Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2022 | Jan. 26, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-54231 | |
Entity Registrant Name | AMERICANN, INC | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 27-4336843 | |
Entity Address, Address Line One | 1555 Blake Street, Unit 502 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 862-9000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 24,391,961 | |
Entity Central Index Key | 0001508348 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Assets | ||
Cash and cash equivalents | $ 1,273,317 | $ 1,341,127 |
Restricted cash | 9,967 | 9,967 |
Tenant receivable | 242,550 | 251,462 |
Prepaid expenses and other current assets | 3,333 | 62,766 |
Note receivable | 31,581 | 43,185 |
Total current assets | 1,560,748 | 1,708,507 |
Operating lease - right-of-use asset | 6,760,857 | 6,778,085 |
Total assets | 15,200,746 | 15,437,530 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 129,842 | 193,170 |
Accounts payable - related party | 0 | 82,500 |
Interest payable (including $4,446 and $4,303 to related parties) | 46,488 | 53,964 |
Other payables | 6,420 | 8,612 |
Operating lease liability, short term | 11,507 | 11,283 |
Notes payable (net of unamortized discounts of $113,647 and $162,353) | 4,386,353 | 4,337,647 |
Total current liabilities | 4,580,610 | 4,837,176 |
Notes payable - related party | 581,646 | 581,646 |
Operating lease liability, long term | 4,213,633 | 4,216,596 |
Total liabilities | 9,375,889 | 9,635,418 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 shares issued and outstanding as of December 31, 2022 and September 30, 2022 | 2,439 | 2,439 |
Additional paid in capital | 25,558,362 | 25,558,362 |
Accumulated deficit | (19,735,944) | (19,758,689) |
Total stockholders' equity | 5,824,857 | 5,802,112 |
Total liabilities and stockholders' equity | 15,200,746 | 15,437,530 |
February 2018 Convertible Notes [Member] | ||
Current Liabilities: | ||
Notes payable (net of unamortized discounts of $113,647 and $162,353) | 0 | 150,000 |
Construction in Progress [Member] | ||
Assets | ||
Construction in progress | 379,661 | 338,977 |
Property Plant and Equipment Excluding Construction in Progress [Member] | ||
Assets | ||
Construction in progress | $ 6,499,480 | $ 6,611,961 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Interest Payable, Related Party, Current | $ 4,446 | $ 4,303 |
Note payable, discount, noncurrent | $ 113,647 | $ 162,353 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued (in shares) | 24,391,961 | 24,391,961 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 24,391,961 | 24,391,961 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Rental income | $ 734,766 | $ 243,681 |
Rental income - related party | 0 | 407,264 |
Cost of revenues | 13,615 | 11,450 |
Gross profit | 721,151 | 639,495 |
Operating expenses: | ||
Advertising and marketing | 1,418 | 12,967 |
Professional fees | 120,513 | 125,059 |
General and administrative expenses | 391,306 | 870,088 |
Total operating expenses | 513,237 | 1,008,114 |
Income (loss) from operations | 207,914 | (368,619) |
Other income (expense): | ||
Interest income | 1,663 | 3,561 |
Interest expense | (186,832) | (154,775) |
Interest expense - related party | 0 | (13,195) |
Total other income (expense) | (185,169) | (164,409) |
Net income (loss) | $ 22,745 | $ (533,028) |
Basic and diluted income (loss) per common share (in dollars per share) | $ 0 | $ (0.02) |
Weighted average common shares outstanding (in shares) | 24,391,961 | 24,219,703 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Preferred Stock [Member] | Total |
Balances (in shares) at Sep. 30, 2021 | 23,696,310 | ||||
Balances at Sep. 30, 2021 | $ 2,420 | $ 25,093,435 | $ (19,585,445) | $ 5,510,410 | |
Net income (loss) | $ 0 | 0 | (533,028) | $ 0 | $ (533,028) |
Stock issued for services (in shares) | 195,651 | 0 | 195,651 | ||
Stock issued for services | $ 19 | 89,981 | 0 | $ 0 | $ 90,000 |
Extension of warrants | $ 0 | 374,946 | 0 | $ 0 | 374,946 |
Balances (in shares) at Dec. 31, 2021 | 23,891,961 | 0 | |||
Balances at Dec. 31, 2021 | $ 2,439 | 25,558,362 | (20,118,473) | $ 0 | 5,442,328 |
Balances (in shares) at Sep. 30, 2022 | 24,391,961 | 0 | |||
Balances at Sep. 30, 2022 | $ 2,439 | 25,558,362 | (19,758,689) | $ 0 | 5,802,112 |
Net income (loss) | $ 0 | 0 | 22,745 | $ 0 | 22,745 |
Balances (in shares) at Dec. 31, 2022 | 24,391,961 | 0 | |||
Balances at Dec. 31, 2022 | $ 2,439 | $ 25,558,362 | $ (19,735,944) | $ 0 | $ 5,824,857 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 22,745 | $ (533,028) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 112,481 | 112,481 |
Amortization of right of use assets | 17,228 | 17,021 |
Stock based compensation and warrants revaluation expense | 0 | 374,946 |
Stock issued for services | 0 | 90,000 |
Amortization of debt discount | 48,706 | 25,976 |
Changes in operating assets and liabilities: | ||
Tenant receivable | 8,912 | 0 |
Tenant receivable - related party | 0 | 22,985 |
Prepaid expenses | 59,433 | 12,735 |
Accounts payable and accrued expenses | (63,328) | 25,433 |
Operating lease liability | (2,739) | (2,531) |
Accounts payable - related party | (82,500) | (30,000) |
Interest payable | (7,476) | 4,414 |
Interest payable - related party | 0 | 13,194 |
Other payables | (2,192) | (8,297) |
Net cash flows provided by operations | 111,270 | 125,329 |
Cash flows from investing activities: | ||
Additions to construction in progress | (40,684) | (90,492) |
Payments received on notes receivable | 11,604 | 9,706 |
Net cash flows (used in) investing activities | (29,080) | (80,786) |
Cash flows from financing activities: | ||
Principal payments on notes payable | (150,000) | 0 |
Net cash flows (used in) financing activities | (150,000) | 0 |
Net change in cash, cash equivalents, and restricted cash | (67,810) | 44,543 |
Cash, cash equivalents, and restricted cash at beginning of period | 1,351,094 | 706,369 |
Cash, cash equivalents, and restricted cash at end of period | 1,283,284 | 750,912 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for interest | $ 145,602 | $ 124,386 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION AmeriCann, Inc. ("the Company", “we”, “our” or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022. The Company designs, develops, leases and plans to operate state-of-the-art cannabis cultivation, processing and manufacturing facilities. The Company's activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations. Basis of Presentation The (a) consolidated balance sheet as of September 30, 2022, which has been derived from audited financial statements, and (b) the unaudited financial statements as of and for the three months ended December 31, 2022 and 2021, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 29, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10-K have been omitted. Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss. Significant Accounting Policies Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: December 31, 2022 September 30, 2022 Cash and cash equivalents $ 1,273,317 $ 1,341,127 Restricted cash 9,967 9,967 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,283,284 $ 1,351,094 Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts. Property and Equipment, net Property and equipment are stated at cost. Depreciation of property and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three twenty December 31, 2022 September 30, 2022 Buildings and improvements $ 7,608,087 $ 7,608,087 Computer equipment 349,576 349,576 Furniture and equipment 2,764 2,764 Total 7,960,427 7,960,427 Accumulated depreciation (1,460,947 ) (1,348,466 ) Property and equipment, net $ 6,499,480 $ 6,611,961 Depreciation expense for the three months ended December 31, 2022 and December 31, 2021 amounted to $112,481. Leases Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception. Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2. GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $19,735,944 and $19,758,689 at December 31, 2022 and September 30, 2022, respectively. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management may raise additional funds through the sale of its securities or borrowings from third parties. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 3 - Notes Receivable
Note 3 - Notes Receivable | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 3. NOTE RECEIVABLE Notes and other receivables as of December 31, 2022 and September 30, 2022, consisted of the following: December 31, 2022 September 30, 2022 Note receivable from BASK, interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023. 31,581 43,185 Total 31,581 43,185 |
Note 4 - Notes Payable
Note 4 - Notes Payable | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 4. NOTES PAYABLE Unrelated On February 25, 2021, the Company borrowed $300,000 from an unrelated party. The loan was unsecured, had an interest at a rate of 11% and was due and payable on August 2, 2021. This loan was fully paid in July 2021. On August 25, 2020, the Company borrowed $153,000 from an unrelated party. The loan was unsecured, had an interest rate of 10% per year and was due and payable on August 25, 2021. In February 2021, the Company paid off the loan principal balance of $153,000 and paid a prepayment fee of $ 47,941 On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bore interest at the rate of 11% per year, was due and payable on August 2, 2022 and was secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”). The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice to the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily trading volume of the Company’s common stock during the twenty trading days was at least 150,000 shares. The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expire on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note. The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount. On December 4, 2020, the loan was modified and increased by $500,000. The maturity date of the loan was extended to August 1, 2023. All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred. At December 31, 2022, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $113,647. All debt discounts are being amortized on a straight-line basis over the term of the modified note. Amortization expense related to the debt discounts was $48,706 and $25,976 for the three months ended December 31, 2022 and 2021, respectively. The modified note is secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”). February Convertible Note Offering On February 12, 2018, the Company sold convertible notes in the principal amount of $810,000 to a group of accredited investors. The notes were unsecured and bore interest at 8% per year. On October 12, 2020, this remaining note was extended to mature on December 31, 2021. On December 15, 2021, the remaining note of $150,000 was extended to mature on December 31, 2022. On October 5, 2022, the Company paid $159,140 to fully repay the $150,000 note including $9,140 of interest. At December 31, 2022 and September 30, 2022, the outstanding principal on this note was $0 and $150,000, respectively. Related Party SCP. Accrued interest on the note was $4,446 and $4,303 at December 31, 2022 and September 31, 2022, respectively. At December 31, 2022 and September 30, 2022, the outstanding principal on this note was $581,646. During the year ended September 30, 2022, the Company also incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2022, $82,500 remained unpaid. During the three months ended December 31, 2022, the Company incurred $45,000 of consulting expenses with SCP and paid $127,500. As of December 31, 2022, $0 remains outstanding. |
Note 5 - Tenant Receivable
Note 5 - Tenant Receivable | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 5. TENANT RECEIVABLE BASK (formerly Coastal Compassion, Inc). Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA. On August 15, 2018, the Company combined the construction and working capital advances of $129,634 and accrued interest of $44,517 into a new loan with payments over 5 years with 18% interest. At December 31, 2022 and September 30, 2022, the outstanding balance on the note receivable was $31,581 and $43,185, respectively. On July 26, 2019, the Company entered into a 15-Year Triple Net lease of Building 1 of the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $135,000 and a revenue participation fee equivalent to 15% of BASK's gross revenues. The BASK tenant receivable balance was $242,550 and $251,462 as of December 31, 2022 and September 30, 2022, respectively. Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021. |
Note 6 - Income (Loss) Per Shar
Note 6 - Income (Loss) Per Share | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 6. INCOME/LOSS PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share: Three months ended December 31, 2022 2021 Net income (loss) attributable to common stockholders $ 22,745 $ (533,028 ) Basic weighted average outstanding shares of common stock 24,391,961 24,219,703 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 24,391,961 24,219,703 Basic and diluted net income (loss) per share of common stock $ 0.00 $ (0.02 ) As of December 31, 2022 we excluded 1,700,000 of stock options, 2,211,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive. As of December 31, 2021 we excluded 1,700,000 of stock options, 7,666,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7. COMMITMENTS AND CONTINGENCIES Operating Leases Land On October 17, 2016, the Company closed the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the Massachusetts Medical Center (“MCC”). Plans for the property may include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program. As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty ( 50 4 10 The lease payments will be the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease payments will be adjusted up (but not down) every five ( 5 Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, the prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets. The Company completed the construction of Building I on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of Building I which includes an annual base rent of $138,762 plus 15% of BASK’s gross revenues from products produced at the MCC. This sublease income is recorded as Rental income on the Company’s consolidated statements of operations. As of December 31, 2022, the Company’s right-of-use assets were $6,760,857, the Company’s current maturities of operating lease liabilities were $11,507 and the Company’s noncurrent lease liabilities were $4,213,633. During the three months ended December 31, 2022, the Company had operating cash flows from operating leases of $98,354. The table below presents lease related terms and discount rates as of December 31, 2022. As of December 31, 2022 Weighted average remaining lease term Operating leases 43.75 Weighted average discount rate Operating leases 7.9 % The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2022 are as follows: 2023 256,123 2024 341,500 2025 341,500 2026 341,500 2027 341,500 Thereafter 13,318,505 Total lease payments 14,940,628 Less: Interest (10,715,488 ) $ 4,225,140 Less: operating lease liability, current portion (11,507 ) Operating lease liability, long term $ 4,213,633 Office space The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months. Lease expense for office space was $7,500 for the three months ended December 31, 2022 and 2021. Aggregate rental expense under all leases totaled $120,344 and $114,218 for the three months ended December 31, 2022 and 2021, respectively. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8. STOCKHOLDERS EQUITY Common Stock. Stock Options . Stock option details are as follows: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Exercisable at September 30, 2022 1,700,000 $ 1.94 3.5 $ - Outstanding as of December 31, 2022 1,700,000 $ 1.94 4.2 $ - Vested and expected to vest at December 31, 2022 1,700,000 $ 1.94 4.2 $ - Exercisable at December 31, 2022 1,700,000 $ 1.94 4.2 $ - Stock option-based compensation expense associated with stock options was $0 and $119,346 for the three months ended December 31, 2022 and 2021, respectively. Warrants. Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding as of September 30, 2022 4,026,650 1.21 0.80 $ - Expired (1,815,000 ) 1.50 Outstanding as of December 31, 2022 2,211,650 1.32 2.10 $ - Exercisable at December 31, 2022 2,211,650 1.32 2.10 $ - |
Note 9 - Income Taxes
Note 9 - Income Taxes | 3 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 9. INCOME TAXES We did not As of December 31, 2022, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash December 31, 2022 September 30, 2022 Cash and cash equivalents $ 1,273,317 $ 1,341,127 Restricted cash 9,967 9,967 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,283,284 $ 1,351,094 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, net three twenty December 31, 2022 September 30, 2022 Buildings and improvements $ 7,608,087 $ 7,608,087 Computer equipment 349,576 349,576 Furniture and equipment 2,764 2,764 Total 7,960,427 7,960,427 Accumulated depreciation (1,460,947 ) (1,348,466 ) Property and equipment, net $ 6,499,480 $ 6,611,961 |
Lessee, Leases [Policy Text Block] | Leases |
Note 1 - Nature of Business a_2
Note 1 - Nature of Business and Basis of Presentation (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Cash, Cash Equivalents, and Restricted Cash [Table Text Block] | December 31, 2022 September 30, 2022 Cash and cash equivalents $ 1,273,317 $ 1,341,127 Restricted cash 9,967 9,967 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,283,284 $ 1,351,094 |
Property, Plant and Equipment [Table Text Block] | December 31, 2022 September 30, 2022 Buildings and improvements $ 7,608,087 $ 7,608,087 Computer equipment 349,576 349,576 Furniture and equipment 2,764 2,764 Total 7,960,427 7,960,427 Accumulated depreciation (1,460,947 ) (1,348,466 ) Property and equipment, net $ 6,499,480 $ 6,611,961 |
Note 3 - Notes Receivable (Tabl
Note 3 - Notes Receivable (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, 2022 September 30, 2022 Note receivable from BASK, interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023. 31,581 43,185 Total 31,581 43,185 |
Note 6 - Income (Loss) Per Sh_2
Note 6 - Income (Loss) Per Share (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended December 31, 2022 2021 Net income (loss) attributable to common stockholders $ 22,745 $ (533,028 ) Basic weighted average outstanding shares of common stock 24,391,961 24,219,703 Dilutive effects of common share equivalents - - Dilutive weighted average outstanding shares of common stock 24,391,961 24,219,703 Basic and diluted net income (loss) per share of common stock $ 0.00 $ (0.02 ) |
Note 7 - Commitments and Cont_2
Note 7 - Commitments and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lease Related Terms and Discount Rates [Table Text Block] | As of December 31, 2022 Weighted average remaining lease term Operating leases 43.75 Weighted average discount rate Operating leases 7.9 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 256,123 2024 341,500 2025 341,500 2026 341,500 2027 341,500 Thereafter 13,318,505 Total lease payments 14,940,628 Less: Interest (10,715,488 ) $ 4,225,140 Less: operating lease liability, current portion (11,507 ) Operating lease liability, long term $ 4,213,633 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Exercisable at September 30, 2022 1,700,000 $ 1.94 3.5 $ - Outstanding as of December 31, 2022 1,700,000 $ 1.94 4.2 $ - Vested and expected to vest at December 31, 2022 1,700,000 $ 1.94 4.2 $ - Exercisable at December 31, 2022 1,700,000 $ 1.94 4.2 $ - |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (Years) Value Outstanding as of September 30, 2022 4,026,650 1.21 0.80 $ - Expired (1,815,000 ) 1.50 Outstanding as of December 31, 2022 2,211,650 1.32 2.10 $ - Exercisable at December 31, 2022 2,211,650 1.32 2.10 $ - |
Note 1 - Nature of Business a_3
Note 1 - Nature of Business and Basis of Presentation (Details Textual) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation, Total | $ 112,481 | $ 112,481 |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 20 years |
Note 1 - Nature of Business a_4
Note 1 - Nature of Business and Basis of Presentation - Restricted Cash (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Cash and cash equivalents | $ 1,273,317 | $ 1,341,127 |
Restricted cash | 9,967 | 9,967 |
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 1,283,284 | $ 1,351,094 |
Note 1 - Description of Busines
Note 1 - Description of Business and Significant Accounting Policies - Property, Plant and Equipment, Net (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Property, plant and equipment, gross | $ 7,960,427 | $ 7,960,427 |
Building and Building Improvements [Member] | ||
Property, plant and equipment, gross | 7,608,087 | 7,608,087 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 349,576 | 349,576 |
Furniture and Equipment 1[Member] | ||
Property, plant and equipment, gross | 2,764 | 2,764 |
Property Plant and Equipment Excluding Construction in Progress [Member] | ||
Accumulated depreciation | (1,460,947) | (1,348,466) |
Property and equipment, net | $ 6,499,480 | $ 6,611,961 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Retained Earnings (Accumulated Deficit), Total | $ 19,735,944 | $ 19,758,689 | $ 19,758,689 |
Note 3 - Notes Receivable - Sch
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 15, 2018 |
Note receivable | $ 31,581 | $ 43,185 | |
BASK [Member] | |||
Note receivable | $ 31,581 | $ 43,185 | $ 129,634 |
Note 3 - Notes Receivable - S_2
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Note Receivable, Interest Rate | 18% | 18% |
Note Receivable, Periodic Payment | $ 4,422 | $ 4,422 |
Note 4 - Notes Payable (Details
Note 4 - Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 25, 2021 | Dec. 04, 2020 | Aug. 25, 2020 | Aug. 02, 2019 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2019 | Feb. 12, 2018 | |
Amortization of Debt Discount (Premium) | $ 48,706 | $ 25,976 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.32 | $ 1.21 | |||||||||
Class of Warrant or Right, Outstanding | 2,211,650 | 4,026,650 | |||||||||
Notes Payable, Current, Total | $ 4,386,353 | $ 4,337,647 | |||||||||
Interest Payable, Related Party, Current | 4,446 | 4,303 | |||||||||
February 2018 Convertible Notes [Member] | |||||||||||
Notes Payable, Current, Total | 0 | 150,000 | |||||||||
Unrelated Party [Member] | Promissory Notes [Member] | |||||||||||
Average Closing Price per Share | $ 4 | ||||||||||
Average Daily Volume Of Shares Trades | 150,000 | ||||||||||
Payments of Debt Issuance Costs | $ 320,000 | ||||||||||
Strategic Capital Partners [Member] | |||||||||||
Notes Payable, Related Parties | $ 1,756,646 | ||||||||||
Strategic Capital Partners [Member] | Consulting Services [Member] | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 45,000 | 180,000 | |||||||||
Related Party Transaction, Amounts of Transaction | 127,500 | 195,000 | |||||||||
Due to Related Parties, Total | 0 | 82,500 | |||||||||
Strategic Capital Partners [Member] | Promissory Notes [Member] | |||||||||||
Notes Payable, Related Parties | 581,646 | 581,646 | |||||||||
Interest Payable, Related Party, Current | 4,446 | $ 4,303 | |||||||||
Strategic Capital Partners [Member] | Promissory Note Two [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||
Warrants Issued to Unrelated Parties Lenders [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 600,000 | ||||||||||
Warrants Issued to Unrelated Parties Lenders [Member] | Promissory Notes [Member] | |||||||||||
Class of Warrant or Right, Outstanding | 600,000 | ||||||||||
Warrants and Rights Outstanding | $ 562,762 | ||||||||||
Warrants to Purchase Additional Shares [Member] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | ||||||||||
Warrants Issued to Placement Agent [Member] | Promissory Notes [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
Unrelated Party [Member] | |||||||||||
Proceeds from Issuance of Long-Term Debt, Total | $ 300,000 | $ 153,000 | $ 4,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11% | 10% | 11% | ||||||||
Repayments of Long-Term Debt, Total | $ 153,000 | ||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 47,941 | ||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | ||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||
Unrelated Party [Member] | Promissory Notes [Member] | |||||||||||
Proceeds from Issuance of Long-Term Debt, Total | $ 500,000 | ||||||||||
Amortization of Debt Discount (Premium) | 48,706 | $ 25,976 | |||||||||
Debt Instrument, Unamortized Discount, Total | $ 52,392 | 113,647 | |||||||||
Notes Payable, Noncurrent, Total | 4,500,000 | ||||||||||
Unrelated Party [Member] | Promissory Notes [Member] | Broker [Member] | |||||||||||
Debt Instrument, Fee Amount | $ 40,000 | ||||||||||
Accredited Investors [Member] | February 2018 Convertible Notes [Member] | Convertible Debt [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||
Debt Instrument, Face Amount | $ 810,000 | ||||||||||
Notes Payable, Current, Total | $ 150,000 |
Note 5 - Tenant Receivable (Det
Note 5 - Tenant Receivable (Details Textual) - USD ($) | Jul. 26, 2019 | Aug. 15, 2018 | Dec. 31, 2022 | Sep. 30, 2022 |
Note receivable | $ 31,581 | $ 43,185 | ||
Note Receivable, Interest Rate | 18% | 18% | ||
Tenant Receivable, Current | $ 242,550 | $ 251,462 | ||
BASK [Member] | ||||
Note receivable | $ 129,634 | 31,581 | 43,185 | |
Interest Receivable | $ 44,517 | |||
Note Receivable, Term | 5 years | |||
Note Receivable, Interest Rate | 18% | |||
BASK [Member] | Lease Agreement [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 15 years | |||
Annual Base Rent | $ 135,000 | |||
Operating Lease, Percentage of Leassee's Gross Revenue | 15% | |||
Tenant Receivable, Current | $ 242,550 | $ 251,462 |
Note 6 - Income (Loss) Per Sh_3
Note 6 - Income (Loss) Per Share (Details Textual) - shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,700,000 | 1,700,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,211,650 | 7,666,650 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 100,000 |
Note 6 - Income (Loss) Per Sh_4
Note 6 - Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) | $ 22,745 | $ (533,028) |
Weighted average common shares outstanding (in shares) | 24,391,961 | 24,219,703 |
Dilutive effects of common share equivalents (in shares) | 0 | 0 |
Dilutive weighted average outstanding shares of common stock (in shares) | 24,391,961 | 24,219,703 |
Basic and diluted income (loss) per common share (in dollars per share) | $ 0 | $ (0.02) |
Note 7 - Commitments and Cont_3
Note 7 - Commitments and Contingencies (Details Textual) | 3 Months Ended | ||||||
Sep. 01, 2021 USD ($) | Sep. 01, 2019 | Oct. 17, 2016 USD ($) a | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Oct. 01, 2019 USD ($) | |
Operating Lease, Right-of-Use Asset | $ 6,760,857 | $ 6,778,085 | $ 6,980,957 | ||||
Operating Lease, Liability, Total | 4,225,140 | 4,256,869 | |||||
Operating Lease, Liability, Current | 11,507 | 11,283 | |||||
Operating Lease, Liability, Noncurrent | 4,213,633 | $ 4,216,596 | |||||
Operating Cash Flows from Operating Leases | 98,354 | ||||||
Operating Lease, Expense | 120,344 | $ 114,218 | |||||
Office Space in Denver, CO [Member] | |||||||
Operating Leases, Monthly Payment | 2,500 | ||||||
Operating Lease, Expense | $ 7,500 | $ 7,500 | |||||
BASK [Member] | |||||||
Lessee, Operating Sublease, Term (Year) | 15 years | ||||||
Sublease Income | $ 138,762 | ||||||
Lessee, Operating Sublease, Percentage of Gross Revenues | 15% | ||||||
Sale Leaseback to MMP [Member] | |||||||
Lessee, Operating Lease, Term of Contract (Year) | 50 years | ||||||
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Periods | 4 | ||||||
Lessee, Operating Lease, Renewal Term | 10 years | ||||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 30,000 | ||||||
Sale Leaseback Transaction, Monthly Rental Payments, Per Square Foot | 0.38 | ||||||
Sale Leaseback Transaction, Monthly Rental Payments, Percentage of Gross Monthly Sales | 1.50% | ||||||
Sale Leaseback Transaction, Monthly Rental Payments, Adjustment Period | 5 years | ||||||
Sale Leaseback to MMP [Member] | Accounting Standards Update 2016-02 [Member] | |||||||
Prepaid Rent | $ 2,724,088 | ||||||
Massachusetts Land Purchase [Member] | |||||||
Area of Land (Acre) | a | 52.6 |
Note 7 - Commitments and Cont_4
Note 7 - Commitments and Contingencies - Lease Related Terms and Discount Rates (Details) | Mar. 31, 2022 |
Operating leases (Year) | 43 years 9 months |
Operating leases | 7.90% |
Note 7 - Commitments and Cont_5
Note 7 - Commitments and Contingencies - Future Rental Payments Under Operating Leases (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Oct. 01, 2019 |
2023 | $ 256,123 | ||
2024 | 341,500 | ||
2025 | 341,500 | ||
2026 | 341,500 | ||
2027 | 341,500 | ||
Thereafter | 13,318,505 | ||
Total lease payments | 14,940,628 | ||
Less: Interest | (10,715,488) | ||
Operating Lease, Liability, Total | 4,225,140 | $ 4,256,869 | |
Less: operating lease liability, current portion | (11,507) | $ (11,283) | |
Operating lease liability, long term | $ 4,213,633 | $ 4,216,596 |
Note 8 - Stockholders' Equity_2
Note 8 - Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Issued During Period, Shares, Issued for Services | 195,651 | ||
Stock Issued During Period, Value, Issued for Services | $ 90,000 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Payment Arrangement, Expense | $ 119,346 | $ 0 | $ 119,346 |
Note 8 - Stockholders' Equity -
Note 8 - Stockholders' Equity - Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | |
Shares Exercisable (in shares) | 1,700,000 | 1,700,000 |
Exercisable, weighted average exercise price (in dollars per share) | $ 1.94 | $ 1.94 |
Exercisable, weighted average contractual term (Year) | 4 years 2 months 12 days | 3 years 6 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.94 | |
Outstanding, weighted average contractual term (Year) | 4 years 2 months 12 days | |
Vested and expected to vest, weighted average contractual term (Year) | 4 years 2 months 12 days |
Note 8 - Stockholders' Equity_3
Note 8 - Stockholders' Equity - Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Outstanding, warrants (in shares) | 4,026,650 | |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 1.21 | |
Outstanding, warrants, weighted average remaining contract term (Year) | 2 years 1 month 6 days | 9 months 18 days |
Expired, warrants (in shares) | (1,815,000) | |
Expired, warrants, weighted average exercise price (in dollars per share) | $ 1.50 | |
Outstanding, warrants (in shares) | 2,211,650 | 4,026,650 |
Outstanding, warrants, weighted average exercise price (in dollars per share) | $ 1.32 | $ 1.21 |
Exercisable, warrants (in shares) | 2,211,650 | |
Exercisable, warrants, weighted average exercise price (in dollars per share) | $ 1.32 | |
Exercisable, warrants, weighted average remaining contract term (Year) | 2 years 1 month 6 days |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |