Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52102 | |
Entity Registrant Name | ACQUIRED SALES CORP. | |
Entity Central Index Key | 0001391135 | |
Entity Tax Identification Number | 87-0479286 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4227 Habana Avenue | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32217 | |
City Area Code | (847) | |
Local Phone Number | 915-2446 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,656,328 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 2,229,056 | $ 439,080 |
Dividend Receivable from Bendistillery, Inc. | 0 | 2,495 |
Prepaid Expenses | 1,679,042 | 455,061 |
Loan to SmplyLifted LLC | 387,500 | 293,750 |
IL Income Tax Receivable | 0 | 2,715 |
Interest Receivable | 315 | 2,112 |
Note Receivable from CBD LION | 0 | 15,318 |
Accounts Receivable, net of allowance of $1,302 in 2021 and $5,743 in 2020 | 1,780,058 | 1,413,051 |
Inventory | 1,194,032 | 641,195 |
Other Current Assets | 1,807 | 0 |
Total Current Assets | 7,271,810 | 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 | 0 | 30,000 |
Investment in SmplyLifted LLC | 145,030 | 195,571 |
Fixed Assets, less accumulated depreciation of $55,602 in 2021 and $14,361 in 2020 | 315,894 | 135,391 |
Intangible Assets, less accumulated amortization of $2,224 in 2021 and $1,390 in 2020 | 2,220 | 3,054 |
Security and State Licensing Deposits | 10,158 | 1,600 |
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $24,673 in 2021 and $0 in 2020 | 1,455,734 | 0 |
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $43,356 in 2021 and $35,650 in 2020 | 0 | 7,705 |
Total Assets | 33,389,814 | 27,827,065 |
Current Liabilities | ||
Finance Lease Liability | 21,405 | 0 |
Operating Lease Liability | 0 | 7,670 |
Deferred Revenue | 1,114,922 | 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 | 200,000 | 250,000 |
Management Bonuses Payable - Related Party | 300,000 | 350,000 |
Company-Wide Management Bonus Pool | 1,159,335 | 0 |
Accounts Payable and Accrued Expenses | 1,732,668 | 639,479 |
Notes Payable - Related Party | ||
Interest - Payable to William C. Jacobs | 1,984 | |
Interest - Payable to Gerard M. Jacobs | 4,789 | |
Interest - Payable to Nicholas S. Warrender | 101,301 | 64,110 |
Interest Payable - Related Party | 108,074 | 64,110 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 4,751 | 145,561 |
Series B Convertible Preferred Stock Dividends Payable | 4,750 | 5,782 |
Preferred Stock Dividends Payable | 9,501 | 151,343 |
Total Current Liabilities | 4,445,905 | 2,308,722 |
Non-Current Liabilities | ||
Paycheck Protection Program Loan | 0 | 149,623 |
Finance Lease Liability | 1,451,043 | 0 |
Notes Payable - Payable to Nicholas S. Warrender | 3,750,000 | 3,750,000 |
Total Non-Current Liabilities | 5,201,043 | 3,899,623 |
Total Liabilities | 9,646,948 | 6,208,345 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Preferred Stock Value | 46 | 166 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 12,728,328 shares issued and outstanding at June 30, 2021, and 6,485,236 shares issued and outstanding at December 31, 2020 | 12,728 | 6,485 |
Treasury Stock (Purchase of 72,000 shares of common stock at $0.95/share) | (68,400) | (34,200) |
Additional Paid-in Capital | 38,788,342 | 38,787,444 |
Accumulated Deficit | (14,989,850) | (17,141,175) |
Total Shareholders' Equity (Deficit) | 23,742,866 | 21,618,720 |
Total Liabilities and Shareholders' Equity | $ 33,389,814 | $ 27,827,065 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable, allowance | $ 1,302 | $ 5,743 |
Accumulated depreciation | 55,602 | 14,361 |
Accumulated amortization | 2,224 | 1,390 |
Right-of-Use Asset Amortization | 24,673 | 24,673 |
Finance lease right-of-use asset amortization | $ 43,356 | $ 35,650 |
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 | 12,728,328 | 6,485,236 |
Common Stock, shares outstanding | 12,728,328 | 6,485,236 |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 400,000 | 400,000 |
Preferred Stock, shares issued | 5,750 | 66,150 |
Preferred Stock, shares outstanding | 5,750 | 66,150 |
Series B Convertible Preferred Stock [Member] | ||
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 [Member] | ||
Treasury stock shares | 72,000 | 72,000 |
Share price | $ 0.95 | $ 0.95 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net Sales | $ 6,695,144 | $ 1,267,942 | $ 10,048,414 | $ 1,638,367 |
Cost of Goods Sold | 3,035,630 | 1,018,047 | 4,743,153 | 1,216,157 |
Gross Profit | 3,659,515 | 249,895 | 5,305,262 | 422,210 |
Stock Compensation Expense | 0 | 0 | 0 | 1,393,648 |
Selling, General and Administrative Expenses | 95,474 | 42,664 | 151,938 | 63,522 |
Bank Charges and Merchant Fees | 118,055 | 0 | 184,625 | 0 |
Accrual for Company-Wide Management Bonus Pool | 816,388 | 0 | 1,159,335 | 0 |
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | 0 | 350,000 |
Bad Debt | 19,196 | 24,904 | 20,173 | 27,637 |
Payroll, Consulting and Independent Contractor Expenses | 791,000 | 239,749 | 1,098,524 | 322,966 |
Professional Fees | 133,892 | 176,890 | 226,925 | 243,444 |
Advertising and Marketing | 98,133 | 53,922 | 150,160 | 66,048 |
Depreciation and Amortization | 26,215 | 4,171 | 67,998 | 6,048 |
Rent Expense | (8,413) | 0 | (2,983) | 0 |
Warehouse & Lab Expenses (too small to capitalize) | 12,712 | 56,625 | 31,212 | 56,625 |
Income/(Loss) From Operations | 1,556,863 | (349,030) | 2,217,355 | (2,107,728) |
Other Income/(Expenses) | ||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (43,330) | 0 | (50,541) | 0 |
Income from SmplyLifted for WCJ Labor | 769 | 0 | 1,841 | 0 |
Interest Expense | (35,398) | (19,019) | (71,745) | (26,623) |
Warehouse Buildout Credits | 600 | 400 | 1,200 | 400 |
Penalties | 0 | 0 | (450) | 0 |
Gain on Forgiveness of Debt | 151,147 | 10,000 | 151,147 | 10,000 |
Refund of Merchant Account Fees | 0 | 34,429 | 0 | 34,429 |
Settlement Costs | (97,000) | 0 | (97,000) | |
Gain(Loss) on Disposal of Fixed Assets | (4,750) | (4,750) | ||
Loss on Deposit | (30,000) | 0 | (30,000) | 0 |
Interest Income | 253 | 907 | 455 | 6,583 |
Total Other Income/(Expenses) | 39,292 | (70,283) | (2,843) | (72,211) |
Income/(Loss) Before Provision for Income Taxes | 1,596,154 | (419,313) | 2,214,512 | (2,179,939) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 1,596,154 | $ (419,313) | $ 2,214,512 | $ (2,179,939) |
Basic Net Income (Loss) per Common Share | $ 0.14 | $ (0.06) | $ 0.24 | $ (0.40) |
Diluted Net Income (Loss) per Common Share | $ 0.11 | $ (0.06) | $ 0.17 | $ (0.40) |
Weighted average number of common shares outstanding: | ||||
Basic | 11,042,657 | 6,462,070 | 9,259,696 | 5,387,319 |
Diluted | 14,381,105 | 6,462,070 | 12,598,144 | 5,387,319 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value 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 | 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. | $ 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 Income | (1,760,627) | (1,760,627) | ||||
Ending balance, value 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 | ||||
Series A Preferred Stock dividend payable | (64,775) | (64,775) | ||||
Series B Preferred Stock dividend payable | (3,740) | (3,740) | ||||
Net Income | (419,313) | (419,313) | ||||
Cancellation of shares of common stock | $ (167) | 167 | ||||
Cancellation of shares of common stock, shares | (166,888) | |||||
Ending balance, value at Jun. 30, 2020 | $ 166 | $ 6,460 | 38,787,444 | (17,678,926) | 21,115,144 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 166,150 | 6,460,236 | ||||
Beginning balance, value 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 | $ (34,200) | (34,200) | ||||
Conversions of Series A Convertible Preferred Stock to Common Stock | $ (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 | $ (60) | $ 60 | ||||
Conversions of Series B Convertible Preferred Stock to Common Stock, shares | (60,000) | 60,000 | ||||
Ending balance, value 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 | |||
Purchase of shares of common stock from unrelated shareholders | $ 36,000 | |||||
Series A Preferred Stock dividend payable | (33,521) | (33,521) | ||||
Series B Preferred Stock dividend payable | (1,496) | (1,496) | ||||
Exercise of warrants | $ 143 | 6,878 | 7,021 | |||
Exercise of warrants, shares | 143,090 | |||||
Conversions of Series A Convertible Preferred Stock to Common Stock | $ (28) | $ 2,750 | (2,723) | |||
Conversions of Series A Convertible Preferred Stock to Common Stock, shares | (27,500) | 2,750,000 | ||||
Net Income | 1,596,154 | 1,596,154 | ||||
Ending balance, value at Jun. 30, 2021 | $ 46 | $ 12,728 | $ (68,400) | $ 38,788,342 | $ (14,989,850) | $ 23,742,866 |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 45,750 | 12,728,326 | 72,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net Income/(Loss) | $ 2,214,512 | $ (2,179,939) |
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 2021 | 50,541 | 0 |
Stock Compensation Expense | 0 | 1,393,648 |
Bad Debt Expense | 20,173 | 27,637 |
Depreciation and Amortization | 67,998 | 6,048 |
Gain on Forgiveness of Debt | (151,147) | 0 |
Loss (Gain) on Disposal of Fixed Assets | 4,750 | 0 |
Loss on Deposit | 30,000 | 0 |
Spoiled and Written Off Inventory | 188,766 | 0 |
Effect on Cash of Changes in Operating Assets and Liabilities | ||
Accounts Receivable | (387,179) | (80,947) |
Sales Tax Receivable | 0 | 0 |
Sales Tax Refund Receivable | 0 | 0 |
Prepaid Expenses | (1,223,981) | 7,500 |
Dividend Receivable from Bendistillery, Inc. | 2,495 | 0 |
Income Tax Receivable | 4,239 | |
Interest Receivable | 1,797 | (838) |
Inventory | (741,603) | (232,563) |
Other Current Assets | (10,365) | |
Loan to Shareholder | 0 | 9,000 |
Trade Accounts Payable and Accrued Expenses | 2,202,524 | 295,655 |
Accounts Payable and Interest Payable to Related Parties | 43,964 | 0 |
Change in ROU Asset | 9,031 | |
Change in Finance & Operating Lease Liabilities | 4,439 | (8,990) |
Deferred Revenue | 18,802 | 14,684 |
Net Cash Provided by (Used in) Operating Activities | 2,340,725 | (740,074) |
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 | 77,455 |
Net Purchase of Fixed Assets | (227,743) | (32,070) |
Loans to SmplyLifted LLC | (93,750) | 0 |
Net Cash Used in Investing Activities | (306,175) | (3,085,225) |
Cash Flows From Financing Activities | ||
Proceeds from Paycheck Protection Program Loan | 0 | 149,623 |
Proceeds from Exercise of Warrants | 7,021 | 0 |
Payments of Dividends to Series A Convertible Preferred Stockholders | (199,186) | (198,450) |
Payments of Dividends to Series B Convertible Preferred Stockholders | (5,844) | 0 |
Purchase of Shares Held in Treasury | (34,200) | 0 |
Repayment of Finance Lease Liability | (12,364) | 0 |
Net Cash Used in Financing Activities | (244,573) | (48,827) |
Net Increase/(Decrease) in Cash | 1,789,976 | (3,874,126) |
Cash and Cash Equivalents at Beginning of Period | 439,080 | 4,384,929 |
Cash and Cash Equivalents at End of Period | 2,229,056 | 510,803 |
Supplemental Cash Flow Information | ||
Cash Paid For Interest | 0 | 322 |
Cash Paid For Income Taxes | 0 | $ 0 |
Non-Cash Activities: | ||
Right-of-Use assets acquired from inception of Finance Leases | 1,480,408 | |
Conversion of Series A and Series B Preferred Stock to Common Stock | 6,100 | |
Cashless exercise of Warrants | $ 136 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation On May 18, 2021, the Company amended its articles of incorporation with the State of Nevada to change its name to LFTD Partners Inc. from Acquired Sales Corp. In connection with the name change to LFTD Partners Inc., the Company filed a required notification with the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization that is involved with the coordination of the clearing, settling and processing of transactions in equity securities, including our common stock. The Company’s name change notification to FINRA included a request for a new stock trading symbol. The change of the Company’s name to LFTD Partners Inc. and the change of trading symbol to reflect our common stock in the clearing, settling and processing of transactions in equity securities is pending, subject to FINRA clearance. As a result, we continue to refer to the Company in this report as Acquired Sales Corp. (and sometimes referred to in the body of this Report as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.). The Company was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are currently traded on the OTCQX Best Market under the trading symbol AQSP. We expect OTC Markets, Inc. to change the Company’s tier to the OTCQB Venture Market from the OTCQX Best Market within the next 30 days because we do not meet the OTCQX Best Market qualifications. We do not believe that the transition to the OTCQB market tier will have a material impact on our stock price or our trading volume. 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 products infused with hemp-derived cannabinoids (including but not limited to delta-8-THC, delta-9-THC, 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, caviar cones, dabs, cartridges, gummies, saucy dmnds, flower, disposable vapes, tinctures, powder, water packets, effervescent tablets, capsules, bath bombs, balms, body washes, gummies, food, chocolate, other edibles, and non-prescription cannabinoid formulations (a “Canna-Infused Products Company”). Our business also involves selling and distributing products containing synthetic nicotine. During 2020, our business also involved selling and distributing hand sanitizer, but it is unlikely that this hand sanitizer business will continue going forward. Management of the Company is open-minded to the concept of also acquiring operating businesses and/or assets involving products containing 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 4.99 Lifted Made owns 50 We have also terminated a planned acquisition of a Canna-Infused Products Company called CBD Lion LLC. At this point in time, we have entered into a Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC, which Letter of Intent is described below. We also are in discussions with certain other 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. At this point in time, we are working with an investment banking firm regarding the potential for a $30 million capital raise, in conjunction with a potential listing of our common stock on a Canadian stock exchange. However, there can be no guarantee or assurance that any such capital raise or listing will be completed on acceptable terms, if at all. Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC On June 15, 2021, we, along with our Chairman and CEO Gerard M. Jacobs, our President and CFO William C. “Jake” Jacobs, and our Vice Chairman and COO Nicholas S. Warrender, entered into a Letter of Intent (the “LOI”) with Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”), Christopher G. Wheeler (“Wheeler”), and The terms of the proposed transactions (“Transactions”) must be set forth in a definitive agreement. There are no assurances that we will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that the proposed purchase will be consummated. Even if a definitive agreement is executed, the terms of the proposed purchase may change materially from the terms set forth in the Letter of Intent. There will be many conditions to closing, many of which are outside of the parties’ control and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement. The Proposed Transactions In the proposed Transactions: (a) We will acquire One Hundred Percent (100%) of the ownership interests in Savage in a reorganization (the “Merger”), for the following consideration (“Merger Consideration”): Fifteen Million Eight Hundred Forty Thousand Dollars ($15,840,000) in cash, plus Eight Million Six Hundred Ninety-One Thousand Three Hundred Fifty-Eight (8,691,358) shares of unregistered common stock of AQSP (“AQSP Stock”) with a value of Twenty-Eight Million One Hundred Sixty Thousand Dollars ($28,160,000) based upon the closing trade price of AQSP Stock on the date of the LOI (the “Stock Consideration”); (b) We will purchase One Hundred Percent (100%) of the ownership interests in Premier Greens, for the following consideration: Nine Hundred Twenty Thousand Dollars ($920,000) in cash; and (c) Using cash provided by us (in addition to the Merger Consideration), Savage will purchase from the other owners of MKRC (the “Other MKRC Owners”) the remaining Fifty-Four Percent (54%) of the ownership interests in MKRC that Savage does not currently own, for the following consideration: One Million Eighty Thousand Dollars ($ 1,080,000 Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent ( 100 50 51 6 33 Following the Closing, we will continue to own One Hundred Percent ( 100 4.9 50 100 100 Conditions The Closing will be subject to the following conditions: Audits Mutual “Due Diligence Savage, Premier Greens, MKRC, and RJMC shall allow us to conduct a confidential so-called “due diligence” investigation of Savage’s, Premier Greens’, MKRC’s, and RJMC’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to us in our discretion, then the Transactions shall be abandoned. We shall allow Savage, Premier Greens and MKRC to conduct a confidential so-called “due diligence” investigation of our and Lifted Made’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to Savage in its discretion, then the Transactions shall be abandoned. Closing Documentation (a) The Merger Agreement (b) The Purchase Agreement (c) Wheeler Employment Agreement: A five-year ‘“rolling’’ employment agreement between us and Wheeler, for Wheeler to serve as Savage’s and Premier Greens’ CEO and as our Co-Founder and Chief Sales Officer, and to serve alongside Winters, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs as a member of our internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($ 250,000 400,000 (d) Winters Employment Agreement: A five-year “rolling” employment agreement between us and Winters, for Winters to serve as Savage’s and Premier Greens’ President and CFO and as our Co-Founder and Chief Risk Officer, and to serve alongside Wheeler, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs as a member of our internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to us/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Winters Employment Agreement”); (e) Amended Employment Agreements: Amendments to the existing employment agreements between us and Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of our Board of Directors, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs, Wheeler and Winters, to be effective upon the Closing; (f) Shareholders Agreement: A shareholders agreement (the “Shareholders Agreement”) among Wheeler, Winters, Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs (collectively the “Parties to the Shareholders Agreement”), it being understood that the Shareholders Agreement shall include, among other things, agreements by each of the Parties to the Shareholders Agreement: (1) to nominate, support and vote in favor of slates of nominees for the Boards of Directors of us, Lifted and Savage who are mutually acceptable to the Parties to the Shareholders Agreement; (2) to support and vote in favor of base salaries, a management bonus pool, and future stock options or warrants, for our key executives including Wheeler, Winters, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs, that are mutually acceptable to the Parties to the Shareholders Agreement; (3) to support and vote in favor of future acquisitions and divestitures, capital raises, and other lawful corporate transactions from time to time, that are mutually acceptable to the Parties to the Shareholders Agreement; and (4) not to directly or indirectly sell or transfer any of their Acquired Sales Corp. stock, options or warrants as part of an agreement, contract, plan or arrangement of any nature that is intended to result in a change of control of us, unless such agreement, contract, plan or arrangement is mutually acceptable to the Parties to the Shareholders Agreement and is approved by a majority of our Board of Directors; (g) Working Capital/Liquidity: Evidence, satisfactory to us in our discretion, that as of the Closing the aggregate value of Savage’s inventory, cash on hand, and accounts receivables exceed Savage’s accounts payable and other short-term liabilities by at least Two Million Dollars ($2,000,000), less any amounts contributed by Savage to MKRC to fund additional building commitments prior to the Closing; and (h) Payoff or Termination of Certain Obligations: Evidence, satisfactory to us in our discretion, that Savage, Premier Greens, MKRC, Wheeler and Winters have paid off or otherwise terminated certain obligations including but not limited to all obligations: (i) payable by Savage, Premier Greens, MKRC, Wheeler and/or Winters to former or current shareholders, directors, officers or employees of those entities; (ii) payable by Savage, Premier Greens, or MKRC to any banks or other sources of debt except certain specified equipment purchase debt obligations that are being paid off in installments, and except for that certain bank mortgage on the building in Palm Springs, California that is owned by MKRC; or (iii) payable by Savage, Premier Greens or MKRC to Wheeler, Winters or their respective relatives, or to trusts of which Wheeler, Winters or any of their respective relatives are the beneficiaries or are otherwise affiliated. Capital Raise Tax Opinion Corporate Approvals Securities Filings and Governmental Approvals Pre-Closing Agreements and Covenants Exclusivity Ordinary Course of Business Acquisitions Commercially Reasonable Efforts Post-Closing Agreements and Covenants Corporate Name and Ticker Symbol Operation of Savage and Premier Greens Operation of Acquired Sales Corp Termination of the LOI Events of Termination (a) The Audit shall not have been completed, or the results of the Audit shall have not been accepted by us, by an outside date of March 15, 2022; (b) We have not closed the Capital Raise by an outside date of March 15, 2022; (c) The Merger Agreement and the Purchase Agreement have not been signed by March 15, 2022 (the Merger Agreement and the Purchase Agreement, if executed, shall include an outside closing date of March 15, 2022, or such other date as mutually agreed by the parties); (d) We shall have delivered written notice to Savage that we are abandoning the Transactions due to a determination that the results of the “due diligence” investigation of Savage, Premier Greens, MKRC, RJMC, AAA and Remediez are not acceptable to us; (e) Savage shall have delivered written notice to Lifted that Savage is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of us and Lifted Made are not acceptable to Savage; or (f) Any material provisions of the LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to the LOI are unable to mutually agree upon how to proceed forward with the Transactions as impacted by such court or SEC action. Expenses Except as expressly set forth in the LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transactions. Without limiting the generality of the foregoing, each of the Parties to the LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party. Source of Funds for the Proposed Savage Transactions We anticipate that the source of funds cash component of the acquisition of Savage and its affiliates would be proceeds from future sales of Acquired Sales Corp.’s equity securities, and potentially partially from revenues from our business from our operations. Professional costs in connection with the transaction would be paid using cash on hand and from proceeds of the proposed equity raises. Acquisition of 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) On February 24, 2020 we closed on the acquisition of 100% of the ownership of hemp-derived cannabinoid-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). Pursuant to the Merger, Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation ("Lifted" or "Lifted Made"), is now operating as a wholly-owned subsidiary of ours, led by Nicholas S. Warrender as Lifted's CEO and also as our Vice Chairman and Chief Operating Officer. Nicholas S. Warrender shall, subject to certain conditions, enjoy so-called “piggyback registration rights” and "demand registration rights" in regard to the Stock Consideration, pursuant to a Registration Rights Agreement. Ownership of 4.99% of Ablis, Bendistillery and Bend Spirits On April 30, 2019, we closed on the acquisition of 4.99 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 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, Ablis Holding Company, Bendistillery Inc. and Bend Spirits, Inc. are not publicly traded, and as such their 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 1,302 5,743 Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement Inventory Schedule of inventory June 30, 2021 December 31, 2020 Raw Goods $ 857,236 $ 500,657 Finished Goods $ 336,796 $ 140,538 Total Inventory $ 1,194,032 $ 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 June 30, 2021, $ 24,979 14,560 During the quarter ended March 31, 2021, $ 16,472 8,313 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 June 30, 2021: 1) Various packaging; 2) Raw ingredients; and 3) 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 2,500 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 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 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. As such, 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. 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. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates, (4) a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment, and (5) factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. Up to the date of this report on Form 10-Q, none of the above the above factors have been applicable to the Company’s investments. The qualitative assessments at the end of quarters one, two and three are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of quarter four relating to these entities also includes review of their respective financial statements that have been reviewed by a third party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, 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 July 15, 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 quarter ended June 30, 2021. 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 included, among other things: sales of Ablis are up from the second half of 2020 to the first half of 2021; Ablis “on premise” sales (in restaurants and bars) are improving as restaurants have re-opened; Ablis distributors are ordering again (and more frequently); and Ablis online sales in the first half of 2021 are up compared to in the first half of 2020. The information that was shared by the management of Bendistillery and Bend Spirits included, among other things: combined revenue for the first half of 2021 is down just 2.3% from the first half of 2020 (when there was lots of panic buying), but the two year annualized sales average is up 12.7%, with a five year annualized average growth of 9.1%. Also: Bendistillery is closer to the release of a new “Ready-to-Drink” beverage; Bend Spirits has new clients in the pipeline; direct-to-consumer channels are gaining traction; and Bendistillery’s sales team is making gains in key markets. 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. 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 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). Although both entities still plan to make and sell products containing hemp-derived THCV, the new entity was never funded, and the managers of LftdXSvg LLC unanimously decided to dissolve LftdXSvg LLC on June 23, 2021. 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 tes |
SELECTED QUARTERLY FINANCIAL IN
SELECTED QUARTERLY FINANCIAL INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL INFORMATION | NOTE 2 – SELECTED QUARTERLY FINANCIAL INFORMATION ACQUIRED SALES CORP. AND SUBSIDIARY LIFTED LIQUIDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Schedule of Selected Quarterly Financial Information For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended June 30, March 31, December 31, September 30, 2021 2020 2021 2020 2020 2019 2020 2019 Net Sales $ 6,695,144 $ 1,267,942 $ 3,353,270 $ 370,424 $ 2,196,518 $ 0 $ 1,509,437 $ 0 Cost of Goods Sold 3,035,630 1,018,047 1,707,523 198,109 1,312,946 0 878,327 0 Gross Profit 3,659,515 249,895 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 95,474 42,664 56,464 24,703 43,081 13,325 40,568 12,825 Bank Charges and Merchant Fees 118,055 — 66,570 27,824 30 14,702 90 Accrual for Company-Wide Management Bonus Pool 816,388 — 342,947 — — — — — Management Bonuses Owed Under Compensation Agreement — — — 350,000 — — — — Bad Debt 19,196 24,904 977 728 2,915 0 94,251 0 Payroll, Consulting and Independent Contractor Expenses 791,000 239,749 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 133,892 176,890 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 98,133 53,922 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 26,215 4,171 41,783 1,877 5,245 0 5,092 0 Rent Expense (8,413 ) — 5,430 — 8,388 0 6,747 0 Warehouse & Lab Expenses (too small to capitalize) 12,712 56,625 18,500 — 5,433 0 3,974 0 Income/(Loss) From Operations 1,556,863 (349,030 ) 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) (43,330 ) — (7,211 ) — (4,429 ) — — — Income from SmplyLifted for WCJ Labor 769 — 1,072 — — — — — Settlement Income/Gain on Settlement — — — — 12,500 — — — Settlement Costs — (97,000 ) — — — — — — Interest Expense (35,398 ) (19,019 ) (36,347 ) (7,605 ) (19,281 ) — (19,281 ) — Dividend Income — — — — 2,495 — — — Warehouse Buildout Credits 600 400 600 — 600 — 600 — Penalties — — (450 ) — — — — — Gain on Forgiveness of Debt 151,147 10,000 — — 81,272 — — — Refund of Merchant Account Fees — 34,429 — — — — — — Gain(Loss) on Disposal of Fixed Assets (4,750 ) — — — — — — — Loss on Deposit (30,000 ) — — — — — — — Interest Income 253 907 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) 39,292 (70,283 ) (42,134 ) (1,929 ) 73,890 12,369 (17,899 ) 5,334 Income/(Loss) Before Provision for Income Taxes 1,596,154 (419,313 ) 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 1,596,154 $ (419,313 ) $ 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 $ 0.14 $ (0.06 ) $ 0.08 $ (0.41 ) $ 0.06 $ (0.11 ) $ 0.01 $ (0.06 ) Diluted $ 0.11 $ (0.06 ) $ 0.04 $ (0.41 ) $ 0.02 $ (0.11 ) $ — $ (0.06 ) Weighted average number of common shares outstanding Basic 11,042,657 6,462,070 7,456,925 4,312,568 6,463,301 2,726,669 6,460,236 2,597,302 Diluted 14,381,105 6,462,070 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
RECEIPT OF LOANS UNDER THE ECON
RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | 6 Months Ended |
Jun. 30, 2021 | |
Receipt Of Loans Under Economic Injury Disaster Loan Program And Paycheck Protection Program | |
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 10,000 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 $ 149,622 149,622 1,525 151,147 1.00 1,443 1,074 82 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
RISKS AND UNCERTAINTIES | NOTE 4 - RISKS AND UNCERTAINTIES Going Concern – 14,989,850 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 3 300,000 350,000 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 32 % of Lifted Made’s sales. Regarding the purchases of raw and finished goods ("Supplies") during the quarter ended June 30, 2021, approximately 74 % of the Supplies were from five vendors. During the quarter ended December 31, 2020, four customers made up approximately 50 57 Regarding the purchases of raw goods and finished goods (“Supplies”), during the quarter ended December 31, 2020, approximately 75 61 |
THE COMPANY_S INVESTMENTS
THE COMPANY’S INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
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 1,896,200 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. As such, 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. 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. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates, (4) a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment, and (5) factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. Up to the date of this report on Form 10-Q, none of the above the above factors have been applicable to the Company’s investments. The qualitative assessments at the end of quarters one, two and three are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of quarter four relating to these entities also includes review of their respective financial statements that have been reviewed by a third party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, 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 July 15, 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 quarter ended June 30, 2021. 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 included, among other things: sales of Ablis are up from the second half of 2020 to the first half of 2021; Ablis “on premise” sales (in restaurants and bars) are improving as restaurants have re-opened; Ablis distributors are ordering again (and more frequently); and Ablis online sales in the first half of 2021 are up compared to in the first half of 2020. The information that was shared by the management of Bendistillery and Bend Spirits included, among other things: combined revenue for the first half of 2021 is down just 2.3% from the first half of 2020 (when there was lots of panic buying), but the two year annualized sales average is up 12.7%, with a five year annualized average growth of 9.1%. Also: Bendistillery is closer to the release of a new “Ready-to-Drink” beverage; Bend Spirits has new clients in the pipeline; direct-to-consumer channels are gaining traction; and Bendistillery’s sales team is making gains in key markets. 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 On September 22, 2020, SmplyLifted LLC was formed. Lifted has a 50 200,000 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and Equipment consist of the following: Schedule of Property and Equipment Asset Class June 30, 2021 December 31, 2020 Machinery & Equipment $ 181,059 $ 103,084 Leasehold Improvements - Zion $ 20,089 $ 42,381 Leasehold Improvements - Kenosha $ 137,385 $ — Furniture & Fixtures - Kenosha $ 32,963 $ 4,288 Sub-total: $ 371,496 $ 149,753 Less: accumulated depreciation $ (55,602 ) $ (14,361 ) $ 315,894 $ 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: Schedule of Estimated useful lives Asset Class Estimated Useful Life Machinery & Equipment 60 Trade Show Booth 36 Leasehold Improvements 60 Furniture & Fixtures 60 Depreciation expense of $ 13,461 and $ 42,490 was recognized during the three and six months ended June 30, 2021, respectively. Depreciation expense of $ 3,754 was recognized during the three months ended June 30, 2020. Depreciation expense of $ 5,492 was recognized during the period February 24, 2020 through June 30, 2020. During the quarter ended June 30, 2020, $ 54,507 of previously capitalized property and equipment was written off, expensed through the account Warehouse and Lab Expense. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 7 – NOTES RECEIVABLE SmplyLifted LLC At March 31, 2021, the Company had made shortfall loans to SmplyLifted LLC totaling $ 387,500 315 CBD Lion LLC On August 8, 2019, the Company made an unsecured $ 300,000 6 200,000 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 This left Lion with a net balance owed to the Company of $ 168,500 2,006 2,112 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 1,500,000 602,500 2,500 600,000 897,500 Between April and July 2015, the Company loaned an additional $ 135,350 737,850 12.5 Uncollectable Note and Interest Receivable 737,850 97,427 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 32 417 834 417 556 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 3,750,000 3,900,455 645,000 1,820,000 5.00 The Promissory Note, payable jointly by the Company and Lifted to Nicholas S. Warrender, is in the principal amount of $ 3,750,000 2 50 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 • 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 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: In evaluating which entity whose owners as a group retain or receive the largest portion of 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. 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: Schedule of assets and liabilities assumed 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 1.55 0 2.57 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 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable - Related Party | |
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 Robert T. Warrender III During the quarter ended June 30, 2021, $ 15,410 During the quarter ended March 31, 2021, $ 2,072 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’s company for the cost of shipping. During the quarter ended June 30, 2021, Lifted reimbursed Robert T. Warrender II’s company $ 32,536 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 June 30, 2021, Lifted paid $ 17,222 .25 in rent to 95th Holdings, LLC. Lifted also paid property taxes of $ 2,383 via 95 th Transaction with SmplyLifted LLC On February 2, 2021, Lifted owed SmplyLifted $ 450 450 Amounts Owed to Related Parties Amounts Owed to Lifted On a quarterly basis, SmplyLifted LLC reimburses Lifted for William C. Jacobs’ time as the Chief Financial Officer at William C. Jacobs’ hourly rate. As of June 30, 2021, SmplyLifted LLC owed $ 769 Amounts Owed to SmplyLifted LLC As of March 31, 2021, Lifted owed SmplyLifted $ 9,719 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 On April 29, 2021, the Company paid Gerard M. Jacobs a portion ($50,000) of the bonus payable to Gerard M. Jacobs in regard to the closing of the acquisition of Lifted. As of June 30, 2021, there was total interest of $ 4,789 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 As of June 30, 2021, there was total interest of $ 1,984 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 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 3,900,455 645,000 1,820,000 As such, as of June 30, 2021, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $101,301 owed to Nicholas S. Warrender. In comparison, as of December 31, 2020, in addition to the Promissory Note of $ 3,750,000 64,110 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 Related Parties 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 June 30, 2021, Corner Vapory purchased $ 0 worth of products from Lifted, and Lifted recorded a receivable of $0 from Corner Vapory as of June 30, 2021. In comparison, during the year ended December 31, 2020, Corner Vapory purchased $ 10,264 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 June 30, 2021, Canna Vita purchased $ 12,036 worth of products from Lifted, and Lifted recorded a receivable of $ 909 from Canna Vita as of June 30, 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 June 30, 2021, Squeez Juice Bar purchased $ 7,202 0 In comparison, during the quarter ended March 31, 2021, Squeez Juice Bar purchased $ 5,363 worth of products from Lifted. There were no transactions with Squeez Juice Bar in 2020. Transactions with Liquid Event Marketing Liquid Event Marketing is a company owned by Lifted’s Director of Operations, who was hired by Lifted on March 29, 2021. During the quarter ended June 30, 2021, Lifted paid Liquid Event Marketing $54,829 for the purchase of fixed assets, the installation of fixed assets, and other services. There was a payable of $26,465 owed by Lifted to Liquid Event Marketing at June 30, 2021. As of June 30, 2021, there were also expense reimbursements totaling $7,966 owed by Lifted to Lifted’s Director of Operations. During the quarter ended March 31, 2021, Lifted paid Liquid Event Marketing $118,612 for the purchase of fixed assets, the installation of fixed assets, and other services. There was no payable owed by Lifted to Liquid Event Marketing at March 31, 2021. Financing Warrants (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. As of December 31, 2018, a total of $ 30,791 25,000 12,500 1,381 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 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 2.98 2.94 0 2.38 2.37 11,250 21,874 On January 7, 2019, Gerard M. Jacobs loaned to the Company $ 5,968 7,500 10,949 On January 21, 2019, Gerard M. Jacobs loaned to the Company $ 804 1,250 1,825 On February 6, 2019, Gerard M. Jacobs loaned to the Company $ 8,000 10,000 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 26,628 |
DISTRIBUTIONS TO NICHOLAS S. WA
DISTRIBUTIONS TO NICHOLAS S. WARRENDER | 6 Months Ended |
Jun. 30, 2021 | |
Distributions To Nicholas S. Warrender | |
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 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
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 0.95 34,200 On January 8, 2021, Acquired Sales Corp. purchased 36,000 0.95 34,200 Cancellation of Shares of Common Stock Several years ago, pursuant to a fully signed settlement agreement (the "Settlement Agreement"), the Company purchased for $ 50,000 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 166,888 690,796 At the closing of the Purchase, the Company paid $ 50,000 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 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 6,615,000 66,150 6,615,000 1.00 On August 2, 2019, the Company filed a Form S-1 Registration Statement covering the shares of newly issued common stock of the Company into which the Series A Convertible Preferred Stock can be converted. The Registration Statement, which has been amended five times, has not yet been approved by the SEC. As of June 30, 2021 and December 31, 2020, the Company has accrued a liability of $ 4,751 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. 99,462 108,750 199,186 198,450 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 On August 2, 2019, the Company filed a Form S-1 Registration Statement covering the shares of newly issued common stock of the Company into which the Series B Convertible Preferred Stock can be converted. The Registration Statement, which has been amended five times, has not yet been approved by the SEC. As of June 30, 2021 and December 31, 2020, the Company has accrued a liability of $ 4,750 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. 0 0 5,844 0 Share-Based Compensation 733,499 660,149 Schedule of Share-based Compensation, Stock Options and Warrant Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (Years) Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, April 1, 2021 4,517,869 $ 2.37 3.69 $ 23,198,015 Warrants Exercised During Q2 2021 143,092 Warrants Forfeited During Q2 2021 61,329 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, June 30, 2021 4,313,448 $ 2.42 3.47 $ 8,644,320 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2021 6,308,448 $ 2.61 3.50 $ 11,456,820 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 471,698 605,000 December 31, 2024 Share-Based Compensation in 2019 During the year ended December 31, 2019, we issued warrants to purchase a total of 416,942 874,154 |
CONTINGENT CONTRACTUAL OBLIGATI
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 Lifted also leases, on a month-to-month basis, a 3,300 square foot facility in Zion, Illinois, where Lifted has rented 3,300 square feet of space. The original lease to this space terminated on June 1, 2021. Lifted has given notice to the landlord of the facility in Zion, Illinois, that Lifted will be terminating the month-to-month lease on July 31, 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 Schedule of Operating Lease Assets and Liabilities Asset Balance Sheet Line June 30, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $43,356 in 2021 Non-Current Assets $ - Liability Balance Sheet Line June 30, 2021 Current Operating Lease Liability Current Liabilities $ - Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line June 30, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $24,673 in 2021 Non-Current Assets $ 1,455,734 Liability Balance Sheet Line June 30, 2021 Current Finance Lease Liability and Current Liabilities $ 21,405 Non-Current Finance Lease Liability Non-Current Liabilities $ 1,451,043 Lease Costs The table below summarizes the components of lease costs for the following periods: Schedule of lease cost Three Months Six Months June 30, 2021 Year Ended December 31, 2020 Lease Cost: Amortization of Right-of-Use Assets $ 12,337 $ 24,673 $ — Interest on lease liabilities 13,224 26,485 — Operating Lease Expense 3,200 8,000 19,200 Total $ 28,761 $ 59,158 $ 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 June 30, 2021 are as follows: Schedule Of Future Maturities Of Finance And Operating Lease Liabilities Maturities Analysis as of June 30, 2021: Finance Operating 2021 $ 38,848 $ — 2022 70,267 — 2023 71,672 — 2024 73,106 — 2035 74,568 — Thereafter 1,375,000 — Total $ 1,703,461 $ — Less: Present value discount (231,013 ) — Lease Liability $ 1,472,448 $ — 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 15 2,814 42,210 Previously, on April 30, 2019, the Company issued warrants to purchase 14,042 4.99 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 402,900 833,446 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 5,000 (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 $ 250,000 100,000 (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 (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 250,000 225,000 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 15,410 As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS 172 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 plaintiff: (1) Lifted Liquids, Inc. v Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe 30,000 14,569 Lifted currently is involved in one pending lawsuit, as the defendant: (1) Martha, Edgar v. Lifted Liquids – 5,000 5,000 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 |
COMPANY-WIDE MANAGEMENT BONUS P
COMPANY-WIDE MANAGEMENT BONUS POOL | 6 Months Ended |
Jun. 30, 2021 | |
Company-wide Management Bonus Pool | |
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. During the quarter ended June 30, 2021, the Company accrued $ 816,388 A s of June 30, 2021, the total accrual for the Annual Bonus was $ 1,159,335 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 13, 2021, which is the date through which the financial statements were available to be issued. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation On May 18, 2021, the Company amended its articles of incorporation with the State of Nevada to change its name to LFTD Partners Inc. from Acquired Sales Corp. In connection with the name change to LFTD Partners Inc., the Company filed a required notification with the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization that is involved with the coordination of the clearing, settling and processing of transactions in equity securities, including our common stock. The Company’s name change notification to FINRA included a request for a new stock trading symbol. The change of the Company’s name to LFTD Partners Inc. and the change of trading symbol to reflect our common stock in the clearing, settling and processing of transactions in equity securities is pending, subject to FINRA clearance. As a result, we continue to refer to the Company in this report as Acquired Sales Corp. (and sometimes referred to in the body of this Report as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.). The Company was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are currently traded on the OTCQX Best Market under the trading symbol AQSP. We expect OTC Markets, Inc. to change the Company’s tier to the OTCQB Venture Market from the OTCQX Best Market within the next 30 days because we do not meet the OTCQX Best Market qualifications. We do not believe that the transition to the OTCQB market tier will have a material impact on our stock price or our trading volume. 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 products infused with hemp-derived cannabinoids (including but not limited to delta-8-THC, delta-9-THC, 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, caviar cones, dabs, cartridges, gummies, saucy dmnds, flower, disposable vapes, tinctures, powder, water packets, effervescent tablets, capsules, bath bombs, balms, body washes, gummies, food, chocolate, other edibles, and non-prescription cannabinoid formulations (a “Canna-Infused Products Company”). Our business also involves selling and distributing products containing synthetic nicotine. During 2020, our business also involved selling and distributing hand sanitizer, but it is unlikely that this hand sanitizer business will continue going forward. Management of the Company is open-minded to the concept of also acquiring operating businesses and/or assets involving products containing 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 4.99 Lifted Made owns 50 We have also terminated a planned acquisition of a Canna-Infused Products Company called CBD Lion LLC. At this point in time, we have entered into a Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC, which Letter of Intent is described below. We also are in discussions with certain other 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. At this point in time, we are working with an investment banking firm regarding the potential for a $30 million capital raise, in conjunction with a potential listing of our common stock on a Canadian stock exchange. However, there can be no guarantee or assurance that any such capital raise or listing will be completed on acceptable terms, if at all. Letter of Intent relating to the proposed acquisition of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC On June 15, 2021, we, along with our Chairman and CEO Gerard M. Jacobs, our President and CFO William C. “Jake” Jacobs, and our Vice Chairman and COO Nicholas S. Warrender, entered into a Letter of Intent (the “LOI”) with Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”), Christopher G. Wheeler (“Wheeler”), and The terms of the proposed transactions (“Transactions”) must be set forth in a definitive agreement. There are no assurances that we will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that the proposed purchase will be consummated. Even if a definitive agreement is executed, the terms of the proposed purchase may change materially from the terms set forth in the Letter of Intent. There will be many conditions to closing, many of which are outside of the parties’ control and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement. The Proposed Transactions In the proposed Transactions: (a) We will acquire One Hundred Percent (100%) of the ownership interests in Savage in a reorganization (the “Merger”), for the following consideration (“Merger Consideration”): Fifteen Million Eight Hundred Forty Thousand Dollars ($15,840,000) in cash, plus Eight Million Six Hundred Ninety-One Thousand Three Hundred Fifty-Eight (8,691,358) shares of unregistered common stock of AQSP (“AQSP Stock”) with a value of Twenty-Eight Million One Hundred Sixty Thousand Dollars ($28,160,000) based upon the closing trade price of AQSP Stock on the date of the LOI (the “Stock Consideration”); (b) We will purchase One Hundred Percent (100%) of the ownership interests in Premier Greens, for the following consideration: Nine Hundred Twenty Thousand Dollars ($920,000) in cash; and (c) Using cash provided by us (in addition to the Merger Consideration), Savage will purchase from the other owners of MKRC (the “Other MKRC Owners”) the remaining Fifty-Four Percent (54%) of the ownership interests in MKRC that Savage does not currently own, for the following consideration: One Million Eighty Thousand Dollars ($ 1,080,000 Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent ( 100 50 51 6 33 Following the Closing, we will continue to own One Hundred Percent ( 100 4.9 50 100 100 Conditions The Closing will be subject to the following conditions: Audits Mutual “Due Diligence Savage, Premier Greens, MKRC, and RJMC shall allow us to conduct a confidential so-called “due diligence” investigation of Savage’s, Premier Greens’, MKRC’s, and RJMC’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to us in our discretion, then the Transactions shall be abandoned. We shall allow Savage, Premier Greens and MKRC to conduct a confidential so-called “due diligence” investigation of our and Lifted Made’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to Savage in its discretion, then the Transactions shall be abandoned. Closing Documentation (a) The Merger Agreement (b) The Purchase Agreement (c) Wheeler Employment Agreement: A five-year ‘“rolling’’ employment agreement between us and Wheeler, for Wheeler to serve as Savage’s and Premier Greens’ CEO and as our Co-Founder and Chief Sales Officer, and to serve alongside Winters, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs as a member of our internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($ 250,000 400,000 (d) Winters Employment Agreement: A five-year “rolling” employment agreement between us and Winters, for Winters to serve as Savage’s and Premier Greens’ President and CFO and as our Co-Founder and Chief Risk Officer, and to serve alongside Wheeler, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs as a member of our internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to us/Lifted/Savage/Premier Greens meeting certain financial performance criteria (the “Winters Employment Agreement”); (e) Amended Employment Agreements: Amendments to the existing employment agreements between us and Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of our Board of Directors, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs, Wheeler and Winters, to be effective upon the Closing; (f) Shareholders Agreement: A shareholders agreement (the “Shareholders Agreement”) among Wheeler, Winters, Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs (collectively the “Parties to the Shareholders Agreement”), it being understood that the Shareholders Agreement shall include, among other things, agreements by each of the Parties to the Shareholders Agreement: (1) to nominate, support and vote in favor of slates of nominees for the Boards of Directors of us, Lifted and Savage who are mutually acceptable to the Parties to the Shareholders Agreement; (2) to support and vote in favor of base salaries, a management bonus pool, and future stock options or warrants, for our key executives including Wheeler, Winters, Nicholas S. Warrender, Gerard M. Jacobs, William C. Jacobs, that are mutually acceptable to the Parties to the Shareholders Agreement; (3) to support and vote in favor of future acquisitions and divestitures, capital raises, and other lawful corporate transactions from time to time, that are mutually acceptable to the Parties to the Shareholders Agreement; and (4) not to directly or indirectly sell or transfer any of their Acquired Sales Corp. stock, options or warrants as part of an agreement, contract, plan or arrangement of any nature that is intended to result in a change of control of us, unless such agreement, contract, plan or arrangement is mutually acceptable to the Parties to the Shareholders Agreement and is approved by a majority of our Board of Directors; (g) Working Capital/Liquidity: Evidence, satisfactory to us in our discretion, that as of the Closing the aggregate value of Savage’s inventory, cash on hand, and accounts receivables exceed Savage’s accounts payable and other short-term liabilities by at least Two Million Dollars ($2,000,000), less any amounts contributed by Savage to MKRC to fund additional building commitments prior to the Closing; and (h) Payoff or Termination of Certain Obligations: Evidence, satisfactory to us in our discretion, that Savage, Premier Greens, MKRC, Wheeler and Winters have paid off or otherwise terminated certain obligations including but not limited to all obligations: (i) payable by Savage, Premier Greens, MKRC, Wheeler and/or Winters to former or current shareholders, directors, officers or employees of those entities; (ii) payable by Savage, Premier Greens, or MKRC to any banks or other sources of debt except certain specified equipment purchase debt obligations that are being paid off in installments, and except for that certain bank mortgage on the building in Palm Springs, California that is owned by MKRC; or (iii) payable by Savage, Premier Greens or MKRC to Wheeler, Winters or their respective relatives, or to trusts of which Wheeler, Winters or any of their respective relatives are the beneficiaries or are otherwise affiliated. Capital Raise Tax Opinion Corporate Approvals Securities Filings and Governmental Approvals Pre-Closing Agreements and Covenants Exclusivity Ordinary Course of Business Acquisitions Commercially Reasonable Efforts Post-Closing Agreements and Covenants Corporate Name and Ticker Symbol Operation of Savage and Premier Greens Operation of Acquired Sales Corp Termination of the LOI Events of Termination (a) The Audit shall not have been completed, or the results of the Audit shall have not been accepted by us, by an outside date of March 15, 2022; (b) We have not closed the Capital Raise by an outside date of March 15, 2022; (c) The Merger Agreement and the Purchase Agreement have not been signed by March 15, 2022 (the Merger Agreement and the Purchase Agreement, if executed, shall include an outside closing date of March 15, 2022, or such other date as mutually agreed by the parties); (d) We shall have delivered written notice to Savage that we are abandoning the Transactions due to a determination that the results of the “due diligence” investigation of Savage, Premier Greens, MKRC, RJMC, AAA and Remediez are not acceptable to us; (e) Savage shall have delivered written notice to Lifted that Savage is abandoning the Transactions due to a determination that the results of the “due diligence” investigation of us and Lifted Made are not acceptable to Savage; or (f) Any material provisions of the LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to the LOI are unable to mutually agree upon how to proceed forward with the Transactions as impacted by such court or SEC action. Expenses Except as expressly set forth in the LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transactions. Without limiting the generality of the foregoing, each of the Parties to the LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party. Source of Funds for the Proposed Savage Transactions We anticipate that the source of funds cash component of the acquisition of Savage and its affiliates would be proceeds from future sales of Acquired Sales Corp.’s equity securities, and potentially partially from revenues from our business from our operations. Professional costs in connection with the transaction would be paid using cash on hand and from proceeds of the proposed equity raises. Acquisition of 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) On February 24, 2020 we closed on the acquisition of 100% of the ownership of hemp-derived cannabinoid-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). Pursuant to the Merger, Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation ("Lifted" or "Lifted Made"), is now operating as a wholly-owned subsidiary of ours, led by Nicholas S. Warrender as Lifted's CEO and also as our Vice Chairman and Chief Operating Officer. Nicholas S. Warrender shall, subject to certain conditions, enjoy so-called “piggyback registration rights” and "demand registration rights" in regard to the Stock Consideration, pursuant to a Registration Rights Agreement. Ownership of 4.99% of Ablis, Bendistillery and Bend Spirits On April 30, 2019, we closed on the acquisition of 4.99 |
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 |
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, Ablis Holding Company, Bendistillery Inc. and Bend Spirits, Inc. are not publicly traded, and as such their 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 1,302 5,743 Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
Inventory | Inventory Schedule of inventory June 30, 2021 December 31, 2020 Raw Goods $ 857,236 $ 500,657 Finished Goods $ 336,796 $ 140,538 Total Inventory $ 1,194,032 $ 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 June 30, 2021, $ 24,979 14,560 During the quarter ended March 31, 2021, $ 16,472 8,313 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 June 30, 2021: 1) Various packaging; 2) Raw ingredients; and 3) 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 2,500 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 |
State Licensing Deposits | State Licensing Deposits |
Investments | 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 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. As such, 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. 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. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates, (4) a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment, and (5) factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. Up to the date of this report on Form 10-Q, none of the above the above factors have been applicable to the Company’s investments. The qualitative assessments at the end of quarters one, two and three are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of quarter four relating to these entities also includes review of their respective financial statements that have been reviewed by a third party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, 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 July 15, 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 quarter ended June 30, 2021. 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 included, among other things: sales of Ablis are up from the second half of 2020 to the first half of 2021; Ablis “on premise” sales (in restaurants and bars) are improving as restaurants have re-opened; Ablis distributors are ordering again (and more frequently); and Ablis online sales in the first half of 2021 are up compared to in the first half of 2020. The information that was shared by the management of Bendistillery and Bend Spirits included, among other things: combined revenue for the first half of 2021 is down just 2.3% from the first half of 2020 (when there was lots of panic buying), but the two year annualized sales average is up 12.7%, with a five year annualized average growth of 9.1%. Also: Bendistillery is closer to the release of a new “Ready-to-Drink” beverage; Bend Spirits has new clients in the pipeline; direct-to-consumer channels are gaining traction; and Bendistillery’s sales team is making gains in key markets. 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. 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 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). Although both entities still plan to make and sell products containing hemp-derived THCV, the new entity was never funded, and the managers of LftdXSvg LLC unanimously decided to dissolve LftdXSvg LLC on June 23, 2021. |
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 Historically, the Company has sold 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 Made-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. Typically, 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. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination. 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 June 30, 2021, nearly all of the Company’s sales occurred inside of the United States of America. The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products. Shown below is a table showing the approximate disaggregation of historical revenue: Schedule of disaggregation of historical revenue February 24, 2020 (Closing on Lifted)-March 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-March 31, 2020 February 24, 2020 (Closing on Lifted)-December 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-December 31, 2020 For the three months ended March 31, 2021 % of Net Sales During the three months ended March 31, 2021 For the three months ended June 30, 2021 % of Net Sales During the three months ended June 30, 2021 Net sales of raw materials to customers $ 788 0.21 % $ 694,707 13 % $ 10,696 0.32 % $ 40,761 0.583 % Net sales of products to private label clients $ 8,349 2 % $ 1,443,687 27 % $ 758,140 23 % $ 1,326,016 19 % Net sales of products to wholesalers $ 170,414 46 % $ 1,096,199 21 % $ 612,041 18 % $ 1,017,732 15 % Net sales of products to distributors $ 184,274 50 % $ 1,982,810 37 % $ 1,728,794 52 % $ 4,236,712 61 % Net sales of products to end users $ 6,599 2 % $ 126,917 2 % $ 243,598 7 % $ 369,320 5 % Net Sales $ 370,424 $ 5,344,320 $ 3,353,270 $ 6,990,541 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 June 30, 2021 and December, 31, 2020 was $ 1,114,922 1,096,120 |
Cost of Goods Sold | Cost of Goods Sold – Cost of goods sold consists of the costs of raw materials utilized in the manufacture of products, direct labor, co-packing fees, repacking fees, freight and shipping charges, warehouse expenses incurred prior to the manufacture of Lifted’s finished products and certain quality control costs. Raw materials account for the largest portion of cost of sales. Raw materials include ingredients, product components and packaging materials. $ 150,115 of cost of goods sold during the three months ended June 30, 2021 relates to spoiled and obsolete inventory written off. There was no spoiled and obsolete inventory written off during the three months ended June 30, 2020. |
Operating Expenses | Operating Expenses |
Income Taxes | Income Taxes |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net Income/(Loss) $ 1,596,154 $ (419,313 ) Net Income/(Loss) $ 2,214,512 $ (2,179,939 ) Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 11,042,657 6,462,070 Basic 9,259,696 5,387,319 Diluted 14,381,105 6,462,070 Diluted 12,598,144 5,387,319 Basic Net Income (Loss) per Common Share $ 0.14 $ (0.06 ) Basic Net Income (Loss) per Common Share $ 0.24 $ (0.40 ) Diluted Net Income (Loss) per Common Share $ 0.11 $ (0.06 ) Diluted Net Income (Loss) per Common Share $ 0.17 $ (0.40 ) As of June 30, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,151,698 205,500 2,625,000 31,250 2,295,000 Regarding the aforementioned rights to purchase warrants to purchase 2,625,000 1.25 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 1,650,000 645,000 In comparison, at June 30, 2020, there were outstanding options and warrants to purchase 1,586,619 475,000 1,820,000 745,000 1,820,000 Series A Preferred Stock 6,615,000 100,000 500,000 |
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. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses 98,133 150,160 53,922 66,048 |
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. Schedule of intangible assets and goodwill 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. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of inventory | Schedule of inventory June 30, 2021 December 31, 2020 Raw Goods $ 857,236 $ 500,657 Finished Goods $ 336,796 $ 140,538 Total Inventory $ 1,194,032 $ 641,195 |
Schedule of disaggregation of historical revenue | Schedule of disaggregation of historical revenue February 24, 2020 (Closing on Lifted)-March 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-March 31, 2020 February 24, 2020 (Closing on Lifted)-December 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-December 31, 2020 For the three months ended March 31, 2021 % of Net Sales During the three months ended March 31, 2021 For the three months ended June 30, 2021 % of Net Sales During the three months ended June 30, 2021 Net sales of raw materials to customers $ 788 0.21 % $ 694,707 13 % $ 10,696 0.32 % $ 40,761 0.583 % Net sales of products to private label clients $ 8,349 2 % $ 1,443,687 27 % $ 758,140 23 % $ 1,326,016 19 % Net sales of products to wholesalers $ 170,414 46 % $ 1,096,199 21 % $ 612,041 18 % $ 1,017,732 15 % Net sales of products to distributors $ 184,274 50 % $ 1,982,810 37 % $ 1,728,794 52 % $ 4,236,712 61 % Net sales of products to end users $ 6,599 2 % $ 126,917 2 % $ 243,598 7 % $ 369,320 5 % Net Sales $ 370,424 $ 5,344,320 $ 3,353,270 $ 6,990,541 |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net Income/(Loss) $ 1,596,154 $ (419,313 ) Net Income/(Loss) $ 2,214,512 $ (2,179,939 ) Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 11,042,657 6,462,070 Basic 9,259,696 5,387,319 Diluted 14,381,105 6,462,070 Diluted 12,598,144 5,387,319 Basic Net Income (Loss) per Common Share $ 0.14 $ (0.06 ) Basic Net Income (Loss) per Common Share $ 0.24 $ (0.40 ) Diluted Net Income (Loss) per Common Share $ 0.11 $ (0.06 ) Diluted Net Income (Loss) per Common Share $ 0.17 $ (0.40 ) |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | Schedule of Selected Quarterly Financial Information For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended June 30, March 31, December 31, September 30, 2021 2020 2021 2020 2020 2019 2020 2019 Net Sales $ 6,695,144 $ 1,267,942 $ 3,353,270 $ 370,424 $ 2,196,518 $ 0 $ 1,509,437 $ 0 Cost of Goods Sold 3,035,630 1,018,047 1,707,523 198,109 1,312,946 0 878,327 0 Gross Profit 3,659,515 249,895 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 95,474 42,664 56,464 24,703 43,081 13,325 40,568 12,825 Bank Charges and Merchant Fees 118,055 — 66,570 27,824 30 14,702 90 Accrual for Company-Wide Management Bonus Pool 816,388 — 342,947 — — — — — Management Bonuses Owed Under Compensation Agreement — — — 350,000 — — — — Bad Debt 19,196 24,904 977 728 2,915 0 94,251 0 Payroll, Consulting and Independent Contractor Expenses 791,000 239,749 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 133,892 176,890 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 98,133 53,922 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 26,215 4,171 41,783 1,877 5,245 0 5,092 0 Rent Expense (8,413 ) — 5,430 — 8,388 0 6,747 0 Warehouse & Lab Expenses (too small to capitalize) 12,712 56,625 18,500 — 5,433 0 3,974 0 Income/(Loss) From Operations 1,556,863 (349,030 ) 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) (43,330 ) — (7,211 ) — (4,429 ) — — — Income from SmplyLifted for WCJ Labor 769 — 1,072 — — — — — Settlement Income/Gain on Settlement — — — — 12,500 — — — Settlement Costs — (97,000 ) — — — — — — Interest Expense (35,398 ) (19,019 ) (36,347 ) (7,605 ) (19,281 ) — (19,281 ) — Dividend Income — — — — 2,495 — — — Warehouse Buildout Credits 600 400 600 — 600 — 600 — Penalties — — (450 ) — — — — — Gain on Forgiveness of Debt 151,147 10,000 — — 81,272 — — — Refund of Merchant Account Fees — 34,429 — — — — — — Gain(Loss) on Disposal of Fixed Assets (4,750 ) — — — — — — — Loss on Deposit (30,000 ) — — — — — — — Interest Income 253 907 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) 39,292 (70,283 ) (42,134 ) (1,929 ) 73,890 12,369 (17,899 ) 5,334 Income/(Loss) Before Provision for Income Taxes 1,596,154 (419,313 ) 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 1,596,154 $ (419,313 ) $ 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 $ 0.14 $ (0.06 ) $ 0.08 $ (0.41 ) $ 0.06 $ (0.11 ) $ 0.01 $ (0.06 ) Diluted $ 0.11 $ (0.06 ) $ 0.04 $ (0.41 ) $ 0.02 $ (0.11 ) $ — $ (0.06 ) Weighted average number of common shares outstanding Basic 11,042,657 6,462,070 7,456,925 4,312,568 6,463,301 2,726,669 6,460,236 2,597,302 Diluted 14,381,105 6,462,070 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment Asset Class June 30, 2021 December 31, 2020 Machinery & Equipment $ 181,059 $ 103,084 Leasehold Improvements - Zion $ 20,089 $ 42,381 Leasehold Improvements - Kenosha $ 137,385 $ — Furniture & Fixtures - Kenosha $ 32,963 $ 4,288 Sub-total: $ 371,496 $ 149,753 Less: accumulated depreciation $ (55,602 ) $ (14,361 ) $ 315,894 $ 135,392 |
Schedule of Estimated useful lives | Schedule of Estimated useful lives Asset Class Estimated Useful Life Machinery & Equipment 60 Trade Show Booth 36 Leasehold Improvements 60 Furniture & Fixtures 60 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of assets and liabilities assumed | Schedule of assets and liabilities assumed 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 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | Schedule of Share-based Compensation, Stock Options and Warrant Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (Years) Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, April 1, 2021 4,517,869 $ 2.37 3.69 $ 23,198,015 Warrants Exercised During Q2 2021 143,092 Warrants Forfeited During Q2 2021 61,329 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, June 30, 2021 4,313,448 $ 2.42 3.47 $ 8,644,320 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2021 6,308,448 $ 2.61 3.50 $ 11,456,820 |
CONTINGENT CONTRACTUAL OBLIGA_2
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | Schedule of Operating Lease Assets and Liabilities Asset Balance Sheet Line June 30, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $43,356 in 2021 Non-Current Assets $ - Liability Balance Sheet Line June 30, 2021 Current Operating Lease Liability Current Liabilities $ - Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line June 30, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $24,673 in 2021 Non-Current Assets $ 1,455,734 Liability Balance Sheet Line June 30, 2021 Current Finance Lease Liability and Current Liabilities $ 21,405 Non-Current Finance Lease Liability Non-Current Liabilities $ 1,451,043 |
Schedule of lease cost | Schedule of lease cost Three Months Six Months June 30, 2021 Year Ended December 31, 2020 Lease Cost: Amortization of Right-of-Use Assets $ 12,337 $ 24,673 $ — Interest on lease liabilities 13,224 26,485 — Operating Lease Expense 3,200 8,000 19,200 Total $ 28,761 $ 59,158 $ 19,200 |
Schedule Of Future Maturities Of Finance And Operating Lease Liabilities | Schedule Of Future Maturities Of Finance And Operating Lease Liabilities Maturities Analysis as of June 30, 2021: Finance Operating 2021 $ 38,848 $ — 2022 70,267 — 2023 71,672 — 2024 73,106 — 2035 74,568 — Thereafter 1,375,000 — Total $ 1,703,461 $ — Less: Present value discount (231,013 ) — Lease Liability $ 1,472,448 $ — |
BASIS O F PRESENTATION AND SIGN
BASIS O F PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw Goods | $ 857,236 | $ 500,657 |
Finished Goods | 336,796 | 140,538 |
Total Inventory | $ 1,194,032 | $ 641,195 |
BASIS O F PRESENTATION AND SI_2
BASIS O F PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Revenues (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 01, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | $ 370,424 | $ 3,353,270 | $ 6,990,541 | $ 5,344,320 | ||
Private Label Clients [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | 8,349 | $ 758,140 | $ 1,326,016 | $ 1,443,687 | ||
Net sales, percentage | 23.00% | 19.00% | 27.00% | 27.00% | 2.00% | |
Wholesalers [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | $ 170,414 | $ 612,041 | $ 1,017,732 | $ 1,096,199 | ||
Net sales, percentage | 46.00% | 18.00% | 15.00% | 21.00% | 21.00% | |
Distributors [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | $ 184,274 | $ 1,728,794 | $ 4,236,712 | $ 1,982,810 | ||
Net sales, percentage | 52.00% | 61.00% | 37.00% | 37.00% | 50.00% | |
Products To End Users [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | $ 6,599 | $ 243,598 | $ 369,320 | $ 126,917 | ||
Net sales, percentage | 2.00% | 7.00% | 5.00% | 2.00% | 2.00% | |
Customers [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Net sales | $ 788 | $ 10,696 | $ 40,761 | $ 694,707 | ||
Net sales, percentage | 0.21% | 0.32% | 0.583% | 13.00% | 13.00% |
BASIS O F PRESENTATION AND SI_3
BASIS O F 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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net Income/(Loss) | $ 1,596,154 | $ (419,313) | $ 2,214,512 | $ (2,179,939) |
Weighted average number of common shares outstanding: | ||||
Basic | 11,042,657 | 6,462,070 | 9,259,696 | 5,387,319 |
Diluted | 14,381,105 | 6,462,070 | 12,598,144 | 5,387,319 |
Basic Net Income (Loss) per Common Share | $ 0.14 | $ (0.06) | $ 0.24 | $ (0.40) |
Diluted Net Income (Loss) per Common Share | $ 0.11 | $ (0.06) | $ 0.17 | $ (0.40) |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 14 Months Ended | |||||||
Feb. 24, 2020 | Apr. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Feb. 24, 2020 | [2] | Mar. 31, 2021 | Mar. 31, 2020 | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 50.00% | 50.00% | ||||||||||
Cash provided | $ 1,080,000 | $ 1,080,000 | ||||||||||
Annual base salary | 250,000 | |||||||||||
Bonus | 400,000 | |||||||||||
FDIC limit | 250,000 | 250,000 | ||||||||||
Allowances for bad debts | 1,302 | 1,302 | $ 5,743 | |||||||||
Finished goods | 24,979 | $ 14,560 | 24,979 | $ 14,560 | $ 16,472 | $ 8,313 | ||||||
Fixed Assets capitalized | 2,500 | 2,500 | ||||||||||
Investment | 200,000 | 200,000 | ||||||||||
Deferred revenue | 1,114,922 | $ 1,114,922 | 1,096,120 | |||||||||
Cost of Goods and Services Sold | $ 150,115 | 0 | ||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | 6,615,000 | ||||||||||
Stock issued for cash , Value | $ 100,000 | 500,000 | ||||||||||
Advertising and Marketing Expenses | $ 98,133 | $ 53,922 | $ 150,160 | $ 66,048 | ||||||||
Net Sales | 5,344,320 | [1] | $ 4,450,339 | |||||||||
Net Earnings | $ 461,913 | [1] | $ 549,999 | |||||||||
Equity Option [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,151,698 | 1,586,619 | ||||||||||
Warrant [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 205,500 | 2,625,000 | ||||||||||
Warrant 3 [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,625,000 | 1,820,000 | ||||||||||
Unvested warrants | 1,250,000 | 745,000 | 1,250,000 | 745,000 | ||||||||
Financing Warrant [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,250 | 475,000 | ||||||||||
Warrant 4 [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,295,000 | |||||||||||
Unvested warrants | 645,000 | 1,820,000 | 645,000 | 1,820,000 | ||||||||
Warrants vested | 1,650,000 | 1,650,000 | ||||||||||
M K R C [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 100.00% | 100.00% | ||||||||||
Lftd X Svg L L C [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 50.00% | 50.00% | ||||||||||
R J M C Brands L L C [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 51.00% | 51.00% | ||||||||||
A A A Brands L L C [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 6.00% | 6.00% | ||||||||||
Remediez [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 33.00% | 33.00% | ||||||||||
Lifted Liquids Inc [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 100.00% | 100.00% | ||||||||||
Ablis Holding [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 4.90% | 4.90% | ||||||||||
Smply Lifted L L C [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 50.00% | 50.00% | ||||||||||
Premier Greens [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 100.00% | 100.00% | ||||||||||
Savage [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 100.00% | 100.00% | ||||||||||
Warrender Enterprise Inc [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Acquisition, description | we closed on the acquisition of 100% of the ownership of hemp-derived cannabinoid-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"). | |||||||||||
Bendistillery Inc [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 4.99% | |||||||||||
Aggregate purchase price | $ 1,896,200 | |||||||||||
Bendistillery [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 4.99% | |||||||||||
Ablis [Member] | ||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||
Ownership interests | 4.99% | |||||||||||
[1] | February 24, 2020 (acquisition date) to December 31, 2020 | |||||||||||
[2] | January 1, 2019 through February 24, 2020 (acquisition date) |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL INFORMATION (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | ||||||||
Mar. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Effect of Fourth Quarter Events [Line Items] | ||||||||||||
Net Sales | $ 370,424 | $ 3,353,270 | $ 6,990,541 | $ 5,344,320 | ||||||||
Cost of Goods Sold | $ 3,035,630 | $ 1,018,047 | 4,743,153 | $ 1,216,157 | ||||||||
Gross Profit | 3,659,515 | 249,895 | 5,305,262 | 422,210 | ||||||||
Stock Compensation Expense | 0 | 0 | 0 | 1,393,648 | ||||||||
Selling, General and Administrative Expenses | 95,474 | 42,664 | 151,938 | 63,522 | ||||||||
Bank Charges and Merchant Fees | 118,055 | 0 | 184,625 | 0 | ||||||||
Accrual for Company-Wide Management Bonus Pool | 816,388 | 0 | 1,159,335 | 0 | ||||||||
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | 0 | 350,000 | ||||||||
Bad Debt | 19,196 | 24,904 | 20,173 | 27,637 | ||||||||
Payroll, Consulting and Independent Contractor Expenses | 791,000 | 239,749 | 1,098,524 | 322,966 | ||||||||
Professional Fees | 133,892 | 176,890 | 226,925 | 243,444 | ||||||||
Advertising and Marketing | 98,133 | 53,922 | 150,160 | 66,048 | ||||||||
Depreciation and Amortization | 26,215 | 4,171 | 67,998 | 6,048 | ||||||||
Rent Expense | 8,413 | 0 | 2,983 | 0 | ||||||||
Income/(Loss) From Operations | 1,556,863 | (349,030) | 2,217,355 | (2,107,728) | ||||||||
Other Income/(Expenses) | ||||||||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (43,330) | 0 | (50,541) | 0 | ||||||||
Income from SmplyLifted for WCJ Labor | 769 | 0 | 1,841 | 0 | ||||||||
Settlement Costs | (97,000) | 0 | (97,000) | |||||||||
Interest Expense | (35,398) | (19,019) | (71,745) | (26,623) | ||||||||
Warehouse Buildout Credits | 600 | 400 | 1,200 | 400 | ||||||||
Penalties | 0 | 0 | (450) | 0 | ||||||||
Gain on Forgiveness of Debt | 151,147 | 0 | ||||||||||
Refund of Merchant Account Fees | 0 | 34,429 | 0 | 34,429 | ||||||||
Loss on Deposit | (30,000) | 0 | (30,000) | 0 | ||||||||
Interest Income | 253 | 907 | 455 | 6,583 | ||||||||
Total Other Income/(Expenses) | 39,292 | (70,283) | (2,843) | (72,211) | ||||||||
Income/(Loss) Before Provision for Income Taxes | 0 | 0 | 0 | 0 | ||||||||
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 1,596,154 | $ (419,313) | $ 2,214,512 | $ (2,179,939) | ||||||||
Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: | ||||||||||||
Basic | $ 0.14 | $ (0.06) | $ 0.24 | $ (0.40) | ||||||||
Diluted | $ 0.11 | $ (0.06) | $ 0.17 | $ (0.40) | ||||||||
Weighted average number of common shares outstanding | ||||||||||||
Basic | 11,042,657 | 6,462,070 | 9,259,696 | 5,387,319 | ||||||||
Diluted | 14,381,105 | 6,462,070 | 12,598,144 | 5,387,319 | ||||||||
Second Quarter [Member] | ||||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||
Net Sales | $ 6,695,144 | $ 1,267,942 | ||||||||||
Cost of Goods Sold | 3,035,630 | 1,018,047 | ||||||||||
Gross Profit | 3,659,515 | 249,895 | ||||||||||
Stock Compensation Expense | 0 | 0 | ||||||||||
Selling, General and Administrative Expenses | 95,474 | 42,664 | ||||||||||
Bank Charges and Merchant Fees | 118,055 | 0 | ||||||||||
Accrual for Company-Wide Management Bonus Pool | 816,388 | 0 | ||||||||||
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | ||||||||||
Bad Debt | 19,196 | 24,904 | ||||||||||
Payroll, Consulting and Independent Contractor Expenses | 791,000 | 239,749 | ||||||||||
Professional Fees | 133,892 | 176,890 | ||||||||||
Advertising and Marketing | 98,133 | 53,922 | ||||||||||
Depreciation and Amortization | 26,215 | 4,171 | ||||||||||
Rent Expense | (8,413) | 0 | ||||||||||
Warehouse & Lab Expenses (too small to capitalize) | 12,712 | 56,625 | ||||||||||
Income/(Loss) From Operations | 1,556,863 | (349,030) | ||||||||||
Other Income/(Expenses) | ||||||||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (43,330) | 0 | ||||||||||
Income from SmplyLifted for WCJ Labor | 769 | 0 | ||||||||||
Settlement Income/Gain on Settlement | 0 | 0 | ||||||||||
Settlement Costs | 0 | (97,000) | ||||||||||
Interest Expense | (35,398) | (19,019) | ||||||||||
Dividend Income | 0 | 0 | ||||||||||
Warehouse Buildout Credits | 600 | 400 | ||||||||||
Penalties | 0 | 0 | ||||||||||
Gain on Forgiveness of Debt | 151,147 | 10,000 | ||||||||||
Refund of Merchant Account Fees | 0 | 34,429 | ||||||||||
Gain(Loss) on Disposal of Fixed Assets | (4,750) | 0 | ||||||||||
Loss on Deposit | (30,000) | 0 | ||||||||||
Interest Income | 253 | 907 | ||||||||||
Total Other Income/(Expenses) | 39,292 | (70,283) | ||||||||||
Income/(Loss) Before Provision for Income Taxes | 1,596,154 | (419,313) | ||||||||||
Net Income/(Loss) Attributable to Acquired Sales Corp. common stockholders | $ 1,596,154 | $ (419,313) | ||||||||||
Earnings/(Loss) Per Common Share Attributable to Acquired Sales Corp. common shareholders: | ||||||||||||
Basic | $ 0.14 | $ (0.06) | ||||||||||
Diluted | $ 0.11 | $ (0.06) | ||||||||||
Weighted average number of common shares outstanding | ||||||||||||
Basic | 11,042,657 | 6,462,070 | ||||||||||
Diluted | 14,381,105 | 6,462,070 | ||||||||||
First Quarter [Member] | ||||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||
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 | |||||||||||
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 | ||||||||||
Settlement Income/Gain on Settlement | 0 | 0 | ||||||||||
Settlement Costs | 0 | 0 | ||||||||||
Interest Expense | (36,347) | (7,605) | ||||||||||
Dividend Income | 0 | 0 | ||||||||||
Warehouse Buildout Credits | 600 | 0 | ||||||||||
Penalties | (450) | 0 | ||||||||||
Gain on Forgiveness of Debt | 0 | 0 | ||||||||||
Refund of Merchant Account Fees | 0 | 0 | ||||||||||
Gain(Loss) on Disposal of Fixed Assets | 0 | 0 | ||||||||||
Loss on Deposit | 0 | 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) | ||||||||||
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 [Member] | ||||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||
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 | ||||||||||
Bank Charges and Merchant Fees | 27,824 | 30 | ||||||||||
Accrual for Company-Wide Management Bonus Pool | 0 | 0 | ||||||||||
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | ||||||||||
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 | ||||||||||
Settlement Costs | 0 | 0 | ||||||||||
Interest Expense | (19,281) | 0 | ||||||||||
Dividend Income | 2,495 | 0 | ||||||||||
Warehouse Buildout Credits | 600 | 0 | ||||||||||
Penalties | 0 | 0 | ||||||||||
Gain on Forgiveness of Debt | 81,272 | 0 | ||||||||||
Refund of Merchant Account Fees | 0 | 0 | ||||||||||
Gain(Loss) on Disposal of Fixed Assets | 0 | 0 | ||||||||||
Loss on Deposit | 0 | 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) | ||||||||||
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 [Member] | ||||||||||||
Effect of Fourth Quarter Events [Line Items] | ||||||||||||
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 | ||||||||||
Bank Charges and Merchant Fees | 14,702 | 90 | ||||||||||
Accrual for Company-Wide Management Bonus Pool | 0 | 0 | ||||||||||
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | ||||||||||
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 | ||||||||||
Settlement Costs | 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 | ||||||||||
Refund of Merchant Account Fees | 0 | 0 | ||||||||||
Gain(Loss) on Disposal of Fixed Assets | 0 | 0 | ||||||||||
Loss on Deposit | 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) | ||||||||||
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 | $ 0 | $ (0.06) | ||||||||||
Weighted average number of common shares outstanding | ||||||||||||
Basic | 6,460,236 | 2,597,302 | ||||||||||
Diluted | 6,460,236 | 2,597,302 |
RECEIPT OF LOANS UNDER THE EC_2
RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM (Details Narrative) - USD ($) | 1 Months Ended | |||||
Apr. 20, 2021 | Apr. 20, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 14, 2020 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Interest payable | $ 149,622 | |||||
Gain on forgiveness of Debt | $ 151,147 | |||||
Interest rate | 1.00% | |||||
Accrued Liabilities, Current | $ 82 | $ 1,443 | $ 1,074 | |||
P P P Loan [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Interest payable | $ 1,525 | |||||
E I D L [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Repayment of loan | $ 10,000 | |||||
B M O Harris Bank [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Debt Instrument, Face Amount | $ 149,622 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Accumulated deficit | $ 14,989,850 | $ 17,141,175 | $ 14,989,850 | $ 17,141,175 | |
Prefered stock, dividend rate | 3.00% | ||||
Accrued bonus | $ 300,000 | $ 300,000 | |||
Sales [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 32.00% | ||||
Sales [Member] | Four Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 50.00% | ||||
Sales [Member] | Five Customers [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 57.00% | ||||
Supplies [Member] | Five Vendors [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 74.00% | 61.00% | |||
Supplies [Member] | Seven Vendors [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 75.00% | ||||
Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Accrued bonus | $ 350,000 |
THE COMPANY_S INVESTMENTS (Deta
THE COMPANY’S INVESTMENTS (Details Narrative) - USD ($) | Jun. 30, 2021 | Sep. 22, 2020 | Apr. 30, 2019 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Ownership interests | 50.00% | ||
Investment | $ 200,000 | ||
Bendistillery [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Ownership interests | 4.99% | ||
Purchse price | $ 1,896,200 | ||
Smply Lifted L L C [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Ownership interests | 50.00% |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 371,496 | $ 149,753 |
Less: Accumulated depreciation | (55,602) | (14,361) |
Net property and equipment | 315,894 | 135,392 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | 181,059 | 103,084 |
Leasehold Improvements Zion [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | 20,089 | 42,381 |
Leasehold Improvements Kenosha [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | 137,385 | 0 |
Furniture And Fixtures Kenosha [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 32,963 | $ 4,288 |
PROPERTY AND EQUIPMENT, NET_ Pr
PROPERTY AND EQUIPMENT, NET: Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 60 months |
Trade Show Booth [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 36 months |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 60 months |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 60 months |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 13,461 | $ 3,754 | $ 5,492 | $ 42,490 |
Capitalized property and equipment | $ 54,507 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | Aug. 08, 2019 | Sep. 01, 2015 | Dec. 31, 2019 | Jul. 31, 2014 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jul. 31, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Jul. 14, 2014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Loan to SmplyLifted LLC | $ 387,500 | $ 387,500 | $ 387,500 | $ 293,750 | ||||||||||
Imputed interest receivable | 315 | 315 | ||||||||||||
Bad debt expense | 19,196 | $ 24,904 | 20,173 | $ 27,637 | ||||||||||
William Noyes Webster Foundation Inc [Member] | Secured Promissory Note [Member] | ||||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Advances | $ 600,000 | |||||||||||||
Bad debt expense | $ 737,850 | |||||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||||||||
Note receivable payment | 602,500 | $ 135,350 | ||||||||||||
Note Receivable | $ 737,850 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |||||||||||||
William Noyes Webster Foundation Inc [Member] | Secured Promissory Note [Member] | Payment To Consultant [Member] | ||||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Advances | $ 2,500 | |||||||||||||
William Noyes Webster Foundation Inc [Member] | Secured Promissory Note [Member] | Unfunded Portion Of Note [Member] | ||||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 897,500 | |||||||||||||
William Noyes Webster Foundation Inc [Member] | Interest Receivable 1 [Member] | ||||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Bad debt expense | $ 97,427 | |||||||||||||
C B D Lion [Member] | ||||||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||||||||||
Imputed interest receivable | 2,112 | 2,112 | ||||||||||||
Loan | $ 300,000 | |||||||||||||
Interest rate | 6.00% | |||||||||||||
Payment of loan | $ 200,000 | |||||||||||||
Accrued interest | $ 6,945 | $ 6,945 | ||||||||||||
Reimbursement of professional fees | 31,500 | |||||||||||||
Advances | $ 168,500 | |||||||||||||
Bad debt expense | $ 2,006 |
INTANGIBLE ASSETS, NET_ Purchas
INTANGIBLE ASSETS, NET: Purchase price allocation (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 24, 2020 |
Assets acquired: | |||
Security Deposit | $ 10,158 | $ 1,600 | |
Goodwill | $ 22,292,767 | $ 22,292,767 | |
Merger [Member] | |||
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 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Feb. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 32 months | |||||
Amortization expenses | $ 834 | $ 417 | $ 556 | $ 417 | ||
Ownership, percentage | 50.00% | 50.00% | ||||
Annual base Salary | $ 250,000 | |||||
Common Stock, Voting Rights | In evaluating which entity whose owners as a group retain or receive the largest portion of 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. | |||||
Goodwill | $ 22,292,767 | $ 22,292,767 | $ 22,292,767 | |||
Nicholas S Warrender [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Principal amount | $ 3,750,000 | |||||
Annual base Salary | $ 100,000 | |||||
Lifted Merger [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
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 [Member] | Warrants [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Shares issued for acquisition | 1,820,000 | |||||
Warrant exercise price | $ 5 | |||||
Lifted Merger [Member] | Promissory Note [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Business acquisition, consideration transferred | $ 3,750,000 | |||||
Nicholas S Warrender [Member] | Promissory Note [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Principal amount | $ 3,750,000 | |||||
Interest rate | 2.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 13, 2019 | Feb. 06, 2019 | Jan. 13, 2019 | Jan. 07, 2019 | Nov. 12, 2018 | Nov. 08, 2018 | Feb. 29, 2020 | Jan. 21, 2019 | Jul. 18, 2018 | Jul. 16, 2018 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Apr. 05, 2021 | Feb. 10, 2021 | Feb. 02, 2021 |
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment for commission | $ 172 | |||||||||||||||||
Shipping Costs | $ 32,536 | 39,569 | ||||||||||||||||
Bonus payable | 300,000 | |||||||||||||||||
Interest payable | $ 108,074 | 64,110 | $ 64,110 | |||||||||||||||
Transactions with liquid event marketing, description | Director of Operations, who was hired by Lifted on March 29, 2021. During the quarter ended June 30, 2021, Lifted paid Liquid Event Marketing $54,829 for the purchase of fixed assets, the installation of fixed assets, and other services. There was a payable of $26,465 owed by Lifted to Liquid Event Marketing at June 30, 2021. As of June 30, 2021, there were also expense reimbursements totaling $7,966 owed by Lifted to Lifted’s Director of Operations. During the quarter ended March 31, 2021, Lifted paid Liquid Event Marketing $118,612 for the purchase of fixed assets, the installation of fixed assets, and other services. There was no payable owed by Lifted to Liquid Event Marketing at March 31, 2021. | |||||||||||||||||
Warrant 1 [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Interest payable | $ 1,381 | |||||||||||||||||
Financing Warrants [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
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 | |||||||||||||||||
Warrender Enterprise [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Cash Consideration | $ 3,750,000 | |||||||||||||||||
Stock Consideration | 3,900,455 | |||||||||||||||||
Warrants issued | 1,820,000 | |||||||||||||||||
Warrender Enterprise [Member] | Unregistered Common Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock Consideration | 645,000 | |||||||||||||||||
Robert T Warrender I I I [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment for commission | $ 2,072 | $ 15,410 | ||||||||||||||||
N 95th Holdings [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Operating Leases, Rent Expense, Net | 17,222 | |||||||||||||||||
Amounts Owed to Related Parties | 2,383 | |||||||||||||||||
Smply Lifted [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Amounts Owed to Related Parties | 9,719 | 769 | $ 9,719 | $ 450 | $ 450 | |||||||||||||
Gerard M Jacobs [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Bonus payable | 250,000 | |||||||||||||||||
Interest payable | 4,789 | |||||||||||||||||
Warrants issued | 10,000 | 7,500 | 1,250 | |||||||||||||||
Loan | $ 8,000 | $ 5,968 | $ 804 | |||||||||||||||
Warrant expenses | $ 13,999 | $ 10,949 | $ 1,825 | |||||||||||||||
Repayment of interest payable | $ 26,628 | |||||||||||||||||
Gerard M Jacobs [Member] | Warrant 1 [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
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 | |||||||||||||||||
William C Jacobs [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Bonus payable | 100,000 | |||||||||||||||||
Interest payable | 1,984 | |||||||||||||||||
Income tax refund | 2,681 | |||||||||||||||||
Nicholas S Warrender [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Interest payable | 64,110 | 64,110 | ||||||||||||||||
Principal amount | 3,750,000 | 3,750,000 | ||||||||||||||||
Corner Vapory [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Purchase price | 0 | 10,264 | ||||||||||||||||
Canna Vita [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Purchase price | 12,036 | 8,939 | ||||||||||||||||
Account receivables | 909 | $ 1,839 | $ 1,839 | |||||||||||||||
Squeez Juice Bar [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Purchase price | $ 5,363 | 7,202 | ||||||||||||||||
Account receivables | $ 0 | |||||||||||||||||
Joshua A Bloom [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Repayment of interest payable | $ 21,540 | |||||||||||||||||
Joshua A Bloom [Member] | Warrant 1 [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
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 |
DISTRIBUTIONS TO NICHOLAS S. _2
DISTRIBUTIONS TO NICHOLAS S. WARRENDER (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Distributions To Nicholas S. Warrender | |
Total lifted distributed | $ 193,767 |
SHAREHOLDERS' EQUITY _ Schedule
SHAREHOLDERS' EQUITY : Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding at end | 4,517,869 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price at end | $ 2.37 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term | 3 years 8 months 8 days | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | $ 23,198,015 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Exercised | 143,092 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Forfeited | 61,329 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants | 4,313,448 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Exercise Price | $ 2.42 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Remaining Term | 3 years 5 months 19 days | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Intrinsic Value | $ 8,644,320 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2021 | 6,308,448 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2021 | $ 2.61 | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Remaining Term | 3 years 6 months | |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2021 | $ 11,456,820 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 08, 2021 | Nov. 04, 2020 | Apr. 02, 2020 | Sep. 29, 2021 | Nov. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 13, 2019 | Dec. 05, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||
Number of common stock cancelled | 166,888 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | $ 500,000 | |||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | 6,615,000 | |||||||||||
Share-based compensation | $ 0 | $ 0 | $ 0 | 1,393,648 | |||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
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. | ||||||||||||
Dividends Payable, Current | 4,751 | $ 4,751 | $ 145,561 | ||||||||||
Dividends, Cash | 99,462 | 108,750 | $ 199,186 | 198,450 | |||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
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. | ||||||||||||
Dividends Payable, Current | 4,750 | $ 4,750 | 5,782 | ||||||||||
Dividends, Cash | $ 0 | $ 0 | 5,844 | $ 0 | |||||||||
Settlement Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock purchased for cash | $ 50,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 166,888 | ||||||||||||
Number of shares delivered | 690,796 | ||||||||||||
Payment for shares deliver | $ 50,000 | ||||||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||||||||||||
Nonaffiliate Stockholder [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchased during period | 36,000 | 36,000 | |||||||||||
Share price | $ 0.95 | $ 0.95 | |||||||||||
Payment to repurchase shares | $ 34,200 | $ 34,200 | |||||||||||
Accredited Investors [Member] | Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
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 | ||||||||||||
W Jacobs [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation | 733,499 | ||||||||||||
James S Jacobs [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation | $ 660,149 | ||||||||||||
Option expiration date | Dec. 31, 2024 | Dec. 31, 2024 | |||||||||||
Option expire | 471,698 | 605,000 | |||||||||||
Bankers And Finders [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation | $ 874,154 | ||||||||||||
Number of warrants purchased | 416,942 |
CONTINGENT CONTRACTUAL OBLIGA_3
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Operating Lease Assets and Liabilities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease Right-of-Use Asset | $ 0 | $ 7,705 |
Current Operating Lease Liability | 0 | 7,670 |
Finance Lease Right-of-Use Asset | 1,455,734 | 0 |
Current Finance Lease Liability | 21,405 | 0 |
Non Finance Lease Liability | $ 1,451,043 | $ 0 |
CONTINGENT CONTRACTUAL OBLIGA_4
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Amortization of Right-of-Use Assets | $ 12,337 | $ 24,673 | $ 0 |
Interest on lease liabilities | 13,224 | 26,485 | 0 |
Operating Lease Expense | 3,200 | 8,000 | 19,200 |
Total | $ 28,761 | $ 59,158 | $ 19,200 |
CONTINGENT CONTRACTUAL OBLIGA_5
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Future maturities (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 38,848 |
2021 | 0 |
2022 | 70,267 |
2022 | 0 |
2023 | 71,672 |
2023 | 0 |
2024 | 73,106 |
2024 | 0 |
2025 | 74,568 |
2025 | 0 |
Thereafter | 1,375,000 |
Thereafter | 0 |
Total | 1,703,461 |
Total | 0 |
Present Value discount | (231,013) |
Present Value discount | 0 |
Total lease liability | 1,472,448 |
Total lease liability | $ 0 |
CONTINGENT CONTRACTUAL OBLIGA_6
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Apr. 30, 2019USD ($)shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Discount rate | 3.60% | 3.60% | |||||
Ownership interests | 50.00% | 50.00% | |||||
Consulting fees | $ 791,000 | $ 239,749 | $ 1,098,524 | $ 322,966 | |||
Accrued bonus | 300,000 | 300,000 | |||||
Payment for commission | $ 172 | ||||||
Ablis [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Purchase of warrants | shares | 14,042 | ||||||
Ownership interests | 4.99% | ||||||
Value of warrants purchsed | $ 40,708 | ||||||
Warrender Enterprise [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Capital raise | $ 25,000,000 | ||||||
Ablis [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
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 | ||||||
Brokers [Member] | Warrant [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Purchase of warrants | shares | 402,900 | ||||||
Value of warrants purchsed | $ 833,446 | ||||||
James S Jacobs [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Purchase of warrants | shares | 250,000 | ||||||
Consulting fees | $ 7,500 | ||||||
William C Jacobs [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Purchase of warrants | shares | 225,000 | ||||||
Consulting fees | $ 5,000 | ||||||
Accrued bonus | 100,000 | 100,000 | |||||
Gerard M Jacobs [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Accrued bonus | $ 250,000 | 250,000 | |||||
Vincent J Mesolella [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Payment for commission | $ 15,410 | $ 172 |
LEGAL PROCEEDINGS (Details Narr
LEGAL PROCEEDINGS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Settlement cost | $ 97,000 | |
Saul Roffe [Member] | ||
Loss Contingencies [Line Items] | ||
Settlement cost | 30,000 | |
Girish G P O [Member] | ||
Loss Contingencies [Line Items] | ||
Settlement cost | 14,569 | |
Martha Edgar V Lifted Liquids [Member] | ||
Loss Contingencies [Line Items] | ||
Settlement cost | $ 5,000 | $ 5,000 |
COMPANY-WIDE MANAGEMENT BONUS_2
COMPANY-WIDE MANAGEMENT BONUS POOL (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Company-wide Management Bonus Pool | |
Annual Bonus | $ 816,388 |
Accrual for annual bonus | $ 1,159,335 |