Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document and Entity Information: | ||
Registrant Name | ACQUIRED SALES CORP. | |
Registrant CIK | 0001391135 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2021 | |
Fiscal Year End | --12-31 | |
Tax Identification Number (TIN) | 87-0479286 | |
Number of common stock shares outstanding | 9,770,257 | |
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 | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Code | NV | |
Entity Address, Address Line One | 4227 Habana Ave. | |
Entity Address, Address Line Two | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32217 | |
City Area Code | 847 | |
Local Phone Number | 915-2446 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 830,091 | $ 439,080 |
Dividend Receivable from Bendistillery, Inc. | 0 | 2,495 |
Prepaid Expenses | 416,523 | 455,061 |
Loan to SmplyLifted LLC | 387,500 | 293,750 |
IL Income Tax Receivable | 0 | 2,715 |
Interest Receivable | 2,112 | 2,112 |
Note Receivable from CBD LION | 0 | 15,318 |
Accounts Receivable, net of allowance of $6,732 in 2021 and $5,743 in 2020 | 1,764,046 | 1,413,051 |
Inventory | 1,106,381 | 641,195 |
Deposit for Machinery and Equipment | 32,184 | 0 |
Other Current Assets | 1,891 | 0 |
Total Current Assets | 4,540,728 | 3,264,777 |
Goodwill | 22,292,767 | 22,292,767 |
Investment in Ablis | 399,200 | 399,200 |
Investment in Bendistillery and Bend Spirits | 1,497,000 | 1,497,000 |
Deposit for Girish GPO Distribution Agreement | 30,000 | 30,000 |
Investment in SmplyLifted LLC | 188,360 | 195,571 |
Fixed Assets, less accumulated depreciation of $43,390 in 2021 and $14,361 in 2020 | 225,482 | 135,391 |
Intangible Assets, less accumulated amortization of $1,807 in 2021 and $1,390 in 2020 | 2,637 | 3,054 |
Security and State Licensing Deposits | 2,800 | 1,600 |
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $12,337 in 2021 and $0 in 2020 | 1,468,071 | 0 |
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $35,650 in 2020 | 2,968 | 7,705 |
Total Assets | 30,650,014 | 27,827,065 |
Current Liabilities | ||
Finance Lease Liability | 20,922 | |
Operating Lease Liability | 2,954 | 7,670 |
Deferred Revenue | 1,374,475 | 1,096,120 |
Management Bonuses Payable - Related Party | ||
Management Bonus Payable - Related Party - Payable to William C. Jacobs | 100,000 | 100,000 |
Management Bonus Payable - Related Party - Payable to Gerard M. Jacobs | 250,000 | 250,000 |
Management Bonuses Payable - Related Party | 350,000 | 350,000 |
Company-Wide Management Bonus Pool | 342,947 | 0 |
Accounts Payable and Accrued Expenses | 868,860 | 639,479 |
Interest - Payable to William C. Jacobs | 986 | |
Interest - Payable to Gerald M. Jacobs | 2,466 | |
Interest - Payable to Nicholas S. Warrender | 82,603 | 64,110 |
Interest Payable - Related Party | 86,055 | 64,110 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 70,692 | 145,561 |
Series B Convertible Preferred Stock Dividends Payable | 3,254 | 5,782 |
Preferred Stock Dividends Payable | 73,947 | 151,343 |
Total Current Liabilities | 3,120,161 | 2,308,722 |
Non-Current Liabilities | ||
Paycheck Protection Program Loan | 149,623 | 149,623 |
Finance Lease Liability | 1,455,523 | 0 |
Notes Payable - Payable to Nicholas S. Warrender | 3,750,000 | 3,750,000 |
Total Non-Current Liabilities | 5,355,146 | 3,899,623 |
Total Liabilities | 8,475,306 | 6,208,345 |
Commitments and Contingencies | 0 | 0 |
Shareholders' Equity | ||
Preferred Stock Value | 73 | 166 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 9,835,236 shares issued and outstanding at March 31, 2021, and 6,485,236 shares issued and outstanding at December 31, 2020 | 9,835 | 6,485 |
Treasury Stock (Purchase of 36,000 shares of common stock at $0.95/share in 2021 and 36,000 shares of common stock at $0.95/share in 2020) | (68,400) | (34,200) |
Additional paid-in capital | 38,784,187 | 38,787,444 |
Accumulated Deficit | (16,550,988) | (17,141,175) |
Total Shareholders' Equity (Deficit) | 22,174,707 | 21,618,720 |
Total Liabilities and Shareholders' Equity | $ 30,650,014 | $ 27,827,065 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, allowance | $ 6,732 | $ 5,743 |
Accumulated depreciation | 43,390 | 14,361 |
Accumulated amortization | 1,807 | 1,390 |
Right-of-Use Asset Amortization | 40,388 | 35,650 |
Finance lease right-of-use asset amortization | $ 12,337 | $ 0 |
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 | 9,835,236 | 6,485,236 |
Common Stock, shares outstanding | 9,835,236 | 6,485,236 |
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 | 33,250 | 66,150 |
Preferred Stock, shares outstanding | 33,250 | 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 | 40,000 | 100,000 |
Preferred Stock, shares outstanding | 40,000 | 100,000 |
Common Stock | ||
Treasury stock shares | 36,000 | 36,000 |
Share price | $ 0.95 | $ 0.95 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net Sales | $ 3,353,270 | $ 370,424 |
Cost of Goods Sold | 1,707,523 | 198,109 |
Gross Profit | 1,645,747 | 172,315 |
Stock Compensation Expense | 0 | 1,393,648 |
Selling, General and Administrative Expenses | 56,464 | 24,703 |
Bank Charges and Merchant Fees | 66,570 | 0 |
Accrual for Company-Wide Management Bonus Pool | 342,947 | 0 |
Management Bonuses Owed Under Compensation Agreement | 0 | 350,000 |
Bad Debt | 977 | 728 |
Payroll, Consulting and Independent Contractor Expenses | 307,524 | 83,217 |
Professional Fees | 93,033 | 66,554 |
Advertising and Marketing | 52,027 | 10,286 |
Depreciation and Amortization | 41,783 | 1,877 |
Rent Expense | 5,430 | 0 |
Warehouse & Lab Expenses (too small to capitalize) | 18,500 | 0 |
Income/(Loss) From Operations | 660,493 | (1,758,698) |
Other Income/(Expenses) | ||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (7,211) | 0 |
Income from SmplyLifted for WCJ Labor | 1,072 | 0 |
Interest Expense | (36,347) | (7,605) |
Warehouse Buildout Credits | 600 | 0 |
Penalties | (450) | 0 |
Interest Income | 202 | 5,676 |
Total Other Income/(Expenses) | (42,134) | (1,929) |
Income/(Loss) Before Provision for Income Taxes | 618,359 | (1,760,627) |
Provision for Income Taxes | 0 | 0 |
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 618,359 | $ (1,760,627) |
Basic Net Income (Loss) per Common Share | $ 0.08 | $ (0.41) |
Diluted Net Income (Loss) per Common Share | $ 0.04 | $ (0.41) |
Weighted average number of common shares outstanding: | ||
Basic | 7,456,925 | 4,312,568 |
Diluted | 16,084,794 | 4,312,568 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) | Mar. 31, 2021 |
Income Statement [Abstract] | |
Membership interest in SmplyLifted LLC, percentage | 50.00% |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
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 | 166,150 | 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 | 166,150 | 6,627,124 | ||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 166 | $ 6,485 | $ (34,200) | 38,787,444 | (17,141,175) | 21,618,720 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 166,150 | 6,485,236 | 36,000 | |||
Series A Preferred Stock dividend payable | (24,855) | (24,855) | ||||
Series B Preferred Stock dividend payable | (3,316) | (3,316) | ||||
AQSP's January 8, 2021 purchase of 36,000 shares of common stock at $0.95 per share, for a total of $34,200, from an unrelated shareholder, Amount | $ (34,200) | (34,200) | ||||
AQSP's January 8, 2021 purchase of 36,000 shares of common stock at $0.95 per share, for a total of $34,200, from an unrelated shareholder, Shares | 36,000 | |||||
Conversions of Series A Convertible Preferred Stock to Common Stock, Amount | $ (33) | $ 3,290 | (3,257) | |||
Conversions of Series A Convertible Preferred Stock to Common Stock, Shares | (32,900) | 3,290,000 | ||||
Conversions of Series B Convertible Preferred Stock to Common Stock, Amount | $ (60) | $ 60 | ||||
Conversions of Series B Convertible Preferred Stock to Common Stock, Shares | (60,000) | 60,000 | ||||
Net Loss | 618,359 | 618,359 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021 | $ 73 | $ 9,835 | $ (68,400) | $ 38,784,187 | $ (16,550,988) | $ 22,174,707 |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 73,250 | 9,835,236 | 72,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net Income (Loss) | $ 618,359 | $ (1,760,627) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: | ||
Lifted Made's Portion of SmplyLifted's net loss in Q1 2021 | 7,211 | 0 |
Stock Compensation Expense | 0 | 1,393,648 |
Bad Debt Expense | 977 | 728 |
Depreciation and Amortization | 41,783 | 1,877 |
Spoiled and Written Off Inventory | 38,651 | 0 |
Effect on Cash of Changes in Operating Assets and Liabilities | ||
Accounts Receivable | (351,972) | (21,919) |
Sales Tax Receivable | 0 | (797) |
Sales Tax Refund Receivable | 0 | (41,290) |
Prepaid Expenses | 38,538 | (32,843) |
Dividend Receivable from Bendistillery, Inc. | 2,495 | 0 |
IL Income Tax Receivable | 2,715 | 0 |
Interest Receivable | 0 | (370) |
Inventory | (503,836) | 5,578 |
Other Current Assets | (3,091) | 0 |
Loan to Shareholder | 0 | 9,000 |
Trade Accounts Payable and Accrued Expenses | 562,610 | 110,284 |
Accounts Payable and Interest Payable to Related Parties | 31,663 | 0 |
Change in ROU Asset | 0 | 4,485 |
Change in Finance & Operating Lease Liabilities | 4,438 | (4,464) |
Deferred Revenue | 278,355 | (21,233) |
Net Cash Provided by (Used in) Operating Activities | 768,894 | (357,943) |
Cash Flows From Investing Activities | ||
Net Cash Paid as Part of Lifted Liquids, Inc. Acquisition | 0 | (3,130,610) |
Reduction of CBD Lion Note Receivable | 15,318 | 31,500 |
Net Purchase of Fixed Assets | (151,304) | (15,393) |
Loan to SmplyLifted LLC | (93,750) | 0 |
Net Cash Used in Investing Activities | (229,736) | (3,114,503) |
Cash Flows From Financing Activities | ||
Payments of Dividends to Series A Convertible Preferred Stock Holders | (99,725) | (89,700) |
Payments of Dividends to Series B Convertible Preferred Stockholders | (5,844) | 0 |
Purchase of Shares Held in Treasury | (34,200) | 0 |
Financing Cost - Repayment of Finance Lease Liability | (8,378) | 0 |
Net Cash Used in Financing Activities | (148,147) | (89,700) |
Net Increase/(Decrease) in Cash | 391,011 | (3,562,146) |
Cash and Cash Equivalents at Beginning of Period | 439,080 | 4,384,929 |
Cash and Cash Equivalents at End of Period | 830,091 | 822,783 |
Supplemental Cash Flow Information | ||
Cash Paid For Interest | 0 | 2 |
Cash Paid For Income Taxes | 0 | 0 |
Non-Cash Activities: | ||
Right-of-Use assets acquired from inception of Finance Leases | 1,480,408 | 0 |
Conversion of Series A and Series B Preferred Stock to Common Stock | $ 3,257 | $ 0 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 1 - Basis of Presentation and Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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-rolled hemp 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 distributing products containing nicotine. Our business has also involved selling and distributing hand sanitizer during the pendency of the COVID-19 pandemic. 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"). Lifted Made owns 50% of SmplyLifted LLC. 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. For more information, please refer to the section “ITEM 1. BUSINESS” above. 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 – SmplyLifted LLC is not publicly traded, and as such its financial instruments are Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accounts Receivable Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement Inventory March 31, 2021 December 31, 2020 Raw Goods $ 906,258 $ 500,657 Finished Goods $ 200,123 $ 140,538 Total Inventory $ 1,106,381 $ 641,195 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. During the quarter ended March 31, 2021, $16,472 of overhead costs were allocated to finished goods. During the quarter ended March 31, 2020, $8,313 of overhead costs were allocated to finished goods. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement The following were written off as obsolete inventory during the quarter ended March 31, 2021: 1) Various sizes of glass bottles; 2) Various packaging; 3) Raw ingredients; 4) Labels; and 5) Discontinued finished goods. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods (including packaging) 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 State Licensing Deposits Deposit on Machinery and Equipment Investments Investment in Ablis, Bendistillery and Bend Spirits Under US GAAP, the Company uses the cost method to account for our minority equity ownership interests in businesses in which the Company owns less than 20% of equity ownership, and have no substantial influence over the management of the businesses. Under the cost method of accounting, the Company reports the historical costs of the investments as assets on its balance sheet. However, US GAAP does not permit the consolidation of its financial statements with the financial statements of companies in which the Company owns minority equity ownership interests. US GAAP also requires the Company to record these types of investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As such, the Company will not be allowed to consolidate into its financial statements any portion of the revenues, earnings or assets of companies in which it owns minority equity ownership interests such as Ablis, Bendistillery and Bend Spirits. Moreover, even if there is evidence that the fair market values of the investments have increased above their historical costs, US GAAP does not allow increasing the recorded values of the investments. Under US GAAP, the only adjustments that may be made to the historical costs of the investments are write downs of the values of the investments, which must be made if there is evidence that the fair market values of the investments have declined to below the recorded historical costs. Investment in SmplyLifted LLC Lifted owns 50% of SmplyLifted LLC (“SmplyLifted”). The other 50% of SmplyLifted is owned by SMPLSTC LLC and its principals, who are located in Costa Mesa, California. Under US GAAP, the Company uses the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company records its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value is periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses. 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 performed its annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary. Please refer to “ NOTE 4 – THE COMPANY’S INVESTMENTS” 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 Typically, 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. 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 a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 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 been immaterial. 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 During the quarter ended March 31, 2021, all of the Company’s sales occurred inside of the United States of America. Contract Liabilities Amounts received from a customer before the purchased product is shipped to the customer is treated as deferred revenue. If cash is not received, an accounts receivable is recognized, but revenue is not recognized until an order is fully shipped. The amount of deferred revenue as of March 31,2021 and December, 31, 2020 was $1,374,475 and $1,096,120, respectively. Cost of Goods Sold Operating Expenses Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended March 31, 2020 2019 Net Income (Loss) $ 618,359 $ (1,760,627) Weighted Average Shares Outstanding: Basic 7,456,925 4,312,568 Diluted 16,084,794 4,312,568 Basic Net Income (Loss) per Share $ 0.08 $ (0.41) Diluted Net Income (Loss) per Share $ 0.04 $ (0.41) As of March 31, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,151,698 shares of common stock at $2.00 per share, (b) warrants to purchase 403,921 shares of common stock at $1 per share, (c) warrants to purchase 6,000 shares of common stock at $5 per share, (d) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, (e) financing warrants to purchase 31,250 shares of common stock at $0.03 per share, and (f) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. Regarding the aforementioned rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share: of these, rights to purchase warrants to purchase 1.25 million shares of our commons stock are not vested and are not exercisable until a performance contingency is met. Regarding the aforementioned warrants to purchase 2,295,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 1,650,000 shares of our common stock are vested, while the remaining warrants to purchase 645,000 shares of our common stock are not vested and are subject to certain conditions and requirements. At March 31, 2020, there were outstanding options to purchase 1,586,619 shares of common stock exercisable at between $0.001 and $2.00 per share, (b) rights to purchase 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 1,820,000 shares of common stock at $5.00 per share, and (e) and warrants to purchase 475,000 shares 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. 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 share which are not yet vested and subject to certain performance contingencies. Also outstanding at March 31, 2020 was Series A Preferred Stock 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. Because the Company does not currently have any cloud computing arrangements that include a software license, fees associated with any hosting element are expensed as incurred. 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 Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) January 1, 2019 through February 24, 2020 (acquisition date) (2) February 24, 2020 (acquisition date) to December 31, 2020 The foregoing disclosures of net sales and net earnings during those periods solely reflects Lifted’s financial results. Prior to its acquisition of Lifted on February 24, 2020, Acquired Sales Corp. had no sources of revenue, so the acquisition of Lifted was significant for Acquired Sales Corp. |
Note 2 - Selected Quarterly Fin
Note 2 - Selected Quarterly Financial Information | 3 Months Ended |
Mar. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Note 2 - Selected Quarterly Financial Information | NOTE 2 – SELECTED QUARTERLY FINANCIAL INFORMATION ACQUIRED SALES CORP. AND SUBSIDIARY LIFTED LIQUIDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Three Months Ended March 31, (Unaudited) December 31, (Unaudited) September 30, (Unaudited) 2021 2020 2020 2019 2020 2019 Net Sales $ 3,353,270 $ 370,424 $ 2,196,518 $ 0 $ 1,509,437 $ 0 Cost of Goods Sold 1,707,523 198,109 1,312,946 0 878,327 0 Gross Profit 1,645,747 172,315 883,572 0 631,110 0 Stock Compensation Expense - 1,393,648 0 2,007 0 37,961 Selling, General and Administrative Expenses 56,464 24,703 43,081 13,325 40,568 12,825 Accrual for Company-Wide Management Bonus Pool 342,947 - - - - - Management Bonuses Owed Under Compensation Agreement - 350,000 - - - - Bank Charges and Merchant Fees 66,570 27,824 30 14,702 90 Bad Debt 977 728 2,915 0 94,251 0 Payroll, Consulting and Independent Contractor Expenses 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 41,783 1,877 5,245 0 5,092 0 Rent Expense 5,430 - 8,388 0 6,747 0 Warehouse & Lab Expenses (too small to capitalize) 18,500 - 5,433 0 3,974 0 Income/(Loss) From Operations 660,493 (1,758,698) 475,641 (160,753) 113,722 (151,800) Other Income/(Expenses) Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) (7,211) - (4,429) - - - Income from SmplyLifted for WCJ Labor 1,072 - - - - - Settlement Income/Gain on Settlement - - 12,500 - - - Interest Expense (36,347) (7,605) (19,281) - (19,281) - Dividend Income - - 2,495 - - - Warehouse Buildout Credits 600 - 600 - 600 - Penalties (450) - - - - Gain on Forgiveness of Debt - - 81,272 - - - Interest Income 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) (42,134) (1,929) 73,890 12,369 (17,899) 5,334 Income/(Loss) Before Provision for Income Taxes 618,359 (1,760,627) 549,531 (148,384) 95,823 (146,466) Provision for Income Taxes - - - - - - Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders $ 618,359 $ (1,760,627) $ 549,531 $ (148,384) $ 95,823 $ (146,466) Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: Basic $ 0.08 $ (0.41) $ 0.06 $ (0.11) $ 0.01 $ (0.06) Diluted $ 0.04 $ (0.41) $ 0.02 $ (0.11) $ - $ (0.06) Weighted average number of common shares outstanding Basic 7,456,925 4,312,568 6,463,301 2,726,669 6,460,236 2,597,302 Diluted 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
Note 3 - Receipt Of Loans Under
Note 3 - Receipt Of Loans Under The Economic Injury Disaster Loan Program And The Paycheck Protection Program | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Note 3 - Receipt Of Loans Under The Economic Injury Disaster Loan Program And The Paycheck Protection Program | NOTE 3 – 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 of March 31, 2021 and December 31, 2020, Lifted had an accrual of $1,443 and $1,074, respectively, 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 applied for forgiveness of the PPP Loan in accordance with the terms of the PPP. As mentioned in NOTE 15 – SUBSEQUENT EVENTS |
Note 4 - Risks and Uncertaintie
Note 4 - Risks and Uncertainties | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 4 - Risks and Uncertainties | NOTE 4 - RISKS AND UNCERTAINTIES Going Concern – 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 is not able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company monitors its investments in Ablis, Bendistillery and Bend Spirits, and from time to time and will evaluate whether there has been a potential impairment of value. The COVID-19 pandemic and its ramifications, combined with the expenses and potential liabilities associated with litigation involving Lifted, combined with the regulatory risks and uncertainties associated with the cannabinoid-infused products, vaping and nicotine products industries, combined with the risks associated with internet hacking or sabotage, combined with the risks of employee and/or independent contractor disloyalty or theft of Company information and opportunities, have created significant adverse risks to the Company, which have caused substantial doubt about the Company’s ability to continue as a going concern. Also, the Company has Preferred Stock outstanding that is currently accruing dividends at the rate of 3% per year. Also, the Company has not yet paid an aggregate of $300,000 of bonuses owed to its CEO Gerard M. Jacobs, and William C. "Jake" Jacobs, President and CFO, because it currently does not have the funds to do so, and an additional aggregate of $350,000 of bonuses owed to them have been deferred until on or after January 1, 2021. These aggregate of $650,000 of bonuses are due and payable upon demand. In addition, factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, especially those related to CBD, CBG, CBN, delta-8-THC, delta-9-THC, nicotine products, vaping, vendor concentration risk, customer concentration risk, customer credit risk, and counterparty risk. The Company maintains levels of cash in a bank deposit account that, at times, may exceed federally insured limits. The Company has not experienced any losses in such account and it believes it is not exposed to any significant credit risk on cash. 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 During the quarter ended December 31, 2020, four customers made up approximately 50% of Lifted Made’s sales. During the period February 24, 2020 through December 31, 2020, five customers made up approximately 57% of Lifted’s sales. Regarding the purchases of raw goods and finished goods (“Supplies”), during the quarter ended December 31, 2020, approximately 75% of the Supplies that Lifted purchased were from seven vendors. During the period February 24, 2020 through December 31, 2020, approximately 61% of the Supplies that Lifted purchased were from five vendors. The loss of Lifted’s relationships with these vendors and customers could have a material adverse effect on Lifted’s business. |
Note 5 - The Company's Investme
Note 5 - The Company's Investments | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Note 5 - The Company's Investments | 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. On February 17, 2021, a telephonic meeting of the board of directors of Ablis, Bendistillery and Bend Spirits was held. During this meeting, the management of those companies reviewed the performance of Ablis, Bendistillery and Bend Spirits during calendar year 2020. Based upon the financial and non-financial information that was shared with Acquired Sales Corp. during that conference call, the management of Acquired Sales Corp. believes that no impairment of the value of Bendistillery, Bend Spirits or Ablis is warranted at this point in time. The information that was shared by the management of Ablis, Bendistillery and Bend Spirits included, among other things: a 17% increase in sales in 2020 compared to 2019 at Bendistillery, expansion of Bendistillery’s business from restaurants and bars to liquor stores, positive employee morale since none of Bendistillery’s sales team was laid off during the pandemic, new clients of Bend Spirits expected to come online in 2021, and positive sales trends during recent months at Ablis including more direct-to-consumer sales. Moreover, in Oregon, bars and restaurants opened up to 25% capacity on February 12, 2021; historically, most of Ablis’ sales have come from bars and restaurants. Also, a new 17,000 square foot building is being built at Bendistillery’s headquarters, and pasteurization, canning and packaging are expected to be brought in house once the building is operational later in 2021; by bringing pasteurization, canning and packaging in house, management expects to save manufacturing time and costs and to internalize the profits from those functions. Also, Ablis’ management finished re-branding the brand this year, has cut operational costs, is in the process of launching new functional beverages, and is in discussions with some multi-state distributors to distribute Ablis beverages. The Company’s Investment in Lifted Made The Company performed its annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary. The factors that led the Company to this conclusion include, among other things: continued growth in sales and profitability quarter-over-quarter, the launch of first-to-market, ground-breaking new products, the addition of more and more wholesalers and distributors nationwide, and continued positive publicity of Lifted. Lifted has also been limited in its production capacity due to the size of its facility in Zion, Illinois. With Lifted’s recent move into a much larger facility located in Kenosha, Wisconsin, Lifted should be able to produce a greater quantity of products to meet demand. SmplyLifted LLC Acquired Sales Corp. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have created an equally-owned new entity called SmplyLifted LLC, which has begun selling non-tobacco nicotine pouches in several flavors and nicotine strengths under the brand name FR3SH ( www.GETFR3SH.com ). On September 22, 2020, SmplyLifted LLC was formed. Lifted has a 50% membership interest in SmplyLifted LLC. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 December 31, 2020 Machinery & Equipment $ 119,638 $ 103,084 Leasehold Improvements - Zion $ 26,089 $ 42,381 Leasehold Improvements - Kenosha $ 111,509 $ - Furniture & Fixtures - Kenosha $ 11,636 $ 4,288 Sub-total: $ 268,872 $ 149,753 Less: accumulated depreciation $ (43,390) $ (14,361) $ 225,482 $ 135,392 During the first quarter of 2021, management re-evaluated the useful lives of its property and equipment and determined the useful lives per asset class to be: Asset Class Estimated Useful Life Machinery & Equipment 60 months Leasehold Improvements 60 months Furniture & Fixtures 60 months Depreciation expense of $29,029 was recognized during the three months ended March 31, 2021. Depreciation expense of $4,283 was recognized during the three months ended March 31, 2020. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
Note 7 - Notes Receivable
Note 7 - Notes Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 7 - Notes Receivable | NOTE 7 – NOTES RECEIVABLE SmplyLifted LLC At March 31, 2021, the Company had made shortfall loans to SmplyLifted LLC totaling $387,500, used primarily for the purchase of inventory. As of March 31, 2021, imputed interest receivable on the loans totaled $149. 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. All such eleven payments have been made by Lion through February 1, 2021. 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 $2,112 from CBD Lion for the period March 2, 2020 through December 31, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Note 8 - Intangible Assets, Net | NOTE 8 – INTANGIBLE ASSETS, NET www.LiftedMade.com Website The cost of developing Lifted’s website, www.LiftedMade.com, is being amortized over 32 months, and $417 in amortization related to the website was recognized during the quarter ended March 31, 2021. 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 election of a new board of directors and the subsequent 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 - 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. Post-Merger Shareholder Rights 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’s 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. Annual Fair Value Assessment on the Goodwill Recognized as Part of the Acquisition of Lifted The Company performed its annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary. The factors that led the Company to this conclusion include, among other things: continued growth in sales and profitability quarter-over-quarter, the launch of first-to-market, ground-breaking new products, the addition of more and more wholesalers and distributors nationwide, and continued positive publicity of Lifted. Lifted has also been limited in its production capacity due to the size of its facility in Zion, Illinois. With Lifted’s anticipated move into a much larger facility located in Kenosha, Wisconsin, Lifted should be able to produce a greater quantity of products to meet demand. |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Note 9 - Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS Commissions Paid Vincent J. Mesolella Neither Acquired Sales Corp. nor Lifted paid any commissions paid to Vincent J. Mesolella, Acquired Sales Corp.’s lead outside director, during the quarter ended March 31, 2021. During the year ended December 31, 2020, Lifted paid Vincent J. Mesolella commissions totaling $172, in connection with the sale of Lifted product arranged by him. Robert T. Warrender III During the quarter ended March 31, 2021, $2,072 in sales commissions were paid to Robert T. Warrender III, who is Nicholas S. Warrender’s brother. Shipping Costs Lifted shares a shipping account with a company operated by Nicholas S. Warrender’s father, Robert T. Warrender II, who is also a member of the board of directors of Acquired Sales Corp. Lifted does this in an effort to reduce shipping costs, as the shipper gives a price discount based on volume. Lifted reimburses Robert T. Warrender II for the cost of shipping. During the quarter ended March 31, 2021, Lifted reimbursed Robert T. Warrender II $41,902 in shipping costs. From February 24, 2020 (the date of closing on the acquisition of Lifted) through December 31, 2020, Lifted reimbursed Robert T. Warrender II $39,569 in shipping costs. Transactions with 95 th In Zion, Illinois, Lifted has rented 3,300 square feet of space under a lease that terminates on June 1, 2021. Lifted’s rented space in Zion, Illinois, is not adequate in light of various issues including zoning uncertainties, lack of air conditioning, and small size. Up until April 1, 2021, Lifted also temporarily used additional space located adjacent to its rented space in Zion, Illinois, and made payments in lieu of rent therefor. On December 18, 2020, Lifted as tenant entered into a Lease Agreement (the “Lease) with 95th Holdings, LLC (“Landlord”) for office, laboratory and warehouse space in a building located at 5511 95 th Lifted constructed improvements including a clean room, and gradually moved into the Kenosha Premises over the course of the first quarter of 2021. Under the terms of the “triple-net” Lease, starting on January 1, 2021, Lifted leased approximately 11,238 square feet at the Premises at $6.13 per square foot per year in base rent ($68,888.94 in 2021), which is subject to a 2% increase in base rent each year, plus certain operating expenses and taxes. The Lease will continue until midnight on the fifth Under the terms of the lease, the tenant, Lifted, has the option to purchase the property at any time prior to December 31, 2025, and in any event, Lifted is obligated to purchase the property on or before that date. Pursuant to the Lease, in all cases Lifted’s purchase price for the Premises shall be in an amount equal to the greater of: (1) the fair market value of the Premises at the time Lifted purchases the Premises; or (2) any remaining principal balance of any purchase-money mortgage for the Premises existing at the time of the closing of Lifted’s purchase, plus the corresponding amount identified in the Additional Purchase Price Schedule attached as Exhibit B to the Lease, which is an additional amount ranging between $300,000 and $375,000 based on the number of years that have passed between the commencement of the Lease and the purchase of the Premises by Lifted. Landlord is an entity owned by Nicholas S. Warrender, the Company’s Vice Chairman and COO, the CEO of Lifted, and the largest stockholder of the Company as beneficial owner of 3,900,455 common stock shares. Due to the potential conflict of interest, the terms and conditions of the Lease were negotiated on behalf of Lifted by Vincent J. Mesolella, the Lead Outside Director of the Company. Landlord and Lifted were represented by their own independent legal counsel in connection with the Lease. Under the terms of the Lease, Mr. Warrender is able to benefit through his entity 95th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted. During the quarter ended March 31, 2021, Lifted paid a total of $17,222.25 in rent to 95th Holdings, LLC. Transaction with SmplyLifted LLC On February 2, 2021, Lifted owed SmplyLifted $450; on February 10, 2021, Lifted paid SmplyLifted the $450. Amounts Owed to Related Parties Amounts Owed to SmplyLifted LLC As of March 31, 2021, Lifted owed SmplyLifted $9,719. Between April 1, 2021 and April 5, 2021, Lifted paid SmplyLifted the $9,719. Amounts Owed to Gerard M. Jacobs Due to the COVID-19 pandemic and for other reasons, the Company was not in a position to pay Gerard M. Jacobs, CEO, the $250,000 bonus that was to be paid to him on December 1, 2020, pursuant to the Compensation Agreement dated as of June 19, 2019. In recognition of this reality, the Company and Gerard M. Jacobs agreed that in lieu of such payment, upon the earlier of the date when Gerard M. Jacobs delivers to the Company written demand for payment which may not be sooner than January 1, 2021, or the first date when the Company has raised a total of at least $15 million after January 1, 2019, the Company shall pay Gerard M. Jacobs a cash bonus in the amount of $250,000 (the “Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs”); provided that (i) commencing on January 1, 2021, the cash bonus of $250,000 that was due and payable by the Company to Gerard M. Jacobs upon the closing of the Company’s acquisition of Lifted, which has not yet been paid and is payable upon demand by Gerard M. Jacobs, shall accrue interest until paid in full at the rate of 2% per year, and (ii) commencing on January 1, 2021, the Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs, which has not yet been paid and is payable upon demand by Gerard M. Jacobs on or after January 1, 2021, shall accrue interest until paid in full at the rate of 2% per year. As such, as of March 31, 2021, there was total interest of $2,466 payable to Gerard M. Jacobs related to the Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs and the bonus payable for closing on the Company’s acquisition of Lifted. At December 31, 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. Amounts Owed to William C. “Jake” Jacobs Due to the COVID-19 pandemic and for other reasons, the Company was not in a position to pay William C. “Jake” Jacobs, President and CFO, the $100,000 bonus that was to be paid to him on December 1, 2020, pursuant to the Compensation Agreement dated as of June 19, 2019. In recognition of this reality, the Company and William C. “Jake” Jacobs agreed that in lieu of such payment, upon the earlier of the date when William C. “Jake” Jacobs delivers to the Company written demand for payment which may not be sooner than January 1, 2021, or the first date when the Company has raised a total of at least $15 million after January 1, 2019, the Company shall pay William C. “Jake” Jacobs a cash bonus in the amount of $100,000 (the “Delayed December 1, 2020 Cash Bonus to William C. “Jake” Jacobs”); provided that (i) commencing on January 1, 2021, the cash bonus of $100,000 that was due and payable by the Company to William C. “Jake” Jacobs upon the closing of the Company’s acquisition of Lifted, which has not yet been paid and is payable upon demand by William C. “Jake” Jacobs, shall accrue interest until paid in full at the rate of 2% per year, and (ii) commencing on January 1, 2021, the Delayed December 1, 2020 Cash Bonus to William C. “Jake” Jacobs, which has not yet been paid and is payable upon demand by William C. “Jake” Jacobs on or after January 1, 2021, shall accrue interest until paid in full at the rate of 2% per year. As such, as of March 31, 2021, there was total interest of $986 payable to William C. “Jake” Jacobs related to the Delayed December 1, 2020 Cash Bonus to William C. “Jake” Jacobs and the bonus payable for closing on the Company’s acquisition of Lifted. At March 31, 2021, $2,681 in income tax previously erroneously paid by William C. Jacobs to the Illinois Department of Revenue during the year ended December 31, 2021, and refunded back to Lifted by the Illinois Department of Revenue in January 2021, was payable by Lifted to William C. Jacobs. At December 31, 2020, there was a management bonus payable of $100,000 owed by Acquired Sales Corp. to William C. “Jake” Jacobs. William C. Jacobs is the son of Gerard M. Jacobs, Chief Executive Officer of Acquired Sales Corp., and the nephew of director James S. Jacobs. Also at December 31, 2020, there was $12 in expense reimbursements owed by SmplyLifted LLC 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 March 31, 2021, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $82,603 owed to Nicholas S. Warrender. In comparison, as of December 31, 2020, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $64,110 owed to Nicholas S. Warrender. 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. Transactions with Corner Vapory Nicholas S. Warrender is a 50% owner in Corner Vapory, a vape shop, located in Kenosha, Wisconsin. During the quarter ended March 31, 2021, Corner Vapory purchased $0 worth of products from Lifted. In comparison, during the year ended December 31, 2020, Corner Vapory purchased $10,264 worth of products from Lifted. Corner Vapory is provided distributor pricing, similar to many other individual vape shops that are customers of Lifted. Transactions with Canna Vita Nicholas S. Warrender is a 50% owner in Canna Vita, a CBD shop, located in Kenosha, Wisconsin. During the quarter ended March 31, 2021, Canna Vita purchased $2,798 worth of products from Lifted, and Lifted recorded a receivable of $4,855 from Canna Vita as of March 31, 2021. In comparison, during the year ended December 31, 2020, Canna Vita purchased $8,939 worth of products from Lifted, and Lifted recorded a receivable of $1,839 from Canna Vita as of December 31, 2020. Canna Vita is provided distributor pricing, similar to many other individual vape shops that are customers of Lifted. Transactions with Squeez Juice Bar Squeez Juice Bar, located in Kenosha, Wisconsin, subleases space from Corner Vapory (a vape shop; 50% of which is owned by Nicholas S. Warrender; discussed above) and pays Corner Vapory a percentage of Squeez Juice Bar’s monthly revenue. Squeez Juice Bar sells certain of Lifted’s products; along with many other brands’ hemp-derived products. Lifted provides Squeez Juice Bar with distributor pricing, similar to many other individual shops that are customers of Lifted. During the quarter ended March 31, 2021, Squeez Juice Bar purchased $5,363--- worth of products from Lifted, and Lifted recorded a receivable of $0 from Squeez Juice Bar as of March 31, 2021. Financing Warrants As of December 31, 2018, a total of $30,791 had been borrowed by AQSP on such terms, and warrants to purchase 25,000 shares of common stock of AQSP had been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of AQSP had been issued to Gerard M. Jacobs. As of December 31, 2018, there was also a total of $1,381 in interest payable to Joshua A. Bloom and Gerard M. Jacobs, related to these borrowings. The warrants to purchase common stock that were issued to Joshua A. Bloom and Gerard M. Jacobs on July 16, 2018 and July 18, 2018 were valued using the Black-Scholes valuation model as of the date they were issued. The values of these warrants were fully expensed because the notes were payable upon demand. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on July 16, 2018 was $3,250. Gerard M. Jacobs’ warrants were issued to him on July 18, 2018, and the expense recognized related to the issuance of these warrants was $1,300. The warrants to purchase common stock that were issued to Gerard M. Jacobs on November 8, 2018, and to Joshua A. Bloom on November 12, 2018, were valued using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 465%; risk-free interest rates of 2.98% and 2.94%, respectively; dividend yield of 0% and an expected terms of 2.38 years and 2.37 years, respectively. The expected future stock volatility was based on the volatility of Acquired Sales Corp.’s historical stock prices. 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 vests and the contractual term of the warrant. The values of the warrants were fully expensed as of the date of issuance because they are payable upon demand. The expense recognized related to the issuance of the warrants to Gerard M. Jacobs on November 8, 2018 was $11,250. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on November 12, 2018 was $21,874. On January 7, 2019, Gerard M. Jacobs loaned to the Company $5,968. In exchange, a warrant to purchase 7,500 shares of common stock of AQSP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on January 7, 2019 was $10,949. On January 21, 2019, Gerard M. Jacobs loaned to the Company $804. In exchange, a warrant to purchase 1,250 shares of common stock of AQSP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on January 21, 2019 was $1,825. On February 6, 2019, Gerard M. Jacobs loaned to the Company $8,000. In exchange, a warrant to purchase 10,000 shares of common stock of AQSP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on February 6, 2019 was $13,999. On March 13, 2019, all of these borrowings and the related interest payable to Joshua A. Bloom and Gerard M. Jacobs was repaid. In total, $21,540 was paid to Joshua A. Bloom, and $26,628 was paid to Gerard M. Jacobs. |
Note 10 - Distributions to Nich
Note 10 - Distributions to Nicholas S. Warrender | 3 Months Ended |
Mar. 31, 2021 | |
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 | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 11 - Shareholders' Equity | NOTE 11 – SHAREHOLDERS’ EQUITY Stock Buy-back Transactions with a Non-Affiliate Stockholder On November 24, 2020, Acquired Sales Corp. purchased 36,000 shares of common stock of the Company from a non-affiliate stockholder in a private transaction for $0.95 per share for a total of $34,200. These shares are held in treasury. On January 8, 2021, Acquired Sales Corp. purchased 36,000 shares of common stock of the Company from a non-affiliate stockholder in a private transaction for $0.95 per share for a total of $34,200. These shares are held in treasury. 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 March 31, 2021 and December 31, 2020, the Company has accrued a liability of $ and $145,561, respectively, as dividends payable to holders of the Series A Convertible Preferred Stock. 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. 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 Convertible Preferred Stock for an aggregate purchase price of $500,000 in cash. These 100,000 shares of Series B Convertible Preferred Stock are convertible at the option of the holders 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 March 31, 2021 and December 31, 2020, the Company has accrued a liability of $ and $5,782, respectively as dividends payable to holders of the Series B Convertible Preferred Stock. 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. Share-Based Compensation There was no share-based compensation, stock option or warrant activity during the period ended March 31, 2021. The following is a summary of exercisable and outstanding options, rights to purchase warrants to purchase common stock, and financing warrants as of March 31, 2021: 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 Outstanding, March 31, 2021 4,517,869 $ 2.37 3.69 $ 23,198,015 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, March 31, 2021 6,512,869 $ 2.57 3.72 $ 32,123,015 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. Share-Based Compensation in 2019 During the year ended December 31, 2019, we issued warrants to purchase a total of 416,942 unregistered shares of our common stock at $1.00 per share to our investment bankers and finders. Using the Black-Scholes valuation model for each issuance, we recorded total share-based compensation expense of $874,154 for the issuances of these warrants. |
Note 12 - Contingent Contractua
Note 12 - Contingent Contractual Obligations and Commercial Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Note 12 - Contingent Contractual Obligations and Commercial Commitments | NOTE 12 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Operating and Finance Lease Right-of-Use Assets Lifted does not own any physical properties. Lifted’s corporate office, manufacturing facility and warehouse is a 11,238 square foot facility located in Kenosha, Wisconsin. Lifted started leasing this facility on January 1, 2021, and the lease terminates on January 1, 2026. The Kenosha facility is owned by an entity controlled by Nicholas S. Warrender. As the Company's lease does not provide an implicit rate, the Company used the same incremental borrowing rate used by the purchaser of the building in determining the present value of lease payments. The discount rate used in the computations was 3.6%. Under the terms of the lease, the tenant, Lifted, has the option to purchase the property at any time prior to December 31, 2025, and in any event, Lifted is obligated to purchase the property on or before that date. This lease is accounted for as a finance lease. Lifted also leases space in Zion, Illinois, where Lifted has rented 3,300 square feet of space under a lease that terminates June 1, 2021. This lease is accounted for as an operating lease. 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 March 31, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $40,388 in 2021 Non-Current Assets $ 2,968 Liability Balance Sheet Line March 31, 2021 Current Operating Lease Liability Current Liabilities $ 2,954 Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line March 31, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $12,337 in 2021 Non-Current Assets $ 1,468,071 Liability Balance Sheet Line March 31, 2021 Current Finance Lease Liability Current Liabilities $ 20,922 Non-Current Finance Lease Liability Non-Current Liabilities $ 1,455,523 Lease Costs The table below summarizes the components of lease costs for the following periods: Three Months Year Ended December 31, 2020 Finance Lease expense Amortization of Right-of-Use Assets $ 12,337 $ - Interest on lease liabilities 13,260 $ - Operating Lease Expense 4,800 $ 19,200 Total $ 30,397 $ 19,200 As described in Note 3, a portion of monthly overhead costs such as this lease expense are allocated to finished goods. Future maturities of Finance and Operating lease liabilities as of March 31, 2021 are as follows: Maturity Analysis as of March, 31, 2021: Finance Operating 2021 $ 56,083 $ 3,200 2022 70,267 0 2023 71,672 0 2024 73,106 0 2035 74,568 0 Thereafter 1,375,000 0 Total $ 1,720,696 $ 3,200 Less: Present value discount (244,250) (246) Lease Liability $ 1,476,446 $ 2,954 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. 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, as amended, 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. (3) Upon demand by Gerard M. Jacobs and William C. Jacobs on or after January 1, 2021, 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. Commissions on Sales Lifted has agreed to pay up to 7% commissions to 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 Consolidated Statements of Operations, these commissions are included in the “Payroll, Consulting and Independent Contractor” totals. As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS |
Note 13 - Legal Proceedings
Note 13 - Legal Proceedings | 3 Months Ended |
Mar. 31, 2021 | |
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 one pending lawsuit, as the defendant: (1) Martha, Edgar v. Lifted Liquids – During 2020, Lifted entered into settlement agreements that were mutually acceptable to the parties which have resolved the following four 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. (3) 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) (4) 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) As a result of the settlement agreements, the Company incurred aggregate settlement costs of $97,000. |
Note 14 - Company-wide Manageme
Note 14 - Company-wide Management Bonus Pool | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Note 14 - Company-wide Management Bonus Pool | NOTE 14 – COMPANY-WIDE MANAGEMENT BONUS POOL Pursuant to the employment agreements entered into between the Company and its three principal executives Gerard M. Jacobs, William C. “Jake” Jacobs, and Nicholas S. Warrender (individually, “Executive”), the Company is obligated to compensate management of the Company via a management bonus pool. For each fiscal year during the Employment Term, the Executive shall be eligible to be considered for an annual bonus (the "Annual Bonus") as part of a Company-wide management bonus pool arrangement. During the fourth quarter of each year, the Chairman of the Compensation Committee of the Board (the "Compensation Committee") shall recommend in writing a consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") target (each, a "Target") for the following year (the "Target Year"), which Target must be approved in writing by each of the following for as long as he remains employed by the Company: Gerard M. Jacobs, William C. Jacobs, and Nicholas S. Warrender (collectively, and with respect to each for only as long as he is an employee of the Company, the "Executive Management Group"). If the Chairman of the Compensation Committee does not recommend in writing a Target for a Target Year that is approved in writing by all of the members of the Executive Management Group prior to the commencement of the Target Year, then the Target for the Target Year shall be equal to the actual consolidated EBITDA of the Company and its subsidiaries during the then-current year (i.e., the year preceding the Target Year) as certified in writing by the Company's outside firm of independent certified public accountants. If the actual consolidated EBITDA of the Company and its subsidiaries during the Target Year as certified in writing by the Company's outside firm of independent certified public accountants exceeds the Target (the amount by which the actual consolidated EBITDA of the Company and its subsidiaries during the Target Year as certified in writing by the Company's outside firm of independent certified public accountants exceeds the Target, the "Excess Amount"), then cash equal to 33% of the Excess Amount shall be set aside by the Company as a cash management bonus pool (the "Bonus Pool"), and the amount of the Bonus Pool shall be allocated and paid out by the Company as bonuses or fees to the officers of the Company and its subsidiaries (and potentially, to directors or third parties who have significantly helped the Company and its subsidiaries during the Target Year), with the amount to be paid to each payee, including the amount of any Annual Bonus to be paid to the Executive, to be determined by unanimous written agreement of the Executive Management Group, in their sole discretion. The Executive expressly agrees and acknowledges that the amount of the Annual Bonus (if any) allocated and paid to the Executive as so determined by unanimous written agreement of the Executive Management Group shall be final, non-appealable, and binding upon the Executive, regardless of whether the Executive receives any Annual Bonus, and regardless of whether any Annual Bonus received by the Executive is higher or lower than any other person's bonus, under any and all circumstances whatsoever. The Company shall pay the Executive the Annual Bonus, if any, no later than March 15th of the year following the applicable Target Year.) In the event that there is funding for the Bonus Pool but the Executive Management Group does not reach a unanimous decision on Bonus allocations, then no annual bonus shall be paid. The Annual Bonus Pool would then be placed in escrow and the Executive Management Group would mediate. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Note 15 - Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Paydown of Bonus Payable to Gerard M. Jacobs On April 29, 2021, the Company paid Gerard M. Jacobs a portion ($50,000) of the bonus payable to Gerard M. Jacobs for closing on Lifted. Creation of LftdXSvg LLC As we announced on April 27, 2021, Lifted and privately-held Savage Enterprises, Irvine, California, have partnered to create an equally-owned new entity called LftdXSvg LLC to make and sell products containing hemp-derived THCV (tetrahydrocannabivarin). Payment Into Warrender Enterprise Inc.’s Illinois Department of Employment Security Unemployment Insurance Account On April 28, 2021, the Company paid $5,806 into Warrender Enterprise Inc.’s Illinois Department of Employment Security unemployment insurance account. The Company is trying to get this money moved into the Company’s Illinois Department of Employment Security unemployment insurance account, but there can be no assurance that this will happen, or when. Dissolution of Younite Corp. On April 21, 2021, Younite Corp. was dissolved. Forgiveness of the PPP Loan On April 20, 2021, the entire PPP Loan ($149,622) and the interest payable on the PPP Loan ($1,525) was forgiven by the SBA. Exercise of Warrant On April 14, 2021, a non-affiliate shareholder exercised his warrant to purchase 7,021 shares of unregistered common stock for $1 per share. |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation 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-rolled hemp 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 distributing products containing nicotine. Our business has also involved selling and distributing hand sanitizer during the pendency of the COVID-19 pandemic. 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"). Lifted Made owns 50% of SmplyLifted LLC. 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. For more information, please refer to the section “ITEM 1. BUSINESS” above. |
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 – SmplyLifted LLC is not publicly traded, and as such its financial instruments are Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Accounts Receivable | Accounts Receivable Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
Inventory | Inventory March 31, 2021 December 31, 2020 Raw Goods $ 906,258 $ 500,657 Finished Goods $ 200,123 $ 140,538 Total Inventory $ 1,106,381 $ 641,195 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. During the quarter ended March 31, 2021, $16,472 of overhead costs were allocated to finished goods. During the quarter ended March 31, 2020, $8,313 of overhead costs were allocated to finished goods. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement The following were written off as obsolete inventory during the quarter ended March 31, 2021: 1) Various sizes of glass bottles; 2) Various packaging; 3) Raw ingredients; 4) Labels; and 5) Discontinued finished goods. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods (including packaging) 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 – The Company has paid a security deposit to its lessor for the Company’s current office, manufacturing and warehouse space. |
State Licensing Deposits | State Licensing Deposits |
Deposit on Machinery and Equipment | Deposit on Machinery and Equipment |
Investments | Investments Investment in Ablis, Bendistillery and Bend Spirits Under US GAAP, the Company uses the cost method to account for our minority equity ownership interests in businesses in which the Company owns less than 20% of equity ownership, and have no substantial influence over the management of the businesses. Under the cost method of accounting, the Company reports the historical costs of the investments as assets on its balance sheet. However, US GAAP does not permit the consolidation of its financial statements with the financial statements of companies in which the Company owns minority equity ownership interests. US GAAP also requires the Company to record these types of investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As such, the Company will not be allowed to consolidate into its financial statements any portion of the revenues, earnings or assets of companies in which it owns minority equity ownership interests such as Ablis, Bendistillery and Bend Spirits. Moreover, even if there is evidence that the fair market values of the investments have increased above their historical costs, US GAAP does not allow increasing the recorded values of the investments. Under US GAAP, the only adjustments that may be made to the historical costs of the investments are write downs of the values of the investments, which must be made if there is evidence that the fair market values of the investments have declined to below the recorded historical costs. Investment in SmplyLifted LLC Lifted owns 50% of SmplyLifted LLC (“SmplyLifted”). The other 50% of SmplyLifted is owned by SMPLSTC LLC and its principals, who are located in Costa Mesa, California. Under US GAAP, the Company uses the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company records its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value is periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses. |
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 performed its annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary. Please refer to “ NOTE 4 – THE COMPANY’S INVESTMENTS” |
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 Typically, 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. 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 a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 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 been immaterial. 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 During the quarter ended March 31, 2021, all of the Company’s sales occurred inside of the United States of America. Contract Liabilities Amounts received from a customer before the purchased product is shipped to the customer is treated as deferred revenue. If cash is not received, an accounts receivable is recognized, but revenue is not recognized until an order is fully shipped. The amount of deferred revenue as of March 31,2021 and December, 31, 2020 was $1,374,475 and $1,096,120, respectively. |
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 March 31, 2020 2019 Net Income (Loss) $ 618,359 $ (1,760,627) Weighted Average Shares Outstanding: Basic 7,456,925 4,312,568 Diluted 16,084,794 4,312,568 Basic Net Income (Loss) per Share $ 0.08 $ (0.41) Diluted Net Income (Loss) per Share $ 0.04 $ (0.41) As of March 31, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,151,698 shares of common stock at $2.00 per share, (b) warrants to purchase 403,921 shares of common stock at $1 per share, (c) warrants to purchase 6,000 shares of common stock at $5 per share, (d) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, (e) financing warrants to purchase 31,250 shares of common stock at $0.03 per share, and (f) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. Regarding the aforementioned rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share: of these, rights to purchase warrants to purchase 1.25 million shares of our commons stock are not vested and are not exercisable until a performance contingency is met. Regarding the aforementioned warrants to purchase 2,295,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 1,650,000 shares of our common stock are vested, while the remaining warrants to purchase 645,000 shares of our common stock are not vested and are subject to certain conditions and requirements. At March 31, 2020, there were outstanding options to purchase 1,586,619 shares of common stock exercisable at between $0.001 and $2.00 per share, (b) rights to purchase 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 1,820,000 shares of common stock at $5.00 per share, and (e) and warrants to purchase 475,000 shares 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. 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 share which are not yet vested and subject to certain performance contingencies. Also outstanding at March 31, 2020 was Series A Preferred Stock |
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. Because the Company does not currently have any cloud computing arrangements that include a software license, fees associated with any hosting element are expensed as incurred. 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 |
Business Combinations and Consolidated Results of Operations and Outlook | Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) January 1, 2019 through February 24, 2020 (acquisition date) (2) February 24, 2020 (acquisition date) to December 31, 2020 The foregoing disclosures of net sales and net earnings during those periods solely reflects Lifted’s financial results. Prior to its acquisition of Lifted on February 24, 2020, Acquired Sales Corp. had no sources of revenue, so the acquisition of Lifted was significant for Acquired Sales Corp. |
Note 1 - Basis of Presentatio_3
Note 1 - Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Table Text Block Supplement [Abstract] | |
Schedule of inventory | Inventory consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Raw Goods $ 906,258 $ 500,657 Finished Goods $ 200,123 $ 140,538 Total Inventory $ 1,106,381 $ 641,195 |
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 months ended March 31, 2021 and 2020: For the Three Months Ended March 31, 2020 2019 Net Income (Loss) $ 618,359 $ (1,760,627) Weighted Average Shares Outstanding: Basic 7,456,925 4,312,568 Diluted 16,084,794 4,312,568 Basic Net Income (Loss) per Share $ 0.08 $ (0.41) Diluted Net Income (Loss) per Share $ 0.04 $ (0.41) |
Schedule of intangible assets and goodwill | During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) January 1, 2019 through February 24, 2020 (acquisition date) (2) February 24, 2020 (acquisition date) to December 31, 2020 |
Note 2 - Selected Quarterly F_2
Note 2 - Selected Quarterly Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | ACQUIRED SALES CORP. AND SUBSIDIARY LIFTED LIQUIDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Three Months Ended March 31, (Unaudited) December 31, (Unaudited) September 30, (Unaudited) 2021 2020 2020 2019 2020 2019 Net Sales $ 3,353,270 $ 370,424 $ 2,196,518 $ 0 $ 1,509,437 $ 0 Cost of Goods Sold 1,707,523 198,109 1,312,946 0 878,327 0 Gross Profit 1,645,747 172,315 883,572 0 631,110 0 Stock Compensation Expense - 1,393,648 0 2,007 0 37,961 Selling, General and Administrative Expenses 56,464 24,703 43,081 13,325 40,568 12,825 Accrual for Company-Wide Management Bonus Pool 342,947 - - - - - Management Bonuses Owed Under Compensation Agreement - 350,000 - - - - Bank Charges and Merchant Fees 66,570 27,824 30 14,702 90 Bad Debt 977 728 2,915 0 94,251 0 Payroll, Consulting and Independent Contractor Expenses 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 41,783 1,877 5,245 0 5,092 0 Rent Expense 5,430 - 8,388 0 6,747 0 Warehouse & Lab Expenses (too small to capitalize) 18,500 - 5,433 0 3,974 0 Income/(Loss) From Operations 660,493 (1,758,698) 475,641 (160,753) 113,722 (151,800) Other Income/(Expenses) Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) (7,211) - (4,429) - - - Income from SmplyLifted for WCJ Labor 1,072 - - - - - Settlement Income/Gain on Settlement - - 12,500 - - - Interest Expense (36,347) (7,605) (19,281) - (19,281) - Dividend Income - - 2,495 - - - Warehouse Buildout Credits 600 - 600 - 600 - Penalties (450) - - - - Gain on Forgiveness of Debt - - 81,272 - - - Interest Income 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) (42,134) (1,929) 73,890 12,369 (17,899) 5,334 Income/(Loss) Before Provision for Income Taxes 618,359 (1,760,627) 549,531 (148,384) 95,823 (146,466) Provision for Income Taxes - - - - - - Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders $ 618,359 $ (1,760,627) $ 549,531 $ (148,384) $ 95,823 $ (146,466) Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: Basic $ 0.08 $ (0.41) $ 0.06 $ (0.11) $ 0.01 $ (0.06) Diluted $ 0.04 $ (0.41) $ 0.02 $ (0.11) $ - $ (0.06) Weighted average number of common shares outstanding Basic 7,456,925 4,312,568 6,463,301 2,726,669 6,460,236 2,597,302 Diluted 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consist of the following: Asset Class March 31, 2021 December 31, 2020 Machinery & Equipment $ 119,638 $ 103,084 Leasehold Improvements - Zion $ 26,089 $ 42,381 Leasehold Improvements - Kenosha $ 111,509 $ - Furniture & Fixtures - Kenosha $ 11,636 $ 4,288 Sub-total: $ 268,872 $ 149,753 Less: accumulated depreciation $ (43,390) $ (14,361) $ 225,482 $ 135,392 |
Schedule of Estimated useful lives | During the first quarter of 2021, management re-evaluated the useful lives of its property and equipment and determined the useful lives per asset class to be: Asset Class Estimated Useful Life Machinery & Equipment 60 months Leasehold Improvements 60 months Furniture & Fixtures 60 months |
Note 8 - Intangible Assets, N_2
Note 8 - Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of assets and liabilities assumed | 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 11 - Shareholders' Equity
Note 11 - Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Table Text Block Supplement [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | The following is a summary of exercisable and outstanding options, rights to purchase warrants to purchase common stock, and financing warrants as of March 31, 2021: 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 Outstanding, March 31, 2021 4,517,869 $ 2.37 3.69 $ 23,198,015 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, March 31, 2021 6,512,869 $ 2.57 3.72 $ 32,123,015 |
Note 12 - Contingent Contract_2
Note 12 - Contingent Contractual Obligations and Commercial Commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line March 31, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $40,388 in 2021 Non-Current Assets $ 2,968 Liability Balance Sheet Line March 31, 2021 Current Operating Lease Liability Current Liabilities $ 2,954 Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line March 31, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $12,337 in 2021 Non-Current Assets $ 1,468,071 Liability Balance Sheet Line March 31, 2021 Current Finance Lease Liability Current Liabilities $ 20,922 Non-Current Finance Lease Liability Non-Current Liabilities $ 1,455,523 |
Schedule of lease cost | The table below summarizes the components of lease costs for the following periods: Three Months Year Ended December 31, 2020 Finance Lease expense Amortization of Right-of-Use Assets $ 12,337 $ - Interest on lease liabilities 13,260 $ - Operating Lease Expense 4,800 $ 19,200 Total $ 30,397 $ 19,200 |
Schedule Of Future Maturities Of Finance And Operating Lease Liabilities | Future maturities of Finance and Operating lease liabilities as of March 31, 2021 are as follows: Maturity Analysis as of March, 31, 2021: Finance Operating 2021 $ 56,083 $ 3,200 2022 70,267 0 2023 71,672 0 2024 73,106 0 2035 74,568 0 Thereafter 1,375,000 0 Total $ 1,720,696 $ 3,200 Less: Present value discount (244,250) (246) Lease Liability $ 1,476,446 $ 2,954 |
Note 1 - Basis of Presentatio_4
Note 1 - Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 22, 2020 | Apr. 30, 2019 | |
Ownership interests | 50.00% | ||||
FDIC limit | $ 250,000 | ||||
Allowances for bad debts | 6,732 | $ 5,743 | |||
Fixed Assets capitalized | 2,500 | ||||
Deferred revenue | 1,374,475 | $ 1,096,120 | |||
Cost of goods sold | $ 38,651 | ||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | ||||
Stock issued for cash , Value | $ 100,000 | $ 500,000 | |||
Advertising and Marketing Expenses | 52,027 | 10,286 | |||
Investment | 200,000 | ||||
Finished goods | $ 16,472 | $ 8,313 | |||
Ablis | |||||
Ownership interests | 4.99% | ||||
Bendistillery | |||||
Ownership interests | 4.99% | ||||
SmplyLifted LLC | |||||
Ownership interests | 50.00% | 50.00% | |||
Stock Option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,586,619 | 1,586,619 | |||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 403,921 | 2,625,000 | |||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,000 | ||||
Warrant [Member] | |||||
Unvested warrants | 1,250,000 | 745,000 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,625,000 | 1,820,000 | |||
Financing Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,250 | 31,250 | |||
Warrant [Member] | |||||
Unvested warrants | 645,000 | 1,820,000 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,295,000 | 475,000 | |||
Warrants vested | 1,650,000 |
Note 1 - Basis of Presentatio_5
Note 1 - Basis of Presentation and Significant Accounting Policies: Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Raw Goods | $ 906,258 | $ 500,657 |
Finished Goods | 200,123 | 140,538 |
Total Inventory | $ 1,106,381 | $ 641,195 |
Note 1 - Basis of Presentatio_6
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Text Block [Abstract] | ||
Net Loss | $ 618,359 | $ (1,760,627) |
Weighted Average Shares Outstanding: | ||
Basic | 7,456,925 | 4,312,568 |
Diluted | 16,084,794 | 4,312,568 |
Basic Net Income (Loss) per Share | $ 0.08 | $ (0.41) |
Diluted Net Income (Loss) per Share | $ 0.04 | $ (0.41) |
Note 1 - Basis of Presentatio_7
Note 1 - Basis of Presentation and Significant Accounting Policies: Intangible Assets and Goodwill (Details) - USD ($) | 10 Months Ended | 14 Months Ended | ||
Dec. 31, 2020 | [1] | Feb. 24, 2020 | [2] | |
Disclosure Text Block [Abstract] | ||||
Net Sales | $ 5,344,320 | $ 4,450,339 | ||
Net Earnings | $ 461,913 | $ 549,999 | ||
[1] | February 24, 2020 (acquisition date) to December 31, 2020 | |||
[2] | January 1, 2019 through February 24, 2020 (acquisition date) |
Note 2 - Selected Quarterly F_3
Note 2 - Selected Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Net Sales | $ 3,353,270 | $ 370,424 | ||||
Cost of Goods Sold | 1,707,523 | 198,109 | ||||
Gross Profit | 1,645,747 | 172,315 | ||||
Stock Compensation Expense | 0 | 1,393,648 | ||||
Selling, General and Administrative Expenses | 56,464 | 24,703 | ||||
Accrual for Company-Wide Management Bonus Pool | 342,947 | 0 | ||||
Bank Charges and Merchant Fees | 66,570 | 0 | ||||
Management Bonuses Owed Under Compensation Agreement | 0 | 350,000 | ||||
Bad Debt | 977 | 728 | ||||
Payroll, Consulting and Independent Contractor Expenses | 307,524 | 83,217 | ||||
Professional Fees | 93,033 | 66,554 | ||||
Advertising and Marketing | 52,027 | 10,286 | ||||
Depreciation and Amortization | 41,783 | 1,877 | ||||
Rent Expense | 5,430 | 0 | ||||
Warehouse & Lab Expenses (too small to capitalize) | 18,500 | 0 | ||||
Income/(Loss) From Operations | 660,493 | (1,758,698) | ||||
Other Income/(Expenses) | ||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (7,211) | 0 | ||||
Income from SmplyLifted for WCJ Labor | 1,072 | 0 | ||||
Settlement Income/Gain on Settlement | 0 | 0 | ||||
Interest Expense | (36,347) | (7,605) | ||||
Dividend Income | 0 | 0 | ||||
Warehouse Buildout Credits | 600 | 0 | ||||
Penalties | (450) | 0 | ||||
Interest Income | 202 | 5,676 | ||||
Total Other Income/(Expenses) | (42,134) | (1,929) | ||||
Income/(Loss) Before Provision for Income Taxes | 618,359 | (1,760,627) | ||||
Provision for Income Taxes | 0 | 0 | ||||
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 618,359 | $ (1,760,627) | ||||
Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: | ||||||
Basic | $ 0.08 | $ (0.41) | ||||
Diluted | $ 0.04 | $ (0.41) | ||||
Weighted average number of common shares outstanding: | ||||||
Basic | 7,456,925 | 4,312,568 | ||||
Diluted | 16,084,794 | 4,312,568 | ||||
Fourth Quarter | ||||||
Net Sales | $ 2,196,518 | $ 0 | ||||
Cost of Goods Sold | 1,312,946 | 0 | ||||
Gross Profit | 883,572 | 0 | ||||
Stock Compensation Expense | 0 | 2,007 | ||||
Selling, General and Administrative Expenses | 43,081 | 13,325 | ||||
Accrual for Company-Wide Management Bonus Pool | 0 | 0 | ||||
Bank Charges and Merchant Fees | 0 | 0 | ||||
Management Bonuses Owed Under Compensation Agreement | 27,824 | 30 | ||||
Bad Debt | 2,915 | 0 | ||||
Payroll, Consulting and Independent Contractor Expenses | 211,851 | 30,000 | ||||
Professional Fees | 80,810 | 114,431 | ||||
Advertising and Marketing | 22,384 | 960 | ||||
Depreciation and Amortization | 5,245 | 0 | ||||
Rent Expense | 8,388 | 0 | ||||
Warehouse & Lab Expenses (too small to capitalize) | 5,433 | 0 | ||||
Income/(Loss) From Operations | 475,641 | (160,753) | ||||
Other Income/(Expenses) | ||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (4,429) | 0 | ||||
Income from SmplyLifted for WCJ Labor | 0 | 0 | ||||
Settlement Income/Gain on Settlement | 12,500 | 0 | ||||
Interest Expense | (19,281) | 0 | ||||
Dividend Income | 2,495 | 0 | ||||
Warehouse Buildout Credits | 600 | 0 | ||||
Penalties | 0 | |||||
Gain on Forgiveness of Debt | 81,272 | 0 | ||||
Interest Income | 733 | 12,369 | ||||
Total Other Income/(Expenses) | 73,890 | 12,369 | ||||
Income/(Loss) Before Provision for Income Taxes | 549,531 | (148,384) | ||||
Provision for Income Taxes | 0 | 0 | ||||
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 549,531 | $ (148,384) | ||||
Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: | ||||||
Basic | $ 0.06 | $ (0.11) | ||||
Diluted | $ 0.02 | $ (0.11) | ||||
Weighted average number of common shares outstanding: | ||||||
Basic | 6,463,301 | 2,726,669 | ||||
Diluted | 16,040,170 | 2,726,669 | ||||
Third Quarter | ||||||
Net Sales | $ 1,509,437 | $ 0 | ||||
Cost of Goods Sold | 878,327 | 0 | ||||
Gross Profit | 631,110 | 0 | ||||
Stock Compensation Expense | 0 | 37,961 | ||||
Selling, General and Administrative Expenses | 40,568 | 12,825 | ||||
Accrual for Company-Wide Management Bonus Pool | 0 | |||||
Bank Charges and Merchant Fees | 0 | |||||
Management Bonuses Owed Under Compensation Agreement | 14,702 | 90 | ||||
Bad Debt | 94,251 | 0 | ||||
Payroll, Consulting and Independent Contractor Expenses | 275,149 | 45,000 | ||||
Professional Fees | 50,235 | 52,142 | ||||
Advertising and Marketing | 26,670 | 3,782 | ||||
Depreciation and Amortization | 5,092 | 0 | ||||
Rent Expense | 6,747 | 0 | ||||
Warehouse & Lab Expenses (too small to capitalize) | 3,974 | 0 | ||||
Income/(Loss) From Operations | 113,722 | (151,800) | ||||
Other Income/(Expenses) | ||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | 0 | 0 | ||||
Income from SmplyLifted for WCJ Labor | 0 | 0 | ||||
Settlement Income/Gain on Settlement | 0 | 0 | ||||
Interest Expense | (19,281) | 0 | ||||
Dividend Income | 0 | 0 | ||||
Warehouse Buildout Credits | 600 | 0 | ||||
Penalties | 0 | 0 | ||||
Gain on Forgiveness of Debt | 0 | 0 | ||||
Interest Income | 782 | 5,334 | ||||
Total Other Income/(Expenses) | (17,899) | 5,334 | ||||
Income/(Loss) Before Provision for Income Taxes | 95,823 | (146,466) | ||||
Provision for Income Taxes | 0 | 0 | ||||
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 95,823 | $ (146,466) | ||||
Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: | ||||||
Basic | $ 0.01 | $ (0.06) | ||||
Diluted | $ .00 | $ (0.06) | ||||
Weighted average number of common shares outstanding: | ||||||
Basic | 6,460,236 | 2,597,302 | ||||
Diluted | 6,460,236 | 2,597,302 |
Note 3 - Receipt Of Loans Und_2
Note 3 - Receipt Of Loans Under The Economic Injury Disaster Loan Program And Paycheck Protection Program (Details) - USD ($) | Apr. 14, 2020 | Apr. 20, 2021 | Apr. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued interest | $ 1,443 | $ 1,074 | |||
Subsequent Event | PPP Loan | |||||
Forgiveness of PPP Loan | $ 149,622 | ||||
Forgiveness of interest payable | $ 1,525 | ||||
EIDL [Member] | |||||
Repayment of loan | $ 10,000 | ||||
Gain on the forgiveness | $ 10,000 | ||||
BMO Harris Bank [Member] | |||||
Principal amount | $ 149,623 | ||||
Maturity date | Apr. 14, 2022 | ||||
Interest rate | 1.00% |
Note 4 - Risks and Uncertaint_2
Note 4 - Risks and Uncertainties (Details) - USD ($) | 3 Months Ended | 10 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Accumulated deficit | $ (16,550,988) | $ (17,141,175) | $ (17,141,175) | |
Prefered stock, dividend rate | 3.00% | |||
Accrued bonus | $ 300,000 | |||
Sales [Member] | ||||
Concentration Risk, Percentage | 8.00% | |||
Sales [Member] | Four Customers [Member] | ||||
Concentration Risk, Percentage | 50.00% | |||
Sales [Member] | Five Customers [Member] | ||||
Concentration Risk, Percentage | 57.00% | |||
Supplies | Seven Vendors [Member] | ||||
Concentration Risk, Percentage | 75.00% | |||
Supplies | Five Vendors [Member] | ||||
Concentration Risk, Percentage | 53.00% | 61.00% | ||
Subsequent Event | ||||
Accrued bonus | $ 350,000 |
Note 5 - The Company's Invest_2
Note 5 - The Company's Investments (Details) - USD ($) | Mar. 31, 2021 | Sep. 22, 2020 | Apr. 30, 2019 |
Ownership interests | 50.00% | ||
Investment | $ 200,000 | ||
Bendistillery | |||
Ownership interests | 4.99% | ||
Purchse price | $ 1,896,200 | ||
SmplyLifted LLC | |||
Ownership interests | 50.00% | 50.00% |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 29,029 | $ 4,283 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment, Net: Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Gross Property and equipment | $ 268,872 | $ 149,753 |
Less: Accumulated depreciation | (43,390) | (14,361) |
Net property and equipment | 225,482 | 135,391 |
Machinery and Equipment [Member] | ||
Gross Property and equipment | 119,638 | 103,084 |
Leasehold Improvements - Zion [Member] | ||
Gross Property and equipment | 26,089 | 42,381 |
Leasehold Improvements - Kenosha [Member] | ||
Gross Property and equipment | 111,509 | 0 |
Furniture and Fixtures - Kenosha[Member] | ||
Gross Property and equipment | $ 11,636 | $ 4,288 |
Note 6 - Property and Equipme_5
Note 6 - Property and Equipment, Net: Estimated useful lives (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Machinery and Equipment [Member] | |
Estimated Useful Life | 60 months |
Leasehold Improvements [Member] | |
Estimated Useful Life | 60 months |
Furniture and Fixtures [Member] | |
Estimated Useful Life | 60 months |
Note 7 - Notes Receivable (Deta
Note 7 - Notes Receivable (Details) - USD ($) | Aug. 08, 2019 | Sep. 01, 2015 | Dec. 31, 2019 | Jul. 31, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Jul. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2015 | Jul. 14, 2014 |
Bad debt expense | $ 977 | $ 728 | ||||||||
Imputed interest receivable | 149 | |||||||||
Loan to SmplyLifted LLC | 387,500 | $ 293,750 | ||||||||
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 | Unfunded Portion of Note | ||||||||||
Debt Instrument, Face Amount | $ 897,500 | |||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Payment To Consultant | ||||||||||
Advances | $ 2,500 | |||||||||
William Noyes Webster Foundation Inc | Interest receivable {1} | ||||||||||
Bad debt expense | $ 97,427 | |||||||||
CBD Lion | ||||||||||
Advances | $ 168,500 | |||||||||
Bad debt expense | $ 2,006 | |||||||||
Loan | $ 300,000 | |||||||||
Interest rate | 6.00% | |||||||||
Payment of loan | 200,000 | |||||||||
Accrued interest | 6,945 | |||||||||
Reimbursement of professional fees | $ 31,500 | |||||||||
Imputed interest receivable | $ 2,112 |
Note 8 - Intangible Assets, N_3
Note 8 - Intangible Assets, Net (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Feb. 24, 2020 | Feb. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Amortization expenses | $ 417 | $ 1,390 | ||
Finite-Lived Intangible Asset, Useful Life | 32 months | |||
Ownership, percentage | 50.00% | |||
Common Stock, Voting Rights | The voting rights in the combined entity, the Company observes that: (1) the voting rights held by the Company’s outstanding common stock, options and warrants, and convertible securities represented a total of 13,684,538 shares on a fully diluted basis; and (2) the voting rights held by the Company’s outstanding common stock, options and warrants, convertible securities, 3,900,455 shares of common stock issued to Nicholas S. Warrender, 645,000 shares of deferred contingent common stock issued in the merger, and the 1,820,000 warrants granted in the merger, represented a total of 20,049,993 shares on a fully diluted basis. Consequently, the existing shareholders of the Company owned 68% of the merged entity on a fully diluted basis. Note: many of the 645,000 shares of deferred contingent stock and many of the 1,820,000 warrants granted in the transaction were issued to current officers and directors of the Company, and, pursuant to the Compensation Agreement dated June 19, 2019, as a result of the Company’s closing of the acquisition of Lifted, Gerard M. Jacobs and William C. Jacobs were awarded warrants to purchase 250,000 and 225,000 shares of common stock of the Company at $5.00 per share, respectively, so the existing shareholders of the Company actually owned more than 68% of the combined entity on a fully diluted basis. The foregoing analysis of the relative voting rights of the combined entity suggests that the Company should be considered to be the accounting acquirer in the Merger. | |||
Volatility rate | 361.49% | |||
Goodwill | $ 22,292,767 | 22,292,767 | ||
Nicholas S. Warrender | ||||
Principal amount | 3,750,000 | $ 3,750,000 | ||
Annual base Salary | 100,000 | |||
William C. Jacobs | ||||
Annual base Salary | 100,000 | |||
Gerard M. Jacobs | ||||
Annual base Salary | $ 100,000 | |||
Lifted Merger | ||||
Ownership, percentage | 100.00% | |||
Business acquisition, consideration transferred | $ 3,750,000 | |||
Shares issued for acquisition | 3,900,455 | |||
Business acquisition, shares issuable | 645,000 | |||
Volatility rate | 362.00% | |||
Risk-free interest rate | 1.55% | |||
Dividend yield | 0.00% | |||
Expected term | 2 years 6 months 25 days | |||
Lifted Merger | Warrants | ||||
Shares issued for acquisition | 1,820,000 | |||
Warrant exercise price | $ 5 | |||
Lifted Merger | Promissory Note | ||||
Business acquisition, consideration transferred | $ 3,750,000 | |||
Nicholas S. Warrender | Promissory Note | ||||
Principal amount | $ 3,750,000 | |||
Interest rate | 2.00% |
Note 8 - Intangible Assets, N_4
Note 8 - Intangible Assets, Net: Purchase price allocation (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 24, 2020 |
Assets acquired: | |||
Security Deposit | $ 2,800 | $ 1,600 | |
Goodwill | $ 22,292,767 | $ 22,292,767 | |
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 9 - Related Party Transa_2
Note 9 - Related Party Transaction (Details) - USD ($) | Jul. 13, 2019 | Feb. 06, 2019 | Jan. 13, 2019 | Jan. 07, 2019 | Nov. 12, 2018 | Nov. 08, 2018 | Feb. 29, 2020 | Feb. 14, 2020 | Jan. 21, 2019 | Jul. 18, 2018 | Jul. 16, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Apr. 05, 2021 | Feb. 10, 2021 | Feb. 02, 2021 |
Shipping Costs | $ 41,902 | $ 39,569 | |||||||||||||||
Bonus payable | 300,000 | ||||||||||||||||
Volatility rate | 361.49% | ||||||||||||||||
Interest payable | 86,055 | 64,110 | $ 64,110 | ||||||||||||||
Financing warrants | |||||||||||||||||
Debt Instrument, Payment Terms | (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. | ||||||||||||||||
Long-term Debt, Gross | 30,791 | 30,791 | |||||||||||||||
Warrender Enterprise | |||||||||||||||||
Warrants issued | 1,820,000 | ||||||||||||||||
Cash Consideration | $ 3,750,000 | ||||||||||||||||
Stock Consideration | 3,900,455 | ||||||||||||||||
Warrender Enterprise | Unregistered common stock | |||||||||||||||||
Stock Consideration | 645,000 | ||||||||||||||||
Warrender Enterprise | Secured promissory note | |||||||||||||||||
Cash Consideration | $ 3,750,000 | ||||||||||||||||
Warrant 1 | |||||||||||||||||
Interest payable | 1,381 | ||||||||||||||||
William C. Jacobs | |||||||||||||||||
Bonus payable | 100,000 | ||||||||||||||||
Interest payable | 986 | ||||||||||||||||
Income tax refund | 2,681 | ||||||||||||||||
Joshua A. Bloom | |||||||||||||||||
Repayment of interest payable | $ 21,540 | ||||||||||||||||
Joshua A. Bloom | Warrant 1 | |||||||||||||||||
Warrants issued | 25,000 | ||||||||||||||||
Issuance of warrants to purchase common stock | $ 21,874 | $ 3,250 | |||||||||||||||
Volatility rate | 465.00% | ||||||||||||||||
Risk-free interest rates | 2.94% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected terms | 2 years 4 months 13 days | ||||||||||||||||
Gerard M. Jacobs | |||||||||||||||||
Payment for commission | 2,072 | ||||||||||||||||
Bonus payable | 250,000 | ||||||||||||||||
Prepaid consulting fee | 7,500 | 7,500 | |||||||||||||||
Warrants issued | 10,000 | 7,500 | 1,250 | ||||||||||||||
Interest payable | 2,466 | ||||||||||||||||
Loan | $ 8,000 | $ 5,968 | $ 804 | ||||||||||||||
Warrant expenses | $ 13,999 | $ 10,949 | $ 1,825 | ||||||||||||||
Repayment of interest payable | $ 26,628 | ||||||||||||||||
Gerard M. Jacobs | Warrant 1 | |||||||||||||||||
Warrants issued | 12,500 | ||||||||||||||||
Issuance of warrants to purchase common stock | $ 11,250 | $ 1,300 | |||||||||||||||
Volatility rate | 465.00% | ||||||||||||||||
Risk-free interest rates | 2.98% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected terms | 2 years 4 months 17 days | ||||||||||||||||
SmplyLifted | |||||||||||||||||
Amounts Owed to Related Parties | 9,719 | $ 9,719 | $ 450 | $ 450 | |||||||||||||
95th Holdings | |||||||||||||||||
Rent | 17,222 | ||||||||||||||||
Vincent J. Mesolella | |||||||||||||||||
Payment for commission | 172 | 172 | |||||||||||||||
Nicholas S. Warrender | |||||||||||||||||
Principal amount | 3,750,000 | 3,750,000 | 3,750,000 | ||||||||||||||
Interest payable | 3,750,000 | 64,110 | 64,110 | ||||||||||||||
Corner Vapory | |||||||||||||||||
Purchase price | 10,264 | ||||||||||||||||
Canna Vita | |||||||||||||||||
Purchase price | 8,939 | ||||||||||||||||
Account receivables | $ 1,839 | $ 1,839 | |||||||||||||||
Squeez Juice Bar | |||||||||||||||||
Purchase price | 5,363 | ||||||||||||||||
Account receivables | 0 | ||||||||||||||||
Robert T. Warrender III | |||||||||||||||||
Payment for commission | $ 2,072 |
Note 10 - Distributions to Ni_2
Note 10 - Distributions to Nicholas S. Warrender (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Notes to Financial Statements | |
Total lifted distributed | $ 193,767 |
Note 11 - Shareholders' Equit_2
Note 11 - Shareholders' Equity (Details) - USD ($) | Jan. 08, 2021 | Nov. 04, 2020 | Apr. 02, 2020 | Sep. 29, 2021 | Nov. 24, 2020 | Feb. 14, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 13, 2019 | Dec. 05, 2019 | Dec. 31, 2020 | Feb. 24, 2020 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | $ 500,000 | ||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | |||||||||||
Share-based compensation | $ 0 | 1,393,648 | ||||||||||
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 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
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. 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. | |||||||||||
Conversion price | $ 7 | |||||||||||
Dividends payable | $ 3,254 | $ 5,782 | ||||||||||
Cash dividends | $ 5,844 | 0 | ||||||||||
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 | |||||||||||
Conversion price | $ 5 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
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. 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. | |||||||||||
Conversion price | $ 3 | |||||||||||
Dividends payable | $ 70,692 | $ 145,561 | ||||||||||
Cash dividends | 99,725 | 89,700 | ||||||||||
Non-affiliate Stockholder [Member] | ||||||||||||
Stock repurchased during period | 36,000 | 36,000 | ||||||||||
Payment to repurchase shares | $ 34,200 | $ 34,200 | ||||||||||
Share price | $ 0.95 | $ 0.95 | ||||||||||
James S. Jacobs | ||||||||||||
Share-based compensation | 660,149 | |||||||||||
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 | $ 733,499 | |||||||||||
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 | |||||||||||
Bankers and finders | ||||||||||||
Share-based compensation | $ 874,154 | |||||||||||
Number of warrants purchased | 416,942 |
Note 11 - Shareholders' Equity_
Note 11 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Text Block [Abstract] | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding at end | shares | 4,517,869 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants | shares | 6,512,869 |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price at end | $ / shares | $ 2.37 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Exercise Price | $ / shares | $ 2.57 |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term | 3 years 8 months 19 days |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Remaining Term | 3 years 8 months 9 days |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | $ | $ 23,198,015 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Intrinsic Value | $ | $ 32,123,015 |
Note 12 - Contingent Contract_3
Note 12 - Contingent Contractual Obligations and Commercial Commitments (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2019USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($) | |
Ownership interests | 50.00% | |||
Consulting fees | $ 307,524 | $ 83,217 | ||
Accrued bonus | $ 300,000 | |||
Discount rate | 3.60% | |||
CBD Lion | ||||
Capital raise | $ 15,000,000 | |||
Warrender Enterprise | ||||
Capital raise | $ 25,000,000 | |||
Ablis | ||||
Ownership interests | 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 | |||
Purchase of warrants | shares | 225,000 | |||
Accrued bonus | $ 100,000 | |||
James S. Jacobs | ||||
Consulting fees | $ 7,500 | |||
Purchase of warrants | shares | 250,000 | |||
Brokers | Warrant [Member] | ||||
Purchase of warrants | shares | 402,900 | |||
Value of warrants purchsed | $ 833,446 | |||
Gerard M. Jacobs | ||||
Accrued bonus | $ 250,000 | |||
Payment for commission | 2,072 | |||
Vincent J. Mesolella | ||||
Payment for commission | $ 172 | $ 172 |
Note 12 - Contingent Contract_4
Note 12 - Contingent Contractual Obligations and Commercial Commitments: Operating Lease Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Operating Lease Right-of-Use Asset | $ 2,968 | $ 7,705 |
Current Operating Lease Liability | 2,954 | 7,670 |
Finance Lease Right-of-Use Asset | 1,468,071 | 0 |
Current Finance Lease Liability | 20,922 | |
Non Finance Lease Liability | $ 1,455,523 | $ 0 |
Note 12 - Contingent Contract_5
Note 12 - Contingent Contractual Obligations and Commercial Commitments: Lease Cost (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finance Lease expense | ||
Amortization of Right-of-Use Assets | $ 12,337 | $ 0 |
Interest on lease liabilities | 13,260 | 0 |
Operating Lease Expense | 4,800 | 19,200 |
Total | $ 12,337 | $ 19,200 |
Note 12 - Contingent Contract_6
Note 12 - Contingent Contractual Obligations and Commercial Commitments: Future maturities (Details) | Mar. 31, 2021USD ($) |
Financing Lease Payments | |
2021 | $ 56,083 |
2022 | 70,267 |
2023 | 71,672 |
2024 | 73,106 |
2025 | 74,568 |
Thereafter | 1,375,000 |
Total | 1,720,696 |
Present Value discount | (244,250) |
Total lease liability | 1,476,446 |
Operating Lease Payments | |
2021 | 3,200 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total | 3,200 |
Present Value discount | (246) |
Total lease liability | $ 2,954 |
Note 13 - Legal Proceedings (D
Note 13 - Legal Proceedings (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Settlement cost | $ 97,000 | |
Martha, Edgar v. Lifted Liquids | ||
Settlement cost | $ 5,000 | $ 5,000 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details) - USD ($) | Apr. 14, 2021 | Apr. 28, 2021 | Apr. 20, 2021 | Dec. 31, 2021 | Apr. 29, 2021 | Mar. 31, 2021 |
Accrued bonus | $ 300,000 | |||||
Gerard M. Jacobs | ||||||
Accrued bonus | $ 250,000 | |||||
Subsequent Event | ||||||
Accrued bonus | $ 350,000 | |||||
Warrnts exercised | 7,021 | |||||
Warrnts exercised per share | $ 1 | |||||
Subsequent Event | PPP Loan | ||||||
Forgiveness of PPP Loan | $ 149,622 | |||||
Forgiveness of interest payable | $ 1,525 | |||||
Subsequent Event | Warrender Enterprise | ||||||
Insurance payment | $ 5,806 | |||||
Subsequent Event | Gerard M. Jacobs | ||||||
Accrued bonus | $ 50,000 |