Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to__________________

Commission File Number 001-39569

SAFETY SHOT, INC.

(Exact name of registrant as specified in charter)

(Formerly known as Jupiter Wellness, Inc.)

Delaware		83-2455880
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

1061 E. Indiantown Road, Suite 110
Jupiter, FL		33477
(Address of principal executive offices)		(Zip Code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	SHOT	Nasdaq
Warrants to purchase shares of common stock	SHOTW	Nasdaq

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2023, there were 39,817,783 shares of the registrant’s common stock outstanding.

Explanatory Note

Safety Shot, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No.1 (the “Amendment”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023, to reclassify the financial statements in its Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the nine months ended September 30, 2023 that was originally filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2023.

Background of Reclassification

Through a series of exchange agreements ( collectively the “Exchange Agreement”) that the Company entered into with SRM Entertainment Limited with respect to the separation of the business of SRM Ltd from the Company which separation closed on August 14, 2023 (the “Separation Date”). Pursuant to the Exchange Agreement, SRM issued to the Company 6,500,000 shares of SRM Common Stock (the “Exchange Shares”), representing 79.3% of SRM’s outstanding shares of Common Stock, in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM Ltd). On August 14, 2023, SRM completed its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of the 6,500,000 Exchange Shares to the Company’s stockholders and certain warrant holders (the “Distribution”). The Distribution occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following the Distribution, the Company owns 4,500,000 of the 9,450,000 shares of SRM’s outstanding common stock. As a result, SRM is no longer consolidated and is now accounted for using the equity method of accounting.

The financial statements included herein for the period immediately preceding the effective date of the Share Exchange have been reclassified to reflect the respective SRM Ltd assets and liabilities as being held for sale and the operations of SRM Ltd are reflected as discontinued operations.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II - OTHER INFORMATION		10

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

SIGNATURES		12

Table of Contents

PART I - FINANCIAL INFORMATION

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

FORWARD LOOKING STATEMENTS

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

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

Table of Contents

Item 1. Financial Statements

Safety Shot, Inc.

	Page

Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	F-2
Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Balance Sheets

As of September 30, 2023 and December 31, 2022

	Nine months Ended September 30, 2023 (Unaudited)			Year ended December 31, 2022 (Audited)
Assets
Cash	$	4,387,797		$	1,477,552
Marketable Securities		2,281,074			-
Inventory		93,663			151,204
Account receivable		3,012			26,440
Prepaid expenses and deposits		605,818			116,389
Investment in affiliates		794,717			2,909,674
Loan receivable from SRM Entertainment Ltd		-			1,458,914
Current assets held for sale		-			611,316
Total current assets		8,166,081			6,751,489
Long-Term Assets
Right of use assets		521,519			643,977
Intangible assets, net		-			-
Goodwill		-			-
Intellectual property, net		2,612,907			-
Fixed assets, net		30,923			52,494
Assets held for sale		-			1,242,803
Total assets	$	11,331,430		$	8,690,763

Liabilities and Shareholders’ Equity
Accounts Payable	$	1,689,697		$	1,548,384
Convertible notes, net of discounts		2,000,000			2,000,000
Current portion of lease liability		206,015			164,170
Accrued interest		229,261			110,905
Accrued liabilities		89,245			41,326
Covid - 19 SBA Loan		49,166			47,533
Current liabilities held for sale		-			593,192
Total current Liabilities		4,263,384			4,505,510

Long-term portion lease liability		358,920			519,659
Total liabilities		4,622,304			5,025,169
Shareholders’ Equity
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding		-			-
Common stock, $.001 par value, 100,000,000 shares authorized, of which 37,208,759 and 22,338,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022		37,209			22,339
Additional paid-in capital		65,950,427			53,763,929
Common stock payable		725,230			477,000
Accumulated deficits		(60,003,740	)		(50,597,674	)
Total Shareholders’ Equity		6,709,126			3,665,594

Total Liabilities and Shareholders’ Equity	$	11,331,430		$	8,690,763

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

F-2

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Operations

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Revenue
Sales	$	11,877		$	85,467		$	69,968		$	125,417
Cost of Sales		46,438			74,365			97,977			93,869
Gross profit (loss) from continuing operations		(34,561	)		11,102			(28,009	)		31,548

Operating expense
General and administrative expenses		4,090,608			1,977,175			7,040,858			5,043,504
Impairment of Promissory Note		-			-			-			1,000,000
Total operating expenses		4,090,608			1,977,175			7,040,858			6,043,504
Other income / (expense)
Interest income		56,113			483			56,802			1,410
Interest expense		(54,751	)		(549,715	)		(168,869	)		(1,124,371	)
Other income / (expense)		(2,426,915	)					(1,236,720	)		4,813
Unrecognized gain / (loss) on equity investment		(726,884	)		-			(726,884	)		-
Total other income (expense)		(3,152,437	)		(549,232	)		(2,075,671	)		(1,118,148	)

Net (loss) from continuing operations	$	(7,277,606	)	$	(2,515,305	)	$	(9,144,538	)	$	(7,130,104	)

Income (loss) from discontinued operations		(460,695	)		182,879			(261,528	)		437,147

Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Net (loss) per share:
Basic	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Weighted average number of shares
Basic		29,836,485			21,530,012			27,370,658			22,191,644

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

F-3

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
	Treasury Shares						Common Stock						Common Stock			Additional Paid-In			Accumulated
	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
Balance, December 31, 2021		-			-			24,046,001		$	24,046		$	285,000		$	51,668,019		$	(35,374,646	)	$	16,602,419
Shares issued for services		-			-			100,000			100			-			104,900			-			105,000
Treasury shares purchased		1,995,948			(2,133,167	)		(1,995,948	)		(1,996	)		-			1,996			-			(2,133,167	)
Net loss		-			-			-			-			-			-			(2,919,775	)		(2,919,775	)
Balance March 31, 2022		1,995,948			(2,133,167	)		22,150,053			22,150			285,000			51,774,915			(38,294,421	)		11,654,477
Treasury shares purchased		694,406			(643,558	)		(694,406	)		(694	)		-			694			-			(643,558	)
Treasury shares cancelled		(2,433,894	)		2,579,894			-			-			-			(2,579,894	)		-			-
Shares issued in connection with convertible promissory note		-			-			250,000			250			-			277,250			-			277,500
Fair value of warrants issued and issue discounts with convertible note		-			-			-			-			-			706,977			-			706,977
Stock options issued for services		-			-			-			-			-			142,169			-			142,169
Net loss		-			-			-			-			-			-			(1,440,756	)		(1,440,756	)
Balance June 30, 2022		256,460			(196,831	)		21,705,647			21,706		$	285,000		$	50,322,111			(39,735,177	)	$	10,696,809
Treasury shares purchased		135,263			(103,320	)		(135,263	)		(135	)		-			135			-			(103,320	)
Shares issued for services		-			-			150,000			150			-			103,710			-			103,860
Common Stock to be issued for services		-			-			-			-			192,000			-			-			192,000
Management common shares cancelled		-			-			(56,496	)		(57	)		-			57			-			-
Net loss		-			-			-			-			-			-			(2,332,426	)		(2,332,426	)
Balance September 30, 2022		391,723			(300,151	)		21,663,888			21,664			477,000			50,426,013			(42,067,603	)		8,556,923

Balance December 31, 2022		-			-			22,338,888		$	22,339		$	477,000		$	53,763,929		$	50,597,674	)	$	3,665,594

Shares issued in Public Offering		-			-			4,315,787			4,316			-			3,446,359			-			3,450,675
Net loss		-			-			-			-			-			-			(1,308,174	)		(1,308,174	)
Balance March 31, 2023		-			-			26,654,675			26,655			477,000			57,210,288			(51,905,848	)		5,808,095
Shares issued for services		-			-			500,000			500			-			219,500			-			220,000
Net loss		-			-			-			-			-			-			(359,591	)		(359,591	)

Balance June 30, 2023		-			-			27,154,675		$	27,155		$	477,000		$	57,429,788			(52,265,439	)	$	5,668,504

Shares issued for Stock payable		-			-			300,000			300			(192,000	)		191,700			-			-
Stock payable for services		-			-			-			-			113,500			-			-			113,500
Stock payable for inducement		-			-			-			-			326,730			-			-			326,720
Purchase of intangible asset		-			-			5,000,000			5,000			-			2,463,500						2,468,500
Stock issued for services		-			-			1,175,000			1,175			-			456,750			-			457,925
Warrant conversions		-			-			3,579,084			3,579			-			3,332,195			-			3,335,774
Deconsolidation of SRM Entertainment and change to equity method of accounting		-			-			-			-			-			551,757			-			551,757
Fair value of price reduction on conversion price for notes and warrants		-			-			-			-			-			1,120,333			-			1,120,333
Fair value of options granted to employees		-			-			-			-			-			39,444			-			39,444
Fair value of warrants granted for services		-			-			-			-			-			364,960			-			364,960
Net Loss		-			-			-			-			-			-			(7,738,301	)		(7,738,301	)
Balance September 30, 2023		-			-			37,208,759			37,209			725,230			65,950,427			(60,003,740	)		6,709,126

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

F-4

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Cash Flows

For the Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022
	2023			2022
Cash flows from continuing operating activities:
Net (loss)	$	(9,144,538	)	$	(7,130,104	)
Depreciation & Amortization		112,442			16,204
Gain on sale of fixed assets		(23,308	)		(3,702	)
Impairment IP		-			1,000,000
Fair value of options issued for services		39,444			142,169
Fair value of shares issued for services		791,425			400,860
Fair value of shares issued for inducement		326,730			-
Fair value of warrants issued for services		364,960			-
Amortization of debt discount		-			996,879
Amortization of Clinical research agreement		-			212,500
Loss on extinguishment		1,120,333			-
Unrealized gain/loss on equity investment		726,884			-
Realized gain/loss on sale of marketable securities		(216,664	)		-
Unrealized loss on marketable securities		356,359			-
Bad debt		4,816			2,266

Adjustments to reconcile net income to net cash provided by (used in) operating activities
Prepaid expenses and deposits		(181,946	)		(284,538	)
Right of Entry asset		122,458			114,004
Accounts receivable		371,803			(28,767	)
Inventory		94,157			(148,489	)
Accounts payable		(59,862	)		(292,547	)
Accrued liabilities		130,938			68,162
Lease liability		(118,894	)		(94,078	)
Net cash (used in) continuing operating activities		(5,182,463	)		(5,029,182	)

Cash flows from discontinued operating activities:
Income (loss) from discontinued operations		(261,528	)		437,147
Reclassification of assets and liabilities to held for sale		863,065			(437,409	)
Cash provided from discontinued operations		601,537			22,662

Cash flows from investing activities:
Cash paid for purchase of assets		(200,000	)		(10,707	)
Cash paid for research agreement		-			(1,500,000	)
Cash paid for marketable securities		(14,332	)		-
Cash paid for purchase of fixed assets		(108,954	)		(1,000,000	)
Cash paid for SRM Inc.		(390,478	)		-
Cash received from SRM Ltd.		1,534,814			-
Cash received for sale of marketable securities		665,631			-
Net change to value of marketable securities		345,032			-
Cash paid for investment		(508,800	)		-
Proceeds from sale of assets		39,100			43,000
Net cash (used in) investing activities		1,362,013			(2,467,707	)

Cash flows from financing activities:
Shares issued for cash		6,786,449			-
Cash paid for Treasury Stock		-			(2,880,045	)
Proceeds from Promissory notes		-			1,880,000
Loans to affiliates		(699,952	)		-
Borrowings on debt		199,097			241,272
Payments on debt		(156,436	)		(187,711	)
Net cash (used in) provided by financing activities		6,129,158			(946,484	)

Net (decrease) in cash and cash equivalents		2,910,245			(8,443,635	)

Cash and cash equivalents at the beginning of the period		1,477,552			11,225,038

Cash and cash equivalents at the end of the period	$	4,387,797		$	2,781,403

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash items:		-
Fair value of Warrants issued and beneficial conversion feature in connection with convertible notes	$	-		$	706,977
Reclassification of Held to Maturity investments to Marketable Securities	$	3,417,100		$	-
Shares issued from stock payable for services	$	192,000		$	-
Shares issued for GBB asset purchase	$	2,468,500		$	-
Reclassification for SRM Ltd deconsolidation	$	146,800		$	-
Common stock issued in connection with promissory notes	$	-		$	277,500
Treasury shares cancelled	$	-		$	2,579,894
Cancellation of shares issued to management		-		$	57

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

F-5

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Notes to Financial Statements

For the Nine months Ended September 30, 2023 and Year Ended December 31, 2022

(Unaudited)

Note 1 – Organization and Business Operations

Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched Safety Shot in December 2023.

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

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

We generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties. Our products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base. Additionally, we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global presence.

Going Concern Consideration

As of September 30, 2023 and December 31, 2022, the Company had an accumulated deficits of $60,003,740 and $50,597,674, respectively, and cash flow used in operations of $5,182,463 for the nine months ended September 30, 2023 and $6,448,078 and $6,523,441 for the years ended December 31, 2022 and 2021. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. As of September 30, 2023 and December 31, 2022, the Company had $4,387,797 and $1,477,552, respectively, in cash and working capital of $3,902,697 and $2,245,979, respectively. These conditions have raised doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

Note 2 – Significant Accounting Policies Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, and Jupiter Wellness Investments, Inc., a Florida corporation at September 30. 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022. All intercompany accounts and transactions have been eliminated. The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a previously wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation.

Debt Extinguishment and Modification

Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment.

Deconsolidation

The Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50% owned. Upon deconsolidation, the Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial statements. If the Company owns more than 20% but less than 50% the Company will continue to report under the Equity Method.

Discontinued Operations

The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation.

Equity Method for Investments

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

Asset Purchases

The Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the costs to purchase the asset or set of assets are allocated to the assets acquired. No goodwill is recorded in connection with an asset purchase.

Investments in Marketable Securities

The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss.

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of September 30, 2023 or December 31, 2022.

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the Nine months ended September 30, 2023, the Company had expired inventory write-downs of $23,794. During the year ended December 31, 2022, the Company determined that certain of our inventory items were either slow moving, expired or discontinued. As a result, the Company wrote-off a total of $152,432 of inventory, consisting of raw materials of $23,623, finished goods of $123,094 and packaging of $5,715 for the year ended December 31, 2022.

Investments Held-to-Maturity

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

Assets and liabilities Held for Sale

On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owns 4.5 million of the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

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

At September 30, 2023, the Company had no assets or liabilities held for sale. At December 31, 2022, the Company had current assets held for sale totaling $611,316, long term assets held for sale totaling $1,242,803 and liabilities held for sale totaling $593,192.

The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets:

	September 30,		December 31,
	2023		2022
Cash	$	-	$	453,516
Inventory		-		290,200
Account receivable		-		621,090
Prepaid expenses and deposits		-		697,725
Investment in Affiliate		-		7,699
Loan to SRM		-		(1,458,914	)
Total current asset held for sale		-		611,316

Intangible assets		-		291,533
Goodwill		-		941,937
FF&E		-		9,333
Assets held for sale		-		1,242,803
Total assets	$	-	$	1,854,119

Accounts Payable	$	-	$	532,899
Accrued liabilities		-		114,156
Total current Liabilities	$	-	$	647,055

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

	2023			2022		2023			2022
	Three months ended September 30					Nine months ended September 30
	2023			2022		2023			2022
Sales	$	472,319		$	1,517,546	$	3,901,162		$	5,165,719
Cost of Sales		379,374			1,115,376		3,064,376			4,161,505
Gross profit		92,945			402,170		836,786			1,004,214

Operating expense		91,951			219,291		636,937			567,067
Other (income) expense		461,690			-		461,377			-
Total expenses		553,641			219,291		1,098,314			567,067
Net income (loss) from discontinued operations	$	(460,696	)	$	182,879	$	(261,528	)	$	437,147

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

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

Schedule of Net Loss per Common Share

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Denominator:
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period		29,836,485			21,530,012			27,370,658			22,191,644
Denominator for diluted earnings per share		29,836,485			21,530,012			27,370,658			22,191,644
Basic (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)
Diluted (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

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Fair Value of Financial Instruments

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

Revenue Recognition

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

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

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

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

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the Nine months ended September 30, 2023 and year ended December 31, 2022, the Company recognized no allowance for doubtful collections.

Impairment of Long-Lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

Goodwill and Intangible Assets

Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

We conducted an evaluation of our goodwill as of December 31, 2022 and there was no impairment in the year ended December 31, 2022. Dring the nine months ended September 30, 2023, the Company spun-off its wholly-owned subsidiary SRM Entertainment Ltd. which was the source for its goodwill. As a result, the Company had no goodwill at September 30, 2022. (see Note 8).

Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

The Company’s evaluation of its long-lived assets resulted in an impairment expense of $1,450,000 during the year ended December 31, 2022 and no impairment during the Nine months ended September 30, 2023.

Foreign Currency Translation

Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine months September 30, 2023 and the year ended December 31, 2022 were not material.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $98,091 and $128,241 for the nine-months ended September 30, 2023, and 2022, respectively.

Stock Based Compensation

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

On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation – Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

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Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred tax asset at December 31, 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $7,110,329 less a valuation allowance in the amount of approximately $7,110,329. Due to the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the year ended December 31, 2022.

Related parties

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

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Reclassifications

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

Recent Accounting Pronouncements

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

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

Note 3 – Accounts Receivable

At September 30, 2023 and December 31, 2022, the Company had accounts receivable of $3,012 and $26,440, respectively. The decrease is attributable to the spin-off of SRM Ltd.

Note 4 – Prepaid Expenses and Deposits

At September 30, 2023 and December 31, 2022, the Company had prepaid expenses and deposits of $605,818 and $116,389, respectively consisting primarily of deposits and prepayments on purchase orders.

Note 5 – Inventory

At September 30, 2023 and December 31, 2022, the Company had inventory of $93,663 and $151,204, consisting of finished goods, raw materials and packaging supplies.

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Note 6 – Marketable Securities, Investment in and Loans to Affiliates

At December 31, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company formed for the sole purpose of sponsorship of Jupiter Wellness Acquisition Corp. (“JWAC”), a special purpose acquisition company (“SPAC”) and an unconsolidated subsidiary. Mr. Brian John, our CEO, is the managing member of JWSL and was the Chief Executive Officer of JWAC.

JWAC filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023. JWAC’s stockholders approved JWAC’s business combination with Chijet Inc. and its affiliates including Chijet Motor Company Inc. (collectively “Chijet”), at its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023. As a result, on June 27, 2023, the Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq: CJET) in exchange for its Loans. In August 2023, the Company receive 96,000 additional shares ChiJet due to downside protection clauses in the business combination agreements.

In May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $508,800 and in September 2023, the Company purchased an additional 10,000, shares for $14,332.

During the nine months ended September 30, 2023 the Company sold 256,637 ChiJet shares for a realized gain of $216,664.

At September 30, 2023 the Company, the Company held 1,292,297 common shares of Chijet (the “CJET Shares”) are considered trading securities and are categorized as marketable securities on the balance sheet. At September 30, 2023 the CJET Shares had a combined fair market value of $2,281,074 had a combined unrealized loss of $356,359 which is included in other income.

In connection with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits realized from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $233,377 payable to Brian in this regard. During the three months ended September 30, 2023, Brian agreed to receive 267,500 shares of restricted ChiJet shares in lieu of any bonuses payments related to the transaction.

At December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $1,482,673 from SRM Entertainment, Ltd, its wholly owned subsidiary. On September 1, 2022, the loan was converted to a six percent (6%) interest-bearing promissory note (the “Note”) due on the earlier of: (i) September 30, 2023 or (ii) the date on which the Company consummates an initial public offering of its securities. During the nine months ended September 30, 2023, the Company accrued $55,847 interest expense on the Note. The total balance of $1,538,520 ($1,482,673 note and $55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public Offering (“IPO”) on August 14, 2023.

At December 31, 2022, the Company had loans totaling $9,073 to an affiliate. There were no loans at September 30, 2023.

Note 7 – Note Receivable

On December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $10,000,000 to Next Frontier Pharmaceuticals, Inc. (“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire NFP. The Note has a term of six months and interest at eight percent (8%). On January 6, 2022 the Company issued an additional Secured Promissory Note to NFP under the same terms for up to $5,000,000, of which $1,000,000 was funded on January 7, 2022.

In February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note. As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $10,000,000 against the 2021 earnings and $1,000,000 against the 2022 earnings.

Note 8 – Intangible Assets

SRM Entertainment

In connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible assets as follows:


Distribution Agreements	$	437,300
Goodwill		941,937
Total	$	1,379,237

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

Effective August 14, 2023 the Company spun-off 52% of SRM Ltd formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc. common stock. The fair value of the 4,609,166 shares of common stock SRM Inc. received (net of dividend shares to the Company’s shareholders) was $1,521,025 (the Consideration). As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible assets have been de-consolidated. The deconsolidation produced a loss to the Company of $409,549. The Company currently owns 48% of SRM Inc. (see Note 6 above) and will use the equity method of accounting for its ownership in SRM Inc. The Company recorded $726,884 as its share of SRM losses from the date of separation to September 30, 2023.

Summary of deconsolidation loss:

Schedule of Deconsolidation and Equity

Goodwill and Intangibles	$	1,042,151
Net assets of SRM Ltd at deconsolidation		189,866
Equity of SRM Ltd		698,557
Effect of deconsolidation		1,930,574
Fair value of Consideration		(1,521,025	)
Loss on deconsolidation	$	(409,549	)

Summary of Changes to Equity Method Investment

Summary of Asset Value

Fair value of Consideration	$	1,521,025
Equity in SRM losses		(726,884	)
Balance	$	794,141

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Table of Contents

Licensing agreements

During the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies. The Company paid a total of $675,000 for the rights, consisting of $150,000 in cash and $525,000 in shares of the Company’s common stock. In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated license to be impaired and took a charge of $300,000 to 2021 earnings. During 2022, the Company evaluated the remaining license agreement and determined that its carrying value had been impaired and took a charge of $375,000 to 2022 earnings. The balance of Intellectual property at December 31, 2022 was $0.

Clinical Research Agreement

During the year ended December 31, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes, eczema, and other skin indications. As of December 31, 2022, the Company had paid $1,500,000 of the approximate $3,000,000 budget. The payments were being amortized over 24 months, the respective term of the research. During 2022, the Company evaluated the remaining research agreement and determined that its carrying value had been impaired and took a charge of $1,075,000 to 2022 earnings. The balance at December 31, 2022 was $0.

Safety Shot Acquisition

In August 2023 the Company acquired certain assets of GBB Drink Lab Inc (“GBB”) which included the patents for a blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $2,468,500, plus $200,000 in cash. At the time od purchase GBB had employees, revenues and no operations. As such, the transaction was accounted for as a single asset purchase and the entire purchase price of $2,668,500 was allocated to the patents.

The patents will be amortized over twelve years (the remaining 12 year life of the patents). During the nine months ended September 30, 2023, the Company recognized $55,593 of amortization expense.

Summary of transaction and carrying value:

Purchase price:			Allocation of Purchase price:
Cash	$	200,000	Patents	$	2,668,500
Fair value of stock issued		2,468,500	Amortization		(55,593	)
Balance	$	2,668,500	Balance	$	2,612,907

Note 9 – Accrued Interest and Other Accrued Liabilities

At September 30, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $229,261 and $110,905, respectively.

At September 30, 2023 and December 31, 2022, the Company had accrued liabilities totalling $89,245 and $41,326, respectively.

Note 10 – Convertible Notes Payable – Related Parties

On April 20, 2022, the Company entered into a $1,500,000 Loan Agreement and a $500,000 Loan Agreement (collectively the “Agreements”). Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $1,500,000 and $500,000 (the “Notes”). In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000 shares of the Company’s common stock (the “Warrants”). The Notes originally had a maturity date of October 20, 2022, but has been extended to January 31, 2024. In connection with the Notes, the Company issued a total of 250,000 shares as Origination Shares valued at fair market value of $277,500. There is no beneficial conversion feature since the conversion price is greater then the fair value of the shares.

The Notes have an original issuance discount of five percent (5%), $10,000 in legal fees, an interest rate of eight percent (8%), and a conversion price of $2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes. The Warrants have a five (5) year term, an exercise price of $2.79 per share, have a cashless conversion feature until such time as the shares underlying the Warrants are included in an effective registration and certain anti-dilution protection.

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

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and three months ended September 30, 2023:

Principal Balance, December 31, 2021	$	-
The Notes		2,000,000
Principal Balance, September 30, 2023 and December 31, 2022	$	2,000,000

Interest expense for the Nine months ended September 30, 2023 on the Notes totals $118,359. Total interest expense for the year ended December 31, 2022, totaled $1,286,368 which includes $1,104,477 amortization of the origination shares and warrants discounts in connection with the Notes.

During the nine months ended September 30, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding warrants was reduced to $0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes to January 31, 2024. The change on the Notes conversion rate was a change from $2.79 and the change to the outstanding warrants exercise price was on 500,000 warrants with $6.00 price, 1,460,000 at $2.79 and 800,000 at $1.00. The amendment is considered a material modification of the Notes and the Company has used extinguishment accounting to account for the change. The fair value of the additional shares underlying the Note conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation model. The fair value of the conversion feature totals $923,603 and the fair value of the warrants totals $196,730. The total loss on extinguishment of $1,120,333 has been included in other gains and losses.

Note 11 – Covid-19 SBA Loans

During the year ended December 31, 2020, the Company applied for and received $55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75%. The balance of the EIDL at September 30, 2023 and December 31, 2022 was $49,166 and $47,533, respectively.

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Note 12 – Capital Structure

Common Stock – The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $0.001 and 100,000 shares of preferred stock with par value of $0.001. As of September 30, 2023 and December 31, 2022, there were 37,208,759 and 22,338,888 shares of common stock issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding.

Year ended December 31, 2022 issuances

Treasury Shares Purchased

In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. During the year ended December 31, 2022, the Company purchased 2,825,617 shares of its common stock for $2,880,045 from the public market and cancelled all of these repurchased shares.

Share and warrants issued in connection with convertible debt

During the year ended December 31, 2022, The Company issued 250,000 shares (the “Origination Shares”) in connection with the issuance of two convertible promissory notes (see Note 10 – Convertible Notes Payable) with a total face value of $2,000,000. The Origination Shares were valued at fair market value of $277,500.

Shares issued for services

During the year ended December 31, 2022, the Company entered into six Consulting Agreements under the terms of which the Company issued 925,000 shares of its common stock. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements. The Company recognized a total of $1,054,125 as stock-based compensation in the year ended December 31, 2022 in connection with these issuances. As of December 31, 2022, the Company had not issued 300,000 of these shares which are included in common stock payable.

Management return and cancellation of shares

On September 28, 2022, the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 563(I). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. Following the remedial measures, the Company was informed that the Company has regained compliance with the Rule and that this matter is now closed.

Nine months ended September 30, 2023 issuances:

Shares issued in Public Offering

Concurrently to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value $0.001 (the “Common Stock”), at a price of $0.70 per share were issued to the purchasers (the “RD Offering”). The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 28, 2022 (File No. 333- 267644) and declared effective on November 9, 2022. The aggregate gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $4.1 million, with the purchase price of one share, one 3-year warrant and one 5-year warrant as $0.95. The net proceeds were $3,450,675.

Shares issued for services

During the Nine months ended September 30, 2023, the Company entered into Consulting Agreements under the terms of which the Company granted 1,775,000 shares of its common stock. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the issuance of the shares. The Company recognized $791,425 as stock-based compensation in the Nine months ended September 30, 2023 in connection with this issuances. As of December 31, 2022, the Company had not issued 100,000 of these shares which are included in common stock payable.

Shares issued for stock payable

During the Nine months ended September 30, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022.

Shares issued for purchase of assets

In July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 8). The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock.

Shares issued for exercise of warrants related to promissory notes

In August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 10. The Company received $1,118,400 for the exercise.

Shares issued for purchase of warrants related to the Pipe transaction

In August and September 2023, the certain holders of warrants related to the PIPE transaction above, exercised a portion of their warrant holdings and the Company issued a total 2,379,084 shares of its common stock upon exercise. The Company received $2,217,374 for the exercise.

The following table sets forth the issuances of the Company’s shares of common stock for the year and Nine months ended September 30, 2023 as follows:

Schedule of Stock Holders


Balance December 31, 2021	24,046,001
Public offering
Shares issued for stock payable
Shares issued for services	925,000
Loan origination shares for promissory note	250,000
Shares repurchased from the market	(2,825,617	)
Management shares cancelled	(56,496	)
Balance December 31, 2022	22,338,888
Public offering	4,315,787
Shares issued for stock payable	300,000
Shares issued for services	1,675,000
Stock issued for asset purchase	5,000,000
Stock issued for conversion of warrants related to Notes	1,200,000
Stock issued for conversion of warrants related to PIPE	2,379,084
Balance September 30, 2023	37,208,759

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Common Stock Payable

During the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component and during the year ended December 31, 2022, the Company entered into another consulting agreement which called for a cash component and a stock component. At December 31, 2022, the Company had accrued a total of $477,000 in stock payable relating to the consulting agreements.

During the nine months ended September 30, 2023, the Company issued 300,000 shares for valued at $192,000 from stock payable and entered into two agreements for inducement for $326,730 and three agreements for services totaling $113,500. The balance at September 30, 2023 was $725,230.

Note 13 – Warrants and Options

Warrants

Convertible Note Warrants: During the years ended December 31, 2022 and 2021, the Company issued a total of 2,760,000 warrants with an exercise price of between $1.00 and $6.00 with five-year terms, in connection with promissory notes.

Reporting Date	Relative Fair Value		Term (Years)		Exercise Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
5/5 to 5/28/21	$	308,231		5		6.00	$	3.78-3.99		283-280	%		0.0217
04/20/22	$	706,977		5	$	2.79	$	1.11		281	%		0.0287
11/11/22	$	937,207		5	$	1.00	$	1.28		211	%		0.0432

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

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

01/23/23

2,311,614

1.00

0.65

287

0.0388

01/23/23

2,602,996

1.00

0.65

371

0.0361

During the nine months ended September 30, 2023, the Company entered into three Investor Relations Consulting Agreements under the terms of which the Company issued 400,000 five-year warrants, with an exercise price between $1.00 and $1.40. The Company recorded an expense of $364,960 in connection with this issuance.

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

08/10-08/21/23

364,960

1.00 -1.40

0.87-1.18

151

0.0421-0465

The following tables summarize all warrants outstanding as of September 30, 2023 and December 31, 2022, and the related changes during the period.

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

Summary of Warrant Outstanding

	Number of Warrants			Exercise Price

Balance at December 31, 2021		13,698,125		$	3.24
Warrants issued in connection with Convertible Notes		1,460,000			.093
Warrants issued in connection with Convertible Notes		800,000			.093
Balance at December 31, 2022		15,958,126		$	2.91
Warrants issued in Public Offering		9,260,554			.093
Warrants issued for services		400,000			1.23
Warrants exercised in connection with Convertible notes		(1,200,000	)		0.93
Warrants exercised in connection with PIPE		(2,379,084	)		0.93
Balance at September 30, 2023		22,039,596		$	2.37

Warrants Exercisable at September 30, 2022		22,039,596		$	2.37

Stock Options

In 2022, the Company issued a total of 3,250,000 options with an exercise price between $0.76 and $0.84 each with a five-year term to its Officers, Directors, and employees. The Company recorded an expense of $2,048,270 in connection with the Officers’, Directors’, and employees’ issuance.

During the nine months ended September 30, 2022, the Company entered into an Investor Relations and other Consulting Agreement under the terms of which the Company issued 300,000 two-year options, immediately vested, with an exercise price of $1.00. The Company recorded an expense of $142,169 in connection with this issuance.

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

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility

Percentage

Fair Value

01/01/22

300,000

1.00

0.80

126

142,169

12/30/2022

3,250,000

0.76 – 0.84

0.77

166

2,048,270

During the nine months ended September 30, 2023, the Company entered into four employment and director agreements under the terms of which the Company issued 300,000 five-year options, with quarterly vesting, with an exercise price between $0.49 and $1.13 and 50,000 three-year options, immediately vesting with an exercise price of $0.46. The total fair value of the options $202,638. The fair value of the options is being amortized over the vesting period. The Company recognized $39,444 expense for the nine months ended September 30, 2023.

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

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility Percentage

Fair Value

7//10 – 8/18/23

350,000

3-4

0.46-1.13

158-160

202,638

At September 30, 2023 the Company had 8,250,950 options outstanding.

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Note 14 – Commitments and Contingencies

The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:

Primary Period	Amount		Amount During Renewal Period	Amount
July 1 to June 30, 2022	$	180,456	July 1 to June 30, 2027	$	240,662
July 1 to June 30, 2023	$	201,260	July 1 to June 30, 2028	$	247,882
July 1 to June 30, 2024	$	224,330	July 1 to June 30, 2029	$	255,319
July 1 to June 30, 2025	$	229,312
July 1 to June 30, 2026	$	233,653

Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $870,406 representing the present value of the future payments under the lease calculated using an 8% discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at September 30, 2023 were ROU asset of $521,519, current portion of the lease liability of $206,015 and non-current portion of lease liability of $358,920. At December 31, 2022, the unamortized balances were ROU asset of $643,977, the current portion of the lease liability was $164,170 and non-current portion of the lease liability was $519,659.

Additionally, the Company recognized accreted interest expense of $26,120 and $60,626 and rent expense of $160,470 and $231,790 for the lease during the Nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleged that Mr. Koch and the other defendants were attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserted that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $5,000,000 and punitive damages in the amount of $5,000,000. In response, Mr. Koch and Bedford Investment Partners, LLC (together, the “Koch Parties”) filed their answer and counterclaim, repeating the same claims that caused the Company to file the lawsuit, and claiming damages of over $10 million. On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants’ counterclaim in its entirety. On April 24, 2021, the Company’s motion was granted, and all counterclaims were dismissed with prejudice, except the breach-of-contract and unjust enrichment claims. On June 04, 2021, the Koch Parties filed a Second Amended Counterclaim, re-alleging their previous breach-of-contract and unjust enrichment counterclaims. On June 25, 2021, the Company filed a motion to dismiss defendants’ Second Amended Counterclaim, which the parties briefed in summer 2021. On February 14, 2022, the court dismissed all of the Koch Parties’ counterclaims except to the extent that they alleged unjust enrichment against Jupiter and Mr. John. On March 22, 2022, the Parties engaged in a Settlement Conference before The Honorable Sarah L. Cave, which did not resolve the case. On March 25, 2022, The Honorable Lewis J. Liman granted Jupiter and Mr. John permission to move for summary judgment dismissing the Koch Parties’ unjust enrichment counterclaim; the parties briefed that motion in spring 2022. On January 30, 2023, Judge Liman largely granted Jupiter and Mr. Koch’s motion, eliminating all of the Koch Parties’ remedy theories except for their restitution claim for transferring the domain www.cbdbrands.net to Jupiter. In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98. After Judge Liman issued this order, the Parties settled all claims and Jupiter and Mr. John filed a proposed order of dismissal of all claims with prejudice. Under the order, Jupiter did not pay any amount in settlement of the claims. On February 17, 2023, Judge Liman so-ordered that proposed order and closed the case.

Note 15 – Subsequent Events

Subsequent to September 30, 2023, the Company issued 2,609,024 shares upon conversion of warrants.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

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

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

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

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “JUPW”, “SHOT” and the “Company” mean Safety Shot, Inc.

General Overview

Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. Concurrently with the acquisition, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched Safety Shot in December 2023.

We signed agreements to license JW-700 to Taisho, a $2.6 billion revenue company and Japan’s leading seller of minoxidil products. Taisho plans on launching the product commercially in 2024. In India, the Company signed an agreement with Cosmofix Technovation Pvt Ltd and Sanpellegrino Cosmetics to license its JW-700 and Photocil products. Additional licensing opportunities for these products are being pursued primarily in overseas markets.

Products Roadmap

Safety Shot launched initially online and through Amazon in the near future and plans to launch in Big Box stores in 2024.

The Company is advancing several formulations to address psoriasis and vitiligo (Photocil), increase the effectiveness of minoxidil to treat hair loss (JW-700 “minoxidil booster”), women’s sexual wellness (JW-500), and jellyfish sting prevention sunscreen (NoStingz), and atopic dermatitis/eczema (JW- 110).

Photocil was launched commercially in India in Q3 2022 as a treatment for vitiligo and psoriasis. Photocil is a topical cream that works with natural sunlight to provide patients with safe and effective phototherapy at home by blocking harmful radiation and permitting the passage of therapeutic UV radiation from the sun.

NoStingz provides an effective barrier against the stinging mechanism of jellyfish cnidocyte preventing the delivery of venom to the victim. Applied like other topical sun screen products, the product is clinically proven to protect users from jellyfish, sea lice, and UVA/UVB rays.

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

JW-500 was born out of clinical trials designed to establish a topical treatment for the restoration of nipple sensitivity for breast augmentation patients, in addition to patients who had undergone chemotherapy or lumpectomy surgery following a cancer diagnosis. During early studies, women reported not only increased sensitivity but also increased libido. The Company plans to file for a pre-IND meeting with the US FDA and seek Orphan Drug Designation. An expedited 505(b)(2) regulatory pathway for development is being considered as the current formulation contains an already approved drug.

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Research and Development

Our research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our existing products and product candidates to address customer demands and emerging trends. Our team is currently working to further improve the protection provided by NoStingz and develop more effective formulas for our JW-700 product.

We have conducted extensive research and experimentation involving a substantial number of subjects under the influence of intoxicants. Our findings indicate that the Safety Shot drink has proven to reduce alcohol absorption. Furthermore, in diverse cases, it has demonstrated a reduction in Blood Alcohol Content, as measured by the premier Breathalyzer in the market. The observable enhancements in cognitive abilities among the test subjects have been meticulously documented.

The Company engaged Angelshark Consulting, LLC to conduct a Safety Shot product test, which took place on September 15, 2023. The investigation aimed to explore the impact of Safety Shot on blood alcohol content (BAC) during a controlled event where volunteer participants consumed alcoholic beverages. The study encompassed various Various motor skill Assessments, including breathalyzer assessments, evaluations of energy levels and speech, as well as tests related to participants’ ability to touch their nose. The informal study suggested that Safety Shot significantly reduced %BAC. However, confounding factors, such as the timing of breathalyzer tests, food consumption, and water intake during the 30-minute interval after Safety Shot administration, were acknowledged, indicating the need for further controlled research.

Furthermore, the study delved into the effects of Safety Shot on energy levels and speech. While there was a reported increase in energy levels after Safety Shot administration, the sample size was considered insufficient for robust statistical analysis. Speech tests indicated a slight reduction in mistakes, with confounding variables such as participants’ familiarity with tongue twisters being noted. Despite positive indications, the report emphasized the necessity for more research under controlled conditions to validate Safety Shot’s effects on BAC, energy levels, and motor skill functionality. The study concluded with recommendations for refining the product taste and addressing confounding elements in future research.

In October 2023, the Company commissioned the Center for Applied Health Sciences (CAHS) in Canfield, Ohio, to serve as its primary Contracted Research Organization (CRO) for a study titled: “Effects of a Multi-Ingredient Supplement Consisting of Vitamins, Minerals, and Botanicals in Healthy Subjects on Various Psychometric and Physiologic Indices of Affect After Moderate Alcohol Consumption.” The study will involve a minimum of 36 subjects who have been thoroughly screened (healthy individuals of legal drinking age) to participate in a double-blind, placebo-controlled, crossover-designed investigation examining the impacts of alcohol both before and after the consumption of Safety Shot. Subjects will be randomly assigned either the drink itself or a placebo, following a specific protocol to induce blood alcohol elevation. Measurements, including breathalyzer and blood drawings, will be conducted to determine blood alcohol concentration (BAC), various psychomotor skill abilities, diverse health and wellness markers, and urinalysis markers assessing how alcohol is metabolized and its effects on mental clarity. Subjects will return after a one-week washout period for re-testing with the exact protocols but will be given the alternative sample. Throughout the study, a physician will be present to monitor the proceedings. Subjects will not be allowed to operate their own vehicles and will be provided with transportation. A third-party organization (Substantiation Sciences Inc. in Weston, FL) has been appointed to audit the entire study, ensuring accuracy and adherence to the protocol.

The study has received approval from the Institutional Review Board (IRB) for studies involving human subjects, and recruitment is currently underway. Subjects are anticipated to undergo baseline assessments and health screenings starting next week, with the actual testing protocol commencing in the following days. The study is projected to extend over several months in the event that the minimum required number of participants (36) is not attained promptly. Preliminary results will be available shortly after, with subsequent submission to various research journals determined by the science team.

Sales and Marketing

We primarily sell our products through third-party physical retail stores and partners who license and distribute them to other markets. Currently, our products are licensed for distribution in over 31 countries. The majority of our sales occur via traditional physical retailers, including their websites. We also sell via online retailers, such as Amazon and Walmart. To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners.

Manufacturing, Logistics and Fulfillment

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

SRM Entertainment

On December 9, 2022, the Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owns 4.5 million of the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company. SRM.

Competitive Strengths

We are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research. Our focus on research and development has enabled us to stay ahead of the curve and provide our customers with products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved, as it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation, we are confident in our ability to meet the ever-changing needs of the market and continue to be a leading player in the wellness industry.

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Recent Developments

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

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

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

Basis of Presentation

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements for the Nine months ended September 30, 2023 and 2022 and audited financial statements for the year ended December 31, 2022, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Cash and Cash Equivalents

Investments Held-to-Maturity

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

Assets and liabilities Held for Sale

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

At December 31, 2022 and 2021, the Company had current assets held for sale totaling $611,316 and 322,525, respectively, long term assets held for sale totaling $1,242,803 and $1,313,735 and liabilities held for sale totaling $593,192 and $647,055, respectively.

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

	December 31,
	2022			2021
Cash	$	453,516		$	529,520
Inventory		290,200			55,482
Account receivable		621,090			688,768
Prepaid expenses and deposits		697,725			551,376
Investment in Affiliate		7,699			-
Loan to SRM		(1,458,914	)		(1,502,621	)
Total current asset held for sale		611,316			322,525

Intangible assets		291,533			364,417
Goodwill		941,937			941,937
Fixed assets		9,333			7,381
Assets held for sale		1,242,803			1,313,735
Total assets	$	1,854,119		$	1,636,260

Accounts Payable	$	378,804		$	532,899
Accrued liabilities		214,388			114,156
Total current Liabilities	$	593,192		$	647,055

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

	Year ended December 31,
	2022			2021
Sales	$	6,076,116		$	2,693,131
Cost of Sales		4,845,217			2,137,699
Gross profit		1,230,899			555,432

Operating expense		887,495			659,074
Other (income) expense		(768	)		3,339
Total expenses		886,727			662,413
Net income (loss) from discontinued operations	$	344,172		$	(106,981	)

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Net Loss per Common Share

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

	For the Three months Ended September 30,						For the Nine months Ended September 30,
	2023			2022			2022			2021
Numerator:
Net (loss)		(7,738,301	)		(2,332,426	)		(9,406,066	)		(6,692,957	)

Denominator:
Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period		29,836,485			21,530,012			27,370,658			22,191,644
Denominator for diluted earnings per share		29,836,485			21,530,012			27,370,658			22,191,644
Basic (loss) per share		(0.26	)		(0.10	)		(0.34	)		(0.30	)
Diluted (loss) per share		(0.26	)		(0.10	)		(.034	)		(0.30	)

Revenue Recognition

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

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

	●	recognize revenue as the performance obligation is satisfied.

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

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of September 30, 2023 and December 31, 2022, the Company had not recognized an allowance for doubtful collections.

Foreign Currency Translation

Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the Nine months ended September 30, 2022 and year ended December 31, 2021 and the cumulative translation gains and losses as of September 30, 2023 and December 31, 2022 were not material.

Inventory

Debt Extinguishment and Modification

Deconsolidation

Equity Method for Investments

Asset Purchases

Investments in Marketable Securities

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Income Taxes

We account for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. Since we were incorporated on October 24, 2018, the evaluation was performed for 2018 tax year, which would be the only period subject to examination. We believe that our income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to our financial position. Our policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $98,091.24 and $128,241 for the Nine months ended September 30, 2023 and 2022, respectively.

Stock Based Compensation

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

On October 24, 2018, the inception date (“Inception”), we adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Related parties

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

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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Recent Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard did not have a significant impact on our results of operations, financial condition, cash flows, and financial statement disclosures.

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

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Results of Operations

For the three months ended September 30, 2023 and 2022

The following table provides selected financial data about us for the three months ended September 30, 2023 and 2022, respectively.

	September 30, 2023			September 30, 2022
Sales	$	11,877		$	85,467
Cost of Sales		46,436			74,365
Gross Profit (Loss)		(34,561	)		11,102
Total operating expenses		(4,090,608	)		(1,977,175	)
Other income (expense)		(3,152,437	)		(549,232	)
Net Loss from operations	$	(7,277,606	)	$	(2,515,305	)
Income from discontinued operations		(460,695	)		182,879
Net (loss)	$	(7,738,301	)	$	(2,332,426	)

Revenues and Cost of Sales

We generated $11,877 in revenues for the three months ended September 30, 2023 compared to $85,467 revenues in the three months ended September 30, 2022. Cost of sales were $46,436 for the three months ended September 30, 2023 compared to $74,365 for the for the three months ended September 30, 2022. Gross profit (loss) was ($34,561) and $11,102, respectively for the three months ended September 30, 2023 and 2022.

Operating Expenses and Other Income (Expense)

We had total operating expenses of $4,090,608 and other expenses of $3,152,437 for the three months ended September 30, 2023 compared to $1,977,155 and other expenses of $549,232 for the three months ended September 30, 2022.

Operating expenses for the three months ended September 30, 2023 were in connection with our daily operations as follows: (i) marketing expenses of $170,633; (ii) research and development of $61,163; (iii) legal and professional expenses of $1,613,981, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $49,547; (v) depreciation and amortization of $67,355; (vi) general and administrative expenses of $872,884, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $1,245,029. Other income for the three months ended September 30, 2023 consisted of interest income of $56,113, interest expense of $54,751, unrecognized loss on equity investments of $726,884 and other expenses of $2,426,893.

Operating expenses for the three months ended September 30, 2022 were in connection with our daily operations as follows: (i) marketing expenses of $9,575; (ii) research and development of $3,876; (iii) legal and professional expenses of $942,618, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $46,054; (v) depreciation and amortization of $4,382; (vi) general and administrative expenses of $674,810, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $295,860. Other income for the three months ended September 30, 2022, consisted of interest income of $549,246.

Discontinued operations

During the three months ended September 30, 2023, the Company had a loss of ($460,695) from discontinued operations and income of $182,879 for the three months ended September 30, 2022.

Income/Losses

Net losses were $7,738,301 and $2,332,426 for the three months ended September 30, 2023 and 2022, respectively.

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For the Nine months ended September 30, 2023 and 2022

The following table provides selected financial data about us for the Nine months ended September 30, 2023 and 2022, respectively.

	September 30, 2023			September 30, 2022
Sales	$	69,968		$	125,417
Cost of Sales		97,977			93,869
Gross Profit (Loss)		(28,008	)		31,548
Total operating expenses		(7,040,858	)		(6,043,504	)
Other income (expense)		(2,075,671	)		(1,118,148	)
Net Loss from operations	$	(9,144,538	)	$	(7,130,104	)
Income from discontinued operations		(261,528	)		437,147
Net (loss)	$	(9,406,066	)	$	(6,692,957	)

Revenues and Cost of Sales

We generated $69,968 in revenues for the nine months ended September 30, 2023 compared to $125,417 revenues in the Nine months ended September 30, 2022. Cost of sales were $97,977 for the Nine months ended September 30, 2023 compared to $93,869 for the for the Nine months ended September 30, 2022. Gross profit (loss) was ($28,008) and $31,548, respectively for the nine months ended September 30, 2023 and 2022.

Operating Expenses and Other Income (Expense)

We had total operating expenses of $7,040,858 and $2,075,671 of other loss for the Nine months ended September 30, 2023 compared to $6,043,504 and $1,118,148 of other expenses for the nine months ended September 30, 2022.

Operating expenses for the Nine months ended September 30, 2023 were in connection with our daily operations as follows: (i) marketing expenses of $206,047; (ii) research and development of $98,091; (iii) legal and professional expenses of $2,563,047, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $156,870; (v) depreciation and amortization of $110,674; (vi) general and administrative expenses of $2,441,100, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $1,465,029. Other income for the Nine months ended September 30, 2023 consisted of net interest income of $56,802, interest expense of $168,869, unrecognized loss on equity investments of $726,884 and other expenses of $1,236,720.

Operating expenses for the nine months ended September 30, 2022 were in connection with our daily operations as follows: (i) marketing expenses of $78,719; (ii) research and development of $132,117; (iii) legal and professional expenses of $1,753,640, consisting of corporate advisory services, annual report preparation fees, investor relations, and general corporate governance fees; (iv) rent and utilities of $128,006; (v) depreciation and amortization of $52,646; (vi) general and administrative expenses of $3,355,347, consisting of $1,000,000 impairment of a promissory note, payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; and (vii) stock based compensation of $543,029. Other income for the Nine months ended September 30, 2023 consisted of net interest expense of $1,122,961 (which includes $876,926 of amortization of original issue discount and Warrant discount on convertible promissory notes) and other income of $4,813.

Discontinued operations

During the nine months ended September 30, 2023, the Company had a loss of $261,528 from discontinued operations and income of $437,147 for the nine months ended September 30, 2022.

Income/Losses

Net losses were $9,406,066 and $6,692,957 for the Nine months ended September 30, 2023 and 2022, respectively.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are not effective this quarter in reaching that level of assurance as evidenced by the number and magnitude of adjustments made by our external auditors.

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

Changes in Internal Control Over Financial Reporting

During the past three months and previous fiscal year, we implemented significant measures to remediate the previously disclosed ineffectiveness of our internal control over financial reporting, which included an insufficient degree of segregation of duties amongst our accounting and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting. The remediation measures consisted of the hiring of individuals with appropriate experience in internal controls over financial reporting, and the modification of our accounting processes and enhancement to our financial controls, including the testing of such controls.

Other than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the Nine months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

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

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

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Table of Contents

Item 6. Exhibits

Exhibit
Number		Description

(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1		Section 302 Certification by the Principal Executive Officer
31.2		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer
32.2		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Table of Contents

SIGNATURES

Pursuant to the requirements 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.

	Safety Shot, Inc.

Dated: January 5, 2024	/s/ Brian S. John
	Brian S. John
	Chief Executive Officer
	(Principal Executive Officer Officer)

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian S. John, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Safety Shot, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2024

/s/ Brian S. John
Brian S. John
Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Markita Russell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Safety Shot, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2024

/s/ Markita Russell
Markita Russell
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian S. John, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q/A of Safety Shot, Inc. for the period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safety Shot, Inc.

Dated: January 5, 2024	/s/ Brian S. John
	Brian S. John
	Chief Executive Officer
	(Principal Executive Officer Officer) Safety Shot, Inc.

EXHIBIT 32.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Markita Russell, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q/A of Safety Shot, Inc. for the period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safety Shot, Inc.

Dated: January 5, 2024	/s/ Markita Russell
	Markita Russell
	Chief Financial Officer
	(Principal Financial Officer
	and Principal Accounting Officer)
	Safety Shot, Inc.

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 13, 2023
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Safety Shot, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No.1 (the “Amendment”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023, to reclassify the financial statements in its Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the nine months ended September 30, 2023 that was originally filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2023
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39569
Entity Registrant Name	SAFETY SHOT, INC.
Entity Central Index Key	0001760903
Entity Tax Identification Number	83-2455880
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1061 E. Indiantown Road
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33477
City Area Code	(561)
Local Phone Number	244-7100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		39,817,783
Entity Information, Former Legal or Registered Name	Jupiter Wellness, Inc
Common Stock, $.001 par value per share [Member]
Title of 12(b) Security	Common Stock, $.001 par value per share
Trading Symbol	SHOT
Security Exchange Name	NASDAQ
Warrants to purchase shares of common stock [Member]
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	SHOTW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash	$ 4,387,797	$ 1,477,552
Marketable Securities	2,281,074
Inventory	93,663	151,204
Account receivable	3,012	26,440
Prepaid expenses and deposits	605,818	116,389
Investment in affiliates	794,717	2,909,674
Loan receivable from SRM Entertainment Ltd		1,458,914
Current assets held for sale		611,316
Total current assets	8,166,081	6,751,489
Long-Term Assets
Right of use assets	521,519	643,977
Intangible assets, net
Goodwill
Intellectual property, net	2,612,907
Fixed assets, net	30,923	52,494
Assets held for sale		1,242,803
Total assets	11,331,430	8,690,763
Liabilities and Shareholders’ Equity
Accounts Payable	1,689,697	1,548,384
Convertible notes, net of discounts	2,000,000	2,000,000
Current portion of lease liability	206,015	164,170
Accrued interest	229,261	110,905
Accrued liabilities	89,245	41,326
Covid - 19 SBA Loan	49,166	47,533
Current liabilities held for sale		593,192
Total current Liabilities	4,263,384	4,505,510
Long-term portion lease liability	358,920	519,659
Total liabilities	4,622,304	5,025,169
Shareholders’ Equity
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding
Common stock, $.001 par value, 100,000,000 shares authorized, of which 37,208,759 and 22,338,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022	37,209	22,339
Additional paid-in capital	65,950,427	53,763,929
Common stock payable	725,230	477,000
Accumulated deficits	(60,003,740)	(50,597,674)
Total Shareholders’ Equity	6,709,126	3,665,594
Total Liabilities and Shareholders’ Equity	$ 11,331,430	$ 8,690,763

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	37,208,759	22,338,888
Common Stock, shares outstanding	37,208,759	22,338,888

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Sales	$ 11,877	$ 85,467	$ 69,968	$ 125,417
Cost of Sales	46,438	74,365	97,977	93,869
Gross profit (loss) from continuing operations	(34,561)	11,102	(28,009)	31,548
Operating expense
General and administrative expenses	4,090,608	1,977,175	7,040,858	5,043,504
Impairment of Promissory Note				1,000,000
Total operating expenses	4,090,608	1,977,175	7,040,858	6,043,504
Other income / (expense)
Interest income	56,113	483	56,802	1,410
Interest expense	(54,751)	(549,715)	(168,869)	(1,124,371)
Other income / (expense)	(2,426,915)		(1,236,720)	4,813
Unrecognized gain / (loss) on equity investment	(726,884)		(726,884)
Total other income (expense)	(3,152,437)	(549,232)	(2,075,671)	(1,118,148)
Net (loss) from continuing operations	(7,277,606)	(2,515,305)	(9,144,538)	(7,130,104)
Income (loss) from discontinued operations	(460,695)	182,879	(261,528)	437,147
Net (loss)	$ (7,738,301)	$ (2,332,426)	$ (9,406,066)	$ (6,692,957)
Net (loss) per share:
Basic	$ (0.26)	$ (0.10)	$ (0.34)	$ (0.30)
Weighted average number of shares
Basic	29,836,485	21,530,012	27,370,658	22,191,644

Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($)	Treasury Stock, Common [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 24,046	$ 285,000	$ 51,668,019	$ (35,374,646)	$ 16,602,419
Balance, shares at Dec. 31, 2021		24,046,001
Stock issued for services		$ 100		104,900		105,000
Stock issued for services, shares		100,000
Treasury shares purchased	$ (2,133,167)	$ (1,996)		1,996		(2,133,167)
Treasury shares purchased, shares	1,995,948	(1,995,948)
Net Loss					(2,919,775)	(2,919,775)
Ending balance, value at Mar. 31, 2022	$ (2,133,167)	$ 22,150	285,000	51,774,915	(38,294,421)	11,654,477
Balance, shares at Mar. 31, 2022	1,995,948	22,150,053
Beginning balance, value at Dec. 31, 2021		$ 24,046	285,000	51,668,019	(35,374,646)	16,602,419
Balance, shares at Dec. 31, 2021		24,046,001
Net Loss						(6,692,957)
Ending balance, value at Sep. 30, 2022	$ (300,151)	$ 21,664	477,000	50,426,013	(42,067,603)	8,556,923
Balance, shares at Sep. 30, 2022	391,723	21,663,888
Beginning balance, value at Dec. 31, 2021		$ 24,046	285,000	51,668,019	(35,374,646)	16,602,419
Balance, shares at Dec. 31, 2021		24,046,001
Stock issued for services, shares		925,000
Shares issued in connection with convertible promissory note, shares		250,000
Ending balance, value at Dec. 31, 2022		$ 22,339	477,000	53,763,929	50,597,674	3,665,594
Balance, shares at Dec. 31, 2022		22,338,888
Beginning balance, value at Mar. 31, 2022	$ (2,133,167)	$ 22,150	285,000	51,774,915	(38,294,421)	11,654,477
Balance, shares at Mar. 31, 2022	1,995,948	22,150,053
Treasury shares purchased	$ (643,558)	$ (694)		694		(643,558)
Treasury shares purchased, shares	694,406	(694,406)
Net Loss					(1,440,756)	(1,440,756)
Treasury shares cancelled	$ 2,579,894			(2,579,894)
Treasury shares cancelled, shares	(2,433,894)
Shares issued in connection with convertible promissory note		$ 250		277,250		277,500
Shares issued in connection with convertible promissory note, shares		250,000
Fair value of warrants granted for services				706,977		706,977
Stock options issued for services				142,169		142,169
Ending balance, value at Jun. 30, 2022	$ (196,831)	$ 21,706	285,000	50,322,111	(39,735,177)	10,696,809
Balance, shares at Jun. 30, 2022	256,460	21,705,647
Stock issued for services		$ 150		103,710		103,860
Stock issued for services, shares		150,000
Treasury shares purchased	$ (103,320)	$ (135)		135		(103,320)
Treasury shares purchased, shares	135,263	(135,263)
Net Loss					(2,332,426)	(2,332,426)
Common Stock to be issued for services			192,000			192,000
Management common shares cancelled		$ (57)		57
Common stock to be issued for services, shares		(56,496)
Ending balance, value at Sep. 30, 2022	$ (300,151)	$ 21,664	477,000	50,426,013	(42,067,603)	8,556,923
Balance, shares at Sep. 30, 2022	391,723	21,663,888
Beginning balance, value at Dec. 31, 2022		$ 22,339	477,000	53,763,929	50,597,674	3,665,594
Balance, shares at Dec. 31, 2022		22,338,888
Net Loss					(1,308,174)	(1,308,174)
Shares issued in Public Offering		$ 4,316		3,446,359		3,450,675
Shares issued in Public Offering, shares		4,315,787
Ending balance, value at Mar. 31, 2023		$ 26,655	477,000	57,210,288	(51,905,848)	5,808,095
Balance, shares at Mar. 31, 2023		26,654,675
Beginning balance, value at Dec. 31, 2022		$ 22,339	477,000	53,763,929	50,597,674	3,665,594
Balance, shares at Dec. 31, 2022		22,338,888
Stock issued for services, shares		1,675,000
Net Loss						(9,406,066)
Shares issued in Public Offering						$ 192,000
Shares issued in Public Offering, shares		4,315,787				300,000
Purchase of intangible asset, shares		5,000,000
Ending balance, value at Sep. 30, 2023		$ 37,209	725,230	65,950,427	(60,003,740)	$ 6,709,126
Balance, shares at Sep. 30, 2023		37,208,759
Beginning balance, value at Mar. 31, 2023		$ 26,655	477,000	57,210,288	(51,905,848)	5,808,095
Balance, shares at Mar. 31, 2023		26,654,675
Net Loss					(359,591)	(359,591)
Shares issued for services		$ 500		219,500		220,000
Shares issued for services, shares		500,000
Ending balance, value at Jun. 30, 2023		$ 27,155	477,000	57,429,788	(52,265,439)	5,668,504
Balance, shares at Jun. 30, 2023		27,154,675
Stock issued for services		$ 1,175		456,750		457,925
Stock issued for services, shares		1,175,000
Net Loss					(7,738,301)	(7,738,301)
Fair value of warrants granted for services				364,960		364,960
Shares issued for Stock payable		$ 300	(192,000)	191,700
Shares issued for stock payable, shares		300,000
Stock payable for services			113,500			113,500
Stock payable for inducement			326,730			326,720
Purchase of intangible asset		$ 5,000		2,463,500		2,468,500
Purchase of intangible asset, shares		5,000,000
Warrant conversions		$ 3,579		3,332,195		3,335,774
Warrant conversions, shares		3,579,084
Deconsolidation of SRM Entertainment and change to equity method of accounting				551,757		551,757
Fair value of price reduction on conversion price for notes and warrants				1,120,333		1,120,333
Fair value of options granted to employees				39,444		39,444
Ending balance, value at Sep. 30, 2023		$ 37,209	$ 725,230	$ 65,950,427	$ (60,003,740)	$ 6,709,126
Balance, shares at Sep. 30, 2023		37,208,759

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from continuing operating activities:
Net (loss)	$ (7,277,606)	$ (2,515,305)	$ (9,144,538)	$ (7,130,104)
Depreciation & Amortization			112,442	16,204
Gain on sale of fixed assets			(23,308)	(3,702)
Impairment IP				1,000,000
Fair value of options issued for services			39,444	142,169
Fair value of shares issued for services			791,425	400,860
Fair value of shares issued for inducement			326,730
Fair value of warrants issued for services			364,960
Amortization of debt discount				996,879
Amortization of Clinical research agreement				212,500
Loss on extinguishment			1,120,333
Unrealized gain/loss on equity investment			726,884
Realized gain/loss on sale of marketable securities			(216,664)
Unrealized loss on marketable securities			356,359
Bad debt			4,816	2,266
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Prepaid expenses and deposits			(181,946)	(284,538)
Right of Entry asset			122,458	114,004
Accounts receivable			371,803	(28,767)
Inventory			94,157	(148,489)
Accounts payable			(59,862)	(292,547)
Accrued liabilities			130,938	68,162
Lease liability			(118,894)	(94,078)
Net cash (used in) continuing operating activities			(5,182,463)	(5,029,182)
Cash flows from discontinued operating activities:
Income (loss) from discontinued operations			(261,528)	437,147
Reclassification of assets and liabilities to held for sale			863,065	(437,409)
Cash provided from discontinued operations			601,537	22,662
Cash flows from investing activities:
Cash paid for purchase of assets			(200,000)	(10,707)
Cash paid for research agreement				(1,500,000)
Cash paid for marketable securities			(14,332)
Cash paid for purchase of fixed assets			(108,954)	(1,000,000)
Cash paid for SRM Inc.			(390,478)
Cash received from SRM Ltd.			1,534,814
Cash received for sale of marketable securities			665,631
Net change to value of marketable securities			345,032
Cash paid for investment			(508,800)
Proceeds from sale of assets			39,100	43,000
Net cash (used in) investing activities			1,362,013	(2,467,707)
Cash flows from financing activities:
Shares issued for cash			6,786,449
Cash paid for Treasury Stock				(2,880,045)
Proceeds from Promissory notes				1,880,000
Loans to affiliates			(699,952)
Borrowings on debt			199,097	241,272
Payments on debt			(156,436)	(187,711)
Net cash (used in) provided by financing activities			6,129,158	(946,484)
Net (decrease) in cash and cash equivalents			2,910,245	(8,443,635)
Cash and cash equivalents at the beginning of the period			1,477,552	11,225,038	$ 11,225,038
Cash and cash equivalents at the end of the period	$ 4,387,797	$ 2,781,403	4,387,797	2,781,403	$ 1,477,552
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
Non-cash items:
Fair value of Warrants issued and beneficial conversion feature in connection with convertible notes				706,977
Reclassification of Held to Maturity investments to Marketable Securities			3,417,100
Shares issued from stock payable for services			192,000
Shares issued for GBB asset purchase			2,468,500
Reclassification for SRM Ltd deconsolidation			146,800
Common stock issued in connection with promissory notes				277,500
Treasury shares cancelled				2,579,894
Cancellation of shares issued to management				$ 57

Organization and Business Operations

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Organization and Business Operations

Note 1 – Organization and Business Operations

Going Concern Consideration

Significant Accounting Policies Basis of Presentation

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies Basis of Presentation

Note 2 – Significant Accounting Policies Basis of Presentation

Debt Extinguishment and Modification

Deconsolidation

Discontinued Operations

Equity Method for Investments

Asset Purchases

Investments in Marketable Securities

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Inventory

Investments Held-to-Maturity

Assets and liabilities Held for Sale

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

The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets:

	September 30,		December 31,
	2023		2022
Cash	$	-	$	453,516
Inventory		-		290,200
Account receivable		-		621,090
Prepaid expenses and deposits		-		697,725
Investment in Affiliate		-		7,699
Loan to SRM		-		(1,458,914	)
Total current asset held for sale		-		611,316

Intangible assets		-		291,533
Goodwill		-		941,937
FF&E		-		9,333
Assets held for sale		-		1,242,803
Total assets	$	-	$	1,854,119

Accounts Payable	$	-	$	532,899
Accrued liabilities		-		114,156
Total current Liabilities	$	-	$	647,055

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

	2023			2022		2023			2022
	Three months ended September 30					Nine months ended September 30
	2023			2022		2023			2022
Sales	$	472,319		$	1,517,546	$	3,901,162		$	5,165,719
Cost of Sales		379,374			1,115,376		3,064,376			4,161,505
Gross profit		92,945			402,170		836,786			1,004,214

Operating expense		91,951			219,291		636,937			567,067
Other (income) expense		461,690			-		461,377			-
Total expenses		553,641			219,291		1,098,314			567,067
Net income (loss) from discontinued operations	$	(460,696	)	$	182,879	$	(261,528	)	$	437,147

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

Schedule of Net Loss per Common Share

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Denominator:
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period		29,836,485			21,530,012			27,370,658			22,191,644
Denominator for diluted earnings per share		29,836,485			21,530,012			27,370,658			22,191,644
Basic (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)
Diluted (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Fair Value of Financial Instruments

Revenue Recognition

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

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

Accounts Receivable and Credit Risk

Impairment of Long-Lived Assets

Goodwill and Intangible Assets

Foreign Currency Translation

Research and Development

Stock Based Compensation

Income Taxes

Related parties

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

Reclassifications

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

Recent Accounting Pronouncements

Accounts Receivable

9 Months Ended

Sep. 30, 2023

Credit Loss [Abstract]

Accounts Receivable

Note 3 – Accounts Receivable

At September 30, 2023 and December 31, 2022, the Company had accounts receivable of $3,012 and $26,440, respectively. The decrease is attributable to the spin-off of SRM Ltd.

Prepaid Expenses and Deposits

9 Months Ended

Sep. 30, 2023

Prepaid Expenses And Deposits

Prepaid Expenses and Deposits

Note 4 – Prepaid Expenses and Deposits

At September 30, 2023 and December 31, 2022, the Company had prepaid expenses and deposits of $605,818 and $116,389, respectively consisting primarily of deposits and prepayments on purchase orders.

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

Note 5 – Inventory

At September 30, 2023 and December 31, 2022, the Company had inventory of $93,663 and $151,204, consisting of finished goods, raw materials and packaging supplies.

Marketable Securities, Investment in and Loans to Affiliates

9 Months Ended

Sep. 30, 2023

Schedule of Investments [Abstract]

Marketable Securities, Investment in and Loans to Affiliates

Note 6 – Marketable Securities, Investment in and Loans to Affiliates

In May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $508,800 and in September 2023, the Company purchased an additional 10,000, shares for $14,332.

During the nine months ended September 30, 2023 the Company sold 256,637 ChiJet shares for a realized gain of $216,664.

At December 31, 2022, the Company had loans totaling $9,073 to an affiliate. There were no loans at September 30, 2023.

Note Receivable

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Note Receivable

Note 7 – Note Receivable

Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 8 – Intangible Assets

SRM Entertainment

In connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible assets as follows:


Distribution Agreements	$	437,300
Goodwill		941,937
Total	$	1,379,237

Summary of deconsolidation loss:

Schedule of Deconsolidation and Equity

Goodwill and Intangibles	$	1,042,151
Net assets of SRM Ltd at deconsolidation		189,866
Equity of SRM Ltd		698,557
Effect of deconsolidation		1,930,574
Fair value of Consideration		(1,521,025	)
Loss on deconsolidation	$	(409,549	)

Summary of Changes to Equity Method Investment

Summary of Asset Value

Fair value of Consideration	$	1,521,025
Equity in SRM losses		(726,884	)
Balance	$	794,141

Licensing agreements

Clinical Research Agreement

Safety Shot Acquisition

The patents will be amortized over twelve years (the remaining 12 year life of the patents). During the nine months ended September 30, 2023, the Company recognized $55,593 of amortization expense.

Summary of transaction and carrying value:

Purchase price:			Allocation of Purchase price:
Cash	$	200,000	Patents	$	2,668,500
Fair value of stock issued		2,468,500	Amortization		(55,593	)
Balance	$	2,668,500	Balance	$	2,612,907

Accrued Interest and Other Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Interest and Other Accrued Liabilities

Note 9 – Accrued Interest and Other Accrued Liabilities

At September 30, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $229,261 and $110,905, respectively.

At September 30, 2023 and December 31, 2022, the Company had accrued liabilities totalling $89,245 and $41,326, respectively.

Convertible Notes Payable – Related Parties

9 Months Ended

Sep. 30, 2023

Convertible Notes Payable – Related Parties

Note 10 – Convertible Notes Payable – Related Parties

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

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and three months ended September 30, 2023:

Principal Balance, December 31, 2021	$	-
The Notes		2,000,000
Principal Balance, September 30, 2023 and December 31, 2022	$	2,000,000

Covid-19 SBA Loans

9 Months Ended

Sep. 30, 2023

Unusual or Infrequent Items, or Both [Abstract]

Covid-19 SBA Loans

Note 11 – Covid-19 SBA Loans

Capital Structure

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Capital Structure

Note 12 – Capital Structure

Year ended December 31, 2022 issuances

Treasury Shares Purchased

Share and warrants issued in connection with convertible debt

Shares issued for services

Management return and cancellation of shares

Nine months ended September 30, 2023 issuances:

Shares issued in Public Offering

Shares issued for services

Shares issued for stock payable

During the Nine months ended September 30, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022.

Shares issued for purchase of assets

Shares issued for exercise of warrants related to promissory notes

In August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 10. The Company received $1,118,400 for the exercise.

Shares issued for purchase of warrants related to the Pipe transaction

The following table sets forth the issuances of the Company’s shares of common stock for the year and Nine months ended September 30, 2023 as follows:

Schedule of Stock Holders


Balance December 31, 2021	24,046,001
Public offering
Shares issued for stock payable
Shares issued for services	925,000
Loan origination shares for promissory note	250,000
Shares repurchased from the market	(2,825,617	)
Management shares cancelled	(56,496	)
Balance December 31, 2022	22,338,888
Public offering	4,315,787
Shares issued for stock payable	300,000
Shares issued for services	1,675,000
Stock issued for asset purchase	5,000,000
Stock issued for conversion of warrants related to Notes	1,200,000
Stock issued for conversion of warrants related to PIPE	2,379,084
Balance September 30, 2023	37,208,759

Common Stock Payable

Warrants and Options

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Warrants and Options

Note 13 – Warrants and Options

Warrants

Reporting Date	Relative Fair Value		Term (Years)		Exercise Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
5/5 to 5/28/21	$	308,231		5		6.00	$	3.78-3.99		283-280	%		0.0217
04/20/22	$	706,977		5	$	2.79	$	1.11		281	%		0.0287
11/11/22	$	937,207		5	$	1.00	$	1.28		211	%		0.0432

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

01/23/23

2,311,614

1.00

0.65

287

0.0388

01/23/23

2,602,996

1.00

0.65

371

0.0361

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

08/10-08/21/23

364,960

1.00 -1.40

0.87-1.18

151

0.0421-0465

The following tables summarize all warrants outstanding as of September 30, 2023 and December 31, 2022, and the related changes during the period.

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

Summary of Warrant Outstanding

	Number of Warrants			Exercise Price

Balance at December 31, 2021		13,698,125		$	3.24
Warrants issued in connection with Convertible Notes		1,460,000			.093
Warrants issued in connection with Convertible Notes		800,000			.093
Balance at December 31, 2022		15,958,126		$	2.91
Warrants issued in Public Offering		9,260,554			.093
Warrants issued for services		400,000			1.23
Warrants exercised in connection with Convertible notes		(1,200,000	)		0.93
Warrants exercised in connection with PIPE		(2,379,084	)		0.93
Balance at September 30, 2023		22,039,596		$	2.37

Warrants Exercisable at September 30, 2022		22,039,596		$	2.37

Stock Options

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility

Percentage

Fair Value

01/01/22

300,000

1.00

0.80

126

142,169

12/30/2022

3,250,000

0.76 – 0.84

0.77

166

2,048,270

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility Percentage

Fair Value

7//10 – 8/18/23

350,000

3-4

0.46-1.13

158-160

202,638

At September 30, 2023 the Company had 8,250,950 options outstanding.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies

Primary Period	Amount		Amount During Renewal Period	Amount
July 1 to June 30, 2022	$	180,456	July 1 to June 30, 2027	$	240,662
July 1 to June 30, 2023	$	201,260	July 1 to June 30, 2028	$	247,882
July 1 to June 30, 2024	$	224,330	July 1 to June 30, 2029	$	255,319
July 1 to June 30, 2025	$	229,312
July 1 to June 30, 2026	$	233,653

Legal Proceedings

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

Subsequent to September 30, 2023, the Company issued 2,609,024 shares upon conversion of warrants.

Significant Accounting Policies Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Debt Extinguishment and Modification

Debt Extinguishment and Modification

Deconsolidation

Deconsolidation

Discontinued Operations

Discontinued Operations

Equity Method for Investments

Equity Method for Investments

Asset Purchases

Asset Purchases

Investments in Marketable Securities

Investments in Marketable Securities

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Inventory

Investments Held-to-Maturity

Assets and liabilities Held for Sale

Assets and liabilities Held for Sale

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

The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets:

	September 30,		December 31,
	2023		2022
Cash	$	-	$	453,516
Inventory		-		290,200
Account receivable		-		621,090
Prepaid expenses and deposits		-		697,725
Investment in Affiliate		-		7,699
Loan to SRM		-		(1,458,914	)
Total current asset held for sale		-		611,316

Intangible assets		-		291,533
Goodwill		-		941,937
FF&E		-		9,333
Assets held for sale		-		1,242,803
Total assets	$	-	$	1,854,119

Accounts Payable	$	-	$	532,899
Accrued liabilities		-		114,156
Total current Liabilities	$	-	$	647,055

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

	2023			2022		2023			2022
	Three months ended September 30					Nine months ended September 30
	2023			2022		2023			2022
Sales	$	472,319		$	1,517,546	$	3,901,162		$	5,165,719
Cost of Sales		379,374			1,115,376		3,064,376			4,161,505
Gross profit		92,945			402,170		836,786			1,004,214

Operating expense		91,951			219,291		636,937			567,067
Other (income) expense		461,690			-		461,377			-
Total expenses		553,641			219,291		1,098,314			567,067
Net income (loss) from discontinued operations	$	(460,696	)	$	182,879	$	(261,528	)	$	437,147

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

Schedule of Net Loss per Common Share

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Denominator:
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period		29,836,485			21,530,012			27,370,658			22,191,644
Denominator for diluted earnings per share		29,836,485			21,530,012			27,370,658			22,191,644
Basic (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)
Diluted (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Revenue Recognition

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

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

Accounts Receivable and Credit Risk

Impairment of Long-Lived Assets

Goodwill and Intangible Assets

Foreign Currency Translation

Research and Development

Stock Based Compensation

Income Taxes

Related parties

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

Reclassifications

Reclassifications

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

Recent Accounting Pronouncements

Significant Accounting Policies Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Assets and Liabilities of Discontinued Operations

The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets:

	September 30,		December 31,
	2023		2022
Cash	$	-	$	453,516
Inventory		-		290,200
Account receivable		-		621,090
Prepaid expenses and deposits		-		697,725
Investment in Affiliate		-		7,699
Loan to SRM		-		(1,458,914	)
Total current asset held for sale		-		611,316

Intangible assets		-		291,533
Goodwill		-		941,937
FF&E		-		9,333
Assets held for sale		-		1,242,803
Total assets	$	-	$	1,854,119

Accounts Payable	$	-	$	532,899
Accrued liabilities		-		114,156
Total current Liabilities	$	-	$	647,055

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

	2023			2022		2023			2022
	Three months ended September 30					Nine months ended September 30
	2023			2022		2023			2022
Sales	$	472,319		$	1,517,546	$	3,901,162		$	5,165,719
Cost of Sales		379,374			1,115,376		3,064,376			4,161,505
Gross profit		92,945			402,170		836,786			1,004,214

Operating expense		91,951			219,291		636,937			567,067
Other (income) expense		461,690			-		461,377			-
Total expenses		553,641			219,291		1,098,314			567,067
Net income (loss) from discontinued operations	$	(460,696	)	$	182,879	$	(261,528	)	$	437,147

Schedule of Net Loss per Common Share

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Denominator:
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period		29,836,485			21,530,012			27,370,658			22,191,644
Denominator for diluted earnings per share		29,836,485			21,530,012			27,370,658			22,191,644
Basic (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)
Diluted (loss) per share	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Purchase Price to Intangible Assets

In connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible assets as follows:


Distribution Agreements	$	437,300
Goodwill		941,937
Total	$	1,379,237

Schedule of Deconsolidation and Equity

Summary of deconsolidation loss:

Schedule of Deconsolidation and Equity

Goodwill and Intangibles	$	1,042,151
Net assets of SRM Ltd at deconsolidation		189,866
Equity of SRM Ltd		698,557
Effect of deconsolidation		1,930,574
Fair value of Consideration		(1,521,025	)
Loss on deconsolidation	$	(409,549	)

Summary of Asset Value

Summary of Changes to Equity Method Investment

Summary of Asset Value

Fair value of Consideration	$	1,521,025
Equity in SRM losses		(726,884	)
Balance	$	794,141

Summary of Transaction and Carrying Value

Summary of transaction and carrying value:

Purchase price:			Allocation of Purchase price:
Cash	$	200,000	Patents	$	2,668,500
Fair value of stock issued		2,468,500	Amortization		(55,593	)
Balance	$	2,668,500	Balance	$	2,612,907

Convertible Notes Payable – Related Parties (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Convertible promissory Notes

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and three months ended September 30, 2023:

Principal Balance, December 31, 2021	$	-
The Notes		2,000,000
Principal Balance, September 30, 2023 and December 31, 2022	$	2,000,000

Capital Structure (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Stock Holders

The following table sets forth the issuances of the Company’s shares of common stock for the year and Nine months ended September 30, 2023 as follows:

Schedule of Stock Holders


Balance December 31, 2021	24,046,001
Public offering
Shares issued for stock payable
Shares issued for services	925,000
Loan origination shares for promissory note	250,000
Shares repurchased from the market	(2,825,617	)
Management shares cancelled	(56,496	)
Balance December 31, 2022	22,338,888
Public offering	4,315,787
Shares issued for stock payable	300,000
Shares issued for services	1,675,000
Stock issued for asset purchase	5,000,000
Stock issued for conversion of warrants related to Notes	1,200,000
Stock issued for conversion of warrants related to PIPE	2,379,084
Balance September 30, 2023	37,208,759

Warrants and Options (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Warrant Outstanding

	Number of Warrants			Exercise Price

Balance at December 31, 2021		13,698,125		$	3.24
Warrants issued in connection with Convertible Notes		1,460,000			.093
Warrants issued in connection with Convertible Notes		800,000			.093
Balance at December 31, 2022		15,958,126		$	2.91
Warrants issued in Public Offering		9,260,554			.093
Warrants issued for services		400,000			1.23
Warrants exercised in connection with Convertible notes		(1,200,000	)		0.93
Warrants exercised in connection with PIPE		(2,379,084	)		0.93
Balance at September 30, 2023		22,039,596		$	2.37

Warrants Exercisable at September 30, 2022		22,039,596		$	2.37

Share-Based Payment Arrangement, Option [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Fair Value Using Black Scholes Method

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility

Percentage

Fair Value

01/01/22

300,000

1.00

0.80

126

142,169

12/30/2022

3,250,000

0.76 – 0.84

0.77

166

2,048,270

Reporting Date

Number of

Options

Term (Years)

Exercise Price

Grant Date

Market Price on Volatility Percentage

Fair Value

7//10 – 8/18/23

350,000

3-4

0.46-1.13

158-160

202,638

Convertible Note Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Fair Value Using Black Scholes Method

Reporting Date	Relative Fair Value		Term (Years)		Exercise Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
5/5 to 5/28/21	$	308,231		5		6.00	$	3.78-3.99		283-280	%		0.0217
04/20/22	$	706,977		5	$	2.79	$	1.11		281	%		0.0287
11/11/22	$	937,207		5	$	1.00	$	1.28		211	%		0.0432

PIPE Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Fair Value Using Black Scholes Method

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

01/23/23

2,311,614

1.00

0.65

287

0.0388

01/23/23

2,602,996

1.00

0.65

371

0.0361

Common Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Fair Value Using Black Scholes Method

Reporting Date

Relative

Fair Value

Term

(Years)

Exercise

Price

Market Price on Grant Date

Volatility

Percentage

Risk-free

Rate

08/10-08/21/23

364,960

1.00 -1.40

0.87-1.18

151

0.0421-0465

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Minimum Annual Lease Payments

Primary Period	Amount		Amount During Renewal Period	Amount
July 1 to June 30, 2022	$	180,456	July 1 to June 30, 2027	$	240,662
July 1 to June 30, 2023	$	201,260	July 1 to June 30, 2028	$	247,882
July 1 to June 30, 2024	$	224,330	July 1 to June 30, 2029	$	255,319
July 1 to June 30, 2025	$	229,312
July 1 to June 30, 2026	$	233,653

Organization and Business Operations (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Accumulated deficits	$ 60,003,740		$ 50,597,674
Cash flow used in operations	5,182,463	$ 5,029,182
Cash flow used in operations			6,448,078	$ 6,523,441
Cash	4,387,797		1,477,552
Working capital	$ 3,902,697		$ 2,245,979

Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash					$ 453,516
Inventory					290,200
Account receivable					621,090
Prepaid expenses and deposits					697,725
Investment in Affiliate					7,699
Loan to SRM					(1,458,914)
Total current asset held for sale					611,316
Intangible assets					291,533
Goodwill					941,937
FF&E					9,333
Assets held for sale					1,242,803
Total assets					1,854,119
Accounts Payable					532,899
Accrued liabilities					114,156
Total current Liabilities					$ 647,055
Sales	472,319	$ 1,517,546	3,901,162	$ 5,165,719
Cost of Sales	379,374	1,115,376	3,064,376	4,161,505
Gross profit	92,945	402,170	836,786	1,004,214
Operating expense	91,951	219,291	636,937	567,067
Other (income) expense	461,690		461,377
Total expenses	553,641	219,291	1,098,314	567,067
Net income (loss) from discontinued operations	$ (460,696)	$ 182,879	$ (261,528)	$ 437,147

Schedule of Net Loss per Common Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net (loss)	$ (7,738,301)	$ (359,591)	$ (1,308,174)	$ (2,332,426)	$ (1,440,756)	$ (2,919,775)	$ (9,406,066)	$ (6,692,957)
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period	29,836,485			21,530,012			27,370,658	22,191,644
Denominator for diluted earnings per share	29,836,485			21,530,012			27,370,658	22,191,644
Basic (loss) per share	$ (0.26)			$ (0.10)			$ (0.34)	$ (0.30)
Diluted (loss) per share	$ (0.26)			$ (0.10)			$ (0.34)	$ (0.30)

Significant Accounting Policies Basis of Presentation (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 14, 2023	May 31, 2023	May 31, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cash equivalents					$ 0		$ 0
Inventory write-downs expired					$ 23,794
nventory write-off							152,432
Raw materials							23,623
Finished goods							123,094
Packaging							5,715
Issuance of stock, shares					300,000
Issuance of stock, value				$ 3,450,675	$ 192,000
Current assets held for sale							611,316
Long term assets held for sale							1,242,803
Liabilities held for sale							593,192
Allowance for doubtful collections
Impairment of goodwill							0
Goodwill
Impairment of intangible assets					0		1,450,000
Research and development expense					$ 98,091	$ 128,241
Operating loss carry forwards							7,110,329
Operating loss carry forwards valuation allowance							$ 7,110,329
SRM Entertainment [Member]
Property, Plant and Equipment [Line Items]
Issuance of stock, shares	4,609,166
SRM Entertainment [Member] \| Stock Exchange Agreement [Member]
Property, Plant and Equipment [Line Items]
Issuance of stock, shares	9,450,000	6,500,000
Outstanding shares of common stock, percentage		79.30%	79.30%
Exchange of stock, shares		2
Issuance of stock, value	$ 4,500,000
SRM Entertainment [Member] \| Stock Exchange Agreement [Member] \| IPO [Member]
Property, Plant and Equipment [Line Items]
Issuance of stock, shares	2,000,000		6,500,000
Sale of stock, shares	1,250,000
Sale of stock, per share	$ 5.00
Subsidiary Issuer [Member] \| Nonconsolidated Investees, Other [Member]
Property, Plant and Equipment [Line Items]
Equity method ownership percentage					50.00%
Parent Company [Member] \| Equity Method [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Equity method ownership percentage					20.00%
Parent Company [Member] \| Equity Method [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Equity method ownership percentage					50.00%

Accounts Receivable (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Credit Loss [Abstract]
Accounts receivable	$ 3,012	$ 26,440

Prepaid Expenses and Deposits (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expenses And Deposits
Prepaid Expense, Current	$ 605,818	$ 116,389

Inventory (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory	$ 93,663	$ 151,204

Marketable Securities, Investment in and Loans to Affiliates (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 14, 2023	Jun. 27, 2023	May 31, 2023	Sep. 01, 2022	Aug. 31, 2023	May 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2023
Schedule of Investments [Line Items]
Marketable Securities, Current							$ 2,281,074		$ 2,281,074
Unrealized Gain (Loss) on Investments	$ (726,884)								$ (726,884)
Issuance of stock, shares									300,000
Issuance of stock, value								$ 3,450,675	$ 192,000
Affiliated Entity [Member]
Schedule of Investments [Line Items]
Loan to affiliate							$ 0		0		9,073
Chijet [Member] \| Restricted Stock [Member] \| Chief Executive Officer [Member]
Schedule of Investments [Line Items]
Restricted shares issuable in lieu of bonuses							267,500
Chijet [Member] \| Accounts Payable [Member]
Schedule of Investments [Line Items]
Contingent liability												$ 233,377
SRM Entertainment [Member]
Schedule of Investments [Line Items]
Issuance of stock, shares	4,609,166
Non-interest bearing loan receivable balance	$ 1,482,673										$ 1,482,673
Accrued interest expense									$ 55,847
Total balance paid from proceeds of IPO	1,538,520
SRM Entertainment [Member] \| Notes Receivable [Member]
Schedule of Investments [Line Items]
Conversion percentage				6.00%
SRM Entertainment [Member] \| IPO [Member]
Schedule of Investments [Line Items]
Total balance paid from proceeds of IPO	$ 55,847
SRM Entertainment [Member] \| Stock Exchange Agreement [Member]
Schedule of Investments [Line Items]
Issuance of stock, shares	9,450,000		6,500,000
Outstanding shares of common stock, percentage			79.30%			79.30%
Exchange of stock, shares			2
Issuance of stock, value	$ 4,500,000
SRM Entertainment [Member] \| Stock Exchange Agreement [Member] \| IPO [Member]
Schedule of Investments [Line Items]
Sale of stock, shares	1,250,000
Issuance of stock, shares	2,000,000					6,500,000
Sale of stock, per share	$ 5.00
Common Stock [Member]
Schedule of Investments [Line Items]
Share purchased						10,000					(2,825,617)
Share purchased, value						$ 14,332
Issuance of stock, shares								4,315,787	4,315,787
Exchange of stock, shares									1,200,000
Issuance of stock, value								$ 4,316
Chijet [Member]
Schedule of Investments [Line Items]
Sale of stock, shares									256,637
Realized gain on sale of shares									$ 216,664
Marketable Securities, Current							$ 2,281,074		2,281,074
Unrealized Gain (Loss) on Investments									$ 356,359
Chijet [Member] \| Restricted Common Stock [Member]
Schedule of Investments [Line Items]
Restricted common stock issued conversion		1,662,434
[custom:StockConsideredAsTradingSecurities-0]							1,292,297		1,292,297
Chijet [Member] \| Common Stock [Member]
Schedule of Investments [Line Items]
Restricted common stock issued conversion					96,000
Share purchased						48,000
Share purchased, value						$ 508,800
Jupiter Wellness Sponsor LLC [Member]
Schedule of Investments [Line Items]
Investment											$ 2,908,300

Note Receivable (Details Narrative) - USD ($)			1 Months Ended
Note Receivable (Details Narrative) - USD ($)	Jan. 07, 2022	Dec. 08, 2021	Feb. 28, 2022	Jan. 06, 2022
Secured Promissory Note [Member] \| Stock Pruchase Agreement [Member] \| Next Frontier Pharmaceuticals Inc [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount		$ 10,000,000		$ 5,000,000
Debt Instrument, Term		6 months
Debt Instrument, Interest Rate, Stated Percentage		8.00%
Debt Instrument, Sinking Fund Payment	$ 1,000,000
2021 Earnings [Member]
Short-Term Debt [Line Items]
Impairment charges			$ 10,000,000
2022 Earnings [Member]
Short-Term Debt [Line Items]
Impairment charges			$ 1,000,000

Schedule of Purchase Price to Intangible Assets (Details) - SRM Entertainment [Member]	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total	$ 1,379,237
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Total	941,937
Distribution Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 437,300

Schedule of Deconsolidation and Equity (Details)	Aug. 14, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangibles	$ 1,042,151
Net assets at deconsolidation	189,866
Equity of SRM Ltd	698,557
Effect of deconsolidation	1,930,574
Fair value of consideration	(1,521,025)
Net Loss	$ (409,549)

Summary of Asset Value (Details) - USD ($)		9 Months Ended
Summary of Asset Value (Details) - USD ($)	Aug. 14, 2023	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Fair value of consideration	$ 1,521,025
Equity in SRM losses	(726,884)	$ (726,884)
Balance	$ 794,141

Summary of Transaction and Carrying Value (Details) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 31, 2023	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Payments to Acquire Intangible Assets	$ 200,000
Stock Issued During Period, Value, Purchase of Assets	2,468,500	$ 2,468,500
Amortization	55,593
Balance
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Balance	2,668,500
Amortization	55,593
Balance	$ 2,612,907

Intangible Assets (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Aug. 14, 2023	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Common stock new Issues					300,000
Deconsolidation loss	$ (409,549)
Gain loss on investments			$ 726,884		$ 726,884
Payments to Acquire Intangible Assets		$ 200,000
Stock Issued During Period, Shares, Purchase of Assets		5,000,000
Impairment of intangible assets						$ 1,000,000
Clinical research agreement, cost							$ 0
Stock Issued During Period, Value, Purchase of Assets		$ 2,468,500	2,468,500
Amortization expense		$ 55,593
Clinical Reserach Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets							1,075,000
Two Licensing Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired								$ 675,000
Payments to Acquire Intangible Assets								$ 150,000
Stock Issued During Period, Shares, Purchase of Assets								525,000
Clinical research amount paid							1,500,000
Amount for clinical research agreement							3,000,000
Two Licensing Agreement [Member] \| 2021 Earnings [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets								$ 300,000
Two Licensing Agreement [Member] \| 2022 Earnings [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets							375,000
SRM Entertainment [Member]
Finite-Lived Intangible Assets [Line Items]
Common stock new Issues	4,609,166
Dividend shares	$ 1,521,025
Deconsolidation loss	$ 409,549
Intangible Assets, Current			$ 1,379,237		$ 1,379,237
SRM Entertainment Limited [Member]
Finite-Lived Intangible Assets [Line Items]
Ownership percentage	52.00%		48.00%		48.00%
Distribution Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated life			6 years		6 years
Distribution Agreements [Member] \| SRM Entertainment [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Current			$ 437,300		$ 437,300
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Current							$ 0

Accrued Interest and Other Accrued Liabilities (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued interest on convertible notes	$ 229,261	$ 110,905
Accrued liabilities	$ 89,245	$ 41,326

Schedule of Convertible promissory Notes (Details)	12 Months Ended
Schedule of Convertible promissory Notes (Details)	Dec. 31, 2022 USD ($)
Related Party Transactions [Abstract]
Convertible promissory notes, Beginning balance
Notes	2,000,000
Convertible promissory notes, Ending balance	$ 2,000,000

Convertible Notes Payable – Related Parties (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Apr. 20, 2022	Aug. 31, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Value of shares			$ 277,500
Warrants, exercise price				$ 2.79
Loss on extinguishment				$ 1,120,333
Warrant [Member]
Short-Term Debt [Line Items]
Number of shares issued		1,200,000
Value of shares		$ 1,118,400
Fair value of warrants				196,730
2022 Convertible Notes One [Member]
Short-Term Debt [Line Items]
Convertible notes payable	$ 1,500,000
Debt conversion converted warrants	1,100,000
2022 Convertible Notes Two [Member]
Short-Term Debt [Line Items]
Convertible notes payable	$ 500,000
Debt conversion converted warrants	360,000
2022 Convertible Notes [Member]
Short-Term Debt [Line Items]
Notes payable, maturity date	Oct. 20, 2022
Notes payable, extended maturity date	Jan. 31, 2024
Number of shares issued	250,000					250,000
Value of shares	$ 277,500					$ 277,500
Original issuance discount	5.00%
Legal fees	$ 10,000
Original issuance discount	8.00%
Debt instrument, conversion price	$ 2.79
Warrants term	5 years
Warrants, exercise price	$ 2.79
Fair value of shares and warrants issued	$ 984,477
Interest expense				$ 118,359		1,286,368
Amortization of origination shares and warrants discounts						$ 1,104,477
Amended Note [Member]
Short-Term Debt [Line Items]
Debt instrument, conversion price				$ 0.93
Warrants, exercise price				$ 0.93
Fair value of conversion features				$ 923,603
Amended Note [Member] \| Warrant [Member]
Short-Term Debt [Line Items]
Warrants, exercise price				$ 6.00
Outstanding warrants				500,000
Amended Note [Member] \| Warrant One [Member]
Short-Term Debt [Line Items]
Warrants, exercise price				$ 2.79
Outstanding warrants				1,460,000
Amended Note [Member] \| Warrant Two [Member]
Short-Term Debt [Line Items]
Warrants, exercise price				$ 1.00
Outstanding warrants				800,000

Covid-19 SBA Loans (Details Narrative) - USD ($)	12 Months Ended
Covid-19 SBA Loans (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2023	Dec. 31, 2022
Financing Receivable, Credit Quality Indicator [Line Items]
Loans outstanding			$ 49,166	$ 47,533
Economic Injury Disaster Loan Program [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Proceeds from loans		$ 55,700
Loan term	30 years
Outstanding shares of common stock, percentage	3.75%
Loans outstanding			$ 49,166	$ 47,533

Schedule of Stock Holders (Details) - shares	1 Months Ended			3 Months Ended					9 Months Ended	12 Months Ended
Schedule of Stock Holders (Details) - shares	Sep. 30, 2023	Aug. 31, 2023	May 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued in Public Offering, shares									300,000
Stock issued for asset purchase		5,000,000
Stock issued for conversion of warrants related to PIPE	2,379,084	2,379,084
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance, shares				27,154,675	22,338,888	21,705,647	22,150,053	24,046,001	22,338,888	24,046,001
Shares issued in Public Offering, shares					4,315,787				4,315,787
Shares issued for stock payable									300,000
Shares issued for services				1,175,000		150,000		100,000	1,675,000	925,000
Loan origination shares for promissory note							250,000			250,000
Shares repurchased from the market			10,000							(2,825,617)
Management shares cancelled										(56,496)
Stock issued for asset purchase				5,000,000					5,000,000
Stock issued for conversion of warrants related to Notes									1,200,000
Stock issued for conversion of warrants related to PIPE									2,379,084
Balance, shares	37,208,759			37,208,759	26,654,675	21,663,888	21,705,647	22,150,053	37,208,759	22,338,888

Capital Structure (Details Narrative) - USD ($)				1 Months Ended				3 Months Ended					9 Months Ended		12 Months Ended
Capital Structure (Details Narrative) - USD ($)	Jan. 23, 2023	Jul. 26, 2022	Apr. 20, 2022	Sep. 30, 2023	Aug. 31, 2023	Jul. 31, 2023	May 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized				100,000,000				100,000,000					100,000,000		100,000,000
Common stock, par value				$ 0.001				$ 0.001					$ 0.001		$ 0.001
Preferred Stock, Shares Authorized				100,000				100,000					100,000		100,000
Preferred Stock, Par or Stated Value Per Share				$ 0.001				$ 0.001					$ 0.001		$ 0.001
Common Stock, Shares, Outstanding				37,208,759				37,208,759					37,208,759		22,338,888
Preferred Stock, Shares Issued				0				0					0		0
Shares issued upon conversion of warrants and debt, value											$ 277,500
Capital structure, description		the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan.
Issuance of stock, shares													300,000
Warrant price per share				$ 2.79				$ 2.79					$ 2.79
Shares issued for purchase of warrants related to the Pipe transaction				2,379,084	2,379,084
Shares issued for purchase of warrants related to the Pipe transaction, value				$ 2,217,374
Balance				725,230				$ 725,230					$ 725,230		$ 477,000
Issuance of stock, value									$ 3,450,675				192,000
[custom:FairValueOfSharesIssuedForInducement]													$ 326,730
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares granted for services													1,775,000		925,000
Employee benefits share based compensation															$ 1,054,125
Stock-based compensation													$ 791,425
Stock unissued															100,000
Balance				$ 477,000				$ 477,000					477,000		$ 477,000
RD Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value	$ 0.001
Issuance of stock, shares	4,315,787
Gross proceeds from offering	$ 4,100,000
Warrant price per share	$ 0.95
Net proceeds issuance of public offering	$ 3,450,675
Asset Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of restricted common shares issued						5,000,000
Two Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:FairValueOfSharesIssuedForInducement]													326,730
Three Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:FairValueOfSharesIssuedForInducement]													$ 113,500
2022 Convertible Notes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued in connection with convertible promissory note, shares			250,000												250,000
Convertible promissory notes, face value															$ 2,000,000
Shares issued upon conversion of warrants and debt, value			$ 277,500												$ 277,500
Warrant price per share			$ 2.79
Treasury Stock, Common [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury shares purchased, shares															2,825,617
Treasury shares purchased, values															$ 2,880,045
Shares issued upon conversion of warrants and debt, value
Issuance of stock, value
Common Stock Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued upon conversion of warrants and debt, value
Shares issued for stock payable													300,000
Issuance of stock, value
Common Stock Payable [Member] \| Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock to be issued for services															300,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Treasury shares purchased, shares							10,000								(2,825,617)
Treasury shares purchased, values							$ 14,332
Shares issued in connection with convertible promissory note, shares											250,000				250,000
Shares issued upon conversion of warrants and debt, value											$ 250
Number of shares granted for services								1,175,000		150,000		100,000	1,675,000		925,000
Issuance of stock, shares									4,315,787				4,315,787
Shares issued for stock payable													300,000
Shares issued for purchase of warrants related to the Pipe transaction													2,379,084
Issuance of stock, value									$ 4,316
Common Stock [Member] \| RD Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued price per share	$ 0.70
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued in connection with convertible promissory note, shares					1,200,000
Shares issued upon conversion of warrants and debt, value					$ 1,118,400

Schedule of Fair Value Using Black Scholes Method (Details) - USD ($)		9 Months Ended	12 Months Ended
	Jan. 19, 2023	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Exercise Price		$ 1.00
Number of Option		300,000
Warrants, Fair Value		$ 142,169
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Option		8,250,950	8,250,950
Investor Relationship Consulting Agreements [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Relative Fair Value		$ 39,444
Warrants, Fair Value		$ 202,638
Scenario One [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Term Years		2 years
Warrants, Exercise Price		$ 1.00
Warrants, Market Price on Grant Date		$ 0.80
Warrants, Volatility Percentage		126.00%
Warrants, Reporting Date		Jan. 01, 2022
Number of Option		300,000
Warrants, Fair Value		$ 142,169
Scenario Two [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Term Years		5 years
Warrants, Market Price on Grant Date		$ 0.77
Warrants, Volatility Percentage		166.00%
Warrants, Reporting Date		Dec. 30, 2022
Number of Option		3,250,000
Warrants, Fair Value		$ 2,048,270
Scenario Two [Member] \| Minimum [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Exercise Price		0.76
Scenario Two [Member] \| Maximum [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Exercise Price		$ 0.84
Scenario Three [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Option		350,000
Warrants, Fair Value		$ 202,638
Scenario Three [Member] \| Minimum [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Term Years		3 years
Warrants, Exercise Price		$ 0.46
Warrants, Market Price on Grant Date		$ 0.46
Warrants, Volatility Percentage		158.00%
Warrants, Reporting Date		Jul. 10, 2023
Scenario Three [Member] \| Maximum [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Term Years		4 years
Warrants, Exercise Price		$ 1.13
Warrants, Market Price on Grant Date		$ 1.13
Warrants, Volatility Percentage		160.00%
Warrants, Reporting Date		Aug. 18, 2023
Convertible Note Warrants [Member] \| Scenario One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Relative Fair Value			$ 308,231
Warrants, Term Years			5 years
Warrants, Exercise Price			$ 6.00
Warrants, Risk-Free Rate			0.0217%
Convertible Note Warrants [Member] \| Scenario One [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date			May 05, 2021
Warrants, Market Price on Grant Date			$ 3.78
Warrants, Volatility Percentage			283.00%
Convertible Note Warrants [Member] \| Scenario One [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date			May 28, 2021
Warrants, Market Price on Grant Date			$ 3.99
Warrants, Volatility Percentage			280.00%
Convertible Note Warrants [Member] \| Scenario Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date			Apr. 20, 2022
Warrants, Relative Fair Value			$ 706,977
Warrants, Term Years			5 years
Warrants, Exercise Price			$ 2.79
Warrants, Market Price on Grant Date			$ 1.11
Warrants, Volatility Percentage			281.00%
Warrants, Risk-Free Rate			0.0287%
Convertible Note Warrants [Member] \| Scenario Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date			Nov. 11, 2022
Warrants, Relative Fair Value			$ 937,207
Warrants, Term Years			5 years
Warrants, Exercise Price			$ 1.00
Warrants, Market Price on Grant Date			$ 1.28
Warrants, Volatility Percentage			211.00%
Warrants, Risk-Free Rate			0.0432%
PIPE Warrants [Member] \| Scenario One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date	Jan. 23, 2023
Warrants, Relative Fair Value	$ 2,311,614
Warrants, Term Years	3 years
Warrants, Exercise Price	$ 1.00
Warrants, Market Price on Grant Date	$ 0.65
Warrants, Volatility Percentage	287.00%
Warrants, Risk-Free Rate	0.0388%
PIPE Warrants [Member] \| Scenario Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reporting Date	Jan. 23, 2023
Warrants, Relative Fair Value	$ 2,602,996
Warrants, Term Years	5 years
Warrants, Exercise Price	$ 1.00
Warrants, Market Price on Grant Date	$ 0.65
Warrants, Volatility Percentage	371.00%
Warrants, Risk-Free Rate	0.0361%
Common Warrants [Member] \| Investor Relationship Consulting Agreements [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Relative Fair Value		$ 364,960
Warrants, Term Years		5 years
Warrants, Volatility Percentage		151.00%
Common Warrants [Member] \| Minimum [Member] \| Investor Relationship Consulting Agreements [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Exercise Price		$ 1.00
Warrants, Market Price on Grant Date		$ 0.87
Warrants, Risk-Free Rate		0.0421%
Reporting Date		08/10
Common Warrants [Member] \| Maximum [Member] \| Investor Relationship Consulting Agreements [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Exercise Price		$ 1.40
Warrants, Market Price on Grant Date		$ 1.18
Warrants, Risk-Free Rate		465.00%
Reporting Date		08/21/23

Summary of Warrant Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
Summary of Warrant Outstanding (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Number of Warrants, Beginning balance	15,958,126	13,698,125
Exercise Price, Beginning balance	$ 2.91	$ 3.24
Number of Warrants, Ending balance	22,039,596	15,958,126
Exercise Price, Ending balance	$ 2.37	$ 2.91
Number of Warrants, Exercisable	22,039,596
Exercise Price, Exercisable	$ 2.37
Services [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, issued	400,000
Exercise Price, Warrants Issued	$ 1.23
IPO [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, issued	9,260,554
Exercise Price, Warrants Issued	$ 0.093
PIPE Offering [Member]
Class of Warrant or Right [Line Items]
NUmber of Warrants, exercised	(2,379,084)
Exercise Price, Warrants exercised	$ 0.93
Convertible Note Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, issued		1,460,000
Exercise Price, Warrants Issued		$ 0.093
NUmber of Warrants, exercised	(1,200,000)
Exercise Price, Warrants exercised	$ 0.93
Convertible Note Warrants [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, issued		800,000
Exercise Price, Warrants Issued		$ 0.093

Warrants and Options (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
Warrants and Options (Details Narrative) - USD ($)	Jan. 19, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share		$ 2.79
Options outstanding		300,000
Warrants, Exercise Price		$ 1.00
Fair value		$ 142,169
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding		8,250,950	8,250,950
Officers Directors and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option of granted			3,250,000
Stock based expense			$ 2,048,270
PIPE Agreement [Member] \| Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share	$ 1.00
Issuance of common stock warrants	$ 9,260,361
Warrant price per share	$ 0.125
PIPE Agreement [Member] \| One Common Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants exercisable	4,315,787
PIPE Agreement [Member] \| Two common warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants exercisable	4,315,787
Investor Relationship Consulting Agreements [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, Expenses		$ 39,444
Stock option of granted		300,000
Fair value		$ 202,638
Vesting exercise peried		5 years
Vesting exercise price		$ 0.46
Investor Relationship Consulting Agreements [Member] \| Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock warrants		$ 400,000
Warrants, Expenses		$ 364,960
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting exercise price		$ 0.49
Minimum [Member] \| Officers Directors and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average exercise price			$ 0.76
Minimum [Member] \| Investor Relationship Consulting Agreements [Member] \| Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share		1.00
Warrants, Exercise Price		1.00
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting exercise price		$ 1.13
Options		50,000
Maximum [Member] \| Officers Directors and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average exercise price			$ 0.84
Maximum [Member] \| Investor Relationship Consulting Agreements [Member] \| Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share		$ 1.40
Warrants, Exercise Price		$ 1.40
Convertible Note Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of warrants			2,760,000	2,760,000
Convertible Note Warrants [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share			$ 1.00	$ 1.00
Convertible Note Warrants [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant price per share			$ 6.00	$ 6.00

Schedule of Minimum Annual Lease Payments (Details)	Sep. 30, 2023 USD ($)
July 1 to June 30, 2022
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	$ 180,456
July 1 to June 30, 2027
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	240,662
July 1 to June 30, 2023
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	201,260
July 1 to June 30, 2028
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	247,882
July 1 to June 30, 2024
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	224,330
July 1 to June 30, 2029
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	255,319
July 1 to June 30, 2025
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	229,312
July 1 to June 30, 2026
Lessee, Lease, Description [Line Items]
Minimum annual lease payments	$ 233,653

Commitments and Contingencies (Details Narrative) - USD ($)			9 Months Ended	12 Months Ended
	Aug. 06, 2020	Aug. 06, 2020	Sep. 30, 2023	Dec. 31, 2022	Feb. 29, 2016
Commitments and Contingencies Disclosure [Abstract]
Operating lease, ROU asset			$ 521,519	$ 643,977	$ 870,406
Operating lease liability					$ 870,406
Operating lease, discount rate					8.00%
Operating lease liability, current			206,015	164,170
Operating lease liability, non-current			358,920	519,659
Accreted interest expense			26,120	60,626
Rent expense			$ 160,470	$ 231,790
Damages sought value	$ 5,000,000
Damages paid value	5,000,000
Claiming damages	$ 10,000,000	$ 10,000,000
Other commitments description		In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98.

Subsequent Events (Details Narrative)	1 Months Ended
Subsequent Events (Details Narrative)	Nov. 14, 2023 shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Conversion of warrants, shares	2,609,024

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