Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Details | ||
Registrant Name | LFTD PARTNERS INC. | |
Registrant CIK | 0001391135 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2021 | |
Fiscal Year End | --12-31 | |
Tax Identification Number (TIN) | 87-0479286 | |
Number of common stock shares outstanding | 14,002,578 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52102 | |
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 Interactive Data Current | Yes | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 4,304,580 | $ 439,080 |
Dividend Receivable from Bendistillery, Inc. | 0 | 2,495 |
Prepaid Expenses | 645,798 | 455,061 |
Loan to SmplyLifted LLC | 387,500 | 293,750 |
IL Income Tax Receivable | 0 | 2,715 |
Interest Receivable | 436 | 2,112 |
Note Receivable from CBD LION | 0 | 15,318 |
Accounts Receivable, net of allowance of $60,900 in 2021 and $5,743 in 2020 | 1,930,365 | 1,413,051 |
Inventory | 2,097,406 | 641,195 |
Other Assets, Current | 313 | 0 |
Total Current Assets | 9,366,397 | 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 | 100,172 | 195,571 |
Fixed Assets, less accumulated depreciation of $75,285 in 2021 and $14,361 in 2020 | 356,800 | 135,391 |
Intangible Assets, less accumulated amortization of $2,641 in 2021 and $1,390 in 2020 | 1,803 | 3,054 |
Security and State Licensing Deposits | 10,763 | 1,600 |
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $37,010 in 2021 and $0 in 2020 | 1,443,397 | 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 | 35,468,299 | 27,827,065 |
Current Liabilities | ||
Finance Lease Liability | 21,904 | 0 |
Operating Lease Liability | 0 | 7,670 |
Deferred Revenue | 675,739 | 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 | 191,562 | 250,000 |
Management Bonuses Payable - Related Party | 291,562 | 350,000 |
Company-Wide Management Bonus Pool | 1,559,335 | 0 |
Accounts Payable and Accrued Expenses | 1,465,281 | 639,479 |
Accounts Payable - Related Party | 233 | 0 |
Interest - Payable to William C. Jacobs | 2,992 | 0 |
Interest - Payable to Gerard M. Jacobs | 7,043 | 0 |
Interest - Payable to Nicholas S. Warrender | 120,205 | 64,110 |
Interest Payable - Related Party | 130,240 | 64,110 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 7,578 | 145,561 |
Series B Convertible Preferred Stock Dividends Payable | 1,784 | 5,782 |
Preferred Stock Dividends Payable | 9,362 | 151,343 |
Total Current Liabilities | 4,153,654 | 2,308,722 |
Non-Current Liabilities | ||
Paycheck Protection Program Loan | 0 | 149,623 |
Finance Lease Liability | 1,446,525 | 0 |
Notes Payable - Payable to Nicholas S. Warrender | 3,750,000 | 3,750,000 |
Total Non-Current Liabilities | 5,196,525 | 3,899,623 |
Total Liabilities | 9,350,179 | 6,208,345 |
Shareholders' Equity | ||
Preferred Stock, Value | 46 | 166 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 14,002,576 shares issued and outstanding at September 30, 2021, and 6,485,236 shares issued and outstanding at December 31, 2020 | 14,002 | 6,485 |
Treasury Stock (Purchase of 72,000 shares of common stock at $0.95 per share in 2020) | 0 | (34,200) |
Additional Paid-in Capital | 38,862,107 | 38,787,444 |
Accumulated Deficit | (12,758,035) | (17,141,175) |
Total Shareholders' Equity (Deficit) | 26,118,120 | 21,618,720 |
Interest Payable - Related Party | ||
Commitments and Contingencies | 0 | 0 |
Total Liabilities and Shareholders' Equity | $ 35,468,299 | $ 27,827,065 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance for Credit Loss | $ 60,900 | $ 5,743 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 75,285 | 14,361 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,641 | 1,390 |
Operating Lease Right Of Use Asset Accumulated Amortization | 37,010 | 0 |
Finance Lease, Right-of-Use Asset, Accumulated Amortization | $ 43,356 | $ 35,650 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 14,002,576 | 6,485,236 |
Common Stock, Shares, Outstanding | 14,002,576 | 6,485,236 |
Treasury Stock | ||
Treasury Stock, Shares | 72,000 | |
Share Price | $ 0.95 | |
Series A Convertible Preferred Stock | ||
Preferred Stock, Shares Authorized | 400,000 | 400,000 |
Preferred Stock, Shares Outstanding | 5,750 | 66,150 |
Preferred Stock, Shares Issued | 5,750 | 66,150 |
Series B Convertible Preferred Stock | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding | 40,000 | 100,000 |
Preferred Stock, Shares Issued | 40,000 | 100,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Details | ||||
Net Sales | $ 8,820,952 | $ 1,509,437 | $ 18,869,366 | $ 3,147,802 |
Cost of Goods Sold | 4,720,057 | 878,327 | 9,463,210 | 2,094,484 |
Gross Profit | 4,100,895 | 631,110 | 9,406,156 | 1,053,318 |
Stock Compensation Expense | 0 | 0 | 0 | 1,393,648 |
Selling, General and Administrative Expenses | 139,286 | 40,568 | 291,224 | 90,015 |
Bank Charges and Merchant Fees | 104,485 | 14,702 | 289,111 | 20,980 |
Accrual for Company-Wide Management Bonus Pool | 400,000 | 0 | 1,559,335 | 0 |
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | 0 | 350,000 |
Bad Debt | 61,449 | 94,251 | 81,621 | 121,887 |
Payroll, Consulting and Independent Contractor Expenses | 803,796 | 275,149 | 1,902,320 | 598,115 |
Professional Fees | 139,526 | 50,235 | 366,452 | 293,679 |
Advertising and Marketing | 86,438 | 26,670 | 236,598 | 92,718 |
Depreciation and Amortization | 16,344 | 5,092 | 84,342 | 11,140 |
Rent Expense | 4,600 | 6,747 | 1,617 | 14,585 |
Warehouse & Lab Expenses (too small to capitalize) | 26,934 | 3,974 | 58,147 | 60,559 |
Income/(Loss) From Operations | 2,318,037 | 113,722 | 4,535,392 | (1,994,008) |
Other Income/(Expenses) | ||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (44,858) | 0 | (95,399) | 0 |
Income from SmplyLifted for WCJ Labor | 313 | 0 | 2,154 | 0 |
Interest Expense | (35,368) | (19,281) | (107,113) | (45,905) |
Warehouse Buildout Credits | 0 | 600 | 1,200 | 1,000 |
Penalties | (2,162) | 0 | (2,612) | 0 |
Gain on Forgiveness of Debt | 0 | 0 | 151,147 | 10,000 |
Refund of Merchant Account Fees | 0 | 0 | 0 | 34,429 |
Settlement Costs | 0 | 0 | 0 | (97,000) |
Gain(Loss) on Disposal of Fixed Assets | 0 | 0 | (4,750) | 0 |
Loss on Deposit | 0 | 0 | (30,000) | 0 |
Interest Income | 217 | 782 | 671 | 7,365 |
Total Other Income/(Expenses) | (81,859) | (17,899) | (84,702) | (90,111) |
Income/(Loss) Before Provision for Income Taxes | 2,236,178 | 95,823 | 4,450,690 | (2,084,119) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Income/(Loss) | $ 2,236,178 | $ 95,823 | $ 4,450,690 | $ (2,084,119) |
Earnings Per Share, Basic | $ 0.17 | $ 0.01 | $ 0.42 | $ (0.36) |
Diluted Net Income (Loss) per Common Share | $ 0.14 | $ 0.01 | $ 0.32 | $ (0.36) |
Weighted average number of common shares outstanding | ||||
Basic | 13,015,717 | 6,460,236 | 10,525,461 | 5,747,569 |
Diluted | 16,257,915 | 6,460,236 | 13,767,659 | 5,747,569 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019 | $ 166 | $ 2,727 | $ 0 | $ 21,691,128 | $ (15,392,552) | $ 6,301,469 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 166,150 | 2,726,669 | ||||
Issuance Of Warrants To Gerard M. Jacobs Upon Execution Of Employment Agreement Amount | 733,499 | 733,499 | ||||
Issuance Of Warrants To William C. Jacobs Upon Execution Of Employment Agreement Amount | 660,149 | 660,149 | ||||
Issuance Of Common Stock Consideration As Part Of 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.Share | 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/(Loss) | $ 0 | (1,760,627) | (1,760,627) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2020 | $ 166 | $ 6,627 | 0 | 38,787,277 | (17,191,098) | 21,602,972 |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 166,150 | 6,627,124 | ||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019 | $ 166 | $ 2,727 | 0 | 21,691,128 | (15,392,552) | 6,301,469 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 166,150 | 2,726,669 | ||||
Net Income/(Loss) | (2,084,119) | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020 | $ 166 | $ 6,460 | 0 | 38,787,444 | (17,636,907) | 21,157,163 |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 166,150 | 6,460,236 | ||||
Cancellation of Common Stock held in Treasury | 0 | |||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2020 | $ 166 | $ 6,627 | 0 | 38,787,277 | (17,191,098) | 21,602,972 |
Shares, Outstanding, Beginning 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/(Loss) | (419,313) | (419,313) | ||||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2020 | $ 166 | $ 6,460 | 0 | 38,787,444 | (17,678,926) | 21,115,144 |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 166,150 | 6,460,236 | ||||
Cancellation of shares of common stock | $ (167) | 167 | 0 | |||
Cancellation of shares of common stock Share | (166,888) | |||||
Series A Preferred Stock Dividend Payable | (50,020) | (50,020) | ||||
Series B Preferred Stock dividend payable | (3,784) | (3,784) | ||||
Net Income/(Loss) | 95,823 | 95,823 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020 | $ 166 | $ 6,460 | 0 | 38,787,444 | (17,636,907) | 21,157,163 |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 166,150 | 6,460,236 | ||||
Net Income/(Loss) | 549,531 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2020 | $ 166 | $ 6,485 | $ (34,200) | 38,787,444 | (17,141,175) | 21,618,720 |
Shares, Outstanding, Ending 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) | ||||
Net Income/(Loss) | 618,359 | 618,359 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021 | $ 73 | $ 9,835 | $ (68,400) | 38,784,187 | (16,550,988) | 22,174,707 |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 73,250 | 9,835,236 | 72,000 | |||
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) | ||||
AQSP 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, Share | 36,000 | |||||
Conversions of Series A Convertible Preferred Stock to Common Stock | $ (33) | $ 3,290 | (3,257) | 0 | ||
Conversions of Series A Convertible Preferred Stock to Common Stock Share | (32,900) | 3,290,000 | ||||
Conversions of Series B Convertible Preferred Stock to Common Stock | $ (60) | $ 60 | 0 | |||
Conversions of Series B Convertible Preferred Stock to Common Stock Share | (60,000) | 60,000 | ||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 166 | $ 6,485 | $ (34,200) | 38,787,444 | (17,141,175) | 21,618,720 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 166,150 | 6,485,236 | 36,000 | |||
Net Income/(Loss) | 4,450,690 | |||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021 | $ 46 | $ 14,002 | $ 0 | 38,862,107 | (12,758,035) | 26,118,120 |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 45,750 | 14,002,576 | 0 | |||
Cancellation of Common Stock held in Treasury | 68,400 | |||||
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021 | $ 73 | $ 9,835 | $ (68,400) | 38,784,187 | (16,550,988) | 22,174,707 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 73,250 | 9,835,236 | 72,000 | |||
Series A Preferred Stock Dividend Payable | (33,521) | (33,521) | ||||
Series B Preferred Stock dividend payable | (1,496) | (1,496) | ||||
Net Income/(Loss) | 1,596,154 | 1,596,154 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance 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 | |||
Conversions of Series A Convertible Preferred Stock to Common Stock | $ (28) | $ 2,750 | (2,723) | 0 | ||
Conversions of Series A Convertible Preferred Stock to Common Stock Share | (27,500) | 2,750,000 | ||||
Exercise of warrants | $ 143 | 6,878 | 7,021 | |||
Exercise of warrants Share | 143,090 | |||||
Series A Preferred Stock Dividend Payable | (2,829) | (2,829) | ||||
Series B Preferred Stock dividend payable | (1,533) | (1,533) | ||||
Net Income/(Loss) | 2,236,177.50 | 2,236,178 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021 | $ 46 | $ 14,002 | $ 0 | 38,862,107 | $ (12,758,035) | 26,118,120 |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 45,750 | 14,002,576 | 0 | |||
Cancellation of Common Stock held in Treasury | $ (72) | $ 68,400 | (68,328) | 0 | ||
Cancellation of Common Stock held in Treasury, Shares | (72,000) | (72,000) | ||||
Exercise of warrants and options | $ 1,346 | $ 142,093 | $ 143,439 | |||
Exercise of warrants and options, shares | $ 1,346,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net Income/(Loss) | $ 4,450,690 | $ (2,084,119) |
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 | 95,399 | 0 |
Stock Compensation Expense | 0 | 1,393,648 |
Bad Debt | 81,621 | 121,887 |
Depreciation and Amortization | 100,435 | 11,140 |
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 | 234,351 | 62,186 |
Effect on Cash of Changes in Operating Assets and Liabilities | ||
Accounts Receivable | (598,935) | (433,058) |
Prepaid Expenses | (190,737) | (7,050) |
Dividend Receivable from Bendistillery, Inc. | 2,495 | 0 |
Income Tax Receivable | 2,715 | 0 |
Interest Receivable | 1,676 | (1,475) |
Inventory | (1,690,562) | (449,221) |
Other Current Assets | (9,476) | 0 |
Loan to Shareholder | 0 | 9,000 |
Trade Accounts Payable and Accrued Expenses | 2,337,124 | 192,203 |
Accounts Payable and Interest Payable to Related Parties | 65,897 | 45,206 |
Change in ROU Asset | 0 | 13,641 |
Change in Finance & Operating Lease Liabilities | 4,442 | (13,579) |
Deferred Revenue | (420,381) | 18,283 |
Net Cash Provided by (Used in) Operating Activities | 4,350,358 | (1,121,308) |
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 | 123,409 |
Net Purchase of Fixed Assets | (288,332) | (37,363) |
Loans to SmplyLifted LLC | (93,750) | 0 |
Net Cash Used in Investing Activities | (366,764) | (3,044,564) |
Cash Flows From Financing Activities | ||
Proceeds from Paycheck Protection Program Loan | 0 | 149,623 |
Proceeds from Exercise of Warrants | 142,023 | 0 |
Payments of Dividends to Series A Convertible Preferred Stockholders | (199,188) | (198,450) |
Payments of Dividends to Series B Convertible Preferred Stockholders | (10,344) | (13,500) |
Purchase of Shares Held in Treasury | (34,200) | 0 |
Repayment of Finance Lease Liability | (16,386) | 0 |
Net Cash Used in Financing Activities | (118,094) | (62,327) |
Net Increase/(Decrease) in Cash | 3,865,500 | (4,228,199) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 439,080 | 4,384,929 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 4,304,580 | 156,730 |
Supplemental Cash Flow Information | ||
Cash Paid For Interest | 0 | 699 |
Cash Paid For Income Taxes | 0 | 0 |
Non-Cash Activities: | ||
Right-of-Use assets acquired from inception of Finance Leases | 1,480,408 | 0 |
Conversion of Series A and Series B Preferred Stock to Common Stock | 6,100 | 0 |
Cashless exercise of Warrants | 136 | 0 |
Cancellation of Common Stock held in Treasury | 68,400 | 0 |
Reduction in bonus payable to Gerard M. Jacobs by the cost of exercising warrants | $ 8,439 | $ 0 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – LFTD Partners Inc. (hereinafter sometimes referred to as “LFTD Partners”, the “Company”, “LSFP”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are traded on the OTCQB Venture Market under the trading symbol LSFP. 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, LSFP, from AQSP, which was granted. Our business is primarily focused upon acquiring rapidly growing companies that manufacture and sell branded products containing hemp-derived cannabinoids (e.g. delta-8-THC, delta-9-THC, delta-10-THC, THCV, THCO, CBDA, CBC, CBG, CBN, and CBD), e-liquids, disposable nicotine vapes, kratom and kava products (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) ( www.LiftedMade.com ), Kenosha, Wisconsin, 4.99% of the ownership interests in a second Canna-Infused Products Company called Ablis Holding Company ("Ablis"), and 4.99% of the ownership interests in two other businesses that manufacture distilled spirits called Bendistillery Inc. ("Bendistillery") and Bend Spirits, Inc. ("Bend Spirits"), all located in Bend, Oregon. Lifted Made has a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). We have also terminated a planned acquisition of a Canna-Infused Products Company called CBD Lion LLC. At this point in time, LSFP has also signed a letter of intent to acquire Savage Enterprises, owner of award-winning hemp-derived products brand Delta Extrax (www.DeltaExtrax.com) and CBD brand Savage CBD (www.SavageCBD.com), and to enter the California marijuana industry by purchasing Premier Greens LLC and MKRC Holdings, LLC, the closing of which transactions are subject to a number of contingencies. The letter of intent is described below. LSFP has also signed a letter of intent to acquire Fresh Farms E-Liquid, LLC ( ), whose portfolio includes the premium vapor products Fresh Farms and Fruitia, JUS tobacco-free nicotine vapor products, and HAPPI premium delta-8-THC and delta-10-THC products ( ), the closing of which transaction is subject to a number of contingencies. The 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, including Savage Enterprises and Fresh Farms E-Liquid, LLC, it will be necessary for us to raise substantial additional capital, and no guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all. We are currently exploring the possibility of raising approximately $50 million through some combination of debt and equity offerings in order to provide the cash portion of the merger considerations needed to acquire Savage Enterprises and Fresh Farm E-Liquid, LLC, to purchase the building located at 5511 95 th Avenue, Kenosha, Wisconsin, that is currently being rented by Lifted, to pay off all other liabilities of LSFP and Lifted, and to pay transactional fees and expenses. On the debt side, we are currently in discussions with a commercial bank and other potential sources of institutional debt. On the equity side, we are currently working with an investment banking firm regarding the potential for an equity 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 debt and/or equity 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 Matt Winters (“Winters”), in connection with our proposed acquisition of Savage, Premier Greens and MKRC as described below. 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 (a) (b) (c) Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent (100%) of the ownership interests in MKRC; Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC (“‘AAA”); and Thirty-Three Percent (33%) of Remediez, a corporation (“Remediez”). Following the Closing, we will continue to own One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”), Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc. (“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation, and Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”), a Delaware limited liability company, and we will be the new owner of One Hundred Percent (100%) of the ownership interests in Premier Greens, and of One Hundred Percent (100%) of the ownership interests in Savage. Conditions The Closing will be subject to the following conditions: Audits reasonable efforts to cause Remediez to engage our PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Savage’s, Premier Greens’, MKRC’s, RJMC’s and Remediez’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Savage and Premier Greens to be acquired by us in the Transactions pursuant to all applicable SEC and FASB rules and regulations, and to allow us to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to us in our discretion, then the Transaction shall be abandoned. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by us and one-half (50%) by Savage, regardless of whether or not the Transactions close or are abandoned for any reason. Mutual “Due Diligence Closing Documentation (a) (b) (c) (d) (e) (f) (1) (2) (3) (4) (g) (h) 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 LFTD Partners Inc Termination of the LOI Events of Termination (a) (b) (c) (d) (e) (f) Expenses Source of Funds for the Proposed Savage Transactions We anticipate that the source of the cash portion of the acquisition consideration paid for Savage and its affiliates would be proceeds from contemplated future debt and/or equity capital raises by LFTD Partners Inc., and potentially some cash generated by the operations of Lifted. Fees and expenses in connection with the Transactions would be paid using cash on hand and/or from proceeds of the contemplated future debt and/or equity capital raises. Letter of Intent relating to the proposed acquisition of Fresh Farms E-Liquid On September 1, 2021, LFTD Partners Inc., a Nevada corporation (“LSFP”), Fresh Farms E-Liquid, LLC, a California limited liability company (“Fresh Farms”), Anthony J. Devincentis (“Devincentis”), Jakob M. Audino (“Audino”), Forrest F. Town (“Town”), John Z. Petti (“Petti”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) William C. Jacobs (“WJacobs”), Christopher G. Wheeler (“Wheeler”) and Matt Winters (“Winters”) (collectively the “Parties”) entered into a letter of intent (“LOI”) in connection with LSFP’s proposed acquisition from Devincentis, Audino, Petti and Town of One Hundred Percent (100%) of the ownership interests in Fresh Farms as described below. The terms of the proposed transaction (“Transaction”) 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 Transaction In the proposed Transaction: LSFP will acquire from Devincentis, Audino, Petti and Town One Hundred Percent (100%) of the ownership interests in Fresh Farms in a reorganization (the “Merger”) wherein Fresh Farms would become a wholly owned subsidiary of LSFP, for the following consideration (“Merger Consideration”): Fourteen Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($14,166,666) in cash, plus Seven Million Eighty-Three Thousand Three Hundred Thirty-Four (7,083,334) shares of unregistered common stock of LSFP (“LSFP Stock”), hereinafter sometimes referred to as the “Stock Consideration”. Following the Closing, if the Transaction occurs as proposed, LSFP will own: · · · · · · Conditions The Closing will be subject to the following conditions: Audits. . Mutual “Due Diligence”. Fresh Farms shall allow LSFP to conduct a confidential so-called “due diligence” investigation of Fresh Farms’ 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 LSFP in its discretion, then the Transaction shall be abandoned as provided herein. LSFP shall allow Fresh Farms to conduct a confidential so-called “due diligence” investigation of LSFP’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 Fresh Farms in its discretion, then the Transaction shall be abandoned, as provided herein. Closing Documentation. (a) (b) (c) (d) Dollars ($400,000) subject to LSFP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Town Employment Agreement”). (e) (f) (g) (1) (2) (3) (4) (h) : (i) : 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 Operation of Fresh Farms www.FreshFarmsEliquid.com www.HappiHemp.com Operation of LSFP 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 LSFP, by an outside date of May 25, 2022. (b) LSFP has not closed the Capital Raise by an outside date of May 25, 2022. (c) The Merger Agreement has not been signed by May 25, 2022 (the Merger Agreement, if executed, shall include an outside closing date of May 25, 2022, or such other date as mutually agreed by the parties). (d) LSFP shall have delivered written notice to Fresh Farms that LSFP is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of Fresh Farms are not acceptable to LSFP. (e) Fresh Farms shall have delivered written notice to LSFP that Fresh Farms is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of LSFP are not acceptable to Fresh Farms; 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 Transaction 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 Transaction. 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 Fresh Farms Transaction We anticipate that the source of the cash portion of the acquisition consideration paid for Fresh Farms would be proceeds from contemplated future debt and/or equity capital raises by LFTD Partners Inc., and potentially some cash generated by the operations of Lifted. Fees and expenses in connection with the Transaction would be paid using cash on hand and/or from proceeds of the contemplated future debt and/or equity capital 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), now in Kenosha, Wisconsin (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% of the common stock of each of CBD-infused beverages maker Ablis, and of distilled spirits manufacturers Bendistillery and Bend Spirits, all of Bend, Oregon. Creation of Joint Ventures On October 16, 2020, Lifted Made entered into a 50-50 joint venture with SMPLSTC called SmplyLifted LLC. On April 22, 2021, Lifted Made entered into a 50-50 joint venture with Savage Enterprises called LftdXSvg LLC, which was dissolved before conducting any business. Corporate Information LFTD Partners Inc. is a Nevada corporation incorporated on January 2, 1986 that is focused upon acquiring rapidly growing companies that manufacture and sell branded products containing hemp-derived cannabinoids (e.g. delta-8-THC, delta-9-THC, delta-10-THC, THCV, THCO, CBDA, CBC, CBG, CBN, CBD), e-liquid, disposable nicotine vapes, kratom and kava products. Our principal headquarters are located at 4227 Habana Ave., Jacksonville, Florida 32217. Our telephone number is (847) 915-2446. Our corporate website address is www.LFTDPartners.com We, or our target acquisitions, have proprietary rights to a number of trademarks, service marks and trade names used in this Form 10-Q which are, or may become, important to our business. Solely for convenience, the trademarks, service marks and trade names in this Form 10-Q are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. All other trademarks, trade names and service marks appearing in this Form 10-Q are the property of their respective owners. The Lifted Made Business Prior to acquiring 100% of Lifted on February 24, 2020, we did not own 100% of any other operating company, so the Lifted Merger was highly significant to our Company. History Lifted was originally incorporated in the state of Wisconsin on September 19, 2014. Lifted was created with a passion to build a culture-based organization focused upon quality products and a healthier lifestyle. Products Under its flagship, award-winning brand Urb Finest Flowers, Lifted manufactures and sells products made with hemp and hemp-derived cannabinoids including delta-8-THC, delta-9-THC, delta-10-THC, THCO, CBD, CBG, CBN, and other emerging cannabinoids. Lifted also manufactures and sells similar products to private label clients. Officers and Employees The executives of Lifted have backgrounds in the vaping industry, sales, graphic design, distribution, marketing, accounting, and supply chain management, skills that have helped Lifted distinguish itself from the competition. Prior to and following the worst months of the COVID-19 pandemic, the Lifted team has occasionally attended trade shows throughout the USA to promote Lifted’s products. In recent months, Lifted has begun attending more hemp industry trade shows throughout the USA. The Company holds an option to purchase Nicholas S. Warrender's interests in certain vape shops which are partly owned by in Wisconsin and Illinois, for a nominal price. Lifted currently has approximately 80 full time and part time employees and independent contractors who are engaged in product formulation, design and branding, website development, private label client management, sales, strategy, distribution, supply chain management, new business development, warehouse management and order fulfillment, operations management, accounting, new product development, trade shows and evaluation of potential acquisitions and joint ventures. Most of Lifted’s employees are based in Kenosha, WI, and the rest are located in Florida, Louisiana and California. Lifted’s independent contractors are located in California, Colorado and Florida. Description of Property LFTD Partners Inc.’s CEO Gerard M. Jacobs and its President and CFO William C. Jacobs live in Florida, and LFTD Partners Inc.’s COO Nicholas S. Warrender lives in Wisconsin. The Company currently does not have a dedicated corporate office for LFTD Partners Inc. other than in the home office spaces provided by the Company’s CEO and President in Florida. The future location of LFTD Partners Inc.’s corporate office will depend upon a number of factors including where our CEO is living at the time. Lifted does not own any physical properties. Lease of Building Located at 5511 95 th Ave, Kenosha, Wisconsin 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 Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”). The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 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, Nicholas S. Warrender is able to benefit through his entity 95th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted. Lease of Space in Zion, Illinois From June 1, 2018 through June 1, 2021, Lifted rented 3,300 square feet of space located in Zion, Illinois, for manufacturing, warehousing and office space. Since June 1, 2021, Lifted has been leasing such space on a month-to-month basis. From May 2020 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. Lease of Space Located at 8920 58th Place, Suite 850, Kenosha, Wisconsin On September 23, 2021, Lifted Made entered into a Lease Agreement (the “58 th th th The term of the 58 th th th Under the terms of the 58 th Rent Schedule Date Base Monthly Rent 10/01/2021 – 09/30/2022 $2,395.84 10/01/2022 – 09/30/2023 $2,467.72 10/01/2023 – 09/30/2024 $2,541.75 Third Party Facilities From time to time, the Company maintains inventory at third party facilities around the United States. 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. SmplyLifted conducts its business at Lifted’s and SMPLSTC LLC’s offices, currently without any rent or other charges being payable by SmplyLifted. On a quarterly basis, SmplyLifted LLC reimburses Lifted for William C. Jacobs’ time as the Chief Financial Officer at William C. Jacobs’ hourly rate. Sources of Supply Lifted sources certain raw goods and products from independent suppliers. Lifted’s hemp and hemp-derived raw materials are third-party lab tested. In the past, Lifted also sourced gel and liquid sanitizer from various third parties. Lifted acquires its disposable vape pens and cartridges from third party manufacturers and, in its clean room, adds Lifted’s proprietary vape solutions into the disposable vape pens and vape cartridges. Lifted also acquires a variety of vape pens and cartridges, bottles, containers, boxes, labels, packaging and other items from third party manufacturers. Lifted currently believes that it would be able to find replacement manufacturers with minimal negative impact on its business. However, Lifted's vape pens and cartridges are sourced exclusively from China, and much of Lifted's boxes, packaging and other items are sourced from China. COVID-19, Chinese holidays, backups at U.S. ports, and tariffs imposed on products sourced from China could make it difficult or impossible to source these products cost effectively, or at all, from China. COVID-19, Chinese holidays, backups at U.S. ports, and/or tariffs could make it difficult or impossible for Lifted to manufacture needed quantities of its products, if at all, and could drastically increase Lifted's product costs, all of which could have a serious detrimental impact on Lifted’s sales and profit margins. SmplyLifted sources its inventory, packaging and marketing materials from independent suppliers. Products Lifted’s focus is manufacturing, sales and distribution of effective, quality products formulated in a clean room. In the past, Lifted has re-bottled and re-sold gel and liquid hand sanitizer. Such re-sales of hand sanitizer are unlikely to continue in the future. Lifted sources hemp-derived cannabinoids and other ingredients and products from many different suppliers. The ingredients are then incorporated into proprietary formulations in house. Lifted sells an assortment of products such as vapes, dabs, cartridges and other products containing hemp-derived delta-8-THC, delta-9-THC, delta-10-THC, THCO, THCV, CBD and other cannabinoids, and synthetic nicotine. Please visit www.LiftedMade.com Third party manufacturers make cannabinoid-infused edibles, dabs, saucy dmnds, bath bombs and lotion for Lifted in accordance with Lifted's specifications. Lifted owns 50% of SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH ( www.GETFR3SH.com Product Risks Some of Lifted's and SmplyLifted’s products currently contain hemp-derived delta-8-THC, delta-9-THC, delta-10-THC, THCO, THCV, CBD and other cannabinoids, and synthetic nicotine. There is a risk that Lifted could be targeted by regulators or consumers with claims that its products are illegal and/or unsafe. The market for cannabinoid-infused vapes and cartridges is currently subjected to prohibitions of certain products in certain jurisdictions in response to deaths and illnesses that have occurred and that are apparently associated with vaping. In addition, certain jurisdictions have prohibited the sale of smokable hemp and hemp-derived products, and delta-8-THC. These various prohibitions and regulations may have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance. Intellectual Property Lifted maintains proprietary formulations, other trade secrets, and a custom mold for its disposable vape. However, Lifted owns no registered patents and has no patent applications pending. R&D expenditures Lifted's research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development of new and existing products. Lifted spent less than $10,000 on research and development efforts over the past three years. Research and development costs are expensed as they are incurred. Marketing Lifted SmplyLifted markets itself by networking throughout the industry through word of mouth, its website and by attending trade shows. Distributio n Lifted’s and SmplyLifted’s distribution is done internally and through third party distributors who distribute throughout the U.S. Lifted, SmplyLifted and these distributors distribute Lifted’s and SmplyLifted’s products to vape and smoke shops, convenience stores, grocery stores, gyms, natural food stores, wellness stores, and other locations. Lifted and SmplyLifted believe but cannot guarantee that in the event that they lost their relationship with one or more of their current distributors, that other replacement distributors could be found without significant disruption to Lifted’s and SmplyLifted’s business. However, the COVID-19 pandemic seriously disrupted Lifted’s distribution channels, although such disruption has begun to decrease. Online Sales of Lifted Made Products Lifted sells its Urb Finest Flowers brand of products and its private label clients’ products online primarily through www.LiftedMade.com . Commissions on Sales Lifted has agreed to pay 7% commissions on certain sales to certain individuals, some of whom are affiliated with the Company and some of whom are relatives of affiliates of the company. Creation of SmplyLifted LLC LFTD Partners Inc., Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have partnered to create an equally-owned new entity called SmplyLifted LLC, which has begun selling non-tobacco nicotine pouches in four flavors and four and six mg. nicotine strengths under the brand name FR3SH ( www.GETFR3SH.com ). The nicotine pouches are sold in plastic canisters containing 20 pouches. Lifted Made, SMPLSTC, and three individuals have a 50%, 20%, 10%, 10%, and 10% membership interest in SmplyLifted LLC, respectively. Sales of SmplyLifted LLC Products SmplyLifted LLC has sold its brand of nicotine pouches, FR3SH, to wholesalers and distributors. SmplyLifted LLC has also sold its nicotine pouches direct-to-consumer online through www.GETFR3SH.com . SmplyLifted LLC is attempting to migrate its sales to a master distributor that may have greater distribution capabilities than SmplyLifted LLC has been able to achieve by itself. Costs and effects of compliance with environmental laws To Lifted’s knowledge, Lifted does not currently use or generate any hazardous materials in its operations. OLCC Review of New Directors of the Company Due to our minority ownership interest in Bendistillery and Bend Spirits, the Oregon Liquor Control Commission ("OLCC") has jurisdiction over our directors, officers and significant shareholders. If the OLCC were to refuse to approve any of our directors, officers or significant shareholders, it could disrupt our management and corporate governance, which could |
NOTE 2 - SELECTED QUARTERLY FIN
NOTE 2 - SELECTED QUARTERLY FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 2 - SELECTED QUARTERLY FINANCIAL INFORMATION | NOTE 2 – SELECTED QUARTERLY FINANCIAL INFORMATION LFTD PARTNERS INC. (FORMERLY KNOWN AS ACQUIRED SALES CORP.) AND SUBSIDIARY LIFTED LIQUIDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended September, 30 June 30, March 31, December 31, September 30, 2021 2020 2021 2020 2021 2020 2020 2019 2020 2019 Net Sales $ 8,820,952 $ 1,509,437 $ 6,695,144 $ 1,267,942 $ 3,353,270 $ 370,424 $ 2,196,518 $ - $ 1,509,437 $ - Cost of Goods Sold 4,720,057 878,327 3,035,630 1,018,047 1,707,523 198,109 1,312,946 - 878,327 - Gross Profit 4,100,895 631,110 3,659,515 249,895 1,645,747 172,315 883,572 - 631,110 - Stock Compensation Expense - - - - - 1,393,648 - 2,007 0 37,961 Selling, General and Administrative Expenses 139,286 40,568 95,474 35,786 56,464 23,743 43,081 13,325 40,568 12,825 Bank Charges and Merchant Fees 104,485 14,702 118,055 - 66,570 - 27,824 30 14,702 90 Accrual for Company-Wide Management Bonus Pool 400,000 - 816,388 - 342,947 - - - - - Management Bonuses Owed Under Compensation Agreement - - - - - 350,000 - - - - Bad Debt 61,449 94,251 19,196 24,904 977 728 2,915 - 94,251 - Payroll, Consulting and Independent Contractor Expenses 803,796 275,149 791,000 239,749 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 139,526 50,235 133,892 176,890 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 86,438 26,670 98,133 53,922 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 16,344 5,092 26,215 4,171 41,783 1,877 5,245 - 5,092 - Rent Expense 4,600 6,747 (8,413) 6,878 5,430 960 8,388 - 6,747 - Warehouse & Lab Expenses (too small to capitalize) 26,934 3,974 12,712 56,625 18,500 - 5,433 - 3,974 - Income/(Loss) From Operations 2,318,037 113,722 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) (44,858) - (43,330) - (7,211) - (4,429) - - - Income from SmplyLifted for WCJ Labor 313 - 769 - 1,072 - - - - - Settlement Income/Gain on Settlement - - - - - - 12,500 - - - Settlement Costs - - - (97,000) - - - - - - Interest Expense (35,368) (19,281) (35,398) (19,019) (36,347) (7,605) (19,281) - (19,281) - Dividend Income - - - - - - 2,495 - - - Warehouse Buildout Credits - 600 600 400 600 - 600 - 600 - Penalties (2,162) - - - (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 217 782 253 907 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) (81,859) (17,899) 39,292 (70,283) (42,134) (1,929) 73,890 12,369 (17,899) 5,334 Income/(Loss) Before Provision for Income Taxes 2,236,178 95,823 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 LFTD Partners Inc. common stockholders 2,236,178 $ 95,823 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 LFTD Partners Inc. common shareholders: Basic $ 0.17 $ 0.01 $ 0.14 $ (0.06) $ 0.08 $ (0.41) $ 0.06 $ (0.11) $ 0.01 $ (0.06) Diluted $ 0.14 $ 0.01 $ 0.11 $ (0.06) $ 0.04 $ (0.41) $ 0.02 $ (0.11) $ 0.01 $ (0.06) Weighted average number of common shares outstanding Basic 13,015,717 6,460,236 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 16,257,915 6,460,236 14,381,105 6,462,070 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
NOTE 3 - RECEIPT OF LOANS UNDER
NOTE 3 - RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 3 - RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | NOTE 3 – RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM In response to the coronavirus (COVID-19) pandemic, the U.S. Small Business Administration (the “SBA”) is making small business owners eligible to apply for an Economic Injury Disaster Loan advance of up to $10,000 under its Economic Injury Disaster Loan program (the “EIDL”). This advance provides economic relief to businesses that are currently experiencing a temporary loss of revenue. This loan advance will not have to be repaid. Lifted applied for and received a $10,000 loan advance under the EIDL (“EIDL Advance”) on April 20, 2020. Lifted recognized a $10,000 gain on the forgiveness of the EIDL Advance on April 21, 2020. Lifted also applied for and received a loan (the “PPP Loan”) under the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020. The PPP Loan was issued by BMO Harris Bank (the “Lender”) in the aggregate principal amount of $149,622.50 and evidenced by a promissory note (the “Note”), dated April 14, 2020 issued by Lifted to the Lender. On April 20, 2021, the entire PPP Loan ($149,622) and the interest payable on the PPP Loan ($1,525) was forgiven by the SBA, and a related gain on forgiveness of debt in the amount of $151,147 was recorded. In accordance with its terms, the Note was originally scheduled to mature on April 14, 2022 and bore interest at a rate of 1.00% per annum, payable monthly commencing on November 14, 2020, following an initial deferral period as specified under the PPP. In addition, the Note could be prepaid by Lifted at any time prior to its original maturity with no prepayment penalties. Proceeds from the PPP Loan were available to Lifted to fund designated expenses, including certain payroll costs and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest of the PPP Loan could be forgiven to the extent that at least 75% of the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the SBA under the PPP. As of March 31, 2021 and December 31, 2020, Lifted had an accrual of $1,443 and $1,074, respectively, for the interest on the PPP Loan. During the three months ended June 30, 2021, interest of $82 was accrued prior to the forgiveness of the Loan. |
NOTE 4 - RISKS AND UNCERTAINTIE
NOTE 4 - RISKS AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 4 - RISKS AND UNCERTAINTIES | NOTE 4 - RISKS AND UNCERTAINTIES Going Concern – The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company is not able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company monitors its investments in Ablis, Bendistillery and Bend Spirits, and from time to time and will evaluate whether there has been a potential impairment of value. The COVID-19 pandemic and its ramifications, combined with the expenses and potential liabilities associated with litigation involving Lifted, combined with the regulatory risks and uncertainties associated with the cannabinoid-infused products, vaping and nicotine products industries, combined with the risks associated with internet hacking or sabotage, combined with the risks of employee and/or independent contractor disloyalty or theft of Company information and opportunities, have created significant adverse risks to the Company, which have caused substantial doubt about the Company’s ability to continue as a going concern. Also, the Company has Preferred Stock outstanding that is currently accruing dividends at the rate of 3% per year. Also, the Company has not yet paid an aggregate of $291,562 of bonuses owed to its CEO Gerard M. Jacobs, and William C. “Jake” Jacobs, President and CFO, because it currently does not have the funds to do so without adversely affecting Lifted Made’s working capital, and an additional aggregate of $350,000 of bonuses owed to them have been deferred until on or after January 1, 2021. These aggregate of $641,562 of bonuses are due and payable upon demand. In addition, factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, especially those related to hemp-derived CBD, CBG, CBN, delta-8-THC, delta-9-THC, delta-10-THC and other cannabinoids, nicotine products, vaping, vendor concentration risk, customer concentration risk, customer credit risk, and counterparty risk. The Company maintains levels of cash in a bank deposit account that, at times, may exceed federally insured limits. The Company has not experienced any losses in such account and it believes it is not exposed to any significant credit risk on cash. No assurance or guarantee whatsoever can be given that the net income of the Company’s wholly-owned subsidiary Lifted Made will be sufficient to allow the Company to pay all of its operating expenses and the dividends accruing on the Company’s preferred stock. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company currently has one revenue-generating subsidiary, Lifted Made. If and to the extent that the revenue generated by Lifted Made is not adequate to pay the Company’s operating expenses and the dividends accruing on its preferred stock, then Company management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing additional profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company. Concentration of Credit Risks During the quarter ended December 31, 2020, four customers made up approximately 50% of Lifted Made’s sales. During the period February 24, 2020 through December 31, 2020, five customers made up approximately 57% of Lifted’s sales. Regarding the purchases of Supplies, during the quarter ended December 31, 2020, approximately 75% of the Supplies that Lifted purchased were from seven vendors. During the period February 24, 2020 through December 31, 2020, approximately 61% of the Supplies that Lifted purchased were from five vendors. The loss of Lifted’s relationships with these vendors and customers could have a material adverse effect on Lifted’s business. During the quarter ended September 30, 2020, one customer made up approximately 34% of Lifted Made’s sales. During the period February 24, 2020 through September 30, 2020, two customers made up approximately 35% of Lifted’s sales. Regarding the purchases of Supplies, during the quarter ended September 30, 2020, approximately 74% of the Supplies that Lifted purchased were from four vendors. During the period February 24, 2020 through September 30, 2020, approximately 51% of the Supplies that Lifted purchased were from two vendors. The loss of Lifted’s relationships with these vendors and customers could have a material adverse effect on Lifted’s business. |
NOTE 5 - THE COMPANY'S INVESTME
NOTE 5 - THE COMPANY'S INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 5 - THE COMPANY'S INVESTMENTS | NOTE 5 – THE COMPANY’S INVESTMENTS The Company’s Investments in Ablis, Bendistillery and Bend Spirits On April 30, 2019, the Company purchased 4.99% of the common stock of each of Ablis Holding Company, Bendistillery Inc., and Bend Spirits, Inc. for an aggregate purchase price of $1,896,200. 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 October 20, 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 September 30, 2021. Based upon the financial and non-financial information that was shared with LFTD Partners Inc. during that conference call, the management of LFTD Partners Inc. 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: 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 LFTD Partners Inc. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have created an equally-owned new entity called SmplyLifted LLC, which has begun selling tobacco-free nicotine pouches in several flavors and nicotine strengths under the brand name FR3SH ( www.GETFR3SH.com ). On September 22, 2020, SmplyLifted LLC was formed. Lifted has a 50% membership interest in SmplyLifted LLC. The other 50% of SmplyLifted is owned by SMPLSTC LLC and its principals, who are located in Costa Mesa, California. Under US GAAP, the Company uses the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company records its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value is periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses. |
NOTE 6 - PROPERTY AND EQUIPMENT
NOTE 6 - PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 6 - PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and Equipment consist of the following: Asset Class September 30, 2021 December 31, 2020 Machinery & Equipment $ 198,539 $ 103,084 Leasehold Improvements - Zion $ 20,089 $ 42,381 Leasehold Improvements - Kenosha $ 137,385 $ - Trade Show Booths $ 23,488 $ - Vehicles $ 22,309 $ - Computer Equipment $ 7,312 $ - Furniture & Fixtures - Kenosha $ 22,963 $ 4,288 Sub-total: $ 432,085 $ 149,753 Less: accumulated depreciation $ (75,285) $ (14,361) $ 356,800 $ 135,392 The useful lives of the Company’s fixed assets by asset class are as follows: Asset Class Estimated Useful Life Machinery & Equipment 60 months Leasehold Improvements 60 months Trade Show Booth 36 months Vehicles 60 months Computer Equipment 60 months Furniture & Fixtures 60 months Depreciation expense of $10,992 and $53,483 was recognized during the three and nine months ended September 30, 2021, respectively. In comparison, depreciation expense of $4,675 was recognized during the three months ended September 30, 2020. Depreciation expense of $10,167 was recognized during the period February 24, 2020 through September 30, 2020. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
NOTE 7 - NOTES RECEIVABLE
NOTE 7 - NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 7 - NOTES RECEIVABLE | NOTE 7 – NOTES RECEIVABLE SmplyLifted LLC At September 30, 2021, the Company had made shortfall loans to SmplyLifted LLC totaling $387,500, used primarily for the purchase of inventory. As of September 30, 2021, imputed interest receivable on the loans totaled $436. CBD Lion LLC On August 8, 2019, the Company made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”) in connection with the proposed Merger Agreement with Lion. Per the terms of the Note, if the Transaction did not close and the merger agreement were terminated, then the Loan was to be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement. The Merger Agreement was terminated by the Company on November 14, 2019 and the Note became payable. During December 2019, the principal of the Note was repaid by Lion down to $200,000, and Lion also paid the accrued interest on the Note of $6,945. Due to termination of the Merger Agreement, and per Section 5.15(b) of the Merger Agreement, as of December 31, 2019 the Company owed CBD Lion $31,500 for reimbursement of professional fees related to the audit of CBD Lion. This left Lion with a net balance owed to the Company of $168,500 as of December 31, 2019. On March 2, 2020, Lion and the Company agreed that the repayment of such $168,500 will be made in eleven equal monthly installments of principal due and payable by Lion to the Company on the first day of each calendar month starting on April 1, 2020, and that no additional interest will accrue. All such eleven payments have been made by Lion through February 1, 2021. During the quarter ended March 31, 2020, The Company wrote off as bad debt interest of $2,006 that was receivable from the CBD Lion for the period January 1, 2020 through March 1, 2020. The Company calculated imputed interest receivable of $2,112 from CBD Lion for the period March 2, 2020 through December 31, 2020. The William Noyes Webster Foundation, Inc. The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley (“Heatley”) is the founder and a member of the board of directors of the Foundation. Teaming Agreement Promissory Note Between April and July 2015, the Company loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850. The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis Dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note would be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest would be considered past due if the aforementioned payments were not received by their due dates. Uncollectable Note and Interest Receivable |
NOTE 8 - INTANGIBLE ASSETS, NET
NOTE 8 - INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 8 - INTANGIBLE ASSETS, NET | NOTE 8 – INTANGIBLE ASSETS, NET www.LiftedMade.com Website The cost of developing Lifted’s website, www.LiftedMade.com The Lifted Made Merger The terms of the Lifted Merger were as follows: · · · · · · · · · · · Source of Funds for the Lifted Merger The source of funds for the $3,750,000 cash component of the acquisition of Lifted was proceeds from previous sales of LFTDD Partners Inc.’s Series A Convertible Preferred Stock (convertible at $1 per share of common stock of the Company) and Series B Convertible Preferred Stock (convertible at $5 per share of common stock of the Company). We anticipate that the source of funds to repay the $3,750,000 Promissory Note component of the acquisition of Lifted will be proceeds from future sales of Acquired Sales Corp.’s equity securities, and revenue from Lifted's business. Professional costs in connection with the Merger were paid using cash on hand that was sourced from previous sales of LFTD Partners Inc.’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. Post-Merger Shareholder Rights and Accounting Treatment of the Merger There are no material differences in the rights of the Company’s shareholders as a result of the Merger, as the nature of the shares of common stock of the Company has not changed due to the Merger. However, there has been stockholder dilution with additional shares and warrants outstanding. As of the date of acquisition (February 24, 2020), the Merger was considered a business combination. The accounting treatment of the Merger is that the Company is deemed to be the accounting acquirer of Lifted, and Lifted is deemed to be the accounting acquiree, under the acquisition method of accounting. The Application of Accounting Guidance to the Merger Quoted below are the accounting standards codification guidance relating to the accounting treatment of the Company’s acquisition of Lifted as of the date of Merger, followed by the Company’s comments regarding the application of that guidance to the Merger: Guidance: 1. a. The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.” Guidance: The Company’s Comments: Guidance: The Company ’ s Comments: Guidance: The Company ’ s Comments: Guidance: The Company ’ s Comments: G uidance: The Company ’ s Comments: Guidance: The Company ’ s Comments: Guidance: The Company ’ s Comments: Conclusion Based on the foregoing analysis of the facts surrounding the Company’s acquisition of Lifted, it is the Company’s position that the Company is the accounting acquirer of Lifted in the Merger, and Lifted is the accounting acquiree in the Merger, under the acquisition method of accounting. As such, as of February 24, 2020 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired and the liabilities assumed in the Merger. The federal income tax consequences of the Merger are as follows: the transaction is expected to be booked as a tax-free exchange of stock pursuant to Internal Revenue Code Section 368, resulting in no federal income tax consequences of the stock portion of the transaction. Purchase Price Allocation The following table presents the purchase price allocation: Consideration: Cash and cash equivalents $ 3,750,000 Note consideration $ 3,750,000 3,900,455 shares of unregistered common stock of the Company valued as of January 7, 2020 (date of entering into the Agreement and Plan of Merger) $ 10,726,251 Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share $ 4,980,150 Total merger consideration $ 23,206,401 Assets acquired: Cash and cash equivalents $ 619,390 Accounts Receivable $ 341,387 Inventory $ 267,474 Loan to Shareholder $ 9,000 Fixed Assets $ 80,003 Intangible Assets $ 4,444 Security Deposit $ 1,600 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $20,010 in 2020 and $17,336 in 2019 $ 23,346 Goodwill $ 22,292,767 Total assets acquired $ 23,639,411 Liabilities assumed: Accounts Payable and Accrued Expenses $ 345,075 Operating Lease Liability $ 15,569 Deferred Revenue $ 64,696 Non-Current Operating Lease Liability $ 7,670 Total Liabilities assumed $ 433,010 Net Assets LFTD Partners Inc.: $ 23,206,401 Net Assets Acquired (Excluding Goodwill): $ 913,634 Determination of the Fair Value of the Shares of Common Stock and Warrants Issued as Part of the Merger Consideration The Company determined the fair value of the shares of common stock issued on February 24, 2020 as part of the Merger Consideration by multiplying the stock closing price on January 7, 2020 ($2.75) by the number of common stock shares issued (3,900,455) in the Merger. January 7, 2020 was the date of entering into the Agreement and Plan of Merger. The Company determined the fair value of the warrants issued on February 24, 2020 as part of the Merger Consideration by using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 362%; risk-free interest rate of 1.55%; dividend yield of 0% and an expected term of 2.57 years. The expected future stock volatility was based on the historical volatility of Acquired Sales Corp.’s common stock price per share. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vested and the contractual term of the warrant. The values of the warrants were considered part of the Merger consideration. Allocation of Purchase Price to Goodwill The Company’s primary motivation for acquiring Lifted was to secure the exclusive services of Nicholas S. Warrender. Mr. Warrender founded Lifted in 2014 with $900, and since its inception has done a masterful job staying ahead of industry trends, navigating industry challenges and launching innovative, advanced branded products before competitors launched their branded products. Mr. Warrender is focused and relentless, and attracts many people who like his energy and creativeness and want to do business with him. In the Company’s opinion, Lifted’s customers do business with Lifted primarily because of Mr. Warrender; and, at the time of the Merger, Mr. Warrender was the only full time employee handling sales for Lifted. There were no other material identifiable intangible assets that were considered appropriate for recognition at the time of close. In a very significant sense, Lifted is Mr. Warrender, and Mr. Warrender is Lifted. This is why the Company recognized $22,292,767 of the total acquisition consideration paid in the Merger as being goodwill. Annual Fair Value Assessment on the Goodwill Recognized as Part of the Acquisition of Lifted The Company performed its annual fair value assessment at December 31, 2020 on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary. The factors that led the Company to this conclusion include, among other things: continued growth in sales and profitability quarter-over-quarter, the launch of first-to-market, ground-breaking new products, the addition of more and more wholesalers and distributors nationwide, and continued positive publicity of Lifted. Lifted was also limited in its production capacity due to the size of its facility in Zion, Illinois. With Lifted’s move into a much larger facility located in Kenosha, Wisconsin, Lifted has been able to produce a greater quantity of products to meet demand. |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Commissions Paid Vincent J. Mesolella Neither LFTD Partners Inc. nor Lifted paid any commissions paid to Vincent J. Mesolella, LFTD Partners Inc.’s lead outside director, during the quarter ended March 31, 2021. During the year ended December 31, 2020, Lifted paid Vincent J. Mesolella commissions totaling $172, in connection with the sale of Lifted product arranged by him. Robert T. Warrender III During the three and nine months ended September 30, 2021, $26,196 and $43,678 in compensation was paid to Robert T. Warrender III, who is Nicholas S. Warrender’s brother, and who is also a salesman for Lifted Made. During the nine months ended September 30, 2020 , 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 LFTD Partners Inc. 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 three and nine months ended September 30, 2021, Lifted reimbursed Robert T. Warrender II $75,838 and $150,266 in shipping costs, respectively. During the three and nine months ended September 30, 2020, Lifted reimbursed Robert T. Warrender II $11,937 and $21,070 in shipping costs, respectively. Transactions with 95 th Holdings, LLC In Zion, Illinois, Lifted rented 3,300 square feet of space under a lease that terminated on June 1, 2021. Since June 2, 2021, Lifted has been renting the space on a month-to-month basis. 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. Lifted’s rented space in Zion, Illinois, was not adequate in light of various issues including zoning uncertainties, lack of air conditioning, and small size. As such, 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 three months ended September 30, 2021, Lifted paid $17,219 in rent to 95th Holdings, LLC, and owed $3.25 in September 2021 rent at September 30, 2021 to 95th Holdings, LLC. During the three months ended June 30, 2021, Lifted paid $17,222 in rent to 95th Holdings, LLC; Lifted also paid property taxes of $2,383 via 95 th During the three months ended March 31, 2021, Lifted paid a total of $17,222 in rent to 95th Holdings, LLC. Transaction with SmplyLifted LLC On February 2, 2021, Lifted owed SmplyLifted $450; on February 10, 2021, Lifted paid SmplyLifted the $450. Amounts Owed to Related Parties Amounts Owed to 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 September 30, 2021, SmplyLifted LLC owed $313 to Lifted as reimbursement for William C. Jacobs’ time as the Chief Financial Officer. At September 30, 2020, there was a management bonus payable of $100,000 owed to William C. “Jake” Jacobs; there were no other payables owed to William C. “Jake” Jacobs. Amounts Owed to SmplyLifted LLC As of March 31, 2021, Lifted owed SmplyLifted $9,719. Between April 1, 2021 and April 5, 2021, Lifted paid SmplyLifted the $9,719. Amounts Owed to Gerard M. Jacobs Due to the COVID-19 pandemic and for other reasons, the Company was not in a position to pay Gerard M. Jacobs, CEO, the $250,000 bonus that was to be paid to him on December 1, 2020, pursuant to the Compensation Agreement dated as of June 19, 2019, without adversely impacting Lifted’s working capital. In recognition of this reality, the Company and Gerard M. Jacobs agreed that in lieu of such payment, upon the earlier of the date when Gerard M. Jacobs delivers to the Company written demand for payment which may not be sooner than January 1, 2021, or the first date when the Company has raised a total of at least $15 million after January 1, 2019, the Company shall pay Gerard M. Jacobs a cash bonus in the amount of $250,000 (the “Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs”); provided that (i) commencing on January 1, 2021, the cash bonus of $250,000 that was due and payable by the Company to Gerard M. Jacobs upon the closing of the Company’s acquisition of Lifted, which has not yet been paid and is payable upon demand by Gerard M. Jacobs, shall accrue interest until paid in full at the rate of 2% per year, and (ii) commencing on January 1, 2021, the Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs, which has not yet been paid and is payable upon demand by Gerard M. Jacobs on or after January 1, 2021, shall accrue interest until paid in full at the rate of 2% per year. 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. On August 30, 2021, CEO Gerard M. Jacobs exercised, for an aggregate purchase price of $1, his right to purchase a warrant to purchase an aggregate of 750,000 shares of unregistered common stock of the Company at an exercise price of $0.01 per share, which warrant he immediately exercised. Gerard M. Jacobs also exercised his right to purchase an aggregate of 31,250 shares of unregistered common stock of the Company at an exercise price of $0.03 per share under separate warrants. Gerard M. Jacobs also demanded immediate payment of $8,438.50 of the bonuses which are currently due and payable by the Company to Gerard M. Jacobs, and Gerard M. Jacobs hereby allocated and applied such $8,438.50 to pay for the aggregate cost of purchasing and exercising the above warrants. As of September 30, 2021, there was total interest of $7,043 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. At September 30, 2020, there was a management bonus payable of $250,000 owed to the Company's CEO Gerard M. Jacobs; there were no other payables owed to Gerard M. Jacobs. Amounts Owed to William C. “Jake” Jacobs Due to the COVID-19 pandemic and for other reasons, the Company was not in a position to pay William C. “Jake” Jacobs, President and CFO, the $100,000 bonus that was to be paid to him on December 1, 2020, pursuant to the Compensation Agreement dated as of June 19, 2019 without adversely impacting Lifted’s working capital. In recognition of this reality, the Company and William C. “Jake” Jacobs agreed that in lieu of such payment, upon the earlier of the date when William C. “Jake” Jacobs delivers to the Company written demand for payment which may not be sooner than January 1, 2021, or the first date when the Company has raised a total of at least $15 million after January 1, 2019, the Company shall pay William C. “Jake” Jacobs a cash bonus in the amount of $100,000 (the “Delayed December 1, 2020 Cash Bonus to William C. “Jake” Jacobs”); provided that (i) commencing on January 1, 2021, the cash bonus of $100,000 that was due and payable by the Company to William C. “Jake” Jacobs upon the closing of the Company’s acquisition of Lifted, which has not yet been paid and is payable upon demand by William C. “Jake” Jacobs, shall accrue interest until paid in full at the rate of 2% per year, and (ii) commencing on January 1, 2021, the Delayed December 1, 2020 Cash Bonus to William C. “Jake” Jacobs, which has not yet been paid and is payable upon demand by William C. “Jake” Jacobs on or after January 1, 2021, shall accrue interest until paid in full at the rate of 2% per year. As of September 30, 2021, there was total interest of $2,681 in income tax previously erroneously paid by William C. Jacobs to the Illinois Department of Revenue during the year ended December 31, 2021, and refunded back to Lifted by the Illinois Department of Revenue in January 2021, was repaid to William C. Jacobs during the quarter ended June 30, 2021. At December 31, 2020, there was a management bonus payable of $100,000 owed by the Company to William C. “Jake” Jacobs. William C. Jacobs is the son of Gerard M. Jacobs, Chief Executive Officer of the Company, 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. At September 30, 2020, there was a management bonus payable of $100,000 owed to William C. “Jake” Jacobs; there were no other payables owed to William C. “Jake” Jacobs. Amounts Owed to Nicholas S. Warrender On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Deferred Contingent Stock"), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). As such, as of September 30, 2021, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $120,205 owed to Nicholas S. Warrender. In comparison, as of December 31, 2020, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $64,110 owed to Nicholas S. Warrender. Interest on the Promissory Note shall be 2% per year. The maturity date of the Promissory Note is the earlier of (a) the date which is 30 days after the last day of the calendar quarter during which Lifted's aggregate EBITDA (aggregate earnings before interest, taxes, depreciation and amortization) since the Closing Date of the Merger exceeds $7.5 million, or (b) the date which is the fifth anniversary of the closing date of the Merger. The Promissory Note shall have mandatory prepayments, subject to certain limitations, within five business days following the closing of any equity or debt capital raise by the Company or Lifted following the date of the Merger Agreement wherein Mr. Warrender is entitled to be paid at least 50% of the net proceeds of such capital raise toward a prepayment of the principal and accrued interest on the Promissory Note, excluding only the capital raise for the potential Wisconsin Acquisitions referred to in Section 5.23(a) of the Merger Agreement. See “Obligation to Pursue Two Opportunities” The Promissory Note is secured by (a) a first lien security interest in all of the assets of the Company and Lifted; and (b) a pledge of: (i) all of the capital stock of Lifted; (ii) all of the common stock of Bendistillery, Bend Spirits and Ablis that is owned by the Company; and (iii) all of the capital stock of any other entity owned by the Company, Lifted or any of their subsidiaries, pursuant to a Collateral Stock Pledge Agreement between Mr. Warrender, as Secured Party, and the Company and Lifted, as Pledgors. As of September 30, 2020, in addition to the Promissory Note of $3,750,000 owed to Nicholas S. Warrender, there was also related interest payable of $45,206 owed to Nicholas S. Warrender. 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 three and nine months ended September 30, 2021, Corner Vapory purchased $8,330 and $10,231, respectively, worth of products from Lifted, and Lifted recorded a receivable of $0 from Corner Vapory as of September 30, 2021. In comparison, during the year ended December 31, 2020, Corner Vapory purchased $10,264 worth of products from Lifted. Corner Vapory is provided distributor pricing, similar to many other individual vape shops that are customers of Lifted. During the three and nine months ended September 30, 2020, Corner Vapory purchased $6,266 and $9,139, respectively, worth of products from Lifted, and Lifted recorded a receivable of $1,003 from Corner Vapory as of September 30, 2020. Transactions with Canna Vita Nicholas S. Warrender is a 50% owner in Canna Vita, a CBD shop, located in Kenosha, Wisconsin. During the three and nine months ended September 30, 2021, Canna Vita purchased $13,512 and $23,801, respectively , During the three and nine months ended September 30, 2020, Canna Vita purchased $0 and $7,659, respectively, worth of products from Lifted, and Lifted recorded a receivable of $7,659 from Canna Vita as of September 30, 2020. 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 three and nine months ended September 30, 2021, Squeez Juice Bar purchased $1,238 and $11,359, respectively, worth of products from Lifted, and Lifted recorded a receivable of $0 from Squeez Juice Bar as of September 30, 2021. In comparison, during the quarter ended March 31, 2021, Squeez Juice Bar purchased $5,363 worth of products from Lifted. Squeez Juice Bar purchased $182 worth of products from Lifted in 2020, all of which were purchased during the three months ended September 30, 2020. Transactions with Liquid Event Marketing During the quarter ended September 30, 2021, Lifted paid $26,465 to Liquid Event Marketing for labor and consulting, and Lifted recognized a payable to Liquid Event Marketing for $19,965 at September 30, 2021. 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. As of December 31, 2018, a total of $30,791 had been borrowed by LSFP on such terms, and warrants to purchase 25,000 shares of common stock of LSFP had been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of LSFP had been issued to Gerard M. Jacobs. As of December 31, 2018, there was also a total of $1,381 in interest payable to Joshua A. Bloom and Gerard M. Jacobs, related to these borrowings. The warrants to purchase common stock that were issued to Joshua A. Bloom and Gerard M. Jacobs on July 16, 2018 and July 18, 2018 were valued using the Black-Scholes valuation model as of the date they were issued. The values of these warrants were fully expensed because the notes were payable upon demand. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on July 16, 2018 was $3,250. Gerard M. Jacobs’ warrants were issued to him on July 18, 2018, and the expense recognized related to the issuance of these warrants was $1,300. The warrants to purchase common stock that were issued to Gerard M. Jacobs on November 8, 2018, and to Joshua A. Bloom on November 12, 2018, were valued using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 465%; risk-free interest rates of 2.98% and 2.94%, respectively; dividend yield of 0% and an expected terms of 2.38 years and 2.37 years, respectively. The expected future stock volatility was based on the volatility of Acquired Sales Corp.’s historical stock prices. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vests and the contractual term of the warrant. The values of the warrants were fully expensed as of the date of issuance because they are payable upon demand. The expense recognized related to the issuance of the warrants to Gerard M. Jacobs on November 8, 2018 was $11,250. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on November 12, 2018 was $21,874. On January 7, 2019, Gerard M. Jacobs loaned to the Company $5,968. In exchange, a warrant to purchase 7,500 shares of common stock of LSFP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on January 7, 2019 was $10,949. On January 21, 2019, Gerard M. Jacobs loaned to the Company $804. In exchange, a warrant to purchase 1,250 shares of common stock of LSFP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on January 21, 2019 was $1,825. On February 6, 2019, Gerard M. Jacobs loaned to the Company $8,000. In exchange, a warrant to purchase 10,000 shares of common stock of LSFP was issued to Gerard M. Jacobs. This warrant was valued using the Black-Scholes valuation model as of the date it was issued. The value of this warrant was fully expensed because the loan was payable upon demand. The expense recognized related to the issuance of the warrant to Gerard M. Jacobs on February 6, 2019 was $13,999. On March 13, 2019, all of these borrowings and the related interest payable to Joshua A. Bloom and Gerard M. Jacobs was repaid. In total, $21,540 was paid to Joshua A. Bloom, and $26,628 was paid to Gerard M. Jacobs. On August 30, 2021, CEO Gerard M. Jacobs exercised, for an aggregate purchase price of $1, his right to purchase a warrant to purchase an aggregate of 750,000 shares of unregistered common stock of the Company at an exercise price of $0.01 per share, which warrant he immediately exercised. Gerard M. Jacobs also exercised his right to purchase an aggregate of 31,250 shares of unregistered common stock of the Company at an exercise price of $0.03 per share under separate warrants. Gerard M. Jacobs also demanded immediate payment of $8,438.50 of the bonuses which are currently due and payable by the Company to Gerard M. Jacobs, and Gerard M. Jacobs hereby allocated and applied such $8,438.50 to pay for the aggregate cost of purchasing and exercising the above warrants. |
NOTE 10 - DISTRIBUTIONS TO NICH
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER | NOTE 10 – DISTRIBUTIONS TO NICHOLAS S. WARRENDER Distributions to Nicholas S. Warrender to Cover the Income Taxes Owed by Nicholas S. Warrender in Regard to the Net Income of Lifted Prior to February 24, 2020 Pursuant to Section 5.11 of the Agreement and Plan of Merger by and among the Company, Lifted, Gerard M. Jacobs, William C. Jacobs, Warrender Enterprise Inc. and Nicholas S. Warrender dated January 7, 2020, certain Estimated Tax Distributions were to be made to Nicholas S. Warrender to cover estimated income tax obligations of Nicholas S. Warrender in regard to the net income of Warrender Enterprise Inc. during 2019 and during the short taxable year commencing on January 1, 2020 and ending on February 23, 2020, the date before the closing date of the Merger. The parties orally agreed that these Estimated Tax Distributions would be made to Nicholas S. Warrender as promptly as feasible following the closing date. On March 6, 2020, Lifted distributed a total of $193,767 of Estimated Tax Distributions based upon good faith estimates of such federal and state income tax obligations of Nicholas S. Warrender calculated by a third party tax preparation firm. |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 11 - SHAREHOLDERS' EQUITY | NOTE 11 – SHAREHOLDERS’ EQUITY Stock Buy-back Transactions with a Non-Affiliate Stockholder On November 24, 2020, LFTD Partners Inc. purchased 36,000 shares of common stock of the Company from a non-affiliate stockholder in a private transaction for $0.95 per share for a total of $34,200. These shares are held in treasury. On January 8, 2021, LFTD Partners Inc. purchased 36,000 shares of common stock of the Company from a non-affiliate stockholder in a private transaction for $0.95 per share for a total of $34,200. These shares are held in treasury. Cancellation of Shares of Common Stock – Several years ago, pursuant to a fully signed settlement agreement (the "Settlement Agreement"), the Company purchased for $50,000 (the "Purchase") all of the shares of the Company’s common stock (the "Shares") owned by Matthew Ghourdjian ("Ghourdjian") and by the Deborah Sue Ghourdjian Separate Property Trust ("Ghourdjian Trust"). Prior to the closing of the Purchase, Ghourdjian and the Ghourdjian Trust orally expressed uncertainty as to whether or not certain of the Shares totaling 166,888 shares (the "166,888 Shares") had already been orally sold by Ghourdjian and the Ghourdjian Trust to a third party. With Ghourdjian and the Ghourdjian Trust being unable to find any evidence of such a sale of the 166,888 Shares but also being unable to locate the physical stock certificates evidencing the 166,888 Shares, the Settlement Agreement was written so that the Company purchased from Ghourdjian and the Ghourdjian Trust all of the Shares owned by Ghourdjian or by the Ghourdjian Trust, and stipulated that the aggregate number of the Shares without the 166,888 Shares was a minimum of 690,796 shares (the "690,796 Shares"). At the closing of the Purchase, the Company paid $50,000 for the Shares and Ghourdjian and the Ghourdjian Trust delivered to the Company certificates evidencing the 690,796 Shares. The 166,888 Shares continued to be shown on the books of Colonial Stock Transfer ("Colonial") as being owned by Ghourdjian and the Ghourdjian Trust. On April 2, 2020 the 166,888 Shares were cancelled. Issuance of Series A Convertible Preferred Stock Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. The Series A Preferred Stock will receive an annual 3% dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Series A Preferred Stock. On 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. On July 6, 2020, the Company filed with the SEC an amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. On December 10, 2020, the Company filed with the SEC a second amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. On June 2, 2021, the Company filed with the SEC a third amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. On July 2, 2021, the Company filed with the SEC a fourth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. On July 26, 2021, the Company filed with the SEC a fifth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. On August 19, 2021, the Company filed with the SEC a sixth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series A Preferred Stock may be converted. The Registration Statement was approved deemed effective by the SEC on August 26, 2021. As of October 15, 2021, 60,400 shares of Series A Preferred Stock have been converted into a total of 6,040,000 shares of common stock of the Company, which leaves 5,750 shares of Series A Preferred Stock currently outstanding. As of September 30, 2021 and December 31, 2020, the Company has accrued a liability of $7,578 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. During the three months ended September 30, 2021 and 2020, a total of $0 and $0, respectively, of cash dividends were paid to the Series A Convertible Preferred Stock holders. During the nine months ended September 30, 2021 and 2020, a total of $199,187 and $198,450, respectively, of cash dividends were paid to the Series A Convertible Preferred Stock holders. Issuance of Series B Convertible Preferred Stock Between July 24, 2019 and December 5, 2019, the Company accepted subscriptions from accredited investors to purchase 100,000 shares of newly issued Series B Preferred Stock for an aggregate purchase price of $500,000 in cash. These 100,000 shares of Series B Preferred Stock are convertible at the option of the holder into 100,000 shares of newly issued common stock of the Company. The Series B Preferred Stock will receive an annual 3% dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Series B Preferred Stock. On 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. On July 6, 2020, the Company filed with the SEC an amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. On December 10, 2020, the Company filed with the SEC a second amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. On June 2, 2021, the Company filed with the SEC a third amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. On July 2, 2021, the Company filed with the SEC a fourth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. On July 26, 2021, the Company filed with the SEC a fifth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. . On August 19, 2021, the Company filed with the SEC a sixth amended Registration Statement on Form S-1/A covering 30% of the common stock shares into which the Series B Preferred Stock may be converted. The Registration Statement was approved deemed effective by the SEC on August 26, 2021. As of October 15, 2021, 60,000 shares of Series B Preferred Stock have been converted into a total of 60,000 shares of common stock of the Company, which leaves 40,000 shares of Series B Preferred Stock currently outstanding. As of September 30, 2021 and December 31, 2020, the Company has accrued a liability of $1,784 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. During the three months ended September 30, 2021 and 2020, a total of $4,500 and $13,500 respectively, of cash dividends were paid to the Series B Convertible Preferred Stock holders. During the nine months ended September 30, 2021 and 2020, a total of $10,344 and $13,500, respectively, of cash dividends were paid to the Series B Convertible Preferred Stock holders. Share-Based Compensation During the year ended December 31, 2020, the Company recognized $733,499 in share-based compensation related to the issuance of warrants to Gerard M. Jacobs. The Company also recognized $660,149 in share-based compensation related to the issuance of warrants to William C. “Jake” Jacobs. These warrants were issued to Gerard M. Jacobs and William C. “Jake” Jacobs pursuant to the June 19, 2019 Compensation Agreement, which authorized the issuance of certain warrants to Gerard M. Jacobs and William C. “Jake” Jacobs upon the execution of employment agreements, which were signed on February 24, 2020 upon the closing of the acquisition of Lifted. The five-year warrants give Gerard M. Jacobs the right to purchase 250,000 shares of common stock of LSFP exercisable at $5.00 per share. The five-year warrants give William C. “Jake” Jacobs the right to purchase 225,000 shares of common stock of LSFP exercisable at $5.00 per share. The warrants were valued using the Black-Scholes valuation model as of the date of issuance, assuming an estimated life of 2.5 years and estimated future volatility of 361.49%. During the nine months ended September 30, 2020, the Company recognized $733,530 in share-based compensation related to the issuance of warrants to Gerard M. Jacobs. The Company also recognized $660,177 in share-based compensation related to the issuance of warrants to William C. “Jake” Jacobs. These warrants were issued to Gerard M. Jacobs and William C. “Jake” Jacobs pursuant to the June 19, 2019 Compensation Agreement, which authorized the issuance of certain warrants to Gerard M. Jacobs and William C. “Jake” Jacobs upon the execution of employment agreements, which were signed on February 24, 2020 upon the closing of the acquisition of Lifted. The five-year warrants give Gerard M. Jacobs the right to purchase 250,000 shares of common stock of LSFP exercisable at $5.00 per share. The five-year warrants give William C. “Jake” Jacobs the right to purchase 225,000 shares of common stock of LSFP exercisable at $5.00 per share. The warrants were valued using the Black-Scholes valuation model as of the date of issuance, assuming an estimated life of 2.5 years and estimated future volatility of 361.49%. Stock Option and Warrant Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price Term (Years) Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants 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 Warrants Exercised During Q3 2021 1,281,250 Options Exercised During Q3 2021 65,000 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2021 2,967,198 $ 3.48 3.83 $ 5,099,647 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2021 4,962,198 $ 3.30 3.62 $ 7,787,147 Upon the execution of Gerard M. Jacobs’ employment agreement on February 24, 2020, the terms of Gerard M. Jacobs’ stock options granted by the Company to purchase shares of common stock of the Company which were set to expire on November 4, 2020 and September 29, 2021 were extended so that all of such stock options may be exercised by Gerard M. Jacobs at any time on or before December 31, 2024. Gerard M. Jacobs owns 471,698 options that were originally set to expire on November 4, 2020, and 605,000 options that were originally to expire on September 29, 2021; the expiration dates for all of these options were extended to December 31, 2024. Retirement of 72,000 Shares of Common Stock Held in Treasury On August 31, 2021, the Company retired 72,000 shares of common stock held in treasury. The retirement of these shares was accounted for under the cost method of accounting. Exercise of Warrants by Gerard M. Jacobs On August 30, 2021, CEO Gerard M. Jacobs exercised, for an aggregate purchase price of $1, his right to purchase a warrant to purchase an aggregate of 750,000 shares of unregistered common stock of the Company at an exercise price of $0.01 per share, which warrant he immediately exercised. Gerard M. Jacobs also exercised his right to purchase an aggregate of 31,250 shares of unregistered common stock of the Company at an exercise price of $0.03 per share under separate warrants. Gerard M. Jacobs also demanded immediate payment of $8,438.50 of the bonuses which are currently due and payable by the Company to Gerard M. Jacobs, and Gerard M. Jacobs hereby allocated and applied such $8,438.50 to pay for the aggregate cost of purchasing and exercising the above warrants. Exercise of Warrants by Vincent J. Mesolella On September 13, 2021, lead outside director Vincent J. Mesolella exercised, for an aggregate purchase price of $1.00, his right to purchase a warrant to purchase an aggregate of 500,000 shares of unregistered common stock of the Company at an exercise price of $0.01 per share, which warrant he immediately exercised and paid for, and he also exercised an option to purchase 5,000 shares of unregistered common stock of the Company at an exercise price of $2.00 per share, which he paid. Exercise of Option by Joshua A. Bloom On September 22, 2021, director Joshua A. Bloom exercised an option to purchase 5,000 shares of unregistered common stock of the Company at an exercise price of $2.00 per share, which he paid. Exercise of Option by Richard E. Morrissy On September 15, 2021, director Richard E. Morrissy exercised an option to purchase 5,000 shares of unregistered common stock of the Company at an exercise price of $2.00 per share, which he paid. Exercise of Option by a Non-Affiliated Shareholder On September 26, 2021, a non-affiliated shareholder of the Company exercised an option to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $2.00 per share, which she paid. |
NOTE 12 - CONTINGENT CONTRACTUA
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | NOTE 12 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Operating and Finance Lease Right-of-Use Assets January 1, 2019, requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet; lease expense for these types of leases are recognized on a straight-line basis over the lease term. Options to extend or terminate a lease are not included in the determination of the right-of-use asset or lease liability unless it is reasonably certain to be exercised. Lifted adopted ASU 2016-02 using the modified retrospective approach, electing the package of practical expedients. Lifted does not own any physical properties. Lease of Building Located at 5511 95 th Ave, Kenosha, Wisconsin 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 Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”). The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 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, Nicholas S. Warrender is able to benefit through his entity 95th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted. As the Company's lease does not provide an implicit rate, the Company used the same incremental borrowing rate used by the purchaser of the building in determining the present value of lease payments. The discount rate used in the computations was 3.6%. Under the terms of the lease, the tenant, Lifted, has the option to purchase the property at any time prior to December 31, 2025, and in any event, Lifted is obligated to purchase the property on or before that date. This lease is accounted for as a finance lease. 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%. Lease of Space in Zion, Illinois From June 1, 2018 through June 1, 2021, Lifted rented 3,300 square feet of space located in Zion, Illinois, for manufacturing, warehousing and office space. Since June 2, 2021, Lifted has been leasing such space on a month-to-month basis. From May 2020 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. Lease of Space Located at 8920 58th Place, Suite 850, Kenosha, Wisconsin On September 23, 2021, Lifted Made entered into a Lease Agreement (the “58 th th th The term of the 58 th th th Under the terms of the 58 th Rent Schedule Date Base Monthly Rent 10/01/2021 – 09/30/2022 $2,395.84 10/01/2022 – 09/30/2023 $2,467.72 10/01/2023 – 09/30/2024 $2,541.75 Third Party Facilities From time to time, the Company maintains inventory at third party facilities around the USA. Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $43,356 in 2021 and $35,650 in 2020 Non-Current Assets $ - Liability Balance Sheet Line September 30, 2021 Current Operating Lease Liability Current Liabilities $ - Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $37,010 in 2021 and $0 in 2020 Non-Current Assets $ 1,443,397 Liability Balance Sheet Line September 30, 2021 Current Finance Lease Liability and Non-Current Current Liabilities $ 21,904 Finance Lease Liability Non-Current Liabilities $ 1,446,525 Lease Costs The table below summarizes the components of lease costs for the following periods: Three Months September 30, 2021 Nine Months September 30, 2021 Year Ended December 31, 2020 Lease Cost: Amortization of Right-of-Use Assets $ 12,337 $ 37,010 $ - Interest on lease liabilities 13,188 39,673 - Operating Lease Expense - 8,000 19,200 Total $ 25,525 $ 84,683 $ 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 September 30, 2021 are as follows: Maturities Analysis as of September 30, 2021: Finance Operating 2021 $ 21,618 $ - 2022 70,267 - 2023 71,672 - 2024 73,106 - 2035 74,568 - Thereafter 1,375,000 - Total $ 1,686,231 $ - Less: Present value discount (217,802) - Lease Liability $ 1,468,429 $ - Payment of Finders’ Fees Related to Ablis The Company has agreed to pay finders’ fees to two finders in regard to the potential purchase of an additional 15% of the stock of Ablis. The Company has agreed to pay those two finders additional warrants to purchase shares of common stock of the Company at an exercise price of $1 per share exercisable at any time on or before April 30, 2024; in the event that the Company closes on the purchase of up to an additional 15% of the common stock of Ablis, then the total amount of such warrants will be 2,814 unregistered shares of common stock of the Company at an exercise price of $1 per share for each additional one percent of Ablis’ common stock so purchased (a maximum issuance of warrants to purchase an aggregate of 42,210 unregistered shares of common stock of the Company at an exercise price of $1 per share). Previously, on April 30, 2019, the Company issued warrants to purchase 14,042 unregistered shares of common stock of the Company, issued to the two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $40,708. Payment of Brokers’ Fees Related to the Sale of Preferred Stock The Company has committed to pay brokers’ fees in regard to the capital being raised for the Company by such brokers in the Company’s private placements of preferred stock, such fee to consist of warrants to purchase unregistered shares of common stock of the Company at an exercise price equal to the conversion price per share of such preferred stock, exercisable at any time during a five year period; the number of such shares will be calculated as six percent of the aggregate capital raised by such brokers in the private placement of preferred stock divided by the conversion price per share of such preferred stock. In 2019, warrants to purchase 402,900 unregistered shares of common stock of the Company were issued to these brokers. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $833,446. Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company The Compensation Committee of the Company's Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company. Amounts Payable to Gerard M. Jacobs and William C. Jacobs Gerard M. Jacobs has not historically received cash compensation, and, historically, the Company’s President and CFO William C. “Jake” Jacobs has worked for $5,000 per month. The Company entered into a Compensation Agreement dated as of June 19, 2019, with our CEO Gerard M. Jacobs and our President and CFO William C. "Jake" Jacobs. The material terms of the Compensation Agreement, as amended, can be summarized as follows: (1) (2) annual interest on and after January 1, 2021, and of which bonuses $8,438.50 of the bonuses currently due and payable by the Company to Gerard M. Jacobs were allocated and applied to pay for the aggregate cost of purchasing and exercising certain warrants on August 30, 2021 (see section above titled “ Exercise of Warrants by Gerard M. Jacobs (3) (4) (5) (6) (7) Commissions on Sales Lifted has agreed to pay up to 7% commissions to certain individuals, some of whom are affiliated with the Company and some of whom are relatives of affiliates of the Company, in connection with certain sales of Lifted’s products. Commissions are based upon the total purchase prices paid by the referrers’ customers, excluding shipping costs and any governmentally imposed taxes and fees, all of which must be paid by the referrers’ customers. Some of these agreements extend through December 31, 2040, and one extends through December 31, 2025. Commissions are paid on each purchase order of Lifted products received from and paid for by the referrers’ customers. In the Consolidated Statements of Operations, these commissions are included in the “Payroll, Consulting and Independent Contractor” totals. As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS As mentioned in NOTE 9 – RELATED PARTY TRANSACTIONS |
NOTE 13 - LEGAL PROCEEDINGS
NOTE 13 - LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 13 - LEGAL PROCEEDINGS | NOTE 13 – LEGAL PROCEEDINGS The Company 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 Lifted currently is involved in one pending lawsuit, as the defendant: (1) Martha, Edgar v. Lifted Liquids – settled for $5,000, as the medical bills in the case are significant and Mr. Martha’s medical insurance carrier has refused coverage. Lifted is also in the process of preparing a complaint against a distributor for the non-payment of product. |
NOTE 14 - COMPANY-WIDE MANAGEME
NOTE 14 - COMPANY-WIDE MANAGEMENT BONUS POOL | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 14 - COMPANY-WIDE MANAGEMENT BONUS POOL | NOTE 14 – COMPANY-WIDE MANAGEMENT BONUS POOL Pursuant to the employment agreements entered into between the Company and its three principal executives Gerard M. Jacobs, William C. “Jake” Jacobs, and Nicholas S. Warrender (individually, “Executive”), the Company is obligated to compensate management of the Company via a management bonus pool. For each fiscal year during the Employment Term, the Executive shall be eligible to be considered for an annual bonus (the "Annual Bonus") as part of a Company-wide management bonus pool arrangement. During the fourth quarter of each year, the Chairman of the Compensation Committee of the Board (the "Compensation Committee") shall recommend in writing a consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") target (each, a "Target") for the following year (the "Target Year"), which Target must be approved in writing by each of the following for as long as he remains employed by the Company: Gerard M. Jacobs, William C. Jacobs, and Nicholas S. Warrender (collectively, and with respect to each for only as long as he is an employee of the Company, the "Executive Management Group"). If the Chairman of the Compensation Committee does not recommend in writing a Target for a Target Year that is approved in writing by all of the members of the Executive Management Group prior to the commencement of the Target Year, then the Target for the Target Year shall be equal to the actual consolidated EBITDA of the Company and its subsidiaries during the then-current year (i.e., the year preceding the Target Year) as certified in writing by the Company's outside firm of independent certified public accountants. If the actual consolidated EBITDA of the Company and its subsidiaries during the Target Year as certified in writing by the Company's outside firm of independent certified public accountants exceeds the Target (the amount by which the actual consolidated EBITDA of the Company and its subsidiaries during the Target Year as certified in writing by the Company's outside firm of independent certified public accountants exceeds the Target, the "Excess Amount"), then cash equal to 33% of the Excess Amount shall be set aside by the Company as a cash management bonus pool (the "Bonus Pool"), and the amount of the Bonus Pool shall be allocated and paid out by the Company as bonuses or fees to the officers of the Company and its subsidiaries (and potentially, to directors or third parties who have significantly helped the Company and its subsidiaries during the Target Year), with the amount to be paid to each payee, including the amount of any Annual Bonus to be paid to the Executive, to be determined by unanimous written agreement of the Executive Management Group, in their sole discretion. The Executive expressly agrees and acknowledges that the amount of the Annual Bonus (if any) allocated and paid to the Executive as so determined by unanimous written agreement of the Executive Management Group shall be final, non-appealable, and binding upon the Executive, regardless of whether the Executive receives any Annual Bonus, and regardless of whether any Annual Bonus received by the Executive is higher or lower than any other person's bonus, under any and all circumstances whatsoever. The Company shall pay the Executive the Annual Bonus, if any, no later than March 15th of the year following the applicable Target Year.) In the event that there is funding for the Bonus Pool but the Executive Management Group does not reach a unanimous decision on Bonus allocations, then no annual bonus shall be paid. The Annual Bonus Pool would then be placed in escrow and the Executive Management Group would mediate. During the quarter ended September 30, 2021, the Company accrued $400,000 for the Annual Bonus. As of September 30, 2021, the total accrual for the Annual Bonus was $1,559,335. |
NOTE 15 - SUBSEQUENT EVENTS
NOTE 15 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Notes | |
NOTE 15 - SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through |
NOTE 1 - BASIS OF PRESENTATIO_2
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation - (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Basis of Presentation - | Basis of Presentation – LFTD Partners Inc. (hereinafter sometimes referred to as “LFTD Partners”, the “Company”, “LSFP”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are traded on the OTCQB Venture Market under the trading symbol LSFP. 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, LSFP, from AQSP, which was granted. Our business is primarily focused upon acquiring rapidly growing companies that manufacture and sell branded products containing hemp-derived cannabinoids (e.g. delta-8-THC, delta-9-THC, delta-10-THC, THCV, THCO, CBDA, CBC, CBG, CBN, and CBD), e-liquids, disposable nicotine vapes, kratom and kava products (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) ( www.LiftedMade.com ), Kenosha, Wisconsin, 4.99% of the ownership interests in a second Canna-Infused Products Company called Ablis Holding Company ("Ablis"), and 4.99% of the ownership interests in two other businesses that manufacture distilled spirits called Bendistillery Inc. ("Bendistillery") and Bend Spirits, Inc. ("Bend Spirits"), all located in Bend, Oregon. Lifted Made has a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). We have also terminated a planned acquisition of a Canna-Infused Products Company called CBD Lion LLC. At this point in time, LSFP has also signed a letter of intent to acquire Savage Enterprises, owner of award-winning hemp-derived products brand Delta Extrax (www.DeltaExtrax.com) and CBD brand Savage CBD (www.SavageCBD.com), and to enter the California marijuana industry by purchasing Premier Greens LLC and MKRC Holdings, LLC, the closing of which transactions are subject to a number of contingencies. The letter of intent is described below. LSFP has also signed a letter of intent to acquire Fresh Farms E-Liquid, LLC ( ), whose portfolio includes the premium vapor products Fresh Farms and Fruitia, JUS tobacco-free nicotine vapor products, and HAPPI premium delta-8-THC and delta-10-THC products ( ), the closing of which transaction is subject to a number of contingencies. The 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, including Savage Enterprises and Fresh Farms E-Liquid, LLC, it will be necessary for us to raise substantial additional capital, and no guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all. We are currently exploring the possibility of raising approximately $50 million through some combination of debt and equity offerings in order to provide the cash portion of the merger considerations needed to acquire Savage Enterprises and Fresh Farm E-Liquid, LLC, to purchase the building located at 5511 95 th Avenue, Kenosha, Wisconsin, that is currently being rented by Lifted, to pay off all other liabilities of LSFP and Lifted, and to pay transactional fees and expenses. On the debt side, we are currently in discussions with a commercial bank and other potential sources of institutional debt. On the equity side, we are currently working with an investment banking firm regarding the potential for an equity 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 debt and/or equity 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 Matt Winters (“Winters”), in connection with our proposed acquisition of Savage, Premier Greens and MKRC as described below. 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 (a) (b) (c) Following the closing of the Transactions (the “Closing”), Savage will own: One Hundred Percent (100%) of the ownership interests in MKRC; Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC (“‘AAA”); and Thirty-Three Percent (33%) of Remediez, a corporation (“Remediez”). Following the Closing, we will continue to own One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”), Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc. (“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation, and Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”), a Delaware limited liability company, and we will be the new owner of One Hundred Percent (100%) of the ownership interests in Premier Greens, and of One Hundred Percent (100%) of the ownership interests in Savage. Conditions The Closing will be subject to the following conditions: Audits reasonable efforts to cause Remediez to engage our PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Savage’s, Premier Greens’, MKRC’s, RJMC’s and Remediez’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Savage and Premier Greens to be acquired by us in the Transactions pursuant to all applicable SEC and FASB rules and regulations, and to allow us to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to us in our discretion, then the Transaction shall be abandoned. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by us and one-half (50%) by Savage, regardless of whether or not the Transactions close or are abandoned for any reason. Mutual “Due Diligence Closing Documentation (a) (b) (c) (d) (e) (f) (1) (2) (3) (4) (g) (h) 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 LFTD Partners Inc Termination of the LOI Events of Termination (a) (b) (c) (d) (e) (f) Expenses Source of Funds for the Proposed Savage Transactions We anticipate that the source of the cash portion of the acquisition consideration paid for Savage and its affiliates would be proceeds from contemplated future debt and/or equity capital raises by LFTD Partners Inc., and potentially some cash generated by the operations of Lifted. Fees and expenses in connection with the Transactions would be paid using cash on hand and/or from proceeds of the contemplated future debt and/or equity capital raises. Letter of Intent relating to the proposed acquisition of Fresh Farms E-Liquid On September 1, 2021, LFTD Partners Inc., a Nevada corporation (“LSFP”), Fresh Farms E-Liquid, LLC, a California limited liability company (“Fresh Farms”), Anthony J. Devincentis (“Devincentis”), Jakob M. Audino (“Audino”), Forrest F. Town (“Town”), John Z. Petti (“Petti”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) William C. Jacobs (“WJacobs”), Christopher G. Wheeler (“Wheeler”) and Matt Winters (“Winters”) (collectively the “Parties”) entered into a letter of intent (“LOI”) in connection with LSFP’s proposed acquisition from Devincentis, Audino, Petti and Town of One Hundred Percent (100%) of the ownership interests in Fresh Farms as described below. The terms of the proposed transaction (“Transaction”) 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 Transaction In the proposed Transaction: LSFP will acquire from Devincentis, Audino, Petti and Town One Hundred Percent (100%) of the ownership interests in Fresh Farms in a reorganization (the “Merger”) wherein Fresh Farms would become a wholly owned subsidiary of LSFP, for the following consideration (“Merger Consideration”): Fourteen Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($14,166,666) in cash, plus Seven Million Eighty-Three Thousand Three Hundred Thirty-Four (7,083,334) shares of unregistered common stock of LSFP (“LSFP Stock”), hereinafter sometimes referred to as the “Stock Consideration”. Following the Closing, if the Transaction occurs as proposed, LSFP will own: · · · · · · Conditions The Closing will be subject to the following conditions: Audits. . Mutual “Due Diligence”. Fresh Farms shall allow LSFP to conduct a confidential so-called “due diligence” investigation of Fresh Farms’ 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 LSFP in its discretion, then the Transaction shall be abandoned as provided herein. LSFP shall allow Fresh Farms to conduct a confidential so-called “due diligence” investigation of LSFP’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 Fresh Farms in its discretion, then the Transaction shall be abandoned, as provided herein. Closing Documentation. (a) (b) (c) (d) Dollars ($400,000) subject to LSFP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Town Employment Agreement”). (e) (f) (g) (1) (2) (3) (4) (h) : (i) : 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 Operation of Fresh Farms www.FreshFarmsEliquid.com www.HappiHemp.com Operation of LSFP 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 LSFP, by an outside date of May 25, 2022. (b) LSFP has not closed the Capital Raise by an outside date of May 25, 2022. (c) The Merger Agreement has not been signed by May 25, 2022 (the Merger Agreement, if executed, shall include an outside closing date of May 25, 2022, or such other date as mutually agreed by the parties). (d) LSFP shall have delivered written notice to Fresh Farms that LSFP is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of Fresh Farms are not acceptable to LSFP. (e) Fresh Farms shall have delivered written notice to LSFP that Fresh Farms is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of LSFP are not acceptable to Fresh Farms; 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 Transaction 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 Transaction. 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 Fresh Farms Transaction We anticipate that the source of the cash portion of the acquisition consideration paid for Fresh Farms would be proceeds from contemplated future debt and/or equity capital raises by LFTD Partners Inc., and potentially some cash generated by the operations of Lifted. Fees and expenses in connection with the Transaction would be paid using cash on hand and/or from proceeds of the contemplated future debt and/or equity capital 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), now in Kenosha, Wisconsin (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% of the common stock of each of CBD-infused beverages maker Ablis, and of distilled spirits manufacturers Bendistillery and Bend Spirits, all of Bend, Oregon. Creation of Joint Ventures On October 16, 2020, Lifted Made entered into a 50-50 joint venture with SMPLSTC called SmplyLifted LLC. On April 22, 2021, Lifted Made entered into a 50-50 joint venture with Savage Enterprises called LftdXSvg LLC, which was dissolved before conducting any business. Corporate Information LFTD Partners Inc. is a Nevada corporation incorporated on January 2, 1986 that is focused upon acquiring rapidly growing companies that manufacture and sell branded products containing hemp-derived cannabinoids (e.g. delta-8-THC, delta-9-THC, delta-10-THC, THCV, THCO, CBDA, CBC, CBG, CBN, CBD), e-liquid, disposable nicotine vapes, kratom and kava products. Our principal headquarters are located at 4227 Habana Ave., Jacksonville, Florida 32217. Our telephone number is (847) 915-2446. Our corporate website address is www.LFTDPartners.com We, or our target acquisitions, have proprietary rights to a number of trademarks, service marks and trade names used in this Form 10-Q which are, or may become, important to our business. Solely for convenience, the trademarks, service marks and trade names in this Form 10-Q are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. All other trademarks, trade names and service marks appearing in this Form 10-Q are the property of their respective owners. The Lifted Made Business Prior to acquiring 100% of Lifted on February 24, 2020, we did not own 100% of any other operating company, so the Lifted Merger was highly significant to our Company. History Lifted was originally incorporated in the state of Wisconsin on September 19, 2014. Lifted was created with a passion to build a culture-based organization focused upon quality products and a healthier lifestyle. Products Under its flagship, award-winning brand Urb Finest Flowers, Lifted manufactures and sells products made with hemp and hemp-derived cannabinoids including delta-8-THC, delta-9-THC, delta-10-THC, THCO, CBD, CBG, CBN, and other emerging cannabinoids. Lifted also manufactures and sells similar products to private label clients. Officers and Employees The executives of Lifted have backgrounds in the vaping industry, sales, graphic design, distribution, marketing, accounting, and supply chain management, skills that have helped Lifted distinguish itself from the competition. Prior to and following the worst months of the COVID-19 pandemic, the Lifted team has occasionally attended trade shows throughout the USA to promote Lifted’s products. In recent months, Lifted has begun attending more hemp industry trade shows throughout the USA. The Company holds an option to purchase Nicholas S. Warrender's interests in certain vape shops which are partly owned by in Wisconsin and Illinois, for a nominal price. Lifted currently has approximately 80 full time and part time employees and independent contractors who are engaged in product formulation, design and branding, website development, private label client management, sales, strategy, distribution, supply chain management, new business development, warehouse management and order fulfillment, operations management, accounting, new product development, trade shows and evaluation of potential acquisitions and joint ventures. Most of Lifted’s employees are based in Kenosha, WI, and the rest are located in Florida, Louisiana and California. Lifted’s independent contractors are located in California, Colorado and Florida. Description of Property LFTD Partners Inc.’s CEO Gerard M. Jacobs and its President and CFO William C. Jacobs live in Florida, and LFTD Partners Inc.’s COO Nicholas S. Warrender lives in Wisconsin. The Company currently does not have a dedicated corporate office for LFTD Partners Inc. other than in the home office spaces provided by the Company’s CEO and President in Florida. The future location of LFTD Partners Inc.’s corporate office will depend upon a number of factors including where our CEO is living at the time. Lifted does not own any physical properties. Lease of Building Located at 5511 95 th Ave, Kenosha, Wisconsin 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 Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”). The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 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, Nicholas S. Warrender is able to benefit through his entity 95th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted. Lease of Space in Zion, Illinois From June 1, 2018 through June 1, 2021, Lifted rented 3,300 square feet of space located in Zion, Illinois, for manufacturing, warehousing and office space. Since June 1, 2021, Lifted has been leasing such space on a month-to-month basis. From May 2020 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. Lease of Space Located at 8920 58th Place, Suite 850, Kenosha, Wisconsin On September 23, 2021, Lifted Made entered into a Lease Agreement (the “58 th th th The term of the 58 th th th Under the terms of the 58 th Rent Schedule Date Base Monthly Rent 10/01/2021 – 09/30/2022 $2,395.84 10/01/2022 – 09/30/2023 $2,467.72 10/01/2023 – 09/30/2024 $2,541.75 Third Party Facilities From time to time, the Company maintains inventory at third party facilities around the United States. 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. SmplyLifted conducts its business at Lifted’s and SMPLSTC LLC’s offices, currently without any rent or other charges being payable by SmplyLifted. On a quarterly basis, SmplyLifted LLC reimburses Lifted for William C. Jacobs’ time as the Chief Financial Officer at William C. Jacobs’ hourly rate. Sources of Supply Lifted sources certain raw goods and products from independent suppliers. Lifted’s hemp and hemp-derived raw materials are third-party lab tested. In the past, Lifted also sourced gel and liquid sanitizer from various third parties. Lifted acquires its disposable vape pens and cartridges from third party manufacturers and, in its clean room, adds Lifted’s proprietary vape solutions into the disposable vape pens and vape cartridges. Lifted also acquires a variety of vape pens and cartridges, bottles, containers, boxes, labels, packaging and other items from third party manufacturers. Lifted currently believes that it would be able to find replacement manufacturers with minimal negative impact on its business. However, Lifted's vape pens and cartridges are sourced exclusively from China, and much of Lifted's boxes, packaging and other items are sourced from China. COVID-19, Chinese holidays, backups at U.S. ports, and tariffs imposed on products sourced from China could make it difficult or impossible to source these products cost effectively, or at all, from China. COVID-19, Chinese holidays, backups at U.S. ports, and/or tariffs could make it difficult or impossible for Lifted to manufacture needed quantities of its products, if at all, and could drastically increase Lifted's product costs, all of which could have a serious detrimental impact on Lifted’s sales and profit margins. SmplyLifted sources its inventory, packaging and marketing materials from independent suppliers. Products Lifted’s focus is manufacturing, sales and distribution of effective, quality products formulated in a clean room. In the past, Lifted has re-bottled and re-sold gel and liquid hand sanitizer. Such re-sales of hand sanitizer are unlikely to continue in the future. Lifted sources hemp-derived cannabinoids and other ingredients and products from many different suppliers. The ingredients are then incorporated into proprietary formulations in house. Lifted sells an assortment of products such as vapes, dabs, cartridges and other products containing hemp-derived delta-8-THC, delta-9-THC, delta-10-THC, THCO, THCV, CBD and other cannabinoids, and synthetic nicotine. Please visit www.LiftedMade.com Third party manufacturers make cannabinoid-infused edibles, dabs, saucy dmnds, bath bombs and lotion for Lifted in accordance with Lifted's specifications. Lifted owns 50% of SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH ( www.GETFR3SH.com Product Risks Some of Lifted's and SmplyLifted’s products currently contain hemp-derived delta-8-THC, delta-9-THC, delta-10-THC, THCO, THCV, CBD and other cannabinoids, and synthetic nicotine. There is a risk that Lifted could be targeted by regulators or consumers with claims that its products are illegal and/or unsafe. The market for cannabinoid-infused vapes and cartridges is currently subjected to prohibitions of certain products in certain jurisdictions in response to deaths and illnesses that have occurred and that are apparently associated with vaping. In addition, certain jurisdictions have prohibited the sale of smokable hemp and hemp-derived products, and delta-8-THC. These various prohibitions and regulations may have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance. Intellectual Property Lifted maintains proprietary formulations, other trade secrets, and a custom mold for its disposable vape. However, Lifted owns no registered patents and has no patent applications pending. R&D expenditures Lifted's research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development of new and existing products. Lifted spent less than $10,000 on research and development efforts over the past three years. Research and development costs are expensed as they are incurred. Marketing Lifted SmplyLifted markets itself by networking throughout the industry through word of mouth, its website and by attending trade shows. Distributio n Lifted’s and SmplyLifted’s distribution is done internally and through third party distributors who distribute throughout the U.S. Lifted, SmplyLifted and these distributors distribute Lifted’s and SmplyLifted’s products to vape and smoke shops, convenience stores, grocery stores, gyms, natural food stores, wellness stores, and other locations. Lifted and SmplyLifted believe but cannot guarantee that in the event that they lost their relationship with one or more of their current distributors, that other replacement distributors could be found without significant disruption to Lifted’s and SmplyLifted’s business. However, the COVID-19 pandemic seriously disrupted Lifted’s distribution channels, although such disruption has begun to decrease. Online Sales of Lifted Made Products Lifted sells its Urb Finest Flowers brand of products and its private label clients’ products online primarily through www.LiftedMade.com . Commissions on Sales Lifted has agreed to pay 7% commissions on certain sales to certain individuals, some of whom are affiliated with the Company and some of whom are relatives of affiliates of the company. Creation of SmplyLifted LLC LFTD Partners Inc., Lifted Made and privately-held SMPLSTC, Costa Mesa, CA ( www.SMPLSTCBD.com ) have partnered to create an equally-owned new entity called SmplyLifted LLC, which has begun selling non-tobacco nicotine pouches in four flavors and four and six mg. nicotine strengths under the brand name FR3SH ( www.GETFR3SH.com ). The nicotine pouches are sold in plastic canisters containing 20 pouches. Lifted Made, SMPLSTC, and three individuals have a 50%, 20%, 10%, 10%, and 10% membership interest in SmplyLifted LLC, respectively. Sales of SmplyLifted LLC Products SmplyLifted LLC has sold its brand of nicotine pouches, FR3SH, to wholesalers and distributors. SmplyLifted LLC has also sold its nicotine pouches direct-to-consumer online through www.GETFR3SH.com . SmplyLifted LLC is attempting to migrate its sales to a master distributor that may have greater distribution capabilities than SmplyLifted LLC has been able to achieve by itself. Costs and effects of compliance with environmental laws To Lifted’s knowledge, Lifted does not currently use or generate any hazardous materials in its operations. OLCC Review of New Directors of the Company Due to our minority ownership interest in Bendistillery and Bend Spirits, the Oregon Liquor Control Commission ("OLCC") has jurisdiction over our directors, officers and significant shareholders. If the OLCC were to refuse to approve any of our directors, officers or significant shareholders, it could disrupt our management and corporate governance, which could materially adversely affect our Company and the trading price of ou |
NOTE 1 - BASIS OF PRESENTATIO_3
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Consolidated Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Consolidated Financial Statements | Consolidated Financial Statements |
NOTE 1 - BASIS OF PRESENTATIO_4
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Use of Estimates | Use of Estimates |
NOTE 1 - BASIS OF PRESENTATIO_5
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. |
NOTE 1 - BASIS OF PRESENTATIO_6
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Notes Receivable (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Notes Receivable | Notes Receivable |
NOTE 1 - BASIS OF PRESENTATIO_7
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
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. |
NOTE 1 - BASIS OF PRESENTATIO_8
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Accounts Receivable | Accounts Receivable Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
NOTE 1 - BASIS OF PRESENTATIO_9
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Inventory | Inventory September 30, 2021 December 31, 2020 Raw Goods $ 1,530,436 $ 500,657 Finished Goods $ 566,970 $ 140,538 Total Inventory $ 2,097,406 $ 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. Depreciation expense related to certain machinery and equipment is also allocated to finished goods. During the quarter ended September 30, 2021, $36,457 of overhead costs were allocated to finished goods. During the quarter ended September 30, 2020, $10,394 of overhead costs were allocated to finished goods. During the quarter ended June 30, 2021, $24,979 of overhead costs were allocated to finished goods. During the quarter ended June 30, 2020, $14,560 of overhead costs were allocated to finished goods. During the quarter ended March 31, 2021, $16,472 of overhead costs were allocated to finished goods. During the quarter ended March 31, 2020, $8,313 of overhead costs were allocated to finished goods. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement Historically, at each quarter end, the Company has typically written off as obsolete inventory various packaging, raw goods and discontinued finished goods. During the quarter ended September 30, 2021, the Company wrote off $3,910 worth of raw goods. The process of determining obsolete inventory during the quarter involves: 1) 2) 3) |
NOTE 1 - BASIS OF PRESENTATI_10
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Fixed Assets (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Fixed Assets | Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. |
NOTE 1 - BASIS OF PRESENTATI_11
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Security Deposit (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Security Deposit | Security Deposit th th |
NOTE 1 - BASIS OF PRESENTATI_12
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: State Licensing Deposits (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
State Licensing Deposits | State Licensing Deposits |
NOTE 1 - BASIS OF PRESENTATI_13
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Investments (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
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 Generally Accepted Accounting Principles (“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 October 20, 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 September 30, 2021. Based upon the financial and non-financial information that was shared with LFTD Partners Inc. during that conference call, the management of LFTD Partners Inc. 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: 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 LFTD Partners Inc. during that conference call, the management of LFTD Partners Inc. 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 LFTD Partners Inc. 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, as an asset at historical cost. Under the equity method, the investment’s value is periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses. 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). LftdXSvg LLC was never funded and the managers of LftdXSvg LLC unanimously decided to dissolve LftdXSvg LLC on June 23, 2021. However, both entities are making and selling products containing hemp-derived THCV under a collaborative brand called “Urb Extrax”. The name Urb Extrax is a combination of Lifted Made’s Urb Finest Flowers brand, and Savage Enterprises’ Delta Extrax brand. |
NOTE 1 - BASIS OF PRESENTATI_14
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Goodwill (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
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” |
NOTE 1 - BASIS OF PRESENTATI_15
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Revenue (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
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 products 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; some private label clients have been given terms in the past. 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 Urb Finest Flowers Products to Wholesalers, Distributors and End Users The Company sells its Urb Finest Flowers brand of 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) 2) 3) 4) 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 quarters ended September 30, 2021, December 31, 2020 and September 30, 2020, approximately 99% 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: 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 For the three months ended September 30, 2021 % of Net Sales During the three months ended September 30, 2021 Net sales of raw materials to customers $ 788 0.21% $ 694,707 13% $ 10,696 0.32% $ 40,761 0.58% $ 105,960.42 1% Net sales of products to private label clients $ 8,349 2% $ 1,443,687 27% $ 758,140 23% $ 1,326,016 19% $ 663,967.61 8% Net sales of products to wholesalers $ 170,414 46% $ 1,096,199 21% $ 612,041 18% $ 1,017,732 15% $ 1,255,946.51 14% Net sales of products to distributors $ 184,274 50% $ 1,982,810 37% $ 1,728,794 52% $ 4,236,712 61% $ 6,273,835.57 71% Net sales of products to end users $ 6,599 2% $ 126,917 2% $ 243,598 7% $ 369,320 5% $ 521,241.89 6% Net Sales $ 370,424 100% $ 5,344,320 100% $ 3,353,270 100% $ 6,990,541 100% $ 8,820,952 100% 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. Deferred revenue of $675,739, $1,096,120 and $82,979 was recognized at September 30, 2021, December 31, 2020, and September 30, 2020, respectively. |
NOTE 1 - BASIS OF PRESENTATI_16
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Cost of Goods and Service (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Cost of Goods and Service | Cost of Goods Sold |
NOTE 1 - BASIS OF PRESENTATI_17
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Operating Expenses (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Operating Expenses | Operating Expenses |
NOTE 1 - BASIS OF PRESENTATI_18
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Income Taxes | Income Taxes for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized. The Company is currently evaluating its deferred tax allowance. Once the Company has achieved six consecutive profitable quarters, management plans to evaluate if a tax provision is necessary. |
NOTE 1 - BASIS OF PRESENTATI_19
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Income/(Loss) $ 2,236,178 $ 95,823 Net Income/(Loss) $ 4,450,690 $ (2,084,119) Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 13,015,717 6,460,236 Basic 10,525,461 5,747,569 Diluted 16,257,915 6,460,236 Diluted 13,767,659 5,747,569 Basic Net Income (Loss) per Common Share $ 0.17 $ 0.01 Basic Net Income (Loss) per Common Share $ 0.42 $ (0.36) Diluted Net Income (Loss) per Common Share $ 0.14 $ 0.01 Diluted Net Income (Loss) per Common Share $ 0.32 $ (0.36) As of September 30, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,086,698 shares of common stock at $2.00 per share, (b) warrants to purchase 205,500 shares of common stock at $1 per share, (d) rights to purchase warrants to purchase 1,375,000 shares of common stock at between $0.01 and $1.85 per share, and (e) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. Regarding the aforementioned rights to purchase warrants to purchase 1,375,000 shares of common stock at between $0.01 and $1.85 per share: of these, rights to purchase warrants to purchase 1.25 million shares of our common stock are not vested and are not exercisable until a performance contingency is met. Regarding the aforementioned warrants to purchase 2,295,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 1,650,000 shares of our common stock are vested, while the remaining warrants to purchase 645,000 shares of our common stock are not vested and are subject to certain conditions and requirements. In comparison, at September 30, 2020, there were outstanding options and warrants to purchase 1,586,619 shares of common stock exercisable at between $0.001 and $5.00 per share, (b) rights to purchase $1.00 warrants to purchase 2,625,000 shares of common stock exercisable at between $0.01 and $1.85 per share, (c) financing warrants to purchase 31,250 shares of common stock exercisable at $0.03 per share, (d) warrants to purchase 475,000 shares of common stock at $5.00 per share, and (e) warrants to purchase 1,820,000 shares of common stock at $5.00 per share. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock, except for an option to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.001 that was exercised by a director of the Company on October 27, 2020. However, all of them may be exercised at any time in the sole discretion of the holder except for certain rights to purchase warrants to purchase 1.25 million shares of our common stock, which are not exercisable until a performance contingency is met, and except for 745,000 of the 1,820,000 warrants exercisable at $5.00 per share which are not yet vested and subject to certain performance contingencies. Also outstanding at September 30, 2020 was Series A Preferred Stock |
NOTE 1 - BASIS OF PRESENTATI_20
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements adoption is permitted. The Company believes the adoption will modify the way the Company analyzes financial instruments. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. 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. |
NOTE 1 - BASIS OF PRESENTATI_21
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Advertising and Marketing Expenses (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Advertising and Marketing Expenses | Advertising and Marketing Expenses |
NOTE 1 - BASIS OF PRESENTATI_22
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Compensated Absences (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Compensated Absences | Compensated Absences |
NOTE 1 - BASIS OF PRESENTATI_23
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Off Balance Sheet Arrangements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements |
NOTE 1 - BASIS OF PRESENTATI_24
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Reclassifications | Reclassifications |
NOTE 1 - BASIS OF PRESENTATI_25
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Business Combinations and Consolidated Results of Operations and Outlook (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Policies | |
Business Combinations and Consolidated Results of Operations and Outlook | Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) – December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) (2) 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, LFTD Partners Inc. had no sources of revenue, so the acquisition of Lifted was significant for LFTD Partners Inc. |
NOTE 1 - BASIS OF PRESENTATI_26
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Inventory: Schedule of inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of inventory | September 30, 2021 December 31, 2020 Raw Goods $ 1,530,436 $ 500,657 Finished Goods $ 566,970 $ 140,538 Total Inventory $ 2,097,406 $ 641,195 |
NOTE 1 - BASIS OF PRESENTATI_27
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Revenue: Schedule of disaggregation of historical revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
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 For the three months ended September 30, 2021 % of Net Sales During the three months ended September 30, 2021 Net sales of raw materials to customers $ 788 0.21% $ 694,707 13% $ 10,696 0.32% $ 40,761 0.58% $ 105,960.42 1% Net sales of products to private label clients $ 8,349 2% $ 1,443,687 27% $ 758,140 23% $ 1,326,016 19% $ 663,967.61 8% Net sales of products to wholesalers $ 170,414 46% $ 1,096,199 21% $ 612,041 18% $ 1,017,732 15% $ 1,255,946.51 14% Net sales of products to distributors $ 184,274 50% $ 1,982,810 37% $ 1,728,794 52% $ 4,236,712 61% $ 6,273,835.57 71% Net sales of products to end users $ 6,599 2% $ 126,917 2% $ 243,598 7% $ 369,320 5% $ 521,241.89 6% Net Sales $ 370,424 100% $ 5,344,320 100% $ 3,353,270 100% $ 6,990,541 100% $ 8,820,952 100% |
NOTE 1 - BASIS OF PRESENTATI_28
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Income/(Loss) $ 2,236,178 $ 95,823 Net Income/(Loss) $ 4,450,690 $ (2,084,119) Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 13,015,717 6,460,236 Basic 10,525,461 5,747,569 Diluted 16,257,915 6,460,236 Diluted 13,767,659 5,747,569 Basic Net Income (Loss) per Common Share $ 0.17 $ 0.01 Basic Net Income (Loss) per Common Share $ 0.42 $ (0.36) Diluted Net Income (Loss) per Common Share $ 0.14 $ 0.01 Diluted Net Income (Loss) per Common Share $ 0.32 $ (0.36) |
NOTE 1 - BASIS OF PRESENTATI_29
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Business Combinations and Consolidated Results of Operations and Outlook: Schedule of Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of Business Combination | 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 |
NOTE 2 - SELECTED QUARTERLY F_2
NOTE 2 - SELECTED QUARTERLY FINANCIAL INFORMATION: Quarterly Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Quarterly Financial Information | LFTD PARTNERS INC. (FORMERLY KNOWN AS ACQUIRED SALES CORP.) AND SUBSIDIARY LIFTED LIQUIDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended September, 30 June 30, March 31, December 31, September 30, 2021 2020 2021 2020 2021 2020 2020 2019 2020 2019 Net Sales $ 8,820,952 $ 1,509,437 $ 6,695,144 $ 1,267,942 $ 3,353,270 $ 370,424 $ 2,196,518 $ - $ 1,509,437 $ - Cost of Goods Sold 4,720,057 878,327 3,035,630 1,018,047 1,707,523 198,109 1,312,946 - 878,327 - Gross Profit 4,100,895 631,110 3,659,515 249,895 1,645,747 172,315 883,572 - 631,110 - Stock Compensation Expense - - - - - 1,393,648 - 2,007 0 37,961 Selling, General and Administrative Expenses 139,286 40,568 95,474 35,786 56,464 23,743 43,081 13,325 40,568 12,825 Bank Charges and Merchant Fees 104,485 14,702 118,055 - 66,570 - 27,824 30 14,702 90 Accrual for Company-Wide Management Bonus Pool 400,000 - 816,388 - 342,947 - - - - - Management Bonuses Owed Under Compensation Agreement - - - - - 350,000 - - - - Bad Debt 61,449 94,251 19,196 24,904 977 728 2,915 - 94,251 - Payroll, Consulting and Independent Contractor Expenses 803,796 275,149 791,000 239,749 307,524 83,217 211,851 30,000 275,149 45,000 Professional Fees 139,526 50,235 133,892 176,890 93,033 66,554 80,810 114,431 50,235 52,142 Advertising and Marketing 86,438 26,670 98,133 53,922 52,027 10,286 22,384 960 26,670 3,782 Depreciation and Amortization 16,344 5,092 26,215 4,171 41,783 1,877 5,245 - 5,092 - Rent Expense 4,600 6,747 (8,413) 6,878 5,430 960 8,388 - 6,747 - Warehouse & Lab Expenses (too small to capitalize) 26,934 3,974 12,712 56,625 18,500 - 5,433 - 3,974 - Income/(Loss) From Operations 2,318,037 113,722 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) (44,858) - (43,330) - (7,211) - (4,429) - - - Income from SmplyLifted for WCJ Labor 313 - 769 - 1,072 - - - - - Settlement Income/Gain on Settlement - - - - - - 12,500 - - - Settlement Costs - - - (97,000) - - - - - - Interest Expense (35,368) (19,281) (35,398) (19,019) (36,347) (7,605) (19,281) - (19,281) - Dividend Income - - - - - - 2,495 - - - Warehouse Buildout Credits - 600 600 400 600 - 600 - 600 - Penalties (2,162) - - - (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 217 782 253 907 202 5,676 733 12,369 782 5,334 Total Other Income/(Expenses) (81,859) (17,899) 39,292 (70,283) (42,134) (1,929) 73,890 12,369 (17,899) 5,334 Income/(Loss) Before Provision for Income Taxes 2,236,178 95,823 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 LFTD Partners Inc. common stockholders 2,236,178 $ 95,823 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 LFTD Partners Inc. common shareholders: Basic $ 0.17 $ 0.01 $ 0.14 $ (0.06) $ 0.08 $ (0.41) $ 0.06 $ (0.11) $ 0.01 $ (0.06) Diluted $ 0.14 $ 0.01 $ 0.11 $ (0.06) $ 0.04 $ (0.41) $ 0.02 $ (0.11) $ 0.01 $ (0.06) Weighted average number of common shares outstanding Basic 13,015,717 6,460,236 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 16,257,915 6,460,236 14,381,105 6,462,070 16,084,794 4,312,568 16,040,170 2,726,669 6,460,236 2,597,302 |
NOTE 6 - PROPERTY AND EQUIPME_2
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Schedule of Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of Property and Equipment | Asset Class September 30, 2021 December 31, 2020 Machinery & Equipment $ 198,539 $ 103,084 Leasehold Improvements - Zion $ 20,089 $ 42,381 Leasehold Improvements - Kenosha $ 137,385 $ - Trade Show Booths $ 23,488 $ - Vehicles $ 22,309 $ - Computer Equipment $ 7,312 $ - Furniture & Fixtures - Kenosha $ 22,963 $ 4,288 Sub-total: $ 432,085 $ 149,753 Less: accumulated depreciation $ (75,285) $ (14,361) $ 356,800 $ 135,392 |
NOTE 6 - PROPERTY AND EQUIPME_3
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Schedule of Estimated useful lives (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of Estimated useful lives | Asset Class Estimated Useful Life Machinery & Equipment 60 months Leasehold Improvements 60 months Trade Show Booth 36 months Vehicles 60 months Computer Equipment 60 months Furniture & Fixtures 60 months |
NOTE 8 - INTANGIBLE ASSETS, N_2
NOTE 8 - INTANGIBLE ASSETS, NET: Schedule of assets and liabilities assumed (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
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 LFTD Partners Inc.: $ 23,206,401 Net Assets Acquired (Excluding Goodwill): $ 913,634 |
NOTE 11 - SHAREHOLDERS' EQUITY_
NOTE 11 - SHAREHOLDERS' EQUITY: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
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 Warrants Exercised During Q3 2021 1,281,250 Options Exercised During Q3 2021 65,000 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2021 2,967,198 $ 3.48 3.83 $ 5,099,647 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2021 4,962,198 $ 3.30 3.62 $ 7,787,147 |
NOTE 12 - CONTINGENT CONTRACT_2
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule of Operating Lease Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Operating Lease Assets and Liabilities | Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $43,356 in 2021 and $35,650 in 2020 Non-Current Assets $ - Liability Balance Sheet Line September 30, 2021 Current Operating Lease Liability Current Liabilities $ - Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line September 30, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $37,010 in 2021 and $0 in 2020 Non-Current Assets $ 1,443,397 Liability Balance Sheet Line September 30, 2021 Current Finance Lease Liability and Non-Current Current Liabilities $ 21,904 Finance Lease Liability Non-Current Liabilities $ 1,446,525 |
Monthly Rent | |
Schedule of Operating Lease Assets and Liabilities | Date Base Monthly Rent 10/01/2021 – 09/30/2022 $2,395.84 10/01/2022 – 09/30/2023 $2,467.72 10/01/2023 – 09/30/2024 $2,541.75 |
NOTE 12 - CONTINGENT CONTRACT_3
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule of lease cost (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule of lease cost | Three Months September 30, 2021 Nine Months September 30, 2021 Year Ended December 31, 2020 Lease Cost: Amortization of Right-of-Use Assets $ 12,337 $ 37,010 $ - Interest on lease liabilities 13,188 39,673 - Operating Lease Expense - 8,000 19,200 Total $ 25,525 $ 84,683 $ 19,200 |
NOTE 12 - CONTINGENT CONTRACT_4
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule Of Future Maturities Of Finance And Operating Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Tables/Schedules | |
Schedule Of Future Maturities Of Finance And Operating Lease Liabilities | Maturities Analysis as of September 30, 2021: Finance Operating 2021 $ 21,618 $ - 2022 70,267 - 2023 71,672 - 2024 73,106 - 2035 74,568 - Thereafter 1,375,000 - Total $ 1,686,231 $ - Less: Present value discount (217,802) - Lease Liability $ 1,468,429 $ - |
NOTE 1 - BASIS OF PRESENTATI_30
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation - (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Apr. 30, 2019 | |
Equity Method Investment, Ownership Percentage | 50.00% | |||
Cash | $ 1,080,000 | |||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 250,000 | |||
Bonus | 400,000 | |||
Notes Payable - Payable to Nicholas S. Warrender | $ 3,750,000 | $ 3,750,000 | $ 3,750,000 | |
SmplyLiftedLLC | ||||
Equity Method Investment, Ownership Percentage | 50.00% | |||
MKRC | ||||
Equity Method Investment, Ownership Percentage | 100.00% | |||
RJMC Brands, LLC | ||||
Equity Method Investment, Ownership Percentage | 51.00% | |||
AAA Brands, LLC | ||||
Equity Method Investment, Ownership Percentage | 6.00% | |||
Remediez | ||||
Equity Method Investment, Ownership Percentage | 33.00% | |||
Lifted Liquids, Inc | ||||
Equity Method Investment, Ownership Percentage | 100.00% | |||
Ablis Holding | ||||
Equity Method Investment, Ownership Percentage | 4.90% | |||
Premier Greens | ||||
Equity Method Investment, Ownership Percentage | 100.00% | |||
Savage | ||||
Equity Method Investment, Ownership Percentage | 100.00% | |||
Warrender Enterprise Inc | ||||
Business Acquisition, Description of Acquired Entity | 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), now in Kenosha, Wisconsin (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 $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger (the "Warrants"). | |||
Bendistillery Inc | ||||
Equity Method Investment, Ownership Percentage | 4.99% | |||
Ablis | ||||
Equity Method Investment, Ownership Percentage | 4.99% | |||
Bendistillery | ||||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% |
NOTE 1 - BASIS OF PRESENTATI_31
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Details | |||
Accounts Receivable, Allowance for Credit Loss | $ 60,900 | $ 5,743 | $ 5,743 |
NOTE 1 - BASIS OF PRESENTATI_32
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Inventory: Schedule of inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Details | ||
Raw Goods | $ 1,530,436 | $ 500,657 |
Finished Goods | 566,970 | 140,538 |
Inventory | $ 2,097,406 | $ 641,195 |
NOTE 1 - BASIS OF PRESENTATI_33
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | |
Details | |||||||
Increase (Decrease) in Finished Goods and Work in Process Inventories | $ 36,457 | $ 24,979 | $ 16,472 | $ 10,394 | $ 14,560 | $ 8,313 | |
Cost of Goods and Services Sold | $ 3,910 |
NOTE 1 - BASIS OF PRESENTATI_34
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Fixed Assets (Details) | Sep. 30, 2021USD ($) |
Details | |
Fixed Assets Capitalized | $ 2,500 |
NOTE 1 - BASIS OF PRESENTATI_35
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Investments (Details) - USD ($) | Apr. 30, 2019 | Sep. 30, 2021 |
Inventory, Real Estate, Other | $ 200,000 | |
Bendistillery Inc | ||
Aggregate Purchase Price | $ 1,896,200 |
NOTE 1 - BASIS OF PRESENTATI_36
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Revenue: Schedule of disaggregation of historical revenue (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | ||||||||
Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | |
Net Sales | $ 8,820,952 | $ 6,695,144 | $ 3,353,270 | $ 2,196,518 | $ 1,509,437 | $ 1,267,942 | $ 370,424 | $ 0 | $ 0 | ||
Customers | |||||||||||
Net Sales | $ 788 | 105,960.42 | $ 40,761 | $ 10,696 | $ 694,707 | ||||||
Net Sales, percentage | 0.21% | 0.58% | 0.32% | 13.00% | 1.00% | 0.21% | 13.00% | ||||
Private Label Clients | |||||||||||
Net Sales | $ 8,349 | 663,967.61 | $ 1,326,016 | $ 758,140 | $ 1,443,687 | ||||||
Net Sales, percentage | 2.00% | 19.00% | 23.00% | 27.00% | 8.00% | 2.00% | 27.00% | ||||
Wholesalers | |||||||||||
Net Sales | $ 170,414 | 1,255,946.51 | $ 1,017,732 | $ 612,041 | $ 1,096,199 | ||||||
Net Sales, percentage | 46.00% | 15.00% | 18.00% | 21.00% | 14.00% | 46.00% | 21.00% | ||||
Distributors | |||||||||||
Net Sales | $ 184,274 | 6,273,835.57 | $ 4,236,712 | $ 1,728,794 | $ 1,982,810 | ||||||
Net Sales, percentage | 50.00% | 61.00% | 52.00% | 37.00% | 71.00% | 50.00% | 37.00% | ||||
Products To End Users | |||||||||||
Net Sales | $ 6,599 | $ 521,241.89 | $ 369,320 | $ 243,598 | $ 126,917 | ||||||
Net Sales, percentage | 2.00% | 5.00% | 7.00% | 2.00% | 6.00% | 2.00% | 2.00% |
NOTE 1 - BASIS OF PRESENTATI_37
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Revenue (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Details | |||
Deferred Revenue | $ 675,739 | $ 1,096,120 | $ 82,979 |
NOTE 1 - BASIS OF PRESENTATI_38
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Cost of Goods and Service (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Details | ||
Cost of Goods and Services Sold | $ 3,910 | |
Spoiled and Written Off Inventory | $ 234,351 | $ 62,186 |
NOTE 1 - BASIS OF PRESENTATI_39
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Details | |||||||||||
Net Income/(Loss) | $ 2,236,178 | $ 1,596,154 | $ 618,359 | $ 549,531 | $ 95,823 | $ (419,313) | $ (1,760,627) | $ (148,384) | $ (146,466) | $ 4,450,690 | $ (2,084,119) |
Weighted average number of common shares outstanding | |||||||||||
Basic | 13,015,717 | 11,042,657 | 7,456,925 | 6,463,301 | 6,460,236 | 6,462,070 | 4,312,568 | 2,726,669 | 2,597,302 | 10,525,461 | 5,747,569 |
Diluted | 16,257,915 | 14,381,105 | 16,084,794 | 16,040,170 | 6,460,236 | 6,462,070 | 4,312,568 | 2,726,669 | 2,597,302 | 13,767,659 | 5,747,569 |
Earnings Per Share, Basic | $ 0.17 | $ 0.14 | $ 0.08 | $ 0.06 | $ 0.01 | $ (0.06) | $ (0.41) | $ (0.11) | $ (0.06) | $ 0.42 | $ (0.36) |
Diluted Net Income (Loss) per Common Share | $ 0.14 | $ 0.11 | $ 0.04 | $ 0.02 | $ 0.01 | $ (0.06) | $ (0.41) | $ (0.11) | $ (0.06) | $ 0.32 | $ (0.36) |
NOTE 1 - BASIS OF PRESENTATI_40
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | 6,615,000 | |
Stock Issued During Period, Shares, New Issues | 100,000 | ||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||
Equity Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,586,619 | 1,086,698 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 475,000 | 205,500 | 1,375,000 |
Warrant3 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,820,000 | 1,375,000 | 1.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 745,000 | 745,000 | |
Warrant4 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,295,000 | ||
Warrants Vested | 1,650,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,820,000 | 645,000 | 1,820,000 |
NOTE 1 - BASIS OF PRESENTATI_41
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Advertising and Marketing Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Details | |||||||||||
Advertising and Marketing | $ 86,438 | $ 98,133 | $ 52,027 | $ 22,384 | $ 26,670 | $ 53,922 | $ 10,286 | $ 960 | $ 3,782 | $ 236,598 | $ 92,718 |
NOTE 1 - BASIS OF PRESENTATI_42
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Business Combinations and Consolidated Results of Operations and Outlook: Schedule of Business Combination (Details) - USD ($) | 10 Months Ended | 14 Months Ended | ||
Dec. 31, 2020 | [1] | Feb. 24, 2020 | [2] | |
Details | ||||
Net Sales | $ 5,344,320 | $ 4,450,339 | ||
Net Earnings | $ 461,913 | $ 549,999 | ||
[1] | February 24, 2020 (acquisition date) to December 31, 2020 | |||
[2] | January 1, 2019 through February 24, 2020 (acquisition date) |
NOTE 2 - SELECTED QUARTERLY F_3
NOTE 2 - SELECTED QUARTERLY FINANCIAL INFORMATION: Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Details | |||||||||||
Net Sales | $ 8,820,952 | $ 6,695,144 | $ 3,353,270 | $ 2,196,518 | $ 1,509,437 | $ 1,267,942 | $ 370,424 | $ 0 | $ 0 | ||
Cost of Goods Sold | 4,720,057 | 3,035,630 | 1,707,523 | 1,312,946 | 878,327 | 1,018,047 | 198,109 | 0 | 0 | $ 9,463,210 | $ 2,094,484 |
Gross Profit | 4,100,895 | 3,659,515 | 1,645,747 | 883,572 | 631,110 | 249,895 | 172,315 | 0 | 0 | 9,406,156 | 1,053,318 |
Stock Compensation Expense | 0 | 0 | 0 | 0 | 0 | 0 | 1,393,648 | 2,007 | 37,961 | 0 | 1,393,648 |
Selling, General and Administrative Expenses | 139,286 | 95,474 | 56,464 | 43,081 | 40,568 | 35,786 | 23,743 | 13,325 | 12,825 | 291,224 | 90,015 |
Bank Charges and Merchant Fees | 104,485 | 118,055 | 66,570 | 27,824 | 14,702 | 0 | 0 | 30 | 90 | 289,111 | 20,980 |
Accrual for Company-Wide Management Bonus Pool | 400,000 | 816,388 | 342,947 | 0 | 0 | 0 | 0 | 0 | 0 | 1,559,335 | 0 |
Management Bonuses Owed Under Compensation Agreement | 0 | 0 | 0 | 0 | 0 | 0 | 350,000 | 0 | 0 | 0 | 350,000 |
Bad Debt | 61,449 | 19,196 | 977 | 2,915 | 94,251 | 24,904 | 728 | 0 | 0 | 81,621 | 121,887 |
Payroll, Consulting and Independent Contractor Expenses | 803,796 | 791,000 | 307,524 | 211,851 | 275,149 | 239,749 | 83,217 | 30,000 | 45,000 | 1,902,320 | 598,115 |
Professional Fees | 139,526 | 133,892 | 93,033 | 80,810 | 50,235 | 176,890 | 66,554 | 114,431 | 52,142 | 366,452 | 293,679 |
Advertising and Marketing | 86,438 | 98,133 | 52,027 | 22,384 | 26,670 | 53,922 | 10,286 | 960 | 3,782 | 236,598 | 92,718 |
Depreciation and Amortization | 16,344 | 26,215 | 41,783 | 5,245 | 5,092 | 4,171 | 1,877 | 0 | 0 | 84,342 | 11,140 |
Rent Expense | 4,600 | (8,413) | 5,430 | 8,388 | 6,747 | 6,878 | 960 | 0 | 0 | 1,617 | 14,585 |
Warehouse & Lab Expenses (too small to capitalize) | 26,934 | 12,712 | 18,500 | 5,433 | 3,974 | 56,625 | 0 | 0 | 0 | 58,147 | 60,559 |
Income/(Loss) From Operations | 2,318,037 | 1,556,863 | 660,493 | 475,641 | 113,722 | (349,030) | (1,758,698) | (160,753) | (151,800) | 4,535,392 | (1,994,008) |
Other Income/(Expenses) | |||||||||||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (44,858) | (43,330) | (7,211) | (4,429) | 0 | 0 | 0 | 0 | 0 | (95,399) | 0 |
Income from SmplyLifted for WCJ Labor | 313 | 769 | 1,072 | 0 | 0 | 0 | 0 | 0 | 0 | 2,154 | 0 |
Settlement Income/Gain on Settlement | 0 | 0 | 0 | 12,500 | 0 | 0 | 0 | 0 | 0 | ||
Settlement Costs | 0 | 0 | 0 | 0 | 0 | (97,000) | 0 | 0 | 0 | 0 | (97,000) |
Interest Expense | (35,368) | (35,398) | (36,347) | (19,281) | (19,281) | (19,019) | (7,605) | 0 | 0 | (107,113) | (45,905) |
Dividend Income | 0 | 0 | 0 | 2,495 | 0 | 0 | 0 | 0 | 0 | ||
Warehouse Buildout Credits | 0 | 600 | 600 | 600 | 600 | 400 | 0 | 0 | 0 | 1,200 | 1,000 |
Penalties | (2,162) | 0 | (450) | 0 | 0 | 0 | 0 | 0 | 0 | (2,612) | 0 |
Gain on Forgiveness of Debt | 0 | 151,147 | 0 | 81,272 | 0 | 10,000 | 0 | 0 | 0 | 151,147 | 0 |
Refund of Merchant Account Fees | 0 | 0 | 0 | 0 | 0 | 34,429 | 0 | 0 | 0 | 0 | 34,429 |
Gain(Loss) on Disposal of Fixed Assets | 0 | (4,750) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Loss on Deposit | 0 | (30,000) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (30,000) | 0 |
Interest Income | 217 | 253 | 202 | 733 | 782 | 907 | 5,676 | 12,369 | 5,334 | 671 | 7,365 |
Total Other Income/(Expenses) | (81,859) | 39,292 | (42,134) | 73,890 | (17,899) | (70,283) | (1,929) | 12,369 | 5,334 | (84,702) | (90,111) |
Income/(Loss) Before Provision for Income Taxes | 2,236,178 | 1,596,154 | 618,359 | 549,531 | 95,823 | (419,313) | (1,760,627) | (148,384) | (146,466) | 4,450,690 | (2,084,119) |
Provision for Income Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net Income/(Loss) | $ 2,236,178 | $ 1,596,154 | $ 618,359 | $ 549,531 | $ 95,823 | $ (419,313) | $ (1,760,627) | $ (148,384) | $ (146,466) | $ 4,450,690 | $ (2,084,119) |
Earnings/(Loss) Per Common Share Attributable to LFTD Partners Inc. common shareholders: | |||||||||||
Earnings Per Share, Basic | $ 0.17 | $ 0.14 | $ 0.08 | $ 0.06 | $ 0.01 | $ (0.06) | $ (0.41) | $ (0.11) | $ (0.06) | $ 0.42 | $ (0.36) |
Diluted Net Income (Loss) per Common Share | $ 0.14 | $ 0.11 | $ 0.04 | $ 0.02 | $ 0.01 | $ (0.06) | $ (0.41) | $ (0.11) | $ (0.06) | $ 0.32 | $ (0.36) |
Weighted average number of common shares outstanding | |||||||||||
Basic | 13,015,717 | 11,042,657 | 7,456,925 | 6,463,301 | 6,460,236 | 6,462,070 | 4,312,568 | 2,726,669 | 2,597,302 | 10,525,461 | 5,747,569 |
Diluted | 16,257,915 | 14,381,105 | 16,084,794 | 16,040,170 | 6,460,236 | 6,462,070 | 4,312,568 | 2,726,669 | 2,597,302 | 13,767,659 | 5,747,569 |
NOTE 3 - RECEIPT OF LOANS UND_2
NOTE 3 - RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM (Details) - USD ($) | Nov. 14, 2020 | Apr. 21, 2020 | Apr. 20, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
EIDL | ||||||
Repayments of Debt | $ 10,000 | $ 10,000 | ||||
PPP Loan | ||||||
Debt Instrument, Face Amount | $ 149,622.50 | |||||
InterestRate | 1.00% | |||||
Accrued Liabilities, Current | $ 1,443 | $ 1,074 | ||||
Interest Payable | $ 82 |
NOTE 4 - RISKS AND UNCERTAINT_2
NOTE 4 - RISKS AND UNCERTAINTIES (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accumulated Deficit | $ (12,758,035) | $ (17,141,175) | $ (12,758,035) | $ (17,141,175) | ||
Preferred Stock, Dividend Rate, Percentage | 3.00% | |||||
Accrued Bonuses, Current | $ 641,562 | $ 641,562 | ||||
Eight Customers | ||||||
Concentration Risk, Percentage | 50.00% | |||||
Six Vendors | Supplies | ||||||
Concentration Risk, Percentage | 70.00% | |||||
Four Customers | Supplies | ||||||
Concentration Risk, Percentage | 50.00% | |||||
Five Customers | Supplies | ||||||
Concentration Risk, Percentage | 57.00% | |||||
Seven Vendors | Supplies | ||||||
Concentration Risk, Percentage | 75.00% | |||||
Five Vendors | Supplies | ||||||
Concentration Risk, Percentage | 61.00% | |||||
One Customer | ||||||
Concentration Risk, Percentage | 34.00% | |||||
Two Customers | ||||||
Concentration Risk, Percentage | 35.00% | |||||
Four Vendors | Supplies | ||||||
Concentration Risk, Percentage | 74.00% | |||||
Two Vendors | Supplies | ||||||
Concentration Risk, Percentage | 51.00% |
NOTE 5 - THE COMPANY'S INVEST_2
NOTE 5 - THE COMPANY'S INVESTMENTS (Details) - USD ($) | Sep. 30, 2021 | Sep. 22, 2020 | Apr. 30, 2019 |
Equity Method Investment, Ownership Percentage | 50.00% | ||
Inventory, Real Estate, Other | $ 200,000 | ||
Bendistillery | |||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% | |
PurchsePrice | $ 1,896,200 | ||
Smply Lifted LLC | |||
Equity Method Investment, Ownership Percentage | 50.00% |
NOTE 6 - PROPERTY AND EQUIPME_4
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 432,085 | $ 149,753 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (75,285) | (14,361) |
Property, Plant and Equipment, Net | 356,800 | 135,392 |
Machinery and Equipment | ||
Property, Plant and Equipment, Gross | 198,539 | 103,084 |
Leasehold Improvements Zion | ||
Property, Plant and Equipment, Gross | 20,089 | 42,381 |
Leasehold Improvements Kenosha | ||
Property, Plant and Equipment, Gross | 137,385 | 0 |
Trade Show Booth | ||
Property, Plant and Equipment, Gross | 23,488 | |
Vehicles | ||
Property, Plant and Equipment, Gross | 22,309 | |
Computer Equipment | ||
Property, Plant and Equipment, Gross | 7,312 | |
Furniture And Fixtures Kenosha | ||
Property, Plant and Equipment, Gross | $ 22,963 | $ 4,288 |
NOTE 6 - PROPERTY AND EQUIPME_5
NOTE 6 - PROPERTY AND EQUIPMENT, NET: Schedule of Estimated useful lives (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Machinery and Equipment | |
Property, Plant and Equipment, Useful Life | 60 years |
Leasehold Improvements | |
Property, Plant and Equipment, Useful Life | 60 years |
Trade Show Booth | |
Property, Plant and Equipment, Useful Life | 36 years |
Vehicles | |
Property, Plant and Equipment, Useful Life | 60 years |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 60 years |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 60 years |
NOTE 6 - PROPERTY AND EQUIPME_6
NOTE 6 - PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 19 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Details | ||||
Depreciation | $ 10,992 | $ 4,675 | $ 53,483 | $ 10,167 |
NOTE 7 - NOTES RECEIVABLE (Deta
NOTE 7 - NOTES RECEIVABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2019 | Sep. 01, 2015 | Jul. 14, 2014 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2015 | Aug. 08, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2015 |
Loan to SmplyLifted LLC | $ 387,500 | $ 387,500 | $ 293,750 | $ 387,500 | ||||||||||||||
Receivable with Imputed Interest, Net Amount | 436 | 436 | 436 | |||||||||||||||
Bad Debt | 61,449 | $ 19,196 | $ 977 | 2,915 | $ 94,251 | $ 24,904 | $ 728 | $ 0 | $ 0 | 81,621 | $ 121,887 | |||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | ||||||||||||||||||
Payments for Advance to Affiliate | $ 600,000 | |||||||||||||||||
Bad Debt | $ 737,850 | |||||||||||||||||
Debt Instrument, Face Amount | 1,500,000 | |||||||||||||||||
Payments to Acquire Notes Receivable | 602,500 | $ 135,350 | ||||||||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 737,850 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |||||||||||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Payment To Consultant | ||||||||||||||||||
Payments for Advance to Affiliate | 2,500 | |||||||||||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Unfunded Portion of Note | ||||||||||||||||||
Debt Instrument, Face Amount | $ 897,500 | |||||||||||||||||
William Noyes Webster Foundation Inc | Interest receivable | ||||||||||||||||||
Bad Debt | $ 97,427 | |||||||||||||||||
C B D Lion | ||||||||||||||||||
Receivable with Imputed Interest, Net Amount | $ 2,112 | |||||||||||||||||
Loans Payable | $ 300,000 | |||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | |||||||||||||||||
Payments for Loans | $ 200,000 | |||||||||||||||||
Interest Payable | 6,945 | $ 6,945 | $ 6,945 | |||||||||||||||
Reimbursement Of Professional Fees | $ 31,500 | |||||||||||||||||
Payments for Advance to Affiliate | $ 168,500 | |||||||||||||||||
Bad Debt | $ 2,006 |
NOTE 8 - INTANGIBLE ASSETS, N_3
NOTE 8 - INTANGIBLE ASSETS, NET (Details) - USD ($) | Feb. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Finite-Lived Intangible Asset, Useful Life | 32 years | ||||
Amortization | $ 417 | $ 1,251 | $ 973 | ||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | 50.00% | ||
Goodwill | $ 22,292,767 | $ 22,292,767 | $ 22,292,767 | $ 22,292,767 | |
Lifted Merger | |||||
Business Combination, Consideration Transferred | $ 3,750,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 3,900,455 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 645,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 362.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.55% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 25 days | ||||
Lifted Merger | Warrants | |||||
Stock Issued During Period, Shares, Acquisitions | 1,820,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||
Lifted Merger | Secured Promissory Note | |||||
Business Combination, Consideration Transferred | $ 3,750,000 | ||||
Nicholas S Warrender | Promissory Note | |||||
Debt Instrument, Face Amount | $ 3,750,000 |
NOTE 8 - INTANGIBLE ASSETS, N_4
NOTE 8 - INTANGIBLE ASSETS, NET: Schedule of assets and liabilities assumed (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 24, 2020 |
Assets acquired: | |||
Security and State Licensing Deposits | $ 10,763 | $ 1,600 | |
Goodwill | $ 22,292,767 | $ 22,292,767 | |
Merger | |||
Consideration: | |||
Cash and cash equivalents | $ 3,750,000 | ||
Note consideration | 3,750,000 | ||
3,900,455 shares of unregistered common stock of the Company valued as of January 7, 2020 (date of entering into the Agreement and Plan of Merger) | 10,726,251 | ||
Warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share | 4,980,150 | ||
Total merger consideration | 23,206,401 | ||
Assets acquired: | |||
Cash and cash equivalents | 619,390 | ||
Accounts Receivable | 341,387 | ||
Inventory | 267,474 | ||
Loan to Shareholder | 9,000 | ||
Fixed Assets | 80,003 | ||
Intangible Assets | 4,444 | ||
Security and State Licensing Deposits | 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 LFTD Partners Inc.: | 23,206,401 | ||
Net Assets Acquired (Excluding Goodwill): | $ 913,634 |
NOTE 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Feb. 29, 2020 | Feb. 06, 2019 | Jan. 21, 2019 | Jan. 13, 2019 | Jan. 07, 2019 | Jul. 18, 2018 | Jul. 16, 2018 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Aug. 01, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Apr. 05, 2021 | Feb. 10, 2021 | Feb. 02, 2021 |
Payments for Commissions | $ 172 | ||||||||||||||||||
Shipping Costs | $ 75,838 | $ 11,937 | $ 150,266 | $ 21,070 | |||||||||||||||
Accrued Bonuses, Current | 641,562 | 641,562 | |||||||||||||||||
Interest Payable - Related Party | 130,240 | 130,240 | 64,110 | ||||||||||||||||
Management Bonuses Payable - Related Party | 291,562 | 291,562 | 350,000 | ||||||||||||||||
Notes Payable - Payable to Nicholas S. Warrender | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | ||||||||||||||
Accounts Payable and Interest Payable to Related Parties | 65,897 | 45,206 | |||||||||||||||||
Warrant | |||||||||||||||||||
Interest Payable - Related Party | $ 1,381 | ||||||||||||||||||
Financing Warrants | |||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 25,000 | ||||||||||||||||||
Long-term Debt, Gross | $ 30,791 | ||||||||||||||||||
Warrender Enterprise | |||||||||||||||||||
Business Combination, Consideration Transferred, Other | $ 3,750,000 | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,900,455 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,820,000 | ||||||||||||||||||
Warrender Enterprise | Unregistered Common Stock | |||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 645,000 | ||||||||||||||||||
Robert T. Warrender III | |||||||||||||||||||
Payments for Commissions | 26,196 | 43,678 | 3,777 | ||||||||||||||||
N95th Holdings | |||||||||||||||||||
Operating Leases, Rent Expense, Net | 17,219 | $ 17,222 | $ 17,222 | ||||||||||||||||
Smply Lifted | |||||||||||||||||||
Due to Related Parties, Current | 313 | 9,719 | 313 | $ 9,719 | $ 450 | $ 450 | |||||||||||||
Gerard M Jacobs | |||||||||||||||||||
Accrued Bonuses, Current | 250,000 | 250,000 | |||||||||||||||||
Interest Payable - Related Party | 7,043 | 7,043 | |||||||||||||||||
Management Bonuses Payable - Related Party | 250,000 | 250,000 | 250,000 | ||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 10,000 | 1,250 | 7,500 | ||||||||||||||||
Payments for Loans | $ 8,000 | $ 804 | $ 5,968 | ||||||||||||||||
Warrant Expenses | $ 13,999 | $ 1,825 | $ 10,949 | ||||||||||||||||
Repayment Of Interest Payable | $ 26,628 | ||||||||||||||||||
Gerard M Jacobs | Warrant | |||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 12,500 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,300 | $ 11,250 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.98% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 4 months 17 days | ||||||||||||||||||
William C Jacobs | |||||||||||||||||||
Accrued Bonuses, Current | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Interest Payable - Related Party | 2,992 | 2,992 | |||||||||||||||||
Management Bonuses Payable - Related Party | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Proceeds from Income Tax Refunds | 2,681 | ||||||||||||||||||
Nicholas S Warrender | |||||||||||||||||||
Interest Payable - Related Party | 64,110 | ||||||||||||||||||
Debt Instrument, Face Amount | 3,750,000 | ||||||||||||||||||
Corner Vapory | |||||||||||||||||||
Aggregate Purchase Price | 8,330 | 6,266 | 10,231 | 9,139 | 10,264 | ||||||||||||||
Accounts Receivable, after Allowance for Credit Loss | 0 | 1,003 | 0 | 1,003 | |||||||||||||||
Canna Vita | |||||||||||||||||||
Aggregate Purchase Price | 13,512 | 0 | 23,801 | 7,659 | 8,939 | ||||||||||||||
Accounts Receivable, after Allowance for Credit Loss | 9,070 | 7,659 | 9,070 | $ 7,659 | $ 1,839 | ||||||||||||||
Squeez Juice Bar | |||||||||||||||||||
Aggregate Purchase Price | $ 5,363 | $ 182 | |||||||||||||||||
Accounts Receivable, after Allowance for Credit Loss | 0 | 0 | |||||||||||||||||
PurchasePrice | $ 1,238 | $ 11,359 | |||||||||||||||||
Joshua A Bloom | |||||||||||||||||||
Repayment Of Interest Payable | $ 21,540 | ||||||||||||||||||
Joshua A Bloom | Warrant | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 3,250 | $ 21,874 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 465.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.94% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 4 months 13 days |
NOTE 10 - DISTRIBUTIONS TO NI_2
NOTE 10 - DISTRIBUTIONS TO NICHOLAS S. WARRENDER (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Details | |
Total Lifted Distributed | $ 193,767 |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY (Details) - USD ($) | Sep. 29, 2021 | Jan. 08, 2021 | Nov. 24, 2020 | Nov. 04, 2020 | Apr. 02, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | May 13, 2019 | Dec. 05, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||||||||||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | 6,615,000 | |||||||||||||||||
Stock Compensation Expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,393,648 | $ 2,007 | $ 37,961 | $ 0 | $ 1,393,648 | ||||||||
Series A Preferred Stock | |||||||||||||||||||
Preferred Stock, Voting Rights | 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 | 7,578 | 145,561 | $ 7,578 | $ 145,561 | |||||||||||||||
Dividends, Cash | 0 | 0 | $ 199,187 | 198,450 | |||||||||||||||
Series B Preferred Stock | |||||||||||||||||||
Preferred Stock, Voting Rights | 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 | 1,784 | $ 5,782 | $ 1,784 | 5,782 | |||||||||||||||
Dividends, Cash | $ 4,500 | $ 13,500 | 10,344 | $ 13,500 | |||||||||||||||
Settlement Agreement | |||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 166,888 | ||||||||||||||||||
Stock Issued During Period, Shares, Other | 690,796 | ||||||||||||||||||
Stock Issued During Period, Value, Other | $ 50,000 | ||||||||||||||||||
Number Of Common Stock Cancelled | 166,888 | ||||||||||||||||||
Private Placement | Series B Preferred Stock | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||||||||||||||||||
Nonaffiliate Stockholder | |||||||||||||||||||
Stock Repurchased During Period, Shares | 36,000 | 36,000 | |||||||||||||||||
Share Price | $ 0.95 | $ 0.95 | |||||||||||||||||
Payments for Repurchase of Equity | $ 34,200 | $ 34,200 | |||||||||||||||||
Accredited Investors | Series A Preferred Stock | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 66,150 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,615,000 | ||||||||||||||||||
Number Of Preffered Stock Converted Into Common Stock | 66,150 | ||||||||||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||||
William C Jacobs | |||||||||||||||||||
Stock Compensation Expense | 733,499 | ||||||||||||||||||
James S Jacobs | |||||||||||||||||||
Stock Compensation Expense | $ 660,149 | ||||||||||||||||||
Open Option Contracts Written, Expiration Date | Dec. 31, 2024 | Dec. 31, 2024 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 605,000 | 471,698 |
NOTE 11 - SHAREHOLDERS' EQUIT_2
NOTE 11 - SHAREHOLDERS' EQUITY: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares |
Details | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,517,869 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.37 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 8 months 8 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 23,198,015 | |||
Warrants Exercised During Period | 1,281,250 | 143,092 | ||
Exercisable Options Rights To Purchase Warrant And Financing Warrants Forfeited | 61,329 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ | $ 65,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,967,198 | 2,967,198 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.48 | $ 3.48 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 9 months 29 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 5,099,647 | $ 5,099,647 | ||
Outstanding Options Rights To Purchase Warrants To Purchase Common Stock And Financing Warrant | 4,962,198 | 4,962,198 | ||
Outstanding Options Rights To Purchase Warrants To Purchase Common Stock And Finance Warrants | 3.30 | 3.30 | ||
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Remaining Contractual Term3 | 3.62 | 3.62 | ||
Outstanding Options Rights To Purchase Warrants To Purchase Common Stock And Financing Warrant, Intrinsic Value | $ | $ 7,787,147 | $ 7,787,147 |
NOTE 12 - CONTINGENT CONTRACT_5
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($) | Apr. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2021 |
Operating Lease, Weighted Average Discount Rate, Percent | 3.60% | 3.60% | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | ||||||||||||||
Payroll, Consulting and Independent Contractor Expenses | $ 803,796 | $ 791,000 | $ 307,524 | $ 211,851 | $ 275,149 | $ 239,749 | $ 83,217 | $ 30,000 | $ 45,000 | $ 1,902,320 | $ 598,115 | |||||
Accrued Bonuses, Current | 641,562 | $ 641,562 | ||||||||||||||
Payments for Commissions | $ 172 | |||||||||||||||
Warrender Enterprise | ||||||||||||||||
Adjustments to Additional Paid in Capital, Other | $ 25,000,000 | |||||||||||||||
Ablis | ||||||||||||||||
Percntage Of Common Stock Purchase | 15.00% | |||||||||||||||
Additional Percntage Of Common Stock Purchase | 15.00% | |||||||||||||||
Additiona lWarrants To Purchase | 2,814 | |||||||||||||||
Maximum Warrants Issued | 42,210 | |||||||||||||||
Purchase Of Warrants | 14,042 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | |||||||||||||||
Value Of Warrants Purchsed | $ 40,708 | |||||||||||||||
Brokers | Warrant | ||||||||||||||||
Purchase Of Warrants | 402,900 | |||||||||||||||
Value Of Warrants Purchsed | $ 833,446 | |||||||||||||||
James S Jacobs | ||||||||||||||||
Purchase Of Warrants | 250,000 | |||||||||||||||
Payroll, Consulting and Independent Contractor Expenses | $ 7,500 | |||||||||||||||
William C Jacobs | ||||||||||||||||
Purchase Of Warrants | 225,000 | |||||||||||||||
Payroll, Consulting and Independent Contractor Expenses | $ 5,000 | |||||||||||||||
Accrued Bonuses, Current | 100,000 | $ 100,000 | $ 100,000 | 100,000 | ||||||||||||
Gerard M Jacobs | ||||||||||||||||
Accrued Bonuses, Current | 250,000 | 250,000 | ||||||||||||||
Vincent J Mesolella | ||||||||||||||||
Payments for Commissions | $ 26,196 | $ 43,678 | $ 172 |
NOTE 12 - CONTINGENT CONTRACT_6
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Details | |||||
Base Monthly Rent | $ 2,541.75 | $ 2,467.72 | $ 2,395.84 | ||
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 | |||
Operating Lease Liability | 0 | 7,670 | |||
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $37,010 in 2021 and $0 in 2020 | 1,443,397 | 0 | |||
Finance Lease Liability | 21,904 | 0 | |||
Finance Lease Liability | $ 1,446,525 | $ 0 |
NOTE 12 - CONTINGENT CONTRACT_7
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule of lease cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Lease Cost: | |||
Amortization of Right-of-Use Assets | $ 12,337 | $ 37,010 | $ 0 |
Interest on lease liabilities | 13,188 | 39,673 | 0 |
Operating Lease Expense | 0 | 8,000 | 19,200 |
Total | $ 25,525 | $ 84,683 | $ 19,200 |
NOTE 12 - CONTINGENT CONTRACT_8
NOTE 12 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS: Schedule Of Future Maturities Of Finance And Operating Lease Liabilities (Details) | Sep. 30, 2021USD ($) |
Details | |
Finance Lease, Liability, to be Paid, Year One | $ 21,618 |
Lessee, Operating Lease, Liability, to be Paid, Year One | 0 |
Finance Lease, Liability, to be Paid, Year Two | 70,267 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 0 |
Finance Lease, Liability, to be Paid, Year Three | 71,672 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 0 |
Finance Lease, Liability, to be Paid, Year Four | 73,106 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 0 |
Finance Lease, Liability, to be Paid, Year Five | 74,568 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 0 |
Finance Lease, Liability, to be Paid, after Year Five | 1,375,000 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 0 |
Finance Lease, Liability, Payment, Due | 1,686,231 |
Lessee, Operating Lease, Liability, to be Paid | 0 |
Finance Lease, Liability, Undiscounted Excess Amount | (217,802) |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 0 |
Finance Lease, Liability | 1,468,429 |
Operating Lease, Liability | $ 0 |
NOTE 13 - LEGAL PROCEEDINGS (De
NOTE 13 - LEGAL PROCEEDINGS (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Saul Roffe | |
Litigation Settlement, Expense | $ 30,000 |
Girish G P O | |
Litigation Settlement, Expense | 14,569 |
Martha Edgar V Lifted Liquids | |
Litigation Settlement, Expense | $ 5,000 |
NOTE 14 - COMPANY-WIDE MANAGE_2
NOTE 14 - COMPANY-WIDE MANAGEMENT BONUS POOL (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 |
Details | ||
Annual Bonus | $ 400,000 | |
Total Accrual For Annual Bonus | $ 1,559,335 |