10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-52102

LFTD PARTNERS INC.

(Exact name of registrant as specified in its charter)

Nevada	87-0479286
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

14155 Pine Island Drive, Jacksonville, FL 32224

(Address of principal executive offices)

(847) 915-2446

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 of the Act:

Common Stock, $0.001 par value	LIFD	None
Title of each class	Trading symbol(s)	Name of exchange on which registered

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 11, 2023, there were 14,512,578 shares of the registrant’s common stock outstanding.

LFTD PARTNERS INC. AND SUBSIDIARY LIFTED LIQUIDS, INC.

TABLE OF CONTENTS

	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Consolidated Balance Sheets, March 31, 2023 (Unaudited) and December 31, 2022 (Audited)	F-1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-2
	Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-3
	Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-4
	Notes to the Consolidated Financial Statements (Unaudited)	F-5
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	3
Item 3.	Quantitative And Qualitative Disclosures About Market Risk	8
Item 4.	Controls And Procedures	8
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	10
Item 1A.	Risk Factors.	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3.	Defaults Upon Senior Securities.	11
Item 4.	Mine Safety Disclosures.	11
Item 5.	Other Information.	11
Item 6.	Exhibits	11
	SIGNATURES	12

2

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LFTD PARTNERS INC. AND SUBSIDIARY LIFTED LIQUIDS, INC.
CONSOLIDATED BALANCE SHEETS
	March 31, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	3,470,125		$	3,530,623
Prepaid Expenses		1,365,058			1,668,961
Accounts Receivable, net of allowance of $425,281 in 2023 and $281,762 in 2022		2,339,370			2,410,327
Inventory		7,563,500			6,023,967
Current Portion of Settlement Asset		185,024			185,024
Other Current Assets		113			35,047
Total Current Assets		14,923,190			13,853,949
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		237,398			87,422
Fixed Assets, less accumulated depreciation of $276,186 in 2023 and $209,143 in 2022		1,321,997			1,020,255
Security and State Licensing Deposits		30,789			25,600
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $216,808 in 2023 and $206,008 in 2022		1,263,600			1,274,400
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $136,689 in 2023 and $100,892 in 2022		641,447			496,604
Non-Current Portion of Settlement Asset		138,768			185,024
Total Assets	$	42,746,154		$	41,132,221
LIABILITIES AND SHAREHOLDERS'  EQUITY
Current Liabilities
Finance Lease Liability	$	1,363,768		$	1,357,524
Operating Lease Liability		148,220			117,719
Deferred Revenue		481,899			594,086
Income Tax Payable		244,958			77,641
Accounts Payable and Accrued Expenses		3,460,366			4,049,897
Accounts Payable - Related Party		975			2,229
Preferred Stock Dividends Payable		12,845			11,036
Total Current Liabilities	$	5,713,031		$	6,210,133
Non-Current Liabilities
Operating Lease Liability		503,828			384,417
Total Non-Current Liabilities	$	503,828		$	384,417
Total Liabilities	$	6,216,859		$	6,594,549
Commitments and Contingencies		-			-
Shareholders' Equity
Preferred Stock, $0.001 par value; 10,000,000 total shares authorized; out of which 400,000 shares of Series A Convertible Preferred Stock are authorized, and 4,500 shares of Series A Convertible Preferred Stock shares were issued and outstanding at March 31, 2023, and 4,500 shares of Series A Convertible Preferred Stock shares were issued and outstanding at December 31, 2022; and out of which 5,000,000 shares of Series B Convertible Preferred Stock are authorized, and 40,000 shares of Series B Convertible Preferred Stock shares were issued and outstanding at March 31, 2023, and 40,000 shares of Series B Convertible Preferred Stock shares were issued and outstanding at December 31, 2022		45			45
Common Stock, $0.001 par value; 100,000,000 shares authorized; 14,512,578 shares issued and outstanding at March 31, 2023, and 14,102,578 shares issued and outstanding at December 31, 2022		14,513			14,103
Additional Paid-in Capital		40,121,000			38,762,260
235,000 shares of Deferred Contingent Stock issuable upon instruction by the respective Deferred Contingent Stock Recipient		779,025			-
Accumulated Deficit		(4,385,286	)		(4,238,735	)
Total Shareholders' Equity		36,529,296			34,537,671
Total Liabilities and Shareholders' Equity	$	42,746,154		$	41,132,221

Please see the accompanying notes to the consolidated financial statements for more information.

F-1

LFTD PARTNERS INC. AND SUBSIDIARY LIFTED LIQUIDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	For the Three Months Ended
	March 31,
	2023			2022
Net Sales	$	12,461,793		$	18,088,877
Cost of Goods Sold		6,813,348			10,103,893
Gross Profit		5,648,445			7,984,984
Operating Expenses:
Deferred Contingent Stock Expense		2,138,175			-
Payroll, Consulting and Independent Contractor Expenses		1,874,498			1,854,151
Company-Wide Management Bonus Pool		233,332			969,370
Professional Fees		348,816			117,226
Bank Charges and Merchant Fees		136,819			133,036
Advertising and Marketing		228,571			105,601
Bad Debt Expense		143,519			248,000
Depreciation and Amortization		38,133			2,703
Other Operating Expenses		611,466			382,462
Total Operating Expenses		5,753,329			3,812,549
Income/(Loss) From Operations		(104,884	)		4,172,436
Other Income/(Expenses)
Interest Expense		(24,187	)		(31,731	)
Penalties		(261	)		(1,952	)
Gain on Forgiveness of Debt		-			5,026
Interest Income		14,812			491
Total Other Income/(Expenses)		(9,636	)		(28,165	)
Income/(Loss) Before Provision for Income Taxes		(114,520	)		4,144,270
Provision for Income Taxes		(27,222	)		(1,199,478	)
Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders	$	(141,742	)	$	2,944,793
Basic Net Income/(Loss) per Common Share	$	(0.01	)	$	0.21
Diluted Net Income/(Loss) per Common Share	$	(0.01	)	$	0.18
Weighted average number of common shares outstanding:
Basic		14,246,745			14,017,578
Diluted		14,246,745			15,924,776

Please see the accompanying notes to the consolidated financial statements for more information.

F-2

LFTD PARTNERS INC. AND SUBSIDIARY LIFTED LIQUIDS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
	Preferred Stock				Common Stock						Treasury Stock				Additional Paid-in			Deferred Contingent Stock		Accumulated			Total Shareholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			to be Issued		Deficit			Equity
Balance, December 31, 2021		45,750	$	46		14,027,578		$	14,028			-	$	-	$	38,862,333		$	-	$	(11,414,602	)	$	27,461,804
Series A Preferred Stock dividend payable																					(4,253	)		(4,253	)
Series B Preferred Stock dividend payable																					(1,476	)		(1,476	)
Issuance of Common Stock Upon Exercise of Warrant						50,000			50							49,950								50,000
Repurchase and cancellation of Common Stock						(100,000	)		(100	)						(149,900	)							(150,000	)
Net Income																					2,944,793			2,944,793
Balance, March 31, 2022		45,750	$	46		13,977,578		$	13,978			-	$	-	$	38,762,383		$	-	$	(8,475,539	)	$	30,300,868
Balance, December 31, 2022		44,500	$	45		14,102,578		$	14,103			-	$	-	$	38,762,260		$	-	$	(4,238,735	)	$	34,537,671
Issuance of 410,000 of the total 645,000 shares of Deferred Contingent Stock related to the acquisition of Lifted, of which shares began being issued on February 24, 2023 upon direction by the Deferred Contingent Stock Recipients						410,000		$	410						$	1,358,740		$	779,025					2,138,175
Series A Preferred Stock dividend payable																					(3,329	)		(3,329	)
Series B Preferred Stock dividend payable																					(1,480	)		(1,480	)
Net Loss																					(141,742	)		(141,742	)
Balance, March 31, 2023		44,500	$	45		14,512,578		$	14,513			-	$	-	$	40,121,000		$	779,025	$	(4,385,286	)	$	36,529,296

Please see the accompanying notes to the consolidated financial statements for more information

F-3

LFTD PARTNERS INC. AND SUBSIDIARY LIFTED LIQUIDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Three Months Ended
	March 31,
	2023			2022
Cash Flows From Operating Activities
Net Income/(Loss)	$	(141,742	)	$	2,944,793
Adjustments to Reconcile Net Income/(Loss) to Net Cash Provided by Operating Activities:
Deferred Contingent Stock Expense		2,138,175			-
Bad Debt Expense		143,519			248,000
Depreciation and Amortization		77,843			28,446
Gain on Forgiveness of Debt		-			(5,026	)
Spoiled and Written Off Inventory		131,967			561,417
Sales Allowances		(94,751	)		-
Deferred Income Taxes		(149,976	)		295,455
Effect on Cash of Changes in Operating Assets and Liabilities
Accounts Receivable		22,190			(675,116	)
Prepaid Expenses		303,903			1,122,795
Dividend Receivable from Bendistillery, Inc.		-			2,495
Income Tax Payable		167,317			861,444
Management Bonuses Payable		-			(941,562	)
Company-wide Management Bonus Pool		-			(586,684	)
Inventory		(1,671,501	)		(2,671,948	)
Other Current Assets		29,745			(4,518	)
Trade Accounts Payable and Accrued Expenses		(589,531	)		496,401
Accounts Payable and Interest Payable to Related Parties		(1,254	)		(1,301	)
Change in Settlement Asset		46,256			-
Change in Right-of-Use Asset		35,796			12,337
Change in Finance & Operating Lease Liabilities		(6,564	)		1,551
Deferred Revenue		(112,187	)		(1,294,687	)
Net Cash Provided by Operating Activities		329,205			394,292
Cash Flows From Investing Activities
Net Purchase of Fixed Assets		(368,785	)		(54,238	)
Net Cash Used in Investing Activities		(368,785	)		(54,238	)
Cash Flows From Financing Activities
Issuance of Common Stock		-			50,000
Payments of Dividends to Series A Convertible Preferred Stockholders		(3,000	)		(3,000	)
Proceeds from Borrowings Under Notes Payable to Related Party - Nick Warrender		-			2,750,000
Purchase of Shares of Common Stock		-			(150,000	)
Repayment of Finance Lease Liability		(17,918	)		(5,655	)
Net Cash Provided By/(Used In) Financing Activities		(20,918	)		2,641,345
Net Increase/(Decrease) in Cash		(60,498	)		2,981,399
Cash and Cash Equivalents at Beginning of Period	$	3,530,623			1,602,731
Cash and Cash Equivalents at End of Period	$	3,470,125			4,584,131
		For the Three Months Ended
		March 31,
	2023			2022
Supplemental Cash Flow Information:
Cash Paid For Interest	$	24,187		$	28,424
Cash Paid For Income Taxes	$	390		$	-
Non-Cash Activities:
Right-of-Use assets acquired from inception of Operating Leases	$	180,639		$	224,264

Please see the accompanying notes to the consolidated financial statements for more information.

F-4

LFTD PARTNERS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

LFTD Partners Inc. (hereinafter sometimes referred to as “LFTD Partners”, the “Company”, “LIFD”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are traded on the OTCQB Venture Market under the trading symbol LIFD.

On May 18, 2021, the Company changed its name to LFTD Partners Inc. from Acquired Sales Corp. On March 15, 2022, the Company changed its stock trading symbol to LIFD.

After acquiring, operating and then selling businesses involved in the defense sector, our business is currently involved in the development, manufacture and sale of a wide variety of branded, hemp-derived, psychoactive and alternative lifestyle products. We are primarily interested in acquiring rapidly growing, profitable companies that are also involved in the manufacture and sale of branded, hemp-derived, psychoactive and alternative lifestyle 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.

Lifted Made

On February 24, 2020, we 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.urb.shop), Kenosha, Wisconsin (“Lifted Made” or “Lifted”). Lifted manufactures and sells hemp-derived and psychoactive products under its award-winning Urb Finest Flowers (“Urb”) and Silly Shruum brands. Products currently sold by Lifted include, for example: disposable vapes, cartridges and gummies containing hemp-derived cannabinoids; joints and blunts containing various strains of hemp flower; gummies containing various ingredients such as muscimol, mushroom extracts, and kanna; and kava.

Cali Sweets Agreement

On January 11, 2023, Lifted entered into a Manufacturing Sales and Marketing Agreement (“Cali Agreement”) with Cali Sweets, LLC (“Cali”). Cali is headquartered in North Hollywood, California, and currently sells products under the brand name Koko Nuggz. The Cali Agreement entitles Lifted to be the exclusive worldwide manufacturer and distributor of Cali’s disposable vape products (under the brand name Koko Puffz) and gummy products (under the brand name Koko Yummiez).

Pursuant to the Cali Agreement, Lifted will manufacture, market, and distribute certain Cali products and brands worldwide. Lifted and Cali will equally share certain production and marketing costs associated with such products on a dollar-for-dollar basis. Revenue from the sale of such Cali products will be divided on a 60/40 basis, net of any returns, discounts, or replacements, with 60% allocated to Lifted, and the remaining 40% to Cali.

Under the terms of the Cali Agreement, Lifted will have the right, in its discretion, to add new Cali brands and products as they are developed. Lifted can also set prices for Cali products it supplies or unilaterally discontinue the supply of any Cali product if it no longer makes business sense to Lifted. The parties also agreed that Cali will provide social media marketing services for both Cali products and brands, and for Lifted’s Urb branded products.

The term of the Cali Agreement is five years and may be extended with the mutual consent of the parties. However, after the initial 24 months, the Cali Agreement may be terminated by either party, for any or no reason, upon providing the other party with 180 days written notice. Cali may become subject to early exit payments to Lifted if it early terminates. The exit fee formula is based on estimated profits that Lifted may have enjoyed had Cali not early terminated the relationship.

F-5

Diamond Supply Co. Agreement

On April 23, 2023, Lifted entered into a Manufacturing, Sales and Marketing Agreement with Diamond Supply Co., Calabasas, California, effective as of April 21, 2023, as described below in NOTE 14 – SUBSEQUENT EVENTS.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

On April 28, 2023, Lifted purchased nearly all of the assets of its hemp flower products supplier Oculus CRS, LLC, Aztec, New Mexico, and merged with Oculus CHS Management Corp., as described below in NOTE 14 – SUBSEQUENT EVENTS.

Ablis, Bendistillery and Bend Spirits

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.ablisbev.com), and of distilled spirits manufacturers Bendistillery Inc. (“Bendistillery”) (www.bendistillery.com) and Bend Spirits, Inc. (“Bend Spirits”), all located in Bend, Oregon. Ablis manufactures and sells flavored, lightly carbonated, canned, CBD-infused beverages and shots, CBD-infused muscle rub, among other products. Bendistillery manufactures and sells straight and flavored vodka and gin and various types of whiskey under its brand Crater Lake Spirits (www.craterlakespirits.com).

Obligation to Purchase Headquarters Building

Toward the end of 2020, our Vice Chairman and Chief Operating Officer Nicholas S. Warrender (“NWarrender”), through his assigned entity 95th Holdings, LLC (“Holdings”), purchased a building located at 5511 95th Avenue in Kenosha, Wisconsin (“5511 Building”) that was immediately leased to us to conduct our expanded operations. The 5511 Building includes office, laboratory and warehouse space. As part of the lease agreement with Holdings, the parties agreed that our wholly owned subsidiary Lifted would eventually purchase the 5511 Building. The purchase price for the 5511 Building was originally subject to valuation based on a formula agreed upon by the parties. Pursuant to an agreement with NWarrender on December 30, 2021, the parties agreed to set the purchase price for the 5511 Building at $1,375,000. Prior to the Acceleration Agreement, which was entered into by the Company with NWarrender on July 5, 2022, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the 5511 Building from Holdings at the agreed upon $1,375,000 purchase price within two days.

The Company desires to have all of its operations under one roof at the 5511 Building in order to become more efficient. The Company has hired and paid an architectural and construction company (the “Construction Company”) which has created a preliminary design for expanding the 5511 Building by approximately 30,000 square feet. The Construction Company has provided a preliminary estimate that the potential expansion could cost the Company approximately $3,500,000. Neither the management nor the Board of Directors of the Company has committed to such potential expansion, but it is under active consideration. The Company, in its discussions with potential lenders,  has disclosed this potential use of borrowed funds to pay for a potential expansion of the 5511 Building.

Capital Raise

Cash on hand is currently limited, so in order to close future acquisitions, and potentially also in order to pay other corporate obligations such as certain bonuses, our company-wide bonus pool, and/or income taxes, it may be necessary for us to raise substantial additional capital, and no guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all.

We are currently exploring the possibility of raising $8 million or more through some combination of debt and equity offerings in order to purchase for $1.375 million the 5511 Building, to pay off other liabilities of the Company and Lifted such as certain bonuses, our company-wide bonus pool, and/or income taxes, and to pay transactional fees and expenses. If we proceed forward with an equity raise, it may be in conjunction with a potential listing of our common stock on a stock exchange. However, there can be no guarantee or assurance that any such debt and/or equity capital raise or listing will be completed on acceptable terms, if at all.

F-6

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Consolidated Financial Statements – The consolidated financial statements of the Company should be read in conjunction with the Company’s consolidated financial statements and related notes that appear in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 21, 2023. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. As part of the consolidation, all significant intercompany transactions are eliminated, and on the Consolidated Statements of Operations, certain expenses are consolidated into the Other Operating Expenses category.

Use of Estimates – The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Key estimates in these financial statements include the allowance for doubtful accounts, sales allowance, estimated useful lives of property, plant and equipment, valuation allowance on deferred income tax assets and the fair value of stock options and warrants.

Cash and Cash Equivalents – Cash and cash equivalents as of March 31, 2023 and December 31, 2022 included cash on-hand. The Company considers all highly liquid investments with an original maturity date within 90 days to be cash equivalents. Cash equivalents are carried at cost. The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. 

Fair Value of Financial Instruments – The historical carrying amount of the financial instruments, which principally include cash, trade receivables, historical accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments.

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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.

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. During the periods reported, there were no changes in the unobservable inputs associated with these investments, and there no other investments of the Company that had Level 3 unobservable inputs.

Prepaid Expenses – Prepaid expenses relate primarily to advance payments made for purchases of inventory; prepaid inventory is transferred to inventory when the purchased items are received by the Company.  Other expenses, such as prepaid commercial property and general liability insurance, and prepaid health and dental insurance, among others, are also recognized as prepaid expenses when advance payments are made for services that will be performed in periods subsequent to the balance sheet date. Prepaids for these other expenses are recognized as expenses ratably over the applicable service period.

F-7

Accounts Receivable – The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded (the “Allowance for Doubtful Accounts”), which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent loss history and an overall assessment of past due trade accounts receivable outstanding. 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. Allowances for doubtful accounts of $425,281 and $281,762 were reported at March 31, 2023 and December 31, 2022, respectively. Sales allowances, which reduce gross sales on the Consolidated Statements of Operations, are recorded for estimated future discounts/refunds and product returns and are netted against accounts receivable on the Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, accounts receivable were reduced by $841,129 and $935,881, respectively, as a result of the sales allowance.

Inventory – Inventory is valued at the lower of average cost or market value (net realizable value). Inventory consisted of the following at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Raw Goods	$	4,591,009	$	3,407,196
Finished Goods	$	2,972,491	$	2,616,771
Total Inventory	$	7,563,500	$	6,023,967

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 March 31, 2023, $181,400 of overhead costs were allocated to finished goods. In comparison, During the quarters ended March 31, 2022, $88,599 of overhead costs were allocated to finished goods.

During the quarters ended March 31, 2023, and 2022, $131,967 and 561,417 of obsolete and spoiled inventory was written off, respectively.

In the third quarter of 2022, Lifted wrote-off $2,313,902 of obsolete and spoiled inventory of 2 mL disposable vape devices due to clogging issues that management believes was caused by a summer heat wave.  In the fourth quarter of 2022, Lifted negotiated a settlement agreement with its third-party disposable vape device manufacturer, which included both the forgiveness of $630,000 of payables owed to the manufacturer and credits totaling $370,047 to be provided by the manufacturer at a quarterly rate of $46,255 in 2023 and 2024. The forgiveness of the payables was recorded as a reduction of cost of goods sold, and the settlement credits were recorded as a settlement asset and other income, both in the fourth quarter of 2022.  The settlement asset is being amortized ratably to cost of goods sold over the benefit period of 2023 and 2024.

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.

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.

F-8

Fixed Assets – Fixed assets are recorded and stated at cost. Fixed assets that cost less than $2,500 are expensed, and fixed assets that cost $2,500 or more are capitalized. Depreciation of machinery and equipment, furniture and fixtures, leasehold improvements, and computer equipment, is based on the asset’s estimated useful life and is calculated using the straight-line method. Normal repairs and maintenance costs are expensed as incurred. Expenditures that materially increase values or extend useful lives are capitalized. The related costs and accumulated depreciation of disposed assets are eliminated and any resulting gain or loss on disposition is included in net income.

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 an 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 Avenue, Kenosha, WI 53144 for the Company’s current office, manufacturing and warehouse space.

The Company has paid security deposits for its leased facilities located at 8920 58^th Place, Suite 850, Kenosha, WI 53144, 8910 58^th Place, Suites 600 and 700, Kenosha, WI 53144, 9560 58^th Place, Suite 360, Kenosha, WI 53144, 2701-09 West Fulton PH, Chicago, Illinois 60612 and 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144.

State Licensing Deposits – The Company is required to pay deposits for certain licenses in various states.

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’s products to vape and smoke shops, stores specializing in cannabinoid-infused products, convenience stores, health food stores, and other outlets.

Typically, the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination.

The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers.

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’s historical experience.

F-9

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.

Disaggregation of Revenue

During the quarters ended March 31, 2023 and 2022, approximately 99.9% and 99.9%, respectively, of the Company’s sales occurred inside of the United States of America.

The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products.

Shown below is a table showing the approximate disaggregation of historical revenue:

Type of Sale	For the three months ended March 31, 2023		% of Net Sales for the three months ended March 31, 2023			For the three months ended March 31, 2022		% of Net Sales During the three months ended March 31, 2022
Net sales of raw materials to customers	$	2,386		0	%	$	5,382		0	%
Net sales of products to private label clients	$	176,720		1	%	$	84,142		0	%
Net sales of products to wholesalers	$	2,439,521		20	%	$	2,475,208		14	%
Net sales of products to distributors	$	9,277,586		74	%	$	13,389,283		74	%
Net sales of products to end consumers	$	565,581		5	%	$	2,134,863		12	%
Net Sales	$	12,461,793		100	%	$	18,088,877		100	%

F-10

Deferred Revenue

Amounts received from a customer before the purchased product is shipped to the customer are treated as deferred revenue. If cash is not received, an accounts receivable is recognized for the invoiced order, but revenue is not recognized until the order is fully shipped. Accounts receivable include 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 as of March 31, 2023 and December 31, 2022.

	March 31, 2023		December 31, 2022
Contract Assets (invoiced but unfulfilled performance obligations)	$	428,769	$	594,086
Deposits from customers for unfulfilled orders	$	53,130	$	-
Total Deferred Revenue	$	481,899	$	594,086

Cost of Goods Sold – Cost of goods sold consists of the costs of raw materials utilized in the manufacture of products, direct labor, co-packing fees, repacking fees, freight and shipping charges, warehouse expenses incurred prior to the manufacture of Lifted’s finished products and certain quality control costs. Finished goods that are sold account for the largest portion of cost of sales. Raw materials include ingredients, product components and packaging materials.

Cost of goods sold amounted to $6,813,348 and $10,103,893 during the quarters ended March 31, 2023 and 2022, respectively. $131,967 and $561,417 of cost of goods sold relates to spoiled and obsolete inventory written off during the quarters ended March 31, 2023 and March 31, 2022, respectively.

Operating Expenses – Operating expenses include accounts such as payroll and independent contractor expenses, stock compensation expense, the company-wide management bonus pool, management bonuses, professional fees, bank charges and merchant fees, advertising and marketing, bad debt expense, depreciation and amortization, and other operating expenses. Total operating expenses increased to $5,753,329 for the quarter ended March 31, 2023, up from $3,812,549 during the quarter ended March 31, 2022.

The increase in total operating expenses was primarily driven by a one-time, non-cash stock compensation expense of $2,138,175 in the first quarter of 2023, compared to no stock compensation in the first quarter of 2022. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from a net income for the quarter of $1,442,466 to a net loss of $141,742. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively.

Also driving the increase in operating expenses from the first quarter of 2022 to the first quarter of 2023 were greater professional fees and advertising and marketing costs. These costs were offset by lower company-wide management bonus pool expense.   

F-11

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the quarters ended March 31, 2023 and March 31, 2022:

	For the Three Months Ended
	March 31,
	2023			2022
Net Income/(Loss)	$	(141,742	)	$	2,944,793
Weighted average number of common shares outstanding:
Basic		14,246,745			14,017,578
Diluted		14,246,745			15,924,776
Basic Net Income (Loss) per Common Share	$	(0.01	)	$	0.21
Diluted Net Income (Loss) per Common Share	$	(0.01	)	$	0.18

As of March 31, 2023, 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 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,280,000 shares of common stock at $5.00 per share.

Regarding the aforementioned warrants to purchase 2,280,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 2,255,000 shares of our common stock are vested, while the remaining warrants to purchase 25,000 shares of our common stock are not vested and are subject to certain conditions and requirements.

At March 31, 2023, the Company had 4,500 shares of Series A Preferred Stock outstanding convertible into 450,000 shares of common stock; these are not included in the diluted earnings calculation because the effect of including them would have been anti-dilutive. At March 31, 2023, the Company had 40,000 shares of 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 March 31, 2023 ($2.35/share).

In comparison, as of March 31, 2022, 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 155,500 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.

F-12

Regarding the aforementioned rights to purchase warrants to purchase 1,350,000 shares of common stock at $1.85 per share outstanding at March 31, 2022: 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 outstanding at March 31, 2022: 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.

Also outstanding at March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 ($3.90/share).

Recent Accounting Pronouncements – In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) Topic 326). ASC 326 adds to US Generally Accepted Accounting Principles (“GAAP”) the current expected credit loss model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 and its amendments was effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023, and the adoption did not have a significant impact on the allowance for doubtful accounts associated with the Company’s trade accounts receivable.

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 costs are expensed as incurred. During the quarter ended March 31, 2023, the Company incurred $228,571 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations. During the quarter ended March 31, 2022, the Company incurred $105,601 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations.

Compensated Absences – Effective January 1, 2022, certain PTO policies were adopted by Lifted, and PTO accruals of $18,511 and $11,323 were recognized at March 31, 2023 and December 31, 2022, respectively.

Off-Balance Sheet Arrangements – The Company has no off-balance sheet arrangements.

Reclassifications – Some items from the prior period have been reclassified within the financial statements to conform with the current presentation.

Business Combinations and Consolidated Results of Operations and Outlook – The Company accounts for its acquisitions under ASC Topic 805, Business Combinations and Reorganizations (“ASC Topic 805”). ASC Topic 805 provides guidance on how the acquirer recognizes and measures the consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests, and goodwill acquired in a business combination. ASC Topic 805 also expands required disclosures surrounding the nature and financial effects of business combinations. Acquisition costs are expensed as incurred. 

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.

F-13

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern – Prior to the acquisition of Lifted on February 24, 2020, the Company had no sources of revenue, and the Company had a history of recurring losses, which has resulted in an accumulated deficit of $4,385,286 as of March 31, 2023. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company is not able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company monitors its investments in Ablis, Bendistillery and Bend Spirits, and from time to time and will evaluate whether there has been a potential impairment of value.

The COVID-19 pandemic and its ramifications, combined with the expenses and potential liabilities associated with litigation involving Lifted, combined with the regulatory risks and uncertainties associated with the cannabinoid-infused products, vaping and nicotine products industries, combined with the risks associated with internet hacking or sabotage, combined with the risks of employee and/or independent contractor disloyalty or theft of Company information and opportunities, have created significant adverse risks to the Company, which have caused substantial doubt about the Company’s ability to continue as a going concern.

Prior to the Acceleration Agreement, which was entered into by the Company with NWarrender on July 5, 2022, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the Property from 95th Holdings, LLC at the agreed upon $1,375,000 purchase price within two days.

The Company is also accruing and paying 3% annual dividends on its Series A and Series B Convertible Preferred Stock.

Also, on February 14, 2022, NWarrender, GJacobs and WJacobs (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 $166,667 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 (the “2022 Retention Bonuses”). The 2022 Retention Bonuses were paid in the first quarter of 2023.

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) (the “2023 Retention Bonuses”), and if and only if the amounts of the 2023 Retention Bonuses are mutually agreed upon in writing among the Chairman of the Compensation Committee, NWarrender, GJacobs and WJacobs, then one-third of the 2023 Retention Bonuses 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.

F-14

During 2022, Lifted for the first time hired an outside laboratory to conduct research and development on a potential new, non-hemp-derived, synthetic psychedelic product (the “New Psychedelic Product”) for a total of $19,800. Such research and development of the New Psychedelic Product has been put on indefinite hold. Lifted has recently successfully purchased from third parties a natural equivalent of the New Psychedelic Product. No guarantee or assurance can be given that in the future Lifted will be able to purchase more of this natural equivalent of the New Psychedelic Product, or a synthesized version thereof.

In addition, factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, especially any future changes to the so-called “Farm Bill” at the federal level, and any other federal or state laws and regulations related to hemp-derived cannabinoids, nicotine products, kratom, psychoactive products and/or vaping. The company is also subject to vendor concentration risk, customer concentration risk, customer credit risk, and counterparty risk.

The Company maintains levels of cash bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and it believes that it is not exposed to any significant credit risk on cash.

No assurance or guarantee whatsoever can be given that the net income of the Company’s wholly-owned subsidiary Lifted will be sufficient to allow the Company to pay all of its operating expenses, the dividends accruing and being paid on the Company’s preferred stock, the company-wide bonus pool, and the 2023 Retention Bonuses. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company currently has one revenue-generating subsidiary, Lifted. If and to the extent that the revenue generated by Lifted is not adequate to pay the Company’s operating expenses and the dividends accruing on its preferred stock, then Company management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing additional profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

Concentration of Credit Risks – During the quarter ended March 31, 2023, five customers made up approximately 26% of Lifted Made’s sales. In comparison, during the quarter ended March 31, 2022, five customers made up approximately 32% of Lifted Made’s sales.

Vendor Dependence – Regarding the purchases of raw goods and finished goods (“Inventory”), during the quarter ended March 31, 2023, approximately 79% of the Inventory that Lifted purchased were from five vendors. In comparison, regarding the purchases of Inventory during the quarter ended March 31, 2022, approximately 58% of the purchased Inventory were from five vendors.

The loss of Lifted’s relationships with these customers and vendors could have a material adverse effect on Lifted’s business.

NOTE 4 – THE COMPANY’S INVESTMENTS

The Company’s Investments in Ablis, Bendistillery and Bend Spirits

On April 30, 2019, the Company purchased 4.99% of the common stock of each of Ablis Holding Company, Bendistillery Inc., and Bend Spirits, Inc. for an aggregate purchase price of $1,896,200.

F-15

Under US Generally Accepted Accounting Principles (“GAAP”), the Company uses the cost method to account for our minority equity ownership interests in businesses in which the Company owns less than 20% of equity ownership and have no substantial influence over the management of the businesses. Under the cost method of accounting, the Company reports the historical costs of the investments as assets on its balance sheet. However, US GAAP does not permit the consolidation of its financial statements with the financial statements of companies in which the Company owns minority equity ownership interests.

As such, the Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. US GAAP also requires the Company to record these types of investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As such, the Company will not be allowed to consolidate into its financial statements any portion of the revenues, earnings or assets of companies in which it owns minority equity ownership interests such as Ablis, Bendistillery and Bend Spirits. Moreover, even if there is evidence that the fair market values of the investments have increased above their historical costs, US GAAP does not allow increasing the recorded values of the investments. Under US GAAP, the only adjustments that may be made to the historical costs of the investments are write downs of the values of the investments, which must be made if there is evidence that the fair market values of the investments have declined to below the recorded historical costs.

At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, (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’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. Up to the date of this Quarterly Report on Form 10-Q, none of the above factors have been applicable to the Company’s investments.

The qualitative assessments at the end of quarters one, two and three are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of the fourth quarter relating to these entities also includes review of their respective financial statements that have been reviewed by a third-party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, the Company’s assessment of these companies is inherently limited to infrequent and relatively brief conversations with officers of these companies and to reviews of those reviewed financial statements.

On April 12 and April 25, 2023, telephonic meetings of the officers of Ablis, Bendistillery and Bend Spirits were held. During these meetings, the management of those companies reviewed the performance of Ablis, Bendistillery and Bend Spirits during the quarter and ended March 31, 2023. 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: a rise in demand for and the distribution of certain Ablis products, net positive income in the first quarter of 2023, up from a loss in the first quarter of 2022, and a focus on cost savings. The information that was shared by the management of Bendistillery and Bend Spirits included, among other things: positive three-year and four-year annual growth rates, the planned launch of new marketing/brand exposure initiatives, and the implementation of cost-cutting initiatives.  

F-16

On April 27, 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 ended March 31, 2022. 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 revenue of both Bendistillery and Bend Spirits from the first quarter of 2021 to the first quarter of 2022, markets opening up again from the pandemic, investments in equipment and a new on-site warehouse, Ablis’ hiring of a marketing firm, and the fact that managements of Bendistillery and Ablis are actively working with an investment bank to explore capital raising options and other strategic options.

The Company’s Investment in Lifted Made

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests.

The Company performed its annual fair value assessment at December 31, 2022 and December 31, 2021 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 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.

The Company’s Investment in SmplyLifted LLC

On September 22, 2020, LFTD Partners Inc. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA formed an equally-owned new entity called SmplyLifted LLC, which sold tobacco-free nicotine pouches in several flavors and nicotine strengths under the brand name FR3SH (www.GETFR3SH.com).

F-17

Lifted had 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 used the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company recorded its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value was periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses.

During the 2020 Stub Year, 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 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 had 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. However, Lifted never exercised this option, and SmplyLifted was dissolved on November 28, 2022, due to insolvency.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and Equipment consist of the following:

Asset Class	March 31, 2023			December 31, 2022
Machinery & Equipment	$	909,400		$	664,606
Leasehold Improvements	$	457,107		$	379,499
Trade Show Booths	$	48,481		$	10,000
Vehicles	$	75,047		$	75,047
Computer Equipment	$	15,213		$	7,312
Furniture & Fixtures	$	92,934		$	92,934
Sub-total:	$	1,598,182		$	1,229,398
Less: accumulated depreciation	$	(276,186	)	$	(209,143	)
	$	1,321,997		$	1,020,255

The useful lives of the Company’s fixed assets by asset class are as follows:

Asset Class	Estimated Useful Life
Machinery & Equipment		60 months
Leasehold Improvements		60 months
Trade Show Booths		36 months
Vehicles		60 months
Computer Equipment		60 months
Furniture & Fixtures		60 months

F-18

Leasehold Improvements are depreciated over the shorter of the length of the lease or the estimated useful life. After allocating depreciation of machinery and equipment of $33,230 for the quarter as overhead to finished goods, depreciation expense of $33,813 was recognized during the three months ended March 31, 2023. In comparison, during the three months ended March 31, 2022, $12,927 of depreciation related to machinery and equipment was allocated as overhead to finished goods. After allocating depreciation of machinery and equipment for the quarter as overhead to finished goods, depreciation expense of $15,173 was recognized for the three months ended March 31, 2022. Also, in the Consolidated Statements of Operations, depreciation expense is consolidated with amortization expense.  

NOTE 6 – NOTES RECEIVABLE

The William Noyes Webster Foundation, Inc.

The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley (“Heatley”) is the founder and a member of the board of directors of the Foundation.

Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the “Teaming Agreement”) with Heatley, in which, among other things: (1) the Company and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which the Company will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley’s claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.

Promissory Note – On July 14, 2014, the Foundation signed and delivered to the Company a Secured Promissory Note (the “Note”) which is in the stated loan amount of $1,500,000, and is secured by a Security Agreement of even date therewith (the “Security Agreement”). The Note provides that the $1,500,000 loan may be advanced in one or more installments as the Foundation and the Company may mutually agree upon. The Foundation and the Company mutually agreed that the first installment of this loan would be $602,500. Pursuant to instructions from the Foundation, on July 14, 2014, the Company paid $2,500 owed by the Foundation to one of its consultants, and the Company advanced $600,000 directly to the Foundation. The amount and timing of subsequent loan installments under the Note, which could have totaled $897,500, had not yet been mutually agreed upon between the Foundation and the Company as of the date of the 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 – The Company assessed the collectability of the Note based on the adequacy of the Foundation’s collateral and the Foundation’s capability of repaying the Note according to its terms. Based on this assessment, on September 1, 2015, the Company concluded that Note and interest receivable would not be collectible. As such, the Company wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.

F-19

NOTE 7 – INTANGIBLE ASSETS, NET

www.LiftedMade.com Website

The cost of developing Lifted’s website, www.LiftedMade.com, which has been superseded by www.urb.shop, was amortized over 32 months, and $0 in amortization related to the website was recognized during the quarter ended March 31, 2023 since the website intangible asset was fully amortized as of December 31, 2022. In comparison, $347 in amortization related to the website was recognized during the quarter ended March 31, 2022.

NOTE 8 – RELATED PARTY TRANSACTIONS

Robert T. Warrender II

In January 2022, Lifted hired Mr. Robert T. Warrender II, NWarrender’s father, as an employee. Mr. Warrender is also a Director of LFTD Partners Inc. During the quarters ended March 31, 2023 and 2022, $13,846 and $9,231, respectively, in wages were paid to Mr. Warrender. As of March 31, 2023, $975 in expense reimbursements were owed to Mr. Warrender.

Through the second quarter of 2022, Lifted shared a shipping account with a company formerly operated by Mr. Warrender. Lifted did this in an effort to reduce shipping costs, as the shipper gave a price discount based on volume. Lifted reimbursed Mr. Warrender’s company for the cost of shipping. During the year ended December 31, 2022, Mr. Warrender’s company refunded Lifted a net amount of $7,377.

Robert T. Warrender III

During the quarters ended March 31, 2023 and 2022, $9,231 and $33,423, respectively, in compensation was paid to Mr. Robert T. Warrender III, who is NWarrender’s brother, and Director Robert T. Warrender II’s son. On January 9, 2023, Mr. Warrender was hired by Lifted as an employee; previously, Mr. Warrender operated as an independent contractor of Lifted.

Vincent J. Mesolella

During each of the quarters ended March 31, 2023 and 2022, Lead Outside Director, Vincent J. Mesolella received quarterly directors fees in the amount of $4,000. During the quarter ended March 31, 2022, Mr. Mesolella was also paid $40,000 of the Modified 2021 Bonus Pool Amount.

Joshua A. Bloom

During each of the quarters ended March 31, 2023 and 2022, Director Dr. Joshua A. Bloom received quarterly directors fees in the amount of $4,000. During the quarter ended March 31, 2022, Dr. Bloom was also paid $20,000 of the Modified 2021 Bonus Pool Amount.

Richard E. Morrissy

During each of the quarters ended March 31, 2023 and 2022, Director Mr. Richard E. Morrissy received quarterly directors fees in the amount of $4,000.

James S. Jacobs

During each of the quarters ended March 31, 2023 and 2022, Director Dr. James S. Jacobs received quarterly directors fees in the amount of $4,000. Dr. Jacobs is the brother of CEO GJacobs, and Dr. Jacobs is the uncle of WJacobs.

F-20

Kevin J. Rocio

During each of the quarters ended March 31, 2023 and 2022, Director Mr. Kevin J. Rocio received quarterly directors fees in the amount of $4,000.

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. During the quarter ended March 31, 2022, GJacobs was also paid $143,713 of the Modified 2021 Bonus Pool Amount.  

William C. “Jake” 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. During the quarter ended March 31, 2022, WJacobs was also paid $152,341 of the Modified 2021 Bonus Pool Amount.

Nicholas S. Warrender

On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note accruing interest of 2% per year (the “$3.75M Note”), (3) 3,900,455 shares of unregistered common stock of the Company (the “Stock Consideration”), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by NWarrender in a schedule delivered by NWarrender to the Company at the closing of the Merger (the “Deferred Contingent Stock”), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by NWarrender in a schedule delivered by NWarrender to the Company at the closing of the Merger (the “Warrants”).

On December 30, 2021, LIFD repaid all principal and interest due under the $3.75M Note between NWarrender and LIFD dated February 24, 2020 that was a portion of the Merger Consideration paid by LIFD to NWarrender 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, NWarrender 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% (the “$2.75M Note”).

F-21

Prior to July 25, 2022, the $2.75M Note payable jointly by the Company and Lifted to NWarrender was secured by a perfected first lien security interest (the “Security Interest”) that encumbered all of the assets of the Company and Lifted. The Company was obligated to pay off the principal of the $2.75M 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. 

On June 7, 2022, LFTD Partners prepaid $916,666 of the principal of the $2.75M Note, and $29,384 of related accrued interest through that date, which left $1,833,334 remaining principal on the $2.75M Note. On July 5, 2022, we entered into an agreement (“Acceleration Agreement”) with NWarrender. Under the terms of the Acceleration Agreement, we were obligated to repay the remaining principal balance as follows: $1,374,999 on or before December 31, 2022, and $458,335 on or before December 31, 2024. Then, on July 8, 2022, we prepaid $916,666, along with accrued interest, and then, on July 25, 2022, we prepaid the remaining principal balance of $916,668 and accrued interest in full, and all collateral securing the $2.75M Note was released.

As of March 31, 2022, there was accrued interest of $16,575 payable to Nicholas S. Warrender related to the $2.75M Note.

Bonus

During the quarter ended March 31, 2022, NWarrender was also paid $680,000 of the Modified 2021 Bonus Pool Amount.

Obligation to Purchase Headquarters Building

Toward the end of 2020, NWarrender, through his assigned entity 95th Holdings, LLC, purchased a building located at 5511 95th Avenue in Kenosha, Wisconsin (“5511 Building”) that was immediately leased to us to conduct our expanded operations. The 5511 Building includes office, laboratory and warehouse space. As part of the lease agreement with 95th Holdings, LLC, the parties agreed that our wholly owned subsidiary Lifted would eventually purchase the 5511 Building. The purchase price for the 5511 Building was originally subject to variation based on a formula agreed upon by the parties. Pursuant to an agreement with Warrender on December 30, 2021, the parties agreed to set the purchase price for the 5511 Building at $1,375,000. Prior to the Acceleration Agreement, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the 5511 Building from 95th Holdings, LLC at the agreed upon $1,375,000 purchase price within two days.

Warrender Enterprise Inc.

As of December 31, 2021, $4,607 was owed by Lifted to Warrender Enterprise Inc., an affiliate of NWarrender; this was related to an income tax refund related to Warrender Enterprise Inc. that was deposited into Lifted’s account. This money was returned to NWarrender in the first quarter of 2022, and Lifted did not owe any money to Warrender Enterprise Inc. at December 31, 2022.

SmplyLifted LLC

On a quarterly basis, SmplyLifted LLC reimbursed Lifted for WJacobs’ time as the Chief Financial Officer at WJacobs’ hourly rate.

As of December 31, 2021, SmplyLifted LLC owed $457 to Lifted as reimbursement for WJacobs’ 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.

F-22

Corner Vapory LLC

NWarrender 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. Periodically, Corner Vapory may purchase products from Lifted.  No sales were made during the first quarter of 2023 and no accounts receivable was outstanding as of March 31, 2023.

In comparison, during the quarter ended March 31, 2022, Corner Vapory LLC purchased $6,232 worth of products from Lifted, and Lifted recorded a receivable of $5,087 from Corner Vapory LLC as of March 31, 2022. Corner Vapory LLC is provided distributor pricing, similar to many other stores that are customers of Lifted.

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’s rented space in Zion, Illinois, was not adequate in light of various issues including zoning uncertainties, lack of air conditioning, and small size. As such, on December 18, 2020, Lifted as tenant entered into a Lease Agreement (the “Lease) with 95^th Holdings, LLC (“Landlord”) for office, laboratory and warehouse space in a building located at 5511 95^th Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”). The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 

Lifted constructed improvements including a clean room, and gradually moved into the Kenosha Premises over the course of the first quarter of 2021. Under the terms of the “triple-net” Lease, starting on January 1, 2021, Lifted leased approximately 11,238 square feet at the Premises at $6.13 per square foot per year in base rent ($68,888.94 in 2021), which is subject to a 2% increase in base rent each year, plus certain operating expenses and taxes. The Lease will continue until midnight on the fifth anniversary date of the commencement date of the Lease. Lifted shall have the right to extend the original five year term of the Lease for one extension period of two years, commencing upon the expiration of the original term. Lifted and Landlord are required to execute an “Amendment of Extension” prior to six months before the expiration of the original term.

Rent Schedule

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

Under the terms of the lease, the tenant, Lifted, has the option to purchase the property at any time prior to December 31, 2025, and in any event, Lifted is obligated to purchase the property on or before that date. Pursuant to the Lease, in all cases Lifted’s purchase price for the Premises shall be in an amount equal to the greater of: (1) the fair market value of the Premises at the time Lifted purchases the Premises; or (2) any remaining principal balance of any purchase-money mortgage for the Premises existing at the time of the closing of Lifted’s purchase, plus the corresponding amount identified in the Additional Purchase Price Schedule attached as Exhibit B to the Lease, which is an additional amount ranging between $300,000 and $375,000 based on the number of years that have passed between the commencement of the Lease and the purchase of the Premises by Lifted.

F-23

Landlord is an entity owned by NWarrender, the Company’s Vice Chairman and COO, the CEO of Lifted, and the largest stockholder of the Company as beneficial owner of 3,900,455 common stock shares. Due to the potential conflict of interest, the terms and conditions of the Lease were negotiated on behalf of Lifted by Vincent J. Mesolella, the Lead Outside Director of the Company. Landlord and Lifted were represented by their own independent legal counsel in connection with the Lease. Under the terms of the Lease, NWarrender is able to benefit through his entity 95^th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted.

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. Pursuant to the terms of the Acceleration Agreement, the purchase date has been delayed until on or before December 31, 2023.

NOTE 9 – SHAREHOLDERS’ EQUITY

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 and pays 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 and deemed effective by the SEC on August 26, 2021.

As of March 31, 2023, 61,650 shares of Series A Preferred Stock have been converted into a total of 6,165,000 shares of common stock of the Company, which leaves 4,500 shares of Series A Preferred Stock currently outstanding, convertible into 450,000 shares of common stock of the Company. 

F-24

As of March 31, 2023 and December 31, 2022, the Company has accrued a liability of $9,569 and $9,240, 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 quarters ended March 31, 2023 and 2022, a total of $3,000 and $3,000, 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 and pays 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 and deemed effective by the SEC on August 26, 2021. As of March 31, 2023, 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, convertible into 40,000 shares of common stock of the Company.

As of March 31, 2023 and December 31, 2022, the Company has accrued a liability of $3,275 and $1,796, 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 quarters ended March 31, 2023 and 2022, a total of $0 and $0 respectively, of cash dividends were paid to the Series B Convertible Preferred Stock holders.

F-25

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

At the closing of acquisition of Lifted, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company at the closing of the Merger (the “Deferred Contingent Stock Recipients”). Now that certain conditions and requirements have been met, starting on February 24, 2023, the Deferred Contingent stock has begun to be issued to certain Deferred Contingent Stock Recipients who have instructed the Company to issue to them their respective, earned Deferred Contingent Stock.

Due to the lack of marketability of the Company’s common stock, LFTD Partners hired a third-party valuation firm (the “Valuation Firm”) to calculate discount rates to apply to the value of the Deferred Contingent Stock for both financial reporting and tax purposes. The Valuation Firm used the Finnerty Protective Put Model to determine the discount rates to apply to the Deferred Contingent Stock in order to value it, for both financial reporting and tax reporting purposes. The Finnerty model is variant of the protective put method that estimates the discount based on the average price over the restriction period rather than based on the final price.

The Valuation Firm’s report indicated that, for financial reporting purposes, a 22% discount for lack of marketability should be used when valuing all 645,000 shares of Deferred Contingent Stock, as of February 24, 2023. Assumptions used in the model for financial reporting purposes include: that no dividends on common stock will be paid, that the expected volatility is based on the historical volatility of the trading of LIFD’s common stock, and that there is a 0.5 year term based on the six-month holding period due to Rule 144. As of February 24, 2023, total stock compensation expense of $2,138,175 related to the 645,000 shares of Deferred Contingent Stock was recognized.

The Valuation Firm’s report also indicated that, for tax reporting purposes, discounts ranging from 23% to 31% for lack of marketability and blockage should be used when valuing the Deferred Contingent Stock that was issued during the first quarter of 2023. In the Finnerty Protective Put model for each unique block of issued stock, the Valuation Firm has assumed a minimum term of six months, equal to the minimum time to sell the subject shares due to their restricted nature; and a maximum term equal to the amount of time it would take for the market to absorb the additional shares based upon an assumed additional volume of 7.5%. The Valuation Firm also assumed that no dividends on common stock will be paid, and that the expected volatility is based on the historical volatility of the trading of LIFD’s common stock. As of March 31, 2023, 410,000 shares of Deferred Contingent Stock have been issued to certain Deferred Contingent Stock Recipients, including 200,000 shares of Deferred Contingent Stock to WJacobs.

In comparison, no share-based compensation expense was recognized during the quarter ended March 31, 2022.

The following is a summary of share-based compensation, stock option and warrant activity as of March 31, 2023 and changes during the quarter then ended:

						Weighted-Average
				Weighted-Average		Remaining Contractual		Aggregate Intrinsic
	Shares			Exercise Price		Term (Years)		Value
Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2022		3,627,198		$	3.85		2.07	$	370,331
Cancellation of contingent warrants issued in connection with the acquisition of Lifted Made		(15,000	)
Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, March 31, 2023		3,587,198		$	3.84		1.82	$	636,771
Outstanding Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, March 31, 2023		3,612,198		$	3.85		1.82	$	636,771

F-26

Cancellation of Warrants Issued in Connection with the Acquisition of Lifted Made

On February 24, 2023, Warrants to purchase 15,000 shares of unregistered common stock of the Company were cancelled because the Warrant recipient was no longer continuously employed by Lifted or was no longer a contractor, consultant, paid advisor, or informal paid advisor of Lifted.

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 Stock and Retirement of 100,000 Shares of Common Stock

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. On March 8, 2022, all 100,000 shares were transferred to the Company and immediately cancelled.

NOTE 10 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Operating and Finance Lease Right-of-Use Assets – In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”).  The amended guidance, which is effective for the Company on January 1, 2019, requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet; lease expense for these types of leases are recognized on a straight-line basis over the lease term.  Options to extend or terminate a lease are not included in the determination of the right-of-use asset or lease liability unless it is reasonably certain to be exercised.  Lifted adopted ASU 2016-02 using the modified retrospective approach, electing the package of practical expedients.

Lifted does not own any physical properties.

Lease of Building Located at 5511 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 Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”).  The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 

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.

F-27

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 anniversary date of the commencement date of the Lease.  Lifted shall have the right to extend the original five year term of the Lease for one extension period of two years, commencing upon the expiration of the original term. Lifted and Landlord are required to execute an “Amendment of Extension” prior to six months before the expiration of the original term.

Rent Schedule

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

Under the terms of the Omnibus Agreement, Lifted was 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.

Pursuant to the Acceleration Agreement, Lifted’s obligation to purchase the Premises from Landlord was delayed to on or before December 31, 2023.  

Prior to the signing of the Acceleration Agreement, the Finance Lease Right-of-Use Asset was to 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. As a result of the signing of the Acceleration Agreement, the accounting for the Finance Lease Right-of-Use Asset will be adjusted accordingly.

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 Lease”) with TI Investors of Kenosha LLC, (“TI”) for office and warehouse space (the “58^th Suite 850”) located at 8920 58th Place, Suite 850, Kenosha, WI 53144. The 58^th Suite 850 serve as sales offices and finished goods storage for Lifted.

The term of the 58^th Lease commenced on October 1, 2021. The initial term of the Lease will extend approximately three year, unless earlier terminated in accordance with the terms and conditions of the 58^th Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the 58^th Lease for an additional term.

Under the terms of the 58^th Lease, Lifted leases approximately 5,000 square feet of the 58^th Suite 850 and pays a base square foot charge of $5.75 per square foot per annum, with a 3% increase in rent each year during the term. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease is accounted for as an operating lease.

F-28

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 with TI for office and warehouse space located at 8910 58th Place, Suites 600 & 700, Kenosha, WI 53144 (the “Second 58^th Lease”). The Second 58^th Lease is used for raw goods storage.

The term of the Second 58^th Lease commenced on January 1, 2022. The initial term of the Second 58^th Lease will extend approximately five years, unless extended or earlier terminated in accordance with the Second 58^th Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the Second 58^th Lease for an additional term.

Under the terms of the Second 58^th Lease, Lifted leases approximately 8,000 square feet at 8910 58th Place, Suites 600 & 700, Kenosha, WI and pay a base square foot charge of $6.00 per square foot per annum, with increases in rent each year during the term as set out in the table titled “Rent Schedule” below. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease is accounted for as an operating lease.

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

Lease of Space Located at 9560 58th Place, Suite 360, Kenosha, Wisconsin 53144

On May 31, 2022, Lifted entered into another lease agreement with TI for office and warehouse space located at 9560 58th Place, Suite 360, Kenosha, WI 53144 (the “Third 58^th Lease”). The Third 58^th Lease is expected to be used for gummy manufacturing, as well as provide additional needed office space.

The term of the Third 58^th Lease commenced on July 1, 2022 (the “Commencement Date”). The initial term of the Third 58^th Lease will extend approximately five years from the Commencement Date and ending June 30, 2027, unless extended or earlier terminated in accordance with the Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the Third 58^th Lease for an additional term.

F-29

Under the terms of the Third 58^th Lease, Lifted leases approximately 6,132 square feet at 9560 58th Place, Suite 360, Kenosha, WI 53144 and pay an initial base square foot charge of $10.75 per square foot per annum, with increases in rent each year during the term as set out in the table titled “Rent Schedule” below. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating cost. This lease is accounted for as an operating lease.

Rent Schedule

Date	Base Monthly Rent
07/01/2022 – 06/30/2023	$	5,493.25
07/01/2023 – 06/30/2024	$	5,630.58
07/01/2024 – 06/30/2025	$	5,771.35
07/01/2025 – 06/30/2026	$	5,915.63
07/01/2026 – 06/30/2027	$	6,063.52

Sublease of Space Located at 2701-09 West Fulton PH, Chicago, Illinois 60612

On July 6, 2022, Lifted entered into a sublease for office space in Chicago, Illinois located at 2701-09 West Fulton PH, Chicago, Illinois 60612. The sublease costs $3,000 per month, plus supplemental lease related charges such as real estate taxes and common expenses of the property that we anticipate will be commercially typical costs. The sublease was retroactively effective as of June 1, 2022 and for a five-month term that ended on October 31, 2022. The purpose of the sublease is to make available office space for the members of Lifted’s sales team who live in Chicago. These salespeople were spending significant time in their cars commuting from Chicago to Kenosha.

The sublessor is one of our affiliates, Bill McLaughlin, Lifted’s Chief Strategy Officer. The sublease is structured so that Mr. McLaughlin's lease payment obligations to the landlord are passed on to Lifted on a dollar-for-dollar basis, such that Mr. McLaughlin does not realize a cashflow profit or loss from the sublease.

The sublease is currently operating on a month-to-month basis. Since the term is less than twelve months, this lease is not recorded on the Consolidated Balance Sheet, and lease expense is recognized on a straight-line basis over the lease term.

Lease of Space Located at 5732 95th Avenue, Suite 200 and 300, Kenosha, Wisconsin 53144

On November 28, 2022, Lifted entered into a lease agreement with Ladi Investments LLC (“Ladi”) for commercial space located at 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144 (the “5732 Lease”). The 5732 Lease is expected to be used to expand Lifted’s gummy manufacturing operations.

The 5732 Lease will commence on February 1, 2023. The initial term of the 5732 Lease will extend approximately five years (sixty-one months) from February 1, 2023 and end February 29, 2028, unless extended or earlier terminated in accordance with the 5732 Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the 5732 Lease for an additional term.

Under the terms of the 5732 Lease, Lifted will lease approximately 4,657 square feet. Lifted will not pay any base square foot charge during February 2023. During the next twelve months, Lifted will pay a base square foot charge of $0.73 per square foot per annum, with a 4% increase in rent each twelve months thereafter during the term as set out in the table titled “Rent Schedule” below. This lease is accounted for as an operating lease.

F-30

Rent Schedule

Date	Base Monthly Rent
February 1, 2023 – February 28, 2023	$	0.00
March 1, 2023 – February 29, 2024	$	3,395.73
March 1, 2024 – February 28, 2025	$	3,531.56
March 1, 2025 – February 28, 2026	$	3,672.82
March 1, 2026 – February 28, 2027	$	3,819.73
March 1, 2027 – February 29, 2028	$	3,972.52

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	March 31, 2023
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $136,689	Non-Current  Assets	$	641,447
Liability	Balance Sheet Line	March 31, 2023
Operating Lease Liabilities	Current Liabilities	$	148,220
	Non-Current Liabilities	$	503,828

Balance Sheet Classification of Finance Lease Assets and Liabilities

Asset	Balance Sheet Line	March 31, 2023
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $216,808	Non-Current Assets	$	1,263,600
Liability	Balance Sheet Line	March 31, 2023
Finance Lease Liabilities	Current Liabilities	$	1,363,768

F-31

Lease Costs

The table below summarizes the components of lease costs for the following periods: 

Lease Cost:	Three  Months Ended March 31, 2023		Three  Months Ended March 31, 2022
Finance lease expense:
Amortization of Right-of-Use Assets	$	10,800	$	12,337
Interest on lease liabilities		24,162		11,289
Operating lease expense		44,708		20,147
Total	$	79,670	$	43,773

As described in NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, a portion of monthly overhead costs such as lease expense are allocated to finished goods. For example, 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.

Maturity Analysis as of March 31, 2023:

	Finance			Operating
2023	$	1,428,754		$	140,336
2024		-			184,318
2025		-			166,364
2026		-			171,446
2027		-			83,746
Thereafter		-			7,945
Total		1,428,754			754,155
Less: Present value discount		(64,986	)		(102,107	)
Lease liability	$	1,363,768		$	652,048

Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company

The Compensation Committee of the Company’s Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company.

F-32

Bonus to Lifted’s Chief Strategy Officer

Lifted’s Chief Strategy Officer (the “CSO”) 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. The CSO’s two-year agreement with Lifted entitles such CSO 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 March 31, 2023, the bonus payable to the CSO totaled $312,340. In comparison, at December 31, 2022, the bonus payable to the CSO totaled $265,694. This bonus is accrued in the Accounts Payable and Accrued Expenses liability account on the Consolidated Balance Sheets.

Company-Wide Management Bonus Pool

Please refer to NOTE 12 – COMPANY-WIDE MANAGEMENT BONUS POOL for more information about the company-wide management bonus pool.

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. 

Other Contingent Contractual Obligations and Commercial Commitments

For other contingent contractual obligations and commercial commitments, please refer to NOTE 8 – RELATED PARTY TRANSACTIONS. 

NOTE 11 – LEGAL PROCEEDINGS

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Except for income tax contingencies, the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred.

Lifted currently is involved in three pending lawsuits, as the plaintiff:

(1)	Lifted Liquids, Inc. v. Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe – The Company has filed an action in a case styled “Lifted Liquids, Inc. v. Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe” seeking to recover $30,000 that was to be held in escrow. The Company is also requesting approximately $14,569 in damages resulting from Girish GPO’s failure to pay for product it ordered and that the Company delivered. The Company has obtained a default judgment against the Law Offices of Saul Roffe and is attempting to collect on the judgment.  The action against Girish GPO is in the discovery phase and the Company intends to continue pursuing the action and recover its damages.
(2)	Lifted Liquids, Inc. v. Asad Awawdeh and Habib Cash and Carry SD, Inc. – The Company has filed an action seeking to recover approximately $98,000 in damages resulting from Defendants’ failure to pay for product they ordered. The matter has been filed in California and the Company intends to pursue the action and recover its damages.
(3)	Lifted Liquids, Inc. v. DEV Distribution, LLC, No, DC-22-15080 – In October 2022, Lifted filed an action against Dev Distribution LLC, a vendor who failed to deliver certain products that Lifted has purchased and paid $263,938 for. The case is pending in the State of Texas 14th Civil District Court of Dallas County and is in its early stages. Lifted has amended the complaint to seek the return of its molds and its packaging materials as well as other damages as a result of the vendor's actions.

F-33

Lifted currently is involved in one pending lawsuit, as the defendant:

(1) Martha, Edgar v. Lifted Liquids – Edgar Martha, who worked in Lifted’s production facility, has sued Lifted in regard to an alleged chemical burn. Mr. Martha has expressed to Lifted’s attorney that Mr. Martha is inclined to settle the case for $5,000. However, there can be no assurance or guarantee that the case can be settled for $5,000, as the medical bills in the case are significant and Mr. Martha’s medical insurance carrier has refused coverage.

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).

In December 2021, our wholly-owned subsidiary Lifted sued distributor Monkey Bones Distribution, LLC for breach of contract for its failure to pay funds due under the agreement between the parties. In February 2022, the parties settled the litigation and agreed to mutual releases and dismissal of the lawsuit in exchange for $36,100.28 paid by Monkey Bones to Lifted Liquids and 15,000 custom gray scale empty disposable devices delivered to Monkey Bones by Lifted Liquids. The parties performed the settlement agreement and the matter was dismissed on February 3, 2022.

NOTE 12 – COMPANY-WIDE MANAGEMENT BONUS POOL

Pursuant to the employment agreements entered into between the Company and its three principal executives GJacobs, WJacobs and NWarrender (individually, “Executive”), the Company is obligated to compensate management of the Company via a management bonus pool.

For each fiscal year during the Employment Term, the Executive shall be eligible to be considered for an annual bonus (the “Annual Bonus”) as part of a Company-wide management bonus pool arrangement. During the fourth quarter of each year, the Chairman of the Compensation Committee of the Board (the “Compensation Committee”) shall recommend in writing a consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) target (each, a “Target”) for the following year (the “Target Year”), which Target must be approved in writing by each of the following for as long as he remains employed by the Company: GJacobs, WJacobs, and NWarrender (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 15^th 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.

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The company-wide Bonus Pool for 2021 was $1,559,334 (the “Modified 2021 Bonus Pool Amount”), which was the aggregate amount that was accrued for in LIFD’s financial statements covering the period from January 1, 2021 through September 30, 2021. The Modified 2021 Bonus Pool Amount was distributed during the quarter ended March 31, 2022.

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. As of September 30, 2022, the Company did not meet the diluted earnings per share of common stock requirement of $0.42 per share ($0.56 x 3/4), and as a result, the Company eliminated the company-wide bonus pool accrual of $2,121,532, which had been accrued through June 30, 2022. During the fourth quarter of 2022 and the first quarter of 2023, the Company did pay bonuses totaling $466,668 to certain members of the management team of Lifted; however, none of this $466,668 went to GJacobs, WJacobs or NWarrender, and it is accounted for as Company-Wide Management Bonus Pool expense on the Consolidated Statements of Operations. This $466,668 will be deducted from the anticipated 2023 company-wide bonus pool on a dollar-for-dollar basis. In comparison, as of December 31, 2021, the Company reported a company-wide bonus pool accrual of $1,556,055.

NOTE 13 – 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 Three Months Ended
	March 31,
	2023			2022
Current
Domestic-Federal	$	117,702		$	582,618
Domestic-State		50,005			321,405
Franchise Taxes		9,491			-
		177,198			904,024
Deferred
Domestic-Federal		(114,535	)		230,593
Domestic-State		(35,441	)		64,861
		(149,976	)		295,454
Total Provision (Benefit) for Income Taxes	$	27,222		$	1,199,478

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 US GAAP. 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, 2017 through 2021, and once the Company’s 2022 tax return is filed, the Company’s 2022 tax return will also be subject to examination.

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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 Three Months Ended
	March 31,
	2023			2022
Domestic-Federal	$	(24,049	)	$	870,297
State tax benefit, net of federal benefit		(7,410	)		341,567
Non-deductible expenses		49,339			1,972
Franchise taxes		9,491			-
Change in estimated future income tax rates		(4,927	)		(131,918	)
Change in valuation allowance		4,778			117,560
Total Provision (Benefit) for Income Taxes	$	(27,221	)	$	1,199,478

Deferred tax assets and liabilities as of March 31, 2023 and December 31, 2022 were as follows:

	March 31,			December 31,
	2023			2022
Deferred Tax Assets:
Stock-based compensation	$	2,973,658		$	2,754,875
Sales Allowances		231,066			256,650
Accrued Related Party Expenses		267			612
Allowance for Doubtful Accounts		116,828			77,269
Other		29,515			23,060
Less: Valuation allowance for stock-based compensation		(2,759,653	)		(2,754,875	)
Total Deferred Tax Assets		591,681			357,591
Deferred Tax Liabilities:
Depreciation & Amortization		(354,283	)		(270,169	)
Total Deferred Tax Liabilities		(354,283	)		(270,169	)
Net Deferred Tax Assets	$	237,398		$	87,422

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NOTE 14 – SUBSEQUENT EVENTS

Management of the Company has evaluated the events that have occurred through the date of the filing of this Quarterly Report on Form 10-Q and has noted the following subsequent events for disclosure purposes:

Manufacturing, Sales and Marketing Agreement With Diamond Supply Co.

On April 23, 2023, Lifted entered into a Manufacturing, Sales and Marketing Agreement (“Diamond Agreement”) with Diamond Supply Co. (“Diamond”), Calabasas, California, effective as of April 21, 2023. Founded in 1998, Diamond develops and sells a full range of skateboard hard and soft goods including bolts, bearings, t-shirts, hoodies, and other skateboarding and streetwear accessories. The Diamond Agreement entitles Lifted to be the exclusive worldwide manufacturer and distributor of Diamond’s disposable vapes, gummies, pre-rolled joints, and hard candies. These products may contain CBD, hemp, delta-8-THC, delta-10-THC, cannabis and/or cannabinoid derivatives and are to be branded under one or more of Diamond’s brands or marks.

Lifted shall pay Diamond a royalty of twenty percent (20%) of Adjusted Gross Revenue (defined below) on the initial manufacturing run of each product manufactured and sold by Lifted Made under the Diamond Agreement. The Diamond Agreement defines Adjusted Gross Revenue as revenue on the product “less any sales taxes, actual returns, pre-approved discounts, replacements, refunds and credits for returns.”

After the initial manufacturing run of a product, Lifted shall pay Diamond a royalty of forty five percent (45%) of Adjusted Gross Revenue on subsequent manufacturing runs for that product; however, under the terms of the Diamond Agreement, the parties will split manufacturing costs 50/50 for products sold after each product’s first manufacturing run. Alternatively, under the terms of the Diamond Agreement, Diamond is entitled to notify Lifted that it elects to be paid a flat 7% of Adjusted Gross Revenue on specific subsequent manufacturing runs without sharing in the manufacturing costs for that run. Diamond is also entitled to purchase products produced under the Diamond Agreement from Lifted for direct sale on Diamond’s website and via certain other channels used by Diamond. Under the terms of the Diamond Agreement, Diamond’s cost for these products acquired for direct sale is 30% below wholesale. 

Under the terms of the Diamond Agreement, the parties will together set prices for Diamond products. The term of the Agreement is three years and may be extended with the mutual consent of the parties. However, the Diamond Agreement may be extended for one-year with notice by Diamond at least three months prior to the end of the 3-year term, or by mutual consent of the parties. If Lifted pays to Diamond aggregate annual royalty payments of at least $1,000,000 per year, then the Diamond Agreement shall automatically renew for an additional one-year term.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

Asset Purchase Agreement

On April 28, 2023, Lifted purchased nearly all of the assets (the “Purchased Assets”) of its hemp flower products supplier Oculus CRS, LLC, Aztec, New Mexico (“Oculus”) for a total purchase price of $368,488 in cash. The Purchased Assets include, but are not limited to, Oculus’ operational equipment, office equipment, raw materials, inventory, cash on hand, accounts receivable, and a contract (the “Machine Purchase Contract”) to purchase, for a total of $309,213 (the “Machine Purchase Price”), a new machine that is ready for delivery, and that when delivered and installed will be used to automate a substantial portion of the manufacturing of the hemp flower products. $99,910 of the Machine Purchase Price had already been paid by Oculus, leaving $209,303 as the remaining portion of the Machine Purchase Price (the “Machine Purchase Final Payment”).

The $368,488 purchase was paid by Lifted using cash on hand. At the closing, Oculus applied the entire Purchase Price to pay off all of Oculus’ liabilities as of the closing date (the “Oculus Liabilities”), including the Machine Purchase Final Payment. The only asset of Oculus that was not included in the Purchased Assets was Oculus’ rights as the plaintiff in a pending lawsuit filed by Oculus against a particular customer for an alleged breach of contract.

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Agreement and Plan of Merger

Simultaneously with Lifted’s purchase of the Purchased Assets, Lifted executed an Agreement and Plan of Merger (“Merger Agreement”) with Oculus CHS Management Corp. (the “Management Corp.”), pursuant to which the Management Corp. was merged with and into Lifted, with Lifted being the surviving corporation in the merger (the “Merger”). The only assets of the Management Corp. were multi-year employment contracts with the owners/managers of Oculus, Chase and Hagan Sanchez (the “Employment Agreements”).

The Merger consideration (the “Merger Consideration”) will be paid by Lifted to Chase and Hagan Sanchez in two installments.

The first installment of the Merger Consideration was paid by Lifted to Chase and Hagan Sanchez at the closing of the Merger, and consisted of 100 shares of unregistered common stock of LIFD.

The second installment of the Merger Consideration will be paid by Lifted to Chase and Hagan Sanchez following the first anniversary of the closing of the Merger which will be April 28, 2024. The second installment of the Merger Agreement will be calculated and paid out as follows:

(1) Lifted’s CEO Nick Warrender, in consultation with LIFD’s President and CFO William “Jake” Jacobs, will analyze and make a written determination (the “Determination”) of the incremental pre-tax cash flow that Nick Warrender estimates that the hemp flower products division is generating for Lifted above and beyond the annual profits that are currently being generated for Lifted due to Lifted’s current business relationship with Oculus (the “Incremental Pre-Tax Profits”), after taking into account all relevant financial factors including but not limited to the purchase price of the Purchased Assets, the merger consideration, and all items of income, expense and investment directly and indirectly associated with Lifted’s hemp flower products division, which Determination will be final and legally binding on all of the parties; and

(2) Within five days following delivery of the Determination, Lifted will pay Chase and Hagan Sanchez a second installment of Merger consideration equal to five times the Incremental Pre-Tax Profits, provided that (a) 20% of such second installment of Merger consideration shall be paid in the form of cash, (b) 80% of such second installment of Merger consideration shall be paid in the form of unregistered shares of common stock of LIFD, which unregistered shares of common stock of LIFD shall be valued at $5 per share regardless of whether LIFD’s common stock is then trading at a price that is lower or higher than $5 per share, and (c) such second installment of Merger consideration shall be subject to a minimum value of $1 million dollars and a maximum value of $6 million dollars (with the stock portion of the second installment of Merger consideration being valued at $5 per share under all circumstances.)

As examples, for illustrative purposes only:

(a)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $500,000, then the second installment of the Merger Consideration would be calculated as $500,000 X 5 = $2,500,000, of which ($2,500,000 X .2) = $500,000 would be in the form of cash, and the remaining $2,000,000 would be paid in the form of ($2,000,000/$5) = 400,000 newly issued shares of unregistered LIFD Common Stock;
(b)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $25,000, then the second installment of the Merger Consideration would be the minimum of $1,000,000, of which ($1,000,000 X .2) = $200,000 would be in the form of cash, and the remaining $800,000 would be paid in the form of ($800,000/$5) = 160,000 newly issued shares of unregistered LIFD Common Stock; and
(c)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $2,000,000, then the second installment of the Merger Consideration would be the maximum of $6,000,000, of which ($6,000,000 X .2) = $1,200,000 would be in the form of cash, and the remaining $4,800,000 would be paid in the form of ($4,800,000/$5) = 960,000 newly issued shares of unregistered LIFD Common Stock.

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The foregoing description of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.74.

Employment Agreements

Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, all of the Management Corp.’s rights and obligations under the Employment Agreements have been assumed by Lifted. Chase and Hagan Sanchez are now the Vice President of Flower and General Manager of Flower of Lifted, respectively, and will continue to manage the hemp flower products business in Aztec, NM, which will operate as a hemp flower products division within Lifted, reporting to Nick Warrender, Lifted’s CEO. Pursuant to Chase Sanchez’s employment agreement, his salary is $150,000 per year. Hagan Sanchez’s salary is $100,000 per year. Both agreements are subject to termination with or without cause, non-solicitation, non-competition and non-disclosure clauses. 

The foregoing description of the terms of the Sanchez Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Sanchez Employment Agreements, copies of which are attached hereto as Exhibits 10.75 and 10.76.

In addition to Chase and Hagan Sanchez, a total of 20 other people who previously worked at Oculus have now transitioned to become full-time employees of Lifted. Lifted has agreed to pay employment bonuses to certain of these new people, in an aggregate amount totaling $50,000, pursuant to written instructions to Lifted from Chase and Hagan Sanchez.

Lease Agreement – Aztec New Mexico

Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, Lifted has assumed Oculus’ lease of office and operational space in Aztec, New Mexico. The leased premises includes a shop building of approximately 4,800 square feet and adjacent fenced parking area located at 16178 US Hwy 550, Aztec, San Juan County, New Mexico. The term of this lease (the “term”) shall be for a period of one (1) year, commencing on the 1st day of December 2022, and continuing in force until the 30th day of November, 2023, unless terminated earlier as provided in this lease. The lease payments are $3,850 per month. All monthly payments are due and payable in advance on the first day of each month. The lessee is also required to pay taxes, insurance and certain maintenance costs of the leased premises.

The foregoing description of the terms of the Assignment and Assumption of Lease and Landlord Consent and Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment and Assumption of Lease and Landlord Consent and Lease Agreement, copies of which are attached hereto as Exhibit 10.77.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q, references to the “Company,” “LFTD Partners,” “LIFD,” “we,” “our” or “us” refer to LFTD Partners Inc. and Lifted, unless the context otherwise indicates.

During the first quarter of 2023, the Company recognized a net loss after ten straight quarters of profitability, solely because of the impact of a one-time, non-cash stock compensation expense. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from a net income for the quarter of $1,442,466 to a net loss of $141,742. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively.

Prior to the acquisition of Lifted on February 24, 2020, LFTD Partners Inc. had no sources of revenue, and LFTD Partners Inc. had a history of recurring losses, which has resulted in an accumulated deficit of $4,385,286 as of March 31, 2023. LFTD Partners Inc. is currently also accruing and paying dividends on outstanding Preferred Stock at the rate of 3% per year, and has certain bonuses being accrued, among other ongoing financial obligations. In addition, as extensively discussed in the Company’s 2022 Annual Report on Form 10-K, we are subject to a wide variety of Risk Factors including substantial legal and regulatory risks. These matters cumulatively raise substantial doubt about our ability to continue as a going concern.

This Management’s Discussion and Analysis (“MD&A”) section discusses our results of operations, liquidity and financial condition and certain factors that may affect our future results. You should read this MD&A in conjunction with our financial statements and accompanying notes included elsewhere in this report.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company’s current plans, and the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this quarterly report.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2023. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include the “Risk Factors” included herein and in our Annual Report on Form 10-K filed with the SEC on March 21, 2023, that can be read at www.sec.gov.

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Overview

Please refer to NOTE 1 – DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC. for information.

Liquidity and Capital Resources

On February 24, 2020, the Company acquired 100% of the ownership interests of Lifted. All of the Company’s sales are generated by the Company’s wholly-owned subsidiary Lifted; LFTD Partners as an entity by itself generates no sales. We also do not recognize any revenue or earnings from our investments in Bendistillery, Ablis or Bend Spirits.

The Company's cash needs for working capital, capital expenditures, growth opportunities, the payments of Series A and Series B preferred stock dividends, bonuses, and other obligations, are expected to be met with current cash on hand and cash flows provided by operating activities.

The Company has a history of losses as evidenced by the accumulated deficit at March 31, 2023 of $4,385,286. We plan to sustain the Company as a going concern by taking the following actions: (1) continuing to operate Lifted; (2) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (3) completing private placements of our common stock and/or preferred stock. We believe that by taking these actions, we will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that we will be successful in consummating such actions on acceptable terms, if at all. Moreover, many of such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

The following table summarizes our Company’s cash flows for the three months ended March 31, 2023 and 2022.

	For the Three Months Ended
	March 31,
	2023			2022
Net Cash Provided by Operating Activities	$	329,205		$	394,292
Net Cash Used in Investing Activities	$	(368,785	)	$	(54,238	)
Net Cash (Used In) Provided By Financing Activities	$	(20,918	)	$	2,641,345

Net cash provided by operating activities was $329,205 for the quarter ended March 31, 2023, compared to net cash provided by operating activities of $394,292 for the quarter ended March 31, 2022. During the quarter ended March 31, 2023, net cash provided by operating activities primarily resulted from a net loss of $141,742, which includes non-cash expenses of $2,246,777, offset by increases in working capital items of $1,775,830, Non-cash expenses are primarily related to $2,138,175 of stock compensation expense. Working capital of $1,671,501 was used to purchase inventory. In comparison, during the quarter ended March 31, 2022, net cash provided by operating activities was primarily generated from net income of $2,944,793; cash was primarily used for the purchase of inventory.

Net cash used in investing activities was $368,785 and $54,238 during the quarters ended March 31, 2023 and 2022, respectively, and was due to the net purchase of fixed assets in both periods.

During the quarter ended March 31, 2023, net cash used in financing activities was $20,918, driven by payments of preferred stock dividends and payments on the finance lease liability. During the quarter ended March 31, 2022, net cash provided by financing activities was $2,641,345, primarily driven by proceeds received from the $2.75M Note.

During the quarter ended March 31, 2023, net cash decreased by $60,498. In comparison, during the quarter ended March 31, 2022, net cash increased by $2,981,399.

4

Comparison of the balance sheet at March 31, 2023 to December 31, 2022

The following table summarizes our current assets, current liabilities and working capital as of March 31, 2023 and December 31, 2022.

	March 31, 2023		December 31, 2022
Current Assets	$	14,923,190	$	13,853,949
Current Liabilities		5,713,031		6,210,133
Working Capital		9,210,158		7,643,816

Total current assets at March 31, 2023 of $14,923,190 were adequate for us to fund current operations; total current assets primarily consisted of inventory of $7,563,500, cash on hand of $3,470,125, and net accounts receivable of $2,339,370.

Sales allowance, which reduce gross sales on the Consolidated Statements of Operations, are recorded for estimated future discounts/refunds and product returns and are netted against accounts receivable on the Consolidated Balance Sheets. Consequently, as of March 31, 2023 and December 31, 2022, accounts receivable were reduced by $841,129 and $935,881, respectively. The primary impetus for the need of a sales allowance and a reduction in accounts receivable as of March 31, 2023 was that, sometimes, when employees of federal, state and local regulatory agencies and/or law enforcement make statements and/or issue correspondence that claim or imply that certain hemp-derived cannabinoid products are unsafe or illegal, these statements and correspondence, and industry publications and/or news media coverage of such statements and correspondence, may trigger confusion, uncertainty or alarm among the distributors, retailers and consumers who purchase our products, and consequently result in decreased sales or returns/exchanges of our products. However, the Company has been able to re-sell the returned products to other distributors, retailers and consumers. Nonetheless, in anticipation of the need to honor exchanges of these certain products, management records a credit note reserve and corresponding sales allowance for these types of products.

All accounts receivable older than 90 days are accrued for in allowances for doubtful accounts, which totaled $425,281 and $281,762 at March 31, 2023 and December 31, 2022, respectively. At March 31, 2023, the Company also reported prepaid expenses of $1,365,058.

In comparison, consolidated current assets of $13,853,949 at December 31, 2022 primarily consisted of prepaid expenses of $1,668,961, inventory of $6,023,967, net accounts receivable of $2,410,327, and cash on hand of $3,530,623. Prepaid expenses include prepaid inventory at March 31, 2023 and December 31, 2022 of $1,246,978 and $1,527,920, respectively.

At March 31, 2023 and December 31, 2022, our other assets primarily included goodwill of $22,292,767 related to the acquisition of Lifted on February 24, 2020. Also, at both March 31, 2023 and December 31, 2022, our other assets included our investments in Ablis, Bendistillery and Bend Spirits, which total $1,896,200. At March 31, 2023, we also reported a net finance lease right-of-use asset of $1,263,600, a net operating lease right-of-use asset of $641,447, net fixed assets of $1,321,997, the non-current portion of the settlement asset of $138,768, and security and state licensing deposits of $30,789. Due to an extreme need for additional employee parking spots at the 5511 Building, the Company in the fourth quarter of 2022 built a parking lot at the 5511 Building for $193,216, which is accounted for as a leasehold improvement (a capitalized fixed asset). The investment in this necessary parking lot has no impact on the $1,375,000 purchase price that Lifted has committed to pay for the 5511 Building on or before December 31, 2023. In comparison, at December 31, 2022, we also reported a net finance lease right-of-use asset of $1,274,400, a net operating lease right-of-use asset of $496,604, net fixed assets of $1,020,255, the non-current portion of the settlement asset at $185,024, and security and state licensing deposits of $25,600.

At March 31, 2023, current liabilities of $5,713,031 primarily consisted of accounts payable and accrued expenses of $3,460,366, income tax payable of $244,958, finance lease liability of $1,363,768, and deferred revenue of $481,899. In comparison, current liabilities as of December 31, 2022 of $6,210,133 primarily consisted of accounts payable and accrued expenses of $4,049,897, finance lease liability of $1,357,524, and deferred revenue of $594,086.

5

The Company had an accumulated deficit of $4,385,286 and $4,238,735 as of March 31, 2023 and December 31, 2022, respectively.

Comparison of operations for the three months ended March 31, 2023 to March 31, 2022

During the three months ended March 31, 2023, net sales decreased to $12,461,793 compared to $18,088,877 for the three months ended March 31, 2022. Reasons for the decrease in net sales include, but are not limited to: greater competition in the marketplace for branded hemp-derived and psychoactive products that are similar to those that Lifted sells; more distributors creating their own brands and selling their own branded products at a lower price than Lifted’s products; increased competition for products containing more milligrams of cannabinoids per unit at a lower price point; and other competing brands paying distributors and wholesalers to replace Lifted’s products on valuable shelf space.

During the quarter ended March 31, 2023, hemp-derived products and psychoactive, non-hemp-derived products made up approximately 91% and 8% of Lifted’s sales, respectively. In comparison, during the quarter ended March 31, 2022, hemp-derived products and nicotine products made up 96% and 4% of Lifted’s sales, respectively.

During the quarter ended March 31, 2023, approximately 48% of Lifted’s sales were vapes, 31% of Lifted’s sales were edibles, 13% of Lifted’s sales were hemp flower products, and 8% of Lifted’s sales were cartridges. In comparison, during the quarter ended March 31, 2022, approximately 52% of Lifted’s sales were vapes, 27% of Lifted’s sales were edibles, 13% of Lifted’s sales were cartridges, 7% of Lifted’s sales were hemp flower products, and 1% of Lifted’s sales were dabs.

Gross profit for the three months ended March 31, 2023 and 2022 was $5,648,445 and $7,984,984, respectively. Gross margin percentage was 45% and 44% for the three months ended March 31, 2023 and 2022, respectively.

During the first quarter of 2023, the Company recognized a net loss after ten straight quarters of profitability, solely because of the impact of a one-time, non-cash stock compensation expense. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from a net income for the quarter of $1,442,466 to a net loss of $141,742. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively.

During the quarter ended March 31, 2023, the Company expensed $1,874,498 related to payroll, consulting and independent contractor expenses; this is up from $1,854,151 in payroll, consulting and independent contractor expenses during the quarter ended March 31, 2022. Lifted continues to increase the size of its workforce, especially the number of its production personnel. The Company has also recently hired a compliance officer, and an IT specialist. In addition, Lifted’s CSO, who was 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. The CSO’s two-year agreement with Lifted entitles the CSO 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. For the quarters ended March 31, 2023 and 2022, the bonus earned by the CSO decreased to $312,340 from $604,444, respectively.

During the quarter ended March 31, 2023, the Company expensed and paid $233,332 to certain members of the management team of Lifted; however, none of this $233,332 went to GJacobs, WJacobs or NWarrender, and it is accounted for as Company-Wide Management Bonus Pool expense on the Consolidated Statements of Operations. This $233,332, along with the $233,336 Company-Wide Management Bonus Pool expense paid to certain members of the management team of Lifted (again excluding GJacobs, WJacobs or NWarrender) in the fourth quarter of 2022 will be deducted from the anticipated 2023 company-wide bonus pool on a dollar-for-dollar basis. In comparison, during the quarter ended March 31, 2022, the Company recognized $969,370 related to the company-wide management bonus pool.

Driven by increased sales, bank charges and merchant fees increased to $136,819 during the quarter ended March 31, 2023, up from $133,036 during the quarter ended March 31, 2022.

6

During the quarter ended March 31, 2023, the Company incurred $228,571 in advertising and marketing expenses, which primarily related to trade shows, marketing, and the cost of promotional items. In comparison, during the quarter ended March 31, 2022, the Company incurred $105,601 in advertising and marketing expenses, which primarily related to public relations, trade shows, and the cost of promotional items.

Bad debt expense decreased to $143,519 during the quarter ended March 31, 2023, from $248,000 during the quarter ended March 31, 2022.

Other operating expenses increased to $611,466 during the quarter ended March 31, 2023, from $382,462 during the quarter ended March 31, 2022. Other operating expenses include, for example, lab supplies, dues and subscriptions, meals and entertainment, insurance expenses, repairs and maintenance, and state license & filing fees. The annual cost of certain insurance policies that the Company has in place are based on the Company’s revenue; as such, these policies are costly for the Company. 

During the quarter ended March 31, 2023, total, net non-operating Other Expenses of $9,636 primarily consisted of interest expense of $24,187, offset by interest income of $14,812. In comparison, during the quarter ended March 31, 2022, total, non-operating Other Expenses of $28,165 primarily consisted of interest expense of $31,731 offset by a gain on forgiveness of debt of $5,026.

During the quarter ended March 31, 2023, the Company recognized a net loss of $141,742. In comparison, during the quarter ended March 31, 2022, the Company recognized net income of $2,944,793.

Critical Accounting Policies

Critical accounting policies are discussed in NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES of the consolidated financial statements accompanying this Quarterly Report on Form 10-Q.

Tax Provision

Please refer to NOTE 13 – INCOME TAXES for more information about the Company’s quarterly tax provision.

Other Matters

We may be subject to other legal proceedings, claims, and litigation arising in the ordinary course of business in addition to the matters discussed above in NOTE 11 – LEGAL PROCEEDINGS. We intend to vigorously pursue and defend such litigation. Although the outcome of these other matters is currently not determinable, our management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our Company’s financial position, results of operations, or cash flows.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in recent months in the development and distribution of vaccines. It has already disrupted Lifted’s operations, global travel and supply chains, and adversely impacted global commercial activity. Considerable uncertainty still surrounds COVID-19, the evolution and future impact of its variants, its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses and of various efforts to inoculate the global population. The travel restrictions, limits on hours of operations and/or closures of non-essential businesses, and other efforts to curb the spread of COVID-19 and its variants have significantly disrupted business activity globally and there is uncertainty as to if and when these disruptions will fully subside.

7

Significant uncertainty continues to exist concerning the impact of the COVID-19 pandemic on Lifted’s, our customers’ and target companies’ business and operations in future periods. Although our total revenues for the year ended December 31, 2022 were not materially impacted by COVID-19, we believe that our revenues may be negatively impacted in future periods until the effects of the pandemic have fully subsided and the current macroeconomic environment has substantially recovered. The uncertainty related to COVID-19 may also result in increased volatility in the financial projections we use as the basis for estimates and assumptions used in our financial statements. We have made some efforts to try to adapt our operations to meet the challenges of this uncertain and rapidly evolving situation, including expanding operations in areas where we perceive government restrictions on business operations are relatively less burdensome, and focusing some of our new product development in areas where we perceive government restrictions and prohibitions on hemp-derived cannabinoid products are relatively less likely. The COVID-19 pandemic and its ramifications, including Illinois Governor Pritzker’s Executive Order in response to the pandemic, materially damaged Lifted’s business, among other things by disrupting Lifted’s access to its employees, suppliers, packaging, distributors and customers. That is why Lifted applied for and received funding under the federal Economic Injury Disaster Loan program and the federal Paycheck Protection Program.

Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: disruptions of Lifted’s workforce; limitations on the ability of our customers to conduct their business, purchase our products, and make timely payments; curtailed consumer spending; deferred purchasing decisions; supply chain problems and delays, and changes in demand from retail customers. We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our Chief Financial Officer, WJacobs, evaluated the effectiveness of the Company’s disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, WJacobs concluded that because of the material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of March 31, 2023.

(b) Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. “Internal Control Over Financial Reporting” is defined in Exchange Act Rules 13a -15(f) and 15d - 5(f) as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by an issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes those policies and procedures that:

(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of an issuer;
(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material adverse effect on the financial statements.

8

During March 2023, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2023 based on the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, management concluded that our internal control over financial reporting as of March 31, 2023 was not effective. Management identified the following material weaknesses as of March 31, 2023:

(1) There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation.

Management has determined that the Company should seek to enhance its internal controls over financial reporting by maintaining the following steps first commenced in 2010:

(1) During November 2010, the Company increased its Board of Directors to six members by adding another independent member, Vincent J. Mesolella. Mr. Mesolella is the Chairman of the Narragansett Bay Commission, Providence, Rhode Island. Mr. Mesolella is also the Founder, President and Chief Executive Officer of MVJ Realty, LLC, a real estate development company. Mr. Mesolella has previously served as the Chairman of the Audit Committee of the Board of Directors of a publicly traded company.

Beginning in March 2010, the Company began emailing or mailing to Vincent J. Mesolella a copy of each monthly statement from its bank summarizing all activity in the Company’s checking account, for review and questioning as appropriate. The purpose of Mr. Mesolella’s involvement is to provide monitoring, oversight and assistance to GJacobs, Chief Executive Officer, in the preparation and reporting of the Company’s financial statements.

In December 2021, the Company engaged a third-party consulting firm that specializes in the implementation of the Sarbanes-Oxley Act, to assist management with the implementation of the Sarbanes-Oxley Act. The Company is actively engaged in a comprehensive effort to comply with the Sarbanes-Oxley Act, but additional work is required, and no guarantee or assurance can be given as to when such work will be completed.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

This Quarterly Report on Form 10-Q does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Quarterly Report on Form 10-Q.

Management is unaware of any material inaccuracies or errors in the Company’s financial statements as of March 31, 2023.

(c) Changes in internal control over financial reporting

Our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Description of Legal Proceedings

Lifted currently is involved in four pending lawsuits, three as the plaintiff, and one as the defendant. Please refer to NOTE 11 – LEGAL PROCEEDINGS above for more information. 

ITEM 1A. RISK FACTORS.

The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2022 continue to represent the most significant risks to the Company’s future results of operations and financial conditions, without further modification or amendment, except as follows:

(1) An infectious hop latent viroid might adversely affect the availability and cost of our raw materials

It has been reported that experts have sounded an alarm over the global spread of a dangerous and infectious hop latent virus (HpLVd) that is threatening to spiral out of control and potentially cause billions of dollars of losses for cannabis and hop growers. If this viroid were to cause significant problems for hemp growers in the US, it might potentially decrease the availability, and increase the cost, of hemp and hemp-derived cannabinoids that are the principal raw materials for our products. This may have a material adverse effect on our Company and the trading price of our common stock; and

(2) Communications by employees of regulatory agencies and/or law enforcement may disrupt the sales of our products

Employees of federal, state and local regulatory agencies and/or law enforcement sometimes make statements and/or issue correspondence that claim or imply that certain hemp-derived cannabinoid products are unsafe or illegal. These statements and correspondence, and industry publications and/or news media coverage of such statements and correspondence, sometimes trigger confusion, uncertainty or alarm among the distributors, retailers and consumers who purchase our products, and sometimes result in decreased sales or returns/exchanges of our products.  This situation may have a material adverse effect on our Company and the trading price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuance of Deferred Contingent Stock

At the closing of the acquisition of Lifted, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation to certain persons specified by NWarrender in a schedule delivered by him to the Company at the closing of the Merger. Now that certain conditions and requirements have been met, starting on February 24, 2023, the deferred contingent stock has begun to be issued to certain recipients of the deferred contingent stock who have instructed the Company to issue to them their respective, earned deferred contingent stock. As of March 31, 2023, 410,000 shares of deferred contingent stock have been issued to certain recipients of deferred contingent stock, including 200,000 shares of deferred contingent stock to WJacobs. See NOTE 9 – SHAREHOLDERS’ EQUITY.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

On April 28, 2023, Lifted purchased nearly all of the assets of its hemp flower products supplier Oculus CRS, LLC, Aztec, New Mexico, and merged with Oculus CHS Management Corp. In connection with the merger, 100 shares of unregistered common stock of LIFD were issued, and more shares will be issued at a later date. See NOTE 14 – SUBSEQUENT EVENTS.

The Company relied on the exemption from registration contained in Section 4(2) of the Securities Act for the issuance of the shares of common stock described above.

10

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None; not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

None; not applicable.

ITEM 5. OTHER INFORMATION.

None; not applicable.

ITEM 6. EXHIBITS.

The following Exhibits have been previously filed in the below referenced filings or have been attached hereto, and in any case, as is stated on the cover of this Report, all of the below Exhibits are incorporated herein by reference.

10.53	Compensation Agreement between Acquired Sales Corp., Gerard M. Jacobs and William C. "Jake" Jacobs dated as of June 19, 2019
10.58	Lease Agreement - 5511 95th Avenue, Kenosha, WI 53144
10.61	Lease Agreement - 8920 58th Place, Suite 850, Kenosha, WI 53144
10.62	Lease Agreement - 8910 58th Place, Suites 600 and 700, Kenosha, WI 53144
10.67	Omnibus Agreement dated December 30, 2021 between LFTD Partners Inc. Nicholas S. Warrender, 95th Holdings, LLC, Gerard M. Jacobs and William C. “Jake” Jacobs
10.68	Amended Omnibus Agreement dated February 14, 2022 between LFTD Partners Inc. Nicholas S. Warrender, Gerard M. Jacobs and William C. “Jake” Jacobs
10.69	Lease Agreement - 9560 58th Place, Suite 360, Kenosha, WI 53144
10.70	Acceleration Agreement
10.71	Commercial Sublease – 2701-09 West Fulton PH, Chicago, IL 60612
10.72	Lease Agreement - 5732 95th Ave, Suites 200 and 300, Kenosha, WI 53144
10.72.1	Manufacturing, Sales and Marketing Agreement – Cali Sweets, LLC
10.73	Manufacturing, Sales and Marketing Agreement – Diamond Supply Co.
10.74	Agreement and Plan of Merger - Oculus CHS Management Corp.
10.75	Hagan Sanchez Employment Agreement
10.76	Chase Sanchez Employment Agreement
10.77	Assignment and Assumption of Lease and Landlord Consent and Lease Agreement – Aztec New Mexico

This Form 10-Q

31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of principal accounting officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Press Release dated May 15, 2023
101.INS	XBRL Instance Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH	XBRL Taxonomy Extension Schema Document.

11

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LFTD Partners Inc.
Dated: May 12, 2023	By:	/s/ Gerard M. Jacobs
		Gerard M. Jacobs
		Chief Executive Officer

12

EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, Gerard M. Jacobs, certify that:

1.	I have reviewed this report on Form 10-Q of LFTD Partners Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2023	/s/ Gerard M. Jacobs
	Gerard M. Jacobs
	Principal Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, William C. “Jake” Jacobs, certify that:

1.	I have reviewed this report on Form 10-Q of LFTD Partners Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 12, 2023	/s/ William C. “Jake” Jacobs
	William C. “Jake” Jacobs
	Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LFTD Partners Inc. (the "Company") on Form 10-Q for the fiscal quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard M. Jacobs, Principal Executive Officer of the registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 12, 2023	/s/ Gerard M. Jacobs
	Gerard M. Jacobs
	Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LFTD Partners Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William C. “Jake” Jacobs, Principal Accounting Officer of the registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 12, 2023	/s/ William C. “Jake” Jacobs
	William C. “Jake” Jacobs
	Principal Accounting Officer

EX-99.1

EXHIBIT 99.1

LFTD Partners Inc. Reports Q1 2023 Financial Results

JACKSONVILLE, FL, May 15, 2023 (Accesswire) – LFTD Partners Inc. ("LFTD Partners" or the "Company") (OTCQB: LIFD), the corporate parent of Lifted Made, maker of the award-winning Urb and Silly Shruum brands of hemp and psychoactive products, today reported its first quarter 2023 financial results. 

Nicholas S. Warrender, Vice Chairman and COO of LFTD Partners and Founder and CEO of Lifted Made, said, “We’ve made tremendous progress this year to position ourselves for long term growth and we generated over $12 million in top line and generated over $2 million in EBITDA in Q1. We recently entered into a five-year agreement to serve as the exclusive worldwide manufacturer and distributor of vape and gummy products for Cali Sweets in California, under the brand names Koko Puffz and Koko Yummiez. The feedback we are hearing is very positive on our new Koko branded product launches. We also recently entered into a multi-year agreement with Diamond Supply Co. in California, to serve as the exclusive worldwide manufacturer of Diamond-branded hemp-derived products. Diamond is a leading brand in skateboarding and streetwear. Nick Tershay, founder of Diamond is a true visionary in the counterculture space, working with top brands and artists like Nike, Modelo, DJ Khaled, Travis Scott, and many more. We're thrilled to add Urb to that list and bring fresh eyes and innovation to the cannabinoid market. We just recently closed on the acquisition of Oculus CRS, which has been a valuable supplier of high quality, award-winning, packaged flower products, such as joints and blunts.”

Income Statement Highlights – Q1 2023 Compared to Q1 2022:

·         Revenue decreased 31% to $12,461,793, down from $18,088,877

·         One-time, non-cash employee stock compensation expense of $2,138,175, up from $0 

·         Net loss of $141,742, down from net income of $2,944,793

·         Basic net loss per common share of $0.01 per share, down from $0.21 basic net income per common share

·         Diluted net loss per common share of $0.01 per share, down from $0.18 diluted net income per common share

·         Basic and diluted weighted average shares outstanding for the three months ended March 31, 2023 were 14,246,745 and 14,246,745, respectively

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Balance Sheet Highlights – March 31, 2023 Compared to December 31, 2022:

·         Cash on hand decreased 2% to $3,470,125, down from $3,530,623

·         Inventory increased 26% to $7,563,500, up from $6,023,967

·         Current assets increased 8% to $14,923,190, up from $13,853,949

·         Current ratio increased 17% to 2.61, from 2.23

·         Working capital increased 20% to $9,210,158, up from $7,643,816

·         No debt as of March 31, 2023

Gerard M. Jacobs, Chairman and CEO of LFTD Partners, said, “During the first quarter of 2023, LFTD Partners recognized a net loss after ten straight quarters of profitability, solely because of the impact of a one-time, non-cash employee stock compensation expense of $2.1 million. At the closing of our acquisition of Lifted Made in February 2020, 645,000 shares of our unregistered common stock were designated as contingent deferred compensation to employees specified by Nick Warrender, as an employee retention incentive. The deferred contingent stock vested on February 24, 2023, and in accordance with US GAAP, we expensed the value of the vested deferred contingent stock. This one-time, non-cash charge swung our company from a positive net income for the quarter of $1.4 million to a net loss of $141,000. But for this charge, LFTD Partners would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively, for Q1 2023.”

Earnings Conference Call and Webcast Information

LFTD Partners plans to hold a first quarter 2023 earnings conference call and webcast today, Monday, May 15, 2023 at 8:30 AM ET.

Participant phone numbers:

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 401324

Webcast event link:

https://www.webcaster4.com/Webcast/Page/2916/48446

The participant phone numbers and webcast event link are shown on the Investor Relations section of LFTD Partners' website at https://www.lftdpartners.com/investors.

The webcast replay will also be available on the Investor Relations section of LFTD Partners' website.

Although attendees will have the opportunity to submit questions during the earnings conference call, attendees are encouraged to submit questions prior to the call by emailing them to: jakejacobs@lftdpartners.com.

2

About LFTD Partners Inc.

Publicly-traded LFTD Partners Inc., Jacksonville, FL (OTCQB:LIFD) is the parent corporation of Lifted Made, Kenosha, WI (www.urb.shop), which manufactures and sells hemp-derived and psychoactive products under its award-winning Urb and Silly Shruum brands. LFTD Partners Inc. also owns 4.99% of CBD-infused beverage and products maker Ablis (www.AblisBev.com), and of craft vodka, gin and whiskey distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com) all located in Bend, OR. Please read LIFD's filings with the U.S. Securities and Exchange Commission which fully describe our business and the Risk Factors associated therewith. Stay updated with our company news and product launches by subscribing to our newsletters at www.LFTDPartners.com and www.urb.shop.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes the operations, financing, growth, performance, products, plans and expectations of LFTD Partners Inc. and Lifted Made. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to these companies' actual operations, financing, growth, performance, products, plans or results of these companies differing materially from those expressed or implied by the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain other factors, including the risk factors set forth in LFTD Partners Inc.'s filings with the Securities and Exchange Commission. This press release does not constitute an offer to sell common stock or any other securities of LFTD Partners Inc.

CONTACTS:

Gerard M. Jacobs, Chairman and CEO of LFTD Partners Inc.

(847) 915-2446

GerardMJacobs@LFTDPartners.com  

www.LFTDPartners.com

Nicholas S. Warrender, Vice Chairman and COO of LFTD Partners Inc. and CEO of Lifted Made

(224) 577-8148

CEO@urb.shop  

www.urb.shop

William C. "Jake" Jacobs, CPA, President and CFO of LFTD Partners Inc. and President of Lifted Made

(847) 400-7660

JakeJacobs@LFTDPartners.com  

www.LFTDPartners.com  

3

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Cover [Abstract]
Entity Registrant Name	LFTD PARTNERS INC.
Entity Central Index Key	0001391135
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		14,512,578
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52102
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-0479286
Entity Address Address Line 1	14155 Pine Island Drive
Entity Address City Or Town	Jacksonville
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32224
City Area Code	847
Local Phone Number	915-2446
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	LIFD
Entity Interactive Data Current	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash and Cash Equivalents	$ 3,470,125	$ 3,530,623
Prepaid Expenses	1,365,058	1,668,961
Accounts Receivable, net of allowance of $425,281 in 2023 and $281,762 in 2022	2,339,370	2,410,327
Inventory	7,563,500	6,023,967
Current Portion of Settlement Asset	185,024	185,024
Other Current Assets	113	35,047
Total Current Assets	14,923,190	13,853,949
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	237,398	87,422
Fixed Assets, less accumulated depreciation of $276,186 in 2023 and $209,143 in 2022	1,321,997	1,020,255
Security and State Licensing Deposits	30,789	25,600
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $216,808 in 2023 and $206,008 in 2022	1,263,600	1,274,400
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $136,689 in 2023 and $100,892 in 2022	641,447	496,604
Non-Current Portion of Settlement Asset	138,768	185,024
Total Assets	42,746,154	41,132,221
Current Liabilities
Finance Lease Liability	1,363,768	1,357,524
Operating Lease Liability	148,220	117,719
Deferred Revenue	481,899	594,086
Income Tax Payable	244,958	77,641
Accounts Payable and Accrued Expenses	3,460,366	4,049,897
Accounts Payable - Related Party	975	2,229
Preferred Stock Dividends Payable	12,845	11,036
Total Current Liabilities	5,713,031	6,210,133
Non-Current Liabilities
Operating Lease Liability	503,828	384,417
Total Non-Current Liabilities	503,828	384,417
Total Liabilities	6,216,859	6,594,549
Commitments and Contingencies	0	0
Preferred Stock Value	45	45
Common Stock, $0.001 par value; 100,000,000 shares authorized; 14,512,578 shares issued and outstanding at March 31, 2023, and 14,102,578 shares issued and outstanding at December 31, 2022	14,513	14,103
Additional Paid-in Capital	40,121,000	38,762,260
235,000 shares of Deferred Contingent Stock issuable upon instruction by the respective Deferred Contingent Stock Recipient	779,025	0
Accumulated Deficit	(4,385,286)	(4,238,735)
Total Shareholders' Equity	36,529,296	34,537,671
Total Liabilities and Shareholders' Equity	$ 42,746,154	$ 41,132,221

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accounts Receivable, allowance	$ 425,281	$ 281,762
Accumulated depreciation	276,186	209,143
Finance Lease Right-of-Use Asset Amortization	216,808	206,008
Operating Lease Right-of-Use Asset Amortization	$ 136,689	$ 100,892
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	14,512,578	14,102,578
Common Stock, shares outstanding	14,512,578	14,102,578
Series A Convertible Preferred Stock [Member]
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	400,000	400,000
Preferred Stock, shares issued	4,500	4,500
Preferred Stock, shares outstanding	4,500	4,500
Series B Convertible Preferred Stock [Member]
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	40,000
Preferred Stock, shares outstanding	40,000	40,000
Deferred Contingent Stock issuable	$ 235,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Net Sales	$ 12,461,793	$ 18,088,877
Cost of Goods Sold	6,813,348	10,103,893
Gross Profit	5,648,445	7,984,984
Operating Expenses:
Deferred Contingent Stock Expense	2,138,175	0
Payroll, Consulting and Independent Contractor Expenses	1,874,498	1,854,151
Company-Wide Management Bonus Pool	233,332	969,370
Professional Fees	348,816	117,226
Bank Charges and Merchant Fees	136,819	133,036
Advertising and Marketing	228,571	105,601
Bad Debt Expense	143,519	248,000
Depreciation and Amortization	38,133	2,703
Other Operating Expenses	611,466	382,462
Total Operating Expenses	5,753,329	3,812,549
Income/(Loss) From Operations	(104,884)	4,172,436
Other Income/(Expenses)
Interest Expense	(24,187)	(31,731)
Penalties	(261)	(1,952)
Gain on Forgiveness of Debt	0	5,026
Interest Income	14,812	491
Total Other Income/(Expenses)	(9,636)	(28,165)
Income/(Loss) Before Provision for Income Taxes	(114,520)	4,144,270
Provision for Income Taxes	(27,222)	(1,199,478)
Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders	$ (141,742)	$ 2,944,793
Basic Net Income/(Loss) per Common Share	$ (0.01)	$ 0.21
Diluted Net Income/(Loss) per Common Share	$ (0.01)	$ 0.18
Weighted average number of common shares outstanding:
Basic	14,246,745	14,017,578
Diluted	14,246,745	15,924,776

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-In Capital	Deferred Contingent Stock	Accumulated Deficit
Balance, shares at Dec. 31, 2021		45,750	14,027,578
Balance, amount at Dec. 31, 2021	$ 27,461,804	$ 46	$ 14,028	$ 0	$ 38,862,333	$ 0	$ (11,414,602)
Series A Preferred Stock dividend payable	(4,253)						(4,253)
Series B Preferred Stock dividend payable	(1,476)						(1,476)
Issuance of Common Stock Upon Exercise of Warrant, shares			50,000
Issuance of Common Stock Upon Exercise of Warrant, amount	50,000		$ 50		49,950
Repurchase and cancellation of Common Stock, shares			(100,000)
Repurchase and cancellation of Common Stock, amount	(150,000)		$ (100)		(149,900)
Net Income	2,944,793						2,944,793
Balance, shares at Mar. 31, 2022		45,750	13,977,578
Balance, amount at Mar. 31, 2022	30,300,868	$ 46	$ 13,978	0	38,762,383	0	(8,475,539)
Balance, shares at Dec. 31, 2022		44,500	14,102,578
Balance, amount at Dec. 31, 2022	34,537,671	$ 45	$ 14,103	0	38,762,260	0	(4,238,735)
Series A Preferred Stock dividend payable	(3,329)						(3,329)
Series B Preferred Stock dividend payable	(1,480)						(1,480)
Net Income	(141,742)						(141,742)
Issuance of 410,000 of the total 645,000 shares of Deferred Contingent Stock related to the acquisition of Lifted, of which shares began being issued on February 24, 2023 upon direction by the Deferred Contingent Stock Recipients, shares			410,000
Issuance of 410,000 of the total 645,000 shares of Deferred Contingent Stock related to the acquisition of Lifted, of which shares began being issued on February 24, 2023 upon direction by the Deferred Contingent Stock Recipients, amount	2,138,175		$ 410		1,358,740	779,025
Balance, shares at Mar. 31, 2023		44,500	14,512,578
Balance, amount at Mar. 31, 2023	$ 36,529,296	$ 45	$ 14,513	$ 0	$ 40,121,000	$ 779,025	$ (4,385,286)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows From Operating Activities
Net Income/(Loss)	$ (141,742)	$ 2,944,793
Adjustments to Reconcile Net Income/(Loss) to Net Cash Provided by Operating Activities:
Deferred Contingent Stock Expense	2,138,175	0
Bad Debt Expense	143,519	248,000
Depreciation and Amortization	77,843	28,446
Gain on Forgiveness of Debt	0	(5,026)
Spoiled and Written Off Inventory	131,967	561,417
Sales Allowances	(94,751)	0
Deferred Income Taxes	(149,976)	295,455
Effect on Cash of Changes in Operating Assets and Liabilities
Accounts Receivable	22,190	(675,116)
Prepaid Expenses	303,903	1,122,795
Dividend Receivable from Bendistillery, Inc.	0	2,495
Income Tax Payable	167,317	861,444
Management Bonuses Payable	0	(941,562)
Company-wide Management Bonus Pool	0	(586,684)
Inventory	(1,671,501)	(2,671,948)
Other Current Assets	29,745	(4,518)
Trade Accounts Payable and Accrued Expenses	(589,531)	496,401
Accounts Payable and Interest Payable to Related Parties	(1,254)	(1,301)
Change in Settlement Asset	46,256	0
Change in ROU Asset	35,796	12,337
Change in Finance & Operating Lease Liabilities	(6,564)	1,551
Deferred Revenue	(112,187)	(1,294,687)
Net Cash Provided by Operating Activities	329,205	394,292
Cash Flows From Investing Activities
Net Purchase of Fixed Assets	(368,785)	(54,238)
Net Cash Used in Investing Activities	(368,785)	(54,238)
Cash Flows From Financing Activities
Issuance of Common Stock	0	50,000
Payments of Dividends to Series A Convertible Preferred Stockholders	(3,000)	(3,000)
Proceeds from Borrowings Under Notes Payable to Related Party - Nick Warrender	0	2,750,000
Purchase of Shares of Common Stock	0	(150,000)
Repayment of Finance Lease Liability	(17,918)	(5,655)
Net Cash Provided By/(Used In) Financing Activities	(20,918)	2,641,345
Net Increase/(Decrease) in Cash	(60,498)	2,981,399
Cash and Cash Equivalents at Beginning of Period	3,530,623	1,602,731
Cash and Cash Equivalents at End of Period	3,470,125	4,584,131
Supplemental Cash Flow Information:
Cash Paid For Interest	24,187	28,424
Cash Paid For Income Taxes	390	0
Non-Cash Activities:
Right-of-Use assets acquired from inception of Operating Leases	$ 180,639	$ 224,264

XML

DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

3 Months Ended

Mar. 31, 2023

DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

NOTE 1 – DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

LFTD Partners Inc. (hereinafter sometimes referred to as “LFTD Partners”, the “Company”, “LIFD”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are traded on the OTCQB Venture Market under the trading symbol LIFD.

On May 18, 2021, the Company changed its name to LFTD Partners Inc. from Acquired Sales Corp. On March 15, 2022, the Company changed its stock trading symbol to LIFD.

After acquiring, operating and then selling businesses involved in the defense sector, our business is currently involved in the development, manufacture and sale of a wide variety of branded, hemp-derived, psychoactive and alternative lifestyle products. We are primarily interested in acquiring rapidly growing, profitable companies that are also involved in the manufacture and sale of branded, hemp-derived, psychoactive and alternative lifestyle 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.

Lifted Made

On February 24, 2020, we 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.urb.shop), Kenosha, Wisconsin (“Lifted Made” or “Lifted”). Lifted manufactures and sells hemp-derived and psychoactive products under its award-winning Urb Finest Flowers (“Urb”) and Silly Shruum brands. Products currently sold by Lifted include, for example: disposable vapes, cartridges and gummies containing hemp-derived cannabinoids; joints and blunts containing various strains of hemp flower; gummies containing various ingredients such as muscimol, mushroom extracts, and kanna; and kava.

Cali Sweets Agreement

On January 11, 2023, Lifted entered into a Manufacturing Sales and Marketing Agreement (“Cali Agreement”) with Cali Sweets, LLC (“Cali”). Cali is headquartered in North Hollywood, California, and currently sells products under the brand name Koko Nuggz. The Cali Agreement entitles Lifted to be the exclusive worldwide manufacturer and distributor of Cali’s disposable vape products (under the brand name Koko Puffz) and gummy products (under the brand name Koko Yummiez).

Pursuant to the Cali Agreement, Lifted will manufacture, market, and distribute certain Cali products and brands worldwide. Lifted and Cali will equally share certain production and marketing costs associated with such products on a dollar-for-dollar basis. Revenue from the sale of such Cali products will be divided on a 60/40 basis, net of any returns, discounts, or replacements, with 60% allocated to Lifted, and the remaining 40% to Cali.

Under the terms of the Cali Agreement, Lifted will have the right, in its discretion, to add new Cali brands and products as they are developed. Lifted can also set prices for Cali products it supplies or unilaterally discontinue the supply of any Cali product if it no longer makes business sense to Lifted. The parties also agreed that Cali will provide social media marketing services for both Cali products and brands, and for Lifted’s Urb branded products.

The term of the Cali Agreement is five years and may be extended with the mutual consent of the parties. However, after the initial 24 months, the Cali Agreement may be terminated by either party, for any or no reason, upon providing the other party with 180 days written notice. Cali may become subject to early exit payments to Lifted if it early terminates. The exit fee formula is based on estimated profits that Lifted may have enjoyed had Cali not early terminated the relationship.

Diamond Supply Co. Agreement

On April 23, 2023, Lifted entered into a Manufacturing, Sales and Marketing Agreement with Diamond Supply Co., Calabasas, California, effective as of April 21, 2023, as described below in NOTE 14 – SUBSEQUENT EVENTS.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

On April 28, 2023, Lifted purchased nearly all of the assets of its hemp flower products supplier Oculus CRS, LLC, Aztec, New Mexico, and merged with Oculus CHS Management Corp., as described below in NOTE 14 – SUBSEQUENT EVENTS.

Ablis, Bendistillery and Bend Spirits

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.ablisbev.com), and of distilled spirits manufacturers Bendistillery Inc. (“Bendistillery”) (www.bendistillery.com) and Bend Spirits, Inc. (“Bend Spirits”), all located in Bend, Oregon. Ablis manufactures and sells flavored, lightly carbonated, canned, CBD-infused beverages and shots, CBD-infused muscle rub, among other products. Bendistillery manufactures and sells straight and flavored vodka and gin and various types of whiskey under its brand Crater Lake Spirits (www.craterlakespirits.com).

Obligation to Purchase Headquarters Building

Toward the end of 2020, our Vice Chairman and Chief Operating Officer Nicholas S. Warrender (“NWarrender”), through his assigned entity 95th Holdings, LLC (“Holdings”), purchased a building located at 5511 95th Avenue in Kenosha, Wisconsin (“5511 Building”) that was immediately leased to us to conduct our expanded operations. The 5511 Building includes office, laboratory and warehouse space. As part of the lease agreement with Holdings, the parties agreed that our wholly owned subsidiary Lifted would eventually purchase the 5511 Building. The purchase price for the 5511 Building was originally subject to valuation based on a formula agreed upon by the parties. Pursuant to an agreement with NWarrender on December 30, 2021, the parties agreed to set the purchase price for the 5511 Building at $1,375,000. Prior to the Acceleration Agreement, which was entered into by the Company with NWarrender on July 5, 2022, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the 5511 Building from Holdings at the agreed upon $1,375,000 purchase price within two days.

The Company desires to have all of its operations under one roof at the 5511 Building in order to become more efficient. The Company has hired and paid an architectural and construction company (the “Construction Company”) which has created a preliminary design for expanding the 5511 Building by approximately 30,000 square feet. The Construction Company has provided a preliminary estimate that the potential expansion could cost the Company approximately $3,500,000. Neither the management nor the Board of Directors of the Company has committed to such potential expansion, but it is under active consideration. The Company, in its discussions with potential lenders,  has disclosed this potential use of borrowed funds to pay for a potential expansion of the 5511 Building.

Capital Raise

Cash on hand is currently limited, so in order to close future acquisitions, and potentially also in order to pay other corporate obligations such as certain bonuses, our company-wide bonus pool, and/or income taxes, it may be necessary for us to raise substantial additional capital, and no guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all.

We are currently exploring the possibility of raising $8 million or more through some combination of debt and equity offerings in order to purchase for $1.375 million the 5511 Building, to pay off other liabilities of the Company and Lifted such as certain bonuses, our company-wide bonus pool, and/or income taxes, and to pay transactional fees and expenses. If we proceed forward with an equity raise, it may be in conjunction with a potential listing of our common stock on a stock exchange. However, there can be no guarantee or assurance that any such debt and/or equity capital raise or listing will be completed on acceptable terms, if at all.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Consolidated Financial Statements – The consolidated financial statements of the Company should be read in conjunction with the Company’s consolidated financial statements and related notes that appear in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 21, 2023. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. As part of the consolidation, all significant intercompany transactions are eliminated, and on the Consolidated Statements of Operations, certain expenses are consolidated into the Other Operating Expenses category.

Use of Estimates – The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Key estimates in these financial statements include the allowance for doubtful accounts, sales allowance, estimated useful lives of property, plant and equipment, valuation allowance on deferred income tax assets and the fair value of stock options and warrants.

Cash and Cash Equivalents – Cash and cash equivalents as of March 31, 2023 and December 31, 2022 included cash on-hand. The Company considers all highly liquid investments with an original maturity date within 90 days to be cash equivalents. Cash equivalents are carried at cost. The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. 

Fair Value of Financial Instruments – The historical carrying amount of the financial instruments, which principally include cash, trade receivables, historical accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments.

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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.

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. During the periods reported, there were no changes in the unobservable inputs associated with these investments, and there no other investments of the Company that had Level 3 unobservable inputs.

Prepaid Expenses – Prepaid expenses relate primarily to advance payments made for purchases of inventory; prepaid inventory is transferred to inventory when the purchased items are received by the Company.  Other expenses, such as prepaid commercial property and general liability insurance, and prepaid health and dental insurance, among others, are also recognized as prepaid expenses when advance payments are made for services that will be performed in periods subsequent to the balance sheet date. Prepaids for these other expenses are recognized as expenses ratably over the applicable service period.

Accounts Receivable – The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded (the “Allowance for Doubtful Accounts”), which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent loss history and an overall assessment of past due trade accounts receivable outstanding. 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. Allowances for doubtful accounts of $425,281 and $281,762 were reported at March 31, 2023 and December 31, 2022, respectively. Sales allowances, which reduce gross sales on the Consolidated Statements of Operations, are recorded for estimated future discounts/refunds and product returns and are netted against accounts receivable on the Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, accounts receivable were reduced by $841,129 and $935,881, respectively, as a result of the sales allowance.

Inventory – Inventory is valued at the lower of average cost or market value (net realizable value). Inventory consisted of the following at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Raw Goods	$	4,591,009	$	3,407,196
Finished Goods	$	2,972,491	$	2,616,771
Total Inventory	$	7,563,500	$	6,023,967

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 March 31, 2023, $181,400 of overhead costs were allocated to finished goods. In comparison, During the quarters ended March 31, 2022, $88,599 of overhead costs were allocated to finished goods.

During the quarters ended March 31, 2023, and 2022, $131,967 and 561,417 of obsolete and spoiled inventory was written off, respectively.

In the third quarter of 2022, Lifted wrote-off $2,313,902 of obsolete and spoiled inventory of 2 mL disposable vape devices due to clogging issues that management believes was caused by a summer heat wave.  In the fourth quarter of 2022, Lifted negotiated a settlement agreement with its third-party disposable vape device manufacturer, which included both the forgiveness of $630,000 of payables owed to the manufacturer and credits totaling $370,047 to be provided by the manufacturer at a quarterly rate of $46,255 in 2023 and 2024. The forgiveness of the payables was recorded as a reduction of cost of goods sold, and the settlement credits were recorded as a settlement asset and other income, both in the fourth quarter of 2022.  The settlement asset is being amortized ratably to cost of goods sold over the benefit period of 2023 and 2024.

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.

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 – Fixed assets are recorded and stated at cost. Fixed assets that cost less than $2,500 are expensed, and fixed assets that cost $2,500 or more are capitalized. Depreciation of machinery and equipment, furniture and fixtures, leasehold improvements, and computer equipment, is based on the asset’s estimated useful life and is calculated using the straight-line method. Normal repairs and maintenance costs are expensed as incurred. Expenditures that materially increase values or extend useful lives are capitalized. The related costs and accumulated depreciation of disposed assets are eliminated and any resulting gain or loss on disposition is included in net income.

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 an 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 Avenue, Kenosha, WI 53144 for the Company’s current office, manufacturing and warehouse space.

The Company has paid security deposits for its leased facilities located at 8920 58^th Place, Suite 850, Kenosha, WI 53144, 8910 58^th Place, Suites 600 and 700, Kenosha, WI 53144, 9560 58^th Place, Suite 360, Kenosha, WI 53144, 2701-09 West Fulton PH, Chicago, Illinois 60612 and 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144.

State Licensing Deposits – The Company is required to pay deposits for certain licenses in various states.

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’s products to vape and smoke shops, stores specializing in cannabinoid-infused products, convenience stores, health food stores, and other outlets.

Typically, the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination.

The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers.

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’s historical experience.

Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation:

1)	The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer.
2)	The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer.
3)	The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer.
4)	The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund.

Disaggregation of Revenue

During the quarters ended March 31, 2023 and 2022, approximately 99.9% and 99.9%, respectively, of the Company’s sales occurred inside of the United States of America.

The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products.

Shown below is a table showing the approximate disaggregation of historical revenue:

Type of Sale	For the three months ended March 31, 2023		% of Net Sales for the three months ended March 31, 2023			For the three months ended March 31, 2022		% of Net Sales During the three months ended March 31, 2022
Net sales of raw materials to customers	$	2,386		0	%	$	5,382		0	%
Net sales of products to private label clients	$	176,720		1	%	$	84,142		0	%
Net sales of products to wholesalers	$	2,439,521		20	%	$	2,475,208		14	%
Net sales of products to distributors	$	9,277,586		74	%	$	13,389,283		74	%
Net sales of products to end consumers	$	565,581		5	%	$	2,134,863		12	%
Net Sales	$	12,461,793		100	%	$	18,088,877		100	%

Deferred Revenue

Amounts received from a customer before the purchased product is shipped to the customer are treated as deferred revenue. If cash is not received, an accounts receivable is recognized for the invoiced order, but revenue is not recognized until the order is fully shipped. Accounts receivable include 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 as of March 31, 2023 and December 31, 2022.

	March 31, 2023		December 31, 2022
Contract Assets (invoiced but unfulfilled performance obligations)	$	428,769	$	594,086
Deposits from customers for unfulfilled orders	$	53,130	$	-
Total Deferred Revenue	$	481,899	$	594,086

Cost of Goods Sold – Cost of goods sold consists of the costs of raw materials utilized in the manufacture of products, direct labor, co-packing fees, repacking fees, freight and shipping charges, warehouse expenses incurred prior to the manufacture of Lifted’s finished products and certain quality control costs. Finished goods that are sold account for the largest portion of cost of sales. Raw materials include ingredients, product components and packaging materials.

Cost of goods sold amounted to $6,813,348 and $10,103,893 during the quarters ended March 31, 2023 and 2022, respectively. $131,967 and $561,417 of cost of goods sold relates to spoiled and obsolete inventory written off during the quarters ended March 31, 2023 and March 31, 2022, respectively.

Operating Expenses – Operating expenses include accounts such as payroll and independent contractor expenses, stock compensation expense, the company-wide management bonus pool, management bonuses, professional fees, bank charges and merchant fees, advertising and marketing, bad debt expense, depreciation and amortization, and other operating expenses. Total operating expenses increased to $5,753,329 for the quarter ended March 31, 2023, up from $3,812,549 during the quarter ended March 31, 2022.

The increase in total operating expenses was primarily driven by a one-time, non-cash stock compensation expense of $2,138,175 in the first quarter of 2023, compared to no stock compensation in the first quarter of 2022. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from a net income for the quarter of $1,442,466 to a net loss of $141,742. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively.

Also driving the increase in operating expenses from the first quarter of 2022 to the first quarter of 2023 were greater professional fees and advertising and marketing costs. These costs were offset by lower company-wide management bonus pool expense.   

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the quarters ended March 31, 2023 and March 31, 2022:

	For the Three Months Ended
	March 31,
	2023			2022
Net Income/(Loss)	$	(141,742	)	$	2,944,793
Weighted average number of common shares outstanding:
Basic		14,246,745			14,017,578
Diluted		14,246,745			15,924,776
Basic Net Income (Loss) per Common Share	$	(0.01	)	$	0.21
Diluted Net Income (Loss) per Common Share	$	(0.01	)	$	0.18

As of March 31, 2023, 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 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,280,000 shares of common stock at $5.00 per share.

Regarding the aforementioned warrants to purchase 2,280,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 2,255,000 shares of our common stock are vested, while the remaining warrants to purchase 25,000 shares of our common stock are not vested and are subject to certain conditions and requirements.

At March 31, 2023, the Company had 4,500 shares of Series A Preferred Stock outstanding convertible into 450,000 shares of common stock; these are not included in the diluted earnings calculation because the effect of including them would have been anti-dilutive. At March 31, 2023, the Company had 40,000 shares of 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 March 31, 2023 ($2.35/share).

In comparison, as of March 31, 2022, 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 155,500 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 outstanding at March 31, 2022: 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 outstanding at March 31, 2022: 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.

Also outstanding at March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 ($3.90/share).

Recent Accounting Pronouncements – In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) Topic 326). ASC 326 adds to US Generally Accepted Accounting Principles (“GAAP”) the current expected credit loss model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 and its amendments was effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023, and the adoption did not have a significant impact on the allowance for doubtful accounts associated with the Company’s trade accounts receivable.

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 costs are expensed as incurred. During the quarter ended March 31, 2023, the Company incurred $228,571 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations. During the quarter ended March 31, 2022, the Company incurred $105,601 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations.

Compensated Absences – Effective January 1, 2022, certain PTO policies were adopted by Lifted, and PTO accruals of $18,511 and $11,323 were recognized at March 31, 2023 and December 31, 2022, respectively.

Off-Balance Sheet Arrangements – The Company has no off-balance sheet arrangements.

Reclassifications – Some items from the prior period have been reclassified within the financial statements to conform with the current presentation.

Business Combinations and Consolidated Results of Operations and Outlook – The Company accounts for its acquisitions under ASC Topic 805, Business Combinations and Reorganizations (“ASC Topic 805”). ASC Topic 805 provides guidance on how the acquirer recognizes and measures the consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests, and goodwill acquired in a business combination. ASC Topic 805 also expands required disclosures surrounding the nature and financial effects of business combinations. Acquisition costs are expensed as incurred. 

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.

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RISKS AND UNCERTAINTIES

3 Months Ended

Mar. 31, 2023

RISKS AND UNCERTAINTIES

RISKS AND UNCERTAINTIES

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern – Prior to the acquisition of Lifted on February 24, 2020, the Company had no sources of revenue, and the Company had a history of recurring losses, which has resulted in an accumulated deficit of $4,385,286 as of March 31, 2023. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company is not able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company monitors its investments in Ablis, Bendistillery and Bend Spirits, and from time to time and will evaluate whether there has been a potential impairment of value.

The COVID-19 pandemic and its ramifications, combined with the expenses and potential liabilities associated with litigation involving Lifted, combined with the regulatory risks and uncertainties associated with the cannabinoid-infused products, vaping and nicotine products industries, combined with the risks associated with internet hacking or sabotage, combined with the risks of employee and/or independent contractor disloyalty or theft of Company information and opportunities, have created significant adverse risks to the Company, which have caused substantial doubt about the Company’s ability to continue as a going concern.

Prior to the Acceleration Agreement, which was entered into by the Company with NWarrender on July 5, 2022, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the Property from 95th Holdings, LLC at the agreed upon $1,375,000 purchase price within two days.

The Company is also accruing and paying 3% annual dividends on its Series A and Series B Convertible Preferred Stock.

Also, on February 14, 2022, NWarrender, GJacobs and WJacobs (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 $166,667 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 (the “2022 Retention Bonuses”). The 2022 Retention Bonuses were paid in the first quarter of 2023.

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) (the “2023 Retention Bonuses”), and if and only if the amounts of the 2023 Retention Bonuses are mutually agreed upon in writing among the Chairman of the Compensation Committee, NWarrender, GJacobs and WJacobs, then one-third of the 2023 Retention Bonuses 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.

During 2022, Lifted for the first time hired an outside laboratory to conduct research and development on a potential new, non-hemp-derived, synthetic psychedelic product (the “New Psychedelic Product”) for a total of $19,800. Such research and development of the New Psychedelic Product has been put on indefinite hold. Lifted has recently successfully purchased from third parties a natural equivalent of the New Psychedelic Product. No guarantee or assurance can be given that in the future Lifted will be able to purchase more of this natural equivalent of the New Psychedelic Product, or a synthesized version thereof.

In addition, factors that could materially affect future operating results include, but are not limited to, changes to laws and regulations, especially any future changes to the so-called “Farm Bill” at the federal level, and any other federal or state laws and regulations related to hemp-derived cannabinoids, nicotine products, kratom, psychoactive products and/or vaping. The company is also subject to vendor concentration risk, customer concentration risk, customer credit risk, and counterparty risk.

The Company maintains levels of cash bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and it believes that it is not exposed to any significant credit risk on cash.

No assurance or guarantee whatsoever can be given that the net income of the Company’s wholly-owned subsidiary Lifted will be sufficient to allow the Company to pay all of its operating expenses, the dividends accruing and being paid on the Company’s preferred stock, the company-wide bonus pool, and the 2023 Retention Bonuses. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company currently has one revenue-generating subsidiary, Lifted. If and to the extent that the revenue generated by Lifted is not adequate to pay the Company’s operating expenses and the dividends accruing on its preferred stock, then Company management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing additional profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

Concentration of Credit Risks – During the quarter ended March 31, 2023, five customers made up approximately 26% of Lifted Made’s sales. In comparison, during the quarter ended March 31, 2022, five customers made up approximately 32% of Lifted Made’s sales.

Vendor Dependence – Regarding the purchases of raw goods and finished goods (“Inventory”), during the quarter ended March 31, 2023, approximately 79% of the Inventory that Lifted purchased were from five vendors. In comparison, regarding the purchases of Inventory during the quarter ended March 31, 2022, approximately 58% of the purchased Inventory were from five vendors.

The loss of Lifted’s relationships with these customers and vendors could have a material adverse effect on Lifted’s business.

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THE COMPANYS INVESTMENTS

3 Months Ended

Mar. 31, 2023

THE COMPANYS INVESTMENTS

THE COMPANY'S INVESTMENTS

NOTE 4 – THE COMPANY’S INVESTMENTS

The Company’s Investments in Ablis, Bendistillery and Bend Spirits

On April 30, 2019, the Company purchased 4.99% of the common stock of each of Ablis Holding Company, Bendistillery Inc., and Bend Spirits, Inc. for an aggregate purchase price of $1,896,200.

Under US Generally Accepted Accounting Principles (“GAAP”), the Company uses the cost method to account for our minority equity ownership interests in businesses in which the Company owns less than 20% of equity ownership and have no substantial influence over the management of the businesses. Under the cost method of accounting, the Company reports the historical costs of the investments as assets on its balance sheet. However, US GAAP does not permit the consolidation of its financial statements with the financial statements of companies in which the Company owns minority equity ownership interests.

As such, the Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. US GAAP also requires the Company to record these types of investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As such, the Company will not be allowed to consolidate into its financial statements any portion of the revenues, earnings or assets of companies in which it owns minority equity ownership interests such as Ablis, Bendistillery and Bend Spirits. Moreover, even if there is evidence that the fair market values of the investments have increased above their historical costs, US GAAP does not allow increasing the recorded values of the investments. Under US GAAP, the only adjustments that may be made to the historical costs of the investments are write downs of the values of the investments, which must be made if there is evidence that the fair market values of the investments have declined to below the recorded historical costs.

At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, (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’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. Up to the date of this Quarterly Report on Form 10-Q, none of the above factors have been applicable to the Company’s investments.

The qualitative assessments at the end of quarters one, two and three are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of the fourth quarter relating to these entities also includes review of their respective financial statements that have been reviewed by a third-party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, the Company’s assessment of these companies is inherently limited to infrequent and relatively brief conversations with officers of these companies and to reviews of those reviewed financial statements.

On April 12 and April 25, 2023, telephonic meetings of the officers of Ablis, Bendistillery and Bend Spirits were held. During these meetings, the management of those companies reviewed the performance of Ablis, Bendistillery and Bend Spirits during the quarter and ended March 31, 2023. 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: a rise in demand for and the distribution of certain Ablis products, net positive income in the first quarter of 2023, up from a loss in the first quarter of 2022, and a focus on cost savings. The information that was shared by the management of Bendistillery and Bend Spirits included, among other things: positive three-year and four-year annual growth rates, the planned launch of new marketing/brand exposure initiatives, and the implementation of cost-cutting initiatives.  

On April 27, 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 ended March 31, 2022. 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 revenue of both Bendistillery and Bend Spirits from the first quarter of 2021 to the first quarter of 2022, markets opening up again from the pandemic, investments in equipment and a new on-site warehouse, Ablis’ hiring of a marketing firm, and the fact that managements of Bendistillery and Ablis are actively working with an investment bank to explore capital raising options and other strategic options.

The Company’s Investment in Lifted Made

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests.

The Company performed its annual fair value assessment at December 31, 2022 and December 31, 2021 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 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.

The Company’s Investment in SmplyLifted LLC

On September 22, 2020, LFTD Partners Inc. and Lifted Made and privately-held SMPLSTC, Costa Mesa, CA formed an equally-owned new entity called SmplyLifted LLC, which sold tobacco-free nicotine pouches in several flavors and nicotine strengths under the brand name FR3SH (www.GETFR3SH.com).

Lifted had 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 used the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company recorded its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value was periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses.

During the 2020 Stub Year, 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 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 had 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. However, Lifted never exercised this option, and SmplyLifted was dissolved on November 28, 2022, due to insolvency.

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PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2023

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and Equipment consist of the following:

Asset Class	March 31, 2023			December 31, 2022
Machinery & Equipment	$	909,400		$	664,606
Leasehold Improvements	$	457,107		$	379,499
Trade Show Booths	$	48,481		$	10,000
Vehicles	$	75,047		$	75,047
Computer Equipment	$	15,213		$	7,312
Furniture & Fixtures	$	92,934		$	92,934
Sub-total:	$	1,598,182		$	1,229,398
Less: accumulated depreciation	$	(276,186	)	$	(209,143	)
	$	1,321,997		$	1,020,255

The useful lives of the Company’s fixed assets by asset class are as follows:

Asset Class	Estimated Useful Life
Machinery & Equipment		60 months
Leasehold Improvements		60 months
Trade Show Booths		36 months
Vehicles		60 months
Computer Equipment		60 months
Furniture & Fixtures		60 months

Leasehold Improvements are depreciated over the shorter of the length of the lease or the estimated useful life. After allocating depreciation of machinery and equipment of $33,230 for the quarter as overhead to finished goods, depreciation expense of $33,813 was recognized during the three months ended March 31, 2023. In comparison, during the three months ended March 31, 2022, $12,927 of depreciation related to machinery and equipment was allocated as overhead to finished goods. After allocating depreciation of machinery and equipment for the quarter as overhead to finished goods, depreciation expense of $15,173 was recognized for the three months ended March 31, 2022. Also, in the Consolidated Statements of Operations, depreciation expense is consolidated with amortization expense.  

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NOTES RECEIVABLE

3 Months Ended

Mar. 31, 2023

NOTES RECEIVABLE

NOTES RECEIVABLE

NOTE 6 – NOTES RECEIVABLE

The William Noyes Webster Foundation, Inc.

The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley (“Heatley”) is the founder and a member of the board of directors of the Foundation.

Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the “Teaming Agreement”) with Heatley, in which, among other things: (1) the Company and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which the Company will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley’s claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.

Promissory Note – On July 14, 2014, the Foundation signed and delivered to the Company a Secured Promissory Note (the “Note”) which is in the stated loan amount of $1,500,000, and is secured by a Security Agreement of even date therewith (the “Security Agreement”). The Note provides that the $1,500,000 loan may be advanced in one or more installments as the Foundation and the Company may mutually agree upon. The Foundation and the Company mutually agreed that the first installment of this loan would be $602,500. Pursuant to instructions from the Foundation, on July 14, 2014, the Company paid $2,500 owed by the Foundation to one of its consultants, and the Company advanced $600,000 directly to the Foundation. The amount and timing of subsequent loan installments under the Note, which could have totaled $897,500, had not yet been mutually agreed upon between the Foundation and the Company as of the date of the 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 – The Company assessed the collectability of the Note based on the adequacy of the Foundation’s collateral and the Foundation’s capability of repaying the Note according to its terms. Based on this assessment, on September 1, 2015, the Company concluded that Note and interest receivable would not be collectible. As such, the Company wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.

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INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2023

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, which has been superseded by www.urb.shop, was amortized over 32 months, and $0 in amortization related to the website was recognized during the quarter ended March 31, 2023 since the website intangible asset was fully amortized as of December 31, 2022. In comparison, $347 in amortization related to the website was recognized during the quarter ended March 31, 2022.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

Robert T. Warrender II

In January 2022, Lifted hired Mr. Robert T. Warrender II, NWarrender’s father, as an employee. Mr. Warrender is also a Director of LFTD Partners Inc. During the quarters ended March 31, 2023 and 2022, $13,846 and $9,231, respectively, in wages were paid to Mr. Warrender. As of March 31, 2023, $975 in expense reimbursements were owed to Mr. Warrender.

Through the second quarter of 2022, Lifted shared a shipping account with a company formerly operated by Mr. Warrender. Lifted did this in an effort to reduce shipping costs, as the shipper gave a price discount based on volume. Lifted reimbursed Mr. Warrender’s company for the cost of shipping. During the year ended December 31, 2022, Mr. Warrender’s company refunded Lifted a net amount of $7,377.

Robert T. Warrender III

During the quarters ended March 31, 2023 and 2022, $9,231 and $33,423, respectively, in compensation was paid to Mr. Robert T. Warrender III, who is NWarrender’s brother, and Director Robert T. Warrender II’s son. On January 9, 2023, Mr. Warrender was hired by Lifted as an employee; previously, Mr. Warrender operated as an independent contractor of Lifted.

Vincent J. Mesolella

During each of the quarters ended March 31, 2023 and 2022, Lead Outside Director, Vincent J. Mesolella received quarterly directors fees in the amount of $4,000. During the quarter ended March 31, 2022, Mr. Mesolella was also paid $40,000 of the Modified 2021 Bonus Pool Amount.

Joshua A. Bloom

During each of the quarters ended March 31, 2023 and 2022, Director Dr. Joshua A. Bloom received quarterly directors fees in the amount of $4,000. During the quarter ended March 31, 2022, Dr. Bloom was also paid $20,000 of the Modified 2021 Bonus Pool Amount.

Richard E. Morrissy

During each of the quarters ended March 31, 2023 and 2022, Director Mr. Richard E. Morrissy received quarterly directors fees in the amount of $4,000.

James S. Jacobs

During each of the quarters ended March 31, 2023 and 2022, Director Dr. James S. Jacobs received quarterly directors fees in the amount of $4,000. Dr. Jacobs is the brother of CEO GJacobs, and Dr. Jacobs is the uncle of WJacobs.

Kevin J. Rocio

During each of the quarters ended March 31, 2023 and 2022, Director Mr. Kevin J. Rocio received quarterly directors fees in the amount of $4,000.

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. During the quarter ended March 31, 2022, GJacobs was also paid $143,713 of the Modified 2021 Bonus Pool Amount.  

William C. “Jake” 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. During the quarter ended March 31, 2022, WJacobs was also paid $152,341 of the Modified 2021 Bonus Pool Amount.

Nicholas S. Warrender

On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note accruing interest of 2% per year (the “$3.75M Note”), (3) 3,900,455 shares of unregistered common stock of the Company (the “Stock Consideration”), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by NWarrender in a schedule delivered by NWarrender to the Company at the closing of the Merger (the “Deferred Contingent Stock”), and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by NWarrender in a schedule delivered by NWarrender to the Company at the closing of the Merger (the “Warrants”).

On December 30, 2021, LIFD repaid all principal and interest due under the $3.75M Note between NWarrender and LIFD dated February 24, 2020 that was a portion of the Merger Consideration paid by LIFD to NWarrender 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, NWarrender 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% (the “$2.75M Note”).

Prior to July 25, 2022, the $2.75M Note payable jointly by the Company and Lifted to NWarrender was secured by a perfected first lien security interest (the “Security Interest”) that encumbered all of the assets of the Company and Lifted. The Company was obligated to pay off the principal of the $2.75M 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. 

On June 7, 2022, LFTD Partners prepaid $916,666 of the principal of the $2.75M Note, and $29,384 of related accrued interest through that date, which left $1,833,334 remaining principal on the $2.75M Note. On July 5, 2022, we entered into an agreement (“Acceleration Agreement”) with NWarrender. Under the terms of the Acceleration Agreement, we were obligated to repay the remaining principal balance as follows: $1,374,999 on or before December 31, 2022, and $458,335 on or before December 31, 2024. Then, on July 8, 2022, we prepaid $916,666, along with accrued interest, and then, on July 25, 2022, we prepaid the remaining principal balance of $916,668 and accrued interest in full, and all collateral securing the $2.75M Note was released.

As of March 31, 2022, there was accrued interest of $16,575 payable to Nicholas S. Warrender related to the $2.75M Note.

Bonus

During the quarter ended March 31, 2022, NWarrender was also paid $680,000 of the Modified 2021 Bonus Pool Amount.

Obligation to Purchase Headquarters Building

Toward the end of 2020, NWarrender, through his assigned entity 95th Holdings, LLC, purchased a building located at 5511 95th Avenue in Kenosha, Wisconsin (“5511 Building”) that was immediately leased to us to conduct our expanded operations. The 5511 Building includes office, laboratory and warehouse space. As part of the lease agreement with 95th Holdings, LLC, the parties agreed that our wholly owned subsidiary Lifted would eventually purchase the 5511 Building. The purchase price for the 5511 Building was originally subject to variation based on a formula agreed upon by the parties. Pursuant to an agreement with Warrender on December 30, 2021, the parties agreed to set the purchase price for the 5511 Building at $1,375,000. Prior to the Acceleration Agreement, Lifted had an obligation to complete the purchase of the 5511 Building on or before December 31, 2022. Pursuant to the Acceleration Agreement, the deadline to purchase the 5511 Building has been extended by one year to December 31, 2023. In addition, the Acceleration Agreement contains a provision that if we raise $5,000,000 of debt or equity capital, then Lifted or our designee shall purchase the 5511 Building from 95th Holdings, LLC at the agreed upon $1,375,000 purchase price within two days.

Warrender Enterprise Inc.

As of December 31, 2021, $4,607 was owed by Lifted to Warrender Enterprise Inc., an affiliate of NWarrender; this was related to an income tax refund related to Warrender Enterprise Inc. that was deposited into Lifted’s account. This money was returned to NWarrender in the first quarter of 2022, and Lifted did not owe any money to Warrender Enterprise Inc. at December 31, 2022.

SmplyLifted LLC

On a quarterly basis, SmplyLifted LLC reimbursed Lifted for WJacobs’ time as the Chief Financial Officer at WJacobs’ hourly rate.

As of December 31, 2021, SmplyLifted LLC owed $457 to Lifted as reimbursement for WJacobs’ 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.

Corner Vapory LLC

NWarrender 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. Periodically, Corner Vapory may purchase products from Lifted.  No sales were made during the first quarter of 2023 and no accounts receivable was outstanding as of March 31, 2023.

In comparison, during the quarter ended March 31, 2022, Corner Vapory LLC purchased $6,232 worth of products from Lifted, and Lifted recorded a receivable of $5,087 from Corner Vapory LLC as of March 31, 2022. Corner Vapory LLC is provided distributor pricing, similar to many other stores that are customers of Lifted.

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’s rented space in Zion, Illinois, was not adequate in light of various issues including zoning uncertainties, lack of air conditioning, and small size. As such, on December 18, 2020, Lifted as tenant entered into a Lease Agreement (the “Lease) with 95^th Holdings, LLC (“Landlord”) for office, laboratory and warehouse space in a building located at 5511 95^th Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”). The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 

Lifted constructed improvements including a clean room, and gradually moved into the Kenosha Premises over the course of the first quarter of 2021. Under the terms of the “triple-net” Lease, starting on January 1, 2021, Lifted leased approximately 11,238 square feet at the Premises at $6.13 per square foot per year in base rent ($68,888.94 in 2021), which is subject to a 2% increase in base rent each year, plus certain operating expenses and taxes. The Lease will continue until midnight on the fifth anniversary date of the commencement date of the Lease. Lifted shall have the right to extend the original five year term of the Lease for one extension period of two years, commencing upon the expiration of the original term. Lifted and Landlord are required to execute an “Amendment of Extension” prior to six months before the expiration of the original term.

Rent Schedule

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

Under the terms of the lease, the tenant, Lifted, has the option to purchase the property at any time prior to December 31, 2025, and in any event, Lifted is obligated to purchase the property on or before that date. Pursuant to the Lease, in all cases Lifted’s purchase price for the Premises shall be in an amount equal to the greater of: (1) the fair market value of the Premises at the time Lifted purchases the Premises; or (2) any remaining principal balance of any purchase-money mortgage for the Premises existing at the time of the closing of Lifted’s purchase, plus the corresponding amount identified in the Additional Purchase Price Schedule attached as Exhibit B to the Lease, which is an additional amount ranging between $300,000 and $375,000 based on the number of years that have passed between the commencement of the Lease and the purchase of the Premises by Lifted.

Landlord is an entity owned by NWarrender, the Company’s Vice Chairman and COO, the CEO of Lifted, and the largest stockholder of the Company as beneficial owner of 3,900,455 common stock shares. Due to the potential conflict of interest, the terms and conditions of the Lease were negotiated on behalf of Lifted by Vincent J. Mesolella, the Lead Outside Director of the Company. Landlord and Lifted were represented by their own independent legal counsel in connection with the Lease. Under the terms of the Lease, NWarrender is able to benefit through his entity 95^th Holdings, LLC by receiving rent and by eventually selling the Premises to Lifted.

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. Pursuant to the terms of the Acceleration Agreement, the purchase date has been delayed until on or before December 31, 2023.

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SHAREHOLDERS EQUITY

3 Months Ended

Mar. 31, 2023

SHAREHOLDERS EQUITY

SHAREHOLDERS' EQUITY

NOTE 9 – SHAREHOLDERS’ EQUITY

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 and pays 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 and deemed effective by the SEC on August 26, 2021.

As of March 31, 2023, 61,650 shares of Series A Preferred Stock have been converted into a total of 6,165,000 shares of common stock of the Company, which leaves 4,500 shares of Series A Preferred Stock currently outstanding, convertible into 450,000 shares of common stock of the Company. 

As of March 31, 2023 and December 31, 2022, the Company has accrued a liability of $9,569 and $9,240, 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 quarters ended March 31, 2023 and 2022, a total of $3,000 and $3,000, 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 and pays 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 and deemed effective by the SEC on August 26, 2021. As of March 31, 2023, 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, convertible into 40,000 shares of common stock of the Company.

As of March 31, 2023 and December 31, 2022, the Company has accrued a liability of $3,275 and $1,796, 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 quarters ended March 31, 2023 and 2022, a total of $0 and $0 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

At the closing of acquisition of Lifted, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company at the closing of the Merger (the “Deferred Contingent Stock Recipients”). Now that certain conditions and requirements have been met, starting on February 24, 2023, the Deferred Contingent stock has begun to be issued to certain Deferred Contingent Stock Recipients who have instructed the Company to issue to them their respective, earned Deferred Contingent Stock.

Due to the lack of marketability of the Company’s common stock, LFTD Partners hired a third-party valuation firm (the “Valuation Firm”) to calculate discount rates to apply to the value of the Deferred Contingent Stock for both financial reporting and tax purposes. The Valuation Firm used the Finnerty Protective Put Model to determine the discount rates to apply to the Deferred Contingent Stock in order to value it, for both financial reporting and tax reporting purposes. The Finnerty model is variant of the protective put method that estimates the discount based on the average price over the restriction period rather than based on the final price.

The Valuation Firm’s report indicated that, for financial reporting purposes, a 22% discount for lack of marketability should be used when valuing all 645,000 shares of Deferred Contingent Stock, as of February 24, 2023. Assumptions used in the model for financial reporting purposes include: that no dividends on common stock will be paid, that the expected volatility is based on the historical volatility of the trading of LIFD’s common stock, and that there is a 0.5 year term based on the six-month holding period due to Rule 144. As of February 24, 2023, total stock compensation expense of $2,138,175 related to the 645,000 shares of Deferred Contingent Stock was recognized.

The Valuation Firm’s report also indicated that, for tax reporting purposes, discounts ranging from 23% to 31% for lack of marketability and blockage should be used when valuing the Deferred Contingent Stock that was issued during the first quarter of 2023. In the Finnerty Protective Put model for each unique block of issued stock, the Valuation Firm has assumed a minimum term of six months, equal to the minimum time to sell the subject shares due to their restricted nature; and a maximum term equal to the amount of time it would take for the market to absorb the additional shares based upon an assumed additional volume of 7.5%. The Valuation Firm also assumed that no dividends on common stock will be paid, and that the expected volatility is based on the historical volatility of the trading of LIFD’s common stock. As of March 31, 2023, 410,000 shares of Deferred Contingent Stock have been issued to certain Deferred Contingent Stock Recipients, including 200,000 shares of Deferred Contingent Stock to WJacobs.

In comparison, no share-based compensation expense was recognized during the quarter ended March 31, 2022.

The following is a summary of share-based compensation, stock option and warrant activity as of March 31, 2023 and changes during the quarter then ended:

						Weighted-Average
				Weighted-Average		Remaining Contractual		Aggregate Intrinsic
	Shares			Exercise Price		Term (Years)		Value
Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2022		3,627,198		$	3.85		2.07	$	370,331
Cancellation of contingent warrants issued in connection with the acquisition of Lifted Made		(15,000	)
Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, March 31, 2023		3,587,198		$	3.84		1.82	$	636,771
Outstanding Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, March 31, 2023		3,612,198		$	3.85		1.82	$	636,771

Cancellation of Warrants Issued in Connection with the Acquisition of Lifted Made

On February 24, 2023, Warrants to purchase 15,000 shares of unregistered common stock of the Company were cancelled because the Warrant recipient was no longer continuously employed by Lifted or was no longer a contractor, consultant, paid advisor, or informal paid advisor of Lifted.

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 Stock and Retirement of 100,000 Shares of Common Stock

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. On March 8, 2022, all 100,000 shares were transferred to the Company and immediately cancelled.

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

3 Months Ended

Mar. 31, 2023

CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

NOTE 10 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Operating and Finance Lease Right-of-Use Assets – In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”).  The amended guidance, which is effective for the Company on January 1, 2019, requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet; lease expense for these types of leases are recognized on a straight-line basis over the lease term.  Options to extend or terminate a lease are not included in the determination of the right-of-use asset or lease liability unless it is reasonably certain to be exercised.  Lifted adopted ASU 2016-02 using the modified retrospective approach, electing the package of practical expedients.

Lifted does not own any physical properties.

Lease of Building Located at 5511 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 Avenue, in the City of Kenosha, State of Wisconsin (the “Premises”).  The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026. 

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 anniversary date of the commencement date of the Lease.  Lifted shall have the right to extend the original five year term of the Lease for one extension period of two years, commencing upon the expiration of the original term. Lifted and Landlord are required to execute an “Amendment of Extension” prior to six months before the expiration of the original term.

Rent Schedule

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

Under the terms of the Omnibus Agreement, Lifted was 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.

Pursuant to the Acceleration Agreement, Lifted’s obligation to purchase the Premises from Landlord was delayed to on or before December 31, 2023.  

Prior to the signing of the Acceleration Agreement, the Finance Lease Right-of-Use Asset was to 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. As a result of the signing of the Acceleration Agreement, the accounting for the Finance Lease Right-of-Use Asset will be adjusted accordingly.

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 Lease”) with TI Investors of Kenosha LLC, (“TI”) for office and warehouse space (the “58^th Suite 850”) located at 8920 58th Place, Suite 850, Kenosha, WI 53144. The 58^th Suite 850 serve as sales offices and finished goods storage for Lifted.

The term of the 58^th Lease commenced on October 1, 2021. The initial term of the Lease will extend approximately three year, unless earlier terminated in accordance with the terms and conditions of the 58^th Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the 58^th Lease for an additional term.

Under the terms of the 58^th Lease, Lifted leases approximately 5,000 square feet of the 58^th Suite 850 and pays a base square foot charge of $5.75 per square foot per annum, with a 3% increase in rent each year during the term. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease is accounted for as an operating lease.

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 with TI for office and warehouse space located at 8910 58th Place, Suites 600 & 700, Kenosha, WI 53144 (the “Second 58^th Lease”). The Second 58^th Lease is used for raw goods storage.

The term of the Second 58^th Lease commenced on January 1, 2022. The initial term of the Second 58^th Lease will extend approximately five years, unless extended or earlier terminated in accordance with the Second 58^th Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the Second 58^th Lease for an additional term.

Under the terms of the Second 58^th Lease, Lifted leases approximately 8,000 square feet at 8910 58th Place, Suites 600 & 700, Kenosha, WI and pay a base square foot charge of $6.00 per square foot per annum, with increases in rent each year during the term as set out in the table titled “Rent Schedule” below. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease is accounted for as an operating lease.

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

Lease of Space Located at 9560 58th Place, Suite 360, Kenosha, Wisconsin 53144

On May 31, 2022, Lifted entered into another lease agreement with TI for office and warehouse space located at 9560 58th Place, Suite 360, Kenosha, WI 53144 (the “Third 58^th Lease”). The Third 58^th Lease is expected to be used for gummy manufacturing, as well as provide additional needed office space.

The term of the Third 58^th Lease commenced on July 1, 2022 (the “Commencement Date”). The initial term of the Third 58^th Lease will extend approximately five years from the Commencement Date and ending June 30, 2027, unless extended or earlier terminated in accordance with the Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the Third 58^th Lease for an additional term.

Under the terms of the Third 58^th Lease, Lifted leases approximately 6,132 square feet at 9560 58th Place, Suite 360, Kenosha, WI 53144 and pay an initial base square foot charge of $10.75 per square foot per annum, with increases in rent each year during the term as set out in the table titled “Rent Schedule” below. Lifted is also responsible for paying its proportionate share of real estate taxes and other operating cost. This lease is accounted for as an operating lease.

Rent Schedule

Date	Base Monthly Rent
07/01/2022 – 06/30/2023	$	5,493.25
07/01/2023 – 06/30/2024	$	5,630.58
07/01/2024 – 06/30/2025	$	5,771.35
07/01/2025 – 06/30/2026	$	5,915.63
07/01/2026 – 06/30/2027	$	6,063.52

Sublease of Space Located at 2701-09 West Fulton PH, Chicago, Illinois 60612

On July 6, 2022, Lifted entered into a sublease for office space in Chicago, Illinois located at 2701-09 West Fulton PH, Chicago, Illinois 60612. The sublease costs $3,000 per month, plus supplemental lease related charges such as real estate taxes and common expenses of the property that we anticipate will be commercially typical costs. The sublease was retroactively effective as of June 1, 2022 and for a five-month term that ended on October 31, 2022. The purpose of the sublease is to make available office space for the members of Lifted’s sales team who live in Chicago. These salespeople were spending significant time in their cars commuting from Chicago to Kenosha.

The sublessor is one of our affiliates, Bill McLaughlin, Lifted’s Chief Strategy Officer. The sublease is structured so that Mr. McLaughlin's lease payment obligations to the landlord are passed on to Lifted on a dollar-for-dollar basis, such that Mr. McLaughlin does not realize a cashflow profit or loss from the sublease.

The sublease is currently operating on a month-to-month basis. Since the term is less than twelve months, this lease is not recorded on the Consolidated Balance Sheet, and lease expense is recognized on a straight-line basis over the lease term.

Lease of Space Located at 5732 95th Avenue, Suite 200 and 300, Kenosha, Wisconsin 53144

On November 28, 2022, Lifted entered into a lease agreement with Ladi Investments LLC (“Ladi”) for commercial space located at 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144 (the “5732 Lease”). The 5732 Lease is expected to be used to expand Lifted’s gummy manufacturing operations.

The 5732 Lease will commence on February 1, 2023. The initial term of the 5732 Lease will extend approximately five years (sixty-one months) from February 1, 2023 and end February 29, 2028, unless extended or earlier terminated in accordance with the 5732 Lease. While extensions are not prohibited, Lifted does not have the right to unilaterally elect to extend the term of the 5732 Lease for an additional term.

Under the terms of the 5732 Lease, Lifted will lease approximately 4,657 square feet. Lifted will not pay any base square foot charge during February 2023. During the next twelve months, Lifted will pay a base square foot charge of $0.73 per square foot per annum, with a 4% increase in rent each twelve months thereafter during the term as set out in the table titled “Rent Schedule” below. This lease is accounted for as an operating lease.

F-30

Rent Schedule

Date	Base Monthly Rent
February 1, 2023 – February 28, 2023	$	0.00
March 1, 2023 – February 29, 2024	$	3,395.73
March 1, 2024 – February 28, 2025	$	3,531.56
March 1, 2025 – February 28, 2026	$	3,672.82
March 1, 2026 – February 28, 2027	$	3,819.73
March 1, 2027 – February 29, 2028	$	3,972.52

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	March 31, 2023
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $136,689	Non-Current  Assets	$	641,447
Liability	Balance Sheet Line	March 31, 2023
Operating Lease Liabilities	Current Liabilities	$	148,220
	Non-Current Liabilities	$	503,828

Balance Sheet Classification of Finance Lease Assets and Liabilities

Asset	Balance Sheet Line	March 31, 2023
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $216,808	Non-Current Assets	$	1,263,600
Liability	Balance Sheet Line	March 31, 2023
Finance Lease Liabilities	Current Liabilities	$	1,363,768

Lease Costs

The table below summarizes the components of lease costs for the following periods: 

Lease Cost:	Three  Months Ended March 31, 2023		Three  Months Ended March 31, 2022
Finance lease expense:
Amortization of Right-of-Use Assets	$	10,800	$	12,337
Interest on lease liabilities		24,162		11,289
Operating lease expense		44,708		20,147
Total	$	79,670	$	43,773

As described in NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, a portion of monthly overhead costs such as lease expense are allocated to finished goods. For example, 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.

Maturity Analysis as of March 31, 2023:

	Finance			Operating
2023	$	1,428,754		$	140,336
2024		-			184,318
2025		-			166,364
2026		-			171,446
2027		-			83,746
Thereafter		-			7,945
Total		1,428,754			754,155
Less: Present value discount		(64,986	)		(102,107	)
Lease liability	$	1,363,768		$	652,048

Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company

The Compensation Committee of the Company’s Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company.

Bonus to Lifted’s Chief Strategy Officer

Lifted’s Chief Strategy Officer (the “CSO”) 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. The CSO’s two-year agreement with Lifted entitles such CSO 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 March 31, 2023, the bonus payable to the CSO totaled $312,340. In comparison, at December 31, 2022, the bonus payable to the CSO totaled $265,694. This bonus is accrued in the Accounts Payable and Accrued Expenses liability account on the Consolidated Balance Sheets.

Company-Wide Management Bonus Pool

Please refer to NOTE 12 – COMPANY-WIDE MANAGEMENT BONUS POOL for more information about the company-wide management bonus pool.

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. 

Other Contingent Contractual Obligations and Commercial Commitments

For other contingent contractual obligations and commercial commitments, please refer to NOTE 8 – RELATED PARTY TRANSACTIONS. 

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LEGAL PROCEEDINGS

3 Months Ended

Mar. 31, 2023

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 11 – LEGAL PROCEEDINGS

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Except for income tax contingencies, the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred.

Lifted currently is involved in three pending lawsuits, as the plaintiff:

(1)	Lifted Liquids, Inc. v. Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe – The Company has filed an action in a case styled “Lifted Liquids, Inc. v. Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe” seeking to recover $30,000 that was to be held in escrow. The Company is also requesting approximately $14,569 in damages resulting from Girish GPO’s failure to pay for product it ordered and that the Company delivered. The Company has obtained a default judgment against the Law Offices of Saul Roffe and is attempting to collect on the judgment.  The action against Girish GPO is in the discovery phase and the Company intends to continue pursuing the action and recover its damages.
(2)	Lifted Liquids, Inc. v. Asad Awawdeh and Habib Cash and Carry SD, Inc. – The Company has filed an action seeking to recover approximately $98,000 in damages resulting from Defendants’ failure to pay for product they ordered. The matter has been filed in California and the Company intends to pursue the action and recover its damages.
(3)	Lifted Liquids, Inc. v. DEV Distribution, LLC, No, DC-22-15080 – In October 2022, Lifted filed an action against Dev Distribution LLC, a vendor who failed to deliver certain products that Lifted has purchased and paid $263,938 for. The case is pending in the State of Texas 14th Civil District Court of Dallas County and is in its early stages. Lifted has amended the complaint to seek the return of its molds and its packaging materials as well as other damages as a result of the vendor's actions.

Lifted currently is involved in one pending lawsuit, as the defendant:

(1) Martha, Edgar v. Lifted Liquids – Edgar Martha, who worked in Lifted’s production facility, has sued Lifted in regard to an alleged chemical burn. Mr. Martha has expressed to Lifted’s attorney that Mr. Martha is inclined to settle the case for $5,000. However, there can be no assurance or guarantee that the case can be settled for $5,000, as the medical bills in the case are significant and Mr. Martha’s medical insurance carrier has refused coverage.

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).

In December 2021, our wholly-owned subsidiary Lifted sued distributor Monkey Bones Distribution, LLC for breach of contract for its failure to pay funds due under the agreement between the parties. In February 2022, the parties settled the litigation and agreed to mutual releases and dismissal of the lawsuit in exchange for $36,100.28 paid by Monkey Bones to Lifted Liquids and 15,000 custom gray scale empty disposable devices delivered to Monkey Bones by Lifted Liquids. The parties performed the settlement agreement and the matter was dismissed on February 3, 2022.

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COMPANY-WIDE MANAGEMENT BONUS POOL

3 Months Ended

Mar. 31, 2023

COMPANY-WIDE MANAGEMENT BONUS POOL

COMPANY-WIDE MANAGEMENT BONUS POOL

NOTE 12 – COMPANY-WIDE MANAGEMENT BONUS POOL

Pursuant to the employment agreements entered into between the Company and its three principal executives GJacobs, WJacobs and NWarrender (individually, “Executive”), the Company is obligated to compensate management of the Company via a management bonus pool.

For each fiscal year during the Employment Term, the Executive shall be eligible to be considered for an annual bonus (the “Annual Bonus”) as part of a Company-wide management bonus pool arrangement. During the fourth quarter of each year, the Chairman of the Compensation Committee of the Board (the “Compensation Committee”) shall recommend in writing a consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) target (each, a “Target”) for the following year (the “Target Year”), which Target must be approved in writing by each of the following for as long as he remains employed by the Company: GJacobs, WJacobs, and NWarrender (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 15^th 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 was $1,559,334 (the “Modified 2021 Bonus Pool Amount”), which was the aggregate amount that was accrued for in LIFD’s financial statements covering the period from January 1, 2021 through September 30, 2021. The Modified 2021 Bonus Pool Amount was distributed during the quarter ended March 31, 2022.

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. As of September 30, 2022, the Company did not meet the diluted earnings per share of common stock requirement of $0.42 per share ($0.56 x 3/4), and as a result, the Company eliminated the company-wide bonus pool accrual of $2,121,532, which had been accrued through June 30, 2022. During the fourth quarter of 2022 and the first quarter of 2023, the Company did pay bonuses totaling $466,668 to certain members of the management team of Lifted; however, none of this $466,668 went to GJacobs, WJacobs or NWarrender, and it is accounted for as Company-Wide Management Bonus Pool expense on the Consolidated Statements of Operations. This $466,668 will be deducted from the anticipated 2023 company-wide bonus pool on a dollar-for-dollar basis. In comparison, as of December 31, 2021, the Company reported a company-wide bonus pool accrual of $1,556,055.

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INCOME TAXES

3 Months Ended

Mar. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 13 – 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 Three Months Ended
	March 31,
	2023			2022
Current
Domestic-Federal	$	117,702		$	582,618
Domestic-State		50,005			321,405
Franchise Taxes		9,491			-
		177,198			904,024
Deferred
Domestic-Federal		(114,535	)		230,593
Domestic-State		(35,441	)		64,861
		(149,976	)		295,454
Total Provision (Benefit) for Income Taxes	$	27,222		$	1,199,478

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 US GAAP. 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, 2017 through 2021, and once the Company’s 2022 tax return is filed, the Company’s 2022 tax return will also be subject to examination.

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 Three Months Ended
	March 31,
	2023			2022
Domestic-Federal	$	(24,049	)	$	870,297
State tax benefit, net of federal benefit		(7,410	)		341,567
Non-deductible expenses		49,339			1,972
Franchise taxes		9,491			-
Change in estimated future income tax rates		(4,927	)		(131,918	)
Change in valuation allowance		4,778			117,560
Total Provision (Benefit) for Income Taxes	$	(27,221	)	$	1,199,478

Deferred tax assets and liabilities as of March 31, 2023 and December 31, 2022 were as follows:

	March 31,			December 31,
	2023			2022
Deferred Tax Assets:
Stock-based compensation	$	2,973,658		$	2,754,875
Sales Allowances		231,066			256,650
Accrued Related Party Expenses		267			612
Allowance for Doubtful Accounts		116,828			77,269
Other		29,515			23,060
Less: Valuation allowance for stock-based compensation		(2,759,653	)		(2,754,875	)
Total Deferred Tax Assets		591,681			357,591
Deferred Tax Liabilities:
Depreciation & Amortization		(354,283	)		(270,169	)
Total Deferred Tax Liabilities		(354,283	)		(270,169	)
Net Deferred Tax Assets	$	237,398		$	87,422

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Management of the Company has evaluated the events that have occurred through the date of the filing of this Quarterly Report on Form 10-Q and has noted the following subsequent events for disclosure purposes:

Manufacturing, Sales and Marketing Agreement With Diamond Supply Co.

On April 23, 2023, Lifted entered into a Manufacturing, Sales and Marketing Agreement (“Diamond Agreement”) with Diamond Supply Co. (“Diamond”), Calabasas, California, effective as of April 21, 2023. Founded in 1998, Diamond develops and sells a full range of skateboard hard and soft goods including bolts, bearings, t-shirts, hoodies, and other skateboarding and streetwear accessories. The Diamond Agreement entitles Lifted to be the exclusive worldwide manufacturer and distributor of Diamond’s disposable vapes, gummies, pre-rolled joints, and hard candies. These products may contain CBD, hemp, delta-8-THC, delta-10-THC, cannabis and/or cannabinoid derivatives and are to be branded under one or more of Diamond’s brands or marks.

Lifted shall pay Diamond a royalty of twenty percent (20%) of Adjusted Gross Revenue (defined below) on the initial manufacturing run of each product manufactured and sold by Lifted Made under the Diamond Agreement. The Diamond Agreement defines Adjusted Gross Revenue as revenue on the product “less any sales taxes, actual returns, pre-approved discounts, replacements, refunds and credits for returns.”

After the initial manufacturing run of a product, Lifted shall pay Diamond a royalty of forty five percent (45%) of Adjusted Gross Revenue on subsequent manufacturing runs for that product; however, under the terms of the Diamond Agreement, the parties will split manufacturing costs 50/50 for products sold after each product’s first manufacturing run. Alternatively, under the terms of the Diamond Agreement, Diamond is entitled to notify Lifted that it elects to be paid a flat 7% of Adjusted Gross Revenue on specific subsequent manufacturing runs without sharing in the manufacturing costs for that run. Diamond is also entitled to purchase products produced under the Diamond Agreement from Lifted for direct sale on Diamond’s website and via certain other channels used by Diamond. Under the terms of the Diamond Agreement, Diamond’s cost for these products acquired for direct sale is 30% below wholesale. 

Under the terms of the Diamond Agreement, the parties will together set prices for Diamond products. The term of the Agreement is three years and may be extended with the mutual consent of the parties. However, the Diamond Agreement may be extended for one-year with notice by Diamond at least three months prior to the end of the 3-year term, or by mutual consent of the parties. If Lifted pays to Diamond aggregate annual royalty payments of at least $1,000,000 per year, then the Diamond Agreement shall automatically renew for an additional one-year term.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

Asset Purchase Agreement

On April 28, 2023, Lifted purchased nearly all of the assets (the “Purchased Assets”) of its hemp flower products supplier Oculus CRS, LLC, Aztec, New Mexico (“Oculus”) for a total purchase price of $368,488 in cash. The Purchased Assets include, but are not limited to, Oculus’ operational equipment, office equipment, raw materials, inventory, cash on hand, accounts receivable, and a contract (the “Machine Purchase Contract”) to purchase, for a total of $309,213 (the “Machine Purchase Price”), a new machine that is ready for delivery, and that when delivered and installed will be used to automate a substantial portion of the manufacturing of the hemp flower products. $99,910 of the Machine Purchase Price had already been paid by Oculus, leaving $209,303 as the remaining portion of the Machine Purchase Price (the “Machine Purchase Final Payment”).

The $368,488 purchase was paid by Lifted using cash on hand. At the closing, Oculus applied the entire Purchase Price to pay off all of Oculus’ liabilities as of the closing date (the “Oculus Liabilities”), including the Machine Purchase Final Payment. The only asset of Oculus that was not included in the Purchased Assets was Oculus’ rights as the plaintiff in a pending lawsuit filed by Oculus against a particular customer for an alleged breach of contract.

Agreement and Plan of Merger

Simultaneously with Lifted’s purchase of the Purchased Assets, Lifted executed an Agreement and Plan of Merger (“Merger Agreement”) with Oculus CHS Management Corp. (the “Management Corp.”), pursuant to which the Management Corp. was merged with and into Lifted, with Lifted being the surviving corporation in the merger (the “Merger”). The only assets of the Management Corp. were multi-year employment contracts with the owners/managers of Oculus, Chase and Hagan Sanchez (the “Employment Agreements”).

The Merger consideration (the “Merger Consideration”) will be paid by Lifted to Chase and Hagan Sanchez in two installments.

The first installment of the Merger Consideration was paid by Lifted to Chase and Hagan Sanchez at the closing of the Merger, and consisted of 100 shares of unregistered common stock of LIFD.

The second installment of the Merger Consideration will be paid by Lifted to Chase and Hagan Sanchez following the first anniversary of the closing of the Merger which will be April 28, 2024. The second installment of the Merger Agreement will be calculated and paid out as follows:

(1) Lifted’s CEO Nick Warrender, in consultation with LIFD’s President and CFO William “Jake” Jacobs, will analyze and make a written determination (the “Determination”) of the incremental pre-tax cash flow that Nick Warrender estimates that the hemp flower products division is generating for Lifted above and beyond the annual profits that are currently being generated for Lifted due to Lifted’s current business relationship with Oculus (the “Incremental Pre-Tax Profits”), after taking into account all relevant financial factors including but not limited to the purchase price of the Purchased Assets, the merger consideration, and all items of income, expense and investment directly and indirectly associated with Lifted’s hemp flower products division, which Determination will be final and legally binding on all of the parties; and

(2) Within five days following delivery of the Determination, Lifted will pay Chase and Hagan Sanchez a second installment of Merger consideration equal to five times the Incremental Pre-Tax Profits, provided that (a) 20% of such second installment of Merger consideration shall be paid in the form of cash, (b) 80% of such second installment of Merger consideration shall be paid in the form of unregistered shares of common stock of LIFD, which unregistered shares of common stock of LIFD shall be valued at $5 per share regardless of whether LIFD’s common stock is then trading at a price that is lower or higher than $5 per share, and (c) such second installment of Merger consideration shall be subject to a minimum value of $1 million dollars and a maximum value of $6 million dollars (with the stock portion of the second installment of Merger consideration being valued at $5 per share under all circumstances.)

As examples, for illustrative purposes only:

(a)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $500,000, then the second installment of the Merger Consideration would be calculated as $500,000 X 5 = $2,500,000, of which ($2,500,000 X .2) = $500,000 would be in the form of cash, and the remaining $2,000,000 would be paid in the form of ($2,000,000/$5) = 400,000 newly issued shares of unregistered LIFD Common Stock;
(b)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $25,000, then the second installment of the Merger Consideration would be the minimum of $1,000,000, of which ($1,000,000 X .2) = $200,000 would be in the form of cash, and the remaining $800,000 would be paid in the form of ($800,000/$5) = 160,000 newly issued shares of unregistered LIFD Common Stock; and
(c)	If, according to Mr. Warrender’s Determination, the Incremental Pre-Tax Profits of Lifted being generated by the business is $2,000,000, then the second installment of the Merger Consideration would be the maximum of $6,000,000, of which ($6,000,000 X .2) = $1,200,000 would be in the form of cash, and the remaining $4,800,000 would be paid in the form of ($4,800,000/$5) = 960,000 newly issued shares of unregistered LIFD Common Stock.

The foregoing description of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.74.

Employment Agreements

Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, all of the Management Corp.’s rights and obligations under the Employment Agreements have been assumed by Lifted. Chase and Hagan Sanchez are now the Vice President of Flower and General Manager of Flower of Lifted, respectively, and will continue to manage the hemp flower products business in Aztec, NM, which will operate as a hemp flower products division within Lifted, reporting to Nick Warrender, Lifted’s CEO. Pursuant to Chase Sanchez’s employment agreement, his salary is $150,000 per year. Hagan Sanchez’s salary is $100,000 per year. Both agreements are subject to termination with or without cause, non-solicitation, non-competition and non-disclosure clauses. 

The foregoing description of the terms of the Sanchez Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Sanchez Employment Agreements, copies of which are attached hereto as Exhibits 10.75 and 10.76.

In addition to Chase and Hagan Sanchez, a total of 20 other people who previously worked at Oculus have now transitioned to become full-time employees of Lifted. Lifted has agreed to pay employment bonuses to certain of these new people, in an aggregate amount totaling $50,000, pursuant to written instructions to Lifted from Chase and Hagan Sanchez.

Lease Agreement – Aztec New Mexico

Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, Lifted has assumed Oculus’ lease of office and operational space in Aztec, New Mexico. The leased premises includes a shop building of approximately 4,800 square feet and adjacent fenced parking area located at 16178 US Hwy 550, Aztec, San Juan County, New Mexico. The term of this lease (the “term”) shall be for a period of one (1) year, commencing on the 1st day of December 2022, and continuing in force until the 30th day of November, 2023, unless terminated earlier as provided in this lease. The lease payments are $3,850 per month. All monthly payments are due and payable in advance on the first day of each month. The lessee is also required to pay taxes, insurance and certain maintenance costs of the leased premises.

The foregoing description of the terms of the Assignment and Assumption of Lease and Landlord Consent and Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment and Assumption of Lease and Landlord Consent and Lease Agreement, copies of which are attached hereto as Exhibit 10.77.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Consolidated Financial Statements

Consolidated Financial Statements – The consolidated financial statements of the Company should be read in conjunction with the Company’s consolidated financial statements and related notes that appear in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 21, 2023. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. As part of the consolidation, all significant intercompany transactions are eliminated, and on the Consolidated Statements of Operations, certain expenses are consolidated into the Other Operating Expenses category.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Key estimates in these financial statements include the allowance for doubtful accounts, sales allowance, estimated useful lives of property, plant and equipment, valuation allowance on deferred income tax assets and the fair value of stock options and warrants.

Cash and Cash Equivalents

Cash and Cash Equivalents – Cash and cash equivalents as of March 31, 2023 and December 31, 2022 included cash on-hand. The Company considers all highly liquid investments with an original maturity date within 90 days to be cash equivalents. Cash equivalents are carried at cost. The Company maintains its cash balance at a credit-worthy financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. 

Fair Value of Financial Instruments

Fair Value of Financial Instruments – The historical carrying amount of the financial instruments, which principally include cash, trade receivables, historical accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments.

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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.

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. During the periods reported, there were no changes in the unobservable inputs associated with these investments, and there no other investments of the Company that had Level 3 unobservable inputs.

Prepaid Expenses

Prepaid Expenses – Prepaid expenses relate primarily to advance payments made for purchases of inventory; prepaid inventory is transferred to inventory when the purchased items are received by the Company.  Other expenses, such as prepaid commercial property and general liability insurance, and prepaid health and dental insurance, among others, are also recognized as prepaid expenses when advance payments are made for services that will be performed in periods subsequent to the balance sheet date. Prepaids for these other expenses are recognized as expenses ratably over the applicable service period.

Accounts Receivable

Accounts Receivable – The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded (the “Allowance for Doubtful Accounts”), which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent loss history and an overall assessment of past due trade accounts receivable outstanding. 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. Allowances for doubtful accounts of $425,281 and $281,762 were reported at March 31, 2023 and December 31, 2022, respectively. Sales allowances, which reduce gross sales on the Consolidated Statements of Operations, are recorded for estimated future discounts/refunds and product returns and are netted against accounts receivable on the Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, accounts receivable were reduced by $841,129 and $935,881, respectively, as a result of the sales allowance.

Inventory

Inventory – Inventory is valued at the lower of average cost or market value (net realizable value). Inventory consisted of the following at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Raw Goods	$	4,591,009	$	3,407,196
Finished Goods	$	2,972,491	$	2,616,771
Total Inventory	$	7,563,500	$	6,023,967

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 March 31, 2023, $181,400 of overhead costs were allocated to finished goods. In comparison, During the quarters ended March 31, 2022, $88,599 of overhead costs were allocated to finished goods.

During the quarters ended March 31, 2023, and 2022, $131,967 and 561,417 of obsolete and spoiled inventory was written off, respectively.

In the third quarter of 2022, Lifted wrote-off $2,313,902 of obsolete and spoiled inventory of 2 mL disposable vape devices due to clogging issues that management believes was caused by a summer heat wave.  In the fourth quarter of 2022, Lifted negotiated a settlement agreement with its third-party disposable vape device manufacturer, which included both the forgiveness of $630,000 of payables owed to the manufacturer and credits totaling $370,047 to be provided by the manufacturer at a quarterly rate of $46,255 in 2023 and 2024. The forgiveness of the payables was recorded as a reduction of cost of goods sold, and the settlement credits were recorded as a settlement asset and other income, both in the fourth quarter of 2022.  The settlement asset is being amortized ratably to cost of goods sold over the benefit period of 2023 and 2024.

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.

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

Fixed Assets – Fixed assets are recorded and stated at cost. Fixed assets that cost less than $2,500 are expensed, and fixed assets that cost $2,500 or more are capitalized. Depreciation of machinery and equipment, furniture and fixtures, leasehold improvements, and computer equipment, is based on the asset’s estimated useful life and is calculated using the straight-line method. Normal repairs and maintenance costs are expensed as incurred. Expenditures that materially increase values or extend useful lives are capitalized. The related costs and accumulated depreciation of disposed assets are eliminated and any resulting gain or loss on disposition is included in net income.

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 an 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 Avenue, Kenosha, WI 53144 for the Company’s current office, manufacturing and warehouse space.

The Company has paid security deposits for its leased facilities located at 8920 58^th Place, Suite 850, Kenosha, WI 53144, 8910 58^th Place, Suites 600 and 700, Kenosha, WI 53144, 9560 58^th Place, Suite 360, Kenosha, WI 53144, 2701-09 West Fulton PH, Chicago, Illinois 60612 and 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144.

State Licensing Deposits

State Licensing Deposits – The Company is required to pay deposits for certain licenses in various states.

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’s products to vape and smoke shops, stores specializing in cannabinoid-infused products, convenience stores, health food stores, and other outlets.

Typically, the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination.

The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers.

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’s historical experience.

Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation:

1)	The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer.
2)	The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer.
3)	The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer.
4)	The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund.

Disaggregation of Revenue

During the quarters ended March 31, 2023 and 2022, approximately 99.9% and 99.9%, respectively, of the Company’s sales occurred inside of the United States of America.

The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products.

Shown below is a table showing the approximate disaggregation of historical revenue:

Type of Sale	For the three months ended March 31, 2023		% of Net Sales for the three months ended March 31, 2023			For the three months ended March 31, 2022		% of Net Sales During the three months ended March 31, 2022
Net sales of raw materials to customers	$	2,386		0	%	$	5,382		0	%
Net sales of products to private label clients	$	176,720		1	%	$	84,142		0	%
Net sales of products to wholesalers	$	2,439,521		20	%	$	2,475,208		14	%
Net sales of products to distributors	$	9,277,586		74	%	$	13,389,283		74	%
Net sales of products to end consumers	$	565,581		5	%	$	2,134,863		12	%
Net Sales	$	12,461,793		100	%	$	18,088,877		100	%

Deferred Revenue

Amounts received from a customer before the purchased product is shipped to the customer are treated as deferred revenue. If cash is not received, an accounts receivable is recognized for the invoiced order, but revenue is not recognized until the order is fully shipped. Accounts receivable include 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 as of March 31, 2023 and December 31, 2022.

	March 31, 2023		December 31, 2022
Contract Assets (invoiced but unfulfilled performance obligations)	$	428,769	$	594,086
Deposits from customers for unfulfilled orders	$	53,130	$	-
Total Deferred Revenue	$	481,899	$	594,086

Cost of Goods Sold

Cost of Goods Sold – Cost of goods sold consists of the costs of raw materials utilized in the manufacture of products, direct labor, co-packing fees, repacking fees, freight and shipping charges, warehouse expenses incurred prior to the manufacture of Lifted’s finished products and certain quality control costs. Finished goods that are sold account for the largest portion of cost of sales. Raw materials include ingredients, product components and packaging materials.

Cost of goods sold amounted to $6,813,348 and $10,103,893 during the quarters ended March 31, 2023 and 2022, respectively. $131,967 and $561,417 of cost of goods sold relates to spoiled and obsolete inventory written off during the quarters ended March 31, 2023 and March 31, 2022, respectively.

Operating Expenses

Operating Expenses – Operating expenses include accounts such as payroll and independent contractor expenses, stock compensation expense, the company-wide management bonus pool, management bonuses, professional fees, bank charges and merchant fees, advertising and marketing, bad debt expense, depreciation and amortization, and other operating expenses. Total operating expenses increased to $5,753,329 for the quarter ended March 31, 2023, up from $3,812,549 during the quarter ended March 31, 2022.

The increase in total operating expenses was primarily driven by a one-time, non-cash stock compensation expense of $2,138,175 in the first quarter of 2023, compared to no stock compensation in the first quarter of 2022. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from a net income for the quarter of $1,442,466 to a net loss of $141,742. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.10 and $0.09, respectively.

Also driving the increase in operating expenses from the first quarter of 2022 to the first quarter of 2023 were greater professional fees and advertising and marketing costs. These costs were offset by lower company-wide management bonus pool expense.   

Income Taxes

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the quarters ended March 31, 2023 and March 31, 2022:

	For the Three Months Ended
	March 31,
	2023			2022
Net Income/(Loss)	$	(141,742	)	$	2,944,793
Weighted average number of common shares outstanding:
Basic		14,246,745			14,017,578
Diluted		14,246,745			15,924,776
Basic Net Income (Loss) per Common Share	$	(0.01	)	$	0.21
Diluted Net Income (Loss) per Common Share	$	(0.01	)	$	0.18

As of March 31, 2023, 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 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,280,000 shares of common stock at $5.00 per share.

Regarding the aforementioned warrants to purchase 2,280,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 2,255,000 shares of our common stock are vested, while the remaining warrants to purchase 25,000 shares of our common stock are not vested and are subject to certain conditions and requirements.

At March 31, 2023, the Company had 4,500 shares of Series A Preferred Stock outstanding convertible into 450,000 shares of common stock; these are not included in the diluted earnings calculation because the effect of including them would have been anti-dilutive. At March 31, 2023, the Company had 40,000 shares of 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 March 31, 2023 ($2.35/share).

In comparison, as of March 31, 2022, 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 155,500 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 outstanding at March 31, 2022: 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 outstanding at March 31, 2022: 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.

Also outstanding at March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 ($3.90/share).

Recent Accounting Pronouncements

Recent Accounting Pronouncements – In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) Topic 326). ASC 326 adds to US Generally Accepted Accounting Principles (“GAAP”) the current expected credit loss model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 and its amendments was effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023, and the adoption did not have a significant impact on the allowance for doubtful accounts associated with the Company’s trade accounts receivable.

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 – Advertising and marketing costs are expensed as incurred. During the quarter ended March 31, 2023, the Company incurred $228,571 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations. During the quarter ended March 31, 2022, the Company incurred $105,601 in advertising and marketing expenses, which primarily related to trade shows, marketing, and promotional products and public relations.

Compensated Absences

Compensated Absences – Effective January 1, 2022, certain PTO policies were adopted by Lifted, and PTO accruals of $18,511 and $11,323 were recognized at March 31, 2023 and December 31, 2022, respectively.

Off Balance Sheet Arrangements

Off-Balance Sheet Arrangements – The Company has no off-balance sheet arrangements.

Reclassifications

Reclassifications – Some items from the prior period have been reclassified within the financial statements to conform with the current presentation.

Business Combinations and Consolidated Results of Operations and Outlook

Business Combinations and Consolidated Results of Operations and Outlook – The Company accounts for its acquisitions under ASC Topic 805, Business Combinations and Reorganizations (“ASC Topic 805”). ASC Topic 805 provides guidance on how the acquirer recognizes and measures the consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests, and goodwill acquired in a business combination. ASC Topic 805 also expands required disclosures surrounding the nature and financial effects of business combinations. Acquisition costs are expensed as incurred. 

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.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Schedule of inventory

	March 31, 2023		December 31, 2022
Raw Goods	$	4,591,009	$	3,407,196
Finished Goods	$	2,972,491	$	2,616,771
Total Inventory	$	7,563,500	$	6,023,967

Schedule of historical revenue

Type of Sale	For the three months ended March 31, 2023		% of Net Sales for the three months ended March 31, 2023			For the three months ended March 31, 2022		% of Net Sales During the three months ended March 31, 2022
Net sales of raw materials to customers	$	2,386		0	%	$	5,382		0	%
Net sales of products to private label clients	$	176,720		1	%	$	84,142		0	%
Net sales of products to wholesalers	$	2,439,521		20	%	$	2,475,208		14	%
Net sales of products to distributors	$	9,277,586		74	%	$	13,389,283		74	%
Net sales of products to end consumers	$	565,581		5	%	$	2,134,863		12	%
Net Sales	$	12,461,793		100	%	$	18,088,877		100	%

Schedule of deferred revenue

	March 31, 2023		December 31, 2022
Contract Assets (invoiced but unfulfilled performance obligations)	$	428,769	$	594,086
Deposits from customers for unfulfilled orders	$	53,130	$	-
Total Deferred Revenue	$	481,899	$	594,086

Schedule of Earnings Per Share, Basic and Diluted

	For the Three Months Ended
	March 31,
	2023			2022
Net Income/(Loss)	$	(141,742	)	$	2,944,793
Weighted average number of common shares outstanding:
Basic		14,246,745			14,017,578
Diluted		14,246,745			15,924,776
Basic Net Income (Loss) per Common Share	$	(0.01	)	$	0.21
Diluted Net Income (Loss) per Common Share	$	(0.01	)	$	0.18

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PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2023

PROPERTY AND EQUIPMENT, NET

Schedule of Property and Equipment

Asset Class	March 31, 2023			December 31, 2022
Machinery & Equipment	$	909,400		$	664,606
Leasehold Improvements	$	457,107		$	379,499
Trade Show Booths	$	48,481		$	10,000
Vehicles	$	75,047		$	75,047
Computer Equipment	$	15,213		$	7,312
Furniture & Fixtures	$	92,934		$	92,934
Sub-total:	$	1,598,182		$	1,229,398
Less: accumulated depreciation	$	(276,186	)	$	(209,143	)
	$	1,321,997		$	1,020,255

Schedule of Estimated useful lives

Asset Class	Estimated Useful Life
Machinery & Equipment		60 months
Leasehold Improvements		60 months
Trade Show Booths		36 months
Vehicles		60 months
Computer Equipment		60 months
Furniture & Fixtures		60 months

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS

Schedule of Rent

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

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SHAREHOLDERS EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

SHAREHOLDERS EQUITY

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, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2022		3,627,198		$	3.85		2.07	$	370,331
Cancellation of contingent warrants issued in connection with the acquisition of Lifted Made		(15,000	)
Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, March 31, 2023		3,587,198		$	3.84		1.82	$	636,771
Outstanding Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, March 31, 2023		3,612,198		$	3.85		1.82	$	636,771

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Tables)

3 Months Ended

Mar. 31, 2023

CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Rent Schedule

Date	Base Monthly Rent
January 1, 2021 – December 31, 2021	$	5,740.75
January 1, 2022 – December 31, 2022	$	5,855.57
January 1, 2023 – December 31, 2023	$	5,972.68
January 1, 2024 – December 31, 2024	$	6,092.13
January 1, 2025 – December 31, 2025	$	6,213.97

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

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
07/01/2022 – 06/30/2023	$	5,493.25
07/01/2023 – 06/30/2024	$	5,630.58
07/01/2024 – 06/30/2025	$	5,771.35
07/01/2025 – 06/30/2026	$	5,915.63
07/01/2026 – 06/30/2027	$	6,063.52

Schedule of lease cost

Date	Base Monthly Rent
February 1, 2023 – February 28, 2023	$	0.00
March 1, 2023 – February 29, 2024	$	3,395.73
March 1, 2024 – February 28, 2025	$	3,531.56
March 1, 2025 – February 28, 2026	$	3,672.82
March 1, 2026 – February 28, 2027	$	3,819.73
March 1, 2027 – February 29, 2028	$	3,972.52

Schedule of lease liability

Asset	Balance Sheet Line	March 31, 2023
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $136,689	Non-Current  Assets	$	641,447
Liability	Balance Sheet Line	March 31, 2023
Operating Lease Liabilities	Current Liabilities	$	148,220
	Non-Current Liabilities	$	503,828

Balance Sheet Classification of Finance Lease Assets and Liabilities

Asset	Balance Sheet Line	March 31, 2023
Finance Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $216,808	Non-Current Assets	$	1,263,600
Liability	Balance Sheet Line	March 31, 2023
Finance Lease Liabilities	Current Liabilities	$	1,363,768

Lease Cost:	Three  Months Ended March 31, 2023		Three  Months Ended March 31, 2022
Finance lease expense:
Amortization of Right-of-Use Assets	$	10,800	$	12,337
Interest on lease liabilities		24,162		11,289
Operating lease expense		44,708		20,147
Total	$	79,670	$	43,773

	Finance			Operating
2023	$	1,428,754		$	140,336
2024		-			184,318
2025		-			166,364
2026		-			171,446
2027		-			83,746
Thereafter		-			7,945
Total		1,428,754			754,155
Less: Present value discount		(64,986	)		(102,107	)
Lease liability	$	1,363,768		$	652,048

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2023

INCOME TAXES

Schedule of Provision for income taxes

	For the Three Months Ended
	March 31,
	2023			2022
Current
Domestic-Federal	$	117,702		$	582,618
Domestic-State		50,005			321,405
Franchise Taxes		9,491			-
		177,198			904,024
Deferred
Domestic-Federal		(114,535	)		230,593
Domestic-State		(35,441	)		64,861
		(149,976	)		295,454
Total Provision (Benefit) for Income Taxes	$	27,222		$	1,199,478

Schedule of Effective Income Tax Rate Reconciliation

	For the Three Months Ended
	March 31,
	2023			2022
Domestic-Federal	$	(24,049	)	$	870,297
State tax benefit, net of federal benefit		(7,410	)		341,567
Non-deductible expenses		49,339			1,972
Franchise taxes		9,491			-
Change in estimated future income tax rates		(4,927	)		(131,918	)
Change in valuation allowance		4,778			117,560
Total Provision (Benefit) for Income Taxes	$	(27,221	)	$	1,199,478

Schedule of Deferred Tax Assets and Liabilities

	March 31,			December 31,
	2023			2022
Deferred Tax Assets:
Stock-based compensation	$	2,973,658		$	2,754,875
Sales Allowances		231,066			256,650
Accrued Related Party Expenses		267			612
Allowance for Doubtful Accounts		116,828			77,269
Other		29,515			23,060
Less: Valuation allowance for stock-based compensation		(2,759,653	)		(2,754,875	)
Total Deferred Tax Assets		591,681			357,591
Deferred Tax Liabilities:
Depreciation & Amortization		(354,283	)		(270,169	)
Total Deferred Tax Liabilities		(354,283	)		(270,169	)
Net Deferred Tax Assets	$	237,398		$	87,422

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DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($) ft²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 24, 2020	Apr. 30, 2019
Construction cost	$ 3,500,000
Purchase price	$ 1,375,000	$ 1,375,000	$ 1,375,000
Operating lease area | ft²	30,000
Other liabilities	$ 1,375
Exploring possibility of raising	800,000
Bendistillery [Member]
Ownership interests				100.00%	4.99%
Obligationto Purchase Headquarters Building [Member]
Purchase price	1,375,000
Debt or equity capital	$ 5,000,000

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Raw Goods	$ 4,591,009	$ 3,407,196
Finished Goods	2,972,491	2,616,771
Total Inventory	$ 7,563,500	$ 6,023,967

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net sales	$ 12,461,793	$ 18,088,877
Percentage of net sales	100.00%	100.00%
Customer [Member]
Net sales	$ 2,386	$ 5,382
Percentage of net sales	0.00%	0.00%
Private Label Clients [Member]
Net sales	$ 176,720	$ 84,142
Percentage of net sales	1.00%	0.00%
Wholesalers [Member]
Net sales	$ 2,439,521	$ 2,475,208
Percentage of net sales	20.00%	14.00%
Distributors [Member]
Net sales	$ 9,277,586	$ 13,389,283
Percentage of net sales	74.00%	74.00%
End Consumers [Member]
Net sales	$ 565,581	$ 2,134,863
Percentage of net sales	5.00%	12.00%

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Contract Assets (invoiced but unfulfilled performance obligations)	$ 428,769	$ 594,086
Deposits from customers for unfulfilled orders	53,130	0
Total Deferred Revenue	$ 481,899	$ 594,086

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Net Income/(Loss)	$ (141,742)	$ 2,944,793
Weighted average number of basic share outstanding	14,246,745	14,017,578
Weighted average number of diluted shares outstanding	14,246,745	15,924,776
Basic net income/loss per share	$ (0.01)	$ 0.21
Diluted net income/loss per share	$ (0.01)	$ 0.18

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Net profit	$ 1,442,466
FDIC limit	$ 250,000
Basic net income/loss per share	$ 0.10	$ 0.09
Net Income/(Loss)	$ (141,742)	$ 2,944,793
Allowances for doubtful accounts	$ 425,281		$ 281,762
Percentege of sales occurred inside of USA	99.90%		99.90%
Credit note reserves	$ 841,129		$ 935,881
Fixed Assets cost	2,500
Fixed Assets capitalized	2,500
Cost of goods sold	(6,813,348)	(10,103,893)
Cost of goods sold of inventry write down	131,967	561,417
Inventory write down	$ 131,967	561,417
Description of agreement for the forgiveness of payables	In the fourth quarter of 2022, Lifted negotiated a settlement agreement with its third-party disposable vape device manufacturer, which included both the forgiveness of $630,000 of payables owed to the manufacturer and credits totaling $370,047 to be provided by the manufacturer at a quarterly rate of $46,255 in 2023 and 2024. The forgiveness of the payables was recorded as a reduction of cost of goods sold, and the settlement credits were recorded as a settlement asset and other income, both in the fourth quarter of 2022.
Operating expense	$ 5,753,329	3,812,549
Total Non-cash stock compensation operating expense		2,138,175
Common stock shares designated	645,000
Advertising and Marketing Expenses	$ 228,571	105,601
Finished goods	181,400	$ 88,599
PTO accrual	$ 18,511		$ 11,323
Common Stock, par value	$ 0.001		$ 0.001
Series A Preferred Stock Shares [Member]
Preferred Stock outstanding	4,500
Convertible Preferred Stock, Shares Reserved for Future Issuance	450,000	575,000
Exercise price per shares	$ 5	$ 3.90
Series B Preferred Stock [Member]
Preferred Stock outstanding	40,000
Convertible Preferred Stock, Shares Reserved for Future Issuance	40,000	40,000
Exercise price per shares	$ 2.35
Stock Option
Common Stock, par value	$ 2	$ 2
Right to purchase of warrants	1,076,698	1,076,698
Warrant One [Member]
Common Stock, par value	$ 1.85	$ 1.85
Right to purchase of warrants	100,000	1,350,000
Warrant Three [Member]
Common Stock, par value	$ 5	$ 1.85
Right to purchase of warrants	2,280,000	1,350,000
Warrants non vested	25,000	1,250,000
2 ML Disposal Vapes [Member]
Inventory write down	$ 2,313,902
Warrants Four [Member]
Common Stock, par value		$ 5
Right to purchase of warrants		2,295,000
Warrants vested	2,255,000	1,650,000
Warrants non vested		645,000
Warrant [Member]
Common Stock, par value	$ 1	$ 1
Right to purchase of warrants	155,500	155,500
Warrants Two [Member]
Common Stock, par value	$ 5	$ 5
Right to purchase of warrants	2,280,000	2,295,000

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RISKS AND UNCERTAINTIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Feb. 14, 2022
Accumulated Deficit	$ (4,385,286)		$ (4,238,735)
Debt	5,000,000
Purchase property	$ 1,375,000
Annual Dividend Percentage	3.00%
Research and development	$ 19,800
Accrued Bonus			166,667	$ 1,556,055
Diluted Earnings Per Share Of Common Stock	$ 0.56
Additional Bonus			$ 500,000
Five Vendors [Member] | Purchase [Member]
Concentration Risk, Percentage	26.00%	32.00%
Five Vendors [Member] | Supplies [Member]
Concentration Risk, Percentage	79.00%	58.00%

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THE COMPANYS INVESTMENTS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2020	Feb. 09, 2022	Dec. 31, 2021	Apr. 30, 2019
Net Income/(Loss)	$ (141,742)	$ 2,944,793
Bendistillery [Member]
Ownership Interests						4.99%
Purchse Price						$ 1,896,200
SmplyLifted LLC
Investment		$ 200,000	$ 195,571		$ 195,571
Ownership Interests		50.00%	50.00%	50.00%	50.00%
Receivables					$ 388,727
Lifted Amount For Agreement				$ 50
Payment Percentage				99.00%
Cash				$ 1,000
Net Income/(Loss)			$ 4,429

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PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Gross Property And Equipment	$ 1,598,182	$ 1,229,398
Less: Accumulated Depreciation	(276,186)	(209,143)
Net Property And Equipment	1,321,997	1,020,255
Machinery and Equipment [Member]
Gross Property And Equipment	909,400	664,606
Leasehold Improvements [Member]
Gross Property And Equipment	457,107	379,499
Trade Show Booth [Member]
Gross Property And Equipment	48,481	10,000
Vehicles [Member]
Gross Property And Equipment	75,047	75,047
Computer Equipment [Member]
Gross Property And Equipment	15,213	7,312
Furniture and Fixtures [Member]
Gross Property And Equipment	$ 92,934	$ 92,934

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PROPERTY AND EQUIPMENT NET (Details 1)	3 Months Ended
	Mar. 31, 2023
Machinery and Equipment [Member]
Estimated Useful Life	60 months
Leasehold Improvements [Member]
Estimated Useful Life	60 months
Trade Show Booth [Member]
Estimated Useful Life	36 months
Vehicles [Member]
Estimated Useful Life	60 months
Computer Equipment [Member]
Estimated Useful Life	60 months
Furniture and Fixtures [Member]
Estimated Useful Life	60 months

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PROPERTY AND EQUIPMENT NET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Depreciation Expense	$ 33,230	$ 15,173
Machinery and Equipment [Member]
Depreciation Expense	$ 33,813	$ 12,927

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NOTES RECEIVABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		4 Months Ended
	Sep. 01, 2015	Jul. 31, 2014	Mar. 31, 2023	Mar. 31, 2022	Jul. 31, 2015	Dec. 31, 2015	Jul. 14, 2014
Bad debt expense			$ 143,519	$ 248,000
Secured Promissory Note | William Noyes Webster Foundation Inc
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
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note
Debt Instrument, Face Amount							$ 897,500
Secured Promissory Note | William Noyes Webster Foundation Inc | Payment To Consultant
Advances		$ 2,500
Interest receivable [1] | William Noyes Webster Foundation Inc
Bad debt expense	$ 97,427

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INTANGIBLE ASSETS NET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
INTANGIBLE ASSETS, NET
Amortization expenses	$ 0	$ 347
Finite-Lived Intangible Asset, Useful Life	32 months

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395
NintyFiveHoldingsLLC [Member]
Base Monthly Rent								$ 6,213			$ 6,092				$ 5,972			$ 5,855		$ 5,740

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RELATED PARTY TRANSACTIONS (Details Narrative)			1 Months Ended		3 Months Ended		12 Months Ended
	Jun. 07, 2022 USD ($)	Jan. 03, 2022 USD ($)	Feb. 29, 2020 USD ($) shares	Feb. 24, 2020 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) integer $ / shares $ / bbl shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 25, 2022 USD ($)	Feb. 14, 2022 USD ($)	Jan. 01, 2022 USD ($)	Aug. 30, 2021 USD ($)	Jun. 01, 2021 integer	Jan. 01, 2021 USD ($)	Dec. 01, 2020 USD ($)
Purchase property					$ 1,375,000
Purchase of obligation					1,375,000		$ 1,375,000	$ 1,375,000
Due of warrender Enterprise								4,607
Bonus Payable							166,667			$ 1,556,055
Promissory note secured					$ 300,000,000,000
Exercise Price | $ / shares					$ 3.85
Joshua A Bloom
Payment For Commission						$ 20,000
Director Fees Received					$ 4,000
Vincent J Mesolella
Bonus Pool Amount						40,000
Director Fees Received					4,000
Richard E. Morrissy
Director Fees Received					4,000
James S. Jacobs
Director Fees Received					4,000
Kevin J. Rocio
Director Fees Received					$ 4,000
Gerard M. Jacobs
Payment For Commission						143,713
Accrued Interest Rate														2.00%
Deferred Compensation														$ 58,439
Aggregate Purchase Price												$ 700,000
NintyFiveHoldingsLLC [Member]
Promissory note secured				$ 375,000,000,000
Purchase Price								68,888
Rented Space | integer					11,238								3,300
Rented Space Per Foot | $ / bbl					6.13
Increase In Base Rent					2.00%
Beneficial Common Stock | shares					3,900,455
Robert T Warrender II [Member]
Wages Paid					$ 13,846	9,231
Reimbursements expense					975
Net amount							7,377
Robert T Warrender III [Member]
Payment For Commission					9,231	33,423
William C Jacobs
Payment For Commission						152,341
Prepaid Consulting Fee															$ 350,000
Accrued Interest Rate														2.00%
Deferred Compensation														$ 58,439
Bonus Payable											$ 300,000
Corner Vapory
Purchase					6,232
Receivable					5,087
SmplyLifted LLC
Reimbursement							$ 457	457
Wage Reimbursement								$ 646
NWarrender [Member]
Purchase property					1,375,000
Ownership percentege				100.00%
Promissory Note Payable						2,700,000			$ 2,750,000
Promissory Note Pay Off Principal									$ 2,750,000
Payment For Commission						680,000
Accrued Interest Rate		2.50%		2.00%				2.00%
Principal Amount	$ 275,000			$ 375,000				$ 375,000
Five Semi Annual Payments					458,333
Six Semi-annual Payment	458,335
Accrued Interest Payable	29,384					$ 16,575
Prepayment of promissory note	916,666							$ 1,000,000
Remaining Amount	1,833,334,000,000
Remaining principal balance	1,374,999,000,000
Equity capital					$ 5,000,000
NWarrender [Member] | July 8, 2022 [Member]
Prepayment of promissory note	916,666
NWarrender [Member] | December 31 2024 [Member]
Remaining principal balance	458,335,000,000
NWarrender [Member] | July 25 2022 [Member]
Repayment of promissory note	$ 916,668
Warrender Enterprise
Cash Consideration			$ 3,750,000
Stock Consideration | shares			3,900,455
Warrants Issued | shares			1,820,000
Exercise Price | $ / shares				$ 5
Re-loan		$ 2,750,000
Warrender Enterprise | Unregistered common stock
Stock Consideration | shares			645,000	645,000
Warrender Enterprise | Secured Promissory Note
Cash Consideration			$ 3,750,000

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SHAREHOLDERS EQUITY (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
SHAREHOLDERS EQUITY
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 3.85
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 month 24 days
Cancellation of contingent warrants issued in connection with the acquisition of Lifted Made	15,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,587,198	3,627,198
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 3.84	$ 3.85
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 month 24 days	2 months 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 636,771	$ 370,331
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 636,771	$ 3,612,198

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SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended			4 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	May 13, 2019	Dec. 05, 2019	Feb. 24, 2023	Dec. 31, 2022	May 01, 2022	Mar. 08, 2022	Feb. 19, 2022
Annual dividend percentage	3.00%
Deferred contingent received	200,000
Expected volatility term	6 months
Common stock Shares authorised	100,000,000				645,000	100,000,000
Stock Compensation Expense					$ 2,138,175
Deferred contingent stock	410,000
Preferred Stock, Shares Authorized	10,000,000					10,000,000
Warrants [Member]
Right to purchase of warrants									50,000
Warrants exercisable price per share									$ 1
Non-Affiliated Entity
Share Price									$ 1
Right to purchase of warrants					15,000				150,000
Number Of Common Stock Cancelled								100,000
Warrants exercisable price per share							$ 1.50
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized	400,000					400,000
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized	5,000,000					5,000,000
Dividends, Cash		$ 0
Series B Preferred Stock [Member]
Share Price	$ 2.35
Convertible Preferred Stock, Shares Reserved for Future Issuance	40,000	40,000
Preferred Stock Terms Of Conversion	As of March 31, 2023, 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, convertible into 40,000 shares of common stock of the Company
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 and pays 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
Accrued liability	$ 3,275					$ 1,796
Dividends, Cash		$ 0
Series B Preferred Stock [Member] | Accredited Investors
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%
Series A Preferred Stock
Preferred Stock Terms Of Conversion	As of March 31, 2023, 61,650 shares of Series A Preferred Stock have been converted into a total of 6,165,000 shares of common stock of the Company, which leaves 4,500 shares of Series A Preferred Stock currently outstanding, convertible into 450,000 shares of common stock of the Company
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 and pays 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
Accrued liability	$ 9,569					$ 9,240
Dividends, Cash	$ 3,000	$ 3,000
Series A Preferred Stock | Accredited Investors
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
Annual dividend percentage			3.00%
Minimum [Member]
Discount rate	23.00%
Mximum [Member]
Discount rate	31.00%

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395
NintyFiveHoldingsLLC [Member]
Base Monthly Rent								$ 6,213			$ 6,092				$ 5,972			$ 5,855		$ 5,740

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 1) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Schedule of Operating Lease Assets and Liabilities (Details 2) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 3) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 4) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2023	Feb. 29, 2028	Jun. 30, 2027	Feb. 28, 2027	Dec. 31, 2026	Jun. 30, 2026	Feb. 28, 2026	Dec. 31, 2025	Jun. 30, 2025	Feb. 28, 2025	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Base Monthly Rent	$ 0	$ 3,972	$ 6,063	$ 3,819	$ 4,502	$ 5,915	$ 3,672	$ 4,370	$ 5,771	$ 3,531	$ 4,243	$ 2,541	$ 5,630	$ 3,395	$ 4,120	$ 2,467	$ 5,493	$ 4,000	$ 2,395

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 5) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Operating Lease Right Of Use Asset	$ 641,447	$ 496,604
Operating Lease Liability Current	148,220	117,719
Operating Lease Liability Noncurrent	503,828
Finance Lease Right Of Use Asset	1,263,600	1,274,400
Finance Lease Liability Current	$ 1,363,768	$ 1,357,524

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 6) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Amortization of Right of Use Assets	$ 10,800	$ 12,337
Interest on lease liabilities	24,162	11,289
OperatingLeaseExpense	44,708	20,147
Finance Lease Expense	$ 79,670	$ 43,773

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details 7)	Mar. 31, 2023 USD ($)
CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Finance Lease Liability Payments Due next twelve months	$ 1,428,754
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
Finance Lease Liability Payments Due After Year Five	0
Finance Lease Liability Payments Due	1,428,754
Finance Lease Liability Undiscounted Excess Amount	(64,986)
Finance Lease Liability	1,363,768
Lessee Operating Lease Liability Payments Due Next Twelve Months	140,336
Lessee Operating Lease Liability Payments Due Year Two	184,318
Lessee Operating Lease Liability Payments Due Year Three	166,364
Lessee Operating Lease Liability Payments Due Year Four	171,446
Lessee Operating Lease Liability Payments Due Year Five	83,746
Operating Lease Liability Payments Due After Year Five	7,945
Lessee Operating Lease Liability PaymentsDue	754,155
Lessee Operating Lease Liability Undiscounted Excess Amount	(102,107)
Operating Lease Liability	$ 652,048

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CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details Narrative)	Jul. 06, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / bbl shares	Dec. 31, 2022 USD ($)	Nov. 28, 2022 $ / bbl	Jul. 01, 2022 $ / bbl	Feb. 14, 2022 USD ($)	Jan. 01, 2022 $ / bbl	Dec. 31, 2021 USD ($)	Oct. 01, 2021 $ / bbl	Jul. 01, 2021 USD ($)	Jan. 01, 2021 USD ($)
Shares Of Common Stock | shares		3,900,455
Sublease cost	$ 3,000
Increase In Base Rent (percentage)		2.00%		4.00%					3.00%
Premises Rent, Per Square | $ / bbl		6.13		0.73	10.75		6		5.75
Base Rent, Amount											$ 68,888
Fixed Purchase Price		$ 1,375,000	$ 1,375,000					$ 1,375,000
Immaterial Loss On Lease Modification								1,446
Bonus Payable			$ 166,667			$ 1,556,055
Chief Strategy Officer [Member]
Bonus Equal										5.00%
Bonus Payable		$ 312,340						$ 265,694
Net Sales										$ 6,000,000
Salary										$ 180,000

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LEGAL PROCEEDINGS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Lifted Liquids, Inc. [Member]
Agreement releases and dismissal		$ 36,100
Dev Distribution LLC V Lifted Liquids [Member]
Amount paid for undelivered products	$ 263,938
Saul Roffe [Member]
Settlement Cost		30,000
Lifted Liquids		15,000
Damage Recover		14,569
Awawdeh And Habib [Member]
Settlement Cost		98,000
Martha Edgar V Lifted Liquids [Member]
Settlement Cost		$ 5,000	$ 5,000

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COMPANYWIDE MANAGEMENT BONUS POOL (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
COMPANYWIDE MANAGEMENT BONUS POOL (Details Narrative)
Company wide bonus pool accrual				$ 1,556,055
Annual Bonus	$ 466,668	$ 466,668		$ 1,559,334
Eliminated Accrual Bonus	$ 2,121,532
Diluted earnings per share	$ 0.42		$ 0.56	$ 0.56

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INCOME TAXES (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2020
Current
Domestic-federal	$ 117,702	$ 582,618	$ 0
Domestic-state	50,005	321,405	0
Franchise Tax	9,491	0
Total	177,198	904,024	0
Deferred
Domestic-federal	(114,535)	230,593	0
Domestic-state	(35,441)	64,861	0
Total	(149,976)	295,454	0
Total Provision (benefit) For Income Taxes	$ 27,222	$ 1,199,478	$ 0

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INCOME TAXES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
INCOME TAXES
Domestic Federal	$ (24,049)	$ 870,297
State taxes, net of federal benefit	(7,410)	341,567
Non-deductible Expenses	49,339	1,972
Franchise tax	9,491	0
Change In Estimated Future Income Tax Rates	(4,927)	(131,918)
Change In Valuation Allowance	4,778	117,560
Total Provision (benefit) For Income Taxes	$ (27,221)	$ 1,199,478

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INCOME TAXES (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets
Sales allowances	$ 231,066	$ 256,650
Stock-based Compensation	2,973,658	2,754,875
Accrued Related Party Expenses	267	612
Allowance For Doubtful Accounts	116,828	77,269
Other	29,515	23,060
Less: Valuation Allowance	(2,759,653)	(2,754,875)
Total Deferred Tax Asset	591,681	357,591
Deferred Tax Liabilities:
Depreciation & Amortization	(354,283)	(270,169)
Total Deferred Tax Liabilities	(354,283)	(270,169)
Net Deferred Tax (Liabilities) Assets	$ 237,398	$ 87,422

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INCOME TAXES (Details Narrative)	1 Months Ended
	Dec. 22, 2017
INCOME TAXES
Federal Dividends	100.00%

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SUBSEQUENT EVENTS (Details Narrative)	1 Months Ended
	Apr. 28, 2024 USD ($) shares	Apr. 28, 2023 USD ($) ft²	Apr. 23, 2023 USD ($)	Mar. 31, 2023 ft² shares	Dec. 31, 2022 shares
Lease of office and operational space | ft²				30,000
Common Stock shares issued | shares				14,512,578	14,102,578
Subsequent Event [Member] | Lease Agreement [Member]
Lease of office and operational space | ft²		4,800
Aggregate amount totaling		$ 50,000
Lease payment	$ 3,850
April 23 2023 [Member]
Aggregate annual royalty payments			$ 1,000,000
April 28 2024 [Member] | NWarrenders [Member] | Subsequent Event [Member]
Common Stock shares issued | shares	400,000
Incremental Pre-Tax Profits	$ 500,000
April 28 2024 [Member] | Mr Warrender 2 Member [Member] | Subsequent Event [Member]
Common Stock shares issued | shares	960,000
Incremental Pre-Tax Profits	$ 1,200,000
April 28 2024 [Member] | Mr Warrender 1 [Member] | Subsequent Event [Member]
Common Stock shares issued | shares	160,000
Incremental Pre-Tax Profits	$ 200,000
April 28 2023 [Member]
Total purchase price		368,488
April 28 2023 [Member] | Machine Purchase Price [Member]
Total purchase price		309,213
Payment to purchase price of machine		99,910
Payment to remaining portion of Machine Purchase Price		209,303
April 28 2023 [Member] | Subsequent Event [Member] | Employment Agreements [Member]
Annual salary		100,000
April 28 2023 [Member] | Subsequent Event [Member] | Employment Agreements One [Member]
Annual salary		$ 150,000