JUPITER WELLNESS, INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (kind 10-Q)

FORWARD LOOKING STATEMENTS

This quarterly report incorporates forward-looking statements. These statements
relate to future occasions or our future monetary efficiency. In some instances, you
can establish forward-looking statements by terminology resembling "might", "ought to",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "proceed" or the destructive of those phrases or different comparable
terminology. These statements are solely predictions and contain recognized and unknown
dangers, uncertainties and different elements that will trigger our or our trade's
precise outcomes, ranges of exercise, efficiency or achievements to be materially
totally different from any future outcomes, ranges of exercise, efficiency or
achievements expressed or implied by these forward-looking statements. Though
we consider that the expectations mirrored within the forward-looking statements are
affordable, we can't assure future outcomes, ranges of exercise, efficiency
or achievements. Besides as required by relevant regulation, together with the securities
legal guidelines of the USA, we don't intend to replace any of the forward-looking
statements to evolve these statements to precise outcomes.

Our unaudited monetary statements are said in United States {Dollars} (US$) and
are ready in accordance with United States Usually Accepted Accounting
Ideas. The next dialogue must be learn at the side of our
monetary statements and the associated notes that seem elsewhere on this
quarterly report. The next dialogue incorporates forward-looking statements
that mirror our plans, estimates and beliefs. Our precise outcomes might differ
materially from these mentioned within the forward-looking statements. Elements that
might trigger or contribute to such variations embrace, however usually are not restricted to,
these mentioned under and elsewhere on this quarterly report.

On this quarterly report, until in any other case specified, all greenback quantities are
expressed in United States {dollars} and all references to "widespread shares" refer
to the widespread shares in our capital inventory.

As used on this quarterly report and until in any other case indicated, the phrases “we”, “us”, “our”, “JUPW” and the “Firm” imply Jupiter Wellness, Inc.

Normal Overview

Jupiter Wellness, Inc. (“Firm,” “Jupiter Wellness” “we,” “us,” and “our”) was initially integrated within the State of Delaware on October 24, 2018. Our principal enterprise tackle is 1061 E. Indiantown Rd #110, Jupiter, FL 33477.

Jupiter Wellness, Inc. researches, develops, licenses, and sells varied
merchandise within the wellness discipline centered on hair, pores and skin, and sexual well being. Its
PhotocilTM and Minoxidil Booster, are at present licensed to promote in over 30
nations worldwide. Its product NoStingz is bought within the US. The Firm's
medical pipeline of -enhanced skincare therapeutics tackle indications
together with eczema, burns, herpes chilly sores... In February 2021, we introduced the
outcomes of our novel Cannabidiol-Aspartame mixture remedy JW-100 medical
trial which has proven it considerably Reduces ISGA Rating in Eczema sufferers. A
double blinded placebo managed interventional research was performed. Topics
have been assigned to use, at residence, certainly one of three remedies: JW-100 (a cannabidiol
and aspartame mixture topical formulation), a cannabidiol solely topical
formulation, or a placebo topical formulation. After 14 days, the typical
discount within the Investigators Static World Evaluation (ISGA) rating was
calculated for every group. Moreover, the proportion of topics attaining
(ISGA) rating 0 (clear) or 1 (virtually clear) with a minimum of 2 grade enchancment
from baseline was recorded for every arm of the research. 50% of topics within the
JW-100 arm achieved ISGA clear or virtually clear (1 or 2) with a minimum of a 2-grade
enchancment from baseline after remedy versus 20% and 15% within the
CANNABIDIOL-only and placebo arms, respectively. The proportion of topics
attaining clear or virtually clear with a minimum of a 2-grade enchancment from
baseline was discovered to be statistically vital (p=0.028). JW-100, a novel
topical formulation containing cannabidiol and aspartame, was proven to
considerably scale back ISGA rating in atopic dermatitis sufferers after two weeks of
use. The mix of cannabidiol and aspartame was simpler at lowering
ISGA scores than cannabidiol alone. A Section 3 research, a head-to-head comparability
with marketed product Eucrisa, is in progress. An OTC system for the remedy
of Eczema primarily based on this strategy is deliberate for launch in 2023.

Photocil can be launched in This fall 2022. The minoxidil booster product is scheduled
to be launched in Japan by Taisho Prescribed drugs in 2023. The sexual wellness
product is finishing medical research and formulation growth and can be
prepared for product launch in 2023,

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In parallel, we plan to provoke the event of different merchandise. We initially anticipated developmental research to be accomplished in 2020, nevertheless, these research have been delayed attributable to COVID-19.

In November 2021, Jupiter Wellness acquired an official written response from a
Sort B pre-Investigational New Drug (IND) assembly with the U.S. Meals and Drug
Administration (FDA) for JW-100, a topical drug the remedy of eczema. The
essential goal of the pre-IND assembly was to judge the drug growth plan
for JW-100. Jupiter Wellness believes that the written response from the FDA
helps the Firm's strategy and its total drug growth technique to
allow the submitting of an IND for its medical research on JW-100.

On November 16, 2021, Jupiter Wellness introduced the outcomes of a double-blinded
placebo managed medical trial on JW-300 exhibiting efficacy for the remedy
of creating burns (sunburn).

The endocannabinoid system, which is a physique system affected by cannabidiol,
performs a pivotal position in sustaining a wholesome pores and skin by modulating ache
sensation, cell proliferation and irritation. Our technique for remedy of
pores and skin indications is, due to this fact, to deal with the usage of cannabidiol containing
topical formulations and to discover potential combos of cannabidiol and
different brokers that will increase and act synergistically with cannabidiol. We are going to
discover this technique by conducting managed medical trials to attempt to
in the end acquire FDA approval for particular indications.

On November 30, 2020, the Firm acquired SRM Leisure, Restricted, a Hong
Kong Particular Administrative Area of the Individuals's Republic of China restricted
firm ("SRM"). SRM has relationships with and provides the amusement park
trade with unique merchandise which are usually solely accessible to shoppers
contained in the related amusement park, leisure venues and theme resorts in
Orlando Florida, Beijing China, Japan and different locations all through the worldwide
theme park trade.

All the testing on these merchandise is commonplace testing for suncare merchandise.
Such testing protocols usually are not supposed to check for any results of including
cannabidiol. Along with these checks that have been performed to help the
claims on the bundle, every batch can also be examined for look, coloration, odor,
pH, viscosity, particular gravity, analytical for the sunscreen energetic
substances, and microbial content material testing.

Our merchandise are examined every time they're manufactured. DCR Labs manufactures
our merchandise and has represented to us that it's compliant with the FDA's
Present Good Manufacturing Follow, or CGMP, laws in accordance with 21
CFR 210/211 required for Over-the-Counter drug merchandise. DCR Labs has
self-imposed well being and security requirements to make sure compliance with the FDA's
CGMPs.

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We anticipate to repeatedly replace and develop upon our company web site and
additional refine our on-line retail methods on an ongoing foundation.
JupiterWellness.com is our major company web site, which can function the
major supply of details about us for traders and include press releases,
medical trial pipeline, lab reviews, weblog posts, and extra info
about every of our manufacturers. We anticipate that every model could have its personal
front-facing web site devoted to retail gross sales and model particular info.
For instance, our line of solar care merchandise, CaniSun, has its personal web site at
CaniSun.com and permits for on-line retail buy of the whole product line. As
we develop our manufacturers (CaniSkin and CaniDermRX), we anticipate using the identical
technique and dedicating a brand new e-commerce web site to every model shifting ahead.
We're additionally constructing an internet site devoted to servicing our wholesale and bigger
distributor shoppers. This web site could have extra details about every product
and supply a central location for bigger retailers to seek out extra in-depth
details about all of our manufacturers in a single place.

We plan to leverage our web sites with a social media presence throughout a number of
platforms designed to make the most of product critiques to extend model loyalty, model
recognition and gross sales. The references to our web site on this prospectus are
inactive textual references solely. The knowledge on our web site is neither
integrated by reference into this prospectus nor supposed for use in
reference to this providing. We additionally see development potential in creating retail
areas. We intend to make the most of cross-promotion advertising campaigns with our
merchandise and product class enlargement that leverages our current distribution
channels. Now we have constructed an e-commerce platform designed to attach us instantly
to shoppers. We use the platform to promote merchandise, educate prospects and construct
model loyalty.

CaniSkin Model and CaniDermRX Model

We're at present creating different merchandise resembling cannabidiol -infused pores and skin
care lotion underneath the CaniSkin model. Particularly, a cannabidiol -infused
moisturizing face serum is underneath growth. We should first finalize the method
for use within the face serum, and, as soon as accredited, the product candidate will
endure stability testing. We intend to promote the product, supplied it first
passes stability testing, on our web site for CaniSkin merchandise. Moreover, we
are creating revolutionary dermatological remedies underneath the CaniDermRX model
which are specialised to deal with atopic dermatitis and different dermatological
situations resembling burns, pores and skin most cancers and herpes chilly sores, respectively.
Topic to acquiring FDA approval, we intend for our experimental-stage product
for the remedy of atopic dermatitis to compete with Dupixent, an FDA-approved
product for treating atopic dermatitis, and for our experimental-stage product
for the remedy of herpes chilly sores to compete with Silvadene and Abreva,
FDA-approved merchandise for treating herpes chilly sores. These merchandise require
extra in depth testing to indicate each security and efficacy.

As well as, we plan to hunt acquisition alternatives within the branded client
merchandise area, together with however not restricted to different OTC therapeutic manufacturers and
skincare manufacturers that may be developed, manufactured, marketed and distributed
underneath our CaniSkin and CaniDermRX model names.

We filed a provisional patent quantity 62/884,955 on 08/09/2019 on an Aspartame/
cannabidiol mixture and intend to develop merchandise containing a mixture
of cannabidiol and Aspartame underneath the CaniDermRX title for the remedy of ache
and irritation. On February 11, 2021, the US Patent Printed our US Patent
Utility 20210038513 and on April 5, 2021 we filed the Worldwide submitting
by PCT Utility PCT/US 2020/045408. We consider that our CaniDermRX
product candidates have the potential to deal with many pores and skin indications resembling
atopic dermatitis, pruritis-itch, non-atopic dermatitis/eczema, psoriasis,
dermatomyositis, scleroderma, seborrheic dermatitis, actinic keratosis,
epidermolysis bullosa and cutaneous neoplasias. Aspartame is a rigorously examined
meals ingredient. Critiques by main governmental regulatory our bodies have beforehand
discovered the ingredient secure for consumption at greater ranges than we ponder
utilizing in our CaniDermRX product candidates. We consider that our formulations
that embrace Aspartame, resembling topical crème, lip balm, powder and canine treats,
are well-tolerated by, and secure for, customers. We consider that infusing cannabidiol
in our merchandise might assist alleviate irritation which may be brought on by making use of solar
care merchandise and will result in diminished irritation. In human pores and skin, receptors of
the endocannabinoid system are present in differentiated keratinocytes, hair
follicle cells, sebaceous glands, immune cells, and sensory neurons. Activation
of cannabinoid receptor sort 2, or CB2, for which cannabidiol is a ligand
receptor in these cells has been proven to cut back ache and itch sensation,
regulate keratinocyte differentiation and proliferation, lower hair follicle
development, and modulate the discharge of damage-induced keratins and inflammatory
mediators to manage the homeostasis of the pores and skin surroundings.

SRM Acquisition

On November 30, 2020, we entered into and closed the Trade Settlement with
SRM, a Hong Kong Particular Administrative Area of the Individuals's Republic of China
restricted firm and wholly owned subsidiary of Vinco, and SRM Shareholders,
pursuant to which we acquired 100% of the SRM Frequent Inventory from the SRM
Shareholders in trade for 200,000 shares of the Firm's widespread inventory, the
resale of which is topic to a leak out provision and escrow of fifty,000 shares
of the Firm's widespread inventory. Upon closing, and pursuant to the Trade
Settlement, the Firm delivered the 150,000 shares of its widespread inventory to SRM
and positioned 50,000 shares in escrow ("Escrow Shares"). Pursuant to the Trade
Settlement, the Firm shall launch the Escrow Shares upon SRM producing
$200,000 in money receipts and income previous to January 15, 2021. The Escrow
shares haven't been launched as of the date hereof. Pursuant to the Trade
Settlement, the Firm assumed all the monetary obligations of SRM, as effectively
as its workers and workplaces. Because of the Trade Settlement, SRM grew to become
a wholly-owned subsidiary of the Firm.

SRM has relationships with and provides the amusement park trade with
unique merchandise resembling toys, lights, followers and different objects which are bought in
amusement parks. SRM has developed, manufactured and equipped the amusement park
trade with unique merchandise which are usually solely accessible to shoppers
contained in the related amusement park, leisure venues and theme resorts in
Orlando Florida, Beijing China, Japan and different locations all through the worldwide
theme park trade. . SRM has developed distinctive merchandise at the side of
suppliers of merchandise for core licensed objects for main well-known manufacturers,
themes, characters and flicks.

Merchandise developed by SRM are typically shipped on to the theme park
with out warehousing on the Firm's amenities. SRM doesn't have long-term
agreements with its prospects, and as a substitute develops merchandise on an item-by-item
foundation topic to buy orders from its prospects.

By way of SRM, we moreover intend to hunt to promote our solar care merchandise within the
amusement parks. We just lately developed a line of non- cannabidiol infused solar
care merchandise on the market within the amusement parks.

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Current Developments

In July 2021, the Firm closed an underwritten public providing (the
"Providing") of 11,066,258 shares (the "Firm Providing Shares") of widespread
inventory, par worth $0.001 per share and warrants (the "Firm Warrants") to
buy as much as 11,607,142 shares of Frequent Inventory. The Warrants can be
exercisable instantly upon issuance with an train worth of $2.79 per share
and can expire on the fifth anniversary of the unique issuance date. The web
proceeds from the Providing, after deducting underwriting reductions and
commissions and Providing bills, have been $28,318,314, which incorporates internet proceeds
from partial train of the underwriter's choice to buy 1,741,071 Firm
Warrants, representing 15% of the Firm Warrants bought within the base providing.

On November 3, 2021, the Firm filed a registration assertion with the
Securities and Trade Fee to sponsor Jupiter Wellness Acquisition
Company ("JWAC") a SPAC, devoted to investing in AI primarily based therapeutics and
diagnostics. On December 9, 2021, JWAC consummated the preliminary public providing
("IPO") of 13,800,000 at a worth of $10.00 per unit, producing gross proceeds
of $138,000,000. Concurrently with the closing of the IPO, JWAC consummated
the sale of 629,000 placement models at a worth of $10.00 per placement unit in a
personal placement producing gross proceeds of $6,290,000. As of June 30, 2022,
the Firm had invested $2,908,300 in Jupiter Wellness Sponsor LLC ("JWSL"), an
affiliate, which in flip invested the funds to JWAC

On January 20, 2022 the Firm acquired a letter from Nasdaq stating that,
as a result of the Firm made the Share Grants not pursuant to the 2021 Fairness Plan
regardless of them thought of to be S-8 eligible, Nasdaq had decided that the
Firm didn't adjust to Itemizing Rule 5635(c). It was dropped at our
consideration that 180,000 shares of widespread inventory, out of the overall 1,020,000 shares
of widespread inventory to consultants (the "Consulting Share Awards") that have been issued
to a few consultants, Greentree Monetary (100,000 shares), Inc., L&H Inc.
(20,000 shares), and Tee 2 Inexperienced Enterprises, Ltd. (60,000 shares), throughout the
related interval (the "Share Grants"), ought to have been issued pursuant to the
2021 Fairness Plan as a result of the Share Grants have been thought of to be S-8 eligible. As
a outcome, the inadvertent issuance of the Share Grants to the mentioned-above
three consultants was not made in compliance with Itemizing Rule 5635(c). The
Firm subsequently notified Nasdaq that the Board has accredited the
reallocation of the Share Grants to be accounted for as in the event that they have been initially
issued underneath the 2021 Fairness Plan, and has made the corresponding change to the
Firm's books and information. Nonetheless, because the 2021 Fairness Plan has beforehand
been exercised in full, to permit for the reallocation of the Share Grants underneath
the 2021 Fairness Plan, on January 17, 2022, the Board decided that 100,000
choices which have beforehand been issued underneath the 2021 Fairness Plan to Brian
John, and 100,000 choices issued to Dr. Glynn Wilson be cancelled, a revocation
to which Messrs. John and Wilson have agreed. Following the remedial measures
the Firm was knowledgeable that the Firm has regained compliance with the Rule
and that this matter is now closed.

On June 28, 2022 the Firm acquired a letter from Nasdaq stating that, as a result of
the Firm made sure share issuances outdoors of a shareholder accredited
fairness compensation plan, Nasdaq had decided that the Firm didn't comply
with Itemizing Rule 5635(c). On July 26, 2022, the Firm submitted a last
compliance plan to Nasdaq consisting of the next corrective actions: (1) on
July 20, 2022, the Firm's 4 govt officers (Messrs. John, Miller, and
McKinnon and Dr. Wilson), all of whom are on the Firm's Board of Administrators
apart from Mr. McKinnon, every cancelled 2,750 choices issued to them in August
2021 pursuant to an Incentive Inventory Possibility Forfeiture Settlement. The
cancellation of the 11,000 choices in complete enabled the issuance of 11,000
shares to a non-executive worker that happened in 2021 to be reallocated to
be accounted for as if it was initially issued underneath the 2020 Fairness Incentive
Plan. The Firm's Board of Administrators handed a decision on July 25, 2022,
making the corresponding change to the Firm's books and information with regard
to the 11,000 shares; and (2) on July 26, 2022, the identical 4 govt
officers, returned, and the Firm cancelled, a complete of 56,496 shares of
widespread inventory issued to them in 2021 outdoors of a shareholder accredited fairness
compensation plan. Following the remedial measures, the Firm was knowledgeable
that the Firm has regained compliance with the Rule and that this matter

is
now closed.

Foundation of Presentation

The accompanying consolidated monetary statements are offered in conformity
with accounting ideas typically accepted in the USA of America
("GAAP") and pursuant to the foundations and laws of US Securities and Trade
Fee ("SEC"). The consolidated monetary statements embrace the accounts
of the Firm and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a
Florida company, Magical Beasts, LLC, a Nevada restricted legal responsibility firm,
SRM Leisure, Restricted, a Hong Kong personal restricted firm, and Jupiter
Wellness Investments, Inc., a Florida company. All intercompany accounts and
transactions have been eradicated.

Important Accounting Insurance policies and Estimates

Our administration's dialogue and evaluation of our monetary situation and outcomes
of operations is predicated on our unaudited monetary statements for the six months
ended June 30, 2022 and 2021 audited monetary statements, which have been
ready in accordance with United States typically accepted accounting
ideas, or U.S. GAAP, and the foundations and laws of the Securities and
Trade Fee. The preparation of the monetary statements requires us to
make estimates and assumptions that have an effect on the reported quantities of property and
liabilities and the disclosure of contingent property and liabilities on the date
of the monetary statements in addition to the reported income generated, and
bills incurred throughout the reporting intervals. Our estimates are primarily based on our
historic expertise and on varied different elements that we consider are
affordable underneath the circumstances, the outcomes of which kind the premise for
making judgments concerning the carrying worth of property and liabilities that aren't
readily obvious from different sources. Precise outcomes might differ from these
estimates underneath totally different assumptions or situations and any such variations might
be materials. We consider that the accounting insurance policies mentioned under are
important to understanding our historic and future efficiency, as these
insurance policies relate to the extra vital areas involving administration's judgments
and estimates.

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Rising Development Firm Standing

We're an "rising development firm," as outlined in Part 2(a) of the
Securities Act of 1933, as amended, (the "Securities Act"), as modified by the
Jumpstart our Enterprise Startups Act of 2012, (the "JOBS Act"), and we might take
benefit of sure exemptions from varied reporting necessities which are
relevant to different public firms that aren't rising development firms
together with, however not restricted to, not being required to adjust to the auditor
attestation necessities of Part 404 of the Sarbanes-Oxley Act, diminished
disclosure obligations relating to govt compensation in its periodic reviews
and proxy statements, and exemptions from the necessities of holding a
nonbinding advisory vote on govt compensation and shareholder approval of
any golden parachute funds not beforehand accredited.

Additional, Part 102(b)(1) of the JOBS Act exempts rising development firms
from being required to adjust to new or revised monetary accounting requirements
till personal firms (that's, those who haven't had a Securities Act
registration assertion declared efficient or wouldn't have a category of securities
registered underneath the Trade Act) are required to adjust to the brand new or
revised monetary accounting requirements. The JOBS Act offers that an organization can
elect to decide out of the prolonged transition interval and adjust to the
necessities that apply to non-emerging development firms however any such election
to decide out is irrevocable. Now we have elected to not decide out of such prolonged
transition interval which signifies that when an ordinary is issued or revised and it
has totally different utility dates for public or personal firms, we, as an
rising development firm, can undertake the brand new or revised commonplace on the time
personal firms undertake the brand new or revised commonplace. This will make comparability of
our monetary statements with one other public firm which is neither an
rising development firm nor an rising development firm which has opted out of
utilizing the prolonged transition interval tough or unattainable due to the
potential variations in accounting requirements used.

The monetary statements have been ready in accordance with accounting ideas typically accepted in the USA of America (“US GAAP”) and are expressed in United States {Dollars}. Important accounting insurance policies are summarized under:

Money and Money Equivalents

The Firm considers all short-term investments with a maturity of three months
or much less when bought to be money and equivalents for functions of the assertion
of money flows. There have been no money equivalents as of June 30, 2022 or December
31, 2021.

Web Loss per Frequent Share

Web revenue (loss) per widespread share is computed pursuant to part 260-10-45 of
the FASB Accounting Requirements Codification. Primary internet revenue (loss) per share is
computed by dividing internet revenue (loss) by the weighted common variety of shares
of widespread inventory excellent throughout the interval. If relevant, diluted earnings
per share assume the conversion, train or issuance of all widespread inventory
devices resembling choices, warrants, convertible securities and most well-liked
inventory, until the impact is to cut back a loss or improve earnings per share. As
such, choices, warrants, convertible securities and most well-liked inventory usually are not
thought of within the calculations, because the affect of the potential widespread shares
can be to lower the loss per share.

                                        For the Six Months                    For the Yr
                                          Ended June 30,                   Ended December 31,
                                       2022             2021             2021              2020
Numerator:
Web (loss)                         $ (4,360,531 )   $ (6,346,837 )   $

(28,100,245 ) $ (6,289,205 )

Denominator:

Denominator for primary earnings
per share - Weighted- common
widespread shares issued and
excellent throughout the interval        22,527,989       11,265,828        16,603,788        7,325,708
Denominator for diluted earnings
per share                            22,527,989       11,265,828        16,603,788        7,325,708
Primary (loss) per share             $      (0.19 )   $      (0.56 )   $       (1.69 )   $      (0.86 )
Diluted (loss) per share           $      (0.19 )   $      (0.56 )   $       (1.69 )   $      (0.86 )



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Income Recognition

The Firm generates its income from the sale of its merchandise on to the finish person or distributor (collectively the “buyer”).

The Firm acknowledges revenues by making use of the next steps in accordance
with FASB Accounting Requirements Codification 606 "Income from Contracts with
Prospects" ("ASC 606"). Underneath ASC 606, revenues are acknowledged when management of
the promised items or companies are transferred to a buyer, in an quantity that
displays the consideration that the Firm expects to obtain in trade for
these items or companies. The Firm applies the next 5 steps so as
to find out the suitable quantity of income to be acknowledged because it fulfills
its obligations underneath every of its agreements:

  ? establish the contract with a buyer;

  ? establish the efficiency obligations within the contract;

  ? decide the transaction worth;

? allocate the transaction worth to efficiency obligations within the contract; and

? acknowledge income because the efficiency obligation is happy.

The Firm's efficiency obligations are happy when items or merchandise are
shipped on an FOB delivery level foundation as title passes when shipped. Our product
is usually paid upfront of cargo or commonplace internet 30 days and we provide no
particular proper of return, refund or guarantee associated to our merchandise apart from
instances of faulty merchandise of which there have been none thus far.

Accounts Receivable and Credit score Danger

Accounts receivable are generated from gross sales of the Firm's merchandise. The
Firm offers an allowance for uncertain collections, which is predicated upon a
assessment of excellent receivables, historic assortment info, and
current financial situations. As of December 31, 2021, the Firm recorded an
allowance of $104,851 towards accounts receivable acquired in reference to
the acquisition of SRM Leisure and as of June 30, 2022, the Firm had
acknowledged no further allowance for uncertain collections.

Overseas Foreign money Translation

Property and liabilities in foreign currency are translated utilizing the trade
price on the stability sheet date, whereas income and expense accounts are
translated on the common trade charges prevailing throughout the interval. Fairness
accounts are translated at historic trade charges. Positive factors and losses from
international foreign money transactions and translation for the six-months ended June 30,
2022 and yr ended December 31, 2021 and the cumulative translation positive aspects and
losses as of June 30, 2022 and December 31, 2021 weren't materials.

Stock

Inventories are said on the decrease of price or market. The Firm periodically
critiques the worth of things in stock and offers write-downs or write-offs
of stock primarily based on its evaluation of market situations. Write-downs and
write-offs are charged to price of products bought. Stock is predicated upon the
common price methodology of accounting.

Truthful Worth of Monetary Devices

The honest worth of our property and liabilities, which qualify as monetary devices underneath ASC Subject 820, “Truthful Worth Measurements and Disclosures,” approximates the carrying quantities represented within the accompanying stability sheet, primarily attributable to their short-term nature.

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Earnings Taxes

We account for revenue taxes underneath ASC 740 Earnings Taxes ("ASC 740"). ASC 740
requires the popularity of deferred tax property and liabilities for each the
anticipated affect of variations between the monetary assertion and tax foundation of
property and liabilities and for the anticipated future tax profit to be derived
from tax loss and tax credit score carry forwards. ASC 740 moreover requires a
valuation allowance to be established when it's extra possible than not that every one
or a portion of deferred tax property won't be realized.

ASC 740 additionally clarifies the accounting for uncertainty in revenue taxes acknowledged
in an enterprise's monetary statements and prescribes a recognition threshold
and measurement course of for monetary assertion recognition and measurement of a
tax place taken or anticipated to be taken in a tax return. For these advantages
to be acknowledged, a tax place should be more-likely-than-not to be sustained
upon examination by taxing authorities. ASC 740 additionally offers steerage on
derecognition, classification, curiosity and penalties, accounting in interim
interval, disclosure and transition. Based mostly on our analysis, it has been
concluded that there aren't any vital unsure tax positions requiring
recognition in our monetary statements. Since we have been integrated on October
24, 2018, the analysis was carried out for 2018 tax yr, which might be the
solely interval topic to examination. We consider that our revenue tax positions and
deductions can be sustained on audit and doesn't anticipate any changes
that will end in a fabric adjustments to our monetary place. Our coverage
for recording curiosity and penalties related to audits is to document such
objects as a part of revenue tax expense.

The Firm's deferred tax asset at December 31, 2021 consists of internet working
loss carry forwards calculated utilizing federal and state efficient tax charges
equating to roughly $4,865,890 much less a valuation allowance within the quantity of
roughly $4,865,890. Due to the Firm's lack of earnings historical past, the
deferred tax asset has been totally offset by a valuation allowance within the years
ended December 31, 2021 and 2020.

Analysis and Improvement

The Firm accounts for analysis and growth prices in accordance with the
Accounting Requirements Codification subtopic 730-10, Analysis and Improvement
("ASC 730-10"). Underneath ASC 730-10, all analysis and growth prices should be
charged to expense as incurred. Accordingly, inner analysis and growth
prices are expensed as incurred. Third-party analysis and developments prices are
expensed when the contracted work has been carried out or as milestone outcomes
have been achieved. Firm-sponsored analysis and growth prices associated to
each current and future merchandise are expensed within the interval incurred. The
Firm incurred analysis and growth bills of $128,241 and $195,716 for
the six months ended June 30, 2022 and 2021, respectively.

Inventory Based mostly Compensation

We acknowledge compensation prices to workers underneath FASB Accounting Requirements
Codification 718 "Compensation - Inventory Compensation" ("ASC 718"). Underneath ASC 718,
firms are required to measure the compensation prices of share-based
compensation preparations primarily based on the grant-date honest worth and acknowledge the
prices within the monetary statements over the interval throughout which workers are
required to offer companies. Share primarily based compensation preparations embrace
inventory choices and warrants. As such, compensation price is measured on the date
of grant at their honest worth. Such compensation quantities, if any, are amortized
over the respective vesting intervals of the choice grant.

On October 24, 2018, the inception date ("Inception"), we adopted ASU No.
2018-07 "Compensation - Inventory Compensation (Subject 718): Enhancements to
Nonemployee Share-Based mostly Cost Accounting." These amendments develop the scope
of Subject 718, Compensation - Inventory Compensation (which at present solely contains
share-based funds to workers) to incorporate share-based funds issued to
nonemployees for items or companies. Consequently, the accounting for share-based
funds to nonemployees and workers can be considerably aligned.

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Associated events

The Firm follows subtopic 850-10 of the FASB Accounting Requirements Codification for the identification of associated events and disclosure of associated get together transactions.

Pursuant to Part 850-10-20 the associated events embrace a. associates of the
Firm; b. Entities for which investments of their fairness securities can be
required, absent the election of the honest worth choice underneath the Truthful Worth
Possibility Subsection of Part 825-10-15, to be accounted for by the fairness methodology
by the investing entity; c. trusts for the advantage of workers, resembling pension
and profit-sharing trusts which are managed by or underneath the trusteeship of
administration; d. principal house owners of the Firm; e. administration of the Firm; f.
different events with which the Firm might deal if one get together controls or can
considerably affect the administration or working insurance policies of the opposite to an
extent that one of many transacting events is perhaps prevented from totally
pursuing its personal separate pursuits; and g. Different events that may considerably
affect the administration or working insurance policies of the transacting events or
which have an possession curiosity in one of many transacting events and may
considerably affect the opposite to an extent that a number of of the
transacting events is perhaps prevented from totally pursuing its personal separate
pursuits.

The consolidated monetary statements shall embrace disclosures of fabric
associated get together transactions, apart from compensation preparations, expense
allowances, and different related objects within the extraordinary course of enterprise. Nonetheless,
disclosure of transactions which are eradicated within the preparation of
consolidated or mixed monetary statements just isn't required in these
statements. The disclosures shall embrace: a. the character of the connection(s)
concerned; b. an outline of the transactions, together with transactions to which
no quantities or nominal quantities have been ascribed, for every of the intervals for which
revenue statements are offered, and such different info deemed essential to
an understanding of the results of the transactions on the monetary statements;
c. the greenback quantities of transactions for every of the intervals for which revenue
statements are offered and the results of any change within the methodology of
establishing the phrases from that used within the previous interval; and d. quantities
due from or to associated events as of the date of every stability sheet offered
and, if not in any other case obvious, the phrases and method of settlement.

Current Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for
nonemployee share-based fee transactions. The amendments specify that Subject
718 applies to all share-based fee transactions during which a grantor acquires
items or companies for use or consumed in a grantor's personal operations by
issuing share-based fee awards. The Firm has adopted this commonplace
starting January 1, 2019. The adoption of this commonplace didn't have a
vital affect on our outcomes of operations, monetary situation, money
flows, and monetary assertion disclosures.

In February 2016, Subject 842, "Leases" was issued to exchange the leases
necessities in Subject 840, "Leases". The principle distinction between earlier GAAP
and Subject 842 is the popularity of lease property and lease liabilities by
lessees for these leases categorised as working leases underneath earlier GAAP. A
lessee ought to acknowledge within the stability sheet a legal responsibility to make lease funds
(the lease legal responsibility) and a right-of-use asset representing its proper to make use of the
underlying asset for the lease time period. For leases with a time period of 12 months or
much less, a lessee is permitted to make an accounting coverage election by class of
underlying asset to not acknowledge lease property and lease liabilities. If a
lessee makes this election, it ought to acknowledge lease expense for such leases
typically on a straight-line foundation over the lease time period. The accounting utilized
by a lessor is basically unchanged from that utilized underneath earlier GAAP. Subject
842 can be efficient for annual reporting intervals starting after December 15,
2018, together with interim intervals inside these annual intervals and is to be
retrospectively utilized. The Firm has adopted this commonplace starting January
1, 2019. The adoption of this commonplace didn't have a big affect on our
outcomes of operations, monetary situation, money flows, and monetary assertion
disclosures.

Administration doesn’t consider that any just lately issued, however not efficient, accounting requirements, if at present adopted, would have a fabric impact on our monetary statements.

Outcomes of Operations

For the three months ended June 30, 2022 and 2021

The next desk offers chosen monetary knowledge about us for the three months ended June 30, 2022 and 2021, respectively.

                       June 30, 2022       June 30, 2021
Gross sales                 $     3,000,582     $       595,088
Value of Gross sales               2,495,339             413,913
Gross Revenue (Loss)           505,243             181,175
Whole bills             (1,945,999 )        (4,332,249 )
Web Loss              $    (1,440,756 )   $    (4,151,074 )



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Revenues

We generated $3,000,582 in revenues for the three months ended June 30, 2022
in comparison with $595,088 revenues within the three months ended June 30, 2021. As a
results of the Covid-19 pandemic, revenues have been depressed in 2021 and we are actually
experiencing a better demand for our merchandise.

Working Bills and Different Earnings (Expense)

We had complete working bills and different revenue and expense of $1,945,999 for
the three months ended June 30, 2022 in comparison with $4,332,249 for the three months
ended June 30, 2021.

Working bills for the three months ended June 30, 2022 have been in connection
with our each day operations as follows: (i) advertising bills of $29,759; (ii)
analysis and growth of $103,025; (iii) authorized {and professional} bills of
$296,531, consisting of company advisory companies, annual report preparation
charges and normal company governance charges; (iv) lease and utilities of $41,659;
(v) depreciation and amortization of $24,636; (vi) normal and administrative
bills of $837,940, consisting of payroll and associated taxes, journey, meals and
leisure, workplace provides and expense, compensation associated to administration
transition agreements and different regular workplace and administration bills; (vii)
inventory primarily based compensation of $142,169; (viii) And internet curiosity expense of
$548,554.

Working bills for the three months ended June 30, 2021 have been in connection
with our each day operations as follows: (i) advertising bills of $354,336; (ii)
analysis and growth of $135,187; (iii) authorized {and professional} bills of
$486,256, consisting of company advisory companies, annual report preparation
charges and normal company governance charges; (iv) lease and utilities of $37,117;
(v) depreciation and amortization of $21,603; (vi) normal and administrative
bills of $824,381, consisting of payroll and associated taxes, journey, meals and
leisure, workplace provides and expense and different regular workplace and
administration bills; (vii) inventory primarily based compensation of $1,980,436; and
(viii) internet curiosity expense of $492,933 (which incorporates $458,849 of amortization
of unique subject low cost and Warrant low cost on convertible promissory
notes).

Earnings/Losses

Web losses have been $1,440,856and $4,151,074for the three months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022 and 2021

The next desk offers chosen monetary knowledge about us for the six months ended June 30, 2021 and 2020, respectively.

                               Six Months Ended
                       June 30, 2022       June 30, 2021
Gross sales                 $     3,722,211     $       643,934
Value of Gross sales               3,099,757             437,365
Gross Revenue (Loss)           622,454             206,569
Whole bills             (4,982,985 )        (6,553,406 )
Web Loss              $    (4,360,531 )   $    (6,346,837 )



Revenues

We generated $3,722,211 in revenues for the six months ended June 30, 2022 in comparison with $643,934 revenues within the six months ended June 30, 2021. Because of this of the Covid-19 pandemic, revenues have been depressed in 2021 and we are actually experiencing a better demand for our merchandise.

Working Bills

We had complete working bills of $4,982,985 for the six months ended June 30, 2022 in comparison with $6,553,406 for the six months ended June 30, 2021.

Working bills for the six months ended June 30, 2022 have been in connection
with our each day operations as follows: (i) advertising bills of $ 69,144; (ii)
analysis and growth of $ 128,241; (iii) authorized {and professional} bills of
$ 811,022, consisting of company advisory companies, annual report preparation
charges and normal company governance charges; (iv) lease and utilities of $81,952;
(v) depreciation and amortization of $47,249; (vi) normal and administrative
bills of $2,027,124, consisting of payroll and associated taxes, journey, meals
and leisure, workplace provides and expense and different regular workplace and
administration bills; (vii) inventory primarily based compensation of $247,169; (viii) internet
curiosity expense of $573,715 (which incorporates $501,927 of amortization of
unique subject low cost and Warrant low cost on convertible promissory notes)
and (ix) a $1,000,000 impairment of a promissory be aware.

Working bills for the six months ended June 30, 2021 have been in connection
with our each day operations as follows: (i) advertising bills of $372,232; (ii)
analysis and growth of $195,716; (iii) authorized {and professional} bills of
$1,012,469, consisting of company advisory companies, annual report preparation
charges and normal company governance charges; (iv) lease and utilities of $52,753;
(v) depreciation and amortization of $43,206; (vi) normal and administrative
bills of $1,387,885, consisting of payroll and associated taxes, journey, meals
and leisure, workplace provides and expense and different regular workplace and
administration bills; (vii) inventory primarily based compensation of $3,663,349; (viii)
internet curiosity expense of $494,996 (which incorporates $361,974 of amortization of
unique subject low cost and Warrant low cost on convertible promissory notes)
and (ix) a acquire of $669,200 on settlement of be aware payable in reference to the
Magical Beast Omnibus Settlement.

Earnings/Losses

Web losses have been $4,360,531 and $6,346,837 for the six months ended June 30, 2022 and 2021, respectively.

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