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 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

 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 ACT OF 1934

 For
the transition period from _____________ to _____________

 Commission
File Number: 001-38190

Life Sciences Holdings, Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 27-1085858

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 5910
S University Blvd, C18-193, Greenwood Village, CO 80121

 (Address
of principal executive offices, Zip Code)

 800 - 985-0515

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

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

by check mark if the registrant is not required to file reports pursuant to Section 13 or 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 Exchange Act during
the past 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 files). 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 an 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

 Accelerated
 Filer

 Non-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.

 The text associated with those checkboxes is as follows: 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 officers during the relevant recovery period pursuant
to §240.10D-1(b).

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last 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, June 30, 2022, was approximately $ 3,529,070.

 State
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 17,645,352
 shares of common stock, par value $0.0001 per
share, outstanding as of March 15, 2024.

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's 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 Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 Cautionary
Statement Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our new operations in the hemp
industry through Panacea, our expected revenue growth, our future plans and developments, proposed federal legislation and its potential
impact on the CBD industry, our plans to raise capital, and our liquidity. Words such as "expects," "anticipates,"
"plans," "believes," "seeks," "estimates," "could," "would,"
"may," "intends," "targets" and similar expressions or variations of such words are intended to identify
forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Report. The identification
of certain statements as "forward-looking" is not intended to mean that other statements not specifically identified are
not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking
statements, including, but not limited to, statements that relate to our future revenue, product development, customer demand, market
acceptance, growth rate, competitiveness, gross margins, and expenditures.

 Although
forward-looking statements in this Report 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 discussed
under the heading "Risk Factors" within Part I, Item 1A of this Report, and other documents we file from time-to-time with
the Securities and Exchange Commission ("SEC"). Such risks, uncertainties and changes in condition, significance, value,
and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers
are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report and are based
on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements to
reflect any event or circumstance that may arise after the date of this Report, other than as required by law. Readers are urged to carefully
review and consider the various disclosures made in this Report, which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operations and prospects.

 ii

 PART
I

 Item
1. Business

 General

Life Sciences Holdings, Inc. (OTCQB: PLSH) is a holding company organized as a plant-based natural health ingredient and product company,
specializing in the development, manufacturing, research, and distribution of products within the $134B and rapidly growing natural health
and wellness market segment for both humans and animals.

 Established
in 2017, the company's first subsidiary, Panacea Life Sciences, Inc. (PLS), is dedicated to the production, distribution, research,
and manufacturing of premium-quality nutraceuticals, cannabinoids, mushrooms, kratom, and other natural, plant-based ingredients and
products. Operating from a cutting-edge 51,000 square foot cGMP facility located in Golden, Colorado, PLS is committed to delivering
high-quality solutions in the field of natural health and well-being. Panacea also offers the purest natural remedies within its branded
product lines for every aspect of life: PANA Health, PANA Beauty, PANA Sport, PANA Pet, PANA Pure and PANA
Life. If you would like more information, please visit www.panacealife.com.

Distro, the second subsidiary of Panacea Life Sciences Holdings, Inc., manages six retail locations and a distribution center situated
in the Tampa, Florida area. These establishments provide a diverse range of products, including Nitro Kava, Kratom, Hemp, VAPE products,
and various beverages, with a primary focus on promoting alternative health and wellness. The Panacea Distro business is segmented into
two distinct areas—the retail stores and the cash & carry distribution warehouse. The retail stores are poised to evolve into
franchise stores, with the intention of eventually adopting the name "PANA KAVA JAVA." This strategic move is part of our
plan to establish a franchise model based on the success of these existing retail locations.

 In
the coming months, a third business entity, Pana Kava Java (PKJ), is set to emerge as the franchisor company, with a scheduled launch
in Q3-Q4 2024. Pana Kava Java is committed to establishing a unique franchise model, drawing inspiration from the European-style caf
concept. Patrons will have the opportunity to savor infused coffees and beverages, indulge in vaping, and enjoy an array of infused baked
goods in a welcoming atmosphere. Pana Kava Java, as the franchisor, will offer franchise rights to individuals interested in opening
stores/caf s, enabling them to sell products or services under the PKJ brand, leveraging our expertise and intellectual property.
Currently, active efforts are underway in developing the franchisor plan, encompassing aspects such as business development, flagship
store establishment, legal document preparation, marketing and packaging strategies, as well as the recruitment and training of franchisees.

 Recent
Developments

 In
June 2022, given the FDA's lack of clarity regarding the CBD industry, the Company pivoted some of its resources to focus on the
nutraceutical industry. The Company made further investments in its softgel line for bovine and vegan softgels. The sales approach has
been successful, and we have closed over 40 different nutraceutical contracts. In this same timeframe we have focused on two other natural
plant products—functional mushrooms and kratom. These new areas will continue to be a focus area for Panacea in 2024.

 On
September 30, 2023, PLSH completed an asset purchase agreement for N7 Enterprises which was a rapidly growing corporation that operates
a chain of botanical tea bars focused on promoting health and wellness. The company is dedicated to providing customers with premium
quality organic teas and wellness products, fostering a culture of well-being and mindful consumption. The core of N7 Enterprises comprised
eight meticulously curated botanical tea bars strategically located in the Tampa Bay metropolitan area, serving as hubs for health-conscious
consumers seeking natural and revitalizing beverages. These retail locations offer a diverse range of handcrafted, ethically sourced
herbal teas, blended to cater to various health preferences and dietary needs. Each store is designed to provide an immersive and tranquil
atmosphere, encouraging customers to embrace a holistic lifestyle.

 In
addition to the retail stores, N7 Enterprises operates a robust cash and carry warehouse, which serves as the central distribution center
for all retail locations. This strategically positioned facility enables efficient supply chain management, ensuring that each store
is consistently stocked with an array of premium organic teas, wellness products, and related merchandise. The warehouse plays a pivotal
role in supporting the seamless operation of the retail branches, thereby facilitating the company's mission to provide accessible
and sustainable wellness solutions to its diverse customer base.

 N7
Enterprises was renamed to Panacea Distro, Inc. and is a subsidiary of PLSH. The Company plans to separate out the cash and carry/distribution
business from the retail stores. The retail stores will be branded under the Pana Kava Java name and they will form the basis
for the PKJ Group Franchisor. They will be corporate owned franchises and use as promotion and templates for expanding and acquiring
additional franchisees. The retail stores will be reconfigured to infused caf lounges as we continue to sell kava and kratom
nitro teas, coffee, hemp and Vape products along with infused bakery goods.

 Our
Competitive Analysis

 We
believe that our competitive advantages are derived from being vertically integrated that allows for extraction, enrichment and manufacturing
under a cGMP quality environment: 1) Using pharmaceutical formulation methods to optimize the delivery of various nutraceutical, hemp,
mushroom and kratom products, 2) Developing both full spectrum and THC-free products, 3) hemp supply, and 4) utilize Good Manufacturing
Practice to produce goods that ensures safe and quality products that deliver consistent dosing. The ability to produce both full spectrum
products (those that contain <0.3%) and THC-free products allows us to optimize dosage and delivery to various human conditions. PLSH
subsidiaries control the complete value chain.

 Industrial
hemp extracts are found to have particular application as neuroprotectants, for example in limiting neurological damage and increasing
speed of recovery with traumatic brain injury. The cannabinoids have also been reported to treat human disease conditions where currently
multiple pharmacological products are needed, e.g., Post Traumatic Stress Disorder (PTSD), or where there is no current cure such as
Alzheimer's, Parkinson's Disease, and age-related dementia, to name a few. Cannabinoids have a wide range of possible benefits
which we are pursuing through clinical trials and studies.

 Although
numerous reports describe cannabis/hemp extract health benefits the industry lacks sufficient clinical data and quality control to provide
patient benefit. We are combining human and pet clinical studies with Good Manufacturing Process manufacturing to generate a panel of
products tailored and optimized for specific disease treatment. Our products are designed to optimize formulation with delivery method
to maximize health benefits including an intellectual property portfolio enabling development of topical creams, sublingual products,
oral soft gel capsules, patches, and sprays. Our products are derived from organic practices industrial hemp grown in Colorado.

 Our
goals are to research, produce, and distribute products both domestically and internationally that target and treat major categories
of medical conditions: pain, cancer, psychological, gastrointestinal, autoimmune, neurological, and sleep disorders. These categories
include conditions that affect hundreds of millions of patients and animals worldwide. Another goal is to be a leader in contract manufacturing
for end-products, such as nutraceuticals, supplements and pet and farm products.

 Our
Intellectual Property

 We
operate in every segment of the cannabinoid product value chain. From the hemp plant to finished goods, we ensure our products with stringent
testing protocols employed at every stage of the supply chain. Panacea endeavors to offer pure natural remedies within product lines
for every aspect of life. Our portfolio includes the following trademarks and registrations: PANA Health, PANA Beauty, PANA
Sport, PANA Pet, PANA Life. In the nutraceutical and supplement business line we are developing unique formulations
that will add to our intellectual property.

 Research
and Development

 In
October 2021, Panacea Life Sciences' investment in the Cannabinoid Lab at Colorado State University ("CSU") was realized.
The Cannabinoid Research Center is conducting numerous studies and clinical research that will extend our knowledge of how cannabis extracts
affect human and animal health. We will work through the center to form multiple research collaborations as well as perform our own studies
in multiple therapeutic areas. The Panacea Life Sciences Cannabinoid Research Center is housed in the Chemistry Building in the heart
of the CSU campus. The center is expected to be a leader in cannabinoid research nation and world-wide as the industry continues to grow.

 Our
Sales Strategy

 As
previously described, since our cannabinoid products contain little to no THC, we have the ability to sell our products across the United
States and internationally. We have established a multi-faceted sales strategy targeting:

 global
 ecommerce platform for fulfilling orders and shipping worldwide where legally permitted;

 direct
 pharmacy placement;

 direct
 placement in retail stores, salons, spas, athletic facilities, etc.

 Intelligent
 vending machines

 E-commerce
 based systems and social media

 In
addition, we have established several other sales channels via sales reps, e-commerce (selling directly to customers), large bulk sales
to suppliers and to dispensaries. The e-commerce sales platform also works with the commissioned based sales. All sales commissions are
tracked and paid via the ERP platform.

 We
also manufacture nutraceutical and other cannabinoid/kratom/mushroom products for several other companies for various white label and
contract manufacturing deals. We specialize in bovine and vegan soft gel manufacturing.

 Marketing
and Distribution

 With
the acquisition of N7 we now have access to not only our corporate owned stores in the Tampa Florida area but additional access to all
the distribution stores in which we sell products.

 We
distribute our products to various businesses across the United States through channels optimized to the individual needs of customers.
Our B2B as well as B2C approach allows much flexibility for healthcare providers the ability to recommend specific treatment options
using cannabinoids as a replacement for conventional pharmaceuticals.

 Currently
we sell over 40 different product SKUs of CBD and CBG products. In addition, we offer "white label" licensing to retail businesses
and contract manufacturing services to smaller CBD companies. We plan to continue to build an integrated healthcare organization by creating
products and programs using emerging botanical extracts. We deliver these programs through managed agriculture, pharmaceutical production,
physician education, distribution and social media networks. We use our intellectual property in extraction technology, proprietary compounds,
delivery systems, and distribution to produce high-quality products in terms of control, consistency, accountability, and packaging.

 All
our products are stored in a secure distribution area in preparation for delivery to various sales channels, healthcare providers and
other retail locations. The laboratory and production facility have the capacity for domestic and international delivery fulfillment
and for international export. All products are tracked and securely manifested for delivery to retail and medical offices for distribution.

 We
are recruiting key service providers to leverage the power of online sales and social media placement. We have placed products on various
online retail sales stores and has launched product sales on Amazon.com. As product ambassadors are secured, we intend to increase its
online and social media exposure to advance a business-to-consumer and business to business distribution model.

 In
2018, we entered into an agreement with Quintel-MC, Inc. to research and define Panacea Life Sciences business and manufacturing processes.
The ERPCannabis system based on an SAP architecture was used to develop the base installation. All financial, human resource, payroll,
procurement, production planning and materials management business processes are represented in this system. In addition, the system
is linked to our e-Commerce web site. This system allows us to update product costing and determine inventory levels which will be critical
as the company expands. In addition, sophisticated financial and payroll processing are inherent in the solution; thus, offering investors
detailed accounting results related to company investments.

 Environmental
Matters

 Compliance
with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection
of the environment, have not had, nor are they expected to have, any direct material effect on our capital expenditures, earnings or
competitive position, however such factors could indirectly affect us as well as participants in the supply chain for our products, and
our business, operations, vendors or suppliers.

 Government
Regulations

 On
December 20, 2018, the President of the United States signed the Farm Bill into law. Among other things, this new law changed certain
federal authorities relating to the production and marketing of hemp, defined as cannabis ( Cannabis sativa L.), and hemp products
containing less than 0.3 percent delta-9-tetrahydrocannabinol (THC, including removing hemp and derivatives of hemp from the Controlled
Substance Act. January 15, 2021, the USDA issued its final rule regarding the Establishment of a Domestic Hemp Production Program which
authorized hemp to be grown and processed legally in the United States and made it legal to transport in interstate commerce.

 The
Farm Bill recognizes hemp as distinct from its genetic cousin, marijuana, and specifically industrial hemp has been excluded from U.S.
drug laws. The Farm Bill allows for each individual state to regulate industrial hemp and industrial hemp-based products or accept the
USDA rules. Although no longer a controlled substance under federal law, cannabinoids derived from industrial hemp (other than THC) are
still subject to a patchwork of state regulations. We are actively monitoring the regulations and proposed regulations in each state
to ensure our operations are compliant.

 We
are subject to federal and state consumer protection laws, including laws protecting the privacy of customer non-public information and
the handling of customer complaints and regulations prohibiting unfair and deceptive trade practices. The growth and demand for online
commerce has and may continue to result in more stringent consumer protection laws that impose additional compliance burdens on online
companies. These laws may cover issues such as user privacy, spyware and the tracking of consumer activities, marketing e-mails and communications,
other advertising and promotional practices, money transfers, pricing, product safety, content and quality of products and services,
taxation, electronic contracts and other communications and information security.

 There
is also great uncertainty over whether or how existing laws governing issues such as sales and other taxes, auctions, libel, and personal
privacy apply to the internet and commercial online services. These issues may take years to resolve. For example, tax authorities in
several states, as well as a Congressional advisory commission, are currently reviewing the appropriate tax treatment of companies engaged
in online commerce, and new state tax regulations may subject us to additional state sales and income taxes. New legislation or regulation,
the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing
laws and regulations to the internet and commercial online services could result in significant additional taxes or regulatory restrictions
on our business. These taxes or restrictions could have an adverse effect on our cash flows, results of operations and overall financial
condition. Furthermore, there is a possibility that we may be subject to significant fines or other payments for any past failures to
comply with these requirements.

 Human
Capital

 On
December 31, 2023, we had over 40 full-time employees. There are no collective bargaining agreements covering any of our employees. We
believe that our success depends on our ability to attract, develop and retain key personnel. We believe that the skills, experience
and industry knowledge of our key employees significantly benefit our operations and performance.

 Employee
health and safety in the workplace is one of our core values. Employee levels are managed to align with the pace of business and management
believes it has sufficient human capital to operate its business successfully.

 Additional
information

 We
file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers such as our company that file electronically
with the SEC.

 Our
corporate website address is www.panacealife.com. We make available free of charge, through the Investor section of our website, annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the SEC. The information which appears on our corporate website is not part of this report.

 Item
1A. Risk Factors

 RISK
FACTORS

 Investing
in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether
to invest in us. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair
our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, financial
condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of
our common stock could decline.

 Summary
Risk Factors

 Our
business is subject to numerous risks and uncertainties that you should consider before investing in our common stock. Set forth below
is a summary of the principal risks we face:

 We
 intend to raise capital through the sale of our common stock or securities convertible or exercisable into our common stock soon
 which will have a dilutive effect on our existing stockholders;

 Our
 ability to continue as a going concern is in doubt unless we obtain adequate new debt or equity financing and achieve sufficient
 sales levels;

 we require additional capital to execute our business plan and expand our operations, our inability to generate and obtain such capital
 on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects;

 We
 are highly dependent on our Chief Executive Officer, and the loss of her services or a conflict of interest arising from her loans
 to us, and her other business endeavors would adversely affect us;

 Our
 business and the h industry generally are subject to substantial regulation and governmental scrutiny characterized by high compliance
 costs and uncertainty, including the possibility that laws change in a manner adverse to us;

 Panacea's
 operations and our new Chief Executive Officer were not previously subject to SEC reporting obligations, which could render us difficult
 to evaluate and expose us to risk;

 If
 we are unable to keep up with rapid technological change, consumer preferences and economic developments in our industry or in general,
 our products may become obsolete.

 We
 could become subject to data privacy and security claims or enforcement actions, particularly due to our digital marketing efforts;

 We
 may become subject to product liability or related claims based on our production and sale of products containing chemical compounds
 designed to be ingested or applied topically;

 Our
 Chief Executive Officer, directly and through entities she controls, owns a majority of our outstanding common stock and voting power
 on an as-converted basis, rendering other stockholders' ability to influence matters before them limited in most cases; and

 Operational
 risks such as material weaknesses and other deficiencies in internal control over financial reporting could result in errors, potentially
 requiring restatements of our historical financial data, leading investors to lose confidence in our reported results.

 Risks
Related to Our Business and the Hemp Industry

we need to raise additional capital any financing based on our common stock or common stock equivalents will dilute our existing stockholders
and the terms of any such financing could impose restrictions on our operations.

 We
have depended upon loans from our Chief Executive Officer and principal stockholder and have primarily financed our operations by borrowing
funds from her.

we are highly dependent on the services of Leslie Buttorff, our sole executive officer, the loss of her and our inability to expand our
management team, could harm our business.

 Our
success is largely dependent on the continued services of Leslie Buttorff, our Chief Executive Officer and principal stockholder. The
loss of the services of Ms. Buttorff would leave us without executive leadership, which could diminish our business and growth opportunities.
Additionally, Ms. Buttorff has business interests outside our company and a real estate holding company each of which hold shares in
us as a result of the recent share exchange under the Exchange Agreement. Accordingly, from time-to-time she may not devote her full
time and attention to our affairs, which could have a material adverse effect on our operating results, and there can be no assurance
that a conflict of interest will not arise from her other business ventures. Further, as of December 31, 2023, Ms. Buttorff holds demand
promissory notes totaling $11,397,617 at various interest rates ranging from 0% to 12%. Thus, she has the power to call the notes
and obtain all our assets. Additionally, we have a line of credit with Ms. Buttorff through which it may borrow up to $8 million at a
10% annual interest rate. The fact that she continues to advance money and is our principal stockholder reflects her intent to support
us.

 The
loss of Ms. Buttorff would have a material adverse effect on us. We do not have key man insurance on the life of Ms. Buttorff. Ms. Buttorff's
Employment Agreement with us (the "Employment Agreement") permits her to resign for good reason which includes our material
breach of the Employment Agreement including our failure to pay her. In the event Ms. Buttorff terminates her Employment Agreement for
good reason, this would result in the us owing her approximately $760,000 in severance pay plus any deferred compensation and earned
bonuses and other benefits and would leave us without an executive officer which may have a material adverse effect upon us, your investment,
and hamper our ability to continue operations. If we fail to procure the services of additional executive management or implement and
execute an effective contingency or succession plan for Ms. Buttorff, the loss of Ms. Buttorff would significantly disrupt our business
from which we may not be able to recover.

 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 face intense competition, we may not be able to increase our market share which would materially and adversely affect us.

 Our
industry is highly competitive. It is possible that future competitors could enter our market, thereby causing us to lose market share
and revenues or fail to grow our operations and market presence as intended or at all. In addition, some of our current or future competitors
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 a sufficient market share to achieve our goals and our future business prospects
could be materially adversely affected.

the sale of our products involves the potential for product liability, we may incur significant losses and expenses in excess of our
insurance coverage.

 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 are designed for ingestible or topical use and contain combinations of ingredients, and there is
little experience with or knowledge of the long-term effects of these combinations. In addition, interactions of these ingredients and
products with other products, prescription medications and over-the-counter treatments have not been fully explored or understood and
may have unintended consequences. Future research or results may lead to the discovery of unknown adverse side effects from hemp, KAVA
and Kratom, which would harm our business.

 Although
we believe all our products will be safe when taken as directed by us, there is little long-term research on the effects of human consumption
of certain of the new product ingredients or combinations in concentrated form that we use or may in the future use in developing our
hemp products. Any instance of illness or negative side effects of ingesting hemp products or applying them topically on the skin could
have a material adverse effect on our business and operations by, among other things, exposing us to the risk of costly litigation and/or
governmental sanctions and dramatically reducing the demand for some or all our products.

 Any
product liability claims or related developments from our products or hemp in general may increase our costs and adversely affect our
revenue, product demand and operating results. 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
health and wellness and hemp markets we compete in are highly competitive, with many well-known brands leading the industry. Our competitors
include hemp companies who have a longer history operating in these markets than we do. 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 both in general and as compared to competitive offerings. However,
advertising, packaging and labeling of our products is 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 while complying with complex and varying regulations
in the markets in which we attempt to market and sell them.

 If
we fail to develop and introduce new products it will adversely affect our future prospects.

 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
adequately anticipate, prepare and execute strategies for market transitions, and to effectively market our products. Management believes
that our future financial results will depend to a great extent on the successful expansion of our current product offerings and on the
development and introduction of new products. We cannot be certain that we will be successful in selecting, developing, manufacturing
and marketing new products or in improving upon or enhancing the market for existing products.

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

 Successful
 sales and marketing efforts;

 Timely
 delivery of the products;

 Availability
 of raw materials and/or sufficient production facilities;

 Pricing
 of raw materials and labor;

 Regulatory
 allowance and restrictions of the products; and

 Market
 acceptance and consumer sentiment.

 If
we fail to appropriately respond to changing consumer preferences and demand for new products, it could significantly harm our customer
relationships and product sales and harm our operating results and financial condition.

 Our
business is subject to changing consumer trends and preferences, especially with respect to targeted nutrition and natural wellness products.
Our success will depend in part on our ability to anticipate and respond to these changes, and we may not respond in a timely or commercially
appropriate manner to such changes. Furthermore, the health and wellness industry are characterized by rapid and frequent changes in
demand for products and new product introductions and enhancements. Our failure to accurately predict these trends could negatively impact
consumer opinion of our products, which in turn could harm our customer relationships and product demands and cause the loss of sales.
The success of our product offerings depends upon a number of factors, including our ability to:

 Accurately
 anticipate consumer needs;

 Successfully
 commercialize new products or product enhancements in a timely manner;

 Price
 our products competitively;

 Arrange
 for the production and delivery our products in sufficient volumes and in a timely manner;

 Differentiate
 our products from those of our competitors; and

 Innovate
 and develop new products or product enhancements that meet these trends.

 If
we do not meet these challenges, some of our products could be rendered obsolete, which could negatively impact our operating results
and financial condition.

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

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

 Our
distributors and customers' perception of the safety, utility 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 accurate or
not, that causes a perceived connection between consumption of our products or any similar products and illness or other adverse effects,
will likely diminish the public's perception of and in turn the demand for 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, which would have a material adverse effect on our business.

 If
we are unable to manufacture our products in sufficient quantities or at defined quality specifications or are unable to maintain regulatory
approvals for our production facility, we may be unable to develop or meet demand for our products and lose time to market and potential
revenues.

 Commercialization
of our products require access to, or development of, facilities to manufacture a sufficient supply of our products. In the future we
may face difficulties in the development, production or distribution of our products.

 We
may face competition for access to any third-party supply sources, development or production partners and facilities such as hemp growers
and may be subject to production delays if any of those third parties give their other business partners a higher priority than they
give to us. Even if we are able to identify additional or replacement third parties, the delays and costs associated with establishing
and maintaining a relationship with such third parties may have a material adverse effect on us. Further, a reduction in the control
of our production efforts would be inherent in any such outsourcing, which exposes us to a greater risk of liability, including regulatory
enforcement actions for alleged noncompliance with law and product liability claims. This could also result in lower product quality
which could negatively impact demand for our offerings or our competitive advantage. Any of these challenges could prevent us from achieving
our business objectives and harm your investment in us.

 If
the market opportunities for our current and potential future products are less lucrative than anticipated, our ability to generate revenues
may be adversely affected and our business may suffer.

 Our
understanding, expectation and estimates of the market for our current and future products may prove to be incorrect, and new test results
or studies, reports, legislative or regulatory developments or other factors beyond our control may result in the market for our products
being lower than anticipated on a regional, national or global scale. The number of individuals in the U.S. who are willing to purchase
our products may be lower than expected, or expectations for repetitive purchases and consumption may prove to be incorrect. These occurrences
could materially adversely affect our prospects and operational results.

 If
we are unable to establish relationships with third parties 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 includes using third parties to market and sell the products at the retail level. There can be no assurance that we
will successfully be able to establish marketing, sales, or distribution relationships with a sufficient number of third parties to meet
our goals, that such relationships, if established, will be successful, or that we will be successful in gaining market acceptance for
current or future products. 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, we would have to establish and grow in-house marketing
and sales capabilities. To market any products directly, we would have to build a marketing, sales, and distribution force that has technical
expertise and could support a distribution capability. Competition in the health and wellness and cannabinoid industries 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.

of the Russian Invasion of Ukraine, the effect on the capital markets and the economy is uncertain, and as a result we may have to deal
with a recessionary economy and economic uncertainty, including possible adverse effects upon our ability to raise capital as and when
needed.

 As
a result of the Russian invasion of Ukraine, certain events are beginning to affect the global and U.S. economy including increased inflation,
substantial increases in the prices of oil and gas, large Western companies ceasing to do business in Russia and uncertain capital markets
with declines in leading market indexes. The duration of this war and its impact are at best uncertain. Ultimately the economy may turn
into a recession with uncertain and potentially severe impacts upon public companies and us, including our ability to raise capital.
We cannot predict how this will affect our operations or the industries in which we operate, however any such impact may be material
and adverse.

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

was founded and began operations in the hemp industry in 2017 and we therefore have a limited operating history upon which an evaluation
of our business plan or performance and prospects can be made. Our business and prospects must be considered in the light of the potential
problems, delays, uncertainties and complications encountered in connection with a business which is still in its early stages in a relatively
new industry characterized by unexpected change. The risks include, but are not limited to, the possibility that we fail to develop functional
and scalable products, or that although functional and scalable, our products will not be economical to market in order to become or
remain profitable; that our competitors hold proprietary rights precluding us from marketing such products; that our competitors offer
a superior or equivalent product or otherwise achieve or maintain greater market acceptance than us; that we are unable to upgrade or
improve our processes and products to accommodate new features and expand our offerings; or that we fail to receive or maintain necessary
regulatory clearances and compliance for our products and operations. In order to grow our revenue, we must develop and improve upon
our brand name recognition and competitive advantages for our products and expand into new markets. Even if we accomplish such growth,
resulting expenses may be greater than estimated, which could reduce or even eliminate any revenue gains for which such endeavors were
made. There are no assurances that we can successfully address these challenges. If we are unsuccessful, our business, financial condition
and operating results could be materially and adversely affected.

 If
the market for hemp products declines, it would materially and adversely affect our business.

 Following
the passage of the 2018 Farm Bill described below, our industry experienced an influx of hemp farmers and producers which resulted in
a saturated marketplace. As a result, the supply for hemp and related products has in the past exceeded demand. This trend could force
us to reduce our prices to remain competitive or could result in lower sales levels than we have experienced in the past, either of which
would result in a decline in revenue or growth rate and could materially adversely affect our financial condition and prospects.

 If
we fail to attract new customers in a cost-effective manner, our business may be harmed.

 A
large part of our success depends on our ability to attract new customers in a cost-effective manner. We have made, and may continue
to make, significant investments in attracting new customers through increased advertising spends on social media, radio, podcasts, and
targeted email communications, other media and events, sponsorships, and influencer sponsorships. Marketing campaigns can be expensive
and may not result in the cost-effective acquisition of customers. Further, as our brand becomes more widely known, future marketing
campaigns may not attract new customers at the same rate as past campaigns and the cost of acquiring new customers may increase over
time. Additionally, regulation, algorithms, or participants in the digital marketing ecosystem may change rules for our industry or access
to available demographics which may result in significant changes in the ability to target key demographic pools, impacting our ability
to target our customers effectively. If we are unable to attract new customers, or fail to do so in a cost-effective manner, our business
may be harmed.

 Even
if we meet our growth objectives and our enter into new markets as intended, we may face difficulties evaluating our current and future
business prospects, and we may be unable to effectively manage any growth associated with these achievements, which would increase the
risk of your investment losing value and could harm our business, financial condition, and results of operations.

 Our
entry into new markets and/or growth in our product offering or consumer base may place a significant strain on our resources and increase
demands on our executive management, personnel and operational systems, and our human, administrative and financial resources may be
inadequate to meet these demands. We may also be unable to effectively manage any expanded operations or achieve planned growth on a
timely or profitable basis, particularly if the number of customers using our products significantly increases within a short period
of time. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products
could decline, and our business and results of operations could be materially adversely affected.

 If
we cannot manage our growth effectively, our results of operations would be materially and adversely affected.

 We
expect to experience growth as we raise additional capital. Businesses which grow rapidly often have difficulty managing their growth
while maintaining their compliance and quality standards. If we grow as rapidly as anticipated, we will need to expand our management
by recruiting and employing additional executive and key personnel capable of providing the necessary support. There can be no assurance
that management, along with staff, will be able to effectively manage our growth nor can there be any assurance that growth in our product
offerings, customer base or contracts will translate to an increase in revenue or profitability. Any failure to meet the challenges associated
with rapid growth could materially and adversely affect our business and operating results.

 Existing
or future governmental regulations relating to cannabinoid products may harm or prevent our ability to produce and/or sell our product
offerings.

 While
a majority of state governments in the United States have legalized the growing, production, and use of hemp in some form and subject
to certain restrictions, cannabis remains illegal under federal law. In addition, in July 2017, the United States Drug Enforcement Agency
issued a statement that certain hemp 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
hemp, faces significant uncertainty surrounding regulation by the federal government, which could claim supremacy over state regulatory
regimes including those with a "friendlier" view toward hemp products. 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 hemp. 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 potentially substantial losses.

laws and regulations affecting our industry are evolving, changes to any regulation may materially affect our hemp products.

 In
conjunction with the enactment of the Agriculture Improvement Act of 2018 (the "Farm Bill"), the Food and Drug Administration
(the "FDA") released a statement about the status of hemp as a nutritional supplement, and the agency's actions in
the short term with regards to hemp will guide the industry. As a company whose products contain hemp, we intend to meet all FDA guidelines
as the regulations evolve. Any difficulties in compliance with future government regulation could increase our operating costs and adversely
impact our results of operations in future periods.

 In
addition, as a result of the Farm Bill's passage, we expect that there will be a constant evolution of laws and regulations affecting
the hemp industry which could affect our operations. Local, state and federal hemp laws and regulations may be broad in scope and subject
to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately
require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result
in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations
or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.

 Unexpected
changes in federal and state law could cause any of our current products, as well as products that we intend to develop and launch, containing
hemp-derived CBD oil to be illegal, or could otherwise prohibit, limit or restrict any of our products containing CBD.

 Our
business is based on the production and distribution of products containing hemp-derived CBD. The Farm Bill, which amended various sections
of the U.S. Code, and legalized the cultivation and sale of industrial hemp at the federal level, subject to compliance with certain
federal requirements and state law. There can be no assurance that the Farm Bill will not be repealed or amended such that our products
containing hemp-derived CBD would once again be deemed illegal under federal law.

 The
Farm Bill delegates the authority to the states to regulate and limit the production of hemp and hemp-derived products within their territories.
Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp-derived products under
certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended products
containing hemp-derived CBD would once again be deemed illegal under the laws of one or more states now permitting such products, which
in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event
of either repeal of federal or of state laws and regulations, or of amendments thereto that are averse to our intended products, we may
be restricted or limited with respect to those products that we may sell or distribute, which could adversely impact our intended business
plan with respect to such intended products.

 Additionally,
the FDA has indicated that certain products containing hemp are not permissible under the Federal Food, Drug, and Cosmetic Act (the "FDCA"),
notwithstanding the passage of the Farm Bill. On December 20, 2018, after the Farm Bill became law, then FDA Commissioner Scott Gottlieb
issued a statement in which he reiterated the FDA's position that hemp products that are marketed with a claim of therapeutic benefit
must be approved by the FDA for their intended use before they may be distributed in interstate commerce and that the FDCA prohibits
interstate distribution of food products containing hemp and marketing products containing hemp as a dietary supplement, regardless of
whether the substances are hemp-derived. Although we believe our existing and planned hemp products comply with applicable federal and
state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our results of
operations and financial condition. Sources of hemp-derived CBD depend upon legality of cultivation, processing, marketing and sales
of products derived from those plants under state law.

 Hemp-derived
CBD can only be legally produced in states that have laws and regulations that allow for such production and that comply with the Farm
Bill, apart from state laws legalizing and regulating medical and recreational cannabis or marijuana, which remains illegal under federal
law. This is one of the reasons why we are based in Colorado. Unexpected changes in federal and state law could cause our current hemp
production methods or resulting products, as well as products that we intend to develop and launch, to be illegal or could otherwise
prohibit, limit or restrict some or all of our products in the event of repeal or amendment of laws and regulations which are now comparatively
favorable to the cannabis/hemp industry in certain states, we would be required to locate new suppliers in states with laws and regulations
that qualify under the Farm Bill. If we were to be unsuccessful in arranging new sources of supply of our raw ingredients, or if our
raw ingredients were to become legally unavailable, our intended business plan with respect to such products could be adversely impacted.

we and our distributors may only sell and ship our products containing hemp-derived CBD in states that have adopted laws and regulations
qualifying under the Farm Bill, a reduction in the number of states having such qualifying laws and regulations could limit, restrict
or otherwise preclude the sale of intended products containing hemp-derived CBD.

 The
interstate shipment of hemp-derived CBD from one state to another is legal only where both states have laws and regulations that allow
for the production and sale of such products and that qualify under the Farm Bill. Therefore, the marketing and sale of our products
is limited by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products including
those containing CBD in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution,
marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related
to our products that contain hemp-derived CBD. Additionally, any such adverse changes or existing legislation in new markets we target
may stunt our growth and diminish our prospects. Any such repeal or adverse amendment of laws and regulations could have an adverse impact
on our business plan with respect to such products.

 Costs
associated with compliance with numerous laws and regulations and quality standards could adversely impact our financial results.

 The
manufacture, labeling and distribution of hemp products is regulated by various federal, state and local government agencies. These governmental
authorities regulate our products and processes to ensure that the products are not adulterated or misbranded. We are subject to regulation
by the federal government and other state and local agencies as a result of our hemp products. In addition to the risks associated with
the possibility of government enforcement or private litigation due to alleged noncompliance, our compliance costs associated with our
day-to-day operations are high and are expected to increase as we expand into new markets and/or develop and market new products. For
example, as a "seed to sale" hemp business, meaning a business which handles every step of a hemp product's manufacture
and sale in-house rather than relying on third parties for some or all the production and distribution steps, we are responsible for
the quality of our product, and the means by which it is produced and marketed, at every stage. Compliance with regulations imposed on
our business model means we must deploy and maintain an advanced computer monitoring system which allows us to track our production and
distribution process. We must train our employees and utilize and maintain security measures to ensure our facility functions properly.
Compliance with these and other government requirements for product monitoring, quality, labelling and distribution are costly which
may limit our profitability.

 Our
products or third parties with whom we do business may not comply with health, safety and labelling standards.

 We
do not have control over all of the third parties involved in the sale of our products and their compliance with government health, safety
and labelling standards. Even if our products meet these standards, they could otherwise become contaminated or fail, or the standards
could be changed in a manner adverse to our operations or those of our business partners. A failure to meet these standards could occur
in our operations or those of our distributors or suppliers. This could result in expensive production interruptions, recalls, regulatory
investigations and enforcement actions 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.

 If
we fail to comply with U.S. laws related to privacy, data security, and data protection, it could adversely affect our operating results
and financial condition.

 We
rely on a variety of marketing techniques, including email, radio, display advertising, and social media marketing, targeted online advertisements,
and postal mailings, and we are or may become subject to various laws and regulations that govern such marketing and advertising practices.
A variety of federal and state laws and regulations, including those enforced by various federal government agencies such as the Federal
Trade Commission, Federal Communications Commission, and state and local agencies, govern the collection, use, retention, sharing, and
security of personal data, particularly in the context of online advertising, which we utilize to attract new customers.

 The
legislative and regulatory bodies or self-regulatory organizations in various jurisdictions inside the United States may expand current
laws or regulations, enact new laws or regulations, or issue revised rules or guidance regarding privacy, data protection, consumer protection,
information security, and online advertising. California has enacted the California Consumer Privacy Act of 2018 (the "CCPA"),
which became operative on January 1, 2020, and its implementing regulations took effect in August 2020. The CCPA requires companies that
process personal information on California residents to make new disclosures to consumers about such companies' data collection,
use, and sharing practices and inform consumers of their personal information rights such as deletion rights, allows consumers to opt
out of certain data sharing with third parties, and provides a new cause of action for data breaches. In November 2020, California enacted
the California Privacy Rights Act of 2020 (the "CPRA"), which amends and expands the scope of the CCPA, while introducing
new privacy protections that extend beyond those included in the CCPA and its implementing regulations. The CCPA, as amended and expanded
by the CPRA, is one of the most prescriptive general privacy laws in the United States and may lead to similar laws being enacted in
other U.S. states or at the federal level. For example, the State of Nevada also passed a law effective on October 1, 2019, that amends
the state's online privacy law to allow consumers to submit requests to prevent websites and online service providers ("Operators")
from selling personally identifiable information that Operators collect through a website or online service. Further, on March 2, 2021,
the Governor of Virginia signed into law the Virginia Consumer Data Protection Act (the "VCDPA"). The VCDPA creates consumer
rights, similar to the CCPA, but also imposes security and assessment requirements for businesses. In addition, on July 7, 2021, Colorado,
the state in which we are headquartered, enacted the Colorado Privacy Act ("CoCPA"), becoming the third comprehensive consumer
privacy law to be passed in the United States (after the CCPA and VCDPA). Although the CoCPA closely resembles the VCDPA, both of which
do not contain a private right of action and will instead be enforced by the respective states' Attorney General and district attorneys,
the two differ in many ways and once they become enforceable in 2023, we must comply with each if our operations fall within the scope
of these newly enacted comprehensive mandates. Prior efforts undertaken to comply with other recent privacy-related laws have proven
that these initiatives require time to carefully plan, assess gaps in current compliance mechanisms, and implement new policies, processes
and remediation efforts. Additionally, the Federal Trade Commission and state attorneys general are interpreting federal and state consumer
protection laws to impose standards for the online collection, use, dissemination, and security of data. Each of these privacy, security,
and data protection laws and regulations, and any other such changes or new laws or regulations, could impose significant limitations,
require changes to our business model or practices, or restrict our use or storage of personal information, which may increase our compliance
expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to
develop an adequate marketing strategy and pursue our growth strategy effectively, which, in turn, could adversely affect our business,
financial condition, and results of operations.

 While
we intend to strive to comply with applicable laws and regulations relating to privacy, data security, and data protection, given that
the scope, interpretation, and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions,
it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another
and may conflict with other rules or our practices. Any failure or perceived failure by us or third-party service providers to comply
with privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized
release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have
an adverse effect on our operating results and financial condition.

 Our
planned expansion into international markets will involve inherent risks that we may not be able to control.

 Our
business plan includes the eventual marketing and sale of our products in international markets. Specifically, we do not currently have
a set time frame for entering these markets. Accordingly, our operating results could be materially and adversely affected by a variety
of uncontrollable and changing factors relating to international business operations, including:

 Economic
 conditions adversely affecting geographic areas in which 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 may affect our ability to import or export our products from or to various
 countries;

 Adverse
 tax consequences;

 Unexpected
 changes in legal and regulatory requirements and challenges in complying with varying requirements across jurisdictions; and

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

 If
we are unable to overcome these or other challenges in executing our planned expansion into international markets, our prospects would
be materially adversely affected.

 Risks
Related to Intellectual Property

 We
may become involved in litigation or other proceedings relating to patent and other intellectual property rights.

 A
third party may sue us or 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 distract
management or disrupt our commercial activities.

 If
we become involved in intellectual property litigation, such litigation is likely to be expensive and time-consuming and could be unsuccessful.

 Our
commercial success will depend in part on our avoiding infringement on the patents and proprietary rights of third parties for products
we license or sell. There is substantial litigation, both within and outside the United States, involving patent and other intellectual
property rights in the health and wellness industry, including patent infringement lawsuits, interferences, oppositions, and reexaminations
and other post-grant proceedings before the U.S. Patent and Trademark Office, and corresponding foreign patent offices. Numerous U.S.
and foreign issued patents and pending patent applications which are owned by third parties may exist with products we may license and
sell.

 Parties
making intellectual property claims against us may obtain injunctive or other equitable relief, which could block our ability to further
develop and commercialize one or more products. Defense of these claims, regardless of their merit, involves substantial litigation expense
and would be a substantial diversion of our management's attention from our business. If a claim of infringement against us succeeds,
we may have to pay substantial damages, possibly including treble damages and attorneys' fees for willful infringement, pay royalties,
redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time
and monetary expenditure.

 To
counter infringement or unauthorized use claims against us, we may be required to file infringement claims in response, or we may be
required to defend the validity or enforceability of any such intellectual property rights. In an infringement proceeding, a court may
decide that either our or one or more of our licensors' intellectual property rights are not valid or is unenforceable or may refuse
to stop the other party from using the underlying concepts or technology at issue because our intellectual property rights do not cover
those elements. In any event, intellectual property litigation is expensive and time consuming and we may be unsuccessful in defending
or enforcing such claims, which would materially harm our business.

 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 being exposed to potential infringers. Regardless of whether our compounds and technology
are or becomes protected by patents or otherwise, there is a risk that other companies may employ such compounds or technology without
authorization and without recompensing us.

 The
efforts we take 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, which is dependent on certain key individuals, as well as
existing and pending intellectual property protection.

 The
commercialization of our 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 these individuals, the
ability to properly manufacture our products without compromising quality and performance could be diminished greatly. Further, [while
our employees and contractors are subject to non-disclosure obligations,] any misappropriation of confidential information including
trade secrets and know-how could allow our competitors and others to overcome any advantage we have and reduce our market share and viability.

 Risks
Related to Our Securities and Our Status as an SEC Reporting Company

our Chief Executive Officer, directly and through entities she controls, beneficially owns approximately 61% of our issued and outstanding
common stock and voting power on an as-converted basis, she can exert significant control over our business and affairs which may be
averse to those of our stockholders, particularly if a conflict of interest arises.

 Our
Chief Executive Officer and currently one of our two directors, owns approximately 61% of our issued and outstanding shares of common
stock and voting power on an as-converted basis. As of December 31, 2022, Ms. Buttorff and or her companies also hold $14.796 million
in demand notes which bear interest at a rate ranging from 0 to 12% per annum. The interests of Ms. Buttorff may differ from the interests
of our other stockholders, including by virtue of her other businesses operated through her entities and their holdings that are not
affiliated with us. As a result, Ms. Buttorff will have significant influence and control over all corporate actions including those
actions requiring stockholder approval, irrespective of how our minority stockholders may vote, including the following actions:

 the
 election of our directors;

 charter
 or bylaw amendments;

 a
 merger, asset sale or other fundamental corporate transaction; and

 any
 other matter submitted to our stockholders for a vote, subject only to applicable law including the Nevada Revised Statutes.

 This
concentration of ownership and the conflicts of interest may have the effect of impeding a merger, consolidation, takeover or other business
combination or tender offer for our common stock which other stockholders may deem desirable or could reduce our stock price or prevent
our stockholders from realizing a premium over our stock price in such a transaction. Further, to the extent our other stockholders disagree
with an action Ms. Buttorff elect to take as a stockholder, their ability to prevent such action or avoid the effect on their shareholdings
will range from significantly limited to non-existent due to our current capital structure, subject only to applicable law and our charter
documents. Therefore, if Ms. Buttorff has an interest adverse to other stockholders, or if other stockholders otherwise disagree with
Ms. Buttorff with respect to a matter before the stockholders, they will have little to no control over that matter and the direction
we ultimately take.

 The
requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage
our business.

 The
federal securities laws require us to comply with SEC reporting requirements relating to our business and securities. Complying with
these reporting and other regulatory obligations is time-consuming and will result in increased costs to us which could have a negative
effect on our financial condition or business. These increased costs are not reflected in the financial statements contained in this
Annual Report on Form 10-K because during the periods covered Panacea was a private company not subject to SEC reporting obligations.

 As
a public company, we are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These
requirements may place a strain on our systems and resources. We are required to file annual, quarterly and current reports with the
SEC disclosing certain aspects and developments of 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 executive officers and personnel
and provide for additional management oversight. We intend to implement additional procedures and processes for the purpose of addressing
the standards and requirements applicable to SEC reporting companies. Sustaining our growth will also require us to commit additional
managerial, operational and financial resources to identifying competent professionals to join us and to maintain appropriate operational
and financial systems to adequately support our intended 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.

 Due
to factors beyond our control, our stock price may be volatile.

 Any
of the following factors could affect the market price of our common stock:

 Our
 failure to generate increasing material revenues from our business;

 Our
 failure to enhance our product offerings or expand into new markets;

 A
 decline in our revenue or growth rate;

 Our
 public disclosure of the terms of any financing which we consummate in the future;

 A
 decline in the economy which impacts the demand for our products and our ability to generate revenue and achieve growth metrics;

 Announcements
 by us or our competitors of significant contracts, new products, acquisitions, commercial relationships, joint ventures or capital
 commitments;

 Changes
 in laws, regulations or government actions affecting the cannabinoid industry in general or our products in particular;

 Our
 ability to list our common stock on a national securities exchange;

 Our
 ability to attract analyst coverage;

 The
 sale of large numbers of shares of common stock by our shareholders;

 Short
 selling activities; or

 Changes
 in market valuations of similar companies.

 In
the past, following periods of volatility in the market price of a company's securities, securities class action litigation has
often been instituted. A securities class action suit against us could result in substantial costs and divert our management's
time and attention, which would otherwise be used to benefit our business.

These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our
actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of
operations.

 We
are subject to the "penny stock" rules which will adversely affect the liquidity of our common stock.

 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 on the OTCQB is presently less than $5.00
per share and therefore we are considered a "penny stock" company according to SEC rules. While we intend to effect a reverse
stock split pending compliance with SEC Rules, including the filing of a Schedule 14C, to increase our stock price, until such time as
our stock price rises above $5.00 per share (which may not occur following the reverse stock split or at all), the "penny stock"
designation requires any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the
ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

 Broker-dealers
are increasingly reluctant to permit investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical
for small shareholders to do so. Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory
Authority ("FINRA") a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make
it difficult to sell shares of penny stocks. The "penny stock" designation may have a depressive effect upon our common stock
price which the prospective reverse stock split may not sufficiently overcome.

 Our
ability to continue as a going concern is in doubt unless we obtain adequate new debt or equity financing and achieve sufficient sales
levels.

 As
noted above, we have incurred significant net losses to date. We anticipate that we will continue to lose money for the foreseeable future.
Additionally, we have negative cash flows from operations and we our revenue may exceed our expenses in the next 12 months. Since our
inception in 2017, we have generated losses from operations. As of December 31, 2023, our accumulated deficit was $33.9 million, and
we had $0.1 million in cash and liquid stock. Our continued existence is dependent upon generating sufficient working capital and obtaining
adequate new debt or equity financing. These factors raise doubt about our ability to continue as a going concern for a period of 12
months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve or maintain profitable
operations or become cash flow positive or raise additional debt and/or equity capital. Because of our continuing losses, without improvements
in our cash flow from operations or new financing, we may have to continue to restrict our expenditures. Working capital limitations
may impinge on our day-to-day operations, which may contribute to continued operating losses.

 Operational
risks such as material weaknesses and other deficiencies in internal control over financial reporting could result in errors, potentially
requiring restatements of our historical financial data, leading investors to lose confidence in our reported results.

 There
are a number of factors that may impede our efforts to establish and maintain effective internal controls and a sound accounting infrastructure,
including our lacking a Chief Financial Officer, our pace of growth, and general uncertainty regarding the operating effectiveness and
sustainability of controls. Controls and procedures, no matter how well designed and operated, provide only reasonable assurance that
material errors in our financial statements will be prevented or detected on a timely basis. Any failure to establish and maintain effective
internal controls over financial reporting increases the risk of material error and/or delay in our financial reporting. Depending on
the nature of a failure and any required remediation, ineffective controls could have a material adverse effect on our business and potentially
result in additional restatements of our historical financial results. Financial restatements or other issues arising from ineffective
controls and our recent change of our auditors could also cause investors to lose confidence in our reported financial information, which
would have an adverse effect on the trading price of our securities. Delays in meeting our financial reporting obligations could affect
our ability to maintain the listing of our securities. Although we seek to reduce these risks through active efforts relating to properly
documented processes, adequate systems, risk culture, compliance with regulations, corporate governance and other factors supporting
internal controls, such procedures may not be effective in limiting each of the operational risks.

 Potential
Impacts of Certain Current and Proposed Regulations on Our Business and Operations

 Many
companies that produce hemp-derived CBD products including us undertake to abide by the same regulations as any other dietary supplements
like ingredient filings, good manufacturing practices (GMP), and labeling and marketing provisions. We will continue to sell CBD and
other hemp-derived products while still awaiting a clear path from the FDA about how CBD products can be marketed and used.

 People
are increasingly turning to hemp products for several reasons: CBD is non-psychoactive, so it does not produce a "high" like
THC, there are few known contraindications, the properties of different cannabinoids can positively affect a wide range of ailments,
and cannabinoids work directly and indirectly with the body's endocannabinoid system to create balance known as homeostasis. As
demand increases, we believe the FDA must provide more clarity about CBD's legalization, and this bill is a promising first step.

 Item
1B. Unresolved Staff Comments

 None.

 Item
2. Properties

 XXII
has allocated 10 acres of the Needle Rock Farm in Delta County, CO to Panacea. We also lease our laboratory space at 16194 West 45 th
 Drive, Golden, CO 80403 from J&N Real Estate Company, LLC which is owned by its CEO. See Note 5 to our consolidated financials.

 Item
3. Legal Proceedings

 None.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
Common Stock is quoted on the OTCQB over-the-counter market under the symbol "PLSH." Over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. On March
28, 2024, the closing bid price on the OTC Markets for our Common Stock was $0.19.

 Penny
Stock

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized
risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of
the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such
other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which
such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.

 These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling our securities.

 Holders
of Our Common Stock

 As
of March 28, 2024, we had 17,645,352 shares of our common stock issued and outstanding, and approximately 190 shareholders on record.

 Dividends

 There
are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 1.
We would not be able to pay our debts as they become due in the usual course of business, or;

 2.
Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders
who have preferential rights superior to those receiving the distribution.

 We
have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 Item
6. Selected Financial Data

 A
smaller reporting company is not required to provide the information required by this Item.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

 The
following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes
forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations
and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements
because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our 2021 10-K,
this report, and our other filings with the Securities and Exchange Commission. We use words such as "anticipate," "estimate,"
"plan," "project," "continuing," "ongoing," "expect," "believe,"
"intend," "may," "will," "should," "could," and similar expressions to identify
forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated
growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such
statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this
report.

 General

 We
are a Nevada corporation organized in 2008. Exactus, Inc. was our former name. We have pursued opportunities in hemp-based businesses,
which we refer to as "cannabinoids or CBD". On June 30, 2021, Panacea Life Sciences, Inc. "Panacea" entered into
an Exchange Agreement with Exactus and as a result became a seed-to-sale Cannabinoid company. The former Panacea stockholders have assumed
majority control of us, and all our operations are now operated through Panacea which because of the share exchange became our wholly
owned subsidiary. Leslie Buttorff, became our Chief Executive Officer and a director upon the closing of the share exchange, also became
our principal stockholder through common stock and Convertible Preferred Stock issued to her and entities she controls.

Life Sciences Holdings, Inc. (PLSH) is holding company structured to support the life sciences and health and wellness industry. Panacea,
which was founded by Leslie Buttorff in 2017 as a woman-owned business, attracted a $14 million investment from 22 nd Century
Group, Inc., or XXII, a plant biotechnology company which also has a focus on hemp products and technology, during 2019. XXII has retained
a 15.19% stake in us following the share exchange. Through Panacea, we are dedicated to developing and producing the highest-quality,
most medically relevant, legal, hemp-derived cannabinoid products for consumers and pets. Beginning at a farm Panacea owns a parcel of
located at Needle Rock, Colorado and leases laboratory space located within a 51,000 square foot, state-of-the-art, cGMP, extraction,
manufacturing, testing and fulfillment center located in Golden, Colorado, Panacea operates in every segment of the hemp product value
chain. From cultivation to finished goods, Panacea ensures its products with stringent testing protocols employed at every stage of the
supply chain. Panacea endeavors to offer pure natural remedies within product lines for every aspect of life: PANA Life, PANA Beauty,
PANA Sport, PANA Pet, PANA PURE and PANA Health.

 Its
subsidiary, Panacea Life Sciences, Inc. (PLS) is dedicated to manufacturing, research and producing the highest-quality, hemp-derived
cannabinoid, functional mushroom, Kratom and nutraceutical products for consumers and pets. From cultivation to finished goods, the company
ensures its products with stringent GMP standards and testing protocols employed at every stage of the supply chain.

 We
are well positioned to develop novel hemp extracts as dietary supplements and topical applications. Our biotechnology plans focus on
our research at Colorado State University where we are involved in several health-related research studies.

Distro, the second subsidiary of Panacea Life Sciences Holdings, Inc., manages six retail locations and a distribution center situated
in the Tampa, Florida area. These establishments provide a diverse range of products, including Nitro Kava, Kratom, Hemp, VAPE products,
and various beverages, with a primary focus on promoting alternative health and wellness. The Panacea Distro business is segmented into
two distinct areas—the retail stores and the cash & carry distribution warehouse. The retail stores are poised to evolve into
franchise stores, with the intention of eventually adopting the name "PANA KAVA JAVA." This strategic move is part of our
plan to establish a franchise model based on the success of these existing retail locations.

 In
2024, a third business entity, Pana Kava Java (PKJ), is set to emerge as the franchisor company, with a scheduled launch in Q3-Q4 2024.
Pana Kava Java is committed to establishing a unique franchise model, drawing inspiration from the European-style caf concept.
Patrons will have the opportunity to savor infused coffees and beverages, indulge in vaping, and enjoy an array of infused baked goods
in a welcoming atmosphere. Pana Kava Java, as the franchisor, will offer franchise rights to individuals interested in opening stores/caf s,
enabling them to sell products or services under the PKJ brand, leveraging our expertise and intellectual property. Currently, active
efforts are underway in developing the franchisor plan, encompassing aspects such as business development, flagship store establishment,
legal document preparation, marketing and packaging strategies, as well as the recruitment and training of franchisees.

 Results
of Operations

 Comparison
of the Years Ended December 31, 2023, and 2022.

 The
following table sets forth our results of operations for the years ended December 31, 2023, and December 31, 2022.

 Years Ended December 31,

 Period to

 2023

 2022

 Period Change

 Revenues from nutraceutical and CBD sales

 $
 1,762,903

 $
 1,515,448

 $
 247,455

 Revenues from PPE sales

 $
 -

 $
 111,530

 $
 (111,530
)

 Revenues from Pana Distro sales

 $
 595,549

 $
 -

 $

 595,549

 Cost of sales

 $
 1,262,979

 $
 1,230,508

 $
 (32,471
)

 Production related operating expenses

 $
 5,211,719

 $
 4,955,348

 $
 256,371

 General and administrative

 $
 1,456,412

 $
 1,093,364

 $
 363,048
)

 Interest expense

 $
 (1,555,877
)

 $
 (2,048,171
)

 $
 (492,294
)

 Unrealized gain on marketable securities

 $
 (1,092,429
)

 $
 (2,660,105

 $
 (1,567,676
)

 Realized gain on sale of securities

 $
 -

 $
 22,816

 $
 (22,816
)

 Other income (loss)

 $
 -

 $
 27,598

 $
 (27,598
)

 Employer retention credit

 $
 -

 $
 253,791

 $
 (253,791
)

 Rental income

 $
 178,411

 $
 232,183

 $
 (53,772
)

 Year
Ended December 31, 2023, and 2022

 Net
Revenues

 We
are principally engaged in the business of manufacturing, producing, and selling products for nutraceutical companies and our own products
made from industrial hemp. Revenue consists of sales of our five categories of brand products, white label and contract manufacturing sales
to other hemp companies, raw material sales (distillate and isolate), and tolling arrangements.

 Our
revenues for the year ended December 31, 2023, increased by $757,978, or 47%, to $2,384,956 as compared to $1,626,978 for the year ended
December 31, 2022. The increase in sales is in 2023 was due to the company's increased focus on contract manufacturing for nutraceutical
companies.

 Cost
of Sales

 Cost
of sales for the year ended December 31, 2023, increased by $32,471, or 3%, to $1,262,979 as compared to $1,230,508 for the year ended
December 31, 2022. The increase in cost of sales was due primarily to more material procurement from increased revenues. The primary
components of cost of sales include the cost of procuring raw materials and the cost of manufacturing the associated products.

 Operating
Expenses

 Operating
expenses for the year ended December 31, 2023, increased by $619,419, or 10%, to $6,668,131 as compared to $6,048,712 for the year
ended December 31, 2022. The increase in operating expenses was primarily due to increased production related operating expenses as
well as increased general and administrative expenses.

 The
increase in production relating expenses of $256,371 or 5% to 5,211,719 for the year ended December 31, 2023, as compared to $4,955,348
for the year ended December 31, 2022, was primarily due to increased storage costs and increased building costs.

 The
increase in general and administrative expenses of $363,048 or 33% to 1,456,412 for the year ended December 31, 2023, as compared to
$1,093,364 for the year ended December 31, 2022, was primarily due to increased bad debt write-offs. Included in this increased bad debt
expense was a write-off of a $500,000 receivable representative of hemp due to the company from XXII. This receivable was deemed uncollectible
and subsequently expensed.

 Other
income (expense)

 Other
income for the year ended December 31, 2023, increased by $1,021,196, or 29%, to (2,469,147) as compared to (3,490,432) for the year
ended December 31, 2022. This increase is due primarily to decreased interest expense and a smaller unrealized loss related to the value
of the shares of XXII held by the company. On January 3, 2022, XXII closed at $3.12 per share. On January 3, 2023, XXII closed at $0.91
and on December 29, 2023, closed at $0.20 per share. The stock and was also subject to a reverse share split of 15 to 1 that took place
on July 5, 2023.

 Summary
of Cash Flows

 Years ended December 31,

 2023

 2022

 Cash (used in) / provided by

 Operating activities

 $
 (1,524,463
)

 $
 (2,399,579
)

 Investing activities

 (65,322
)

 (196,972
)

 Financing activities

 1,683,756

 2,583,728

 Net increase (decrease) in cash and cash equivalents

 $
 93,971

 $
 (12,823
)

 Cash
flows from operating activities

 Net
cash used in operating activities was $1,524,463 for the year ended December 31, 2023, as compared to $2,399,579 for the year ended December
31, 2022. The decrease in 2023 was due primarily to decreasing operating and SG&A expenses. The largest source of operating cash
is from our customers CBD sales are processed online with payment due at checkout, and the associated credit card payments are collected
and paid within 1-2 business days. Other white label and contract manufacturing customers generally pay before the products are released
or some larger customers are given either net 10, 2% or 30 day net terms.

 Cash
flows from investing activities

 Net
cash used in investing activities was $65,322 for the year ended December 31, 2023, as compared to $196,972 for the year ended December
31, 2022. The decrease of cash used in 2023 was due primarily to fewer fixed asset purchases.

 Cash
flows from financing activities

 Net
cash used in financing activities was $1,683,756 for the year ended December 31, 2023, as compared to $2,583,728 for the year ending
December 31, 2022.

 During
the year ended December 31, 2023 cash provided by financing activities totaled $1,683,756 which included repayment of $135,000 on a convertible
note, repayment of related party notes in the amount of $272,075 and proceeds of $2,090,831 from related party notes.

 During
the year ended December 31, 2022, cash provided by financing activities totaled $2,583,728 which included proceeds of $4,090,448 from
related party notes and $253,791 from a related party payroll protection loan partially offset by repayments of convertible notes of
$1,100,000 and repayment of related party notes payable in the amount of $660,511. In 2023 the primary financing was cash provided by
Company's CEO.

 Liquidity
and Capital Resources

 On
December 31, 2023, we had approximately $14,933 of liquid marketable securities and $100,922 in cash. Our Chief Executive Officer holds
the XXII shares pursuant to the pledge agreement and has the power at any time to permit us to sell the shares to provide working capital.
We have borrowed substantial sums from Leslie Buttorff, our Chief Executive Officer, to meet its working capital obligations. On June
30, 2021, Panacea issued an affiliate of Ms. Buttorff a 12% demand promissory note for $4.063 million and issued Ms. Buttorff a 10% demand
promissory note for $1.624 million secured by a pledge of certain XXII common stock owned by Panacea. Additionally, we have a line of
credit with Ms. Buttorff through which it may borrow up to $8 million at a 10% annual interest rate.

 We
will not have sufficient cash resources to sustain our operations for the next 12 months, particularly if the large sales contracts we
have do not result in the revenue anticipated. This raises substantial doubt as a going concern as we are dependent on obtaining financing
from one or more debt or equity offerings or further loans from Ms. Buttorff assuming she agrees to advance further funds.

 These
consolidated financial statements are presented on the basis that we will continue as a going concern. The going concern concept contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. No adjustment has been made to the carrying
amount and classification of our assets and the carrying amount of our liabilities based on the going concern uncertainty. These factors
raise substantial doubt about our ability to continue as a going concern for a period of 12 months from the issuance date of this report.
Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional
debt and/or equity capital. In addition, due to insufficient revenue, we will need to obtain further funding through public or private
equity offerings, debt financing, collaboration arrangements or other sources in order to maintain active business operations. We currently
do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. The issuance of any additional shares
of common stock, preferred stock or convertible securities could be substantially dilutive to our stockholders. In addition, adequate
additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital, we will be forced to
borrow additional sums from our Chief Executive Officer or delay, reduce or eliminate our research and development programs, we may not
be able to continue as a going concern, and we may be forced to discontinue operations. These consolidated financial statements do not
include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that
might be necessary should we be unable to continue as a going concern.

 Off
Balance Sheet Arrangements

 As
of December 31, 2023, we had no material off-balance sheet arrangements.

Accounting Estimates and New Accounting Pronouncements

Accounting Estimates

 The
discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which
have been prepared in accordance with US GAAP. The preparation of our consolidated financial statements requires its management to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. Our management
bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation
of our consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may
differ from these estimates and such differences could be material to our financial position and results of operations.

accounting estimates are those that our management considers the most important to the portrayal of our financial condition and results
of operations because they require management's most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain. Our critical accounting estimates in relation to its consolidated
financial statements include those related to:

 and intangible assets

 Fair
 value of marketable securities

 Incremental
 Borrowing Rate used Right of Use Asset Calculations

 Business
 combinations

and Indefinite-Lived Intangibles

 We
allocate the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the
remaining amount classified as goodwill. The identification and valuation of these intangible assets and the determination of the estimated
useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and
estimates. These estimates are made based on, among other factors, review of projected future operating results and business plans, economic
projections, anticipated highest and best use of future cash flows and the cost of capital. The use of alternative estimates and assumptions
could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact
to our results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments
and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets.

is not amortized but is tested for impairment annually and whenever events or circumstances change that indicate impairment may have
occurred. We tested goodwill for impairment and determined there was no impairment and found not impairment charge based on the excess
of a reporting unit's carrying amount over our fair value.

 Fair
value of marketable securities

 Marketable
securities are recorded at fair value using the quoted market prices and changes in fair value are recorded as net realized gains or
losses in comprehensive income. We monitor these investments for impairment and make appropriate reductions in carrying values as necessary.

 Incremental
Borrowing Rate used Right of Use Asset Calculations

 We
determine if a contract is a lease or contains a lease at the inception of the contract and reassess that conclusion if the contract
is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use, or ROU,
assets are included in non-current other assets on our consolidated balance sheet. Operating lease liabilities are separated into a current
portion, included within other accrued liabilities on our consolidated balance sheet, and a non-current portion, included within other
long-term liabilities on our consolidated balance sheet. We do not have any finance lease ROU assets or liabilities. ROU assets represent
our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising
from the lease. We do not obtain and control the right to use the identified asset until the lease commencement date.

 Our
lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required
to be paid over the lease term. Because the interest rate implicit in the lease is not readily determinable, we generally use our incremental
borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information
available at the lease commencement date. We factor in publicly available data for instruments with similar characteristics when calculating
our incremental borrowing rates. Our ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the
carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives
provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU
asset or lease liability.

 Business
Combinations

 We
have applied significant estimates and judgments in order to determine the fair value of the identified assets acquired, liabilities
assumed and goodwill recognized in connection with our business combinations to ensure the value of the assets and liabilities acquired
are recognized at fair value as of the acquisition date. In measuring the fair value, we utilize valuation techniques consistent with
the market approach, income approach, or cost approach.

 The valuation of the identifiable assets and liabilities
includes assumptions made in performing the valuation, such as projected revenue, weighted average cost of capital, discount rates, estimated
useful lives, and other relevant assessments. These assessments can be significantly affected by our estimates, judgments, and assumptions.
If actual results are not consistent with our estimates, judgments, or assumptions, or if additional or new information arises in the
future that affects our fair value estimates, then adjustments to our initial fair value estimates may have a material impact to our purchase
accounting or our results of operations. If actual results are not consistent with our estimates, judgments, or assumptions, or if additional
or new information arises in the future, beyond our one-year measurement period, that affects our fair value estimates, then adjustments
to our initial fair value estimates may have a material impact to our results of operations.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 A smaller reporting company is not required to provide
the information required by this item.

 Item
8. Financial Statements and Supplementary Data

to Financial Statements Required by Article 8 of Regulation S-X:

 Audited
Financial Statements:

 CONTENTS

 CONSOLIDATED
 FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firms (PCAOB ID: 5041)

 Consolidated Balance Sheets as of December 31, 2022 and 2021

 Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022 and 2021

 Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Panacea Life Sciences Holdings, Inc.:

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Panacea Life Sciences Holdings, 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 years
in the period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide
a reasonable basis for our opinion.

Audit Matter

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.

 We
determined that there are no critical audit matters.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
 have served as the Company's auditor since 2021

 Lakewood,
 CO

 March
 29, 2024

 F- 2

Life Sciences Holdings, Inc. and Subsidiary

 Unaudited
Condensed Consolidated Balance Sheets

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 100,922

 $
 6,951

 Accounts receivable, net

 263,970

 206,127

 Other receivables, related party

 -

 500,000

 4,013,525

 4,448,725

 Marketable securities related party

 Prepaid expenses and other current assets

 263,003

 113,098

 TOTAL CURRENT ASSETS

 4,656,353

 6,382,263

 Operating lease right-of-use asset, net, related party

 3,864,591

 3,242,381

 Property and equipment, net

 6,448,068

 7,675,995

 Intangible assets, net

 -

 -

 3,014,450

 2,188,810

 TOTAL ASSETS

 $
 17,983,462

 $
 19,489,449

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 4,629,591

 $
 2,666,076

 Operating lease liability, current portion, related party

 2,913,781

 2,090,271

 Note payable-current, related party

 11,397,617

 9,871,803

 First Bank note payable

 292,942

 -

 Convertible note payable, net

 115,000

 346,671

 Paycheck protection loan, SBA Loan

 99,100

 99,100

 TOTAL CURRENT LIABILITIES:

 19,448,031

 15,073,921

 Operating lease liability, long-term portion, related party

 3,254,021

 2,987,208

 Other long-term liabilities, related party

 3,572,864

 3,572,864

 TOTAL LIABILITIES

 26,274,916

 21,633,993

 Commitments and contingencies

 -

 -

 STOCKHOLDERS' EQUITY

 Series A Preferred Stock: $ 0.0001 Par Value, 1,000 shares designated; 0 and 350 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 -

 -

 Series B-1 Preferred: $ 0.0001 Par Value, 32,000,000 shares designated; 1,500,000 and 1,500,000 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 Series B-2 Preferred: $ 0.0001 Par Value, 6,000,000 shares designated; 6,000,000 and 6,000,000 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 Series C Preferred: $ 0.0001 Par Value, 1,000,000 shares designated; 1,000,000 and 1,000,000 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 Series C-1 Preferred: $ 0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 Series C-2 Preferred: $ 0.0001 Par Value, 100 and 0 shares designated and 100 and 0 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 -

 -

 Series D Preferred: $ 0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 Series E Preferred: $ 0.0001 Par Value, 3,853,000 shares designated and issued on December 31, 2023.

 -

 Preferred stock, value

 -

 Common Stock: $ 0.0001 Par Value, 650,000,000 shares authorized; 17,645,352 and 14,965,317 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.

 1,765

 1,497

 Additional paid in capital

 25,628,442

 23,760,704

 Accumulated deficit

 ( 33,922,898
)

 ( 25,907,597
)

 TOTAL STOCKHOLDERS' EQUITY

 ( 8,291,454
)

 ( 2,144,544
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 17,983,462

 $
 19,489,449

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

 F- 3

Life Sciences Holdings, Inc. and Subsidiary

 Unaudited
Condensed Consolidated Statements of Operations

 2023

 2022

 For the year ending December 31

 2023

 2022

 REVENUE

 $
 2,384,956

 $
 1,626,978

 COST OF SALES

 1,262,979

 1,230,508

 GROSS PROFIT

 1,121,977

 396,470

 OPERATING EXPENSES

 Production related operating expenses

 5,211,719

 4,955,348

 General and administrative expenses

 1,456,412

 1,093,364

 TOTAL OPERATING EXPENSES

 6,668,131

 6,048,712

 LOSS FROM OPERATIONS

 ( 5,546,154
)

 ( 5,652,242
)

 OTHER INCOME (EXPENSES)

 Interest expense

 ( 1,555,877
)

 ( 2,048,171
)

 Unrealized gain (loss) on marketable securities, net

 ( 1,092,429
)

 ( 2,660,105
)

 Realized gain on sale of securities

 -

 22,816

 Other income (loss)

 -

 27,598

 Employer retention credit

 -

 253,791

 Rental Income

 178,411

 232,183

 Gain on extinguishment of debt

 681,546

 TOTAL OTHER INCOME (EXPENSE)

 ( 2,469,147
)

 ( 3,490,342
)

 INCOME (LOSS) BEFORE INCOME TAXES

)

 ( 9,142,584
)

 TAXES

 -

 -

 NET INCOME (LOSS)

 $
)

 $
 ( 9,142,584
)

 Per-share data

 Basic and diluted loss per share

 $
 ( 0.48
)

 $
 ( 0.62
)

 Weighted average number of common shares outstanding

 16,627,458

 14,862,077

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

 F- 4

 PANACEA LIFE SCIENCES HOLDINGS, INC. AND SUBSIDIARY

 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

 (unaudited)

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Preferred Stock

 Additional Paid-in

 Accumulated

 Total Stockholder's

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance as of December 31, 2022

 8,530,350

 $

 14,965,317

 $
 1,497

 $
 23,760,704

 $
 ( 25,907,597
)

 $
 ( 2,144,544
)

 Balance

 8,530,350

 $

 14,965,317

 $
 1,497

 $
 23,760,704

 $
 ( 25,907,597
)

 $
 ( 2,144,544
)

 Sale of shares to investors

 -

 -

 454,545

 74,955

 75,000

 Issuance of common shares for services

 275,490

 23,069

 23,097

 Issuance of restricted shares to employees

 1,410,000

 ( 141
)

 -

 Shares issued in settlement of convertible note

 -

 -

 540,000

 134,946

 135,000

 Preferred Series E shares issued in acquisition

 3,853,000

 -

 -

 1,634,909

 1,635,295

 Net Loss

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 12,383,350

 $
 1,238

 17,645,352

 $
 1,765

 $
 25,628,442

 $
 ( 33,922,898
)

 $
 ( 8,291,454
)

 Balance

 12,383,350

 $
 1,238

 17,645,352

 $
 1,765

 $
 25,628,442

 $
 ( 33,922,898
)

 $
 ( 8,291,454
)

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

Life Sciences, Inc.

 Statements
of Cash Flows

 2023

 2022

 For
 the years ended December 31

 2023

 2022

 Cash
 flows from operating activities

 Net
 income (loss)

 $
)

 $
 ( 9,142,584
)

 Adjustments
 to reconcile net loss to net cash used in operating activities

 Depreciation

 1,712,969

 1,669,690

 Realized
 gain on sale of securities

 -

 ( 22,816
)

 Unrealized
 (gain)/loss on marketable securities

 1,092,429

 2,660,105

 Insurance Disposal

 538,583

 -

 Non
 cash settlement of convertible note and accrued interest

 74,999

 ( 253,791
)

 Amortization
 of intangible assets

 -

 61,401

 Amortization
 of debt discount and non-cash interest expense

 38,329

 1,067,304

 Changes
 in operating assets and liabilities

 Accounts
 receivable

 431,317

 38,369

 297,391

 ( 184,448
)

 Prepaid
 expense and other assets

 ( 149,905
)

 165,230

 Accounts
 payable and accrued expenses

 1,986,613

 1,083,188

 Operating
 lease liability, net

 468,113

 458,773

 Net
 cash used in operating activities

 ( 1,524,463
)

 ( 2,399,579
)

 Cash
 flows from investing activities

 Proceeds
 from sale of marketable securities

 -

 46,832

 Net
 fixed asset acquisitions

 ( 65,322
)

 ( 243,804
)

 Net
 Cash provided by (used in) investing activities

 ( 65,322
)

 ( 196,972
)

 Cash
 flows from financing activities

 Repayment
 of notes payable

 ( 135,000
)

 ( 1,100,000
)

 Proceeds
 from payroll protection loan, SBA loan

 -

 253,791

 Payments
 of principal on notes payable

 ( 272,075
)

 ( 660,511
)

 Proceeds
 from Notes payable - related party

 1,797,889

 4,090,448

 Proceeds
 from notes payable

 292,942

 -

 Cash
 provided by financing activities

 1,683,756

 2,583,728

 Net
 increase (decrease) in Cash and Cash Equivalents

 93,971

 ( 12,823
)

 Cash
 and Cash Equivalents, Beginning of Period

 6,951

 19,774

 Cash
 and Cash Equivalents, End of Period

 $
 100,922

 $
 6,951

 Supplemental
 Disclosure of Cash Flow Information

 Cash
 paid for income taxes during the year

 $
 -

 $
 -

 Interest
 payments during the year

 $
 -

 $
 -

 Noncash
 investing and financing activity

 recorded in acquisition

 $
 825,640

 $
 -

 Preferred
 shares issued in acquisition

 $
 1,646,134

 $
 -

 recorded in acquisition

 $
 ( 400,774
)

 $
 -

 Assets
 from acquisition

 $
 ( 419,720
)

 $
 -

 Conversion
 of Preferred A shares to Note Payable

 $
 385,000

 Issuance
 of Common Stock for services

 $
 -

 $
 55,000

 Capitalized
 assets purchased on account - related party

 $
 -

 $
 261,899

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

 F- 6

 PANACEA
LIFE SCIENCES HOLDINGS, INC. AND SUBSIDIARY

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2023

 NOTE
1 - NATURE OF ORGANIZATION

 Organization
and Business Description

Life Sciences Holdings, Inc. (the "Company", "Panacea Holdings", "we", "us", "our")
was incorporated on January 18, 2008, in the State of Nevada. In January 2019, the Company added to the scope of its business activities,
efforts to produce, market and sell products made from industrial hemp containing cannabidiol ("CBD").

Life Sciences Holdings, Inc. is a holding company organized as a plant-based natural health ingredient and product company, specializing
in the development, manufacturing, research, and distribution of products within the $134B and rapidly growing natural health and wellness
market segment for both humans and animals.

 The
company's first subsidiary, Panacea Life Sciences, Inc. (PLS), is dedicated to the production, distribution, research, and manufacturing
of premium-quality nutraceuticals, cannabinoids, mushrooms, kratom, and other natural, plant-based ingredients and products. Operating
from a cutting-edge 51,000 square foot cGMP facility located in Golden, Colorado, PLS is committed to delivering high-quality solutions
in the field of natural health and well-being.

Distro, the second subsidiary of Panacea Life Sciences Holdings, Inc., manages six retail locations and a distribution center situated
in the Tampa, Florida area. These establishments provide a diverse range of products, including Nitro Kava, Kratom, Hemp, VAPE and mushroom
products, and various beverages, with a primary focus on promoting alternative health and wellness.

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation and principles of consolidation

 On
September 30, 2023 the Company completed an Asset Purchase Agreement with N7 Enterprises. The results for N7 for the 4 th quarter
were consolidated.

 Going
concern

 These
audited consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern
concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception
in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of December 31, 2023, our
accumulated deficit was $ 33.9 million, and we had $ 0.1 million in cash and liquid stock. We also currently do not have sufficient cash
flow to pay our ongoing financial obligations on a consistent basis.

 These
factors raise doubt about the Company's ability to continue as a going concern for a period of 12 months from the issuance date
of these financial statements. Management plans to raise additional capital to fund operations, until the Company achieves and maintains
profitable operations and cash flows. Management cannot provide assurance that the issuance of any additional shares of common stock,
preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding
may not be available to us on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

 F- 7

 Use
of Estimates

 The
audited consolidated financial statements have been prepared in conformity with US GAAP and required management of the Company to make
estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant
estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used
in the calculation of right of use asset and lease liability, reserves for inventory, allowance for doubtful accounts, revenue allocations,
valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation
of net realizable value of inventory and fair value of non-cash equity transactions.

 Cash
and Cash Equivalents

 For
purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market
funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no
cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the
Company's cash accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") limit. On December 31, 2023 and
2022, the Company's cash balances did not exceed the FDIC limit.

 Accounts
Receivable

 Accounts
receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding
invoices and management's evaluation of collectability. Accounts are written off after all reasonable collection efforts have been
exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for
doubtful accounts. The Company's accounts receivable policy changed in 2020 to only provide larger, well-established companies
with Net 30 payment terms. For all other sales they are paid by credit card or wires received before the product is shipped to the customer.

 Inventories
are stated at lower of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and
managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method
and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation
include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based
on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation
and actual costs are expensed as incurred in the income statement as part of cost of goods sold.

 Marketable
securities

 The
Company's marketable securities consist of 80,200 and 1,203,000 shares of XXII as of December 31, 2023 and 2022, respectively,
which are classified as available-for-sale and included in current assets. (see Note 2 – Going Concern). Securities are
valued based on market prices for identical assets using third party certified pricing sources. Available-for-sale securities are carried
at fair value with unrealized and realized gains and losses reported as a component of income (loss). Realized gains and losses, if any,
are calculated on the specific identification method and are included in other income in the consolidated statements of operations.

 F- 8

 Fair
Value Measurements

 The
Company adopted the provisions of Accounting Standard Codification ("ASC") Topic 820, "Fair Value Measurements and
Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair
value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes
a three-tier value hierarchy that distinguishes among the following:

 Level
 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the
 ability to access.

 Level
 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
 assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly
 or indirectly.

 Level
 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 The
following table shows, by level within the fair value hierarchy, the Company's assets and liabilities at fair value on a recurring
basis as of December 31, 2023, and December 31, 2022:

OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS

 Total

 Level 1

 Level 2

 Level 3

 Total

 Level 1

 Level 2

 Level 3

 Marketable securities

 $

 $

 $
 -

 $
 -

 $

 $

 $
 -

 $
 -

 Total

 $

 $

 $
 -

 $
 -

 $

 $

 $
 -

 $
 -

 There
were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2023, or 2022.

OF MARKETABLE SECURITIES

 Balance at beginning of year

 $

 Unrealized gain (loss) on marketable securities, net

 ( 1,092,429
)

 Balance at end of period

 $

 As
of December 31, 2023, the Company has no liabilities that are re-measured at fair value.

 Property
and Equipment

 Property
and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the
various asset classes over their estimated useful lives, which range from three to ten years when placed in service. The cost of repairs
and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of,
the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the
year of disposition.

 Intangible
Assets and Goodwill

is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible
and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company
performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying
value. It has $ 2.189 million of goodwill from the acquisition of the assets of Phoenix Life Sciences, Inc. in October 2017 and 0.825
million from the N7 acquisition.

OF INTANGIBLE ASSETS AND GOODWILL

 Estimated Life

 Goodwill from Phoenix Acquisition

 Tested Yearly for Impairment

 Goodwill from N7 Acquisition

 Tested Yearly for Impairment

 F- 9

 Goodwill from Phoenix Acquisition

 $
 2,188,810

 $
 2,188,810

 Goodwill from N7 Acquisition

 825,640

 -

 Total

 $
 3,014,450

 $
 2,188,810

 Leases

 The
Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as
an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of
the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii)
90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating
leases are included in operating lease right-of-use ("ROU") assets, other current liabilities and long-term operating lease
liabilities in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, net, other
current liabilities, and long-term finance lease liabilities in the Company's consolidated balance sheets. ROU assets represent
the right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease
payments arising from the lease. For leases with terms greater than 12 months, the Company records the ROU asset and liability at commencement
date based on the present value of lease payments according to their term.

 The
Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of
the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms
may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease
expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset.

 In
addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term,
a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

 Convertible
Notes Payable

 None.

 Revenue
Recognition

 The
Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.

 The
Company accounts for a contract when it has been approved and committed to, each party's rights regarding the goods or services
to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability
is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted
to governmental authorities. However, the Company's sales are primarily through retail stores, purchase orders or ecommerce; thus,
currently contract liabilities are negligible. The Company does not have any multiple-element arrangements.

 Some
of the Company's contract liabilities consist of advance customer payments. Contract liability results from transactions in which
the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue
recognition criteria have been met, the contract liabilities are recognized. The Company recorded $ 349,705 and $ 368,065 in advanced customer
payments as of December 31, 2023, and December 31, 2022, respectively, and these amounts are included in the balance sheet line item
of accounts payable and accrued expenses. The customer payments have increased as the nutraceutical manufacturing business results in
larger contracts.

 F- 10

OF REVENUE FROM CONTRACT WITH CUSTOMER

 Balance, beginning of period

 $
 368,065

 $
 24,585

 Payments received for unearned revenue

 156,298

 412,891

 Revenue earned

 174,658

 69,411

 Balance, end of period

 $
 349,705

 $
 368,065

 Revenue
is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration
that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature,
amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded
reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step
model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the
promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of
the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance
obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 Revenue
related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed.
In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control
of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly.
Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and
output material has been transferred to the customer.

 Revenue
is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental
authorities. Some of the Company's contract liabilities consist of advance customer payments. A contract liability results from
transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet
been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. However, the Company's
sales are primarily through retail stores, purchase orders or ecommerce. The Company does not have any multiple-element arrangements.

 Shipping
and Handling Costs

 The
Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are
recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred.
Shipping costs are included as a component of general and administrative and were $ 97,911 and $ 84,507 for December 31, 2023, and December
31, 2022, respectively. The increase is due to higher postage costs and larger freight shipments.

 Advertising
& Marketing

 Advertising
costs are expensed when incurred. Included in this category are expenses related to public relations, investor relations, new package
design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and
paid advertising. The Company recorded advertising costs included in general and administrative costs of $ 17,947 and $ 209,254 for the
years ended December 31, 2023, and 2022, respectively.

 Segment
Information

 The
Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments
based on the manner in which management disaggregates the Company in making internal operating decisions. Segment identification and
selection is consistent with the management structure used by the Company's chief operating decision maker to evaluate performance
and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based
on the Company's management structure and method of internal reporting, the Company has one operating segment. The Company's
chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker
reviews operating results on an aggregate basis.

 F- 11

 Earnings
per Share

 The
Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, "Earnings per Share". Basic
earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common
shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred
stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share
calculation if their effect is anti-dilutive.

OF ANTI-DILUTIVE DILUTED LOSS PER SHARE

 2023

 2022

 Years ended December 31,

 2023

 2022

 Restricted Stock

 1,793,483

 107,993

 Options to purchase common stock

 551,854

 346,854

 Warrants to purchase common stock

 1,104,243

 1,117,094

 Series B-1 Convertible Preferred

 6,679

 6,679

 Series B-2 Convertible Preferred

 26,786

 26,786

 Series C Convertible Preferred

 2,289,220

 2,289,220

 Series C-1 Convertible Preferred

 1,064,908

 1,064,908

 Series C-2 Convertible Preferred

 2,050,000

 2,050,000

 Series D Convertible Preferred

 1,628,126

 1,628,126

 Series E Convertible Preferred

 3,853,000

 -

 Total

 14,368,299

 8,637,660

 Anti-dilutive securities

 14,368,299

 8,637,660

 Income
taxes

 The
Company accounts for income taxes in accordance with ASC 740, "Income Taxes". ASC 740 requires an asset and liability approach
for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement
recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income
or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes
represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities
at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability
of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax
assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit
and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been
made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 Recently
Issued Accounting Standards

 In
August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity
(Subtopic 815-40), Accounting for Convertible Instruments and Contract's in an Entity's Own Equity. The ASU simplifies accounting
for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain
settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity
contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for
annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December
15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have
on its consolidated financial statements.

 F- 12

 In
May 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications
and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts
in Entity's Own Equity (Subtopic 815- 40) Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options" which clarifies and reduces diversity in an issuer's accounting for modifications or exchanges of freestanding
equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity
should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity
classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a
modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to
as a "debt" or "debt instrument"), as the difference between the fair value of the modified or exchanged written
call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications
or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written
call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years
beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively
to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact
of this standard on its consolidated financial statements.

 The
Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,
results of operations, cash flows or disclosures.

 NOTE
3 – PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

 Property
and equipment, net including any major improvements, are recorded at historical cost. The cost of repairs and maintenance is charged
against operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related
assets, generally as follows:

OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES

 Estimated Life

 Computers and technological assets

 3 – 5 Years

 Furniture and fixtures

 3 – 5 Years

 Machinery and equipment

 5 – 10 Years

 Leasehold improvement

Years

 Property
and equipment, net consists of the following:

OF PROPERTY AND EQUIPMENT

 Computers and technological assets

 $
 3,776,320

 $
 3,776,320

 Furniture and fixtures

 161,830

 55,950

 Machinery and equipment

 7,846,788

 7,765,466

 Land

 92,222

 92,222

 Leasehold Improvements

 1,806,755

 1,508,915

 Total

 13,683,915

 13,198,873

 Total Property and equipment, gross

 13,683,915

 13,198,873

 Less accumulated depreciation

 ( 7,235,847
)

 ( 5,522,878
)

 Total Property and equipment, net

 $
 6,448,068

 $
 7,675,995

 Depreciation
expenses for the years ended December 31, 2023 and 2022 were $ 1,712,969 and $ 1,669,690 respectively.

 F- 13

 NOTE
4 – INVENTORY

consists of the following components:

OF INVENTORY

 Raw Materials

 $
 850,362

 $
 870,530

 Semi-Finished

 1,870,978

 1,863,501

 Finished Goods

 1,262,674

 1,694,574

 Packaging

 29,511

 20,120

 Total

 $
 4,013,525

 $
 4,448,725

 NOTE
5 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY

 Right
of Use

 The
Company adopted Accounting Standards Update ("ASU") No. 2016-02, "Leases" ("ASC 842") on January
1, 2019, the start of our 2019 fiscal year. The Company has one lease arrangement with a related party entered into on December 22, 2018,
for a 3-year term commencing January 1, 2019, for certain laboratory facilities with a nine-year extension option. This lease was extended
and now expires on December 31, 2030. At inception, the Company recognized a Right of Use Asset and a corresponding lease liability in
the amount of $ 4,595,509. The Company's lease arrangements may contain both lease and non-lease components. The Company has elected
to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations
in leases for which there is such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election
not to apply the recognition requirements of ASC 842 to Short-term leases. The Company has elected not to apply the ASC 842 recognition
criteria to any leases that qualify as Short-Term Leases.

 The
Company, as of January 1, 2019, leases a portion of the property (formerly the Environmental Protection Agency building) in Golden, CO
from J&N Real Estate, owned by the CEO, a related party with a term expiring on December 31, 2030. The lease consists of all laboratory
space including testing facilities, water treatment, extraction and production. The lease of the property is based on the fair market
rent and triple net lease (NNN) values competitive in the marketplace for a cGMP facility. The Company also subleases some of its laboratory
space to other CBD companies. This income is presented under the Other Income line items of the income statement. The leases vary from
short-term monthly leases to 3 -year leases but are all month to month. The Company also has seven different leases in the Tampa, FL area
for the Panacea Distro warehouse, cash and carry distribution facility, and six different retail store locations.

OF RIGHT OF USE ASSET AND LIABILITY

 Right-of-use assets

 $
 3,864,591

 $
 3,242,381

 Present value of operating lease liabilities

 $
 3,972,696

 $
 3,347,331

 Less: Long-term portion of operating lease liability

 ( 3,254,021
)

 ( 2,987,208
)

 Short-term portion of operating lease liability

 718,675

 360,123

 Unpaid balances

 2,195,106

 1,730,136

 Total short-term lease liability obligations

 $
 2,913,781

 $
 2,090,259

 Weighted-average remaining lease term (Ends December 31, 2030)

 5.95 years

 8 years

 Weighted-average discount rate

 3.0
 %

 During
years ended December 31, 2023, and 2022, we recognized approximately $ 560,626 and $ 458,772, respectively in operating lease costs. Operating
lease costs are included in operating expenses in our consolidated statement of operations.

 F- 14

 Approximate
future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, 2023, are as follows:

 Maturity
of operating lease liabilities for the following years ended:

OF MATURITY OF OPERATING LEASE LIABILITIES

 2024

 $
 827,996

 2025

 $
 830,307

 2026

 $
 764,830

 2027

 $
 474,122

 Thereafter

 $
 1,451,002

 Total undiscounted operating lease payments

 $
 4,348,257

 Less: Imputed interest

 $
 ( 375,561
)

 Present value of operating lease liabilities

 $
 3,972,696

 NOTE
6 – NOTES PAYABLE

 Paycheck
Protection Program Funding U.S. Small Business Administration Loan

 On
May 28, 2020, the Company received a secured, 30-year, Economic Injury Disaster Loan in the amount of $ 99,100 from the U.S. Small Business
Administration. The loan carries interest at a rate of 3.75 % per year, requires monthly payments of principal and interest, and matures
in 30 years. Installment payments, including principal and interest, of $ 483 monthly, will begin 12 months from the date of the promissory
Note. The SBA loan is secured by a security interest in the Company's tangible and intangible assets. As of December 31, 2023, the
current principal balance of this note amounted to $ 99,100 and accrued interest was approximately $ 2,047 total for the current and non-current
total.

 First
Bank Loan

 On
July 6, 2023, the company completed a promissory note with its bank, First Bank. The maturity on the loan is July 1, 2030, at a 6.82 %
annual interest rate. The loan was used for additional production manufacturing equipment totaling $ 298,761.
Principal and interest monthly payments are $ 4,627.38
and commenced in October 2023.

 Note
payable-current, related party

 As
part of the agreement in the reverse merger transaction, certain loan balances ("J&N Loans") from J&N Real Estate
Company, LLC an affiliate of the Company's CEO, ("J&N") and historical interest owed of $ 1,932,358 were combined
into a new promissory note with the principal amount of $ 4.062 million ("J&N Note"). The J&N Note bears annual interest
at 12 % and was secured by a pledge of certain XXII common stock owned by Panacea (See Note 2 Going concern).

 On
June 30, 2021, Panacea issued the Company's CEO, Ms. Buttorff, a 10 % promissory note in the amount of $ 1,685,685 (the "Buttorff
Note"). The Buttorff Note was secured by a pledge of certain XXII common stock owned by Panacea (See Note 2 Going concern).
This demand note replaced a prior working capital note that Panacea had issued on January 1, 2021. The Company has an additional line
of credit note from Ms. Buttorff of $ 8,000,000 on July 1, 2021. The terms include an annual interest rate of 10 % and a maturity date
in 2024.

OF NOTES PAYABLE RELATED PARTY

 J&N Note

 $
 4,062,713

 $
 4,062,713

 CEO Note

 7,334,904

 5,809,090

 Total related party notes

 $
 11,397,617

 $
 9,871,803

 Other
long-term liabilities, related party

 The
Company has recorded a related party liability ("Fixed Asset Loan") in the amount of $ 3,059,474, as of December 31, 2023, and 2022, relating to building leasehold improvements and SAP software and support
fees which were paid by an affiliate company of the CEO. The balance bears interest of 6 %,
and the maturity date has not yet been determined.

 F- 15

 In
2020, the Company recorded an additional related party liability in the amount of $ 513,390 in respect of certain building improvements,
due to J&N Real Estate Company (a company owned by the CEO) ("J&N Building Loan"). The balance bears no interest,
and the maturity date has not yet been determined.

 Other long-term liabilities, related party are summarized as follows.

OF NOTES PAYABLE

 Other long-term liabilities, related party

 Fixed Asset Loan

 $
 3,059,474

 $
 3,059,474

 J&N Building Loan

 513,390

 513,390

 Total

 $
 3,572,864

 $
 3,572,864

 NOTE
7 - STOCKHOLDERS' EQUITY

 Common
stock

 The
Company's authorized common stock consists of 650,000,000 shares with a par value of $ 0.0001 per share.

 On
March 3, 2022, the Series A preferred stock was converted to a convertible loan for $ 385,000, due in March 2023. In February 2023, the
balance of the note payable was reduced by $ 270,000 through a cash payment of $ 135,000 and an issuance of 540,000 shares of common stock.
The outstanding amount of $ 115,000 was due as of June 2023, but the Company was unable to pay off the debt. (See subsequent events).

 Common
stock options

 Stock
Option Plan

 On
June 30, 2021 the Company's stockholders approved the 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides
for the issuance of 339,522 incentive awards in the form of non-qualified and incentive stock options, restricted stock awards, restricted
stock unit awards, warrants and preferred stock. The awards may be granted by the Company's Board of Directors to its employees,
directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary
of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date
of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable
in such installments as the Board of Directors or Compensation Committee may specify. Stock options expire no later than ten years from
the date of grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 144,621. Unless sooner
terminated, the Plan shall terminate in 10 years.

 As
part of the merger of Exactus, Panacea assumed the Exactus 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan provides
for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted
stock awards, and restricted stock unit awards. The awards may be granted by the Company's Board of Directors to its employees,
directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary
of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date
of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable
in such installments as the Board or Compensation Committee may specify. Stock options expire no later than ten years from the date of
grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 339,286. Unless sooner terminated,
the Plan shall terminate in 10 years. This plan had 196,491 fully vested options outstanding at the time of the merger. There have been
no options granted under this plan subsequent to the merger.

 F- 16

 Stock
Options

 A
summary of the stock option activity is presented below:

 SCHEDULE OF STOCK OPTIONS

 Options Outstanding as of December 31, 2023

 Number of Shares Subject to Options

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (in years)

 Aggregate Intrinsic Value

 Balance at December 31, 2022

 346,854

 $
 2.80

 3.57

 -

 Options granted

 205,000

 0.21

 4.11

 -

 Options exercised

 -

 -

 -

 -

 Options canceled / expired

 -

 -

 -

 -

 Balance at December 31, 2023

 551,854

 $
 1.841

 3.04

 $
 -

 Vested and exercisable at December 31, 2023

 551,854

 $
 1.84

 3.70

 $
 2,500

 Stock
Warrants

 On
November 18, 2021, the Company entered into a Securities Purchase Agreement ("SPA") with Lincoln Park Capital Fund, LLC (the
"Purchaser") pursuant to which the Company agreed to sell a 10 % original issue discount senior convertible promissory note
in the principal amount of $ 1,100,000 (the "Convertible Note") and five -year warrants to purchase 785,715 shares of the Company's
common stock, par value $ 0.0001 per share at an exercise price of $ 1.40 per share (the "Warrants") pursuant to the terms
and conditions of the SPA for a total purchase price of $ 1,000,000. The Note was due November 18, 2022, which is one year from the issuance
date and was paid.

 On
March 3, 2022, the Company entered in an Exchange Agreement with an institutional investor pursuant to which the Company issued a 10 %
original issue discount senior convertible promissory note in the principal amount of $ 385,000 (the "Note") and five -year
warrants to purchase 275,000 shares of the Company's common stock, par value $ 0.0001 per share at an exercise price of $ 1.40 per
share in exchange for 350 shares of the Company's Series A Convertible Preferred Stock. As of December 31, 2022, the Company also
had outstanding warrants to purchase an aggregate of 56,377 shares of common stock. These warrants were previously issued by the Company
prior to the exchange agreement.

 The
Company's outstanding warrants as of December 31, 2023, are summarized as follows, and all were exercisable at that date.

 A
summary of the Company's outstanding warrants is presented below:

OF WARRANTS OUTSTANDING

 Warrants Outstanding as of December 31, 2023

 Number of Shares Subject to Warrants

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (in years)

 Aggregate
 Intrinsic
 Value

 Balance on December 31, 2022

 1,117,092

 $
 2.02

 4.05

 -

 Options granted

 -

 -

 -

 -

 Options exercised

 -

 -

 -

 -

 Options canceled / expired

 12,851

 -

 -

 -

 Balance at December 31, 2023

 1,104,243

 $
 1.79

 3.10

 $
 -

 Vested and exercisable at December 31, 2023

 1,104,243

 $
 1.79

 3.10

 $
 -

 As
of December 31, 2023, the outstanding warrants have no intrinsic value.

 F- 17

 Restricted
Stock

 A
summary of the restricted stock activity is presented below:

 SUMMARY
OF RESTRICTED STOCK

 Restricted Stock Common Stock

 Balance at December 31, 2022

 107,993

 Balance at December 31, 2023

 1,793,483

 As
of December 31, 2023, there were no unamortized or unvested stock-based compensation costs related to restricted share arrangements.
These shares are included in the total of outstanding shares as of December 31, 2023.

 Preferred
Stock

 The
Company's authorized preferred stock consists of 50,000,000 shares with a par value of $ 0.0001.

 On
September 30, 2023, an asset purchase agreement with N7 Enterprises was closed. The original agreement was to award N7 785
shares of preferred E stock. Each share is convertible into 10,000
shares of common stock. The agreement contained a provision permitting the total number of shares to be adjusted based on projected
sales targets being achieved. Due to these sales targets not being met, subsequent to the original award, the preferred shares were
reduced to 385.

 NOTE
8 - COMMITMENTS AND CONTINGENCIES

 Legal
Matters

 In
the ordinary course of business, the Company enters into agreements with third parties that include indemnification provisions which,
in its judgment, are normal and customary for companies in the Company's industry sector. These agreements are typically with business
partners, and suppliers. Pursuant to these agreements, the Company generally agrees to indemnify, hold harmless, and reimburse indemnified
parties for losses suffered or incurred by the indemnified parties with respect to the Company's products, use of such products,
or other actions taken or omitted by us. The maximum potential number of future payments the Company could be required to make under
these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related
to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly,
the Company has no liabilities recorded for these provisions as of December 31, 2022.

 Concentrations

 The
Company has no concentration of vendors that would impact production costs in the longer term.

 On
the revenue side, for the year ended December 31, 2023, there was a concentration of two customers. Both were nutraceutical contract
manufacturing customers who represent 15 % and 9 % of revenue.

 For
the year ended December 31, 2022, there was a concentration of two customers. Both are tolling partners who represent 16 % and 10 % of
total revenue.

 The
other concentration is in the accounts receivable category, where three customer accounts for 68 % of the accounts receivable in 2023.
One of the three customer contracts is unique in that the company produced all the products for them to sell, and they pay Panacea as the items
are sold in the ecommerce marketplace. Thus, until their inventory is depleted, we will have accounts receivable. This customer receivable
is 27 % of the 68 %. In 2022, this same customer accounted for 33 % of our total receivables. One customer is a nutraceutical contract manufacturing
customer whose receivables represent 12 % of the 68 %. The other customer concentration is represented by a tenant who subleases space
in the building and represents 29 % of the 68 %.

 F- 18

 The
Company has no other contingencies, material commitments, or purchase obligations or sales obligations.

 Executive
Employment Agreement

 On
December 31, 2021, the Company entered into an updated Employment Agreement with Leslie Buttorff pursuant to which Ms. Buttorff serves
as the Company's Chief Executive Officer for an initial term of July 1, 2021, to December 31, 2024 (the "Employment Agreement).
Under her Employment Agreement, Ms. Buttorff receives an annual base salary of $ 380,000. Ms. Buttorff is also entitled to receive (i)
a sales commission of 2 % of revenue from sales generated by Ms. Buttorff after revenue exceeds $ 500,000 for three consecutive months,
(ii) an award of $ 2.2 million of shares of common stock upon approval of the Company's common stock for listing on The Nasdaq Capital
Market prior to expiration of the term of the Employment Agreement, and (iii) an annual cash performance bonus of up to 100 % of her base
salary based on the achievement of performance metrics for the applicable fiscal year to be set by the Board of Directors. To date, Ms.
Buttorff has not taken a salary, payments have accrued commencing in January 2021, and the amount due is included in accounts payable.

 Under
her Employment Agreement, she is entitled to severance payments under termination provisions which are intended to comply with Section
409A of the Internal Revenue Code of 1986, or the Code, and the Regulations thereunder.

 In
the event of termination by the Company without "cause" or resignation by Ms. Buttorff for "good reason," Ms.
Buttorff is entitled to receive two years' base salary, or $ 780,000, all unreimbursed business expenses and other accrued but unpaid
compensation, and any annual bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the date of termination
occurs. In addition, in the event of termination by the Company without "cause," subject to execution of a general release
Ms. Buttorff will be entitled to (i) a settlement amount equal to another two years' base salary (or a total of $ 1,560,000) and
(ii) an amount equal to the annual bonus which Ms. Buttorff would have been entitled to receive in respect of the year of termination
based on the achievement of any performance objectives for the Company.

 Generally,
"good reason" is defined as (i) any material breach of the Employment Agreement by the Company, (ii) the Company's
assignment of Ms. Buttorff to a position that has materially less authority, status, or functional responsibility than the position with
the Company as of the commencement date, or the assignment to her of duties that are not those of an executive at the management level,
(iii) the reduction of Ms. Buttorff's base salary, (iv) the requirement that Ms. Buttorff move her primary place of employment
more than 30 miles from her initial place of employment, or (v) upon any change of control event as defined in Treasury Regulation Section
1.409A-3(i)(5) provided that within 12 months of the change of control event the Company terminates Ms. Buttorff or fails to obtain an
agreement from any successor to perform the Employment Agreement.

 Under
the terms of her Employment Agreement, Ms. Buttorff is subject to non-competition and non-solicitation covenants during the term of her
employment and following termination of employment with the Company. The Employment Agreement also contains customary confidentiality
and non-disparagement covenants.

 NOTE
9 - RELATED PARTY TRANSACTIONS

 Notes
Payable and Accrued Interest – Related Parties

 For
information on related party loans to the Company and other related party transactions, see Notes 5 and 6, Operating Lease and Notes
Payable.

 The
accrued interest and interest expenses recorded for related party loans are shown below.

OF RELATED PARTY TRANSACTIONS LOANS

 Accrued Interest

 Related party loan J&N

 $
 1,413,210

 $
 796,891

 Related party loan-CEO loan

 476,536

 271,585

 Related party loan – Line of credit

 966,105

 282,869

 Accrued Interest

 966,105

 282,869

 F- 19

 Year ended December 31, 2023

 Year ended December 31, 2022

 Interest Expense

 Related party loan J&N

 $
 616,319

 $
 546,952

 Related party loan-CEO loan

 204,952

 185,525

 Related party loan – Line of Credit

 683,237

 253,634

 Interest Expense

 683,237

 253,634

 NOTE
10 – INCOME TAXES

 The
Company has incurred aggregate net operating losses of approximately $ 33,922,898 million for income tax purposes as of December 31, 2023.
The net operating losses carry forward for United States income taxes, which may be available to reduce future years' taxable income.
Management believes that the realization of the benefits from these losses appears not more than likely due to the Company's limited
operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation
allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make
adjustments as necessary.

 The
following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company's effective
tax rate for financial statement purposes for the years ended December 31, 2023 and 2022. The company has yet to file income taxes for
the year ended December 31, 2023.

OF EFFECTIVE TAX RATE

 U.S. federal statutory rate

 21.0
 %

 Increase (decrease) in taxes resulting from:

 Increase in valuation allowance

 ( 21.9
)%

 ROU Assets/Liabilities

 ( 2.7
)%

 State taxes

 3.6
 %

 Income tax (expense) benefit

 -
 %

 The
Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2023, because it was not
known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $ 8.015 million
in fiscal 2023. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject
to an annual limitation, based upon IRC Section 382/383 Ownership change rules that may have or could occur in the future. The Company
does not have any uncertain tax positions or events leading to uncertainty in a tax position.

 NOTE
13 – SUBSEQUENT EVENTS

 On
January 1, 2024 Company decided to not move forward with the Pur Life Medical deal as the deal terms could not be met. The Company was
sold to a private company owned by PLSH CEO and President of which they own 35 % each.

 In
March 5, 2024 the Company came to agreement with its previous Preferred A shareholder to resolve the $ 100,000 debt outstanding. The Company
agreed to settle this debt for 666,000 restricted common shares.

 F- 20

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management carried out an evaluation, with the participation of our principal executive officer (who currently also serves as our principal
financial officer) and our former principal financial officer, required by Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934
(the "Exchange Act") of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e)
under the Exchange Act. Based on their evaluation, our principal executive officer and our former principal financial officer concluded
that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including
our principal executive officer and former principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our management, under the supervision and with the participation of our principal executive officer and financial
officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report.
Our management's evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated
Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. In designing and evaluating the disclosure
controls and procedures, management recognizes that because of inherent limitations, any controls and procedures, no matter how well
designed and operated, may not prevent or detect misstatements and can provide only reasonable assurance of achieving the desired control
objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,
and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their
costs.

 Our
internal control over financial reporting includes those policies and procedures that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
 assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
 of our management and directors; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
 use or disposition of our assets that could have a material effect on the financial statements.

 Management's
Assessment of the Effectiveness of the Company's internal Control over Financial Reporting

 Our
principal executive officer and financial officer concluded that our disclosure controls and procedures were not effective to ensure
that the information relating to us is required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management to allow timely
decisions regarding required disclosure as a result of the following material weaknesses in our internal control over financial reporting:

 The
 Company does not have sufficient segregation of duties within accounting functions due to only having two officers and limited resources.

 The
 Company does not have an audit committee; and

 The
 Company does not have written documentation of our internal control policies and procedures.

 We
plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and
hiring additional accounting personnel at such time as we raise sufficient capital to do so.

 Changes
in Internal Controls over Financial Reporting

 There
have been no changes in the internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the quarter ended December 31, 2022, that have materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following information sets forth the names, ages, and positions of our current directors and executive officers as of March 15, 2023.

 Name

 Age

 Present
 Positions

 Leslie
 Buttorff

 CEO
 and Chairman

 Lawrence
 J. Wert

 Director

 Nick
 Cavarra

 President

 Nathan
 Berman

 Controller

 Directors

 Our
Board is currently comprised of two (2) members. The following biographical information discloses each director's age, business
experience and other directorships held during the past five years. It also includes the experiences, qualifications, attributes and
skills that led to the conclusion that the individual should serve as our director.

 Leslie
Buttorff is our Chief Executive Officer and director since June 30, 2021. Ms. Buttorff has been the Chief Executive Officer of Panacea
Life Sciences Holding s, Inc., a company which manufactures and develops pharma-grade hemp-related products since 2017. In addition,
Ms. Buttorff has been the Chairman of the Board of Quintel-MC, Inc. a company that focuses on SAP ERP (Enterprise Resource Planning)
implementations since 2002. Ms. Buttorff formed Quintel-MC, Inc. in 2002. Before establishing Quintel, Ms. Buttorff was the global practice
leader for Arthur D. Little's Utilities and Energy practice and was responsible for the alliance with Perot Systems. Ms. Buttorff
is also a member of the Boards of Active Youth Network (provides revenue and enables information for sports teams, high schools and clubs)
and JobZology (a CSU spinoff focused on matching people and jobs for employers). Ms. Buttorff was appointed to our Board as a result
of her knowledge of the business, ownership and position with the Company.

 Lawrence
J. Wert was appointed to our Board on April 29, 2020. Mr. Wert has over 40 years in broadcasting. Mr. Wert served as the President
of Broadcast Media for Tribune Media Company from 2013 through September of 2019. Mr. Wert previously served on the NAB TV Board of Directors,
Fox Board and the CBS Board of Governors. In 2017, Mr. Wert was named "Broadcaster of the Year" by the Illinois Broadcaster's
Association. Currently, he serves on the Board of Directors for several charities, including the Children's Brittle Bone Foundation,
Catholic Charities, the Chicagoland Chamber of Commerce and the 100 Club. Mr. Wert is a member of the Governing Board of Gilda's
Club of Chicago, an advisor to the Chicago Chapter of Make-A-Wish Foundation and an honorary board member of RAINBOWS, an organization
that helps children cope with loss. In 2018, Mr. Wert was inducted into the Chicago Catholic League Hall of Fame. Mr. Wert also sits
on Board of Trustees for Fenwick High School in Oak Park, Ill. Mr. Wert was appointed as a director as a result of his prior experience
with Exactus, Inc.

 Executive
Officers

 The
following provides certain biographical information with respect to each executive officer of the Company who is not a director.

 See
"Directors" above for Ms. Buttorff's biographical information.

 Nick
Cavarra is our President of the Company since 2019. Mr. Cavarra brings over 25 years of management, leadership and sales experience
at the local and national level in the broadcast/digital media, software and web/mobile development marketplace. His previous career
positions include C-Level management experience with AYN and Zapotech Inc., and senior account management positions at KUSA-TV and KMGH-TV.

 Nathan
Berman is our Controller since June 30, 2021. Mr. Berman works as the controller for Panacea Life Sciences since December 2019. Prior
to Panacea, Mr. Berman worked for Quintel-MC, Inc, and Media Audits International providing audit and management services on behalf of
large broadcast corporations. Prior to this, Mr. Berman began his career in the banking industry while pursuing his CFA designation through
the CFA Institute.

 Employees
and Contractual Arrangements

 As
of January 1, 2018, we employ management and support staff, chemists, extraction specialists, lab technicians order fulfillment and sales
executives. We are building our culture around a performance-based system, and unlike other cannabinoid companies we offer our employees
personal time off (PTO) and health and dental benefits. We believe this is important in order to attract the best individuals for these
roles. Overall, we currently have over 45 individuals working under PLSH.

 Family
Relationships

 There
are no family relationships between or among the directors. There are family relationships between our CEO, brother and niece.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive
officer, or employee: (1) any bankruptcy petition filed by or against 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 vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being
found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 Audit
Committee Financial Expert

 Leslie
Buttorff serves as the chairman of the audit committee. Our Board has determined that Leslie Buttorff is qualified as an "audit
committee financial expert", as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of
2002.

 Code
of Ethics

 On
January 9, 2019, our Board adopted a Code of Business Conduct and Ethics applicable to all our directors, executive officers, and employees.

 Item
11. Executive Compensation

 Compensation
Discussion and Analysis

 With
regard to our full-time executive officer, the goal of the salary component of our compensation policy is to provide reasonable compensation
for their full-time service within the constraints faced by a rapidly developing business with significant cash needs for its planned
expansion. Equity grants for our full-time executive officers are currently under review by the compensation committee. The goal of our
anticipated equity grants will be to provide an appropriate mixture of short term and long-term incentives to increase shareholder value.

 On
December 31, 2021, we entered into an updated Employment Agreement with Leslie Buttorff pursuant to which Ms. Buttorff serves as our
Chief Executive Officer for an initial term of July 1, 2021, to December 31, 2024 (the "Employment Agreement). Under her Employment
Agreement, Ms. Buttorff receives an annual base salary of $380,000. To date, Ms. Buttorff has not taken a salary and payments have accrued
commencing in January 2021. In 2023, Ms. Buttorff received restricted stock in lieu of any employment compensation.

 Ms.
Buttorff is also entitled to receive (i) a sales commission of 2% of revenue from sales generated by Ms. Buttorff after revenue exceeds
$500,000 for three consecutive months, (ii) an award of $2.2 million of shares of common stock upon approval of our common stock for
listing on The Nasdaq Capital Market prior to expiration of the term of the Employment Agreement, and (iii) an annual cash performance
bonus of up to 100% of her base salary based on the achievement of performance metrics for the applicable fiscal year to be set by our
Board.

 Director
Compensation

 Compensation
of Directors Table

 The
following table shows the compensation paid during the year ended December 31, 2023 to our non-employee director.

 Name

 Stock Awards (No.)

 Option Awards (No.)

 Fees Earned or Paid in Cash ($)

 Non-Equity Incentive Plan Compensation ($)

 Non-Qualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total Shares

 Leslie Buttorff

 (a)

 760,000

 760,000

 Executive Chairman

 Lawrence J. Wert

 (a)

 300,000

 300,000

 Board Member

 (a)
Compensation was awarded in common stock.

 Equity
Awards at Year End

 None.

 Option
Exercises and Stock Vested

 Our
named executive officers did not exercise any stock option awards during the year ended December 31, 2023.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth information as of December 31, 2023, regarding the number of shares of our common stock beneficially owned
by each director, each named executive officer and by all directors and executive officers as a group. Unless otherwise noted, each shareholder's
address is 5910 S. University Blvd, Suite C18-193, Greenwood Village, CO 80121, and each shareholder has sole voting power and investment
power with respect to securities shown in the table below.

 Title of class

 Name of beneficial owner

 Amount and Nature of Beneficial Ownership (1)

 Percent of Class (1)

 Named Executive Officers:

 Leslie Buttorff (2)

 1,359,899

 7.71
 %

 Nathan Berman (3)

 67,749

 0.38
 %

 Nicholas J Cavarra (4)

 796,957

 4.52
 %

 Directors:

 Lawrence J. Wert (5)

 607,868

 3.45
 %

 All directors and executive officers as a group (4 persons) (6)

 2,035,516

 16.06
 %

 5% Stockholders:

 J&N Real Estate Company LLC (7)

 7,297,627

 41.36
 %

 (1)

 Applicable
 percentages are based on 17,645,352 of common stock outstanding as of the March 15, 2023, excluding securities held by or for the
 account of the Company. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment
 power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person
 within 60 days after March 31, 2023, whether upon the exercise of options, warrants or conversion of notes. Unless otherwise indicated
 in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and investment power
 with respect to the shares of common stock indicated as beneficially owned by them. This table does not include any unvested stock
 options except for those vesting within 60 days.

 (2)

 Ms.
 Buttorff is our Chief Executive Officer, Chief Financial Officer and director.

 (3)

 (4)

 Mr.
 Berman is our Controller.

 Mr.
 Cavarra is our President.

 (5)

 Mr.
 Wert is a director.

 (6)

 Directors
 and Executive Officers as a group. This amount includes ownership by all directors and all current executive officers including those
 who are not Named Executive Officers under the SEC's disclosure rules.

 (7)

 J
 & N Real Estate Company, LLC Ms. Buttorff is the owner. Address is 5910 South University Suite C18-193, Greenwood Village, CO
 80121.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Our
CEO is the owner of related parties J&N Real Estate LLC. J&N is a major shareholder and holds a note of Panacea and is the leaseholder
for the laboratory in Golden. See Note 6: Notes for Related Party Transactions.

 Director
Independence

 We
are not a "listed issuer" within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards
for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq
Stock Market, Inc., we believe that Larry Wert is an independent director.

 Item
14. Principal Accountant Fees and Services

 The
following table presents the aggregate fees billed for each of the last two fiscal years by our independent registered public accounting
firm, Borgers, in connection with the audit of our consolidated financial statements and other professional services rendered.

 Year Ended:

 Audit Services

 Tax Fees

 Other Fees

 $
 201,000

 n/a

 n/a

 $
 135,000

 n/a

 n/a

 Pre–Approval
Policy of Services Performed by Independent Registered Public Accounting Firm

 The
Board policy is to pre–approve all audit and non–audit related services, tax services and other services. The independent
registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent
of services provided by the independent registered public accounting firm in accordance with this pre–approval and the fees for
the services performed to date.

 PART
IV

 Item
15. Exhibits, Financial Statements Schedules

 (a)
Financial Statements and Schedules

 The
following financial statements and schedules listed below are included in this Form 10-K.

 Financial
Statements (See Item 8)

 Incorporated
 by Reference

 Filed
 or

 Furnished

 Exhibit
 #

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 3.1

 Amended Articles of Incorporation

 7/7/21

 3.1

 Filed

 3.2

 Certificate of Amendment to its Amended and Restated Articles of Incorporation – name change and reverse stock split

 10/29/21

 3.1

 Filed

 3.3

 Certificate of Designation for Series B-1 Preferred Stock

 3/4/16

 3.1

 Filed

 3.4

 Certificate of Designation for Series B-2 Preferred Stock

 8-K/A

 2/17/16

 3.2

 Filed

 3.5

 Certificate of Designation for Series C Preferred Stock

 8/23/21

 3.7

 Filed

 3.6

 Certificate of Designation for Series C-1 Preferred Stock

 8/23/21

 3.8

 Filed

 3.7

 Certificate of Designation for Series C-2 Preferred Stock

 10/29/21

 3.2

 Filed

 3.8

 Certificate of Designation for Series D Preferred Stock

 8/23/21

 3.9

 Filed

 3.9

 Certificate of Withdrawal for Series A Preferred Stock

 4/29/22

 3.9

 Filed

 3.10

 Certificate of Designation for Series N-7 Convertible Preferred Stock

 Filed

 3.11

 Amended and Restated Bylaws

 3/30/23

 3.11

 Filed

 10.1

 Form of Exchange Agreement**

 3/4/22

 10.1

 Filed

 10.2

 Form of Original Issue Discount Senior Convertible Promissory Note

 3/4/22

 10.2

 Filed

 10.3

 Form of Warrant

 3/4/22

 10.3

 Filed

 10.4

 Form of Registration Rights Agreement**

 3/4/22

 10.4

 10.5

 Share Exchange Agreement

 2/14/23

 Furnished

 10.6

 Asset Purchase Agreement dated as of July 3, 2023**

 7/10/23

 10.1

 Filed

 10.7

 Form of Pledge and Security Agreement

 10/5/23

 10.3

 Filed

 10.8

 Form of Offset Agreement

 10/5/23

 10.5

 Filed

 10.9

 Form of Leakout Agreement

 10/5/23

 10.6

 Filed

 10.10

 Asset Purchase Agreement dated as of September 26, 2023**

 Furnished

 10.11

 Release and Assignment Agreement dated November 10, 2023, by and between the Issuer and PUR Life Medical, Inc.

 2/5/24

 10.2

 Filed

 10.12

 Asset Purchase Agreement dated January 29, 2024, by and between the Issuer and PLM Holdings, Inc.

 2/5/24

 10.3

 Filed

 10.13

 Ex. 10.14 to 10-K__Form of Amendment No. 1 to Promissory Note dated March 5, 2024 by and between the Issuer and FirstFire Global Opportunities Fund LLC

 Furnished

 23.1

 Consent of BF Borgers CPA PC

 Filed

 31.1

 Certification of Principal Executive Officer and Principal Financial Officer (302)

 Filed

 32.1

 Certification of Principal Executive and Principal Financial Officer (906)

 Furnished***

 101.INS

 101.SCH

 Filed

 101.CAL

 Filed

 101.DEF

 Filed

 101.LAB

 Filed

 101.PRE

 Filed

 Cover

 *
Management contract or compensatory plan or arrangement.

 **
Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Securities and Exchange Commission upon request
any omitted information.

 ***
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with
Item 601 of Regulation S-K.

 +Portions
of this exhibit have been omitted as permitted by the rules of the SEC. The information excluded is both (i) not material and (ii) the
type that the Company customarily and actually treats as private or confidential. The Company undertakes to submit a marked copy of this
exhibit for review by the SEC Staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC
Staff promptly upon request.

 Copies
of this Report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders
who make a written request to Panacea Life Sciences Holdings, Inc., at the address on the cover page of this Report, Attention: Corporate
Secretary.

 Item
16. Form 10-K Summary

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 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.

 Life Sciences Holdings, Inc.

 Date:
 April 1, 2024

 By:

 /s/
 Leslie Buttorff

 Leslie
 Buttorff

 Chief
 Executive Officer and Chief Financial Officer

 (Principal
 Executive Officer and Principal Financial Officer)