Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 10, 2020 | |
Document and Entity Information: | ||
Registrant Name | ACQUIRED SALES CORP. | |
Registrant CIK | 0001391135 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2020 | |
Fiscal Year End | --12-31 | |
Tax Identification Number (TIN) | 87-0479286 | |
Number of common stock shares outstanding | 6,485,236 | |
Filer Category | Non-accelerated Filer | |
Entity's Reporting Status Current | Yes | |
Entity Small Business | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-52102 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Code | NV | |
Entity Address, Address Line One | 31 N. Suffolk Lane, Lake Forest, Illinois | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60045 | |
City Area Code | 847 | |
Local Phone Number | 915-2446 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 156,730 | $ 4,384,929 |
Prepaid Expenses | 16,633 | 9,583 |
Interest Receivable | 1,475 | 0 |
Note Receivable from CBD LION | 76,591 | 200,000 |
Accounts Receivable, net of $90,790 allowance in 2020 | 652,558 | 0 |
Inventory | 654,509 | 0 |
Total Current Assets | 1,558,496 | 4,594,512 |
Goodwill | 22,292,767 | 0 |
Investment in Ablis | 399,200 | 399,200 |
Investment in Bendistillery and Bend Spirits | 1,497,000 | 1,497,000 |
Fixed Assets, less accumulated depreciation of $9,534 in 2020 | 107,198 | 0 |
Intangible Assets, less accumulated amortization of $973 in 2020 | 3,471 | 0 |
Security Deposit | 1,600 | 0 |
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $30,977 in 2020 | 12,379 | 0 |
Total Assets | 25,872,111 | 6,490,712 |
Current Liabilities | ||
Operating Lease Liability | 12,322 | 0 |
Deferred Revenue | 82,979 | 0 |
Management Bonuses Payable - Related Party | ||
Management Bonus Payable - Related Party - Payable to William C. Jacobs | 100,000 | 0 |
Management Bonus Payable - Related Party - Payable to Gerard M. Jacobs | 250,000 | 0 |
Management Bonuses Payable - Related Party | 350,000 | 0 |
Accounts Payable and Accrued Expenses | 225,776 | 38,485 |
Interest - Payable to Nicholas S. Warrender | 45,206 | 0 |
Interest Payable - Related Party | 45,206 | 0 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 95,541 | 145,017 |
Series B Convertible Preferred Stock Dividends Payable | 3,501 | 5,741 |
Preferred Stock Dividends Payable | 99,042 | 150,758 |
Total Current Liabilities | 815,325 | 189,243 |
Non-Current Liabilities | ||
Paycheck Protection Program Loan | 149,623 | 0 |
Notes Payable - Payable to Nicholas S. Warrender | 3,750,000 | 0 |
Total Non-Current Liabilities | 3,899,623 | 0 |
Total Liabilities | 4,714,948 | 189,243 |
Commitments and Contingencies | 0 | 0 |
Shareholders' Equity | ||
Preferred Stock, Value | 166 | 166 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,460,236 shares issued and outstanding and 645,000 deferred contingent stock committed to be issued, subject to conditions, as part of the Lifted Made merger, outstanding at September 30, 2020, and 2,726,669 shares outstanding at December 31, 2019 | 6,460 | 2,727 |
Additional paid-in capital | 38,787,444 | 21,691,128 |
Accumulated Deficit | (17,636,907) | (15,392,552) |
Total Shareholders' Equity (Deficit) | 21,157,163 | 6,301,469 |
Total Liabilities and Shareholders' Equity | $ 25,872,111 | $ 6,490,712 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance | $ 90,790 | |
Accumulated depreciation | 9,534 | |
Accumulated amortization | 973 | |
Right-of-Use Asset Amortization | $ 30,977 | |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 6,460,236 | 2,726,669 |
Common Stock, shares outstanding | 6,460,236 | 2,726,669 |
Deferred contingent stock | $ 645,000 | |
Series A Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 400,000 | 400,000 |
Preferred Stock, shares issued | 66,150 | 66,150 |
Preferred Stock, shares outstanding | 66,150 | 66,150 |
Series B Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 100,000 | 100,000 |
Preferred Stock, shares outstanding | 100,000 | 100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net Sales | $ 1,509,437 | $ 0 | $ 3,147,802 | $ 0 |
Cost of Goods Sold | 878,327 | 0 | 2,094,484 | 0 |
Gross Profit | 631,110 | 0 | 1,053,318 | 0 |
Stock Compensation Expense | 0 | 37,961 | 1,393,648 | 872,147 |
Selling, General and Administrative Expenses | 47,315 | 12,825 | 104,600 | 45,153 |
Bank Charges and Merchant Fees | 14,702 | 90 | 20,980 | 100 |
Management Bonuses | 0 | 0 | 350,000 | 0 |
Bad Debt | 94,251 | 0 | 121,887 | 0 |
Payroll, Consulting and Independent Contractor Expenses | 275,149 | 45,000 | 598,115 | 82,500 |
Professional Fees | 50,235 | 52,142 | 293,679 | 97,112 |
Advertising and Marketing | 26,670 | 3,782 | 92,718 | 5,166 |
Depreciation and Amortization | 5,092 | 0 | 11,140 | 0 |
Warehouse & Lab Expenses (too small to capitalize) | 3,974 | 0 | 60,559 | 0 |
Income/(Loss) From Operations | 113,722 | (151,800) | (1,994,008) | (1,102,178) |
Other Income/(Expenses) | ||||
Gain on Settlement | 0 | 0 | 0 | 29,196 |
Interest Expense | (19,281) | 0 | (45,905) | (27,998) |
Warehouse Buildout Credits | 600 | 0 | 1,000 | 0 |
Gain on Forgiveness of Debt | 0 | 0 | 10,000 | 0 |
Refund of Merchant Account Fees | 0 | 0 | 34,429 | 0 |
Settlement Costs | 0 | 0 | (97,000) | 0 |
Interest Income | 782 | 5,334 | 7,365 | 13,259 |
Total Other Income/(Expenses) | (17,899) | 5,334 | (90,111) | 14,457 |
Income/(Loss) Before Provision for Income Taxes | 0 | 0 | 0 | 0 |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Income/(Loss) | $ 95,823 | $ (146,466) | $ (2,084,119) | $ (1,087,721) |
Basic and Diluted Net Loss per Share | $ 0.01 | $ (0.06) | $ (0.36) | $ (0.43) |
Basic and Diluted Weighted Average Number of Common Shares Outstanding: | 6,460,236 | 2,597,302 | 5,747,569 | 2,527,576 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (2,084,119) | $ (1,087,721) |
Adjustments to Reconcile Loss to Net Cash Used in Operating Activities: | ||
Stock Compensation Expense | 1,393,648 | 872,147 |
Bad Debt Expense | 121,887 | 0 |
Depreciation and Amortization | 11,140 | 0 |
Financing Cost - Issuance of Warrants to Purchase Common Stock | 0 | 26,773 |
Spoiled and Written Off Inventory | 62,186 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts Receivable | (433,058) | 0 |
Prepaid Expenses | (7,050) | (833) |
Interest Receivable | (1,475) | 0 |
Inventory | (449,221) | 0 |
Loan to Shareholder | 9,000 | 0 |
Trade Accounts Payable and Accrued Expenses | 192,203 | (191,776) |
Accounts Payable and Interest Payable to Related Parties | 45,206 | (106,465) |
Change in ROU Asset | 13,641 | 0 |
Change in Lease Liability | (13,579) | 0 |
Deferred Revenue | 18,283 | 0 |
Net Cash Used in Operating Activities | (1,121,308) | (487,875) |
Cash Flows From Investing Activities | ||
Net Cash Paid as Part of Lifted Liquids, Inc. Acquisition | (3,130,610) | 0 |
Reduction of CBD Lion Note Receivable | 123,409 | 0 |
Issuance of Note to CBD Lion | 0 | (300,000) |
Net Purchase of Fixed Assets | (37,363) | 0 |
Investment in Ablis | 0 | (399,200) |
Investment in Bendistillery and Bend Spirits | 0 | (1,497,000) |
Net Cash Used in Investing Activities | (3,044,564) | (2,196,200) |
Cash Flows From Financing Activities | ||
Proceeds from Paycheck Protection Program Loan | 149,623 | 0 |
Payments of Dividends to Series A Convertible Preferred Stock Holders | (198,450) | 0 |
Payments of Dividends to Series B Convertible Preferred Stockholders | (13,500) | 0 |
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties | 0 | 14,772 |
Financing Cost - Repayment of Borrowings Under Notes Payable to Related Parties | 0 | (45,562) |
Financing Cost - Repayment of Interest Payable to Related Parties | 0 | (2,606) |
Exercise of Warrants | 0 | 11,027 |
Issuance of Series A Convertible Preferred Stock | 0 | 6,615,000 |
Issuance of Series B Convertible Preferred Stock | 0 | 450,000 |
Net Cash Provided by/(Used in) Financing Activities | (62,327) | 7,042,631 |
Net Increase/(Decrease) in Cash | (4,228,199) | 4,358,556 |
Cash and Cash Equivalents at Beginning of Period | 4,384,929 | 0 |
Cash and Cash Equivalents at End of Period | 156,730 | 4,358,556 |
Supplemental Cash Flow Information | ||
Cash Paid For Interest | 699 | 2,606 |
Cash Paid For Income Taxes | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018 | $ 2,370 | $ 13,664,697 | $ (14,005,689) | $ (338,622) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 2,369,648 | ||||
Exercise of rights to purchase warrants to purchase shares of common stock, Amount | $ 210 | 1,892 | 2,102 | ||
Exercise of rights to purchase warrants to purchase shares of common stock, Shares | 210,000 | ||||
Issuance of warrants to purchase common stock | 26,773 | 26,773 | |||
Issuance of Series A Convertible Preferred Stock for cash, Amount | $ 30 | 2,989,970 | 2,990,000 | ||
Issuance of Series A Convertible Preferred Stock for cash, Shares | 29,900 | ||||
Series A Preferred Stock dividend payable | (18,552) | (18,552) | |||
Net Loss | (44,440) | (44,440) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 | $ 30 | $ 2,580 | 16,683,332 | (14,068,681) | 2,617,261 |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 29,900 | 2,579,648 | |||
Issuance of Series A Convertible Preferred Stock for cash, Amount | $ 36 | 3,624,964 | 3,625,000 | ||
Issuance of Series A Convertible Preferred Stock for cash, Shares | 36,250 | ||||
Stock Compensation Expense | 834,186 | 834,186 | |||
Series A Preferred Stock dividend payable | (26,425) | (26,425) | |||
Net Loss | (896,815) | (896,815) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019 | $ 66 | $ 2,580 | 21,142,482 | (14,991,921) | 6,153,207 |
Shares, Outstanding, Ending Balance at Jun. 30, 2019 | 66,150 | 2,579,648 | |||
Issuance of Series B Convertible Preferred Stock for cash, Amount | $ 90 | 449,910 | 450,000 | ||
Issuance of Series B Convertible Preferred Stock for cash, Shares | 90,000 | ||||
Stock Compensation Expense | 37,961 | 37,961 | |||
Series A Preferred Stock dividend payable | (50,020) | (50,020) | |||
Series B Preferred Stock dividend payable | (2,232) | (2,232) | |||
Exercise of warrants, Amount | $ 147 | 8,778 | 8,925 | ||
Exercise of warrants, Shares | 147,021 | ||||
Net Loss | (146,466) | (146,466) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2019 | $ 156 | $ 2,727 | 21,639,131 | (15,190,639) | 6,451,375 |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 156,150 | 2,726,669 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019 | $ 166 | $ 2,727 | 21,691,128 | (15,392,552) | 6,301,469 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 166,500 | 2,726,669 | |||
Issuance of warrants to Gerard M. Jacobs upon execution of employment agreement, amount | 733,499 | 733,499 | |||
Issuance of warrants to William C. Jacobs upon execution of employment agreement | 660,149 | 660,149 | |||
Issuance of common stock consideration as part of the acquisition of Lifted Liquids, Inc., Amount | $ 3,900 | 10,722,351 | 10,726,251 | ||
Issuance of common stock consideration as part of the acquisition of Lifted Liquids, Inc., Shares | 3,900,455 | ||||
Issuance of warrants to purchase shares of common stock as part of the acquisition of Lifted Liquids, Inc. | 4,980,150 | 4,980,150 | |||
Series A Preferred Stock dividend payable | (34,179) | (34,179) | |||
Series B Preferred Stock dividend payable | (3,740) | (3,740) | |||
Net Loss | (1,760,627) | (1,760,627) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2020 | $ 166 | $ 6,627 | 38,787,277 | (17,191,098) | 21,602,972 |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 166,500 | 6,627,124 | |||
Series A Preferred Stock dividend payable | (64,775) | (64,775) | |||
Series B Preferred Stock dividend payable | (3,740) | (3,740) | |||
Cancellation of shares of common stock | $ (167) | 167 | |||
Cancellation of shares of common stock, Shares | (166,888) | ||||
Net Loss | (419,313) | (419,313) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2020 | $ 166 | $ 6,460 | 38,787,444 | (17,678,926) | 21,115,144 |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 166,500 | 6,460,236 | |||
Series A Preferred Stock dividend payable | (50,020) | (50,020) | |||
Series B Preferred Stock dividend payable | (3,784) | (3,784) | |||
Net Loss | 95,823 | 95,823 | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020 | $ 166 | $ 6,460 | $ 38,787,444 | $ (17,636,907) | $ 21,157,163 |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 166,500 | 6,460,236 |
NOTE 1 - DESCRIPTION OF THE BUS
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. | NOTE 1 – DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are traded on the OTCQB Venture Market under the trading symbol AQSP. Our business is primarily engaged in the identification, structuring and seeking to execute on acquisitions of all or a portion of one or more operating businesses involving the manufacture, sale and distribution of cannabinoid-infused products such as beverages, shots,water, other liquids, water soluble nano drops or liquids, lotions, sprays,conditioners, creams, oils, pre-rolledhemp joints and hemp cigarettes, cartridges, syringes, tinctures,powder, water packets,effervescent tablets, capsules, bath bombs, balms, body washes, gummies, food, other edibles, and non-prescription cannabinoid formulations (a “Canna-Infused Products Company”). Our business also involves selling and distributingproducts containing nicotine. Our business also involves selling and distributing hand sanitizerduring the pendency of the COVID-19 pandemic, and possibly longer. Management of the Company is open-minded to the concept of also acquiring operating businesses and/or assets involving products containing nicotine, marijuana, distilled spirits, beer, wine, and real estate. In addition, management of the Company is open-minded to the concept of acquiring all or a portion of one or more operating businesses and/or assets that are considered to be “essential” businesses which are unlikely to be shut down by the government during pandemics such as COVID-19. To date, we have acquired 100% of the ownership interests in one Canna-Infused Products Company now called Lifted Liquids, Inc. d/b/a Lifted Made (formerly Warrender Enterprise Inc. d/b/a Lifted Liquids), 4.99% of the ownership interests in a second Canna-Infused Products Company called Ablis Holding Company ("Ablis"), and 4.99% of the ownership interests in two other businesses that manufacture distilled spirits called Bendistillery Inc. ("Bendistillery") and Bend Spirits, Inc. ("Bend Spirits"). We have also terminated a planned acquisition of Canna-Infused Products Company called CBD Lion LLC. At this point in time, we are in discussions with certain companies in our acquisition pipeline. However, our cash on hand is currently limited, so in order to close future acquisitions it is highly likely that it will be necessary for us to raise additional capital, and no guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all. Acquisition of 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). Pursuant to the Merger, Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation ("Lifted" or "Lifted Made"), is now operating as a wholly-owned subsidiary of the Company, led by Nicholas S. Warrender as Lifted's CEO and also as Vice Chairman and Chief Operating Officer of Acquired Sales. Nicholas S. Warrender shall, subject to certain conditions, enjoy so-called “piggyback registration rights” and "demand registration rights" in regard to the Stock Consideration, pursuant to a Registration Rights Agreement. Ownership of 4.99% of Ablis, Bendistillery and Bend Spirits On April 30, 2019, we closed on the acquisition of 4.99% of the common stock of each of CBD-infused beverages maker Ablis, and of distilled spirits manufacturers Bendistillery and Bend Spirits, all of Bend, Oregon. The Lifted Made Business Prior to acquiring 100% of Lifted on February 24, 2020, we did not own 100% of any other operating company, so the Lifted Merger was highly significant to our Company. History Lifted was originally incorporated in the state of Wisconsin on September 19, 2014. Lifted was created with a passion to build a culture-based organization focused upon quality products and a healthier lifestyle. Products Lifted produces its own lines of products and private labelled products made with hemp,hemp flower, and hemp-derivedcannabinoids including delta-8-THC, CBD, CBG and CBN.Lifted also sells and distributes products containing nicotine, and gel and liquid hand sanitizer in various size bottles. Officers and Employees The executives of Lifted have backgrounds in the vaping industry, graphic design, marketing, and supply chain management, skills that have helped Lifted distinguish itself from the competition.Prior to COVID-19, the Lifted team occasionally attended trade shows throughout the USA to promote Lifted’s products and brand, and in support of Lifted’s private label clients. Lifted sometimes evaluates new products by introducing them to potential customers at certain vape shops in Wisconsin and Illinois which are partly owned by Warrender. The Company holds an option to purchase Warrender's interests in such vape shops for a nominal price. Lifted currently has approximately 26full time and part time employees and independent contractors who are engaged in product formulation, design and branding, website development, private label client management, sales, distribution, supply chain management, new business development, warehouse management and order fulfillment, operations management, accounting, new product development, trade shows and evaluation of potential acquisitions and joint ventures. One of Lifted’s independent contractorsis based in south Florida, one independent contractor is based in Colorado, one independent contractor is based in Louisiana,and the rest of the Lifted team is based in Zion, Illinois, Lake Forest, Illinois, and Jacksonville, Florida. Description of Property Lifted does not own any physical properties. Lifted’s corporate office, manufacturing facility and warehouse is located in Zion, Illinois, where Lifted has rented 3,300 square feet of space under a lease that terminateson June 1, 2021. Lifted is currently temporarily using additional space located adjacent to its rented space and is making payments in lieu of rent therefor. Sources of Supply Lifted sources raw goods such as hemp-derived cannabinoids and flowerfrom independent suppliers. Lifted’s hemp and hemp-derivedraw materials are third-party lab tested. Lifted also sources gel and liquid sanitizer from various third parties. Lifted acquires its disposable vape pens and cartridges from third party manufacturers and, in its clean room, adds Lifted’s proprietary vape solutions into the disposable vape pens and vape cartridges. Lifted also acquires a variety of vape pens and cartridges, bottles, boxes, packaging and other items from third party manufacturers. Lifted currently believes that it would be able to find replacement manufacturers with minimal negative impact on its business. However, Lifted's vape pens and cartridges are sourced exclusively from China, and much of Lifted's boxes, packaging and other items are sourced from China. COVID-19, Chinese holidays, and tariffs imposed on products sourced from China could make it difficult or impossible to source these products cost effectively, or at all, from China. COVID-19, Chinese holidays and/or tariffs could make it difficult or impossible for Lifted to manufacture needed quantities of its products, if at all, and could drastically increase Lifted's product costs, all of which could have a serious detrimental impact on Lifted’s sales and profit margins. Products Lifted’s focus is manufacturing, sales and distribution of effective, quality products formulated in a clean room. Lifted also re-bottles and re-sells gel and liquid hand sanitizer. Lifted sources hemp-derived cannabinoids and other ingredients from many differentsuppliers. The ingredients are then incorporated into proprietary formulations in house. Lifted produces its own lines of hemp-derived cannabinoid-infused products, as well as numerous hemp-derived cannabinoid-infusedproducts for private label clients. non-prescription cannabinoid formulations A third party manufacture makes cannabinoid-infused lotion for Lifted in accordance with Lifted's specifications. Lifted also produces its cannabinoid-infused Lastly, Lifted sells and distributes gel and liquid hand sanitizer in various size bottles. Lifted also distributes disposable e-cigarettes containing nicotine. Product Risks Some of Lifted's inhalable products currently contain nicotine. There is a risk that Lifted could be targeted by regulators or consumers with claims that its inhalable products are unsafe. The market for cannabinoid-infused vapes and cartridges is currently subjected to prohibitions of certain products in certain jurisdictions in response to deaths and illnesses that have occurred and that are apparently associated with vaping. In addition, certain jurisdictions have prohibited the sale of smokable hemp and hemp-derived products, and delta-8-THC. These various prohibitions and regulations may have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance. Intellectual Property Lifted maintains proprietary formulations and other trade secrets. However, Lifted owns no registered patents and has no patent applications pending. R&D expenditures Lifted's research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development of new and existing products. Lifted spent less than $10,000 on research and development efforts over the past two years. Research and development costs are expensed as they are incurred. Marketing Lifted Distribution Lifted’s distribution is done internally and through third party distributors who distribute throughout the U.S. Lifted and these distributors distribute Lifted’s products to vape and smoke shops, convenience stores, grocery stores, gyms,natural food stores, wellness stores, and other locations. Lifted believes but cannot guarantee that in the event that it lost its relationship with one or more of its current distributors, that other replacement distributors could be found without significant disruption to Lifted’s business. However, the COVID-19 pandemic has seriously disrupted Lifted’s distribution channels, although such disruption has begun to decrease. Online Sales Lifted sells its own brands’ of products and its private label clients’ products online primarily through www.LiftedMade.com. Description of Legal Proceedings Lifted currently is involved in twopending lawsuits, oneas the plaintiff and one as the defendant: (1) Warrender Enterprise, Inc. d/b/a Lifted Liquids, a Wisconsin corporation, Plaintiff, v. Merkabah Labs, LLC, a Colorado limited liability company; Merkabah Technologies, LLC, a Colorado limited liability company; Ryan Puddy, an individual; and Ralph L. Taylor III, an individual, Defendants (United States District Court for the District of Colorado; Civil Action No. 1:20-cv-00155-SKC) (2) Martha, Edgar v. Lifted Liquids – During June 2020, Lifted entered into settlement agreements that were mutually acceptable to the parties which have resolved the following two lawsuits: (1) Mile High Labs, Inc., Plaintiff, v. Warrender Enterprise, Inc. d/b/a Lifted Liquids, Defendant (United States District Court for the District of Colorado (2) Accelerated Analytical, Inc., et al. v. Lifted Liquids, Inc. d/b/a Lifted Made, et al. On October 16, 2020, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: (1) Lifted Liquids, Inc., Plaintiff, v. Luxvoni LLC d/b/a Luxvoni Marketing Solutions; Does I through X, inclusive; and Roe Business Entities I through X, inclusive, Defendants (United States District Court for Clark County, Nevada; Civil Case No. A-20-817416-C) Costs and effects of compliance with environmental laws To Lifted’s knowledge, Lifted does not currently use or generate any hazardous materials in its operations. The Lifted Made Merger The terms of the Lifted Merger were as follows: · The Company acquired 100% of the ownership of Lifted for $3,750,000 in cash, plus note consideration (the "Promissory Note") of $3,750,000, plus 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), plus 645,000 shares of unregistered common stock of the Company that will constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), plus warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Corporation at the closing of the Merger (the "Warrants"). · The Promissory Note, payable jointly by the Company and Lifted to Nicholas S. Warrender, is in the principal amount of $3,750,000. The Promissory Note is secured by all of the assets of the Company and Lifted, and by a pledge of all of the common stock of Lifted, Ablis, Bendistillery and Bend Spirits that are owned by the Company. The Promissory Note accrues interest at the rate of 2% annually, and has a term of five years, subject to mandatory partial prepayment using 50% of all capital raised by the Company other than capital raised in connection with two potential acquisitions in Wisconsin, and subject to mandatory full prepayment if and when Lifted achieves an aggregate post-Closing EBITDA of $7,500,000. Lifted will not be using any of the loan or grant money that Lifted has received from the SBA to make any payments on the Promissory Note payable jointly by the Company and Lifted to Nicholas S. Warrender. · The purpose of the 645,000 shares of unregistered common stock of Acquired Sales that constitutes the Deferred Contingent Stock is to incentivize certain persons whom Nicholas S. Warrender considers necessary to allow Lifted and the Company to succeed going forward. Among other persons, Nicholas S. Warrender designated as recipients of shares of the Deferred Contingent Stock certain employees of Lifted and William C. "Jake" Jacobs, the Company's President and CFO. The vesting of certain shares of the Deferred Contingent Stock is subject to certain terms and conditions, and if any of such terms and conditions are not met then any unvested Deferred Contingent Stock will be issued and delivered to Nicholas S. Warrender as additional Merger consideration, unless Nicholas S. Warrender agrees to an alternative allocation of such unvested Deferred Contingent Stock. · The purpose of the Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share is to incentivize certain persons whom Nicholas S. Warrender considers necessary to allow Lifted and the Company to succeed going forward. Among other persons, Nicholas S. Warrender designated as recipients of Warrants certain employees, officers and directors of Lifted and the Company. The vesting of certain of the Warrants will be subject to certain terms and conditions, and if any of such terms and conditions are not met then any unvested Warrants will be terminated or alternatively allocated to other employees of Lifted. · Nicholas S. Warrender was granted certain registration rights for the 3,900,455 shares of the Company’s unregistered common stock that he received in the Merger, pursuant to the terms and conditions of a Registration Rights Agreement. · Nicholas S. Warrender, the Company's President and CFO William C. “Jake” Jacobs, and the Company's Chairman and CEO Gerard M. Jacobs, who together as a group have stockholder and managerial control of the Company, entered into a Stockholders Agreement to vote in concert regarding the election of directors of the Company and on certain other matters. · The Company has entered into a long-term employment agreements with Nicholas S. Warrender, William C. "Jake" Jacobs, and Gerard M. Jacobs, pursuant to which each of them is entitled to $100,000 in base salary and an annual bonus stemming from the Company’s cash management bonus pool. · The effects of the Merger are that all assets, property, rights, privileges, immunities, powers, franchises, licenses, and authority of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) and Lifted have vested in Lifted as the surviving entity in the Merger, and all debts, liabilities, obligations, restrictions, and duties of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) have become the debts, liabilities, obligations, restrictions, and duties of Lifted as the surviving entity in the Merger. Lifted is operating as a wholly-owned subsidiary of the Company. · The articles of incorporation of Lifted are the articles of incorporation of the surviving entity in the Merger, and the by-laws of Lifted are the by-laws of the surviving entity of the Merger. · Upon the Closing of the Merger, the authorized number of directors of the Corporation was increased from seven to nine. The Corporation’s directors currently consist of eight persons following the recent resignation of Michael D. McCaffrey: Gerard M. Jacobs, JD (Chairman), Nicholas S. Warrender (Vice Chairman), Vincent J. Mesolella (Lead Outside Director), Joshua A. Bloom, MD, James S. Jacobs, MD, Richard E. Morrissy,Kevin J. Rocio, and Robert T. Warrender II. · Upon the Closing of the Merger, the officers of the Corporation are as follows, each to hold office until his successor is duly elected or appointed and qualified or until his earlier death, resignation, or removal in accordance with applicable Law: Gerard M. Jacobs, JD - Chairman, CEO and Secretary; William C. "Jake" Jacobs, CPA - President, CFO and Treasurer; and Nicholas S. Warrender - Co-Founder, Vice Chairman, and Chief Operating Officer. Source of Funds for the Lifted Merger The source of funds for the $3,750,000 cash component of the acquisition of Lifted was proceeds from previous sales of Acquired Sales Corp.’s Series A Convertible Preferred Stock (convertible at $1 per share of common stock of the Company) and Series B Convertible Preferred Stock (convertible at $5 per share of common stock of the Company). We anticipate that the source of funds to repay the $3,750,000 Promissory Note component of the acquisition of Lifted will be proceeds from future sales of Acquired Sales Corp.’s equity securities, and revenue from Lifted's business. Professional costs in connection with the Merger were paid using cash on hand that was sourced from previous sales of Acquired Sales Corp.’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. The Market Delta-8-THC, CBD, CBG, CBN and other cannabinoids can be derived from hemp. On December 20, 2018, President Donald J. Trump signed the Agricultural Improvement Act of 2018, which is more commonly known as the “2018 Farm Bill”. The 2018 Farm Bill legalizes hemp cultivation and declassifies hemp as a Schedule I controlled substance. The US Food and Drug Administration (“FDA”) has stated that although hemp is no longer an illegal substance under federal law, the FDA continues to regulate cannabis products under the Food, Drug, and Cosmetic Act (“FD&C Act”) and Section 351 of the Public Health Service Act. In addition, several states have enacted laws and regulations that negatively impact the sale of hemp and hemp-derived products. Lifted’s product sales of hemp-derived products are typically made through distributors, with a limited but growing number of sales online or direct to retail outlets. While Lifted is optimistic regarding the future of its business selling hemp-derived products, the manufacture and sale of Canna-Infused Products involve significant risks that have the potential to bankrupt Lifted and the Company. Government Regulation Lifted is subject to a variety of laws in the United States and elsewhere. In the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult recreational use in a number of states, cannabis, other than plants of the same genus that meet the definition of industrial hemp, continues to be categorized as a Schedule I controlled substance under the federal Controlled Substances Act (“CSA”), and subject to the Controlled Substances Import and Export Act (“CSIEA”). As of December 20, 2018, the 2018 Farm Bill, formally known as the Agriculture Improvement Act of 2018, has reclassified hemp for commercial use by removing it from its Schedule I Status under the CSA, and Lifted seeks to operate in compliance with the legislation. Canna-Infused Products Companies are subject to regulation by federal government state and local governments. The health and safety impacts of cannabinoids have not yet been established via traditional scientific and/or clinical studies. The FDA appears to believe that CBD may or could have significant adverse health impacts upon human beings, especially in regard to potential liver toxicity or liver damage. The regulation of hemp, hemp oil, hemp-derived cannabinoids, and cannabinoid-infused products is evolving. Lifted may become subject to new rules, regulations, moratoriums, prohibitions, or other restrictions or impediments upon Canna-Infused Products Companies from U.S. federal agencies, such as the US Food and Drug Administration (the “FDA”), and/or state and local governments. The FDA sometimes appears to believe that cannabinoids are drugs, and that the sale of most cannabinoid-infused products without FDA approval is illegal. In deference to the FDA’s position, various states and municipalities have similarly declared that the sale of certain hemp-derived cannabinoid-infused products is illegal. Other hemp-derived cannabinoids, such as delta-8THC, have generated controversy among legal commentators, regarding their legality. Lifted sells significant quantities of products containing hemp-derived delta-8 THC, and any legislative and/or regulatory crackdown on delta-8 THC could have a material adverse effect upon our Company’s business and the trading price of our common stock. Hemp and hemp-derived cannabinoid-infused products which exceed a delta-9 THC concentration of 0.3% are illegal. Any failure to keep the delta-9 THC concentration in hemp or cannabinoid-infused products below 0.3% could subject us to action by regulatory authorities and/or to lawsuits by consumers, which could have a material adverse effect upon our Company's business and the trading price of our common stock. In addition, the approval of medical and recreational marijuana by many states has created a situation in which it may be difficult or impossible for regulators and courts to determine whether the THC levels reflected in consumers’ blood tests are the result of legal hemp-derived products or marijuana-infused products. This may result in regulatory actions or lawsuits against the Company. Also, certain hemp-derived products may, over time, gradually increase their delta-9-THC concentration, and this may ultimately cause such products to exceed the 0.3% delta-9-THC concentration level, making such products illegal in certain jurisdictions. If this happens, we could be subject to regulatory action that could have a material adverse effect upon our Company. Lifted is attempting to only conduct business related to manufacturing and commercializing hemp-derived products to the extent permitted in jurisdictions where it may operate. The legislative and regulatory landscape surrounding nicotine-containing products has created risks for Lifted’s business. Competition Lifted faces intense competition in the cannabinoid industry, in the nicotine products industry, and in the sanitizer industry, from both existing and emerging companies that offer similar products to Lifted. Some of Lifted's current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases. Given the rapid changes affecting the cannabinoidindustry nationally and locally, Lifted may not be able to create and maintain a competitive advantage in the marketplace. Lifted’s success will depend on its ability to keep pace with any changes in local and national markets, especially in light of legal and regulatory changes. Lifted’s success will depend on its ability to respond to, among other things, changes in the economy, market conditions and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material adverse effect on Lifted’s financial condition, operating results, liquidity, cash flow and operational performance. Receipt of Loans under the Economic Injury Disaster Loan Program and the Paycheck Protection Program In response to the coronavirus (COVID-19) pandemic, the U.S. Small Business Administration (the “SBA”) is making small business owners eligible to apply for an Economic Injury Disaster Loan advance of up to $10,000 under its Economic Injury Disaster Loan program (the “EIDL”). This advance provides economic relief to businesses that are currently experiencing a temporary loss of revenue. This loan advance will not have to be repaid. Lifted applied for and received a $10,000 loan advance under the EIDL (“EIDL Advance”) on April 20, 2020. Lifted recognized a $10,000 gain on the forgiveness of the EIDL Advance on April 21, 2020. Lifted also applied for and received a loan (the “PPP Loan”) under the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020. The PPP Loan was issued by BMO Harris Bank (the “Lender”) in the aggregate principal amount of $149,622.50 and evidenced by a promissory note (the “Note”), dated April 14, 2020 issued by Lifted to the Lender. The Note matures on April 14, 2022. The Note bears interest at a rate of 1.00% per annum, payable monthly commencing on November 14, 2020, following an initial deferral period as specified under the PPP. As ofSeptember, 2020, Lifted had an accrual of $697 for the interest on the PPP Loan. The Note may be prepaid by Lifted at any time prior to maturity with no prepayment penalties. Proceeds from the PPP Loan will be available to Lifted to fund designated expenses, including certain payroll costs and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest of the PPP Loan may be forgiven to the extent that at least 75% of the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the SBA under the PPP. Acquired Sales Corp.believes that Lifted has used at least 75% of the PPP Loan amount for designated qualifying expenses and Lifted plans to apply for forgiveness of the PPP Loan in accordance with the terms of the PPP. No assurance can be given that Lifted will obtain forgiveness of the PPP Loan in whole or in part. With respect to any portion of the PPP Loan that is not forgiven, the PPP Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, and breaches of the provisions of the Note. In prior years, Acquired Sales Corp.’s payables have been greater than its cash on hand. Historically, Acquired Sales Corp. has had inconsistent income generating ability and has therefore been reliant on raising money from loans or stock sales. Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series A Convertible Preferred Stock (“Series A Preferred Stock”) Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. The Series A Preferred Stock will receive an annual 3% dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Series A Preferred Stock. On July 6, 2020, the Company filed with the SEC an amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series B Convertible Preferred Stock (“Series B Preferred Stock”) Between July 24, 2019 and December 5, 2019, the Company accepted subscriptions from accredited investors to purchase 100,000 shares of newly issued Series B Preferred Stock for an aggregate purchase price of $500,000 in cash. These 100,000 shares of Series B Preferred Stock are convertible at the option of the holder into 100,000 shares of newly issued common stock of the Company. The Series B Preferred Stock will receive an annual 3% dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Series B Preferred Stock. On July 6, 2020, the Company filed with the SEC an amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B2 Preferred Stock may be converted. Acquisition Process The structure of the Company’s participation in business opportunities and ventures will continue to be situational. The Company is likely to structure future acquisitions as a purchase of 19.99% or less, or 100%, of a target company’s equity ownership interest, or as a so-called tax-free reorganization. It is likely that the anticipated value of the business and/or securities that the Company acquires relative to the current value of the Company’s securities will result in the issuance of a relatively large number of newly issued shares of the Company, and, as a result, substantial additional dilution to the percentage ownership of our current stockholders. Moreover, the Company’s present management and shareholders may not have control of a majority of our voting shares following a merger or purchase of stock. It is possible that the shareholders of the acquired entity or the persons who provide the capital to the Company to finance a merger or purchase of stock will gain control of the Company’s voting stock and the Company’s directors may resign and new directors may be appointed without any vote by the shareholders. Those directors are entitled to replace the Company’s officers without stockholder vote. In regard to nearly all of the Company’s potential acquisitions, the Company is typically focused upon acquiring 19.99% or less, or 100%, of existing privately held businesses whose owners are willing to consider selling a percentage of the equity ownership interest of their businesses, or merging their entire businesses into the Company or a wholly-owned subsidiary of the Company in a so-called tax-free reorganization, and whose management teams are enthusiastic about continuing to operate their businesses following the transactions with the Company. Closing such purchases of stock or so-called tax-free reorganizations will likely require the Company to rai |
NOTE 2 - POST-MERGER INFORMATIO
NOTE 2 - POST-MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER | 9 Months Ended |
Sep. 30, 2020 | |
Note 2 - Post-merger Information And Accounting Treatment Of Merger | |
NOTE - 2 POST - MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER | NOTE 2 – POST-MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER There are no material differences in the rights of the Company’s shareholders as a result of the Merger, as the nature of the shares of common stock of the Company has not changed due to the Merger. However, there has been stockholder dilution with additional shares and warrants outstanding. As of the date of acquisition (February 24, 2020), the Merger was considered a business combination. The accounting treatment of the Merger is that the Company is deemed to be the accounting acquirer of Lifted, and Lifted is deemed to be the accounting acquiree, under the acquisition method of accounting. The Application of Accounting Guidance to the Merger Quoted below are the accounting standards codification guidance relating to the accounting treatment of the Company’s acquisition of Lifted as of the date of Merger, followed by the Company’s comments regarding the application of that guidance to the Merger: Guidance: 1. a. The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.” The Company’s Comments: Guidance: 2. b. The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.” The Company’s Comments: Guidance: 3. c. The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.” The Company’s Comments: The pre-closing directors of the Company had seven seats on the Board of Directors of the combined entity, and Nicholas S. Warrender and his nominee Kevin J. Rocio received only two seats. In addition, the stockholders agreement between Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs effectively prevents Nicholas S. Warrender from taking control over the Board of Directors of the combined entity post-closing. The foregoing analysis suggests that the Company should be considered the accounting acquirer in the Merger. Guidance: 4. d. The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity.” The Company’s Comments: The pre-closing officers of the Company continue to serve as the Company’s Chairman, CEO, President, CFO, Treasurer and Secretary. The only additional officer role is that of Nicholas S. Warrender, who now serves as the Company’s Vice Chairman and COO. The foregoing analysis suggests that the Company should be considered the accounting acquirer in the Merger. Guidance: 5. e. The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the precombination fair value of the equity interests of the other combining entity or entities.” The Company’s Comments: are losing money and nevertheless are enjoying market capitalizations that are massively higher than the consideration that the Company paid to acquire Lifted. However, Lifted has historically been involved in the vaping and e-liquids industry, and it is unclear what discount to fair value should be attributed to that involvement. The foregoing analysis does not assist us in reaching any conclusion as to which entity should be considered the accounting acquirer in the Merger. Guidance: -13 The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities.” The Company’s Comments: In terms of assets, prior to the closing, the Company’s cash on hand of over $4 million significantly exceeded Lifted’s assets. On the other hand, Lifted’s revenues and earnings significantly exceed the Company’ revenue and earnings. This analysis does not assist us in reaching any conclusion as to which entity should be considered the accounting acquirer in the Merger. Guidance: 55-14 In a business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things, which of the combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the preceding paragraph.” The Company’s Comments: This consideration is not applicable as the Merger of the Company and Lifted did not involve more than two entities. Guidance: 55-15 A new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets or incurs liabilities as consideration may be the acquirer.” The Company’s Comments: This consideration is not applicable as the Company and Lifted are not structuring a business combination. Conclusion Based on the foregoing analysis of the facts surrounding the Company’s acquisition of Lifted, it is the Company’s position that the Company is the accounting acquirer of Lifted in the Merger, and Lifted is the accounting acquiree in the Merger, under the acquisition method of accounting. As such, as of February 24, 2020 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired and the liabilities assumed in the Merger. The federal income tax consequences of the Merger are as follows: the transaction is expected to be booked as a tax-free exchange of stock pursuant to Internal Revenue Code Section 368, resulting in no federal income tax consequences of the stock portion of the transaction. Purchase Price Allocation The following table presents the purchase price allocation: Consideration: Cash and cash equivalents $ 3,750,000 Note consideration $ 3,750,000 3,900,455 shares of unregistered common stock of the Company valued as of January 7, 2020 (date of entering into the Agreement and Plan of Merger) $ 10,726,251 Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share $ 4,980,150 Total merger consideration $ 23,206,401 Assets acquired: Cash and cash equivalents $ 619,390 Accounts Receivable $ 341,387 Inventory $ 267,474 Loan to Shareholder $ 9,000 Fixed Assets $ 80,003 Intangible Assets $ 4,444 Security Deposit $ 1,600 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $20,010 in 2020 and $17,336 in 2019 $ 23,346 Goodwill $ 22,292,767 Total assets acquired $ 23,639,411 Liabilities assumed: Accounts Payable and Accrued Expenses $ 345,075 Operating Lease Liability $ 15,569 Deferred Revenue $ 64,696 Non-Current Operating Lease Liability $ 7,670 Total Liabilities assumed $ 433,010 Net Assets Acquired: $ 23,206,401 Net Assets Acquired (Excluding Goodwill): $ 913,634 Determination of the Fair Value of the Shares of Common Stock and Warrants Issued as Part of the Merger Consideration The Company determined the fair value of the shares of common stock issued on February 24, 2020 as part of the Merger Consideration by multiplying the stock closing price on January 7, 2020 ($2.75) by the number of common stock shares issued (3,900,455) in the Merger. January 7, 2020 was the date of entering into the Agreement and Plan of Merger. The Company determined the fair value of the warrants issued on February 24, 2020 as part of the Merger Consideration by using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 362%; risk-free interest rate of 1.55%; dividend yield of 0% and an expected term of 2.57 years. The expected future stock volatility was based on the historical volatility of Acquired Sales Corp.’s common stock price per share. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vested and the contractual term of the warrant. The values of the warrants were considered part of the Merger consideration. Allocation of Purchase Price to Goodwill The Company’s primary motivation for acquiring Lifted was to secure the exclusive services of Nicholas S. Warrender. Mr. Warrender founded Lifted in 2014 with $900, and since its inception has done a masterful job staying ahead of industry trends, navigating industry challenges and launching innovative, advanced branded products before competitors launched their branded products. Mr. Warrender is focused and relentless, and attracts many people who like his energy and creativeness and want to do business with him. In the Company’s opinion, Lifted’s customers do business with Lifted primarily because of Mr. Warrender; and, at the time of the Merger, Mr. Warrender was the only full time employee handling sales for Lifted. There were no other material identifiable intangible assets that were considered appropriate for recognition at the time of close. In a very significant sense, Lifted is Mr. Warrender, and Mr. Warrender is Lifted. This is why the Company recognized $22,292,767 of the total acquisition consideration paid in the Merger as being goodwill. OLCC Review of New Directors of the Company To our knowledge, our directors Nicholas S. Warrender, Kevin J. Rocio and Robert T. Warrender II still need to be formally approved by the Oregon Liquor Control Commission ("OLCC"), in light of the Company's ownership of common stock of distilled spirits manufacturers Bendistillery and Bend Spirits, Bend, Oregon. The Company has submitted to the OLCC Personal History Forms for Nicholas S. Warrender and Kevin J. Rocio, and to the Company’s knowledge, neither of Nicholas S. Warrender nor Kevin J. Rocio has any personal history that would disqualify him from serving as a director of the Company. The Company intends to submit to the OLCC Personal History Forms for Robert T. Warrender II, and to the Company’s knowledge Robert T. Warrender II does not have any personal history that would disqualify him from serving as a director of the Company. The Company would plan to consult with Oregon legal counsel in the event that the OLCC were to object to Nicholas S. Warrender, Kevin J. Rocio or Robert T. Warrender II serving as a director of the Company, a situation that the Company presently has no grounds to expect to occur. While no guarantee or assurance can be given as to the ultimate consequences in the event that the OLCC were to object to Nicholas S. Warrender, Kevin J. Rocio or Robert T. Warrender II serving as a director of the Company, the management of the Company believes that the worst case scenario in the event that the OLCC were to object to Kevin J. Rocio or Robert T. Warrender II serving as a director of the Company would involve Kevin J. Rocio or Robert T. Warrender II, as the case may be, being removed from the Board of Directors of the Company, and that the worst case scenario in the event that the OLCC were to object to Nicholas S. Warrender serving as a director of the Company would involve the Company being forced to sell the shares of common stock that the Company owns in Bendistillery Inc. and Bend Spirits, Inc., even if such a sale is at a loss. Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement Registration Rights Agreement In connection with the Merger, the Company signed a Registration Rights Agreement granting Nicholas S. Warrender, or his assigns, “piggyback” and “demand” registration rights in regard to any and all Company registration statements filed with the SEC on or prior to a termination date set out in the agreement, in order to permit the registration of all 3,900,455 shares of Common Stock issued to Mr. Warrender as Stock Consideration in the Merger ("Registrable Shares"). The Registration Rights Agreement can be summarized as follows: Subject to certain limitations, Mr. Warrender, or his assigns, may demand registration of all or any portion of the Registrable Shares at any time beginning on the 120 th No demand registration shall be required where in the judgment of the Company, its legal counsel, and/or SEC guidance and comments the registration would be deemed a primary offering pursuant to Securities Act Rule 415, which is interpreted by the SEC staff to prohibit registrations of stock for resale where the seller is deemed to be engaged in a primary offering of behalf of the issuer. The registration rights agreement shall terminate when no Registrable Shares remain outstanding. Secured Promissory Note At the closing of the Merger, the Company executed a secured promissory note of $3,750,000 payable to Nicholas S. Warrender (the “Promissory Note”) which can be summarized as follows: Interest on the Promissory Note shall be 2% per year. The maturity date of the Promissory Note is the earlier of (a) the date which is 30 days after the last day of the calendar quarter during which Lifted's aggregate EBITDA (aggregate earnings before interest, taxes, depreciation and amortization ) since the Closing Date of the Merger exceeds $7.5 million, or (b) the date which is the fifth anniversary of the closing date of the Merger. The Promissory Note shall have mandatory prepayments, subject to certain limitations, within five business days following the closing of any equity or debt capital raise by the Company or Lifted following the date of the Merger Agreement wherein Mr. Warrender is entitled to be paid at least 50% of the net proceeds of such capital raise toward a prepayment of the principal and accrued interest on the Promissory Note, excluding only the capital raise for the potential Wisconsin Acquisitions referred to in Section 5.23(a) of the Merger Agreement. See “Obligation to Pursue Two Opportunities” The Promissory Note is secured by (a) a first lien security interest in all of the assets of the Company and Lifted; and (b) a pledge of: (i) all of the capital stock of Lifted; (ii) all of the common stock of Bendistillery, Bend Spirits and Ablis that is owned by the Company; and (iii) all of the capital stock of any other entity owned by the Company, Lifted or any of their subsidiaries, pursuant to a Collateral Stock Pledge Agreement between Mr. Warrender, as Secured Party, and the Company and Lifted, as Pledgors. Stockholders Agreement At the closing of the Merger Agreement, our COO Nicholas S. Warrender, our CEO Gerard M. Jacobs, and our President and CFO William C. "Jake" Jacobs entered into a Stockholders Agreement which can be summarized as follows: each of them will vote all shares of our common stock now or hereafter owned or controlled by him as unanimously agreed upon by all three of them, including as to the following matters: election, removal and filling vacancies on our board of directors; our charter and bylaws; employment agreements, consulting agreements, fee agreements, base salaries, bonuses, management bonus pools amounts and calculations, management bonus pool allocations and payments, future stock options or warrants issuances, and any other direct or indirect compensation or benefits of any nature whatsoever; acquisitions; divestitures; and capital raises. Executive Employment Agreements At the closing of the Merger, the Company entered into employment agreements with Nicholas S. Warrender to serve as Co-Founder, Vice Chairman and Chief Operating Officer of the Company and as Chief Executive Officer of Lifted, with Gerard M. Jacobs, JD, to serve as Chairman, Chief Executive Officer and Secretary of the Company, and with William C. "Jake" Jacobs, CPA to serve as President, Chief Financial Officer and Treasurer of the Company (collectively the “Executive Employment Agreements”), which can be summarized as follows: Each of the Executive Employment Agreements is a "rolling" five year employment agreement wherein the executive's employment is effective and shall continue until the fifth anniversary of the commencement of such Executive Employment Agreement, unless terminated. Each of the Executive Employment Agreements shall be deemed to be automatically extended, upon the same terms and conditions, for additional periods of one year (extending the term of such Executive Employment Agreement to five years after each such extension date), unless either party provides written notice of such party’s intention not to extend the term of such Executive Employment Agreement at least 90 days’ prior to the applicable extension date. During the employment term, each executive shall devote substantially all of his business time and attention to the performance of his duties under his Executive Employment Agreement and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the board of directors of the Company; provided, that such executive shall be permitted to continue to participate as an officer of any corporation that owns real estate as of the date of his Executive Employment Agreement with the Company and that is owned by a family trust of which such executive is a grantor or beneficiary, and provided further that such executive, with the prior written consent of the board of directors of the Company shall be permitted to act as a director, trustee, committee member or principal of any type of business, civic or charitable organization and to purchase or own less than 5% of the publicly traded securities of any corporation provided, however, that such ownership represents a passive investment and that such executive is not a controlling person of, or a member of a group that controls, such corporation, and that such activities do not interfere with the performance of such executive's duties and responsibilities to the Company. The annual rate of each executive's base salary under his Executive Employment Agreement is $100,000. Each executive shall participate in the Company’s annual company-wide management bonus pool, which can be generally described as a cash set-aside for management bonuses of an amount equal to 33% of the amount (if any) by which the Company's actual annual consolidated EBITDA exceeds an annual consolidated EBITDA target amount that is mutually agreed upon between the Chairman of the Compensation Committee of the board of directors, on the one hand, and Nicholas S. Warrender, Gerard M. Jacobs and William C. "Jake" Jacobs, on the other hand, with the allocation of such management bonus pool to be determined by unanimous written agreement of such three executives. The Company will provide to each executive an employee benefits package including fully paid Blue Cross/Blue Shield or equivalent family health, vision and dental insurance. The Company will also provide to each executive prompt reimbursement for all documented business related expenses paid or incurred by such executive in connection with Acquired Sales, including but not limited to airfare, rail, taxi, rental cars, parking, tolls, gasoline for business trips, meals, entertainment, hotel, office supplies, mobile phone, internet, hotspot, and postage expenses. Each executive's employment may be terminated by either the Company or such executive at any time and for any reason, provided that any termination of such executive's employment by the Company without cause will trigger significant payment obligations by the Company to such executive. Impact of the Merger on Gerard M. Jacobs' and William C. "Jake" Jacobs' Compensation Agreement The Company entered into a Compensation Agreement dated as of June 19, 2019, with our CEO Gerard M. Jacobs and our President and CFO William C. "Jake" Jacobs. The material terms of the Compensation Agreement can be summarized as follows: (1) Starting during June 2019 until the closing of the Lifted Merger on February 24, 2020, we paid Gerard M. Jacobs and William C. "Jake" Jacobs consulting fees of $7,500 and $5,000 per month, respectively. Upon the closing of the Lifted Merger, we entered into Executive Employment Agreements with Gerard M. Jacobs and William C. "Jake" Jacobs as described in the section above entitled "Executive Employment Agreements"; (2) The closing of the Lifted Merger triggered obligations of the Company to pay cash bonuses to the Company's CEO Gerard M. Jacobs and the to the Company's President and CFO William C. "Jake" Jacobs of $250,000 and $100,000, respectively, which bonuses have not yet been paid, and which are due and payable upon demand; (3) Upon the earlier of December 1, 2020, or the first date when we have raised a total of at least $15 million after January 1, 2019, we will pay Gerard M. Jacobs and William C. "Jake" Jacobs cash bonuses of $250,000 and $100,000, respectively; (4) Upon the earlier of December 1, 2021, or the first date when we have raised a total of at least $25 million after January 1, 2019, we will pay Gerard M. Jacobs and William C. "Jake" Jacobs cash bonuses of $250,000 and $100,000, respectively; (5) The terms of Gerard M. Jacobs' stock options granted by us to purchase shares of common stock of AQSP which were set to expire (unless previously exercised) during November 2020 or during September 2021, respectively, have been extended so that all of such stock options may be exercised by Gerard M. Jacobs at any time on or before December 31, 2024; (6) We granted to Gerard M. Jacobs and to William C. "Jake" Jacobs so-called "tag along" registration rights for all of our shares owned by Gerard M. Jacobs, by William C. "Jake" Jacobs, or by any of their respective affiliates, and for all of our shares issuable to Gerard M. Jacobs, to William C. "Jake" Jacobs, or to any of their respective affiliates upon the exercise of his or their options or warrants to purchase shares of common stock of Acquired Sales; and (7) We issued to Gerard M. Jacobs and William C. "Jake" Jacobs five-year warrants containing a "cashless exercise" feature giving Gerard M. Jacobs and William C. "Jake" Jacobs (or his designee(s)) the right to purchase 250,000 and 225,000 shares, respectively, of common stock of Acquired Sales exercisable at $5.00 per share. Obligation to Pursue a Hemp Processing System Deal The Merger Agreement obligates us to use good faith efforts to pursue an opportunity in the cannabinoid industry. Nicholas S. Warrender's father, Robert Warrender II, has introduced us to a potential business opportunity to process CBD from hemp using a system that is currently undergoing proof of concept operational testing and that incorporates particular filtration and pump equipment and technology identified by Robert Warrender II. Robert Warrender II believes that this advanced hemp processing system has the potential to allow significantly higher throughput, and lower per unit costs of production. We have agreed to analyze the results of the proof of concept's construction, operating costs, and operating results. If such analysis is favorable and is approved by our Board in its discretion, then we will use good faith efforts to attempt to proceed forward, in a joint venture or other arrangement involving Robert Warrender II, with a project(s) consisting of one or more of such hemp processing systems, subject to various conditions including a capital raise associated therewith, and any equity compensation received by Robert Warrender II from the financing, construction, operation, leasing and/or sale of such project(s) shall be structured in the form of shares of common stock of Acquired Sales valued at the then-current trading price per share of common stock of Acquired Sales but in no event at higher than $5.00 per share of common stock of Acquired Sales. Post-Merger Business Our remaining funds are expected to be sufficient to allow us to pay the post-closing salaries of Gerard M. Jacobs, our CEO, and of William C. "Jake" Jacobs, our President and CFO during 2020, the fees and expenses of our securities lawyer and auditors during 2020, and certain other operational expenses. However, beyond those payments, our available capital is limited. We have not yet paid an aggregate of $350,000 of bonuses which are owed to Gerard M. Jacobs, our CEO, and William C. "Jake" Jacobs, our President and CFO, because we currently do not have the funds to do so. These bonuses are payable upon demand. Also, we do not have available capital to fund further acquisitions. Nevertheless, we still intend to continue post-closing our strategy of acquiring Canna-Infused Products Companies and potentially certain other companies and assets. In order to continue our acquisition strategy, we will need to raise a significant amount of additional capital to pay the cash portion of the consideration paid in our acquisitions, and to inject growth capital into the acquired companies. We anticipate that additional capital will need to be raised in some combination of the following: (1) Private placements of shares of our Series B Convertible Preferred Stock convertible at $5 per share; (2) Private placements of shares of newly declared series of convertible preferred stock convertible at to-be-negotiated price(s) per share, which may be significantly less than the current trading price per share of our common stock, depending upon the financial performance of Lifted, market conditions, and cannabinoid industry conditions; (3) Private placements of newly issued shares of our common stock, at to-be-negotiated price(s) per share, which may be significantly less than the current trading price per share of our common stock, depending upon the financial performance of Lifted, market conditions, and cannabinoid industry conditions; (4) Borrowings from banks or other third parties, which may not be available, or which may be expensive if available at all; (5) Structuring potential acquisitions either as all stock deals, or as a combination of stock plus notes; (6) Using cash flow generated by Lifted's business to pay the cash portion of merger consideration; and/or (7) Merging into Acquired Sales an entity or entities that have cash on hand or cash flow that would allow other acquisitions to be completed. |
NOTE 3 - BASIS OF PRESENTATION
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 3– BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Consolidated Financial Statements Use of Estimates Cash and Cash Equivalents The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. Notes Receivable Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – Accounts Receivable Inventory September 30, 2020 December 31, 2019 Raw Goods $ 551,876 $ - Finished Goods $ 102,633 $ - Total Inventory $ 654,509 $ - Monthly overhead costs such as payments for rent, utilities, insurance, and indirect labor are allocated to finished goods based on the estimated percentage cost toward the finished goods. The following were written off as obsolete inventory during the quarter ended September 30, 2020: 1) Raw goods used in the production of nicotine-infused e-liquid products; 2) Finished products containing nicotine e-liquid; 3) Raw goods formerly used for making certain hemp and hemp-derived products; 4) Finished products made for certain former private label clients containing hemp and hemp-derived products; and 5) Melted CBD-infused hard candies. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying finished goods that would no longer be sold; and 3) Valuing and expensing raw and finished goods that would no longer be sold. Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Security Deposit Investments Goodwill Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company will performits annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted. Revenue The Company recognizes revenue in accordance with ASC 606. Revenue Recognition on the Sale of Raw Materials to Customers The Company sells hemp flower, hemp-derived cannabinoids and other raw materials (“Raw Materials”) to various customers. The Company does not offer terms to customers buying Raw Materials. In the majority of sales of Raw Materials to customers, customers are required to pay the full price before receiving the Raw Materials. In some cases, with the sale of large quantities of Raw Materials to customers with whom the Company has established relationships, the Company may allow the customer to pay 50% of the purchase up front, and then, after delivery of the product, the customer is required to pay the remaining 50% of the purchase price. Revenue Recognition on the Sale of Products to Private Label Clients In the majority of cases, private label clients are required to pay up front for the goods that they order. If the private label client orders more than ten stock keeping units (“SKUs”) in an order, the Company will collect a down payment of at least 50% of the total purchase order, and then will collect the remaining amount upon delivery of the purchased goods. Revenue Recognition on the Sale of Lifted Liquids-Branded Products to Wholesalers, Distributors and End Users The Company sells its own branded products to distributors, which then sell Lifted’s products to vape and smoke shops, CBD stores, convenience stores, health food stores, and other outlets. The Company also sells its own branded products to wholesalers and directly to consumers online. The Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. Promotional and other allowances (variable consideration) recorded as a reduction to gross sales, primarily include consideration given to the Company’s distributors or retail customers including, but not limited to, discounted products. The Company’s promotional and other allowance accruals are established during the year for its anticipated liabilities. These accruals require management’s judgment. Differences between such estimated expenses and actual expenses for promotional and other allowance costs are recognized in earnings in the period such differences are determined. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on the Company’s historical experience. Described below are some of the reasons why acustomer may want to return an ordered item, and how the Company responds in each situation: 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. Historically, the scenarios described above have occurred infrequently, and occurrences have beenimmaterial.However, during the third quarter of 2020, the Company provided many replacements, and issued refunds or credits to many customers who purchased delta 8-THC gummies that melted in transit, and delta 8-THC nano drops that had separation issues. Disaggregation of Revenue Nearly all of the Company’s sales occur inside the United States of America. Contract Liabilities Amountsreceived from a customer before the purchased product is shipped to the customer is treated as deferred revenue. There was deferred revenue of $82,979at September30, 2020. Cost of Goods Sold Operating Expenses Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net Gain/(Loss) $ 95,823 $ (146,466) Net Loss $ (2,084,119) $ (1,087,721) Weighted Average Shares Outstanding 6,460,236 2,579,302 Weighted Average Shares Outstanding 5,747,569 2,527,576 Basic and Diluted Net Gain/(Loss) per Share $ 0.01 $ (0.06) Basic and Diluted Net Loss per Share $ (0.36) $ (0.43) At September30, 2020, there were outstanding options and warrants to purchase 1,586,619 shares of common stock exercisable at between $0.001 and $5.00 per share, (b) rights to purchase $1.00 warrants to purchase 2,625,000 shares of common stock exercisable at between $0.01 and $1.85 per share, (c) financing warrants to purchase 31,250 shares of common stock exercisable at $0.03 per share, (d) warrants to purchase 475,000 shares of common stock at $5.00 per share, and(e) warrants to purchase 1,820,000 shares of common stock at $5.00 per share. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock, except for an option to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.001 that was exercised by a director of the Company on October 27, 2020. However, all of them may be exercised at any time in the sole discretion of the holder except for certain rights to purchase warrants to purchase 1.25 million shares of our common stock, which are not exercisable until a performance contingency is met, and except for 745,000 of the 1,820,000 warrants exercisable at $5.00 per sharewhich are not yet vested and subject to certain performance contingencies. Also outstanding at September30, 2020was Series A Preferred Stock In comparison, at September 30, 2019, there were 4,211,019 stock options and warrants, and 31,250 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. The Company also had Series A Preferred Stock outstanding convertible into 6,615,000 shares of common stock. In addition, the Company had accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is effective for public business entities that meet the definition of a SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. Advertising and Marketing Expenses Compensated Absences Off Balance Sheet Arrangements Reclassifications |
NOTE 4 - RISKS AND UNCERTAINTIE
NOTE 4 - RISKS AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
NOTE 4 - RISKS AND UNCERTAINTIES | NOTE 4– RISKS AND UNCERTAINTIES Going Concern – No assurance or guarantee whatsoever can be given that the net income of the Company’s wholly-owned subsidiary Lifted Made will be sufficient to allow the Company to pay all of its operating expenses and the dividends accruing on the Company’s preferred stock.As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company currently has one revenue-generating subsidiary, Lifted Made. If and to the extent that the revenue generated by Lifted Made is not adequate to pay the Company’s operating expenses and the dividends accruing on its preferred stock, then Company management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing additional profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company. Concentration of Credit Risks |
NOTE 5 - THE COMPANY'S INVESTME
NOTE 5 - THE COMPANY'S INVESTMENTS IN ABLIS, BENDISTILLERY AND BEND SPIRITS | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
NOTE 5 - THE COMPANY'S INVESTMENTS IN ABLIS, BENDISTILLERY AND BEND SPIRITS | NOTE 5 – THE COMPANY’S INVESTMENTS The Company’s Investments in Ablis, Bendistillery and Bend Spirits On April 30, 2019, the Company purchased 4.99% of the common stock of each of Ablis Holding Company, Bendistillery Inc., and Bend Spirits, Inc. for an aggregate purchase price of $1,896,200. The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. Pursuant to US GAAP, the Company is obligated to periodically review its investments in Ablis, Bendistillery and Bend Spirits. During the fourth quarter of each year, the Company typically obtains the financial statements of Ablis, Bendistillery and Bend Spirits, which typically have been reviewed by a third party accounting firm, and the Company performs an annual impairment assessment.The Company’s investments are valued at cost less impairment, pursuant to ASC 321. The reviewed financial statements of these companies are not audited,the Company is not active in the management of these companies, and except for these companies’ annual meeting of its Board of Directors, the Company’s assessment of these companies is inherently limited to infrequent and relatively brief conversations with officers of these companies and to reviews of those reviewed financial statements. SmplyLifted LLC Acquired Sales Corp. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have partnered to create an equally-owned new entity called SmplyLifted LLC, whichwill begin selling non-tobacco nicotine pouches in several flavors and nicotine strengths. On September 22, 2020, SmplyLifted LLC was formed. Although SmplyLifted LLC was formed during the period ended September 30, 2020, no activity took place during the period ended September 30, 2020, and no operating agreement was executed until subsequent to period end. Please refer to“ NOTE 14 – SUBSEQUENT EVENTS |
NOTE 6 - PROPERTY AND EQUIPMENT
NOTE 6 - PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
NOTE 6 - PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and Equipment consist of the following: Asset Class September 30, 2020 December 31, 2019 Machinery & Equipment $ 90,643 $ - Leasehold Improvements $ 26,089 $ - Sub-total: $ 116,732 $ - Less: accumulated depreciation $ (9,534) $ - $ 107,198 $ - Estimated useful lives per asset class are: Asset Class Estimated Useful Life Machinery & Equipment 120 months Leasehold Improvements 48 months Depreciation expense of $4,675 was recognized during the three months ended September 30, 2020. Depreciation expense of $10,167was recognized during theperiod February 24, 2020 through September 30, 2020. |
NOTE 7 - NOTES RECEIVABLE
NOTE 7 - NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
NOTE 7 - NOTES RECEIVABLE | NOTE 7 – NOTES RECEIVABLE CBD Lion LLC On August 8, 2019, the Company made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”) in connection with the proposed Merger Agreement with Lion. Per the terms of the Note, if the Transaction did not close and the merger agreement were terminated, then the Loan was to be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement. The Merger Agreement was terminated by the Company on November 14, 2019 and the Note became payable. During December 2019, the principal of the Note was repaid by Lion down to $200,000, and Lion also paid the accrued interest on the Note of $6,945. Due to termination of the Merger Agreement, and per Section 5.15(b) of the Merger Agreement, as of December 31, 2019 the Company owed CBD Lion $31,500 for reimbursement of professional fees related to the audit of CBD Lion. This left Lion with a net balance owed to the Company of $168,500 as of December 31, 2019. On March 2, 2020, Lion and the Company agreed that the repayment of such $168,500 will be made in eleven equal monthly installments of principal due and payable by Lion to the Company on the first day of each calendar month starting on April 1, 2020, and that no additional interest will accrue. During the quarter ended March 31, 2020, The Company wrote off as bad debt interest of $2,006 that was receivable from the CBD Lion for the period January 1, 2020 through March 1, 2020. The Company calculated imputed interest receivable of $1,475from CBD Lion for the period March 2, 2020 through September 30, 2020. The William Noyes Webster Foundation, Inc. The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley (“Heatley”) is the founder and a member of the board of directors of the Foundation. Teaming Agreement Promissory Note Between April and July 2015, the Company loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850. The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis Dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note would be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest would be considered past due if the aforementioned payments were not received by their due dates. Uncollectable Note and Interest Receivable |
NOTE 8 - INTANGIBLE ASSETS, NET
NOTE 8 - INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 8 - INTANGIBLE ASSETS, NET | NOTE 8 – INTANGIBLE ASSETS, NET www.LiftedMade.com Website Goodwill Recognized in the Acquisition of Lifted – “ NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES” |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Commissions Paid Robert Warrender During the nine months ended September 30, 2020, $3,777 in commissions were paid to Robert Warrender, who is Nicholas S. Warrender’s brother. In 2019, $34,972 in commissions were paid to Robert Warrender. Vincent J. Mesolella During the nine months ended September 30, 2020, $172 in commissions were paid to Vincent J. Mesolella, who is Acquired Sales Corp.’s lead outside director. Shipping Costs Amounts Owed to Related Parties Amounts Owed to Gerard M. Jacobs At September 30, 2020, there was a management bonus payable of $250,000 owed to the Company's CEO Gerard M. Jacobs; there were no other payables owed to Gerard M. Jacobs. In comparison, at September 30, 2019, there was nothing owed to Gerard M. Jacobs. Amounts Owed to William C. “Jake” Jacobs At September 30, 2020, there was a management bonus payable of $100,000 owed to William C. “Jake” Jacobs; there were no other payables owed to William C. “Jake” Jacobs. In comparison, at September 30, 2019, there was nothing owed to William C. “Jake” Jacobs. Amounts Owed to Nicholas S. Warrender On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). As such,as of September 30, 2020,in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payableof $45,206 owed to Nicholas S. Warrender. |
NOTE 10 - DISTRIBUTIONS TO NICH
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER | NOTE 10 – DISTRIBUTIONS TO NICHOLAS S. WARRENDER Distributions to Nicholas S. Warrender to Cover the Income Taxes Owed by Nicholas S. Warrender in Regard to the Net Income of Lifted Prior to February 24, 2020 Pursuant to Section 5.11 of the Agreement and Plan of Merger by and among the Company, Lifted, Gerard M. Jacobs, William C. Jacobs, Warrender Enterprise Inc. and Nicholas S. Warrender dated January 7, 2020, certain Estimated Tax Distributions were to be made to Nicholas S. Warrender to cover estimated income tax obligations of Nicholas S. Warrender in regard to the net income of Warrender Enterprise Inc. during 2019 and during the short taxable year commencing on January 1, 2020 and ending on February 23, 2020, the date before the closing date of the Merger. The parties orally agreed that these Estimated Tax Distributions would be made to Nicholas S. Warrender as promptly as feasible following the closing date. On March 6, 2020, Lifted distributed a total of $193,767 of Estimated Tax Distributions based upon good faith estimates of such federal and state income tax obligations of Nicholas S. Warrender calculated by a third party tax preparation firm. |
NOTE 11 - SHAREHOLDERS- EQUITY
NOTE 11 - SHAREHOLDERS- EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
NOTE 11 - SHAREHOLDERS' EQUITY | NOTE 11– SHAREHOLDERS’ EQUITY Cancellation of Shares of Common Stock Prior to the closing of the Purchase, Ghourdjian and the Ghourdjian Trust orally expressed uncertainty as to whether or not certain of the Shares totaling 166,888 shares (the "166,888 Shares") had already been orally sold by Ghourdjian and the Ghourdjian Trust to a third party. With Ghourdjian and the Ghourdjian Trust being unable to find any evidence of such a sale of the 166,888 Shares but also being unable to locate the physical stock certificates evidencing the 166,888 Shares, the Settlement Agreement was written so that the Company purchased from Ghourdjian and the Ghourdjian Trust all of the Shares owned by Ghourdjian or by the Ghourdjian Trust, and stipulated that the aggregate number of the Shares without the 166,888 Shares was a minimum of 690,796 shares (the "690,796 Shares"). At the closing of the Purchase, the Company paid $50,000 for the Shares and Ghourdjian and the Ghourdjian Trust delivered to the Company certificates evidencing the 690,796 Shares. The 166,888 Shares continued to be shown on the books of Colonial Stock Transfer ("Colonial") as being owned by Ghourdjian and the Ghourdjian Trust. On April 2, 2020 the 166,888 Shares were cancelled. Issuance of Series A Convertible Preferred Stock The Company has authorized 400,000 shares of its Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted into 100 shares of common stock. The Series A Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series A Convertible Preferred Stock dividends are cumulative. The Series A Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Convertible Preferred Stock have no voting rights. The holders of the Series A Convertible Preferred Stock shall have voluntary conversion rights. Shares of Series A Convertible Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days. Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Convertible Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Convertible Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. On August 2, 2019, the Company filed a Form S-1 Series A Registration Statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted. The Series A Registration Statement has not yet been approved by the SEC. As of September 30, 2020, the Company has accrued a liability of $95,541 as dividends payable to holders of the Series A Convertible Preferred Stock. Dividends have been declared by the Board of Directors, and the Company fully intends on paying the annual dividends to the holders of the Series A Convertible Preferred Stock, and as such, the Company has accrued the liability on the Series A Convertible Preferred Stock. Issuance of Series B Convertible Preferred Stock The Company has authorized 5,000,000 shares of its Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock may be converted into one shares of common stock. The Series B Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series B Convertible Preferred Stock dividends are cumulative. The Series B Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $7.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series B Convertible Preferred Stock have no voting rights. The holders of the Series B Convertible Preferred Stock shall have voluntary conversion rights. Shares of Series B Convertible Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $9.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days. On June 28, 2019, we commenced a private placement to accredited investors, offering to sell up to 5,000,000 shares of Series B Convertible Preferred Stock convertible into 5,000,000 shares of our common stock at an exercise price of $5.00 per share. As of the date of this report, the Company has accepted subscriptions from four accredited investors to purchase 100,000 shares of Series B Convertible Preferred Stock for an aggregate purchase price of $500,000 in cash, convertible at the option of the holder into 100,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company. As of September 30, 2020, the Company has accrued a liability of $3,501 as dividends payable to holders of the Series B Convertible Preferred Stock. Dividends have been declared by the Board of Directors, and the Company fully intends on paying the annual dividends to the holders of the Series B Convertible Preferred Stock, and as such, the Company has accrued the liability on the Series B Convertible Preferred Stock. Convertible Preferred Stock Dividends Paid and Accrued AtSeptember 30, 2020,the Company recognized dividends payable of $95,541 to the Share-Based Compensation During the nine monthsended September 30, 2019, the Company recognized total stock compensation expense of $872,147. Of this total, $831,439 related to the value of 402,300 warrants to purchase unregistered shares of common stock of the Company, for the capital raised for the Company by brokers. $40,708 was the value of a total of 14,042 warrants to purchase unregistered shares of common stock of the Company, issued to two finders (7,021 warrants were issued to each finder)in regard to the purchase of 4.99% of the stock of Ablis. Stock Option and Warrant Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (Years) Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2019 2,992,869 (1) $ 0.97 3.47 $ 4,570,144 Warrants to Purchase Common Stock Issued in the Lifted Made merger during Q1 2020 (Currently Exercisable) 1,075,000 (1) Warrants to Purchase Common Stock Issued in the Lifted Made merger during Q1 2020 (not Currently Exercisable) 745,000 Warrants Issued to GJacobs and WJacobs during Q1 2020 (Currently Exercisable) 475,000 (1) Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2020 Sum of (1)s= 4,542,869 $ 2.35 4.16 $ 2,011,606 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2020 6,537,869 $ 2.56 4.21 $ 2,011,606 Upon the execution of Gerard M. Jacobs’ employment agreement on February 24, 2020, the terms of Gerard M. Jacobs’ stock options granted by the Company to purchase shares of common stock of the Company which were set to expire on November 4, 2020 and September 29, 2021 were extended so that all of such stock options may be exercised by Gerard M. Jacobs at any time on or before December 31, 2024. Gerard M. Jacobs owns 471,698 options that were originally set to expire on November 4, 2020, and 605,000 options that were originally to expire on September 29, 2021; the expiration dates for all of these options were extended to December 31, 2024. |
NOTE 12 - CONTINGENT CONTRACTUA
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | NOTE 12 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Operating Lease Right-of-Use Asset Lifted does not own any physical properties. Lifted’s corporate office, manufacturing facility and warehouse is located in Zion, Illinois,where Lifted has rented 3,300 square feet of space under a lease that terminatesJune 1, 2021. Lifted is currently temporarily using additional space located adjacent to its rented space and is making a monthly payment of $2,200 in lieu of rent therefor. As the Company's lease does not provide an implicit rate, the Company used an incremental borrowing rate based on the information provided by a banker in determining the present value of lease payments. The discount rate used in the computations was 5.5%. Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2020 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $30,977 in 2020 Non-Current Assets $ 12,379 Liability Balance Sheet Line September 30, 2020 Current Operating Lease Liability Current Liabilities $ 12,322 Lease Cost The table below summarizes the components of lease costs for the periodended September 30, 2020: September 30, 2020 Operating lease costs for July-September 2020. Please note: as described in Note 3, a portion of monthly overhead costs such as this rent are allocated to finished goods. Utility costs such as this rent are included in the total Selling, General and Administrative Expenses account. $ 4,800 Maturities of lease liabilities as of September 30, 2020 are as follows: Remaining lease payments in 2020 $ 4,800 Less: Interest for remaining 2020 fiscal year $ (127) Present value of lease liabilities $ 4,673 Minimum payments from October 1, 2020through the end of the lease on June 1, 2021 total $12,800. Processing Services Agreement Between the Company and Merkabah Labs LLC – On May 9, 2019, Lifted entered into a one year Processing Services Agreement with Merkabah Labs, LLC ("Merkabah Labs"). Pursuant to such Processing Services Agreement, among other things, Merkabah Labs agreed to produce and sell a water soluble CBD nano product to Lifted, and so long as Lifted was not in breach of certain specified minimum quantity purchase requirements, Lifted shall be Merkabah Labs' exclusive supplier of such product for the duration of the Processing Services Agreement. In addition, among other things, Lifted and Merkabah Labs each agreed in such Processing Services Agreement not to disclose, directly or indirectly, to any person or entity the other party's confidential information, and the receiving party agreed that is shall not use the other party's confidential information for its private benefit, but only in furtherance of the purposes of such Processing Services Agreement. Lifted has filed a lawsuit against Merkabah Labs, its majority owner Ryan Puddy, Merkabah Technologies, LLC, and Ralph L. Taylor III (collectively, the "defendants") alleging, among other things: that the defendants' orchestrated and deliberately misappropriated Lifted's confidential business, proprietary, and trade secret information, in breach of contract and breach of fiduciary duties; that the defendants wrongfully acquired, disclosed, and used Lifted's information through unauthorized access to Lifted's internal email communications and other improper means in violation of federal, state and common law; that defendants consciously conspired and deliberately pursued a fraudulent and malicious scheme to pick apart Lifted's business from within and steal Lifted's confidential business, proprietary, and trade secret information to further their own economic or corporate interests, to the detriment of Lifted; and that defendants knowingly benefitted from their colluded misappropriation of Lifted's confidential business, proprietary, and trade secret information, and unfair competition enabling defendants to quickly create a competing company using Lifted's resources and personnel and reap the associated awards in the marketplace without contributing or expending any of their own time, money, resources, knowledge or experience. Payment of Finders’ Fees Related to Ablis The Company has agreed to pay finders’ fees to two finders in regard to the potential purchase of an additional 15% of the stock of Ablis. The Company has agreed to pay those two finders additional warrants to purchase shares of common stock of the Company at an exercise price of $1 per share exercisable at any time on or before April 30, 2024; in the event that the Company closes on the purchase of up to an additional 15% of the common stock of Ablis, then the total amount of such warrants will be 2,814 unregistered shares of common stock of AQSP at an exercise price of $1 per share for each additional one percent of Ablis’ common stock so purchased (a maximum issuance of warrants to purchase an aggregate of 42,210 unregistered shares of common stock of the Company at an exercise price of $1 per share). Previously, on April 30, 2019, the Company issued warrants to purchase 14,042 unregistered shares of common stock of the Company, issued to the two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $40,708. Payment of Brokers’ Fees Related to the Sale of Preferred Stock The Company has committed to pay brokers’ fees in regard to the capital being raised for the Company by such brokers in the Company’s private placements of preferred stock, such fee to consist of warrants to purchase unregistered shares of common stock of the Company at an exercise price equal to the conversion price per share of such preferred stock, exercisable at any time during a five year period; the number of such shares will be calculated as six percent of the aggregate capital raised by such brokers in the private placement of preferred stock divided by the conversion price per share of such preferred stock. In 2019, warrants to purchase 402,900 unregistered shares of common stock of the Company were issued to these brokers. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $833,446. Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company The Compensation Committee of the Company's Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company. Amounts Payable to Gerard M. Jacobs and William C. Jacobs Gerard M. Jacobs has not historically received cash compensation, and, historically, the Company’s President and CFO William C. “Jake” Jacobs has worked for $5,000 per month. Effective as of June 19, 2019 through the earlier of the closing of the Company’s acquisition of CBD Lion LLC, which is now terminated or the closing of the Company’s acquisition of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) (“Lifted”), the Company has agreed to pay Gerard M. Jacobs and William C. “Jake” Jacobs consulting fees of $7,500 and $5,000 per month, respectively. In addition, upon the closing of the acquisition described herein, their salaries, equity incentives, expense reimbursements and bonuses will increase. There are also to be significant bonuses awarded to Gerard M. Jacobs and William C. “Jake” Jacobs for closing on the acquisition of Lifted, and upon the earlier of December 1, 2020 or the first date when the Company has raiseda total of at least $15 million, and upon the earlier of December 1, 2021 or the first date when the Company has raiseda total of at least $25 million, as described in the current report on Form 8-K, and its exhibit, filed with the SEC on or about June 25, 2019. Please note that as of December 31, 2019, the Company had not yet closed on its acquisition of Lifted, and the Company had not raised $15 million and $25 million, so no accruals for the bonuses triggered by these events had been made. As of February 24, 2020, the Company has closed on the acquisition of Lifted, and the bonuses triggered by the acquisition of Lifted have been accrued for but have not yet been paid. As of the date of this report on Form 10-Q, the Company has not yet raised $15 million or $25 million. Commissions on Sales Lifted has agreed to pay up to 7% commissionsto certain individuals, some of whom are affiliated with the Company and some of whom are relatives of affiliates of the Company, in connection with certain sales of Lifted’s products.Commissions are based upon the total purchase prices paid by the referrers’ customers, excluding shipping costs and any governmentally imposed taxes and fees, all of which must be paid by the referrers’ customers.Some of these agreements extend through December 31, 2040, and one extends through December 31, 2025. Commissions are paid on each purchase order of Lifted products received from and paid for by the referrers’ customers. In the Condensed Consolidated Statements of Operations, these commissions are included in the “Payroll, Consulting and Independent Contractor” totals. As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS |
NOTE 13 - LEGAL PROCEEDINGS
NOTE 13 - LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 13 - LEGAL PROCEEDINGS | NOTE 13 – LEGAL PROCEEDINGS The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Except for income tax contingencies, the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. Lifted currently is involved in two pending lawsuits, one as the plaintiff and one as the defendant: (a) Warrender Enterprise, Inc. d/b/a Lifted Liquids, a Wisconsin corporation, Plaintiff, v. Merkabah Labs, LLC, a Colorado limited liability company; Merkabah Technologies, LLC, a Colorado limited liability company; Ryan Puddy, an individual; and Ralph L. Taylor III, an individual, Defendants (United States District Court for the District of Colorado; Civil Action No. 1:20-cv-00155-SKC) (b) Martha, Edgar v. Lifted Liquids – During June 2020, Lifted entered into settlement agreements that were mutually acceptable to the parties which have resolved the following two lawsuits: (1) Mile High Labs, Inc., Plaintiff, v. Warrender Enterprise, Inc. d/b/a Lifted Liquids, Defendant (United States District Court for the District of Colorado (2) Accelerated Analytical, Inc., et al. v. Lifted Liquids, Inc. d/b/a Lifted Made, et al. On October 16, 2020, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: (1) Lifted Liquids, Inc., Plaintiff, v. Luxvoni LLC d/b/a Luxvoni Marketing Solutions; Does I through X, inclusive; and Roe Business Entities I through X, inclusive, Defendants (United States District Court for Clark County, Nevada; Civil Case No. A-20-817416-C) |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
NOTE 14 - SUBSEQUENT EVENTS | NOTE 14– SUBSEQUENT EVENTS Departure of Director Michael D. McCaffrey, J.D. As described in the Current Report on Form 8-K filed on October 13, 2020, Creation of SmplyLifted LLC As described in the press release issued on October 19, 2020, Acquired Sales Corp. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have partnered to create an equally-owned new entity called SmplyLifted LLC, which will begin selling non-tobacco nicotine pouches in several flavors and nicotine strengths. The nicotine pouches will initially come in variousflavorsand strengths of nicotine, and will be sold in plastic canisters containing 20 pouches. The canisters will be competitively priced, and are expected to be sold globally by retailers and direct to consumers online. Exercise of Options On October 27, 2020, a director of the Company exercised an option to purchase 25,000 shares of Acquired Sales Corp.’s common stock at an exercise price of $0.001 per share. SmplyLifted LLC Purchase Order Transaction On October 27, 2020, Lifted paid a vendor $200,000 on behalf of SmplyLifted LLC as a down payment on a purchase order of inventory. Later that same day, SmplyLifted LLC reimbursed Lifted for such $200,000. |
NOTE 3 - BASIS OF PRESENTATIO_2
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidated Financial Statements | Consolidated Financial Statements |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. |
Notes Receivable | Notes Receivable |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – |
Accounts Receivable | Accounts Receivable |
Inventory | Inventory September 30, 2020 December 31, 2019 Raw Goods $ 551,876 $ - Finished Goods $ 102,633 $ - Total Inventory $ 654,509 $ - Monthly overhead costs such as payments for rent, utilities, insurance, and indirect labor are allocated to finished goods based on the estimated percentage cost toward the finished goods. The following were written off as obsolete inventory during the quarter ended September 30, 2020: 1) Raw goods used in the production of nicotine-infused e-liquid products; 2) Finished products containing nicotine e-liquid; 3) Raw goods formerly used for making certain hemp and hemp-derived products; 4) Finished products made for certain former private label clients containing hemp and hemp-derived products; and 5) Melted CBD-infused hard candies. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying finished goods that would no longer be sold; and 3) Valuing and expensing raw and finished goods that would no longer be sold. |
Fixed Assets | Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. |
Security Deposit | Security Deposit |
Investments | Investments |
Goodwill | Goodwill Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company will performits annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted. |
Revenue | Revenue The Company recognizes revenue in accordance with ASC 606. Revenue Recognition on the Sale of Raw Materials to Customers The Company sells hemp flower, hemp-derived cannabinoids and other raw materials (“Raw Materials”) to various customers. The Company does not offer terms to customers buying Raw Materials. In the majority of sales of Raw Materials to customers, customers are required to pay the full price before receiving the Raw Materials. In some cases, with the sale of large quantities of Raw Materials to customers with whom the Company has established relationships, the Company may allow the customer to pay 50% of the purchase up front, and then, after delivery of the product, the customer is required to pay the remaining 50% of the purchase price. Revenue Recognition on the Sale of Products to Private Label Clients In the majority of cases, private label clients are required to pay up front for the goods that they order. If the private label client orders more than ten stock keeping units (“SKUs”) in an order, the Company will collect a down payment of at least 50% of the total purchase order, and then will collect the remaining amount upon delivery of the purchased goods. Revenue Recognition on the Sale of Lifted Liquids-Branded Products to Wholesalers, Distributors and End Users The Company sells its own branded products to distributors, which then sell Lifted’s products to vape and smoke shops, CBD stores, convenience stores, health food stores, and other outlets. The Company also sells its own branded products to wholesalers and directly to consumers online. The Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. Promotional and other allowances (variable consideration) recorded as a reduction to gross sales, primarily include consideration given to the Company’s distributors or retail customers including, but not limited to, discounted products. The Company’s promotional and other allowance accruals are established during the year for its anticipated liabilities. These accruals require management’s judgment. Differences between such estimated expenses and actual expenses for promotional and other allowance costs are recognized in earnings in the period such differences are determined. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on the Company’s historical experience. Described below are some of the reasons why acustomer may want to return an ordered item, and how the Company responds in each situation: 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. Historically, the scenarios described above have occurred infrequently, and occurrences have beenimmaterial.However, during the third quarter of 2020, the Company provided many replacements, and issued refunds or credits to many customers who purchased delta 8-THC gummies that melted in transit, and delta 8-THC nano drops that had separation issues. Disaggregation of Revenue Nearly all of the Company’s sales occur inside the United States of America. Contract Liabilities Amountsreceived from a customer before the purchased product is shipped to the customer is treated as deferred revenue. There was deferred revenue of $82,979at September30, 2020. |
Cost of Goods Sold | Cost of Goods Sold |
Operating Expenses | Operating Expenses |
Income Taxes | Income Taxes |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net Gain/(Loss) $ 95,823 $ (146,466) Net Loss $ (2,084,119) $ (1,087,721) Weighted Average Shares Outstanding 6,460,236 2,579,302 Weighted Average Shares Outstanding 5,747,569 2,527,576 Basic and Diluted Net Gain/(Loss) per Share $ 0.01 $ (0.06) Basic and Diluted Net Loss per Share $ (0.36) $ (0.43) At September30, 2020, there were outstanding options and warrants to purchase 1,586,619 shares of common stock exercisable at between $0.001 and $5.00 per share, (b) rights to purchase $1.00 warrants to purchase 2,625,000 shares of common stock exercisable at between $0.01 and $1.85 per share, (c) financing warrants to purchase 31,250 shares of common stock exercisable at $0.03 per share, (d) warrants to purchase 475,000 shares of common stock at $5.00 per share, and(e) warrants to purchase 1,820,000 shares of common stock at $5.00 per share. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock, except for an option to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.001 that was exercised by a director of the Company on October 27, 2020. However, all of them may be exercised at any time in the sole discretion of the holder except for certain rights to purchase warrants to purchase 1.25 million shares of our common stock, which are not exercisable until a performance contingency is met, and except for 745,000 of the 1,820,000 warrants exercisable at $5.00 per sharewhich are not yet vested and subject to certain performance contingencies. Also outstanding at September30, 2020was Series A Preferred Stock In comparison, at September 30, 2019, there were 4,211,019 stock options and warrants, and 31,250 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. The Company also had Series A Preferred Stock outstanding convertible into 6,615,000 shares of common stock. In addition, the Company had accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is effective for public business entities that meet the definition of a SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses |
Compensated Absences | Compensated Absences |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements |
Reclassifications | Reclassifications |
NOTE 2 - POST-MERGER INFORMAT_2
NOTE 2 - POST-MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Note 2 - Post-merger Information And Accounting Treatment Of Merger | |
Schedule of purchase price allocation | The following table presents the purchase price allocation: Consideration: Cash and cash equivalents $ 3,750,000 Note consideration $ 3,750,000 3,900,455 shares of unregistered common stock of the Company valued as of January 7, 2020 (date of entering into the Agreement and Plan of Merger) $ 10,726,251 Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share $ 4,980,150 Total merger consideration $ 23,206,401 Assets acquired: Cash and cash equivalents $ 619,390 Accounts Receivable $ 341,387 Inventory $ 267,474 Loan to Shareholder $ 9,000 Fixed Assets $ 80,003 Intangible Assets $ 4,444 Security Deposit $ 1,600 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $20,010 in 2020 and $17,336 in 2019 $ 23,346 Goodwill $ 22,292,767 Total assets acquired $ 23,639,411 Liabilities assumed: Accounts Payable and Accrued Expenses $ 345,075 Operating Lease Liability $ 15,569 Deferred Revenue $ 64,696 Non-Current Operating Lease Liability $ 7,670 Total Liabilities assumed $ 433,010 Net Assets Acquired: $ 23,206,401 Net Assets Acquired (Excluding Goodwill): $ 913,634 |
NOTE 3 - BASIS OF PRESENTATIO_3
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at September30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Raw Goods $ 551,876 $ - Finished Goods $ 102,633 $ - Total Inventory $ 654,509 $ - |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net Gain/(Loss) $ 95,823 $ (146,466) Net Loss $ (2,084,119) $ (1,087,721) Weighted Average Shares Outstanding 6,460,236 2,579,302 Weighted Average Shares Outstanding 5,747,569 2,527,576 Basic and Diluted Net Gain/(Loss) per Share $ 0.01 $ (0.06) Basic and Diluted Net Loss per Share $ (0.36) $ (0.43) |
NOTE 6 - PROPERTY AND EQUIPME_2
NOTE 6 - PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment consist of the following: Asset Class September 30, 2020 December 31, 2019 Machinery & Equipment $ 90,643 $ - Leasehold Improvements $ 26,089 $ - Sub-total: $ 116,732 $ - Less: accumulated depreciation $ (9,534) $ - $ 107,198 $ - |
Estimated useful lives | Estimated useful lives per asset class are: Asset Class Estimated Useful Life Machinery & Equipment 120 months Leasehold Improvements 48 months |
NOTE 11 - SHAREHOLDERS_ EQUITY
NOTE 11 - SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | The following is a summary of stock option and warrant activity as of September 30, 2020 and changes during the period then ended: Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (Years) Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2019 2,992,869 (1) $ 0.97 3.47 $ 4,570,144 Warrants to Purchase Common Stock Issued in the Lifted Made merger during Q1 2020 (Currently Exercisable) 1,075,000 (1) Warrants to Purchase Common Stock Issued in the Lifted Made merger during Q1 2020 (not Currently Exercisable) 745,000 Warrants Issued to GJacobs and WJacobs during Q1 2020 (Currently Exercisable) 475,000 (1) Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2020 Sum of (1)s= 4,542,869 $ 2.35 4.16 $ 2,011,606 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2020 6,537,869 $ 2.56 4.21 $ 2,011,606 |
NOTE 12 - CONTINGENT CONTRACT_2
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Operating Lease Assets and Liabilities | Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2020 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $30,977 in 2020 Non-Current Assets $ 12,379 Liability Balance Sheet Line September 30, 2020 Current Operating Lease Liability Current Liabilities $ 12,322 |
Lease Cost | The table below summarizes the components of lease costs for the periodended September 30, 2020: September 30, 2020 Operating lease costs for July-September 2020. Please note: as described in Note 3, a portion of monthly overhead costs such as this rent are allocated to finished goods. Utility costs such as this rent are included in the total Selling, General and Administrative Expenses account. $ 4,800 Maturities of lease liabilities as of September 30, 2020 are as follows: Remaining lease payments in 2020 $ 4,800 Less: Interest for remaining 2020 fiscal year $ (127) Present value of lease liabilities $ 4,673 |
NOTE 1 _ DESCRIPTION OF THE BUS
NOTE 1 – DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. (Details) - USD ($) | Apr. 14, 2020 | Apr. 20, 2020 | Feb. 24, 2020 | Apr. 30, 2019 | May 13, 2019 | Dec. 05, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 11, 2020 | Dec. 31, 2019 |
Stock Issued During Period, Shares, New Issues | 100,000 | 66,150 | ||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 6,615,000 | ||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 1,250,000 | 6,615,000 | ||||||||
Conversion price | $ 5 | |||||||||
Lawsuit expenses | $ 25,000 | |||||||||
Worker’s compensation claim description | Mr. Martha has expressed to Lifted’s attorney that Mr. Martha is inclined to settle the case for $5,000. However, there can be no assurance or guarantee that the case can be settled for $5,000, as the medical bills in the case are significant and Mr. Martha’s medical insurance carrier has refused coverage. | |||||||||
Proceeds from loan | $ 149,623 | $ 0 | ||||||||
Accrued interest | 45,206 | $ 0 | ||||||||
PPL Loan | ||||||||||
Accrued interest | $ 697 | |||||||||
EIDL | ||||||||||
Loan advance | $ 10,000 | |||||||||
Warrender Enterprise | ||||||||||
Cash | $ 3,750,000 | |||||||||
Secured promissory note | $ 3,750,000 | |||||||||
Stock Consideration | 3,900,455 | |||||||||
Unregistered common stock | 645,000 | |||||||||
Purchase of warrants | 1,820,000 | |||||||||
Share Price | $ 5 | |||||||||
Ablis | ||||||||||
Ownership interests | 4.99% | 4.99% | ||||||||
Purchase of warrants | 14,042 | |||||||||
Bend Spirits | ||||||||||
Ownership interests | 4.99% | |||||||||
Bendistillery | ||||||||||
Ownership interests | 4.99% | 4.99% | ||||||||
Subsequent Event | ||||||||||
Cash | $ 103,930 | |||||||||
Loans and grants | 427,544 | |||||||||
Subsequent Event | SmplyLifted LLC | ||||||||||
Investment | $ 200,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Conversion price | $ 9 | |||||||||
Accredited investors | Series A Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 66,150 | |||||||||
Stock Issued During Period, Value, New Issues | $ 6,615,000 | |||||||||
Number of preffered stock converted into common stock | 66,150 | |||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | |||||||||
Conversion price | $ 1 | |||||||||
Acquisition Process description | The Company is likely to structure future acquisitions as a purchase of 19.99% or less, or 100%, of a target company’s equity ownership interest, or as a so-called tax-free reorganization. | |||||||||
Accredited investors | Series B Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||||||
Number of preffered stock converted into common stock | 100,000 | |||||||||
Number of common stock issued | 100,000 | |||||||||
BMO Harris Bank | ||||||||||
Proceeds from loan | $ 149,622 | |||||||||
Maturity date | Apr. 14, 2022 | |||||||||
Interest rate | 1.00% |
NOTE 2 - POST-MERGER INFORMAT_3
NOTE 2 - POST-MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Issued During Period, Shares, New Issues | 100,000 | 66,150 | |
Base salary | $ 100,000 | ||
Compensation Agreement description | The Company entered into a Compensation Agreement dated as of June 19, 2019, with our CEO Gerard M. Jacobs and our President and CFO William C. "Jake" Jacobs. The material terms of the Compensation Agreement can be summarized as follows: (1) Starting during June 2019 until the closing of the Lifted Merger on February 24, 2020, we paid Gerard M. Jacobs and William C. "Jake" Jacobs consulting fees of $7,500 and $5,000 per month, respectively. Upon the closing of the Lifted Merger, we entered into Executive Employment Agreements with Gerard M. Jacobs and William C. "Jake" Jacobs as described in the section above entitled "Executive Employment Agreements"; (2) The closing of the Lifted Merger triggered obligations of the Company to pay cash bonuses to the Company's CEO Gerard M. Jacobs and the to the Company's President and CFO William C. "Jake" Jacobs of $250,000 and $100,000, respectively, which bonuses have not yet been paid, and which are due and payable upon demand; (3) Upon the earlier of December 1, 2020, or the first date when we have raised a total of at least $15 million after January 1, 2019, we will pay Gerard M. Jacobs and William C. "Jake" Jacobs cash bonuses of $250,000 and $100,000, respectively; (4) Upon the earlier of December 1, 2021, or the first date when we have raised a total of at least $25 million after January 1, 2019, we will pay Gerard M. Jacobs and William C. "Jake" Jacobs cash bonuses of $250,000 and $100,000, respectively; (5) The terms of Gerard M. Jacobs' stock options granted by us to purchase shares of common stock of AQSP which were set to expire (unless previously exercised) during November 2020 or during September 2021, respectively, have been extended so that all of such stock options may be exercised by Gerard M. Jacobs at any time on or before December 31, 2024; (6) We granted to Gerard M. Jacobs and to William C. "Jake" Jacobs so-called "tag along" registration rights for all of our shares owned by Gerard M. Jacobs, by William C. "Jake" Jacobs, or by any of their respective affiliates, and for all of our shares issuable to Gerard M. Jacobs, to William C. "Jake" Jacobs, or to any of their respective affiliates upon the exercise of his or their options or warrants to purchase shares of common stock of Acquired Sales; and (7) We issued to Gerard M. Jacobs and William C. "Jake" Jacobs five-year warrants containing a "cashless exercise" feature giving Gerard M. Jacobs and William C. "Jake" Jacobs (or his designee(s)) the right to purchase 250,000 and 225,000 shares, respectively, of common stock of Acquired Sales exercisable at $5.00 per share. | ||
Warrender Enterprise | |||
Secured promissory note | $ 3,750,000 | ||
Stock Consideration | 3,900,455 |
NOTE 2 - POST-MERGER INFORMAT_4
NOTE 2 - POST-MERGER INFORMATION AND ACCOUNTING TREATMENT OF THE MERGER : Purchase price allocation (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets acquired: | ||
Security Deposit | $ 1,600 | $ 0 |
Goodwill | 22,292,767 | $ 0 |
Merger | ||
Consideration: | ||
Cash and cash equivalents | 3,750,000 | |
Note consideration | 3,750,000 | |
3,900,455 shares of unregistered common stock of the Company valued as of January 7, 2020 (date of entering into the Agreement and Plan of Merger) | 10,726,251 | |
Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share | 4,980,150 | |
Total merger consideration | 23,206,401 | |
Assets acquired: | ||
Cash and cash equivalents | 619,390 | |
Accounts Receivable | 341,387 | |
Inventory | 267,474 | |
Loan to Shareholder | 9,000 | |
Fixed Assets | 80,003 | |
Intangible Assets | 4,444 | |
Security Deposit | 1,600 | |
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $20,010 in 2020 and $17,336 in 2019 | 23,346 | |
Goodwill | 22,292,767 | |
Total assets acquired | 23,639,411 | |
Liabilities assumed: | ||
Accounts Payable and Accrued Expenses | 345,075 | |
Operating Lease Liability | 15,569 | |
Deferred Revenue | 64,696 | |
Non-Current Operating Lease Liability | 7,670 | |
Total Liabilities assumed | 433,010 | |
Net Assets Acquired | 23,206,401 | |
Net Assets Acquired (Excluding Goodwill) | $ 913,634 |
NOTE 3 - BASIS OF PRESENTATIO_4
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
FDIC limit | $ 250,000 | $ 250,000 | |||
Allowances for bad debts | 90,790 | $ 0 | 90,790 | $ 0 | |
Fixed Assets capitalized | 2,500 | 2,500 | |||
Deferred revenue | 82,979 | 82,979 | $ 0 | ||
Cost of goods sold | 62,186 | ||||
Advertising and Marketing Expenses | $ 26,670 | $ 3,782 | $ 92,718 | $ 5,166 | |
Convertible Preferred Stock, Shares Reserved for Future Issuance | 1,250,000 | 6,615,000 | 1,250,000 | 6,615,000 | |
Stock issued for cash , Value | $ 500,000 | $ 6,615,000 | |||
Stock issued for cash , Shares | 100,000 | 66,150 | |||
Share Price | $ 5 | $ 5 | $ 5 | $ 5 | |
Aggregate purchase price | $ 450,000 | ||||
Subscriptions received | 90,000 | 90,000 | |||
Stock Option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,586,619 | 4,211,019 | |||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,625,000 | 4,211,019 | |||
Financing Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,250 | 31,250 | |||
Warrant1 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,820,000 | ||||
Warrant 2 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 475,000 |
NOTE 3 - BASIS OF PRESENTATIO_5
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Schedule of Inventory (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | ||
Raw Goods | $ 551,876 | $ 0 |
Finished Goods | 102,633 | 0 |
Total Inventory | $ 654,509 | $ 0 |
NOTE 3 - BASIS OF PRESENTATIO_6
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Text Block [Abstract] | ||||
Net Loss | $ 95,823 | $ (146,466) | $ (2,084,119) | $ (1,087,721) |
Weighted Average Shares Outstanding | 6,460,236 | 2,597,302 | 5,747,569 | 2,527,576 |
Basic and Diluted Loss per Share | $ 0.01 | $ (0.06) | $ (0.36) | $ (0.43) |
NOTE 4 - RISKS AND UNCERTAINT_2
NOTE 4 - RISKS AND UNCERTAINTIES (Details) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Bonus payable | $ 350,000 | $ 350,000 |
Lifteds sales | First Customer | ||
Concentration Risk, Percentage | 34.00% | |
Lifteds sales | Two Customers | ||
Concentration Risk, Percentage | 35.00% | |
Lifted purchased | Four Vendors | ||
Concentration Risk, Percentage | 74.00% | |
Lifted purchased | Two Vendors | ||
Concentration Risk, Percentage | 51.00% |
NOTE 5 - THE COMPANY_S INVESTME
NOTE 5 - THE COMPANY’S INVESTMENTS IN ABLIS, BENDISTILLERY AND BEND SPIRITS (Details) - Bendistillery - USD ($) | Sep. 30, 2020 | Apr. 30, 2019 |
Ownership interests | 4.99% | 4.99% |
Purchse price | $ 1,896,200 |
NOTE 6 - PROPERTY AND EQUIPME_3
NOTE 6 - PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,675 | $ 10,167 |
NOTE 6 - PROPERTY AND EQUIPME_4
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Gross Property and equipment | $ 116,732 | $ 0 |
Less: Accumulated depreciation | (9,534) | |
Net property and equipment | 107,198 | 0 |
Machinery and Equipment [Member] | ||
Gross Property and equipment | 90,643 | 0 |
Leasehold Improvements [Member] | ||
Gross Property and equipment | $ 26,089 | $ 0 |
NOTE 6 - PROPERTY AND EQUIPME_5
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Estimated useful lives (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Machinery and Equipment [Member] | |
Estimated Useful Life | |
Leasehold Improvements [Member] | |
Estimated Useful Life | 120 months |
NOTE 7 - NOTES RECEIVABLE (Deta
NOTE 7 - NOTES RECEIVABLE (Details) - USD ($) | Aug. 08, 2019 | Sep. 01, 2015 | Dec. 31, 2019 | Jul. 31, 2014 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 31, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2015 | Jul. 14, 2014 |
Bad debt expense | $ 94,251 | $ 0 | $ 121,887 | $ 0 | |||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | |||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||||
Note receivable payment | $ 602,500 | $ 135,350 | |||||||||
Advances | 600,000 | ||||||||||
Note Receivable | $ 737,850 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||||||||
Bad debt expense | $ 737,850 | ||||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Payment To Consultant | |||||||||||
Advances | $ 2,500 | ||||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Unfunded Portion of Note | |||||||||||
Debt Instrument, Face Amount | $ 897,500 | ||||||||||
William Noyes Webster Foundation Inc | Interest receivable {1} | |||||||||||
Bad debt expense | $ 97,427 | ||||||||||
CBD Lion | |||||||||||
Advances | $ 168,500 | ||||||||||
Loan | $ 300,000 | ||||||||||
Interest rate | 6.00% | ||||||||||
Payment of loan | 200,000 | ||||||||||
Accrued interest | 6,945 | 6,945 | |||||||||
Reimbursement of professional fees | $ 31,500 | ||||||||||
Bad debt written off | 2,006 | ||||||||||
Imputed interest receivable | $ 1,475 | $ 1,475 |
NOTE 8 - INTANGIBLE ASSETS, N_2
NOTE 8 - INTANGIBLE ASSETS, NET (Details) - USD ($) | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 973 | ||
Finite-Lived Intangible Asset, Useful Life | 32 months | ||
Goodwill | $ 22,292,767 | $ 22,292,767 | $ 0 |
NOTE 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Shipping Costs | $ 11,936 | $ 21,069 | ||
Warrender Enterprise | ||||
Cash | $ 3,750,000 | |||
Secured promissory note | $ 3,750,000 | |||
Stock Consideration | 3,900,455 | |||
Unregistered common stock | 645,000 | |||
Purchase of warrants | 1,820,000 | |||
Share Price | $ 5 | |||
Vincent J. Mesolella | ||||
Commissions Paid | 172 | |||
Nicholas S. Warrender | ||||
Promissory Note | 3,750,000 | 3,750,000 | ||
Accrued interest | 45,206 | 45,206 | ||
Robert Warrender | ||||
Commissions Paid | 3,777 | $ 34,972 | ||
Gerard M. Jacobs | ||||
Management bonus payable | 250,000 | 250,000 | ||
William C. Jacobs | ||||
Management bonus payable | $ 100,000 | $ 100,000 |
NOTE 10 - DISTRIBUTIONS TO NI_2
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Notes to Financial Statements | |
Total lifted distributed | $ 193,767 |
NOTE 11 - SHAREHOLDERS_ EQUIT_2
NOTE 11 - SHAREHOLDERS’ EQUITY (Details) - USD ($) | Nov. 04, 2020 | Apr. 02, 2020 | Sep. 29, 2021 | Feb. 14, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 13, 2019 | Dec. 05, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2019 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 66,150 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 6,615,000 | ||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 1,250,000 | 6,615,000 | 1,250,000 | 6,615,000 | ||||||||
Conversion price | $ 5 | $ 5 | ||||||||||
Share-based compensation | $ 0 | $ 37,961 | $ 1,393,648 | $ 872,147 | ||||||||
Estimated life | 2 years 6 months | |||||||||||
Estimated future volatility | 361.49% | |||||||||||
Number of common stock cancelled | 166,888 | |||||||||||
Settlement Agreement | ||||||||||||
Stock Issued During Period, Shares, New Issues | 166,888 | |||||||||||
Stock purchased for cash | $ 50,000 | |||||||||||
Payment for shares deliver | $ 50,000 | |||||||||||
Number of shares delivered | 690,796 | |||||||||||
Ablis | ||||||||||||
Ownership interests | 4.99% | 4.99% | 4.99% | |||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred Stock, shares authorized | 400,000 | 400,000 | ||||||||||
Issuance of Preferred Stock description | Each share of Series A Convertible Preferred Stock may be converted into 100 shares of common stock. The Series A Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series A Convertible Preferred Stock dividends are cumulative. The Series A Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. | |||||||||||
Dividends payable | $ 95,541 | $ 95,541 | ||||||||||
Cash dividends | $ 211,950 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Issuance of Preferred Stock description | Each share of Series B Convertible Preferred Stock may be converted into one shares of common stock. The Series B Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series B Convertible Preferred Stock dividends are cumulative. The Series B Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $7.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. | |||||||||||
Conversion price | $ 9 | $ 9 | ||||||||||
Dividends payable | $ 3,501 | $ 3,501 | ||||||||||
Cash dividends | 211,950 | |||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||||||||
Number of prefered stock converted into common stock | 5,000,000 | |||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 5,000,000 | 5,000,000 | ||||||||||
Conversion price | $ 5 | $ 5 | ||||||||||
James S. Jacobs | ||||||||||||
Share-based compensation | $ 733,530 | |||||||||||
Option expire | 471,698 | 605,000 | ||||||||||
Option expiration date | Dec. 31, 2024 | Dec. 31, 2024 | ||||||||||
Number of warants exercisable | 250,000 | |||||||||||
Exercisable price | $ 5 | |||||||||||
WJacobs | ||||||||||||
Share-based compensation | $ 660,177 | |||||||||||
Number of warants exercisable | 225,000 | |||||||||||
Exercisable price | $ 5 | |||||||||||
Accredited investors | Series A Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 66,150 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 6,615,000 | |||||||||||
Number of prefered stock converted into common stock | 66,150 | |||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | |||||||||||
Conversion price | $ 1 | |||||||||||
Accredited investors | Series B Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||||||||
Number of prefered stock converted into common stock | 100,000 | |||||||||||
Brokers | ||||||||||||
Number of warrants purchased | 402,300 | |||||||||||
Value of warrants purchased | $ 831,439 | |||||||||||
Finders | ||||||||||||
Number of warrants purchased | 40,708 | |||||||||||
Value of warrants purchased | $ 14,042 |
NOTE 11 - SHAREHOLDERS_ EQUITY_
NOTE 11 - SHAREHOLDERS’ EQUITY: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants at beginning | 2,992,869 | |
Warrants to Purchase Common Stock Issued in the Lifted Made merger (Currently Exercisable) | 1,075,000 | |
Warrants to Purchase Common Stock Issued in the Lifted Made merger (not Currently Exercisable) | 745,000 | |
Warrants Issued to GJacobs and WJacobs | 475,000 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding | 4,542,869 | 2,992,869 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants | 6,537,869 | |
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Exercise Price at beginning | $ 0.97 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price | 2.35 | $ 0.97 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Exercise Price at end | $ 2.56 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Remaining Term | 4 years 1 month 27 days | 3 years 5 months 20 days |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term | 4 years 2 months 16 days | |
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Intrinsic Value | $ 4,570,144 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | 2,011,606 | $ 4,570,144 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Intrinsic Value | $ 2,011,606 |
NOTE 12 - CONTINGENT CONTRACT_3
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 24, 2020shares | Apr. 30, 2019USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | |
Consulting fees | $ 275,149 | $ 45,000 | $ 598,115 | $ 82,500 | ||
Discount rate | 5.50% | 5.50% | ||||
Commissions on Sales Percentage | 7.00% | |||||
Operating Lease expenses | $ 2,200 | |||||
CBD Lion | ||||||
Capital raise | 15,000,000 | |||||
Warrender Enterprise | ||||||
Capital raise | $ 25,000,000 | |||||
Purchase of warrants | shares | 1,820,000 | |||||
Ablis | ||||||
Ownership interests | 4.99% | 4.99% | 4.99% | |||
Purchase of warrants | shares | 14,042 | |||||
Value of warrants purchsed | $ 40,708 | |||||
Ablis | ||||||
Percntage of common stock purchase | 0.15 | |||||
Additional Percntage of common stock purchase | 15.00% | |||||
Additional Warrants to purchase | shares | 2,814 | |||||
Maximum warrants issued | shares | 42,210 | |||||
Warrant Exercise price | $ / shares | $ 1 | |||||
William C. Jacobs | ||||||
Consulting fees | $ 5,000 | |||||
Cash compensation received | 5,000 | |||||
James S. Jacobs | ||||||
Consulting fees | $ 7,500 | |||||
Brokers | Warrant [Member] | ||||||
Purchase of warrants | shares | 402,900 | |||||
Value of warrants purchsed | $ 833,446 | |||||
Vincent J. Mesolella | ||||||
Commissions Paid | $ 172 |
NOTE 12 - CONTINGENT CONTRACT_4
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS : Operating Lease Assets and Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Operating Lease Right-of-Use Asset | $ 12,379 | $ 0 |
Current Operating Lease Liability | $ 12,322 | $ 0 |
NOTE 12 - CONTINGENT CONTRACT_5
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS : Lease Cost (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Disclosure Text Block [Abstract] | |
Operating lease costs | $ 4,800 |
Maturities of Lease Liabilities | |
Remaining lease payments in 2020 | 4,800 |
Less: Interest | (127) |
Present value of lease liabilities | $ 4,673 |
NOTE 13 - LEGAL PROCEEDINGS (De
NOTE 13 - LEGAL PROCEEDINGS (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lawsuit expenses | $ 25,000 |
Settlement expenses | $ 5,000 |
NOTE 14 - SUBSEQUENT EVENTS (De
NOTE 14 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | 1 Months Ended |
Oct. 27, 2020USD ($)$ / sharesshares | |
Option exercised | shares | 25,000 |
Exercise price | $ / shares | $ 0.001 |
Payment on behalf of related party | $ | $ 200,000 |