Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | LFTD PARTNERS INC. | ||
Entity Central Index Key | 0001391135 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 13,977,578 | ||
Entity Public Float | $ 24,433,492 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-51230 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 87-0479286 | ||
Entity Address Address Line 1 | 4227 Habana Ave | ||
Entity Address City Or Town | Jacksonville | ||
Entity Address State Or Province | FL | ||
Entity Address Postal Zip Code | 32217 | ||
City Area Code | 847 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Location | Spokane, Washington | ||
Auditor Firm Id | 5525 | ||
Local Phone Number | 915-2446 | ||
Security 12g Title | Common Stock, $0.001 par value per share | ||
Trading Symbol | LIFD | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 1,602,731 | $ 439,080 |
Dividend Receivable from Bendistillery, Inc. | 2,495 | 2,495 |
Prepaid Expenses | 4,262,237 | 455,061 |
Loan to SmplyLifted LLC | 0 | 293,750 |
Interest Receivable | 0 | 2,112 |
Note Receivable from CBD LION | 0 | 15,318 |
Accounts Receivable, net of allowance of $239,101 in 2021 and $5,743 in 2020 | 3,461,499 | 1,413,051 |
Inventory | 3,809,944 | 641,195 |
Other Current Assets | 13,790 | 2,715 |
Total Current Assets | 13,152,696 | 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 |
Net Deferred Tax Asset | 331,551 | 0 |
Deposit for Girish GPO Distribution Agreement | 0 | 30,000 |
Investment in SmplyLifted LLC | 0 | 195,571 |
Fixed Assets, less accumulated depreciation of $77,967 in 2021 and $14,361 in 2020 | 433,213 | 135,391 |
Intangible Assets, less accumulated amortization of $3,058 in 2021 and $1,390 in 2020 | 1,386 | 3,054 |
Security and State Licensing Deposits | 6,900 | 1,600 |
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $49,347 in 2021 and $0 in 2020 | 1,227,532 | 0 |
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $6,807 in 2021 and $35,650 in 2020 | 76,412 | 7,705 |
Total Assets | 39,418,657 | 27,827,065 |
Current Liabilities | ||
Finance Lease Liability | 1,262,260 | 0 |
Operating Lease Liability | 26,047 | 7,670 |
Deferred Revenue | 2,174,393 | 1,096,120 |
Income Tax Payable | 1,242,974 | 0 |
Management Bonuses Payable - Related Party | ||
Management Bonus Payable - Related Party - Payable to William C. Jacobs | 500,000 | 100,000 |
Management Bonus Payable - Related Party - Payable to Gerard M. Jacobs | 441,562 | 250,000 |
Management Bonuses Payable - Related Party | 941,562 | 350,000 |
Company-Wide Management Bonus Pool | 1,556,055 | 0 |
Accounts Payable and Accrued Expenses | 4,671,382 | 639,479 |
Accounts Payable - Related Party | 4,607 | 0 |
Interest Payable - Related Party | ||
Interest - Payable to William C. Jacobs | 4,000 | 0 |
Interest - Payable to Gerard M. Jacobs | 9,269 | 0 |
Interest - Payable to Nicholas S. Warrender | 0 | 64,110 |
Interest Payable - Related Party | 13,269 | 64,110 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 11,926 | 145,561 |
Series B Convertible Preferred Stock Dividends Payable | 1,796 | 5,782 |
Preferred Stock Dividends Payable | 13,722 | 151,343 |
Total Current Liabilities | 11,906,270 | 2,308,722 |
Non-Current Liabilities | ||
Paycheck Protection Program Loan | 0 | 149,623 |
Operating Lease Liability | 50,583 | |
Notes Payable - Related Party | ||
Notes Payable - Payable to Nicholas S. Warrender | 0 | 3,750,000 |
Total Non-Current Liabilities | 50,583 | 3,899,623 |
Total Liabilities | 11,956,853 | 6,208,345 |
Commitments and Contingencies | 0 | 0 |
Shareholders' Equity | ||
Preferred Stock Value | 46 | 166 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 14,027,578 shares issued and outstanding at December 31, 2021, and 6,485,236 shares issued and outstanding at December 31, 2020 | 14,028 | 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 | 38,862,333 | 38,787,444 |
Accumulated Deficit | (11,414,602) | (17,141,175) |
Total Shareholders' Equity (Deficit) | 27,461,804 | 21,618,720 |
Total Liabilities and Shareholders' Equity | $ 39,418,657 | $ 27,827,065 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, allowance | $ 239,101 | $ 5,743 |
Accumulated depreciation | 77,967 | 14,361 |
Accumulated amortization | 3,058 | 1,390 |
Right-of-Use Asset Amortization | 252,876 | 0 |
Right-of-Use Asset Amortization Operating Lease | $ 6,807 | $ 35,650 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,027,578 | 6,485,236 |
Common Stock, shares outstanding | 14,027,578 | 6,485,236 |
Common Stock [Member] | ||
Treasury stock shares | 72,000 | |
Share price | $ 0.95 | |
Series A Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 400,000 | 400,000 |
Preferred Stock, shares issued | 5,750 | 66,150 |
Preferred Stock, shares outstanding | 5,750 | 66,150 |
Series B Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 40,000 | 100,000 |
Preferred Stock, shares outstanding | 40,000 | 100,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Net Sales | $ 31,656,932 | $ 5,344,320 | $ 0 |
Cost of Goods Sold | 15,715,759 | 3,407,430 | 0 |
Gross Profit | 15,941,173 | 1,936,890 | 0 |
Operating Expenses: | |||
Payroll, Consulting and Independent Contractor Expenses | 3,621,624 | 809,966 | 112,500 |
Stock Compensation Expense | 0 | 1,393,648 | 874,154 |
Accrual for Company-Wide Management Bonus Pool | 1,559,334 | 0 | 0 |
Management Bonuses | 650,000 | 350,000 | 0 |
Professional Fees | 499,752 | 374,489 | 211,543 |
Bank Charges and Merchant Fees | 392,757 | 48,814 | 130 |
Advertising and Marketing | 337,044 | 115,102 | 6,126 |
Bad Debt Expense | 380,621 | 124,802 | 0 |
Depreciation and Amortization | 90,147 | 16,385 | 0 |
Other Operating Expenses | 629,012 | 222,052 | 58,478 |
Total Operating Expenses | 8,160,290 | 3,455,258 | 1,262,931 |
Income/(Loss) From Operations | 7,780,883 | (1,518,368) | (1,262,931) |
Other Income/(Expenses) | |||
Income/(Loss) From 50% membership interest in SmplyLifted LLC (FR3SH) | (195,571) | (4,429) | 0 |
Impairment of Investment in SmplyLifted | (388,727) | 0 | 0 |
Income from SmplyLifted for WCJ Labor | 2,298 | 0 | 0 |
Loss on Lease Modification | (1,445) | ||
Interest Expense | (142,427) | (65,186) | (27,998) |
Dividend Income | 2,495 | 2,495 | 0 |
Warehouse Buildout Credits | 1,200 | 1,600 | 0 |
Penalties | (8,046) | 0 | 0 |
Gain on Forgiveness of Debt | 151,668 | 91,272 | 0 |
Refund of Merchant Account Fees | 0 | 34,429 | 0 |
Settlement Income/Gain on Settlement | 0 | 12,500 | 29,196 |
Settlement Costs | 0 | (97,000) | 0 |
Gain(Loss) on Disposal of Fixed Assets | (4,750) | 0 | 0 |
Loss on Deposits | (31,600) | 0 | 0 |
Interest Income | 1,365 | 8,098 | 25,628 |
Total Other Income/(Expenses) | (613,539) | (16,221) | 26,826 |
Income/(Loss) Before Provision for Income Taxes | 7,167,344 | (1,534,589) | (1,236,105) |
Provision for Income Taxes | (1,367,362) | 0 | 0 |
Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders | $ 5,799,982 | $ (1,534,589) | $ (1,236,105) |
Basic Net Income (Loss) per Common Share | $ 0.50 | $ (0.29) | $ (0.48) |
Diluted Net Income (Loss) per Common Share | $ 0.43 | $ (0.29) | $ (0.48) |
Weighted average number of common shares outstanding: | |||
Basic | 11,402,639 | 5,927,480 | 2,577,349 |
Diluted | 13,359,837 | 5,927,480 | 2,577,349 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Dec. 31, 2021 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Membership interest in SmplyLifted LLC, percentage | 50.00% |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 2,726,669 | 166,150 | ||||
Balance, amount at Dec. 31, 2019 | $ 6,301,469 | $ 2,727 | $ 166 | $ 0 | $ 21,691,128 | $ (15,392,552) |
Issuance of warrants to Gerard M. Jacobs upon execution of employment agreement | 733,499 | 733,499 | ||||
Issuance of warrants to William C. Jacobs upon execution of employment agreement | 660,149 | 660,149 | ||||
Issuance of common stock consideration as part of the acquisition of Lifted Liquids, Inc., shares | 3,900,455 | |||||
Issuance of common stock consideration as part of the acquisition of Lifted Liquids, Inc., amount | 10,726,251 | $ 3,900 | 10,722,351 | |||
Issuance of warrants to purchase shares of common stock as part of the acquisition of Lifted Liquids, Inc. | 4,980,150 | 4,980,150 | ||||
Series A Preferred Stock dividend payable | (34,179) | (34,179) | ||||
Series B Preferred Stock dividend payable | (3,740) | (3,740) | ||||
Net Loss | (1,760,627) | $ 0 | (1,760,627) | |||
Balance, shares at Mar. 31, 2020 | 6,627,124 | 166,150 | ||||
Balance, amount at Mar. 31, 2020 | 21,602,972 | $ 6,627 | $ 166 | 0 | 38,787,277 | (17,191,098) |
Balance, shares at Dec. 31, 2019 | 2,726,669 | 166,150 | ||||
Balance, amount at Dec. 31, 2019 | 6,301,469 | $ 2,727 | $ 166 | $ 0 | $ 21,691,128 | $ (15,392,552) |
Net Income | (1,534,589) | |||||
Exercise of warrants, amount | $ 0 | |||||
Balance, shares at Dec. 31, 2020 | 0 | 6,485,236 | 166,150 | 36,000 | 0 | 0 |
Balance, amount at Dec. 31, 2020 | $ 21,618,720 | $ 6,485 | $ 166 | $ (34,200) | $ 38,787,444 | $ (17,141,175) |
Balance, shares at Mar. 31, 2020 | 6,627,124 | 166,150 | ||||
Balance, amount at Mar. 31, 2020 | 21,602,972 | $ 6,627 | $ 166 | 0 | 38,787,277 | (17,191,098) |
Series A Preferred Stock dividend payable | (64,775) | (64,775) | ||||
Series B Preferred Stock dividend payable | (3,740) | (3,740) | ||||
Net Loss | (419,313) | (419,313) | ||||
Cancellation of shares of common stock, shares | (166,888) | |||||
Cancellation of shares of common stock, amount | 0 | $ (167) | 167 | |||
Balance, shares at Jun. 30, 2020 | 6,460,236 | 166,150 | ||||
Balance, amount at Jun. 30, 2020 | 21,115,144 | $ 6,460 | $ 166 | $ 0 | 38,787,444 | (17,678,926) |
Series A Preferred Stock dividend payable | (50,020) | (50,020) | ||||
Series B Preferred Stock dividend payable | (3,784) | (3,784) | ||||
Net Income | 95,823 | $ 95,823 | ||||
Balance, shares at Sep. 30, 2020 | 6,460,236 | 166,150 | 0 | 0 | ||
Balance, amount at Sep. 30, 2020 | 21,157,163 | $ 6,460 | $ 166 | $ 38,787,444 | $ (17,636,907) | |
Series A Preferred Stock dividend payable | (50,020) | (50,020) | ||||
Series B Preferred Stock dividend payable | (3,779) | (3,779) | ||||
Net Income | 549,331 | $ 549,531 | ||||
Exercise of Option, Shares | 25,000 | |||||
Exercise of Option, Amount | 25 | $ 25 | ||||
LIFD's November 24, 2020 purchase of 36,000 shares of common stock at $0.95 per share, for a total of $34,200, from an unrelated shareholder, shares | 36,000 | |||||
LIFD's November 24, 2020 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) | ||||
Balance, shares at Dec. 31, 2020 | 0 | 6,485,236 | 166,150 | 36,000 | 0 | 0 |
Balance, amount at Dec. 31, 2020 | $ 21,618,720 | $ 6,485 | $ 166 | $ (34,200) | $ 38,787,444 | $ (17,141,175) |
Series A Preferred Stock dividend payable | (24,855) | (24,855) | ||||
Series B Preferred Stock dividend payable | (3,316) | (3,316) | ||||
Net Income | 618,359 | 618,359 | ||||
AQSP's January 8, 2021 purchase of 36,000 shares of common stock at $0.95 per share, for a total of $34,200, from an unrelated shareholder, shares | 36,000 | |||||
AQSP's January 8, 2021 purchase of 36,000 shares of common stock at $0.95 per share, for a total of $34,200, from an unrelated shareholder, amount | (34,200) | $ (34,200) | ||||
Conversions of Series A Convertible Preferred Stock to Common Stock, shares | 3,290,000 | (32,900) | ||||
Conversions of Series A Convertible Preferred Stock to Common Stock, amount | 0 | $ 3,290 | $ (33) | (3,257) | ||
Conversions of Series B Convertible Preferred Stock to Common Stock, shares | 60,000 | (60,000) | ||||
Conversions of Series B Convertible Preferred Stock to Common Stock, amount | 0 | $ 60 | $ (60) | |||
Balance, shares at Mar. 31, 2021 | 9,835,236 | 73,250 | 72,000 | |||
Balance, amount at Mar. 31, 2021 | $ 22,174,707 | $ 9,835 | $ 73 | $ (68,400) | $ 38,784,187 | $ (16,550,988) |
Balance, shares at Dec. 31, 2020 | 0 | 6,485,236 | 166,150 | 36,000 | 0 | 0 |
Balance, amount at Dec. 31, 2020 | $ 21,618,720 | $ 6,485 | $ 166 | $ (34,200) | $ 38,787,444 | $ (17,141,175) |
Net Income | 5,799,982 | |||||
Exercise of warrants, amount | 142,023 | |||||
Balance, shares at Dec. 31, 2021 | 14,027,576 | 45,750 | ||||
Balance, amount at Dec. 31, 2021 | 27,461,804 | $ 14,028 | $ 46 | $ 0 | 38,862,333 | (11,414,602) |
Balance, shares at Mar. 31, 2021 | 9,835,236 | 73,250 | 72,000 | |||
Balance, amount at Mar. 31, 2021 | 22,174,707 | $ 9,835 | $ 73 | $ (68,400) | 38,784,187 | (16,550,988) |
Series A Preferred Stock dividend payable | (33,521) | (33,521) | ||||
Series B Preferred Stock dividend payable | (1,496) | (1,496) | ||||
Net Income | 1,596,154 | 1,596,154 | ||||
Conversions of Series A Convertible Preferred Stock to Common Stock, shares | 2,750,000 | (27,500) | ||||
Conversions of Series A Convertible Preferred Stock to Common Stock, amount | 0 | $ 2,750 | $ (28) | (2,723) | ||
Exercise of warrants, shares | 143,090 | |||||
Exercise of warrants, amount | 7,021 | $ 143 | 6,878 | |||
Balance, shares at Jun. 30, 2021 | 12,728,326 | 45,750 | 72,000 | |||
Balance, amount at Jun. 30, 2021 | 23,742,866 | $ 12,728 | $ 46 | $ (68,400) | 38,788,342 | (14,989,850) |
Series A Preferred Stock dividend payable | (2,829) | (2,829) | ||||
Series B Preferred Stock dividend payable | (1,533) | (1,533) | ||||
Net Income | 2,236,179 | 2,236,179 | ||||
Cancellation of Common Stock held in treasury, shares | (72,000) | (72,000) | ||||
Cancellation of Common Stock held in treasury, amount | 0 | $ (72) | $ 68,400 | (68,328) | ||
Exercise of warrants and options, shares | 1,346,250 | |||||
Exercise of warrants and options, amount | 143,439 | $ 1,346 | 142,093 | |||
Balance, shares at Sep. 30, 2021 | 14,002,576 | 45,750 | ||||
Balance, amount at Sep. 30, 2021 | 26,118,122 | $ 14,002 | $ 46 | 0 | 38,862,107 | (12,758,033) |
Series A Preferred Stock dividend payable | (4,349) | (4,349) | ||||
Series B Preferred Stock dividend payable | (1,512) | (1,512) | ||||
Net Income | 1,349,292 | 1,349,292 | ||||
Exercise of warrants, amount | 0 | |||||
Issuance of Common Stock, shares | 25,000 | |||||
Issuance of Common Stock, amount | 252 | $ 26 | 226 | |||
Balance, shares at Dec. 31, 2021 | 14,027,576 | 45,750 | ||||
Balance, amount at Dec. 31, 2021 | $ 27,461,804 | $ 14,028 | $ 46 | $ 0 | $ 38,862,333 | $ (11,414,602) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | |||
Net Income/(Loss) | $ 5,799,982 | $ (1,534,589) | $ (1,236,105) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: | |||
Lifted Made's Portion of SmplyLifted's Net Loss | 195,571 | 4,429 | |
Impairment of Investment in SmplyLifted | $ 388,726 | $ 0 | 0 |
Stock Compensation Expense | 0 | 1,393,648 | 874,154 |
Bad Debt Expense | 380,621 | 124,802 | 0 |
Depreciation and Amortization | 90,146 | 16,385 | 0 |
Gain on Forgiveness of Debt | (151,668) | 0 | 0 |
Loss on Disposal of Fixed Assets | 4,750 | 0 | 0 |
Loss on Deposits | 31,600 | 0 | 0 |
Financing Cost - Issuance of Warrants to Purchase Common Stock | 0 | 0 | 26,773 |
Spoiled and Written Off Inventory | 338,799 | 147,413 | 0 |
Deferred Income Taxes | (331,551) | 0 | 0 |
Effect on Cash of Changes in Operating Assets and Liabilities | |||
Accounts Receivable | (2,429,715) | (1,196,716) | 0 |
Prepaid Expenses | (3,807,176) | (445,478) | (9,583) |
Dividend Receivable from Bendistillery, Inc. | 0 | (2,495) | 0 |
Income Tax Payable | 1,242,974 | 0 | 0 |
Management Bonuses Payable | 600,001 | 0 | 0 |
Company-wide Management Bonus Pool | 1,556,055 | 0 | 0 |
Interest Receivable | 1,532 | (2,112) | 0 |
Inventory | (3,507,548) | (521,134) | 0 |
Deposit for Girish GPO Distribution Agreement | 0 | (30,000) | 0 |
Other Current Assets | (17,975) | (2,715) | 0 |
Loan to Shareholder | 0 | 9,000 | 0 |
Trade Accounts Payable and Accrued Expenses | 4,033,948 | 255,908 | (74,965) |
Accounts Payable and Interest Payable to Related Parties | 92,670 | 414,110 | (191,776) |
Change in ROU Asset | 230,049 | 18,314 | 0 |
Change in Finance & Operating Lease Liabilities | (197,450) | (18,230) | 0 |
Deferred Revenue | 1,078,273 | 1,031,424 | 0 |
Net Cash Provided by (Used in) Operating Activities | 5,622,612 | (338,036) | (611,502) |
Cash Flows From Investing Activities | |||
Net Cash Paid as Part of Lifted Liquids, Inc. Acquisition | 0 | (3,130,610) | 0 |
Reduction of CBD Lion Note Receivable | 15,318 | 184,682 | 100,000 |
Issuance of Note to CBD Lion | 0 | 0 | (300,000) |
Net Purchase of Fixed Assets | (368,223) | (70,133) | 0 |
Investment in Ablis | 0 | 0 | (399,200) |
Investment in Bendistillery and Bend Spirits | 0 | 0 | (1,497,000) |
Loans to SmplyLifted LLC | (93,750) | (293,750) | 0 |
Investment in SmplyLifted LLC | 0 | (200,000) | 0 |
Net Cash Used in Investing Activities | (446,655) | (3,509,811) | (2,096,200) |
Cash Flows From Financing Activities | |||
Proceeds from Paycheck Protection Program Loan | 0 | 149,623 | 0 |
Proceeds from Exercise of Warrants | 142,023 | 0 | 11,027 |
Proceeds from Exercise of Options | 0 | 25 | 0 |
Issuance of Series A Convertible Preferred Stock | 0 | 0 | 6,615,000 |
Issuance of Series B Convertible Preferred Stock | 0 | 0 | 500,000 |
Issuance of Common Stock | 252 | ||
Payments of Dividends to Series A Convertible Preferred Stockholders | (199,189) | (198,450) | 0 |
Payments of Dividends to Series B Convertible Preferred Stockholders | (11,844) | (15,000) | 0 |
Financing Cost - Proceeds from Borrowings Under Notes Payable to Related Parties | 0 | 0 | 14,772 |
Financing Cost - Repayment of Borrowings Under Notes Payable to Related Parties | (3,750,000) | 0 | (45,562) |
Financing Cost - Repayment of Interest Payable to Related Parties | (138,904) | 0 | (2,606) |
Purchase of Shares Held in Treasury | (34,200) | (34,200) | 0 |
Repayment of Finance Lease Liability | (20,444) | 0 | 0 |
Net Cash (Used In) Provided By Financing Activities | (4,012,306) | (98,002) | 7,092,631 |
Net Increase/(Decrease) in Cash | 1,163,651 | (3,945,849) | 4,384,929 |
Cash and Cash Equivalents at Beginning of Period | 439,080 | 4,384,929 | 4,384,929 |
Cash and Cash Equivalents at End of Period | 1,602,731 | 439,080 | 4,384,929 |
Supplemental Cash Flow Information | |||
Cash Paid For Interest | 193,268 | 1,076 | 2,606 |
Cash Paid For Income Taxes | 455,083 | 0 | 0 |
Non-Cash Activities: | |||
Right-of-Use assets acquired from inception of Finance Leases | 1,480,408 | 0 | 0 |
Right-of-Use assets acquired from inception of Operating Leases | 83,219 | 0 | 0 |
Conversion of Series A and Series B Preferred Stock to Common Stock | $ 6,100 | 0 | 0 |
Cashless exercise of Warrants | 136 | ||
Cancellation of Common Stock held in Treasury | $ 68,400 | $ 0 | $ 0 |
Reduction in bonus payable to Gerard M. Jacobs by the cost of exercising warrants | 8,439 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation On May 18, 2021, the Company amended its articles of incorporation with the State of Nevada to change its name to LFTD Partners Inc. from Acquired Sales Corp. In connection with the name change to LFTD Partners Inc., the Company filed a required notification with the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization that is involved with the coordination of the clearing, settling and processing of transactions in equity securities, including our common stock. The Company’s name change notification to FINRA included a request for a new stock trading symbol, LSFP, from AQSP, which was granted. On March 15, 2022, we changed our stock trading symbol to LIFD. 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, HHC, THCO, CBDA, CBC, CBG, CBN, and CBD), nicotine, kratom, kava and legal psychedelic products (a “Canna-Infused Products Company”). 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. From time to time, we engage in discussions with potential acquisition targets. To date, we have acquired 100% of the ownership interests in one Canna-Infused Products Company called Lifted Liquids, Inc. d/b/a Lifted Made (formerly Warrender Enterprise Inc. d/b/a Lifted Liquids) (www.LiftedMade.com), Kenosha, Wisconsin (“Lifted Made” or “Lifted”). On April 30, 2019, we also closed on the acquisition of 4.99% of the common stock of each of CBD-infused beverages maker Ablis Holding Company (“Ablis”) (www.AblisCBD.com), and of distilled spirits manufacturers Bendistillery Inc. (“Bendistillery”)and Bend Spirits, Inc. (“Bend Spirits”), all located in Bend, Oregon. Prior to February 9, 2022, Lifted Made had a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). On February 9, 2022, Lifted Made sold its 50% membership interest in SmplyLifted LLC to Corner Vapory LLC. For more information, please refer to NOTE 15 – SUBSEQUENT EVENTS Termination of Letter of Intent relating to the proposed acquisition by the Company of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC On December 15, 2021, the Company, our Chairman and CEO Gerard M. Jacobs (“GJacobs”), our President and CFO William C. “Jake” Jacobs (“WJacobs”), and our Vice Chairman and COO Nicholas S. Warrender (“NWarrender”), 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”), mutually stipulated to terminate the Letter of Intent dated June 15, 2021 that set out the Company’s possible acquisition of Savage, Premier Greens and MKRC. As a result, no acquisition of Savage, Premier Greens or MKRC by the Company will occur. Termination of Letter of Intent relating to the proposed acquisition by the Company of Fresh Farms E-Liquid, LLC On December 16, 2021, the Company, 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”), GJacobs, NWarrender, WJacobs, Wheeler and Winters mutually stipulated to terminate the Letter of Intent dated September 1, 2021 that set out the Company’s possible acquisition of Fresh Farms. As a result, no acquisition of Fresh Farms by the Company will occur. Capital Raise Cash on hand is currently limited, so in order to close future acquisitions, it likely 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. With the assistance of an investment bank, we are currently exploring the possibility of raising $5 million or more through some combination of debt and equity offerings in order to pay off the remaining $2.75 million owed in connection with our acquisition of Lifted, to purchase for $1.375 million the building located at 5511 95 th For more information, please read the information in the section “ITEM 1. BUSINESS” Consolidated Financial Statements Use of Estimates “ ’ Cash and Cash Equivalents “ Notes Receivable Fair Value of Financial Instruments Accounting Standards Codification ( “ Level 1 – Level 2 – Level 3 – SmplyLifted LLC, Ablis Holding Company, Bendistillery Inc. and Bend Spirits, Inc. are not publicly traded, and as such their financial instruments are Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accounts Receivable ’ ’ An Allowance for Doubtful Accounts of $239,101 and $5,743 were recorded at December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, the Company implemented a new policy regarding Allowances for Doubtful Accounts, which is that all accounts receivable older than 90 days at quarter end are accrued for in Allowances for Doubtful Accounts. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement Inventory December 31, 2021 December 31, 2020 Raw Goods $ 2,927,727 $ 500,657 Finished Goods $ 882,217 $ 140,538 Total Inventory $ 3,809,944 $ 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. At December 31, 2021, $76,277 of overhead costs were allocated to finished goods. In comparison, at December 31, 2020, $12,240 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 During the years ended December 31, 2021 and December 31, 2020, $338,799 and $147,413 in obsolete inventory was written off, respectively. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying finished goods that would no longer be sold or that are slow moving; and 3) Valuing and expensing raw and finished goods that would no longer be sold. Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Security Deposits ’ The Company has not paid a security deposit for its leased facility located at 5511 95 th The Company has paid security deposits for its leased facilities located at 8920 58 th th State Licensing Deposits Revenue The Company recognizes revenue in accordance with Accounting Standards Codification 606. The majority of the Company’s sales are of branded products goods to distributors, wholesalers, and end consumers. A minority of the Company’s sales are of raw goods to manufacturers, distributors and wholesalers. The majority of the Company’s sales are to distributors, followed by the Company’s sales to wholesalers, and then the Company’s sales to end consumers. Distributors primarily sell Lifted ’ Typically, the Company ’ ’ 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. Discounts and rebates are to customers are recorded as a reduction to gross sales. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on the Company ’ Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. Historically, the scenarios described above have occurred infrequently, and occurrences have been immaterial. However, during the third quarter of 2020, the Company provided many replacements, and issued refunds or credits to many customers who purchased delta-8-THC gummies that melted in transit, and delta-8-THC nano drops that had separation issues. Disaggregation of Revenue During the quarter and year ended December 31, 2021, approximately 99.9% of the Company ’ 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: Type of Sale February 24, 2020 (Closing on Lifted)-December 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-December 31, 2020 For the year ended December 31, 2021 % of Net Sales During the three months ended December 31, 2021 Net sales of raw materials to customers $ 694,707 13 % $ 476,211 2 % Net sales of products to private label clients $ 1,443,687 27 % $ 3,246,420 10 % Net sales of products to wholesalers $ 1,096,199 21 % $ 4,586,306 15 % Net sales of products to distributors $ 1,982,810 37 % $ 21,661,464 68 % Net sales of products to end consumers $ 126,917 2 % $ 1,686,531 5 % Net Sales $ 5,344,320 100 % $ 31,656,932 100 % Deferred Revenue 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 for invoiced orders, but revenue is not recognized until an order is fully shipped. Accounts receivable includes amounts associated with partially shipped orders, for which the unshipped portion is a contract asset. Contract assets represent invoiced but unfulfilled performance obligations. The table shown below represents the composition of deferred revenue between contract assets (invoiced but unfulfilled performance obligations) and deposits from customers from unfulfilled orders. December 31, 2021 December 31, 2020 Contract Assets (invoiced but unfulfilled performance obligations) $ 1,650,258 $ 1,041,916 Deposits from customers for unfulfilled orders $ 524,135 $ 54,204 Total Deferred Revenue $ 2,174,393 $ 1,096,120 Deferred revenue of $1,096,120 was recognized as of December 31, 2020, the performance obligations related to these orders were fulfilled in 2021, and the related revenue was recognized in 2021. At December 31, 2021, deferred revenue of $2,174,393 was recognized. Cost of Goods Sold Operating Expenses Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Year Ended December 31, 2021 2020 2019 Net Income/(Loss) $ 5,799,982 $ (1,534,589 ) $ (1,236,105 ) Weighted average number of common shares outstanding: Basic 11,402,639 5,927,480 2,577,349 Diluted 13,359,837 5,927,480 2,577,349 Basic Net Income (Loss) per Common Share $ 0.50 $ (0.29 ) $ (0.48 ) Diluted Net Income (Loss) per Common Share $ 0.43 $ (0.29 ) $ (0.48 ) As of December 31, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 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 1,350,000 shares of common stock at $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 1,350,000 shares of common stock at $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, as of December 31, 2020, in addition to our outstanding common stock, we have issued (a) options to purchase 1,151,698 shares of common stock at $2.00 per share, (b) warrants to purchase 403,921 shares of common stock at $1 per share, (c) warrants to purchase 6,000 shares of common stock at $5 per share, (d) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, (e) financing warrants to purchase 31,250 shares of common stock at $0.03 per share, and (f) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. At December 31, 2021, the Company had Series A Preferred Stock outstanding convertible into 575,000 shares of common stock; these are included in the diluted earnings calculation. At December 31, 2021, the Company had Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5/share) was higher than the stock closing price at December 31, 2021 ($4.37/share). At December 31, 2020, the shares into which the outstanding Series A Preferred Stock and Series B Preferred Stock could be converted were excluded from the diluted earnings calculation because they were antidilutive. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. Because the Company does not currently have any cloud computing arrangements that include a software license, fees associated with any hosting element are expensed as incurred. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is researching what other pronouncements may be applicable to the Company’s accounting and whether or not any other pronouncements should be adopted. Advertising and Marketing Expenses Compensated Absences Effective January 1, 2022, certain PTO policies have been adopted by Lifted. Off Balance Sheet Arrangements Reclassifications Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) January 1, 2019 through February 24, 2020 (acquisition date) (2) February 24, 2020 (acquisition date) to December 31, 2020 The foregoing disclosures of net sales and net earnings during those periods solely reflects Lifted’s financial results. Prior to its acquisition of Lifted on February 24, 2020, LFTD Partners had no sources of revenue, so the acquisition of Lifted was significant for LFTD Partners. |
RECEIPT OF LOANS UNDER THE ECON
RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | 12 Months Ended |
Dec. 31, 2021 | |
RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | |
RECEIPT OF LOANS UNDER THE ECONOMIC INJURY DISASTER LOAN PROGRAM AND THE PAYCHECK PROTECTION PROGRAM | NOTE 2 – 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 “ “ “ Lifted also applied for and received a loan (the “ “ “ “ “ |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2021 | |
RISKS AND UNCERTAINTIES | |
RISKS AND UNCERTAINTIES | NOTE 3 - RISKS AND UNCERTAINTIES Going Concern – ’ The Company ’ ’ ’ ’ 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 ’ Moreover, the Company’s balance sheet is weak. Among other financial obligations, the Company owes Nicholas S. Warrender $2,750,000 under the $2,750,000 Promissory Note, which is accruing interest at 2.5% per annum, and which was executed on January 3, 2022. The principal of the Promissory Note shall be paid off by Payors in five semi-annual payments to Nicholas S. Warrender of $458,333 and a sixth and final semi-annual payment to Nicholas S. Warrender of $458,335, in each case plus accrued interest, starting on June 30, 2022. LIFD also has a company-wide bonus pool accrued for at December 31, 2021 totaling $1,556,055. Under the Omnibus Agreement, Lifted is also obligated to purchase a building leased by Lifted from an affiliate of our Vice Chairman and COO Nicholas S. Warrender on or before December 31, 2022, for a fixed purchase price equal to $1,375,000. The Company is also accruing 3% annual dividends on its Series A and Series B Convertible Preferred Stock. Also, pursuant to the Amended Omnibus Agreement, on December 30, 2022, LFTD Partners shall pay a retention bonus of $166,666.66 to each of NWarrender, GJacobs and WJacobs, provided that such officer shall not have earlier resigned as an officer of LFTD Partners. Moreover, LFTD Partners agrees and covenants that the Chairman of the Compensation Committee is authorized to negotiate and agree on behalf of LFTD Partners in regard to a 2023 supplemental retention bonus for NWarrender, GJacobs and WJacobs (in addition to the company-wide Bonus Pool), and if and only if the amount of such 2023 supplemental retention bonus is mutually agreed upon in writing among the Chairman of the Compensation Committee, NWarrender, GJacobs and WJacobs, then one-third of such 2023 supplemental retention bonus shall be paid by LFTD Partners to each of NWarrender, GJacobs and WJacobs on or before March 15, 2024, provided that such officer shall not have earlier resigned as an officer of LFTD Partners. Also, pursuant to the Amended Omnibus Agreement, the 2022 company-wide bonus pool shall continue to be calculated pursuant to Section 4.2 of the Executive Employment Agreements, provided, however, that notwithstanding anything to the contrary set forth in the Executive Employment Agreements, the 2022 company-wide bonus pool not be allowed to be accrued or paid by LFTD Partners if and to the extent that doing so would decrease LFTD Partners’ 2022 diluted earnings per share of common stock below $0.56 per share. 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 ’ ’ The Company currently has one revenue-generating subsidiary, Lifted. If and to the extent that the revenue generated by Lifted is not adequate to pay the Company ’ ’ Concentration of Credit Risks Regarding the purchases of raw goods and finished goods (“Supplies”), during the year ended December 31, 2021, approximately 54% of the Supplies that Lifted purchased were from five vendors. In comparison, during the period February 24, 2020 (the date of closing on the acquisition of Lifted) 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. |
THE COMPANYS INVESTMENTS
THE COMPANYS INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
THE COMPANYS INVESTMENTS | |
THE COMPANYS INVESTMENTS | NOTE 4 – THE COMPANY’S INVESTMENTS The Company ’ 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 ’ ’ ’ ’ ’ 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, (2) a significant adverse change in the regulatory, economic, or technological environment of the investee, (3) a 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 ’ ’ 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 ’ On January 28, 2022, 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 the quarter and year ended December 31, 2021. Based upon the financial and non-financial information that was shared with LFTD Partners during that conference call, the management of LFTD Partners 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: increased net profit of Bendistillery and Bend Spirits from 2020 to 2021, the recent successful launch of Bendistillery’s Rock & Rye in cans, increased revenue and cash flow of Ablis from 2020 to 2021, new Ablis products in development, a continued focus in Ablis’ improved direct-to-consumer sales, and the fact that management of Bendistillery is actively working an investment bank to explore capital raising options to facilitate growth initiatives. 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 during that conference call, the management of LFTD Partners 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: Bendistillery’s two-year annual sales average is up 8.36% per year with net profit nearly tripling; Ablis’ sales during the third quarter of 2021 are up 14% over sales during the second quarter of 2021, and up 20% over sales during the third quarter of 2020; and Ablis’ third quarter net income is up, compared to a loss in the third quarter of 2020. 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 during that conference call, the management of LFTD Partners 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 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 LFTD Partners during that conference call, the management of LFTD Partners 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 ’ ’ ’ ’ ’ The Company ’ 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 ’ 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 ’ ’ ’ ’ 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 ’ The Company performed its annual fair value assessments at December 31, 2021 and 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 year-over-year, the launch of first-to-market, ground-breaking new products, the addition of more and more wholesalers and distributors nationwide, increased sales to wholesalers and end consumers, the continued growth of Lifted’s flagship brand Urb Finest Flowers, 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 ’ The Company ’ 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 ’ ’ ’ ’ During the year ended December 31, 2020, the Company recognized a loss of $4,429 from its 50% membership interest in SmplyLifted, and wrote down the value of its investment in SmplyLifted to $195,571. During the year ended December 31, 2021, the Company recognized a loss of $195,571 from its 50% membership interest in SmplyLifted. At December 31, 2021, Lifted Made wrote off its receivables from SmplyLifted, and its loans to SmplyLifted, which totaled $388,727. On February 9, 2022, Lifted Made sold its 50% membership interest in SmplyLifted LLC to Corner Vapory LLC, an affiliate of NWarrender. For more information, please refer to NOTE 15 – SUBSEQUENT EVENTS |
PROPERTY AND EQUIPMENT NET
PROPERTY AND EQUIPMENT NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT NET | |
PROPERTY AND EQUIPMENT NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and Equipment consist of the following: Asset Class December 31, 2021 December 31, 2020 Machinery & Equipment $ 258,533 $ 103,084 Leasehold Improvements $ 152,985 $ 42,381 Trade Show Booths $ 23,488 $ - Vehicles $ 22,309 $ - Computer Equipment $ 7,312 Furniture & Fixtures $ 46,553 $ 4,288 Sub-total: $ 511,180 $ 149,753 Less: accumulated depreciation $ (77,967 ) $ (14,361 ) $ 433,213 $ 135,392 Estimated useful lives per asset class are: 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 $65,651 was recognized during the year ended December 31, 2021. In comparison, depreciation expense of $14,995 was recognized during the year ended December 31, 2020. There was no depreciation expense recognized during the year ended December 31, 2019. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
NOTES RECEIVABLE | |
NOTES RECEIVABLE | NOTE 6 – NOTES RECEIVABLE SmplyLifted LLC At December 31, 2021, the Company had made interest-free loans to SmplyLifted LLC totaling $387,500, used primarily for the purchase of inventory; the Company’s interest-free loans to SmplyLifted LLC at December 31, 2020 totaled $293,750. As of December 31, 2021 and December 31, 2020, imputed interest receivable on the loans totaled $580 and $17, respectively. At December 31, 2021, these notes and related interest receivable were written off. 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 ( “ 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 ’ ’ |
INTANGIBLE ASSETS NET
INTANGIBLE ASSETS NET | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS NET | |
INTANGIBLE ASSETS NET | NOTE 7 – INTANGIBLE ASSETS, NET www.LiftedMade.com Website The cost of developing Lifted’s website, www.LiftedMade.com, is being amortized over 32 months, and $3,058 in amortization related to the website was recognized during the year ended December 31, 2021. $1,390 in amortization related to the website was recognized between February 24, 2020 (the date of the Merger) through December 31, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Commissions Paid Vincent J. Mesolella During the year ended December 31, 2021, Vincent J. Mesolella, LFTD Partners’ lead outside director, was not paid any commissions. During the year ended December 31, 2020, Vincent J. Mesolella was paid commissions totaling $172, in connection with the sale of Lifted product arranged by him. Robert T. Warrender III During the year ended December 31, 2021, $69,177 in compensation was paid to Robert T. Warrender III, who is Nicholas S. Warrender ’ Shipping Costs During 2020 and 2021, Lifted shared a shipping account with a company operated by Nicholas S. Warrender ’ ’ 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 December 31, 2021, SmplyLifted LLC owed $457 to Lifted as reimbursement for William C. Jacobs’ time as the Chief Financial Officer. Lifted was reimbursed this $457 in January 2022. As of December 31, 2021, SmplyLifted LLC also owed $646 to Lifted for employee wage reimbursement. Amounts Owed to Gerard M. Jacobs The Compensation Agreement contemplated an aggregate of $350,000 being paid by the Company to GJacobs and WJacobs upon the closing of the Company’s acquisition of Lifted and an aggregate of $350,000 being paid by the Company to GJacobs and WJacobs upon December 1, 2020, but such payments were not timely made, and pursuant to the Amendment No. 1 such aggregate of $700,000 of compensation was deferred and made due and payable by the Company to GJacobs and WJacobs together with interest accrued at the rate of 2% annually commencing January 1, 2021, upon demand by GJacobs and WJacobs, and through the date of the Omnibus Agreement only $58,439 of such deferred compensation had been paid to GJacobs (the remaining unpaid deferred compensation together with accrued interest is hereby referred to as the “Deferred Compensation”). Pursuant to the Omnibus Agreement, the Deferred Compensation was paid by the Company to GJacobs and WJacobs in January 2022. As such, at December 31, 2021, there was $441,562 in management bonus payable to GJacobs. As of December 31, 2021, there was also total interest of $9,269 payable to Gerard M. Jacobs related to the Delayed December 1, 2020 Cash Bonus to Gerard M. Jacobs and the bonus payable for closing on the Company ’ In comparison, at December 31, 2020, there was a management bonus payable of $250,000 owed to the Company’s CEO Gerard M. Jacobs; there were no other payables owed to Gerard M. Jacobs. Amounts Owed to William C. “ Jacobs As described above, the Compensation Agreement contemplated an aggregate of $350,000 being paid by the Company to GJacobs and WJacobs upon the closing of the Company’s acquisition of Lifted and an aggregate of $350,000 being paid by the Company to GJacobs and WJacobs upon December 1, 2020, but such payments were not timely made, and pursuant to the Amendment No. 1 such aggregate of $700,000 of compensation was deferred and made due and payable by the Company to GJacobs and WJacobs together with interest accrued at the rate of 2% annually commencing January 1, 2021, upon demand by GJacobs and WJacobs, and through the date of the Omnibus Agreement only $58,439 of such deferred compensation had been paid to GJacobs (the remaining unpaid deferred compensation together with accrued interest is hereby referred to as the “Deferred Compensation”). Pursuant to the Omnibus Agreement, the Deferred Compensation was paid by the Company to GJacobs and WJacobs in January 2022. Moreover, pursuant to the Omnibus Agreement and simultaneously with such payment of the Deferred Compensation as set out above, the Company paid WJacobs a bonus of $300,000 in January 2022. As such, at December 31, 2021, there was $500,000 in management bonus payable to WJacobs. As of December 31, 2021, there was also total interest of $4,000 payable to William C. “ “ ’ In comparison, at December 31, 2020, there was a management bonus payable of $100,000 owed by the Company to William C. “ “ 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 “ On December 30, 2021, LIFD repaid all principal and interest due under the $3,750,000 promissory note between Nicholas S. Warrender and LIFD dated February 24, 2020 that was a portion of the Merger Consideration paid by LIFD to Nicholas S. Warrender under the Merger Agreement. Pursuant to the terms of that promissory note, the unpaid balance of the note accrued interest at the rate of 2% per annum. On December 30, 2021, Nicholas S. Warrender kept $1,000,000 of the repayment, plus accrued interest, and on January 3, 2022, reloaned $2,750,000 back to LIFD at the rate of 2.5%. See “$2,750,000 Promissory Note between LFTD Partners Inc., Lifted Liquids, Inc and Nicholas S. Warrender Amount Owed to Warrender Enterprise Inc. As of December 31, 2021, $4,607 was owed by Lifted to Warrender Enterprise Inc., an affiliate of Nicholas S. Warrender; this was related to an income tax refund deposited into Lifted’s account. Lifted did not owe any money to Warrender Enterprise Inc. at December 31, 2020. Transactions with Related Parties Transactions with Corner Vapory LLC Nicholas S. Warrender is a 50% owner in Corner Vapory LLC. Corner Vapory LLC owns a vape shop (called Corner Vapory), and Canna Vita, a CBD shop, both located in Kenosha, Wisconsin. The other owners of Corner Vapory LLC consist of Lifted’s Director of Operations and his wife. During the year ended December 31, 2021, Corner Vapory LLC purchased $45,599 worth of products from Lifted, and Lifted recorded a receivable of $22,000 from Corner Vapory LLC as of December 31, 2021. In comparison, during the year ended December 31, 2020, Corner Vapory LLC purchased $19,203 worth of products from Lifted, and Lifted recorded a receivable of $1,839 from Corner Vapory LLC as of December 31, 2020. Corner Vapory LLC is provided distributor pricing, similar to many other stores that are customers of Lifted. Transactions with 95th Holdings, LLC 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. From June 1, 2021 through November 2021, Lifted leased 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. Lifted ’ “ th “ 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 “ “ 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 ’ ’ Landlord is an entity owned by Nicholas S. Warrender, the Company ’ th During the year ended December 31, 2021, Lifted paid $68,889 in rent to 95 th Under the terms of the Omnibus Agreement, Lifted is obligated to purchase the Premises from Landlord on or before December 31, 2022 for a fixed purchase price of $1,375,000. Transactions with Liquid Event Marketing Liquid Event Marketing is a company owned by Lifted ’ Financing Warrants As of December 31, 2018, a total of $30,791 had been borrowed by LIFD on such terms, and warrants to purchase 25,000 shares of common stock of LIFD had been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of LIFD 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 LIFD ’ 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 LIFD 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 LIFD 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 LIFD 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 $8,439 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 $8,439 to pay for the aggregate cost of purchasing and exercising the above warrants. |
DISTRIBUTIONS TO NICHOLAS S WAR
DISTRIBUTIONS TO NICHOLAS S WARRENDER | 12 Months Ended |
Dec. 31, 2021 | |
DISTRIBUTIONS TO NICHOLAS S WARRENDER | |
DISTRIBUTIONS TO NICHOLAS S WARRENDER | NOTE 9 – 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. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS EQUITY | |
SHAREHOLDERS EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY Cancellation of Shares of Common Stock ’ Prior to the closing of the Purchase, Ghourdjian and the Ghourdjian Trust orally expressed uncertainty as to whether or not certain of the Shares totaling 166,888 shares (the “166,888 Shares”) had already been orally sold by Ghourdjian and the Ghourdjian Trust to a third party. With Ghourdjian and the Ghourdjian Trust being unable to find any evidence of such a sale of the 166,888 Shares but also being unable to locate the physical stock certificates evidencing the 166,888 Shares, the Settlement Agreement was written so that the Company purchased from Ghourdjian and the Ghourdjian Trust all of the Shares owned by Ghourdjian or by the Ghourdjian Trust, and stipulated that the aggregate number of the Shares without the 166,888 Shares was a minimum of 690,796 shares (the “690,796 Shares”). At the closing of the Purchase, the Company paid $50,000 for the Shares and Ghourdjian and the Ghourdjian Trust delivered to the Company certificates evidencing the 690,796 Shares. The 166,888 Shares continued to be shown on the books of Colonial Stock Transfer as being owned by Ghourdjian and the Ghourdjian Trust. On April 2, 2020 the 166,888 Shares were cancelled. Issuance of Series A Convertible Preferred Stock The Company has authorized 400,000 shares of its Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted into 100 shares of common stock. The Series A Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series A Convertible Preferred Stock dividends are cumulative. The Series A Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Convertible Preferred Stock have no voting rights. The holders of the Series A Convertible Preferred Stock shall have voluntary conversion rights. Shares of Series A Convertible Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days. Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A 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 March 11, 2022, 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 December 31, 2021 and December 31, 2020, the Company has accrued a liability of $11,296 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 years ended December 31, 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. All of the issuances of securities described above were restricted share issuances and deemed to be exempt from registration in reliance on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. Each investor represented that they were accredited investors, as defined in Rule 501 of Regulation D and, there was no general solicitation or general advertising used to market the securities. We made available to each investor disclosure of all aspects of our business, including providing the investor with press releases, access to our auditors, and other financial, business, and corporate information. All securities issued were restricted with an appropriate restrictive legend on certificates for notes and warrants issued stating that the securities (and underlying shares) have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom. Issuance of Series B Convertible Preferred Stock The Company has authorized 5,000,000 shares of its Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock may be converted into one shares of common stock. The Series B Convertible Preferred Stock accrues dividends at the rate of 3% annually. The accrued Series B Convertible Preferred Stock dividends are cumulative. The Series B Convertible Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $7.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series B Convertible Preferred Stock have no voting rights. The holders of the Series B Convertible Preferred Stock shall have voluntary conversion rights. Shares of Series B Convertible Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $9.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days. Between July 24, 2019 and December 5, 2019, the Company accepted subscriptions from accredited investors to purchase 100,000 shares of newly issued Series B 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 March 11, 2022, 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 December 31, 2021 and December 31, 2020, the Company has accrued a liability of $1,796 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 year ended December 31, 2021 and 2020, a total of $11,844 and $15,000 respectively, of cash dividends were paid to the Series B Convertible Preferred Stock holders. All of the issuances of securities described above were restricted share issuances and deemed to be exempt from registration in reliance on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. Each investor represented that they were accredited investors, as defined in Rule 501 of Regulation D and, there was no general solicitation or general advertising used to market the securities. We made available to each investor disclosure of all aspects of our business, including providing the investor with press releases, access to our auditors, and other financial, business, and corporate information. All securities issued were restricted with an appropriate restrictive legend on certificates for notes and warrants issued stating that the securities (and underlying shares) have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom. Share-Based Compensation No stock compensation expense of was recognized during the year ended December 31, 2021. In comparison, 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. “ “ “ “ The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2021 and changes during the year then ended: Weighted-Average Weighted-Average Remaining Contractual Aggregate 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 Options Expired During Q3 2021 10,000 Warrants Exercised During Q4 2021 25,000 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2021 2,932,198 $ 3.51 3.04 $ 3,496,311 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2021 4,927,198 $ 3.31 3.05 $ 6,646,311 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. Stock Buy-back Transactions with a Non-Affiliate Stockholder and Retirement of 72,000 Shares of Common Stock Held in Treasury On November 24, 2020, LFTD Partners 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 were held in treasury until August 31, 2021, which is when the Company retired them. The retirement of these shares was accounted for under the cost method of accounting. 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 were held in treasury until August 31, 2021, which is when the Company retired them. 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 $8,439 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 $8,439 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. Exercise of Option by a Non-Affiliated Shareholder On December 7, 2021, a non-affiliated shareholder of the Company exercised a warrant to purchase 25,000 shares of unregistered common stock of the Company at an exercise price of $0.01 per share, which he paid. |
CONTINGENT CONTRACTUAL OBLIGATI
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | |
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | NOTE 11 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Operating and Finance Lease Right-of-Use Assets “ “ “ Lifted does not own any physical properties. Lease of Building Located at 5511 95th 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 Landlord is an entity owned directly or indirectly by NWarrender, the Company’s Vice Chairman and COO, the CEO of Lifted, and the largest stockholder of the Company as the beneficial owner of 3,900,455 shares of common stock of the Company. 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, NWarrender is able to benefit through his ownership of Landlord by Landlord’s receiving rent and eventually selling the Premises to Lifted. Lifted constructed improvements to the Premises including a clean room, and gradually moved into the 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 Omnibus Agreement, Lifted is obligated to purchase the Premises from Landlord on or before December 31, 2022 for a fixed purchase price of $1,375,000. As a result, as of December 31, 2021, the Company modified its methodology for accounting of this finance lease (the "Modification Date"), such that the only liability recognized as of December 31, 2021 was a current (within one year) liability, and there was no long-term liability recognized. An immaterial loss on lease modification of $1,446 was also recognized as of the Modification Date. The Finance Lease Right-of-Use Asset value was reduced to reflect the fixed purchase price agreed to under the Omnibus Agreement. The Finance Lease Right-of-Use Asset will be amortized over its useful life (39 years) on a prospective basis from the Modification Date. That is, the Finance Lease Right-of-Use Asset was previously amortized over the lease term, but given mandatory purchase by December 31, 2022, the Finance Lease Right-of-Use Asset will be amortized over 39 years starting on the Modification Date. Lease of Space Located at 8920 58th Place, Suite 850, Kenosha, Wisconsin On September 23, 2021, Lifted 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 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 Lease of Space Located at 8910 58th Place, Suites 600 and 700, Kenosha, Wisconsin On November 17, 2021, Lifted entered into a Lease Agreement (the “Second 58 th th The term of the Second 58 th th th th Under the terms of the Second 58 th Rent Schedule Date Base Monthly Rent 01/01/2022 – 12/31/2022 $ 4,000.00 01/01/2023 – 12/31/2023 $ 4,120.00 01/01/2024 – 12/31/2024 $ 4,243.60 01/01/2025 – 12/31/2025 $ 4,370.91 01/01/2026 – 12/31/2026 $ 4,502.34 Lifted will also be responsible for paying its proportionate share of real estate taxes and other operating costs. 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. From June 1, 2021 through November 2021, Lifted leased 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. Third Party Facilities From time to time, the Company maintains inventory at third party copacker facilities around the USA. Balance Sheet Classification of Operating Lease Assets and Liabilities Asset Balance Sheet Line December 31, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $6,807 in 2021 and $35,650 in 2020 Non-Current Assets $ 76,412 Liability Balance Sheet Line December 31, 2021 Operating Lease Liabilities Current Liabilities $ 26,047 Non-Current Liabilities $ 50,583 Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line December 31, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $252,876 in 2021 and $0 in 2020 Non-Current Assets $ 1,227,532 Liability Balance Sheet Line December 31, 2021 Finance Lease Liabilities Current Liabilities $ 1,262,260 Lease Costs The table below summarizes the components of lease costs for the following periods: Lease Cost: Three Months Ended Dec. 31, 2021 Year Ended Dec. 31, 2021 Year Ended Dec. 31, 2020 Finance lease expense: Amortization of Right-of-Use Assets $ 12,337 $ 49,347 $ - Interest on lease liabilities 13,152 52,825 - Operating lease expense 7,405 15,405 19,200 Total $ 32,894 $ 117,577 $ 19,200 As described in Note 1, a portion of monthly overhead costs such as lease expense are allocated to finished goods. Maturity Analysis as of December 31, 2021 Maturity Analysis as of December 31, 2021 Finance Operating 2022 $ 1,274,172 $ 28,966 2023 - 29,835 2024 - 22,876 2025 - - 2026 - - Thereafter - - Total 1,274,172 81,676 Less: Present value discount (11,912 ) (5,047 ) Lease liability $ 1,262,260 $ 76,630 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 ’ Amounts Payable to Gerard M. Jacobs and William C. Jacobs Please refer to the section “ Impact of the Merger on Gerard M. Jacobs’ and William C. “Jake” Jacobs’ Compensation Agreement ITEM 1. BUSINESS Amounts Owed to Gerard M. Jacobs” Amounts Owed to William C. “ Jacobs NOTE 8 – RELATED PARTY TRANSACTIONS Amount Payable to Warrender Enterprise Inc. Please refer to the section “ Amount Owed to Warrender Enterprise Inc. ” NOTE 8 – RELATED PARTY TRANSACTIONS 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 ’ ’ ’ ’ “ As mentioned in NOTE 8 – RELATED PARTY TRANSACTIONS ’ As mentioned in NOTE 8 – RELATED PARTY TRANSACTIONS ’ Bonus to Lifted’s Chief Strategy Officer Lifted’s Chief Strategy Officer hired on July 1, 2021 has developed and implemented certain important strategies which have assisted Lifted’s efforts to increase its production, fulfillment and sales capabilities. This employee’s two-year agreement with Lifted entitles such Chief Strategy Officer to be paid an annual salary of 180,000 plus a bonus equal to 5% of total net sales for Lifted in excess of $6,000,000 per quarter. At December 31, 2021, the bonus payable to the Chief Strategy Officer totaled $339,510. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2021 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | NOTE 12 – LEGAL PROCEEDINGS The Company 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 – ’ ’ ’ On February 1, 2022, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: (1) Lifted Liquids, Inc. v. Monkey Bones Distribution LLC (United States Circuit Court for Kenosha County of the State of Wisconsin; Civil Case No. 2021 CV 001196). Preparing a Complaint Lifted is in the process of preparing a complaint against a distributor for the non-payment of certain product. During 2020, Lifted entered into settlement agreements that were mutually acceptable to the parties which have resolved the following four lawsuits: (1) Mile High Labs, Inc., Plaintiff, v. Warrender Enterprise, Inc. d/b/a Lifted Liquids, Defendant (United States District Court for the District of Colorado; Civil Case No. 1:19-cv-02495-NYW); and (2) Accelerated Analytical, Inc., et al. v. Lifted Liquids, Inc. d/b/a Lifted Made, et al., Case No. 3:20-cv-442-wmc (United States District Court for the Western District of Wisconsin). (3) Lifted Liquids, Inc., Plaintiff, v. Luxvoni LLC d/b/a Luxvoni Marketing Solutions; Does I through X, inclusive; and Roe Business Entities I through X, inclusive, Defendants (United States District Court for Clark County, Nevada; Civil Case No. A-20-817416-C) (4) Warrender Enterprise, Inc. d/b/a Lifted Liquids, a Wisconsin corporation, Plaintiff, v. Merkabah Labs, LLC, a Colorado limited liability company; Merkabah Technologies, LLC, a Colorado limited liability company; Ryan Puddy, an individual; and Ralph L. Taylor III, an individual, Defendants (United States District Court for the District of Colorado; Civil Action No. 1:20-cv-00155-SKC) As a result of the settlement agreements, the Company incurred aggregate settlement costs of $97,000. |
WIDE MANAGEMENT BONUS POOL
WIDE MANAGEMENT BONUS POOL | 12 Months Ended |
Dec. 31, 2021 | |
WIDE MANAGEMENT BONUS POOL | |
WIDE MANAGEMENT BONUS POOL | NOTE 13 – 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. “ “ 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. The company-wide Bonus Pool for 2021 shall be $1,559,334 (the “Modified 2021 Bonus Pool Amount”), which is the aggregate amount that has already been accrued for in LIFD’s financial statements covering the period from January 1, 2021 through September 30, 2021. Pursuant to the Amended Omnibus Agreement, the 2022 company-wide bonus pool shall not be allowed to be accrued or paid by LIFD if and to the extent that doing so would decrease LIFD’s 2022 diluted earnings per share of common stock below $0.56 per share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 14 – INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduced the U.S. federal statutory tax rate, broadened the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, limited the ability of U.S. corporations to deduct interest expense, and transitioned to a territorial tax system which allows for the repatriation of foreign earnings to the U.S. with a 100% federal dividends received deduction prospectively. In addition, the Tax Act required a one-time transitional tax on foreign cash equivalents and previously unremitted earnings. Several of the new provisions enacted as part of the Tax Act require clarification and guidance from the U.S. Internal Revenue Service (“IRS”) and Treasury Department. These or other changes in U.S. tax laws could impact our profits, effective tax rate, and cash flows. Significant components on the Company’s income tax provision (benefit) for continuing operations is as follows: For the Years Ended December 31, 2021 2020 Current Domestic-Federal $ 1,080,572 $ - Domestic-State 618,341 - Foreign - - 1,698,913 - Deferred Domestic-Federal (257,461 ) - Domestic-State (74,090 ) - Foreign - - (331,551 ) - Total Provision (Benefit) for Income Taxes $ 1,367,362 $ - The Company currently believes that all significant filing positions are highly certain and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s tax returns are subject to examination for the years ended December 31, 2016 through 2021. A reconciliation of the amount of tax provision (benefit) computed using the U.S. federal statutory income tax rate to the provision (benefit) for income taxes on continuing operations is as follows: For the Years Ended December 31, 2021 2020 Domestic-Federal $ 1,505,142 $ (306,805 ) State tax benefit, net of federal benefit 433,140 - Non-deductible expenses 7,529 1,578 Revision of prior years’ deferred tax assets (20,979 ) (38,556 ) Change in estimated future income tax rates (609,673 ) - Change in valuation allowance 52,203 343,783 Total Provision (Benefit) for Income Taxes $ 1,367,362 $ - During the year ended December 31, 2021, net deferred tax assets increased by $609,673 due to the inclusion of state income taxes in the effective income tax rate used to measure deferred tax assets and liabilities. Deferred tax assets and liabilities as of December 31, 2021 and December 31, 2020 were as follows: December 31, 2021 2020 Deferred Tax Assets: Stock-based compensation $ 2,714,410 $ 2,109,604 Operating loss carry forwards - 527,061 Accrued Related Party Expenses 259,463 - Impairment of SmplyLifted Note and Other Receivables 105,124 - Allowance for Doubtful Accounts 64,661 25,542 Other 8,725 - Less: Valuation allowance (2,714,410 ) (2,662,207 ) Total Deferred Tax Assets 437,973 - Deferred Tax Liabilities: Depreciation & Amortization (105,143 ) - Other (1,279 ) - Total Deferred Tax Liabilities (106,422 ) - Net Deferred Tax Assets $ 331,551 $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS $2,750,000 Promissory Note On December 30, 2021, the Company repaid all principal and interest due under the $3.75M Promissory Note dated February 24, 2020 payable by the Company to NWarrender that was a portion of the Merger Consideration paid by the Company to NWarrender under the Merger Agreement. Pursuant to the terms of the $3.75M Promissory Note, the unpaid balance of the note accrued interest at the rate of 2% per annum. NWarrender kept $1,000,000 of the repayment of the $3.75M Promissory Note, plus accrued interest, and on January 3, 2022, reloaned $2,750,000 to LIFD and Lifted (collectively “Payors”) at the rate of 2.5% (the “$2,750,000 Promissory Note”). The $2,750,000 Promissory Note payable jointly by the Company and Lifted to NWarrender is secured by a perfected first lien security interest (the “Security Interest”) that encumbers all of the assets of the Company and Lifted. The Company is obligated to pay off the principal of the $2,750,000 Promissory Note in five semi-annual payments to NWarrender of $458,333 and a sixth and final semi-annual payment to NWarrender of $458,335, in each case plus accrued interest, starting on June 30, 2022. If the Company is able to raise additional capital via borrowing or the sale of equity securities of the Company the Company will be obligated to prepay all remaining principal and all accrued interest on the $2,750,000 Promissory Note to NWarrender within two business days following the closing of any debt or equity capital raise by Payors following the date of the $2,750,000 Promissory Note in the amount of $8,000,000 or more. Payment of Deferred Compensation pursuant to the Amended Compensation Agreement The Compensation Agreement contemplated an aggregate of $350,000 being paid by LIFD to Gerard M. Jacobs and William C. Jacobs upon the closing of LIFD’s acquisition of Lifted and an aggregate of $350,000 being paid by LIFD to Gerard M. Jacobs and William C. Jacobs upon December 1, 2020, but such payments were not timely made, and pursuant to the Amendment No. 1 such aggregate of $700,000 of compensation was deferred and made due and payable by LIFD to Gerard M. Jacobs and William C. Jacobs together with interest accrued at the rate of 2% annually commencing January 1, 2021, upon demand by Gerard M. Jacobs and William C. Jacobs, and to date only $58,439 of such deferred compensation has been paid to date to Gerard M. Jacobs (the remaining unpaid deferred compensation together with accrued interest is hereby referred to as the “Deferred Compensation”). Pursuant to the Omnibus Agreement, the Deferred Compensation was paid by LIFD to Gerard M. Jacobs and William C. Jacobs on January 6, 2022 and January 10, 2022, respectively. Payment of $300,000 Bonus to William C. Jacobs Pursuant to the Omnibus Agreement and simultaneously with such payment of the Deferred Compensation as set out above, LIFD paid William C. Jacobs a bonus of $300,000 on January 10, 2022. Lifted’s Hiring of Robert T. Warrender II In January 2022, Lifted hired Robert T. Warrender II, NWarrender’s father, as an employee. Settlement On February 1, 2022, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: (1) Lifted Liquids, Inc. v. Monkey Bones Distribution LLC (United States Circuit Court for Kenosha County of the State of Wisconsin; Civil Case No. 2021 CV 001196) Preparing a Complaint Lifted is in the process of preparing a complaint against a distributor for the non-payment of certain product. SmplyLifted LLC Prior to February 9, 2022, Lifted Made had a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). On February 9, 2022, Lifted Made signed an Agreement to sell its 50% membership interest in SmplyLifted LLC to Corner Vapory LLC, an affiliate of NWarrender, CEO of Lifted, for $1, plus ninety-nine percent (99%) of any and all payments and other consideration received or owed to Corner Vapory LLC in regard to SmplyLifted’s existing inventory of FR3SH brand tobacco-free nicotine pouches. Lifted has the option to re-purchase the 50% membership interest in SmplyLifted LLC from Corner Vapory LLC for $1,000 in cash at any time on or before December 31, 2032. Entry into a Material Definitive Agreement On February 14, 2022, Nicholas S. Warrender, our Vice Chairman and COO, Gerard M. Jacobs, our Chief Executive Officer, William C. Jacobs, our Chief Financial Officer (together the “Parties”) and LFTD Partners, entered into an agreement (the “Amended Omnibus Agreement”) that amends in part the Agreement dated as of December 30, 2021 entered into by and among LFTD Partners Inc., the Parties, Lifted Liquids, Inc. d/b/a Lifted Made and 95th Holdings, LLC (the “Omnibus Agreement”). The Amended Omnibus Agreement (1) terminates the right for the Parties to receive bonus compensation in regard to 2021 that is in excess of the Modified 2021 Bonus Pool Amount of $1,556,055 set out in the Omnibus Agreement; (2) places a cap on the 2022 company-wide bonus pool such that the 2022 company-wide bonus pool shall not be allowed to be accrued or paid by LIFD if and to the extent that doing so would decrease LIFD’s 2022 diluted earnings per share of common stock below $0.56 per share; and (3) the $500,000 of additional bonus set out in the Omnibus Agreement, is now allocated and defined as a retention bonus of $166,666,66 to each of NWarrender, GJacobs and WJacobs to be paid at the end of 2022 so long as each respective executive has not earlier resigned from LFTD Partners. In the negotiation and execution of the Omnibus Agreement and the Amended Omnibus Agreement, LFTD Partners has been represented by the Compensation Committee of the board of directors of LFTD Partners, which consists of LFTD’s four independent board members (the “Compensation Committee”). The Compensation Committee has indicated to management that it believes that the terms and conditions of the Omnibus Agreement and the Amended Omnibus Agreement are in the best interests of LFTD Partners. Exercise of Warrant by a Non-Affiliated Entity On February 19, 2022, an entity non-affiliated with the Company exercised an option to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $1.00 per share, which the entity paid. Stock Buy-back Transactions with a Non-Affiliate Stockholder On March 1, 2022, LFTD Partners signed an agreement to purchase a total of 100,000 shares of common stock of the Company from a non-affiliate stockholder in a private transaction for $1.50 per share for a total purchase price of $150,000. $37,500 of the total purchase price was paid on March 8, 2022, and on that date all 100,000 shares were transferred to the Company and immediately cancelled. The remaining amount owed under the common stock purchase agreement ($112,500) will be paid to the seller according to the following payment schedule: March 16, 2022 $ 37,500 March 30, 2022 $ 37,500 April 13, 2022 $ 37,500 Total $ 112,500 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies (Policies) | |
Basis of Presentation | Basis of Presentation On May 18, 2021, the Company amended its articles of incorporation with the State of Nevada to change its name to LFTD Partners Inc. from Acquired Sales Corp. In connection with the name change to LFTD Partners Inc., the Company filed a required notification with the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization that is involved with the coordination of the clearing, settling and processing of transactions in equity securities, including our common stock. The Company’s name change notification to FINRA included a request for a new stock trading symbol, LSFP, from AQSP, which was granted. On March 15, 2022, we changed our stock trading symbol to LIFD. 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, HHC, THCO, CBDA, CBC, CBG, CBN, and CBD), nicotine, kratom, kava and legal psychedelic products (a “Canna-Infused Products Company”). 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. From time to time, we engage in discussions with potential acquisition targets. To date, we have acquired 100% of the ownership interests in one Canna-Infused Products Company called Lifted Liquids, Inc. d/b/a Lifted Made (formerly Warrender Enterprise Inc. d/b/a Lifted Liquids) (www.LiftedMade.com), Kenosha, Wisconsin (“Lifted Made” or “Lifted”). On April 30, 2019, we also closed on the acquisition of 4.99% of the common stock of each of CBD-infused beverages maker Ablis Holding Company (“Ablis”) (www.AblisCBD.com), and of distilled spirits manufacturers Bendistillery Inc. (“Bendistillery”)and Bend Spirits, Inc. (“Bend Spirits”), all located in Bend, Oregon. Prior to February 9, 2022, Lifted Made had a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). On February 9, 2022, Lifted Made sold its 50% membership interest in SmplyLifted LLC to Corner Vapory LLC. For more information, please refer to NOTE 15 – SUBSEQUENT EVENTS Termination of Letter of Intent relating to the proposed acquisition by the Company of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC On December 15, 2021, the Company, our Chairman and CEO Gerard M. Jacobs (“GJacobs”), our President and CFO William C. “Jake” Jacobs (“WJacobs”), and our Vice Chairman and COO Nicholas S. Warrender (“NWarrender”), 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”), mutually stipulated to terminate the Letter of Intent dated June 15, 2021 that set out the Company’s possible acquisition of Savage, Premier Greens and MKRC. As a result, no acquisition of Savage, Premier Greens or MKRC by the Company will occur. Termination of Letter of Intent relating to the proposed acquisition by the Company of Fresh Farms E-Liquid, LLC On December 16, 2021, the Company, 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”), GJacobs, NWarrender, WJacobs, Wheeler and Winters mutually stipulated to terminate the Letter of Intent dated September 1, 2021 that set out the Company’s possible acquisition of Fresh Farms. As a result, no acquisition of Fresh Farms by the Company will occur. Capital Raise Cash on hand is currently limited, so in order to close future acquisitions, it likely 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. With the assistance of an investment bank, we are currently exploring the possibility of raising $5 million or more through some combination of debt and equity offerings in order to pay off the remaining $2.75 million owed in connection with our acquisition of Lifted, to purchase for $1.375 million the building located at 5511 95 th For more information, please read the information in the section “ITEM 1. BUSINESS” |
Consolidated Financial Statements | Consolidated Financial Statements |
Use of Estimates | Use of Estimates “ ’ |
Cash and Cash Equivalents | Cash and Cash Equivalents “ |
Notes Receivable | Notes Receivable |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification ( “ Level 1 – Level 2 – Level 3 – SmplyLifted LLC, Ablis Holding Company, Bendistillery Inc. and Bend Spirits, Inc. are not publicly traded, and as such their financial instruments are Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Accounts Receivable | Accounts Receivable ’ ’ An Allowance for Doubtful Accounts of $239,101 and $5,743 were recorded at December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, the Company implemented a new policy regarding Allowances for Doubtful Accounts, which is that all accounts receivable older than 90 days at quarter end are accrued for in Allowances for Doubtful Accounts. As described in “ Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement |
Inventory | Inventory December 31, 2021 December 31, 2020 Raw Goods $ 2,927,727 $ 500,657 Finished Goods $ 882,217 $ 140,538 Total Inventory $ 3,809,944 $ 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. At December 31, 2021, $76,277 of overhead costs were allocated to finished goods. In comparison, at December 31, 2020, $12,240 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 During the years ended December 31, 2021 and December 31, 2020, $338,799 and $147,413 in obsolete inventory was written off, respectively. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying finished goods that would no longer be sold or that are slow moving; and 3) Valuing and expensing raw and finished goods that would no longer be sold. Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. |
Security Deposit | Security Deposits ’ The Company has not paid a security deposit for its leased facility located at 5511 95 th The Company has paid security deposits for its leased facilities located at 8920 58 th th State Licensing Deposits |
Revenue | Revenue The Company recognizes revenue in accordance with Accounting Standards Codification 606. The majority of the Company’s sales are of branded products goods to distributors, wholesalers, and end consumers. A minority of the Company’s sales are of raw goods to manufacturers, distributors and wholesalers. The majority of the Company’s sales are to distributors, followed by the Company’s sales to wholesalers, and then the Company’s sales to end consumers. Distributors primarily sell Lifted ’ Typically, the Company ’ ’ 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. Discounts and rebates are to customers are recorded as a reduction to gross sales. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on the Company ’ Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. Historically, the scenarios described above have occurred infrequently, and occurrences have been immaterial. However, during the third quarter of 2020, the Company provided many replacements, and issued refunds or credits to many customers who purchased delta-8-THC gummies that melted in transit, and delta-8-THC nano drops that had separation issues. Disaggregation of Revenue During the quarter and year ended December 31, 2021, approximately 99.9% of the Company ’ 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: Type of Sale February 24, 2020 (Closing on Lifted)-December 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-December 31, 2020 For the year ended December 31, 2021 % of Net Sales During the three months ended December 31, 2021 Net sales of raw materials to customers $ 694,707 13 % $ 476,211 2 % Net sales of products to private label clients $ 1,443,687 27 % $ 3,246,420 10 % Net sales of products to wholesalers $ 1,096,199 21 % $ 4,586,306 15 % Net sales of products to distributors $ 1,982,810 37 % $ 21,661,464 68 % Net sales of products to end consumers $ 126,917 2 % $ 1,686,531 5 % Net Sales $ 5,344,320 100 % $ 31,656,932 100 % Deferred Revenue 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 for invoiced orders, but revenue is not recognized until an order is fully shipped. Accounts receivable includes amounts associated with partially shipped orders, for which the unshipped portion is a contract asset. Contract assets represent invoiced but unfulfilled performance obligations. The table shown below represents the composition of deferred revenue between contract assets (invoiced but unfulfilled performance obligations) and deposits from customers from unfulfilled orders. December 31, 2021 December 31, 2020 Contract Assets (invoiced but unfulfilled performance obligations) $ 1,650,258 $ 1,041,916 Deposits from customers for unfulfilled orders $ 524,135 $ 54,204 Total Deferred Revenue $ 2,174,393 $ 1,096,120 Deferred revenue of $1,096,120 was recognized as of December 31, 2020, the performance obligations related to these orders were fulfilled in 2021, and the related revenue was recognized in 2021. At December 31, 2021, deferred revenue of $2,174,393 was recognized. |
Cost of Goods Sold | Cost of Goods Sold |
Operating Expenses | Operating Expenses |
Income Taxes | Income Taxes |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share For the Year Ended December 31, 2021 2020 2019 Net Income/(Loss) $ 5,799,982 $ (1,534,589 ) $ (1,236,105 ) Weighted average number of common shares outstanding: Basic 11,402,639 5,927,480 2,577,349 Diluted 13,359,837 5,927,480 2,577,349 Basic Net Income (Loss) per Common Share $ 0.50 $ (0.29 ) $ (0.48 ) Diluted Net Income (Loss) per Common Share $ 0.43 $ (0.29 ) $ (0.48 ) As of December 31, 2021, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 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 1,350,000 shares of common stock at $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 1,350,000 shares of common stock at $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, as of December 31, 2020, in addition to our outstanding common stock, we have issued (a) options to purchase 1,151,698 shares of common stock at $2.00 per share, (b) warrants to purchase 403,921 shares of common stock at $1 per share, (c) warrants to purchase 6,000 shares of common stock at $5 per share, (d) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, (e) financing warrants to purchase 31,250 shares of common stock at $0.03 per share, and (f) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. At December 31, 2021, the Company had Series A Preferred Stock outstanding convertible into 575,000 shares of common stock; these are included in the diluted earnings calculation. At December 31, 2021, the Company had Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5/share) was higher than the stock closing price at December 31, 2021 ($4.37/share). At December 31, 2020, the shares into which the outstanding Series A Preferred Stock and Series B Preferred Stock could be converted were excluded from the diluted earnings calculation because they were antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. Because the Company does not currently have any cloud computing arrangements that include a software license, fees associated with any hosting element are expensed as incurred. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is researching what other pronouncements may be applicable to the Company’s accounting and whether or not any other pronouncements should be adopted. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses |
Compensated Absences | Compensated Absences Effective January 1, 2022, certain PTO policies have been adopted by Lifted. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements |
Reclassifications | Reclassifications |
Business Combinations and Consolidated Results of Operations and Outlook | Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. During 2020, the acquisition of Lifted added approximately $4,444 in purchased intangible assets and $22,292,767 in goodwill to the consolidated balance sheet. January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 Shown above are Lifted’s net sales and net earnings for the following two periods: (1) January 1, 2019 through February 24, 2020 (acquisition date) (2) February 24, 2020 (acquisition date) to December 31, 2020 The foregoing disclosures of net sales and net earnings during those periods solely reflects Lifted’s financial results. Prior to its acquisition of Lifted on February 24, 2020, LFTD Partners had no sources of revenue, so the acquisition of Lifted was significant for LFTD Partners. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies (Tables) | |
Schedule of inventory | December 31, 2021 December 31, 2020 Raw Goods $ 2,927,727 $ 500,657 Finished Goods $ 882,217 $ 140,538 Total Inventory $ 3,809,944 $ 641,195 |
Schedule of historical revenue | Type of Sale February 24, 2020 (Closing on Lifted)-December 31, 2020 % of Net Sales During February 24, 2020 (Closing on Lifted)-December 31, 2020 For the year ended December 31, 2021 % of Net Sales During the three months ended December 31, 2021 Net sales of raw materials to customers $ 694,707 13 % $ 476,211 2 % Net sales of products to private label clients $ 1,443,687 27 % $ 3,246,420 10 % Net sales of products to wholesalers $ 1,096,199 21 % $ 4,586,306 15 % Net sales of products to distributors $ 1,982,810 37 % $ 21,661,464 68 % Net sales of products to end consumers $ 126,917 2 % $ 1,686,531 5 % Net Sales $ 5,344,320 100 % $ 31,656,932 100 % |
Schedule of Earnings Per Share, Basic and Diluted | For the Year Ended December 31, 2021 2020 2019 Net Income/(Loss) $ 5,799,982 $ (1,534,589 ) $ (1,236,105 ) Weighted average number of common shares outstanding: Basic 11,402,639 5,927,480 2,577,349 Diluted 13,359,837 5,927,480 2,577,349 Basic Net Income (Loss) per Common Share $ 0.50 $ (0.29 ) $ (0.48 ) Diluted Net Income (Loss) per Common Share $ 0.43 $ (0.29 ) $ (0.48 ) |
Schedule of intangible assets and goodwill | January 1, 2019 - February 24, 2020 (Acquisition Date) (1) February 24, 2020 (Acquisition Date) - December 31, 2020 (2) Net Sales $ 4,450,339 $ 5,344,320 Net Earnings $ 549,999 $ 461,913 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net (Tables) | |
Schedule of Property and Equipment | Asset Class December 31, 2021 December 31, 2020 Machinery & Equipment $ 258,533 $ 103,084 Leasehold Improvements $ 152,985 $ 42,381 Trade Show Booths $ 23,488 $ - Vehicles $ 22,309 $ - Computer Equipment $ 7,312 Furniture & Fixtures $ 46,553 $ 4,288 Sub-total: $ 511,180 $ 149,753 Less: accumulated depreciation $ (77,967 ) $ (14,361 ) $ 433,213 $ 135,392 |
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 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies (Tables) | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | Weighted-Average Weighted-Average Remaining Contractual Aggregate 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 Options Expired During Q3 2021 10,000 Warrants Exercised During Q4 2021 25,000 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2021 2,932,198 $ 3.51 3.04 $ 3,496,311 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2021 4,927,198 $ 3.31 3.05 $ 6,646,311 |
Contingent Contractual Obliga_2
Contingent Contractual Obligations and Commercial Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Contractual Obligations and Commercial Commitments (Tables) | |
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 Date Base Monthly Rent 01/01/2022 – 12/31/2022 $ 4,000.00 01/01/2023 – 12/31/2023 $ 4,120.00 01/01/2024 – 12/31/2024 $ 4,243.60 01/01/2025 – 12/31/2025 $ 4,370.91 01/01/2026 – 12/31/2026 $ 4,502.34 |
Schedule of Operating Lease Assets and Liabilities | Asset Balance Sheet Line December 31, 2021 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $6,807 in 2021 and $35,650 in 2020 Non-Current Assets $ 76,412 Liability Balance Sheet Line December 31, 2021 Operating Lease Liabilities Current Liabilities $ 26,047 Non-Current Liabilities $ 50,583 Balance Sheet Classification of Finance Lease Assets and Liabilities Asset Balance Sheet Line December 31, 2021 Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $252,876 in 2021 and $0 in 2020 Non-Current Assets $ 1,227,532 Liability Balance Sheet Line December 31, 2021 Finance Lease Liabilities Current Liabilities $ 1,262,260 |
Schedule of lease cost | Lease Cost: Three Months Ended Dec. 31, 2021 Year Ended Dec. 31, 2021 Year Ended Dec. 31, 2020 Finance lease expense: Amortization of Right-of-Use Assets $ 12,337 $ 49,347 $ - Interest on lease liabilities 13,152 52,825 - Operating lease expense 7,405 15,405 19,200 Total $ 32,894 $ 117,577 $ 19,200 |
Schedule of lease liability | Maturity Analysis as of December 31, 2021 Finance Operating 2022 $ 1,274,172 $ 28,966 2023 - 29,835 2024 - 22,876 2025 - - 2026 - - Thereafter - - Total 1,274,172 81,676 Less: Present value discount (11,912 ) (5,047 ) Lease liability $ 1,262,260 $ 76,630 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies (Tables) | |
Schedule of Provision for income taxes | For the Years Ended December 31, 2021 2020 Domestic-Federal $ 1,505,142 $ (306,805 ) State tax benefit, net of federal benefit 433,140 - Non-deductible expenses 7,529 1,578 Revision of prior years’ deferred tax assets (20,979 ) (38,556 ) Change in estimated future income tax rates (609,673 ) - Change in valuation allowance 52,203 343,783 Total Provision (Benefit) for Income Taxes $ 1,367,362 $ - |
Schedule of Effective Income Tax Rate Reconciliation | For the Years Ended December 31, 2021 2020 Current Domestic-Federal $ 1,080,572 $ - Domestic-State 618,341 - Foreign - - 1,698,913 - Deferred Domestic-Federal (257,461 ) - Domestic-State (74,090 ) - Foreign - - (331,551 ) - Total Provision (Benefit) for Income Taxes $ 1,367,362 $ - |
Schedule of Deferred Tax Assets | December 31, 2021 2020 Deferred Tax Assets: Stock-based compensation $ 2,714,410 $ 2,109,604 Operating loss carry forwards - 527,061 Accrued Related Party Expenses 259,463 - Impairment of SmplyLifted Note and Other Receivables 105,124 - Allowance for Doubtful Accounts 64,661 25,542 Other 8,725 - Less: Valuation allowance (2,714,410 ) (2,662,207 ) Total Deferred Tax Assets 437,973 - Deferred Tax Liabilities: Depreciation & Amortization (105,143 ) - Other (1,279 ) - Total Deferred Tax Liabilities (106,422 ) - Net Deferred Tax Assets $ 331,551 $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
Payment Schedule | March 16, 2022 $ 37,500 March 30, 2022 $ 37,500 April 13, 2022 $ 37,500 Total $ 112,500 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent Contractual Obligations and Commercial Commitments (Tables) | ||
Raw Goods | $ 2,927,727 | $ 500,657 |
Finished Goods | 882,217 | 140,538 |
Total Inventory | $ 3,809,944 | $ 641,195 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies Disaggregation of Revenue (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net sales | $ 5,344,320 | $ 31,656,932 | $ 5,344,320 | $ 0 |
Percentage of net sales | 100.00% | 100.00% | ||
Wholesalers [Member] | ||||
Net sales | $ 1,096,199 | $ 4,586,306 | ||
Percentage of net sales | 21.00% | 15.00% | ||
Private Label Clients [Member] | ||||
Net sales | $ 1,443,687 | $ 3,246,420 | ||
Percentage of net sales | 27.00% | 10.00% | ||
Customer [Member] | ||||
Net sales | $ 694,707 | $ 476,211 | ||
Percentage of net sales | 13.00% | 2.00% | ||
Distributors [Member] | ||||
Net sales | $ 1,982,810 | $ 21,661,464 | ||
Percentage of net sales | 37.00% | 68.00% | ||
End Consumers [Member] | ||||
Net sales | $ 126,917 | $ 1,686,531 | ||
Percentage of net sales | 2.00% | 5.00% |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies Deferred Revenue (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent Contractual Obligations and Commercial Commitments (Tables) | ||
Contract Assets (invoiced but unfulfilled performance obligations) | $ 1,650,258 | $ 1,041,916 |
Deposits from customers for unfulfilled orders | 524,135 | 54,204 |
Total Deferred Revenue | $ 2,174,393 | $ 1,096,120 |
Basis of Presentation and Sig_7
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 | 12 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | |||||||||
Net Income/(Loss) | $ 1,349,292 | $ 2,236,179 | $ 1,596,154 | $ 618,359 | $ 549,331 | $ 95,823 | $ 5,799,982 | $ (1,534,589) | $ (1,236,105) |
Weighted average number of basic share outstanding | 11,402,639 | 5,927,480 | 2,577,349 | ||||||
Weighted average number of diluted shares outstanding | 13,359,837 | 5,927,480 | 2,577,349 | ||||||
Basic net income/loss per share | $ 0.50 | $ (0.29) | $ (0.48) | ||||||
Diluted net income/loss per share | $ 0.43 | $ (0.29) | $ (0.48) |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies Intangible Assets and Goodwill (Details) - USD ($) | 10 Months Ended | 14 Months Ended |
Dec. 31, 2020 | Feb. 24, 2020 | |
Contingent Contractual Obligations and Commercial Commitments (Tables) | ||
Net Sales | $ 5,344,320 | $ 4,450,339 |
Net Earnings | $ 461,913 | $ 549,999 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 22, 2020 | Apr. 30, 2019 | |
Ownership interests | 50.00% | ||||
FDIC limit | $ 250,000 | ||||
Allowances for bad debts | 239,101 | $ 5,743 | |||
Fixed Assets capitalized | 2,500 | ||||
Deferred revenue | 2,174,393 | 1,096,120 | |||
Cost of goods sold | 338,799 | 147,413 | |||
Inventory write down | 338,799 | 147,413 | |||
Operating expense | $ 8,160,290 | 3,455,258 | $ 1,262,931 | ||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 575,000 | ||||
Stock issued for cash , Value | $ 40,000 | ||||
Advertising and Marketing Expenses | 337,044 | 115,102 | $ 6,126 | ||
Finished goods | $ 76,277 | $ 12,240 | |||
Warrant Two [Member] | |||||
Unvested warrants | 645,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,295,000 | 2,295,000 | |||
Warrants vested | 1,650,000 | ||||
Stock Option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,076,698 | 1,151,698 | |||
Warrant One [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 205,500 | 403,921 | |||
Warrant Three [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,350,000 | 2,625,000 | |||
Warrants vested | 1,250,000 | ||||
Warrant Four [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,000 | ||||
Financing Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,250 | ||||
Lifted Merger Agreement [Member] | |||||
Promissory note | $ 2,750,000 | ||||
Ablis | |||||
Ownership interests | 4.99% | ||||
Bendistillery | |||||
Ownership interests | 4.99% | ||||
SmplyLifted LLC | |||||
Ownership interests | 50.00% | 50.00% |
Receipt Of Loans Under The Ec_2
Receipt Of Loans Under The Economic Injury Disaster Loan Program And Paycheck Protection Program (Details Narative) - USD ($) | Apr. 14, 2020 | Apr. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued interest | $ 1,443 | $ 1,074 | ||
EIDL [Member] | ||||
Repayment of loan | $ 10,000 | |||
Gain on the forgiveness | $ 10,000 | |||
BMO Harris Bank [Member] | ||||
Principal amount | $ 149,622 | |||
Maturity date | Apr. 14, 2022 | |||
Interest rate | 1.00% |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accumulated Deficit | $ (17,141,175) | $ (11,414,602) | |
Prefered stock, dividend rate | 0.03% | ||
Accrued bonus | $ 1,556,055 | ||
Sales [Member] | Five Customers [Member] | |||
Concentration Risk, Percentage | 57.00% | 28.00% | |
Supplies | Five Vendors [Member] | |||
Concentration Risk, Percentage | 61.00% | 54.00% | |
Subsequent Event [Member] | GJacobs [Member] | |||
Accrued bonus | $ 166,667 | ||
Subsequent Event [Member] | WJacobs [Member] | |||
Accrued bonus | 166,667 | ||
Nicholas S Warrender [Member] | |||
Financial obligations | $ 2,750,000 | ||
Promisssory note | $ 2,750,000 | ||
Promissory note accruing interest percentage | 2.50% | ||
Semi annual principal payment | $ 458,333 | ||
Semi anuual principal payment and accrued interest | 458,335 | ||
Nicholas S Warrender [Member] | Subsequent Event [Member] | |||
Accrued bonus | $ 166,666 | ||
Nicholas S Warrender [Member] | Omnibus Agreement [Member] | |||
Obligation to purchase | $ 1,375,000 |
The Companys Investments (Detai
The Companys Investments (Details Narrative) - USD ($) | Dec. 31, 2021 | Sep. 22, 2020 | Apr. 30, 2019 |
Investment | $ 200,000 | ||
Ownership interests | 50.00% | ||
Bendistillery | |||
Ownership interests | 4.99% | ||
Purchse price | $ 1,896,200 | ||
SmplyLifted LLC | |||
Ownership interests | 50.00% | 50.00% |
Property and Equipment Net (Det
Property and Equipment Net (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net (Tables) | |||
Depreciation expense | $ 65,651 | $ 14,995 | $ 0 |
Property and Equipment Net Prop
Property and Equipment Net Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Gross Property and equipment | $ 511,180 | $ 149,753 |
Less: Accumulated depreciation | (77,967) | (14,361) |
Net property and equipment | 433,213 | 135,392 |
Vehicles [Member] | ||
Gross Property and equipment | 22,309 | 0 |
Computer Equipment [Member] | ||
Gross Property and equipment | 7,312 | |
Machinery and Equipment [Member] | ||
Gross Property and equipment | 258,533 | 103,084 |
Leasehold Improvements [Member] | ||
Gross Property and equipment | 152,985 | 42,381 |
Trade Show Booth [Member] | ||
Gross Property and equipment | 23,488 | 0 |
Furniture and Fixtures [Member] | ||
Gross Property and equipment | $ 46,553 | $ 4,288 |
Property and Equipment Net Esti
Property and Equipment Net Estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Vehicles [Member] | |
Estimated Useful Life | 60 years |
Computer Equipment [Member] | |
Estimated Useful Life | 60 years |
Machinery and Equipment [Member] | |
Estimated Useful Life | 60 years |
Trade Show Booth [Member] | |
Estimated Useful Life | 36 years |
Furniture and Fixtures [Member] | |
Estimated Useful Life | 60 years |
Leasehold Improvements [Member] | |
Estimated Useful Life | 60 years |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Aug. 08, 2019 | Sep. 01, 2015 | Dec. 31, 2019 | Jul. 31, 2014 | Mar. 31, 2020 | Jul. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Jul. 14, 2014 |
Imputed interest receivable | $ 580 | $ 17 | |||||||||
Loan to SmplyLifted LLC | 387,500 | 293,750 | |||||||||
Bad debt expense | 380,621 | 124,802 | $ 0 | ||||||||
Accrued interest | $ 9,269 | 0 | |||||||||
CBD Lion | |||||||||||
Imputed interest receivable | 2,112 | ||||||||||
Advances | $ 168,500 | ||||||||||
Bad debt expense | $ 2,006 | ||||||||||
Loan | $ 300,000 | ||||||||||
Interest rate | 6.00% | ||||||||||
Payment of loan | 200,000 | ||||||||||
Accrued interest | $ 6,945 | ||||||||||
Reimbursement of professional fees | $ 31,500 | ||||||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | |||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||||
Note receivable payment | $ 602,500 | $ 135,350 | |||||||||
Advances | 600,000 | ||||||||||
Note Receivable | $ 737,850 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||||||||
Bad debt expense | $ 737,850 | ||||||||||
William Noyes Webster Foundation Inc | Interest receivable [1] | |||||||||||
Bad debt expense | $ 97,427 | ||||||||||
William Noyes Webster Foundation Inc | Unfunded Portion of Note | Secured Promissory Note | |||||||||||
Debt Instrument, Face Amount | $ 897,500 | ||||||||||
William Noyes Webster Foundation Inc | Payment To Consultant | Secured Promissory Note | |||||||||||
Advances | $ 2,500 |
Intangible Assets Net (Details
Intangible Assets Net (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Intangible Assets Net (Details Narrative) | ||
Amortization expenses | $ 1,390 | $ 3,058 |
Finite-Lived Intangible Asset, Useful Life | 32 years |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) | Jan. 03, 2022USD ($) | Jun. 01, 2021integer | Jul. 13, 2019 | Mar. 13, 2019USD ($) | Feb. 06, 2019USD ($)shares | Jan. 07, 2019USD ($)shares | Nov. 12, 2018USD ($) | Nov. 08, 2018USD ($) | Jan. 31, 2022USD ($)$ / shares | Dec. 30, 2021USD ($) | Aug. 30, 2021USD ($)shares | Feb. 29, 2020USD ($)shares | Jan. 21, 2019USD ($)shares | Jul. 18, 2018USD ($)shares | Jul. 16, 2018USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)integer$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2022USD ($) | Mar. 31, 2021$ / shares | Jan. 01, 2021 | Dec. 02, 2020USD ($) | Dec. 01, 2020USD ($) | Feb. 24, 2020USD ($) | Dec. 31, 2018USD ($) | Jul. 14, 2014USD ($) |
Shipping Costs | $ 39,569 | $ 220,708 | |||||||||||||||||||||||||
Bonus payable | 350,000 | 350,000 | $ 350,000 | ||||||||||||||||||||||||
Issuance of warrants to purchase common stock | $ 26,773 | 252 | |||||||||||||||||||||||||
Repaid promissory note | $ 3,750,000 | ||||||||||||||||||||||||||
Fixed purchase price | 1,375,000 | ||||||||||||||||||||||||||
Interest Payable - Related Party | 64,110 | 13,269 | 64,110 | ||||||||||||||||||||||||
Bonus payable | $ 1,556,055 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 3.51 | $ 2.37 | |||||||||||||||||||||||||
Warrender Enterprise | |||||||||||||||||||||||||||
Repaid promissory note | $ 1,000,000 | ||||||||||||||||||||||||||
Warrants issued | shares | 1,820,000 | ||||||||||||||||||||||||||
Risk-free interest rates | 2.50% | 0.298% | |||||||||||||||||||||||||
Re-loan | $ 2,750,000 | ||||||||||||||||||||||||||
Due to Related Parties, Current | $ 4,607 | ||||||||||||||||||||||||||
Cash Consideration | $ 3,750,000 | ||||||||||||||||||||||||||
Stock Consideration | shares | 3,900,455 | ||||||||||||||||||||||||||
Warrender Enterprise | Unregistered common stock | |||||||||||||||||||||||||||
Stock Consideration | shares | 645,000 | ||||||||||||||||||||||||||
Financing warrants | |||||||||||||||||||||||||||
Debt Instrument, Payment Terms | (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of LIFD; (2) the borrowings will be evidenced by promissory notes of LIFD, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of LIFD, pursuant to a security agreement signed by LIFD in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to LIFD; (4) the notes shall be due and payable upon demand by the lenders delivered to LIFD; and (5) for each $1,000 loaned by LIFD on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of LIFD, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 30,791 | ||||||||||||||||||||||||||
Secured Promissory Note | William Noyes Webster Foundation Inc | |||||||||||||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||||||||||||
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note | |||||||||||||||||||||||||||
Principal amount | $ 897,500 | ||||||||||||||||||||||||||
Secured Promissory Note | Warrender Enterprise | |||||||||||||||||||||||||||
Cash Consideration | $ 3,750,000 | ||||||||||||||||||||||||||
Robert T Warrender III [Member] | |||||||||||||||||||||||||||
Interest Payable - Related Party | 9,269 | ||||||||||||||||||||||||||
Payment for commission | 69,177 | 0 | |||||||||||||||||||||||||
William C Jacobs | |||||||||||||||||||||||||||
Interest Payable - Related Party | 4,000 | ||||||||||||||||||||||||||
Bonus payable | $ 300,000 | 100,000 | $ 500,000 | 100,000 | $ 100,000 | ||||||||||||||||||||||
Volatility rate | 361.49% | ||||||||||||||||||||||||||
Expected terms | 2 years 6 months | ||||||||||||||||||||||||||
Nicholas S Warrender [Member] | |||||||||||||||||||||||||||
Interest Payable - Related Party | 64,110 | 64,110 | |||||||||||||||||||||||||
Principal amount | $ 3,750,000 | 3,750,000 | |||||||||||||||||||||||||
Nicholas S Warrender [Member] | Promissory Note | |||||||||||||||||||||||||||
Principal amount | $ 3,750,000 | ||||||||||||||||||||||||||
Accruing interest | 2.00% | ||||||||||||||||||||||||||
Nicholas S Warrender [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Bonus payable | $ 166,666 | ||||||||||||||||||||||||||
Corner Vapory | |||||||||||||||||||||||||||
Purchase price | $ 19,203 | $ 45,599 | 19,203 | ||||||||||||||||||||||||
Receivable | 22,000 | 1,839 | |||||||||||||||||||||||||
NintyFiveHoldingsLLC [Member] | |||||||||||||||||||||||||||
Purchase price | $ 68,888 | ||||||||||||||||||||||||||
Rented space | integer | 3,300 | 11,238 | |||||||||||||||||||||||||
Rented Space Per Foot | 6.13 | ||||||||||||||||||||||||||
Account receivables | 1,839 | 1,839 | |||||||||||||||||||||||||
Base Rent | $ 68,889 | ||||||||||||||||||||||||||
increase in base rent | 2.00% | ||||||||||||||||||||||||||
Vincent J Mesolella | |||||||||||||||||||||||||||
Payment for commission | $ 69,177 | 172 | |||||||||||||||||||||||||
Gerard M. Jacobs | |||||||||||||||||||||||||||
Interest Payable - Related Party | 9,269 | 1,381 | |||||||||||||||||||||||||
Bonus payable | $ 8,439 | $ 250,000 | 441,562 | $ 250,000 | $ 250,000 | ||||||||||||||||||||||
Debt conversion converted instrument warrants or Option issued | shares | 10,000 | 7,500 | 750,000 | 1,250 | |||||||||||||||||||||||
Payments for loans | $ 8,000 | $ 5,968 | $ 804 | ||||||||||||||||||||||||
Warrant expenses | $ 13,999 | $ 10,949 | $ 31,250 | $ 1,825 | |||||||||||||||||||||||
Exercise price | $ / shares | $ 0.03 | ||||||||||||||||||||||||||
Prepaid consulting fee | $ 350,000 | ||||||||||||||||||||||||||
Accrued interest rate | 2.00% | ||||||||||||||||||||||||||
Purchase price | $ 1 | ||||||||||||||||||||||||||
Gerard M. Jacobs | Subsequent Event [Member] | |||||||||||||||||||||||||||
Deferred compensation payment | $ 58,439 | ||||||||||||||||||||||||||
Gerard M. Jacobs | Warrant {1} | |||||||||||||||||||||||||||
Issuance of warrants to purchase common stock | $ 11,250 | $ 1,300 | |||||||||||||||||||||||||
Warrants issued | shares | 12,500 | ||||||||||||||||||||||||||
Volatility rate | 4.65% | ||||||||||||||||||||||||||
Risk-free interest rates | 2.98% | ||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||
Expected terms | 2 years 4 months 17 days | ||||||||||||||||||||||||||
Joshua A Bloom | Warrant {1} | |||||||||||||||||||||||||||
Issuance of warrants to purchase common stock | $ 21,874 | $ 3,250 | |||||||||||||||||||||||||
Interest Payable - Related Party | 9,269 | $ 1,381 | |||||||||||||||||||||||||
Warrants issued | shares | 25,000 | ||||||||||||||||||||||||||
Repayment of interest payable | $ 21,540 | ||||||||||||||||||||||||||
Volatility rate | 4.65% | ||||||||||||||||||||||||||
Risk-free interest rates | 2.94% | ||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||
Expected terms | 2 years 4 months 13 days | ||||||||||||||||||||||||||
Smply Lifted [Member] | |||||||||||||||||||||||||||
Due to Related Parties, Current | 457 | ||||||||||||||||||||||||||
Due to related party for employee wage reimbursement | $ 646 | ||||||||||||||||||||||||||
Smply Lifted [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Amount reimbuesement | $ 457 |
Distributions to Nicholas S W_2
Distributions to Nicholas S Warrender (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Receipt Of Loans Under The Economic Injury Disaster Loan Program And Paycheck Protection Program (Details Narative) | |
Total lifted distributed | $ 193,767 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | Dec. 07, 2021 | Sep. 13, 2021 | Apr. 02, 2020 | Sep. 26, 2021 | Sep. 22, 2021 | Sep. 15, 2021 | Aug. 30, 2021 | May 13, 2019 | Dec. 05, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | Mar. 31, 2021 |
Employment agreement description | 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. | |||||||||||||
Common stock held in treasury | 72,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,100 | $ 0 | $ 0 | |||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 575,000 | |||||||||||||
Annual dividend percentage | 0.03% | |||||||||||||
Stock Compensation Expense | $ 0 | $ 1,393,648 | $ 874,154 | |||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||||||||
Accrued liability | $ 1,074 | $ 1,443 | ||||||||||||
William C Jacobs | ||||||||||||||
Right to purchase of warrants | 250,000 | |||||||||||||
Warrants exercisable price per share | $ 5 | |||||||||||||
Stock Compensation Expense | $ 0 | 733,499 | ||||||||||||
Share based compensation related to issuance of warrants | $ 660,149 | |||||||||||||
Volatility rate | 361.49% | |||||||||||||
Estimated life | 2 years 6 months | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Preferred Stock, Shares Authorized | 400,000 | |||||||||||||
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 | |||||||||||||
Preferred Stock Terms Of Conversion | As of March 11, 2022, 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 | |||||||||||||
Accrued liability | $ 11,296 | 145,561 | ||||||||||||
Dividends, Cash | $ 199,187 | 198,450 | ||||||||||||
Series B Preferred Stock | ||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | |||||||||||||
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 | |||||||||||||
Preferred Stock Terms Of Conversion | As of March 11, 2022, 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 | |||||||||||||
Accrued liability | $ 1,796 | 5,782 | ||||||||||||
Dividends, Cash | 11,844 | $ 15,000 | ||||||||||||
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 | |||||||||||||
Richard E. Morrissy | ||||||||||||||
Stock Repurchased During Period, Shares | 5,000 | |||||||||||||
Share Price | $ 2 | |||||||||||||
Joshua A Bloom | ||||||||||||||
Stock Repurchased During Period, Shares | 5,000 | |||||||||||||
Share Price | $ 2 | |||||||||||||
Vincent J Mesolella | ||||||||||||||
Stock Repurchased During Period, Shares | 5,000 | |||||||||||||
Share Price | $ 2 | |||||||||||||
Right to purchase of warrants | 500,000 | |||||||||||||
Aggregate purchase price of warrants | $ 1 | |||||||||||||
Warrants exercisable price per share | $ 0.01 | |||||||||||||
Gerard M. Jacobs | ||||||||||||||
Stock Repurchased During Period, Shares | 31,250 | |||||||||||||
Share Price | $ 0.03 | |||||||||||||
Right to purchase of warrants | 750,000 | |||||||||||||
Aggregate purchase price of warrants | $ 1 | |||||||||||||
Bonuses paid | $ 8,439 | |||||||||||||
Aggregate cost of purchasing | $ 8,439 | |||||||||||||
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 | |||||||||||||
Annual dividend percentage | 3.00% | |||||||||||||
Accredited Investors | Series B Preferred Stock | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||||||||||
Number Of Preffered Stock Converted Into Common Stock | 100,000 | |||||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 100,000 | |||||||||||||
Annual dividend percentage | 3.00% | |||||||||||||
Nonaffiliate Stockholder | ||||||||||||||
Stock Repurchased During Period, Shares | 25,000 | 50,000 | ||||||||||||
Share Price | $ 0.01 | $ 2 |
SHAREHOLDERS EQUITY Schedule of
SHAREHOLDERS EQUITY Schedule of Sharebased Compensation Stock Options and Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,517,869 | 2,932,198 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2.37 | $ 3.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 8 months 8 days | 3 years 18 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 | 25,000 | |
Exercisable Options Rights To Purchase Warrant And Financing Warrants Forfeited | 61,329 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 65,000 | |||
Options Expired During Q3 2021 | 10,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,927,198 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.31 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 14 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,496,311 | |||
Outstanding Options Rights To Purchase Warrants To Purchase Common Stock And Financing Warrant | 6,646,311 |
CONTINGENT CONTRACTUAL OBLIGA_3
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | ||||||||
Base Monthly Rent | $ 4,502 | $ 4,370 | $ 4,243 | $ 2,541 | $ 4,120 | $ 2,467 | $ 4,000 | $ 2,395 |
CONTINGENT CONTRACTUAL OBLIGA_4
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details1) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | ||||||||
Base Monthly Rent | $ 4,502 | $ 4,370 | $ 4,243 | $ 2,541 | $ 4,120 | $ 2,467 | $ 4,000 | $ 2,395 |
CONTINGENT CONTRACTUAL OBLIGA_5
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | ||
Operating Lease Right Of Use Asset | $ 76,412 | $ 7,705 |
Operating Lease Liability Current | 26,047 | $ 7,670 |
Operating Lease Liability Noncurrent | 50,583 | |
Finance Lease Right Of Use Asset | 1,227,532 | |
Finance Lease Liability Current | 1,262,260 | |
Finance Lease Liability Noncurrent | $ 1,441,960 |
CONTINGENT CONTRACTUAL OBLIGA_6
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details3) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | |||
Amortization of Right of Use Assets | $ 12,337 | $ 49,347 | $ 0 |
Interest on lease liabilities | 13,152 | 52,825 | 0 |
OperatingLeaseExpense | 7,405 | 15,405 | 19,200 |
Finance Lease Expense | $ 32,894 | $ 117,577 | $ 19,200 |
CONTINGENT CONTRACTUAL OBLIGA_7
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details4) | Dec. 31, 2021USD ($) |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | |
Finance Lease Liability Payments Due Next Twelve Months | $ 1,274,172 |
Finance Lease Liability Payments Due Year Two | 0 |
Finance Lease Liability Payments Due Year Three | 0 |
Finance Lease Liability Payments Due Year Four | 0 |
Finance Lease Liability Payments Due Year Five | 0 |
FinanceLeaseLiabilityPaymentsDueAfterYearFive | 0 |
Finance Lease Liability Payments Due | 1,274,172 |
Finance Lease Liability Undiscounted Excess Amount | (11,912) |
Finance Lease Liability | 1,262,260 |
Lessee Operating Lease Liability Payments Due Next Twelve Months | 28,966 |
Lessee Operating Lease Liability Payments Due Year Two | 29,835 |
Lessee Operating Lease Liability Payments Due Year Three | 22,876 |
Lessee Operating Lease Liability Payments Due Year Four | 0 |
Lessee Operating Lease Liability Payments Due Year Five | 0 |
Operating Lease Liability Payments Due After Year Five | 0 |
Lessee Operating Lease Liability PaymentsDue | 81,676 |
Lessee Operating Lease Liability Undiscounted Excess Amount | (5,047) |
Operating Lease Liability | $ 76,630 |
CONTINGENT CONTRACTUAL OBLIGA_8
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ownership interests | 50.00% | 50.00% | |||
Accrued Bonuses, Current | $ 1,556,055 | $ 1,556,055 | |||
Chief Strategy Officer [Member] | |||||
Accrued Bonuses, Current | $ 339,510 | 339,510 | |||
Bonus equal | 5.00% | ||||
Net Sales | $ 6,000,000 | ||||
Salary | 180,000 | ||||
Net sales | $ 6,000,000 | ||||
Vincent J Mesolella | |||||
Payments for Commissions | $ 69,177 | $ 172 | |||
Warrant {1} | Brokers | |||||
Purchase Of Warrants | 402,900 | ||||
Value Of Warrants Purchsed | $ 833,446 | ||||
Ablis | |||||
Finance Lease Right-of-Use Asset amortized useful life | 39 years | ||||
Percntage Of Common Stock Purchase | 15.00% | ||||
Additional Percntage Of Common Stock Purchase | 15.00% | ||||
Additiona Warrants To Purchase | 2,814 | ||||
Maximum Warrants Issued | 42,210 | ||||
Purchase Of Warrants | 14,042 | ||||
Ownership interests | 4.99% | ||||
Value Of Warrants Purchsed | $ 40,708 |
LEGAL PROCEEDINGS (Details Narr
LEGAL PROCEEDINGS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Settlement cost | $ 97,000 | |
Saul Roffe [Member] | ||
Settlement cost | 30,000 | |
Damage recover | 14,569 | |
Martha Edgar V Lifted Liquids [Member] | ||
Settlement cost | $ 5,000 | $ 5,000 |
COMPANYWIDE MANAGEMENT BONUS PO
COMPANYWIDE MANAGEMENT BONUS POOL (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
COMPANYWIDE MANAGEMENT BONUS POOL (Details Narrative) | |
Annual Bonus | $ | $ 1,559,334 |
Diluted earnings per share | $ / shares | $ 0.56 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Domestic-Federal | $ 0 | $ 0 |
Domestic-State | 1,080,572 | 0 |
Foreign | 618,341 | 0 |
Total | 1,698,913 | 0 |
Deferred | ||
Domestic-Federal | (257,461) | 0 |
Domestic-State | (74,090) | 0 |
Foreign | 0 | 0 |
Total | (331,551) | 0 |
Total Provision (Benefit) for Income Taxes | $ 1,367,362 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | ||
Domestic Federal | $ 1,505,142 | $ (306,805) |
State tax benefit, net of federal benefit | 433,140 | 0 |
Non-deductible expenses | 7,529 | 1,578 |
Revision of prior years' deferred tax assets | (20,979) | (38,556) |
Change in estimated future income tax rates | (609,673) | 0 |
Change in valuation allowance | 52,203 | 343,783 |
Total Provision (Benefit) for Income Taxes | $ 1,367,362 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets | ||
Stock-based compensation | $ 2,714,410 | $ 2,109,604 |
Operating loss carry forwards | 0 | 527,061 |
Accrued Related Party Expenses | 259,463 | 0 |
Impairment of SmplyLifted Note and Other Receivables | 105,124 | 0 |
Allowance for Doubtful Accounts | 64,661 | 25,542 |
Other | 8,725 | 0 |
Less: Valuation allowance | (2,714,410) | (2,662,207) |
Total Deferred Tax Assets | 437,973 | 0 |
Deferred Tax Liabilities: | ||
Depreciation & Amortization | (105,143) | 0 |
Other | (1,279) | 0 |
Total Deferred Tax Liabilities | (106,422) | 0 |
Net Deferred Tax Assets | $ (331,551) | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Basis of Presentation and Significant Accounting Policies Basic and Diluted Earnings (Loss) Per Common Share Schedule of Earnings Per Share Basic and Diluted (Details) | |
Net deferred tax assets increased | $ 609,673 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 01, 2022 | Jan. 10, 2022 | Jan. 03, 2022 | Feb. 19, 2022 | Feb. 14, 2022 | Dec. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 08, 2022 | Feb. 09, 2022 |
Diluted earnings per share | $ 0.43 | $ (0.29) | $ (0.48) | ||||||||
due to related party | $ 112,500 | ||||||||||
NWarrender [Member] | |||||||||||
Promisory note unpaid balance | $ 3,750,000 | ||||||||||
Accrued interest rate | 2.00% | ||||||||||
Subsequent Event [Member] | SmplyLifted LLC | |||||||||||
Cash | $ 1,000 | ||||||||||
Subsequent Event [Member] | Gerard M. Jacobs and William C. Jacobs [Member] | |||||||||||
Bonus paid | $ 300,000 | ||||||||||
Retention bonus | $ 16,666,666 | ||||||||||
Amount paid by LIFD | $ 350,000 | ||||||||||
Deferred compensation | 700,000 | ||||||||||
Compensation paid | 58,439 | ||||||||||
Subsequent Event [Member] | NWarrender [Member] | |||||||||||
Semi annual installment payments one | 458,333 | ||||||||||
Semi annual installment payments two | 458,335 | ||||||||||
Semi annual installment payments three | 458,333 | ||||||||||
Semi annual installment payments four | 458,333 | ||||||||||
Semi annual installment payments five | 458,333 | ||||||||||
Equity capital | 8,000,000 | ||||||||||
Debt amount | 1,000,000 | ||||||||||
Debt repayment amount | 3,750,000 | ||||||||||
Reloan amount | $ 2,750,000 | ||||||||||
Interest rate | 2.50% | ||||||||||
Subsequent Event [Member] | Material Definitive Agreement [Member] | |||||||||||
Diluted earnings per share | $ 0.56 | ||||||||||
Additional bonus | $ 500,000 | ||||||||||
Options to purchase warrant shares | 100,000 | 50,000 | |||||||||
Exercise price | $ 1 | ||||||||||
Private transaction per share | $ 1.50 | ||||||||||
Purchase price | $ 150,000 | $ 37,500 | |||||||||
Cancelled shares | 100,000 | ||||||||||
due to related party | $ 112,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 01, 2022USD ($) |
Total | $ 112,500 |
March 16, 2022 [Member] | |
Total | 37,500 |
March 30, 2022 [Member] | |
Total | 37,500 |
April 13, 2022 [Member] | |
Total | $ 37,500 |