market acceptance among physicians and patients. Market acceptance of and
demand for any non-OTC product that we may develop will depend on many factors, including without limitation:

 Comparative
 superiority of the effectiveness and safety in the treatment of the disease indication compared to alternative treatments;

 Less
 prevalence and severity of adverse side effects;

 Potential
 advantages over alternative treatments;

 Cost
 effectiveness;

 Convenience
 and ease of administration;

 Sufficient
 third-party coverage and/or reimbursement;

 Strength
 of sales, marketing and distribution support; and

 Our
 ability to provide acceptable evidence of safety and efficacy.

 If
any non-OTC product candidate developed by us receives regulatory approval but does not achieve an adequate level of market acceptance
by physicians, payers, and patients, we may generate insufficient, little, or no product revenue and may not become profitable.

 In
addition, pandemics, including the novel coronavirus, COVID-19, could decrease consumer spending and adversely affect demand for our
products.

 Our
non-OTC products may not be accepted for reimbursement or properly reimbursed by third-party payers.

 The
successful commercialization of any non-OTC products we might develop will depend substantially on whether the costs of our non-OTC products
and related treatments are reimbursed at acceptable levels by government authorities, private healthcare insurers, and other third-party
payers, such as health maintenance organizations. Reimbursement rates may vary, depending upon the third-party payer, the type of insurance
plan, and other similar or dissimilar factors. If our non-OTC products do not achieve adequate reimbursement, then the number of physician
prescriptions of our products may not be sufficient to make our non-OTC products profitable.

 Comparative
effectiveness research demonstrating benefits of a competitor's non-OTC product could adversely affect the sales of our non-OTC
product candidates. If third-party payers do not consider our products to be cost-effective compared to other available therapies, they
may not cover our products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell
our non-OTC products on a profitable basis.

 Adequate
third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our
investment in the product development of that non-OTC product. In addition, in the U.S. there is a growing emphasis on comparative effectiveness
research, both by private payers and by government agencies. To the extent other drugs or therapies are found to be more effective than
our non-OTC products, payers may elect to cover such therapies in lieu of our products or reimburse our non-OTC products at a lower rate.

 The
effects of economic and political pressure to lower pharmaceutical prices are a major threat to the economic viability of new research-based
pharmaceutical products, and any development along these lines could materially and adversely affect our prospects.

 Emphasis
on managed care in the U.S. has increased and we expect this will continue to increase the pressure on pharmaceutical pricing. Coverage
policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained
for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented
in the future.

 Any
development along these lines could materially and adversely affect our prospects. We are unable to predict what legislative or regulatory
changes relating to the healthcare industry, including without limitation any changes affecting governmental and/or private or third-party
coverage and reimbursement, may be enacted in the future, or what effect such legislative or regulatory changes would have on our business.

 If
we obtain FDA approval for any of our product candidates, we will be subject to various federal and state fraud and abuse laws; these
laws may impact, among other things, our proposed sales, marketing and education programs. Fraud and abuse laws are expected to increase
in breadth and in detail, which will likely increase our operating costs and the complexity of our programs to insure compliance with
such enhanced laws.

 If
we obtain FDA approval for any of our product candidates and begin commercializing those products in the U.S., our operations may be
directly, or indirectly through our customers, distributors, or other business partners, subject to various federal and state fraud and
abuse laws, including, without limitation, anti-kickback statutes and false claims statutes which may increase our operating costs. These
laws may impact, among other things, our proposed sales, marketing and education programs.

 If
our operations are found to be in violation of any of the federal and state fraud and abuse laws or any other governmental regulations
that apply to us, we may be subject to criminal actions and significant civil monetary penalties, which would adversely affect our ability
to operate our business and our results of operations.

 If
our operations are found to be in violation of any of the federal and state fraud and abuse laws, including, without limitation, anti-kickback
statutes and false claims statutes or any other governmental regulations that apply to us, we may be subject to penalties, including
criminal and significant civil monetary penalties, damages, fines, imprisonment, exclusion from participation in government healthcare
programs, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business
and our results of operations. To the extent that any of our product candidates are ultimately sold in a foreign country, we may be subject
to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance,
anti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare
professionals.

 We
face business disruption and related risks resulting from the recent pandemic of COVID-19, which could have, and has had, a material
adverse effect on our business plan.

 Our
supply chain and the development of our product candidates, including that of our subsidiaries, could be, and have been, disrupted and
materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by the governments in affected regions,
businesses and schools have been suspended due to quarantines intended to contain this outbreak. We are still assessing our business
plans and the impact COVID-19 may have on our supply chain and ability to conduct our clinical trials, but there can be no assurance
that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns
in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations
will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity
and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

 Natural
disasters and other events beyond our control could materially adversely affect us.

 Natural
disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy,
and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power
shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services
to our customers and could decrease demand for our services. The World Health Organization declared the COVID-19 outbreak a pandemic.
The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the
duration and spread of the outbreak, the impact on our customers and employees, all of which are uncertain and cannot be predicted. At
this point, the overall extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

 We
have a limited operating history upon which investors can evaluate our future prospects.

 We
have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business
and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered
in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we
will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and
services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products;
that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products
to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products.
To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for
our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business,
financial condition and operating results could be materially and adversely affected.

 The
current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It
is difficult to accurately forecast future revenues because our business is new and our market has not been developed. If our forecasts
prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover,
we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any
significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.

 We
may not meet our product development and commercialization milestones.

 We
have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress
toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development
goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could
be delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative
products.

 We
may also experience shortages equipment due to manufacturing difficulties. Multiple suppliers provide the components used in manufacturing
our products. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption,
failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities,
we would be unable to manufacture until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing
facilities.

 Our
operations in international markets involve inherent risks that we may not be able to control.

 Our
business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially
and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:

 Macroeconomic
 conditions adversely affecting geographies where we intend to do business;

 Foreign
 currency exchange rates;

 Political
 or social unrest or economic instability in a specific country or region;

 Higher
 costs of doing business in foreign countries;

 Infringement
 claims on foreign patents, copyrights or trademark rights;

 Difficulties
 in staffing and managing operations across disparate geographic areas;

 Difficulties
 associated with enforcing agreements and intellectual property rights through foreign legal systems;

 Trade
 protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various
 countries;

 Adverse
 tax consequences;

 Unexpected
 changes in legal and regulatory requirements;

 Military
 conflict, terrorist activities, natural disasters and medical epidemics; and

 Our
 ability to recruit and retain channel partners in foreign jurisdictions.

 Risk
Related to SRM Spin-Off

 We
may be unable to achieve some or all of the expected benefits of the Spin-Off, and the Spin-Off may adversely affect our business.

 Although
we believe that separating SRM into a stand-alone, publicly traded company (the "Spin-off") provided financial, operational
and other benefits to us and our stockholders, we cannot provide assurance that we will achieve the full strategic and financial benefits
expected from the Spin-Off. The Spin-off resulted in us being a smaller, less diversified company, making us more vulnerable to changing
market and economic conditions. Our business is now more concentrated in health and wellness products, and we have greater exposure to
legal, regulatory, political and other risks relating to the health and wellness industry. In addition, as a smaller company, our ability
to absorb costs may be negatively impacted, and we may be unable to obtain financing, insurance, goods or services at prices or on terms
that are as favorable as those obtained by us prior to the Spin-off. Any of these factors could have a material adverse effect on our
business, financial condition, results of operations, cash flows, business prospects and the trading price of our common stock.

 Our
ability to meet our capital needs may be harmed by the lo ss of revenue from SRM.

 The
Spin-off resulted in the Company's equity interest in SRM being reduced to approximately 45% and the Company is no longer able
to consolidate the operations of SRM and the Company in its financial statements. This will result in a significant reduction of the
Company's revenues as approximately 98% of the Company's revenues in the year ended December 31, 2022 were derived from the
SRM business. The loss of revenue from SRM could harm our ability to meet our capital needs. After the spin-off, we expect to obtain
any additional funds needed in excess of the amounts generated by our operating activities through the capital markets or bank financing,
and not from revenue derived by SRM. Further, we cannot guarantee you that we will be able to obtain capital market financing or credit
on favorable terms, or at all, in the future. We cannot assure you that our ability to meet our capital needs will not be harmed by the
loss of revenue from SRM.

 Risks
Related to our Financial Position and Capital Needs

 Our
accountant has indicated doubt about our ability to continue as a going concern.

 As
of December 31, 2023 and 2022, the Company had $3,833,349 and $1,931,068 in cash, accumulated deficit of $65,480,715 and $50,597,674
and cash flow used in operations of $10,515,314 and $6,395,942, respectively. The Company has incurred and expects to continue to incur
significant costs in pursuit of its expansion and development plans. These conditions raise doubt about the Company's ability to
continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report.

 In
connection with certain public and private offerings (the "Financing"), the Company offered warrants as part of the Financing
packages. During the year ended December 31, 2023, the Warrant Holders exercised a total of 10,266,845 warrants for shares of common
stock for a total exercise price of $8,887,837. At December 12, 2023, the Company has 15,758,126 warrants outstanding at an average exercise
price of $1.45. The Company expects, although there can be no assurance, that a majority of the outstanding warrants will be exercised
in the near future.

 In
addition to the unexercised warrants, the Company also holds 1,200,821 shares of Chijet Motor Company, Inc. (Nasdaq: CJET) valued at
$0.45 per share (as of March 27, 2024). These shares are considered trading shares and are held as marketable securities on the balance
sheet. The Company also holds 3,650,048 shares of SRM Entertainment, Inc. (Nasdaq: SRM) valued at $1.41 per share (as of March 27, 2024)
and are held as investment in affiliate and are accounted for using the Equity Method. These shares are not covered by an effective
registration statement but may be sold subject to Rule 144.

 At
December 31, 2023, the Company had $3,833,349 in cash and the Company recognizes that it may need to raise additional capital in order
to continue to execute its business plan in the future. There is no assurance that the Warrant Holders will exercise their warrants or
additional financing will be available if needed or that the Company will be able to obtain financing on terms acceptable to it or whether
the Company will become profitable and generate positive operating cash flow. If the Company is unable to obtain revenue producing contracts
or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may be forced
to substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements
that may dilute the interests of existing stockholders.

 Raising
additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our
technologies or other assets.

 We
may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and
alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities,
existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely
affect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares,
which could also result in dilution of our existing stockholders' ownership. The incurrence of indebtedness would result in increased
fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely
impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to
default on such indebtedness, we could lose such assets and intellectual property.

 Our
potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects,
and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment
and could harm our business, financial condition, results of operations and cash flow.

 Our
proliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel
and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage
any expanded operations, or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our
technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations
effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business
and results of operations could be materially adversely affected.

 Changes
in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.

 Our
effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in
countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.
We regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments
are incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws
and administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be
changed in a manner which adversely affects our shareholders.

 Risks
Related to our Intellectual Property

 We
may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

 A
third party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to
resort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights.

 The
cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial,
and the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more
effectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our
strategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services;
obtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market
with a substantially similar product.

 Uncertainties
resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition,
a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.

 Any
inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect
our financial condition, results of operations and business.

 Our
business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual
property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate.
There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers.
Regardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology
without authorization and without recompensing us.

 The
efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual
property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly
and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation
or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in
some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we
could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition,
results of operations and business.

 The
intellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection.
All intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals.

 The
commercialization of our licensed products is partially dependent upon know-how and trade secrets held by certain individuals working
with and for us. Because the expertise runs deep in these few individuals, if something were to happen to any or all of them, the ability
to properly manufacture our products without compromising quality and performance could be diminished greatly.

 Knowledge
published in the form of any future intellectual property has finite protection, as all patents and trademarks have a limited life and
an expiration date. While continuous efforts will be made to apply for patents and trademarks if appropriate, there is no guarantee that
additional patents or trademarks will be granted. The expiration of patents and trademarks relating to our products may hinder our ability
to sub-license or sell our products for a long period of time without the development of a more complex licensing strategy.

 If
we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.

 Our
existing proprietary rights may not afford remedies and protections necessary to prevent infringement, reformulation, theft, misappropriation
and other improper use of our products by competitors. We own the formulations contained in our products and we consider these product
formulations to be our critical proprietary property, which must be protected from competitors. Although trade secret, trademark, copyright
and patent laws generally provide a certain level of protection, and we attempt to protect ourselves through contracts with manufacturers
of our products, we may not be successful in enforcing our rights. In addition, enforcement of our proprietary rights may require lengthy
and expensive litigation. We have attempted to protect some of the trade names and trademarks used for our products by registering them
with the U.S. Patent and Trademark Office, but we must rely on common law trademark rights to protect our unregistered trademarks. Common
law trademark rights do not provide the same remedies as are granted to federally registered trademarks, and the rights of a common law
trademark are limited to the geographic area in which the trademark is actually used. Our inability to protect our intellectual property
could have a material adverse impact on our ability to compete and could make it difficult for us to achieve a profit.

 Risks
Related to Our Securities and Other Risks

 We
are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth
companies will make our common stock less attractive to investors.

 We
are an "emerging growth company" as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not "emerging growth companies" including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether
investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 The
requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage
our business, particularly after we are no longer an "emerging growth company."

 We
are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these
reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on
our results of operations, financial condition or business.

 As
a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the "Exchange
Act") and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange
Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley
Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain
and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional
staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing
the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management,
operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial
systems to adequately support expansion. These activities may divert management's attention from other business concerns, which
could have a material adverse effect on our results of operations, financial condition or business.

 As
an "emerging growth company" as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from
various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such
pronouncements are made applicable to private companies, as permitted by the JOBS Act.

 We
have broad discretion in the use of the net proceeds from any offerings and may not use them effectively.

 Our
management will have broad discretion in the application of the net proceeds from any offerings and may spend or invest these proceeds
in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business
and financial condition. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income
or that loses value.

 Our
management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional
expenses associated with the management of our Company.

 We
only became a public company in October 2020. The management team is responsible for the operations and reporting of the Company. The
requirements of operating as a public company are many and sometimes difficult to navigate. This may require us to obtain outside assistance
from legal, accounting, investor relations, or other professionals that could be more costly than planned. If we lack cash resources
to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions
of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial
condition after we commence operations.

 Compliance
with changing corporate governance regulations and public disclosures may result in additional risks and exposures.

 Changing
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and
new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are
subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance
is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations,
and standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.

 Certain
of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders
to effect certain corporate actions.

 At
December 31, 2023, our officers and directors are the beneficial owners of approximately 20% our issued and outstanding voting securities.
As a result, they possess significant influence over our elections and votes. As a result, their ownership and control may have the effect
of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging
a potential acquirer to make a tender offer. Their ownership and control may also have the effect of delaying, impeding, or preventing
a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from
making a tender offer.

 If
securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. Once our common stock is quoted, if one or more of the analysts who cover us downgrade our common stock or publish
inaccurate or unfavorable research about our business, our common stock price would likely decline.

 We
do not intend to pay dividends for the foreseeable future.

 We
currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare
or pay any dividends on our common stock in the foreseeable future.

 Our
Second Amended and Restated Certificate of Incorporation contains an exclusive forum provision for certain claims, which could limit
our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

 Our
Second Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative
forum, New York shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b)
any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company
or the Company's shareholders or (c) any action asserting a claim governed by the internal affairs doctrine, in each case subject
to said court having personal jurisdiction over the indispensable parties named as defendants therein. This provision may limit a shareholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other
employees and may discourage lawsuits with respect to such claims. This provision does not apply to actions arising under the Exchange
Act or Securities Act.

 Our
issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your
investment.

 Issuances
of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may
cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional
series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without
stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion
rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business
and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment
of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting
power of our common stock, the market price of our common stock could decrease.

 Anti-takeover
provisions in the Company's charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors
or current management and could make a third-party acquisition of the Company difficult.

 The
Company's certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition
or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive
a premium for their shares. Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created
vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for
shares of the Company's common stock.

 Our
common stock may become subject to the SEC's penny stock rules and accordingly, broker-dealers may experience difficulty in completing
customer transactions and trading activity in our securities may be adversely affected.

 The
SEC has adopted regulations, which generally define "penny stock" to be an equity security that has a market price of less
than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore
would be a "penny stock" according to SEC rules, unless we are listed on a national securities exchange. Under these rules,
broker-dealers who recommend such securities to persons other than institutional accredited investors must:

 Make
 a special written suitability determination for the purchaser;

 Receive
 the purchaser's prior written agreement to the transaction;

 Provide
 the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks"
 and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and

 Obtain
 a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure
 document before a transaction in a "penny stock" can be completed.

 Although
our common stock is not currently subject to these rules, it were to become subject to such rules, broker-dealers may find it difficult
to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of
our securities may be depressed, and you may find it more difficult to sell your securities.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 We
have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated
these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats,
including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on
the confidentiality, integrity, or availability of our information systems or any information residing therein.

 We
conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our
business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include
identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such
risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

 Following
these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any
identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing,
monitoring and managing our cybersecurity risks rests with NeTTronix Technology Solutions who reports to our CFO, to manage the
risk assessment and mitigation process.

 We
engage consultants, or other third parties in connection with our risk assessment processes. These service providers assist us to design
and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards. We require each third-party service
provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws,
to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach
of its security measures that may affect our company.

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Governance

 Our
board of directors addresses the Company's cybersecurity risk management as part of its general oversight function. The board of
directors' audit committee is responsible for overseeing Company's cybersecurity risk management processes, including oversight
and mitigation of risks from cybersecurity threats.

 Our
cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the
information technology team at the direction of NeTTronix Technology Solutions. Our executive team including our Chief
Executive Officer, and Chief Financial Officer are responsible for hiring appropriate personnel, helping to integrate cybersecurity
risk considerations into the Company's overall risk management strategy, and communicating key priorities to relevant
personnel. This executive team is responsible for approving budgets, helping prepare for cybersecurity incidents, approving
cybersecurity processes, and reviewing security assessments and other security-related reports.

 Our
cybersecurity incident response and vulnerability management policies are designed to escalate certain cybersecurity incidents to members
of management depending on the circumstances, including our Chief Executive Officer, and Chief Financial Officer. In addition, the Company's
incident response and vulnerability management policies include reporting to the audit committee of the board of directors for certain
cybersecurity incidents including significant breaches to the Company's networks or systems. The audit committee receives regular
reports from the information technology team concerning the Company's significant cybersecurity threats and risk and the processes
the Company has implemented to address them. The audit committee also has access to various reports, summaries or presentations related
to cybersecurity threats, risk and mitigation.

 ITEM
2. PROPERTIES

 Our
principal executive office is located in leased premises of approximately 6,908 square feet at 1061 E. Indiantown Rd., Ste. 110, Jupiter,
FL 33477. We believe that these facilities are adequate for our needs, including providing the space and infrastructure to accommodate
our development work based on our current operating plan. We do not own any real estate.

 ITEM
3. LEGAL PROCEEDINGS

 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
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. v. Jupiter 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. Inc. 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.

 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 court for the Southern
District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. 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 adverse
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. Safety Shot, Inc. No. 650196/24 (the "Litigation"). 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. 2:24-cv-537 (the "Litigation"). The Litigation asserts causes of action for Trademark Infringement
under 15 U.S.C. Section 1114; False Designation of Origin under 15 U.S.C. Section 1125; False Advertising under 15 U.S.C. Section 1125;
violations of Cal. Bus. & Prof. Code Sections 17200 & 17500; Inducement of Trespass; Conversion; 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.

 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. No. 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 at trial. 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.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 The
Company's common stock is traded on the NASDAQ Stock Market LLC under the symbol SHOT and its warrants are traded under the symbol
SHOTW.

 The
following table sets forth the range of high and low bid prices for our common stock for each of the periods indicated as reported by
such marketplaces. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

 Period

 High

 Low

 2023 Fiscal Year:

 Fourth Quarter Ended December 31, 2023

 $
 7.50

 $
 1.04

 Third Quarter Ended September 30, 2023

 $
 1.58

 $
 0.32

 Second Quarter Ended June 30, 2023

 $
 0.48

 $
 0.27

 First Quarter Ended March 31, 2023

 $
 0.97

 $
 0.28

 2022 Fiscal Year:

 Fourth Quarter Ended December 31, 2022

 $
 1.47

 $
 0.59

 Third Quarter Ended September 30, 2022

 $
 1.03

 $
 0.53

 Second Quarter Ended June 30, 2022

 $
 1.06

 $
 0.54

 First Quarter Ended March 31, 2022

 $
 1.35

 $
 0.57

 We
consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation
of our common stock.

 As
of March 18, 2024, there were 36 shareholders of record.

 Dividends

 We
do not anticipate paying any cash dividends on our common stock in the foreseeable future and we intend to retain all of our earnings,
if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made in the
discretion of our Board of Directors, after our taking into account various factors, including our financial condition, operating results,
current and anticipated cash needs and plans for expansion. No dividends may be declared or paid on our common shares, unless a dividend,
payable in the same consideration or manner, is simultaneously declared or paid, as the case may be, on our shares of preferred stock,
if any.

 Issuance
of Securities

 On
April 20, 2022, Safety Shot, Inc. (the "Company") entered into a $1,500,000 Loan Agreement (the "Greentree Loan").
Pursuant to the Greentree Loan the Company issued a Convertible Promissory Note in the principal amount of $1,500,000 (the "Greentree
Note") and the issuance of a Common Stock Purchase Warrant for 1,100,000 shares of the Company's common stock (the "Greentree
Warrant"). The Greentree Note has a maturity date of January 31, 2024.

 On
April 20, 2022, the Company entered into a $500,000 Loan Agreement (the "L&H Loan," collectively with Greentree Loan
as the "Loan Agreements"). Pursuant to the L&H Loan the Company issued a Convertible Promissory Note in the
principal amount of $500,000 (the "L&H Note," collectively with Greentree Note as the "Notes") and the
issuance of a Common Stock Purchase Warrant for 360,000 shares of the Company's common stock (the "L&H
Warrant," collectively with Greentree Warrant as the "Warrants"). The L&H Note has a maturity date of January
31, 2024.

 On
January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the "PIPE Agreement")
with certain purchasers, for the issuance of 8,631,574 common stock warrants (the "PIPE Offering") at a price of $0.125 per
warrant, comprised of two common stock warrants (the "Common Warrants,"), each to purchase up to one share of Common Stock
per Common Warrant with an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three
years following 6 months from the closing of the PIPE Offering, and (b)4,315,787 Common Warrants being immediately exercisable for five
years following 6 months from the closing of the PIPE Offering. On February 14,2023, the Company filed an S-1 Registration Statement
covering the underlying shares of the Warrants.

 On
March 31, 2023 the Company entered into a Financial Advisory Agreement ("FSA") with Greentree Financial Group, Inc. to render
certain professional services to the Company. In connection with the FSA, The Company issued 500,000 restricted shares of its common
stock to Greentree.

 On
July 10, 2023, the Company entered into an asset purchase agreement (the "APA") with GBB Labs, Inc., a Delaware corporation
("Buyer"), GBB Drink Lab Inc., a Florida corporation ("Seller"), 2V Consulting LLC, a Florida limited liability
company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D. Blackman, an individual and Brothers Investment 7777.
Pursuant to the Agreement, the Buyer shall purchase certain assets relating to the Seller's an, an individual and Brothers business
for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the "Cash Purchase Price");
and (b) 5,000,000 restricted Common Shares (the "Consideration Shares" and together with the Cash Purchase Price, collectively,
the "Purchase Price, collectively, the "Purchase Price"). The Consideration Shares were issued on August 29, 2023 and
the acquisition was closed on August 31, 2023

Authorized for Issuance under Equity Compensation Plans

 On
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.

 On
September 14, 2022, and December 22, 2022, our Board of Directors and majority shareholders, respectively, approved the Safety Shot,
Inc. 2022 Equity Incentive Plan (the "2022 Plan"), to be administered by our Compensation Committee. Pursuant to the 2022
Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants. The purchase price
of each share of common stock purchasable under an award issued pursuant to the 2022 Plan, shall be determined by our Compensation Committee,
in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the
date the award is granted, subject to adjustment. Our Compensation Committee shall also have sole authority to set the terms of all awards
at the time of the 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.

 ITEM
6. SELECTED FINANCIAL DATA

 Not
applicable to a smaller reporting company.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 This
annually report contains forward-looking statements. These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential"
or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform
these statements to actual results.

 Our
unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related
notes that appear elsewhere in this annually report. The following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annually report.

 In
this annually report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

 As
used in this annually report and unless otherwise indicated, the terms "we", "us", "our", "SHOT"
and the "Company" mean Safety Shot, Inc.

 Company
Overview

Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase
of the functional beverage Safety Shot from GBB Drink Lab, Inc. ("GBB"), thereby gaining ownership of various assets, including
the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the "Safety
Shot Beverage"). Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ
trading symbol to SHOT. The Company launched its e-commerce sale of the Safety Shot Beverage in December 2023.

 The
Safety Shot Beverage has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the Safety Shot Beverage
comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the
Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject
to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately
shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition
of a dietary supplement.

 It's
crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP),
ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising
eight full-time employees of its own.

 Specializing
in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement. Beyond
our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version. This strategic
expansion aligns with our corporate vision to address evolving consumer demands, positioning the Company in the market for dietary supplements.
We believe that this initiative not only enriches our product portfolio but also emphasizes our dedication to innovation and adaptability,
catering to the discerning preferences of health-conscious consumers. The Company intends to continue its current product lines, except
for its products which contain CBD, which the Company no longer sells. Our product pipeline also includes a diverse range of products,
such as hair loss treatments, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs and
our commitment to supporting health and wellness by developing innovative solutions to a range of conditions but will focus our efforts
on the commercialization of the Safety Shot Beverage.

 The
Safety Shot Beverage has established a development infrastructure that the Company believes fits with its existing over-the-counter and
prescription-grade health and wellness products.

 To
achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of
health and wellness. Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business
experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders and organizations
to gain access to the latest technologies and expand our reach.

 We
generate revenue through various channels, our primary sales include our "nostingz" suncare products which are sold through
e-commerce platforms, licensing revenues from Photocil and sales of the Safety Shot Beverage. Photocil is currently sold in India through
a licensing agreement. We received FDA approval of our labelling and composition to sell Photocil as an OTC product in the US and plan
to relaunch the product in the US in the fourth quarter of 2024 through e-commerce channels. Safety Shot Beverage is currently sold through
e-commerce and social media platforms. Additionally, we are collaborating with other companies to license our intellectual property,
to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence
on major customers.

 We
maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct
procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient
specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials
to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable
entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,
Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality
raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier relationships reflects
a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current
offerings but also positions us favorably for future developments. The Management believes that as we continue to expand our product
portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of
our brand.

 As
a result of recent changes to the laws governing CBD products, as well as the declining popularity of CBD products, the Company no longer
markets or sells any CBD products. The Company hopes to find a suitor or partner to dispose of its CBD related assets but has not entered
into any agreements to do so.

 Critical
Accounting Policies

 Our
management's discussion and analysis of our financial condition and results of operations is based on our audited financial statements
for the year ended December 31, 2023 and 2022, which have been prepared in accordance with United States generally accepted accounting
principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during
the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions
and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical
and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.

 The
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US
GAAP") and are expressed in United States Dollars. Significant accounting policies are summarized below:

 Revenue
Recognition

 The
Company generates its revenue from the sale of its products directly to the end user or distributor (collectively the "customer").

 The
Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 "Revenue
from Contracts with Customers" ("ASC 606"). Under ASC 606, revenues are recognized when control of the promised goods
or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to
be recognized as it fulfills its obligations under each of its agreements:

 identify
 the contract with a customer;

 identify
 the performance obligations in the contract;

 determine
 the transaction price;

 allocate
 the transaction price to performance obligations in the contract; and

 recognize
 revenue as the performance obligation is satisfied.

 The
Company's performance obligations are satisfied when goods or products are shipped on an FOB shipping point basis as title passes
when shipped. Our product is generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,
refund or warranty related to our products except for cases of defective products of which there have been none to date.

 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.

 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.

 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.

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
value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to
its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered
impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating
results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

 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.

Held-to-Maturity

that the Company's management has the "positive intent and ability" to hold through maturity are classified and accounted
for as hold-to-maturity investments ("HTM"). HTM investments are carried at amortized cost in the financial statements. For
investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

 Earnings
(Loss) Per 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.
Warrants are not considered in the calculations for the years ended December 31, 2023 and 2022, as the impact of the potential common
shares would be to decrease the loss per share.

 For
 the Years

 Ended
 December 31,

 2023

 2022

 Numerator:

 $

 (15,083,041

)

 $

 (15,223,028

)

 Net
 (loss)

 Denominator:

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

 Denominator
 for diluted earnings per share

 Basic
 (loss) per share

 $

 (0.49

)

 $

 (0.69

)

 Diluted
 (loss) per share

 $

 (0.49

)

 $

 (0.69

)

 Cash

 We
consider 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 December 31, 2023 and 2022.

 Foreign
Currency Translation

and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts
are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates.
Gains and losses from foreign currency transactions and translation for the years ended December 31, 2023 and 2022 and the cumulative
translation gains and losses as of December 31, 2023 and 2022 were not material.

 Accounts
Receivable

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

 Fair
Value of Financial Instruments

 The
fair value of our 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.

 Income
Taxes

 We
account 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 our evaluation, it has been concluded that there are no significant uncertain tax positions
requiring recognition in our financial statements. Since we were incorporated on October 24, 2018, the evaluation was performed for 2018
tax year, which would be the only period subject to examination. We believe that our income tax positions and deductions would be sustained
on audit and does not anticipate any adjustments that would result in a material changes to our financial position. Our policy for recording
interest and penalties associated with audits is to record such items as a component of income tax expense.

 The Company's deferred
tax asset at December 31, 2023 and 2022 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, respectively. Due to the Company's lack of earnings history,
the deferred tax asset has been fully offset by a valuation allowance of $8,658,484 and $6,674,042 for the years ended December 31,
2023 and 2022.

 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 year ended December 31, 2023 and 2022, respectively.

 Stock
Based Compensation

 We
recognize compensation costs to employees under FASB Accounting Standards Codification 718 "Compensation - Stock Compensation"
("ASC 718"). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements
based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured
on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the
option grant.

 On
October 24, 2018, the inception date ("Inception"), we adopted ASU No. 2018-07 "Compensation - Stock Compensation (Topic
718): 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.

 Recently
Issued Accounting Pronouncements

 In
June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments
specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed
in a grantor's own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter
of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted
this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company's results
of operations, financial condition, cash flows, and financial statement disclosures.

 In February 2016,
Topic 842, "Leases" was issued to replace the leases requirements in Topic 840, "Leases". The main difference
between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as
operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or
less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease
liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over
the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective
for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively
applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact
on the Company's results of operations, financial condition, cash flows, and financial statement disclosures.

 Results
of Operations

 For
the years ended December 31, 2023 and 2022

 The
following table provides selected financial data about us for the year ended December 31, 2022 and 2021, respectively.

 December 31,

 December 31,

 2023

 2022

 Sales

 $
 202,670

 $
 120,727

 Cost of Sales

 277,127

 325,169

 Gross Profit (Loss)

 (74,457
)

 (204,542
)

 Total operating expenses

 12,524,869

 14,078,784

 Other (income) expenses

 2,222,187

 1,283,874

 Net Loss from continuing

 $
 (14,821,513
)

 $
 (15,567,200
)

 Income
 (loss) from discontinued operations

 (261,528
)

 344,172

 Net Loss

 $
 (15,083,041
)

 $
 (15,223,028

 Revenues

 We
generated $202,670 in revenues for the year ended December 31, 2023 compared to $120,727 revenues for the year ended December 31, 2022.
The increase is due to the Company the commencement of marketing and selling its Safety Shot beverage in December 2023.

 Operating
Expenses

 We
had total operating expenses of $12,524,869 for the year ended December 31, 2023 compared to $14,078,784 for the year ended December
31, 2022.

 Operating
expenses for the year ended December 31, 2023 totaled $12,524,869 and were in connection with our daily operations as follows: (i) marketing
expenses of $566,666; (ii) research and development of $100,591 which included clinical trials; (iii) legal and professional expenses
of $4,856,586 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,
registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $206,871; (v) depreciation and
amortization of $215,175; (vi) general and administrative expenses of $4,296,899, consisting of payroll and related taxes, travel, meals
and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation
of $2,082,081 consisting of the fair value of stock issued in lieu of cash and (viii) impairment of a $200,000 advance to an affiliate.

 Operating
expenses for the year ended December 31, 2022 totaled $14,078,784 were in connection with our daily operations as follows: (i) marketing
expenses of $84,689; (ii) research and development of $1,637,148 which included clinical trials; (iii) legal and professional expenses
of $3,579,148 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,
registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $170,973; (v) depreciation and
amortization of $93,472; (vi) general and administrative expenses of $1,438,464, consisting of payroll and related taxes, travel, meals
and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation of
$4,581,921 consisting primarily of the fair value of options and warrants; (viii) an impairment to a promissory note of $1,000,000; and
(ix) an impairment to Intellectual Property of $1,475,000.

 Other
income and expense

 Other
income and expense for the year ended December 31, 2023, included realized gains of $244,504 on the sale of marketable securities
and $1,511,488 of unrealized losses on unsold marketable securities, unrealized loss of $864,418 on equity investment, net interest
expense of $114,093 and other income of $23,308, compared to net interest expense of $1,284,664, which includes $1,104,477 fair
value of warrants and net other income of $790 for the year ended December 31, 2022.

 Income
and loss from discontinued operations

 For
the year ended December 31, 2023 and 2022, The Company had losses from discontinued operations of $261,528 and income of $344,172, respectively.

 Income/Losses

 Net
losses were $15,083,041 and $15,223,028 for the years ended December 31, 2023 and 2022, respectively.

 Impact
of Inflation

 We
believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases
in the cost of operations by increasing sales and improving operating efficiencies.

 Off
Balance Sheet Arrangements

 We
do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known
as "variable interest entities."

 Liquidity
and Capital Resources

 The
Company is in commercialization mode, while continuing to pursue the development of its next generation products as well as new products
that are being developed.

 We
generally require cash to:

 launch
 sales initiatives,

 fund
 our operations and working capital requirements,

 develop
 and execute our product development and market introduction plans,

 fund
 research and development efforts, and

 pay
 any expense obligations as they come due.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable to a smaller reporting company.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our
financial statements and corresponding notes thereto called for by this item may be found beginning on page F-1 of this Annual Report
on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management,
including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control
objectives. 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.

 At
the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and principal financial officer, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer
and principal financial officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information
required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including
our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently
performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by
a more complex entity.

 Management's
Report on Internal Control over Financial Reporting

 Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section
13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or
under the supervision of, the Company's principal financial officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with
U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management
and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on the financial statements.

 As
of December 31, 2023, management conducted an assessment of the effectiveness of the Company's internal control over financial
reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
(COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Company's internal control
over financial reporting was ineffective as of December 31, 2023.

 This
Report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting as smaller reporting companies are not required to include such report and EGC's are exempt from
this requirement entirely until they are no longer an EGC. Management's report is not subject to attestation by the Company's
independent registered public accounting firm.

 Limitations
on the Effectiveness of Controls

 Management
has confidence in its internal controls and procedures. The Company's management believes that a control system, no matter how
well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation
in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.

 Changes
in Internal Controls

 There
were no changes in the Company's internal controls over financial reporting that occurred during the fiscal year ended December
31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 Internal
control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to
be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls
are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

 Name

 Age

 Position(s)

 John
 Gulyas

 Chairman
 and Director

 Danielle De Rosa

 Chief
 Financial Officer

 Boon

 Chief
 Executive Officer and Director

 Richard
 Pascucci

 Nancy
 Torres Kaufman

 Christopher
 Marc Melton

 Jordan Schur

 Director and President

 David J. Long

 David Sandler

 Chief Operating Officer

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

 Nancy
Torres Kaufman, Director, has served as one of our directors since January 2021. Ms. Kaufman is the Chairman and CEO of Beacon Capital
LLC, a New York family office, recently relocated to Jupiter, Florida. Ms. 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.

 Christopher
Marc Melton, Director, has served as one of our directors since August 2019. Mr. Melton has served as director of SG Blocks, Inc.
since November of 2011 and currently serves as the Audit Committee Chairman. From 2000 to 2008, Mr. Melton was a Portfolio Manager for
Kingdon Capital Management ("Kingdon") in New York City, where he ran in excess of $1 Billion book in media, telecom, and
Japanese investment. Mr. Melton opened Kingdon's office in Japan, where he set up a Japanese research company. From 1997 to 2000,
Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion
plus in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997.
Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor. He currently serves on several Public and
Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

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. 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, Boon founded SW Promotions, a marketing and advertising company. SW Promotions and its 400 employees were
acquired by one of its publicly traded partners.

 Richard
Pascucci, Director, has over 20 years of experience in the beverage industry. Since May 2018 Mr. Pascucci has been working as the
founder and owner of Black Apple Group, LLC, a consulting group specializing in strategy, brand marketing, business intelligence, business
insights and category development. Since May 2017, Mr. Pascucci has been working as the Beverage Consultant at Pascucci Enterprise, wherein
he is responsible for the company's key strategic areas, while identifying and delivering key projects and priorities. Between
May 2011 and May 2017, Mr. Pascucci worked as the Chief Growth Officer and the VP of Business Development at Pabst Brewing Company. Mr.
Pascucci has bachelors in arts from St. Joseph's University, Philadelphia.

 John
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. From October
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.

 Danielle De
Rosa, Chief Financial Officer, has over 25 years of experience in all aspects of financial services and operational functions.
Ms. 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. Ms. Rosa moved all around the U.S. and has a Master of Business Management and a Bachelor of Science in Accounting.
Ms. De Rosa is a Harvard graduate in risk management and financial leadership as well.

 David
Long, Director, 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. From June 2008 to June 2007 Mr. Long served as the Developer and Owner of European
Wax Center. Mr. 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.

 David
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. Since May 2019 David has been serving as chief operations officer at Elite Beverage. From October 2016 to October 2019, David served
as the chief operations officer at ProSupps USA, LLC.

 Jordan
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.

 Term
of Office

 Our
Board is elected annually by our stockholders. Each director shall hold office until a successor is duly elected and qualified or until
his or her earlier death, resignation or removal.

 Family
Relationships

 There
are no family relationships among and between the issuer's directors, officers, persons nominated or chosen by the issuer to become
directors or officers, or beneficial owners of more than ten percent of any class of the issuer's equity securities.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock,
to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant
to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting
persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2022.

 Board
Composition

Independence

 Our
business and affairs are managed under the direction of our Board, which consist of seven members. Under Nasdaq rules, independent directors
must comprise a majority of a listed company's board of directors, subject to certain exceptions. In addition, Nasdaq rules require
that each member of a listed company's audit, compensation and nominating and governance committees be independent, subject to
certain phase-ins for newly-public companies. Under Nasdaq rules, a director will only qualify as an "independent director"
if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director.

 Audit
committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered
independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the
audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or
other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any
of its subsidiaries.

 Our
Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon
information requested from and provided by each director concerning his or her background, employment and affiliations, including family
relationships, our Board has determined that Ms. 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.

 In
making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all
other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our
capital stock by each non-employee director.

 Board
Diversity

 The
table below provides certain information regarding the diversity of our board of directors as the date of this annual report.

 Board
 Diversity Matrix

 Country
 of Principal Executive Offices:

 United
 States

 Foreign
 Private Issuer

 No

 Disclosure
 Prohibited under Home Country Law

 N/A

 Total
 Number of Directors

 Female

 Male

 Non-Binary

 Did
 Not Disclose Gender

 Part
 I: Gender Identity

 Directors

 Part
 II: Demographic Background

 Underrepresented
 Individual in Home Country Jurisdiction

 N/A

 LGBTQ+

 [*]

 Did
 Not Disclose Demographic Background

 [*]

 Our
Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and
industry with a reputation for integrity. Our Board does not have a formal policy concerning diversity and inclusion but is in the process
of establishing a policy on diversity. Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate
Governance Committee considers when recommending director nominees to our Board. Further, our Board is committed to actively seeking
highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates
are selected. Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,
leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,
based upon the contributions they can make to our Company. While the Board has continued its efforts to identify candidates that have
such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite
professional experience.

 Board
Committees

 Our
Board has established Audit, Compensation, and Nominating and Corporative Governance Committees. Our Board may establish other committees
to facilitate the management of our business. The composition and functions of the audit committee, compensation committee and nominating
and corporate governance committee are described below. Members will serve on committees until their resignation or removal from the
Board or until otherwise determined by our Board.

 Audit
Committee

 Our
audit committee consists of Mr. Melton, Mr. Boon and Ms. Kaufman, with Mr. Melton serving as the chairman. Our Board has determined that
Mr. Melton is an "audit committee financial expert" within the meaning of the SEC regulations. Our Board has also determined
that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.
In arriving at these determinations, the Board has examined each audit committee member's scope of experience and the nature of
their employment in the corporate finance sector. The functions of this committee include:

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

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

 discussing
 the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the
 independent accountants, our interim and year-end operating results;

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

 our policies on risk assessment and risk management;

 related party transactions;

 obtaining
 and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control
 procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;
 and

 approving
 (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to
 be performed by the independent registered public accounting firm.

 Compensation
Committee

 Our
compensation committee consists 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;

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

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

 administering
 our stock and equity incentive plans;

 selecting
 independent compensation consultants and assessing conflict of interest compensation advisers;

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

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

 Nominating
and Corporate Governance Committee

 Our
nominating and corporate governance committee consists of Messrs. Melton and Boon with Boon serving as the chairman. The functions of
the nominating and governance committee will include:

 identifying
 and recommending candidates for membership on our Board;

 including
 nominees recommended by stockholders;

 and recommending the composition of our committees;

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

 making
 recommendations to our Board concerning governance matters.

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

 Board
Leadership Structure and Role in Risk Oversight

 Our
Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant
risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board's appetite
for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe
this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure
supports this approach.

 Our
amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of
the Board and Chief Executive Officer. The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in
recognition of the differences between the two roles. Our Chief Executive Officer, who is also a member of our Board, is responsible
for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of
the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board
and tries to reach a consensus on Board decisions. Although these roles are currently separate, the Board believes it should be able
to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders,
and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board.

 Clawback
Policy

 On
December 1, 2023, the Board adopted the Safety Shot, inc. Clawback Policy (the "Clawback Policy"), effective December 1,
2023, providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in
the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct
an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error
were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy has been filed herewith,
as exhibit 99.1.

 Insider
Trading Policies

 We
have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,
and employees. A copy of the Insider Trading Policy has been filed herewith, as exhibit 99.2.

 Code
of Ethics

 We
have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar
functions. A copy of that code is attached as Exhibit 14.1 to the Registration Statement of which this prospectus forms a part thereof.
We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

 Corporate
Governance Guidelines

 We
have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.
These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,
director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer,
meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors,
director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior
management and management succession planning. A copy of our corporate governance guidelines is attached hereto as Exhibit 14.2 to the
Registration Statement of which this prospectus forms a part thereof.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, except as set forth in the biography of Brian John, our directors and executive officers have not been involved in any
of the following events during the past ten years:

 1.
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;

 2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses);

 3.
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;

 4.
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;

 5.
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; or

 6.
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

 Based
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
the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis
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.

 ITEM
11. EXECUTIVE COMPENSATION

 No
compensation was paid to our principal executive officer and our two other most highly compensated executive officers during the fiscal
years indicated below.

 Name
 and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 All
 Other Compensation ($) (5)

 Total
 Compensation ($)

 Brian
 S. John (1)(4)(5)

 2022

 $
 250,000

 $
 293,122

 $

 $

 $

 $
 543,122

 Chief Executive Officer

 2023

 $
 293,958

 $
 159,000

 $
 -

 $

 $

 $
 477,958

 Richard Miller (2)

 2022

 $
 175,000

 $
 218,122

 $

 $

 $

 $
 393,172

 Former Chief Compliance
 Officer

 2023

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $
 -

 Dr.
 Glynn Wilson (3)(4)

 2022

 $
 150,000

 $
 150,000

 $

 $

 $

 $
 300,000

 Chairman of the Board and
 Chief Science Officer

 2023

 $
 179,375

 $
 —

 $
 -

 $

 $

 $
 204375

 Markita Russell

 Chief Financial Officer

 2023

 $
 93,750

 1.

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

 2.

 Mr.
 Miller is no longer an officer of the Company.

 3.

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

 4.

 Mr.
 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.

 5.

 Mr.
 John's employment agreement calls for a bonus on investments made by the Company. In 2023, Mr. 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
 Inc. related to the sale of SRM Entertainment Ltd.

Agreements with Named Officers

 On
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.
Mr. 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. Mr. 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.

 On
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. Mr. Boon shall be paid a salary of $150,000 (the " Base Salary "), with such Base Salary increasing
by 5% for each renewal term. Mr. 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. Mr. 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.

 On
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. Mr. 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. Mr. 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.

Agreements with Senior Management

 On
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. Mr. 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.

2020, Dr. Wilson was issued 500,000 shares of the Company's common stock representing the 300,000 shares due for 2019 and 200,000
shares due for 2020.

 Stock
Incentive Plan

 On
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.

 On
September 14, 2022, and December 22, 2022, our Board of Directors and majority shareholders, respectively, approved the Safety Shot,
Inc. 2022 Equity Incentive Plan (the "2022 Plan"), to be administered by the our Compensation Committee. Pursuant to the
2022 Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants. The purchase
price of each share of common stock purchasable under an award issued pursuant to the 2022 Plan, shall be determined by our Compensation
Committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock
on the date the award is granted, subject to adjustment. Our Compensation Committee shall also have sole authority to set the terms of
all awards at the time of grant. Pursuant to the 2022 Plan, a maximum of 4,000,000 shares of our common stock shall be set aside and
reserved for issuance, subject to adjustments as may be required in accordance with the terms of the 2022 Plan.

 On
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.

 Name

 Options

 Price

 Term

 Brian S John

 1,050,000

 $
 0.836

 Dr. Glynn Wilson

 1,050,000

 $

 Doug McKinnon

 500,000

 $

 Christopher Melton

 50,000

 $

 Dr. Skander Fani

 50,000

 $

 Nancy Torres Kauffman

 50,000

 $

 Gary Hermann

 50,000

 $

 In
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. Michelle
Basantes, George Hall, and Dr. Hector Alia.

 Subsequent
to December 31, 2023, Mr. Guylas and Mr. Boon each purchased 1,050,000 of the above referenced options each from Mr. John and Dr. Wilson.

 Outstanding
Equity Awards at Fiscal Year-End

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

Compensation

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

 Directors

 2023

 2022

 Brian John

 $

 -

 Dr. Skender Fani (former)

 $

 Glynn Wilson (former)

 $

 -

 Hector Alila (former)

 $

 Nancy Torres Kaufman

 $

 Christopher Melton

 $

 Gary Herman (former)

 $

 $
 175,000

 100,000

 Agreements
with Directors

 On
July 29, 2019 (the "Melton Execution Date"), we entered into an independent director's agreement with Christopher Melton,
pursuant to which Mr. Melton shall serve as one of our directors and our Audit Committee Chairperson (the "Melton Agreement").
Pursuant to the Melton Agreement, we shall pay Mr. Melton $1,000 per quarter, per annum. Additionally, we shall issue to Mr. Melton an
option to purchase 33,000 shares of our common stock on the Melton Execution Date and for each additional year Mr. Melton serves as a
director (the "Melton Options"). The Melton Options shall have a three (3) year term and an exercise price of $0.25 per share
and shall be issued on each anniversary date of his election.

 On
January 20, 2021 (the "Kaufman Execution Date"), we entered into an independent director's agreement with Nancy Torres
Kaufman, pursuant to which Ms. Kaufman shall serve as one of our directors and one of our audit committee members (the "Kaufman
Agreement"). Pursuant to the Kaufman Agreement, we shall pay to Ms. Kaufman as director's fee of $20,000 per annum. Additionally,
we issued to Ms. Kaufman an option to purchase 20,000 shares of our common stock on the Kaufman Execution Date and for each additional
year she serves as a director (the "Kaufman Options"). The Kaufman Options shall have a three (3) year term, an exercise
price equal to the current market price of the Company's common stock on the date of issuance, and shall be issued on each anniversary
date of her election.

 On
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 "). 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
Options "). 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.

 On
March 7, 2024, the Company entered into a director's agreement with Mr. Schur (the "Jordon Agreement"). Pursuant
to the Jordon Agreement, Mr. Schur is entitled to an annual salary of $25,000 per-annum, payable bi-monthly, and option to purchase
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.
Schur.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or
group beneficially owning more than 5% of any class of voting securities; (ii) our directors, and; (iii) each of our named executive
officers; and (iv) all executive officers and directors as a group as of March 28, 2024. The information presented below regarding beneficial
ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not
necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole
or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or
other right. More than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise indicated, the address
of all listed stockholders is c/o Safety Shot, Inc., 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477.

 of

 %
 of Shares of

 Stock

 Stock

 Beneficially

 Beneficially

 Name
 of Beneficial Owner

 Owned

 Owned

 Directors
 and Officers:

 Jordan
 Schur

 -

 -

 %

 Danielle
 De Rosa (1)

 Chief
 Financial Officer

 200,000

 0.37
 %

 Boon (2)

 Chief
 Operating Officer

 3,667,000

 6.80
 %

 John
 Gulyas (3)

 3,617,000

 6.71
 %

 Chairman
 and Director

 Richard
 Pascucci (4)

 100,000

 0.19
 %

 Nancy
 Kaufman (5)

 95,000

 0.18
 %

 David
 J. Long

 -

 -

 David
 Sandler

 Chief
 Operating Officer

 -

 -

 Christopher
 Melton (6)

 141,000

 0.26
 %

 All
 officers and directors (9 persons)

 7,820,000

 14.57
 %

 (1)
Includes 200,000 shares issuable upon exercise of options.

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

 (3)
Includes 1,950,000 shares issuable upon exercise of options.

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

 (5)
Includes 95,000 shares issuable upon exercise of options.

 (6)
Includes 141,000 shares issuable upon exercise of options.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 At
December 31, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC ("JWSL"), a limited liability company
formed for the purpose of sponsorship of Jupiter Wellness Acquisition Corp. ("JWAC"), a special purpose acquisition company
("SPAC") and a unconsolidated subsidiary. Mr. Brian John, our CEO, was the managing member of JWSL and 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: CJET) in exchange for its Loans. In August
2023, the Company receive 96,000 additional shares 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.

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

 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.

 On
December 9, 2022, The Company entered into a stock exchange agreement (the "Exchange Agreement") with SRM Entertainment,
Inc. ("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. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. 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.
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. 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
offering of its securities. During the nine months ended September 30, 2023, the Company accrued $55,847 interest expense on the Note.
The total balance of $1,538,520 ($1,482,673 note and $55,847 interest) due Jupiter was paid from proceeds SRM's Initial Public
Offering ("IPO") on August 14, 2023.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

 No
other fees were paid to M&K CPAS.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 EXHIBIT

 Exhibit No.

 Description

 (a)

 Exhibits.

 1.1

 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.

 3.1

 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.

 3.2

 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.

 3.3

 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.

 3.4

 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.

 3.5

 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.

 4.1

 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.

 4.2

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

 4.3

 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.

 4.4

 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.

 10.1

 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.

 10.2

 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.

 10.3

 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.

 10.4

 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).

 10.5

 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).

 10.6

 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.

 10.7

 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.

 10.8

 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.

 10.9

 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.

 10.10

 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.

 10.11

 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.

 10.12

 Sales
 Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc. and Ayako Holdings, Inc., incorporated by reference
 to Exhibit 10.12 of the Company's Registration Statement filed with the SEC on June 17, 2020.

 10.13

 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.

 10.14

 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.

 10.15

 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.

 10.16

 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.

 10.17

 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.

 10.18

 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.

 10.19

 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.

 14.1

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

 14.2

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

 21.1

 Subsidiaries of the Registrant

 23.1*

 Consent of M&K CPAS

 31.1*

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

 31.2*

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

 32.1*

 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. Section
 1350)

 32.2*

 Certification
 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 99.1*

 Claw Back Policy

 99.2*

 Insider Trading Policy

 *Filed
 herewith.

 SIGNATURES

 Pursuant
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.

 SAFETY SHOT, INC

 By:

 /s/
 Jarrett Boon

 Boon

 Chief
 Executive Officer and Director

 In
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.

 Signature

 Title

 Date

 /s/
 Jarrett Boon

 and Chief Executive Officer (principal executive officer)

 Boon

 /s/
 Danielle De Rosa

 Chief
 Financial Officer (principal financial and accounting officer)

 Danielle De Rosa

 /s/
 John Gulyas

 Chairman
 and Chief Science Officer

 John
 Gulyas

 /s/
 Christopher Marc Melton

 Christopher
 Marc Melton

 /s/
 Nancy Torres Kaufman

 April 1 2024

 Nancy
 Torres Kaufman

 /s/
 Jordan Schur

 Jordan Schur

 /s/
 Richard Pascucci

 Richard
 Pascucci

 /s/ David Long

 David Long

 SAFETY
SHOT, INC.

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders of Safety Shot, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Safety Shot, Inc. (the Company) as of December 31, 2023 and 2022, and the
related consolidated statements of operations, shareholders' equity, and cash flows for the two-year period ended December 31,
2023, 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.

 The
Company's Ability to Continue as a 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. 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.

 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.

 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 Matters

 The
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.

 Revenue
transactions and Improper Revenue Recognition

 As
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.

 /s/
 M&K CPAS, PLLC

 www.mkacpas.com

 We have served as the Company's auditor since
2019.

 The Woodlands, Texas

 F- 2

 Condensed
Consolidated Balance Sheets

 As
of December 31, 2023 and 2022

 2023

 2022

 Cash

 $
 3,833,349

 $
 1,477,552

 Marketable Securities

 842,976

 -

 795,824

 151,204

 Account receivable

 5,585

 26,440

 Prepaid expenses and deposits

 1,469,733

 116,389

 Investment in affiliates

 -

 2,909,674

 Loan receivable from SRM
 Entertainment Ltd

 -

 1,458,914

 Investment in SRM Entertainment,
 Inc

 657,183

 -

 Other current assets

 86,174

 -

 Current
 assets held for sale

 -

 611,316

 Total
 current assets

 7,690,824

 6,751,489

 Long-Term Assets

 Right of use assets

 479,027

 643,977

 Intellectual property,
 net

 4,511,057

 -

 Fixed assets, net

 28,272

 52,494

 held for sale

 -

 1,242,803

 Total
 assets

 $
 12,709,180

 $
 8,690,763

 Liabilities and Shareholders'
 Equity

 Accounts Payable

 $
 1,493,809

 $
 1,548,384

 Convertible notes

 1,500,000

 2,000,000

 Current portion of lease
 liability

 214,752

 164,170

 Accrued interest

 269,152

 110,905

 Accrued liabilities

 60,450

 41,326

 Covid - 19 SBA Loan

 48,974

 47,533

 Current
 liabilities held for sale

 -

 593,192

 Total
 current Liabilities

 3,587,137

 4,505,510

 Long-term portion lease
 liability

 304,907

 519,659

 Total
 liabilities

 3,892,044

 5,025,169

 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

 45,634

 22,339

 Additional paid-in capital

 73,726,987

 53,763,929

 Common stock payable

 725,230

 477,000

 Accumulated
 deficits

 ( 65,680,715
)

 ( 50,597,674
)

 Total
 Shareholders' Equity

 8,817,136

 3,665,594

 Total
 Liabilities and Shareholders' Equity

 $
 12,709,180

 $
 8,690,763

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

 F- 3

 Condensed
Consolidated Statement of Operations

 For
the Years Ended December 31, 2023 and 2022

 2023

 2022

 Revenue

 Sales

 $
 202,670

 $
 120,627

 Cost of Sales

 277,127

 325,169

 Gross
 profit (loss) from continuing operations

 ( 74,457
)

 ( 204,542
)

 Operating expense

 General and administrative
 expenses

 12,524,869

 11,628,784

 Impairment of Intangibles

 -

 1,450,000

 Impairment
 of Promissory Note

 -

 1,000,000

 Total operating expenses

 12,524,869

 14,078,784

 Other income / (expense)

 Interest income

 57,340

 1,704

 Interest expense

 ( 171,433
)

 ( 1,286,368
)

 Other income / (expense)

 ( 1,243,676
)

 Unrecognized
 gain / (loss) on equity investment

 ( 864,418
)

 -

 Total
 other income (expense)

 ( 2,222,187
)

 ( 1,283,874
)

 Net (loss) from continuing

 $
 ( 14,821,513
)

 $
 ( 15,567,200
)

 Income (loss) from discontinued

 ( 261,528
)

 344,172

 Net
 (loss)

 $
 ( 15,083,041
)

 $
 ( 15,223,028
)

 Net (loss) per share:

 Basic

 $
 ( 0.49
)

 $
 ( 0.69
)

 Weighted average number of shares

 Basic

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

 F- 4

 Condensed
Consolidated Statement of Changes in Shareholders' Equity

 For
the Years Ended December 31, 2023 and 2022

 Payable

 Capital

 Deficits

 Total

 Treasury

 Stock

 Stock

 Additional
 Paid-In

 Accumulated

 Payable

 Capital

 Deficits

 Total

 Balance,
 December 31, 2021

 -

 -

 24,046,001

 $
 24,046

 $
 285,000

 $
 51,668,019

 $
 ( 35,374,646
)

 $
 16,602,419

 Shares issued for services

 -

 -

 925,000

 -

 861,200

 -

 862,125

 Treasury shares purchased

 2,825,617

 ( 2,880,045
)

 ( 2,825,617
)

 ( 2,825
)

 -

 2,825

 -

 ( 2,880,045
)

 Treasury shares cancelled

 ( 2,825,617
)

 2,880,045

 -

 -

 -

 ( 2,880,045
)

 -

 -

 Shares issued in
 connection with convertible promissory note

 -

 -

 250,000

 -

 277,250

 -

 277,500

 Fair value of warrants
 issued and issue discounts with
 convertible note

 -

 -

 -

 -

 -

 1,644,194

 -

 1,644,194

 Stock options issued for

 services

 -

 -

 -

 -

 -

 142,169

 -

 142,169

 Common Stock to be issued
 for services

 -

 -

 -

 -

 192,000

 -

 -

 192,000

 Management common shares
 cancelled

 -

 -

 ( 56,496
)

 ( 57
)

 -

 -

 -

 Fair value of Stock options
 granted to Officers and Directors

 2,048,270

 2,048,270

 Net
 loss

 -

 -

 -

 -

 -

 -

 ( 15,223,028
)

 ( 15,223,028
)

 December 31, 2022

 -

 -

 22,338,888

 $
 22,339

 $
 477,000

 $
 53,763,929

 $
 ( 50,597,674
)

 $
 3,665,594

 -

 -

 22,338,888

 $
 22,339

 $
 477,000

 $
 53,763,929

 $
 ( 50,597,674
)

 $
 3,665,594

 Shares issued in Public
 Offering

 -

 -

 4,315,787

 4,316

 -

 3,446,359

 -

 3,450,675

 Shares issued -payable
 for services

 -

 -

 1,675,000

 1,675

 -

 676,259

 -

 677,925

 Shares issued for services and stock payable

 -

 -

 300,000

 248,230

 191,700

 -

 440,230

 Purchase of intangible
 asset

 -

 -

 5,000,000

 5,000

 -

 2,463,500

 -

 2,468,500

 Warrant conversions
 related to offerings

 -

 -

 10,266,845

 10,267

 -

 8,877,570

 -

 8,887,837

 Warrant conversions related to promissory notes

 -

 -

 1,200,000

 1,200

 -

 1,117,200

 -

 1,118,400

 Deconsolidation of SRM
 Entertainment and change to equity method of accounting

 -

 -

 -

 -

 -

 551,757

 -

 551,757

 Fair value of price reduction
 on conversion price for notes and warrants

 -

 -

 -

 -

 -

 1,120,333

 -

 1,120,333

 Fair value of options granted
 to employees

 -

 -

 -

 -

 -

 39,444

 -

 39,444

 Fair value of warrants
 granted for services

 -

 -

 -

 -

 -

 364,960

 -

 364,960

 Promissory note conversion

 537,634

 499,463

 500,000

 Fair value of warrants
 granted for services

 545,703

 545,703

 Fair value of options granted for services

 68,819

 68,819

 Net
 Loss

 -

 -

 -

 -

 -

 -

 ( 15,083,041
)

 ( 15,083,041
)

 December 31, 2023

 -

 -

 45,634,154

 $
 45,634

 $
 725,230

 $
 73,726,987

 $
 ( 65,680,715
)

 $
 8,817,136

 -

 -

 45,634,154

 $
 45,634

 $
 725,230

 $
 73,726,987

 $
 ( 65,680,715
)

 $
 8,817,136

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

 F- 5

 Condensed
Consolidated Statement of Cash Flows

 For
the Years Ended December 31, 2023 and 2022

 2023

 2022

 Cash flows from continuing operating activities:

 Net (loss)

 $
 ( 14,821,513
)

 $
 ( 15,567,200
)

 Depreciation & Amortization

 214,142

 20,589

 Gain on sale of fixed assets

 ( 23,308
)

 ( 3,702
)

 Fair value of stock-based compensation

 1,118,155

 3,244,564

 Fair value of options issued
 for services

 108,263

 -

 Fair value of warrants
 issued for services

 910,663

 -

 Amortization of debt discount

 -

 1,104,477

 Intangible asset impairment

 -

 1,875,000

 Loss on extinguishment

 1,120,333

 937,207

 Unrealized gain/loss on
 equity investment

 864,418

 -

 Realized gain/loss on sale
 of marketable securities

 ( 238,834
)

 -

 Unrealized loss on marketable
 securities

 1,511,488

 -

 Impairment of secured promissory
 note

 -

 1,000,000

 Bad debt expense

 7,022

 -

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

 Prepaid expenses and deposits

 ( 1,045,861
)

 ( 50,463
)

 Right of Entry asset

 164,950

 153,334

 Accounts receivable

 367,024

 ( 19,889
)

 ( 608,004
)

 97,580

 Other assets

 ( 86,174

 -

 Accounts payable

 ( 255,750
)

 838,355

 Accrued liabilities

 141,842

 52,304

 Lease
 liability

 ( 164,170
)

 ( 130,234
)

 Net cash (used in) continuing
 operating activities

 ( 10,715,314
)

 ( 6,448,078
)

 Cash flows from discontinued operating activities:

 Income (loss) from discontinued

 ( 261,528
)

 344,172

 Reclassification
 of assets and liabilities to held for sale

 863,065

 ( 271,722
)

 Cash provided from discontinued

 601,537

 72,450

 Cash flows from investing activities:

 Cash paid for purchase
 of assets

 ( 106,153
)

 ( 10,707
)

 Cash paid for research
 agreement

 -

 ( 1,500,000
)

 Cash paid for marketable
 securities

 ( 545,130
)

 -

 Cash paid for purchase
 of intangible assets

 ( 2,200,000
)

 -

 Cash paid for SRM Inc.

 ( 390,478
)

 -

 Cash received from SRM Ltd. loan repayment

 1,534,814

 -

 Cash received for sale of marketable securities

 869,834

 -

 Net change to value of
 marketable securities

 467,966

 -

 Cash loaned to third party

 -

 1,000,000

 Proceeds
 from sale of assets

 39,100

 43,000

 Net cash (used in) investing
 activities

 ( 330,047
)

 ( 2,467,707
)

 Cash flows from financing activities:

 Shares issued for cash

 13,456,912

 -

 Cash paid for Treasury
 Stock

 -

 ( 2,880,045
)

 Proceeds from Promissory
 notes

 -

 1,880,000

 Loans to affiliates

 ( 699,952
)

 ( 1,374
)

 Borrowings on debt

 199,097

 284,979

 Payments
 on debt

 ( 156,436
)

 ( 187,711
)

 Net cash (used in) provided
 by financing activities

 12,799,621

 ( 904,151
)

 Net increase (decrease) in cash and cash
 equivalents

 2,355,797

 ( 9,747,486
)

 Cash and cash equivalents
 at the beginning of the period

 1,477,552

 11,225,038

 Cash and cash equivalents
 at the end of the period

 $
 3,833,349

 $
 1,477,552

 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

 $
 -

 $
 706,977

 Reclassification of Held
 to Maturity investments to Marketable Securities

 $
 3,417,100

 $
 -

 Shares issued from stock
 payable for services

 $
 192,000

 $
 -

 Shares issued for GBB asset
 purchase

 $
 2,468,500

 $
 -

 Reclassification for SRM
 Ltd deconsolidation

 $
 146,800

 $
 -

 Conversion of promissory
 note for common stock

 $
 500,000

 $
 -

 Common stock issued in
 connection with promissory notes

 $
 -

 $
 277,500

 Treasury shares cancelled

 $
 -

 $
 2,880,045

 Cancellation of shares
 issued to management

 -

 $

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

 F- 6

 Notes
to Financial Statements

 For
the Years Ended December 31, 2023 and 2022

 Note
1 - Organization and Business Operations

Shot Inc. (NASDAQ: 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. 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. The Company will continue its current products line as an operating division and is committed to supporting
health and wellness by developing innovative solutions to a range of conditions. We take pride in our research and development of over-the-counter
(OTC) products and intellectual property, which aim to address some of the most prevalent health and wellness concerns today. Our product
pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and sexual wellness products,
that cater to different health and wellness needs. We are dedicated to staying up-to-date with the latest scientific research and technology,
ensuring that our products are effective, safe, and meet the highest industry standards.

 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, as well as licensing royalties. 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.

 Going
Concern Consideration

 As
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.

 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.

 F- 7

 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

 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

 The
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. Effective August
14, 2023, the Company sold SRM Entertainment Ltd, ("SRM") a wholly owned subsidiary. Financial statements preceding the effective
date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations
of SRM are reflected a discontinued operation.

 Equity
Method for Investments

in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted
for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in
joint ventures in the accompanying consolidated balance sheets. The Company's share of the profits and losses from these investments
is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors
its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating
performance of the investees and records reductions in carrying values when necessary.

 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 purchase.

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 or loss.

 Emerging
Growth Company Status

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities
Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.

 F- 8

 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.

 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, 2023 and 2022.

 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
for as hold-to- maturity investments ("HTM"). HTM investments are carried at amortized cost in the financial statements.
For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

and liabilities Held for Sale

 On
December 9, 2022, The Company entered into a stock exchange agreement (the "Exchange Agreement") with SRM Entertainment,
Inc. ("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. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. 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.
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.

 F- 9

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

 At
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.

 The
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

 2023

 2022

 December 31,

 2023

 2022

 Cash

 $
 -

 $
 453,516

 -

 290,200

 Account receivable

 -

 621,090

 Prepaid expenses and deposits

 -

 697,725

 Investment in Affiliate

 -

 7,699

 Loan to SRM

 -

 ( 1,458,914
)

 Total current asset held
 for sale

 -

 611,316

 Intangible assets

 -

 291,533

 -

 941,937

 FF&E

 -

 9,333

 Assets held for sale

 -

 1,242,803

 Total
 assets

 $
 -

 $
 1,854,119

 Accounts Payable

 $
 -

 $
 378,804

 Accrued liabilities

 -

 214,388

 Total
 current Liabilities

 $
 -

 $
 593,192

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

 2023

 2022

 For
 the Year ended December 31,

 2023

 2022

 Sales

 $
 3,901,162

 $
 6,076,116

 Cost of Sales

 3,064,376

 4,845,217

 Gross profit

 836,786

 1,230,899

 Operating expense

 636,937

 887,495

 Other (income) expense

 461,377

 ( 768
)

 Total expenses

 1,098,314

 886,727

 Net
 income (loss) from discontinued operations

 $
 ( 261,528
)

 $
 344,172

 Trading

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.

 F- 10

 Net
Loss per Common Share

 Net
income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income
(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during
the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such
as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share.
As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the
potential common shares would be to decrease the loss per share.

of Net Loss per Common Share

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 Numerator:

 Net
 (loss)

 $
 ( 15,083,041
)

 $
 ( 15,223,028
)

 Denominator:

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

 Denominator
 for diluted earnings per share

 Basic (loss) per share

 $
 ( 0.49
)

 $
 ( 0.69
)

 Diluted (loss) per share

 $
 ( 0.49
)

 $
 ( 0.69
)

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value
Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.

 Revenue
Recognition

 The
Company generates its revenue from the sale of its products directly to the end user or 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 fulfills its obligations under each of its agreements:

 identify
 the contract with a customer;

 identify
 the performance obligations in the contract;

 determine
 the transaction price;

 allocate
 the transaction price to performance obligations in the contract; and

 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.

 F- 11

 Accounts
Receivable and Credit Risk

 Accounts
receivable are generated from sales of the Company's products. The Company provides an allowance for doubtful collections, which
is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year
ended December 31, 2023 and 2022, 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.

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
value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to
its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered
impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating
results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

 We
conducted an evaluation of our goodwill as of December 31, 2022 and there was no impairment in the year ended December 31, 2022. Dring
the year ended December 31, 2023, the Company spun-off its wholly-owned subsidiary SRM Entertainment Ltd. which was the source for its
goodwill. As a result, the Company had no goodwill at December 31, 2023. (see Note 8).

 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.

 The
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.

 Foreign
Currency Translation

and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts
are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates.
Cumulative gains and losses from foreign currency transactions and translation for the years ended December 31, 2023 and 2022 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.

 F- 12

 Stock
Based Compensation

 The
Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 "Compensation - Stock Compensation"
("ASC 718"). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements
based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured
on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the
option grant.

 On
October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements
to Nonemployee Share-Based Payment Accounting." 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.

 Income
Taxes

 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,
the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income
tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes
to its financial position. The Company's policy for recording interest and penalties associated with audits is to record such items
as a component of income tax expense.

 The
Company's deferred tax asset at December 31, 2023 and 2022 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.

 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; b. 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; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that
are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties
with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other
to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties
that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests.

 F- 13

 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:
a. the nature of the relationship(s) involved; b. 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; c. 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; and d. 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

 Certain
current and prior period balances have been adjusted to reflect current period presentation.

 Recent
Accounting Pronouncements

 In
June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments
specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed
in a grantor's own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter
of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted
this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company's results
of operations, financial condition, cash flows, and financial statement disclosures.

 In
February 2016, Topic 842, "Leases" was issued to replace the leases requirements in Topic 840, "Leases". The
main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases
classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments
(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with
a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize
lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a
straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.
Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual
periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard
has not had a significant impact on the Company's results of operations, financial condition, cash flows, and financial statement
disclosures.

 Note
3 - Accounts Receivable

 At
December 31, 2023 and 2022, the Company had accounts receivable of $ 5,585 and $ 26,440, respectively.

 Note
4 - Prepaid Expenses and Deposits

 At
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.

 Note
5 - Inventory

 At
December 31, 2023 and 2022, the Company had inventory of $ 795,824 and $ 151,204, consisting of finished goods, raw materials and packaging
supplies.

 F- 14

 Note
6 - Marketable Securities

 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. Mr. 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: CJET) in exchange for its Loans. 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.

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.

 Note
7 - Investment in and Loans to Affiliates

 On
December 9, 2022, The Company entered into a stock exchange agreement (the "Exchange Agreement") with SRM Entertainment,
Inc. ("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. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. 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.
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. 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
offering of its securities. During the nine months ended September 30, 2023, the Company accrued $ 55,847 interest expense on the Note.
The total balance of $ 1,538,520 ($ 1,482,673 note and $ 55,847 interest) due Jupiter was paid from proceeds SRM's Initial Public
Offering ("IPO") on August 14, 2023.

the year ended December 31, 2023, the Company began discussions with Colorado-based Elite Health Partners Inc. ("Elite")
regarding a license and sale of its legacy Jupiter Wellness assets. In connection with these discussions the Company advanced Elite
$ 200,000. At December 31, 2023, the Company determined that the advance should be
impaired.

 At
December 31, 2022, the Company had loans totaling $ 9,073 to an affiliate. There were no loans at December 31, 2023.

 F- 15

 Note
8 - Note Receivable

 On
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
NFP. 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.

 In
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.

 Note
9 - Intangible Assets

 SRM
Entertainment

 In
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

 $
 437,300

 941,937

 Total

 $
 1,379,237

 The
Distribution Agreements have an estimated life of six years and Goodwill has an indefinite life and will be reviewed at each subsequent
reporting period to determine if the assets have been impaired.

 Effective
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. The deconsolidation produced a loss to the Company of $ 409,549. The Company currently owns 48 % of SRM
Inc. (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

 Goodwill and Intangibles

 $
 1,042,151

 Net assets of SRM Ltd at deconsolidation

 189,866

 Equity of SRM Ltd

 698,557

 Effect of deconsolidation

 1,930,574

 Fair value of Consideration

 ( 1,521,025
)

 Loss on deconsolidation

 $
 ( 409,549
)

of Changes to Equity Method Investment

of Asset Value

 Fair value of Consideration

 $
 1,521,025

 Equity in SRM losses

 ( 864,418
)

 $
 657,183

 Licensing
agreements

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
stock. In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated license
to be impaired and took a charge 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.

 F- 16

 Clinical
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
was $ 0.

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 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
$ 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).

 The
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:

 Summary of Transaction and Carrying Value

 Purchase price:

 Allocation of Purchase
 price:

 Cash

 $
 2,200,000

 Patents

 $
 4,668,500

 Fair
 value of stock issued

 2,468,500

 Amortization

 ( 55,593
)

 $
 4,668,500

 $
 4,559,552

 Note
10 - Accrued Interest and Other Accrued Liabilities

 At
December 31, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $ 269,152 and $ 110,905, respectively.

 At
December 31, 2023 and December 31, 2022, the Company had accrued liabilities totaling $ 60,450 and $ 41,326, respectively.

 Note
11 - Convertible Notes Payable

 On
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
"Notes"). In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000
shares of the Company's common stock (the "Warrants"). The Notes originally had a maturity date of October 20, 2022,
but has been extended to January 31, 2024. 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.

 F- 17

 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, 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. The fair value of the additional shares underlying
the Note conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation
model. The fair value of the conversion feature totals $ 923,603 and the fair value of the warrants totals $ 196,730. The total loss on
extinguishment of $ 1,120,333 has been included in other gains and losses.

 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.

 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, 2023 and 2022:

of Convertible promissory Notes

 Principal Balance, December 31, 2021

 $
 -

 Issuance
 of the Notes

 2,000,000

 Principal Balance, December 31, 2022

 $
 2,000,000

 Conversion of one of
 the notes

 ( 500,000
)

 Principal Balance,
 December 31, 2023

 $
 1,500,000

 Note
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"),
which is administered through the Small Business Administration ("SBA"). During 2021, the SBA notified the Company that the
terms of the EIDL are a term of 30 years and an interest rate of 3.75 %. The balance of the EIDL at December 31, 2023 and 2022 was $ 48,974
and $ 47,533, respectively.

 Note
13 - Capital Structure

 Preferred
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.

Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001. As of
December 31, 2023 and 2022, there were 45,634,154 and 22,338,888 shares of common stock issued and outstanding, respectively.

 F- 18

 Year
ended December 31, 2022 issuances

 Treasury
Shares Purchased

 In
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.

 Share
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.

 Management
return and cancellation of shares

 On
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). On
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
Plan. 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.

 Year
ended December 31, 2023 issuances:

issued in Public Offering

 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
$ 0.001 (the "Common Stock"), at a price of $ 0.70 per share were issued to the purchasers (the "RD Offering").
The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission
(the "Commission") on September 28, 2022 (File No. 333- 267644) and declared effective on November 9, 2022. The aggregate
gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $ 4.1 million, with the purchase price
of one share, one 3-year warrant and one 5-year warrant as $ 0.95. The net proceeds were $ 3,450,675.

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. The Company recognized $ 677,925 as stock-based compensation in the year ended December
31, 2023.

 F- 19

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

 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

 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. The Company received $ 1,118,400 for the exercise.

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 exercise.

 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.

 The
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

 Balance December 31, 2021

 24,046,001

 Public
 offering

 issued for stock payable

 Shares issued for services

 925,000

 Loan origination shares
 for promissory note

 250,000

 Shares repurchased from
 the market

 ( 2,825,617
)

 Management shares
 cancelled

 ( 56,496
)

 Balance December 31, 2022

 22,338,888

 Public offering

 4,315,787

 Shares issued for stock
 payable

 300,000

 Shares issued for services

 1,675,000

 Stock issued for asset
 purchase

 5,000,000

 Stock issued for conversion
 of warrants related to Notes

 1,200,000

 Stock issued in connection
 with note conversion

 537,634

 Stock
 issued for conversion of warrants related to IPO

 10,266,845

 Balance December 31,
 2023

 45,634,154

 F- 20

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
component. 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
for inducement for $ 326,730 and three agreements for services totaling $ 113,500. The balance at December 31, 2023 was $ 725,230.

 Note
14 - Warrants and Options

 Warrants

 Convertible
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

 Reporting
 Date

 Relative
 Fair
 Value

 Term
 (Years)

 Price

 Market
 Price on Grant Date

 Volatility
 Percentage

 Risk-free
 Rate

 5/5 to 5/28/21

 $
 308,231

 6.00

 $
 3.78 - 3.99

 283 - 280
 %

 0.0217

 04/20/22

 $
 706,977

 $
 2.79

 $
 1.11

 %

 0.0287

 11/11/22

 $
 937,207

 $
 1.00

 $
 1.28

 %

 0.0432

 PIPE
Warrants: On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the "PIPE Agreement")
with certain purchasers, for the issuance of 9,260,361 common stock warrants (the "PIPE Offering") at a price of $ 0.125 per
warrant, comprised of two common stock warrants (the "Common Warrants,"), each to purchase up to one share of Common Stock
per Common Warrant with an exercise price of $ 1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three
years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five
years following 6 months from the closing of the PIPE Offering. On February 15, 2023, the Company filed an S-1 Registration Statement
(File No. 333-269794) covering the underlying shares of the Warrants.

of Fair Value Using Black Scholes Method

 Reporting
 Date

 Relative
 Fair
 Value

 Term
 (Years)

 Price

 Market
 Price on Grant Date

 Volatility
 Percentage

 Risk-free
 Rate

 01/23/23

 $
 2,311,614

 $
 1.00

 $
 0.65

 %

 0.0388

 01/23/23

 $
 2,602,996

 $
 1.00

 $
 0.65

 %

 0.0361

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

 Term (Years)

 Exercise Price

 Market Price on Grant Date

 Volatility Percentage

 Risk-free
 Rate

 08/10 - 08/21/23

 $
 364,960

 $
 1.00 - 1.40

 $
 0.87 - 1.18

 %

 0.0421 - 0465

 10/05/23

 $

 545,703

 $
 1.00 - 6.00

 $
 1.05

 %

.0468

 F- 21

 The
following tables summarize all warrants outstanding as of December 31, 2023 and 2022, and the related changes during the period.

price is the weighted average for the respective warrants at end of period.

of Warrant Outstanding

 Number
 of
 Warrants

 Price

 Balance at December 31, 2021

 13,698,125

 $
 1.96

 Warrants issued in connection with Convertible
 Notes

 1,460,000

.093

 Warrants issued in connection
 with Convertible Notes

 800,000

.093

 Balance at December 31, 2022

 15,958,126

 $
 1.81

 Warrants issued in Public Offering

 9,260,554

.093

 Warrants issued for services

 1,000,000

 1.23

 Warrants exercised in connection with Convertible
 notes

 ( 1,200,000
)

 Warrants exercised in
 connection with PIPE

 ( 10,266,845
)

 Balance at December
 31, 2023

 14,751,835

 $
 2.73

 Warrants Exercisable at December 31, 2023

 14,751,835

 $
 2.73

 Stock
Options

 In
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.

 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.

of Fair Value Using Black Scholes Method

 Reporting
 Date

 Number
 of
 Options

 Term
 (Years)

 Price

 Grant
 Date

 Market
 Price on Volatility
 Percentage

 Fair
 Value

 01/01/22

 300,000

 $
 1.00

 $
 0.80

 %

 $
 142,169

 12/30/2022

 3,250,000

 $
 0.76
 - 0.84

 $
 0.77

 %

 $
 2,048,270

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 Company recognized $ 39,444 expense for the year ended December 31, 2023.

 The
fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions
for Black-Scholes valuation model on the respective reporting date.

 Reporting Date

 Number of Options

 Term (Years)

 Exercise Price

 Grant Date

 Market Price on Volatility Percentage

 Fair Value

 7/10 - 8/18/23

 450,000

 3 - 5

 $
 0.46 - 1.13

 $
 0.46 - 1.13

 158 - 160 %

 $
 271,547

 At
December 31, 2023 the Company had 7,965,166 options outstanding.

 F- 22

 Note
15 - Commitments and Contingencies

 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 three years. Minimum annual lease payments for the primary term and one renewal are as follows:

of Minimum Annual Lease Payments

 Primary Period

Renewal Period

 July 1 to June 30, 2022

 $
 180,456

 July 1 to June 30, 2027

 $
 240,662

 July 1 to June 30, 2023

 $
 201,260

 July 1 to June 30, 2028

 $
 247,882

 July 1 to June 30, 2024

 $
 224,330

 July 1 to June 30, 2029

 $
 255,319

 July 1 to June 30, 2025

 $
 229,312

 July 1 to June 30, 2026

 $
 233,653

 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 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
$ 304,907. 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.

 Additionally,
the Company recognized accreted interest expense of $ 49,010 and $ 60,626 and rent expense of $ 213,960 and $ 231,790 for the lease during
the year ended December 31, 2023 and 2022, respectively.

 Legal
Proceedings

 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.

 On
August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court,
Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants.
The lawsuit 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. Koch and
Bedford Investment Partners, LLC (together, the "Koch Parties") filed their answer and counterclaim, repeating the same claims
that caused the Company to file the lawsuit, and claiming damages of over $ 10 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
2021. On February 14, 2022, the court dismissed all of the Koch Parties' counterclaims except to the extent that they alleged unjust
enrichment against Jupiter and Mr. John. On March 22, 2022, the Parties engaged in a Settlement Conference before The Honorable Sarah
L. Cave, which did not resolve the case. On March 25, 2022, The Honorable Lewis 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: between
$12.17 and $65.98. After Judge Liman issued this order, the Parties settled all claims and Jupiter and Mr. John filed a proposed order
of dismissal of all claims with prejudice. Under the order, Jupiter did not pay any amount in settlement of the claims. On February 17,
2023, Judge Liman so-ordered that proposed order and closed the case.

 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.

 F- 23

 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. v. Jupiter
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. Inc. 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.

 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
court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. 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
 adverse
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. Safety Shot, Inc. No. 650196/24 (the "Litigation"). 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. 2:24-cv-537 (the "Litigation"). The Litigation asserts causes of action for
Trademark Infringement under 15 U.S.C. Section 1114; False Designation of Origin under 15 U.S.C. Section 1125; False Advertising under
15 U.S.C. Section 1125; violations of Cal. Bus. & Prof. Code Sections 17200 & 17500; Inducement of Trespass; Conversion; 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.

 F- 24

 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. No. 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
at trial. 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.

 Note
17 - Subsequent Events `

 Subsequent
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.

 On
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. Currently a
private company, Elite Health plans to file a registration statement for an IPO by Q3 2024 and subsequently become a publicly listed
company. 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.

 In
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
statements.

 F- 25