v3.26.3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2026
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES  
Consolidated Financial Statements

Consolidated Financial Statements – The accompanying unaudited interim consolidated financial statements include the accounts of LFTD Partners and its wholly owned subsidiaries. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements and, accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with US GAAP, have been condensed or omitted in accordance with SEC rules and regulations. As part of the consolidation, all intercompany transactions have been eliminated. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited consolidated financial statements. Actual results could differ from these estimates.

Use of Estimates

 

Use of Estimates – The preparation of financial statements in conformity with US 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, but are not limited to, inventory allowance, prepaid inventory allowance, allowance for doubtful accounts, sales allowance, estimated useful lives of fixed assets, impairment of fixed assets, impairment of investments, and valuation allowance on deferred income tax assets.

Cash and Cash Equivalents

Cash and Cash Equivalents – Cash and cash equivalents as of the reported period ends include 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 at this bank 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 US 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.

 

Accounting for Investments

 

The Company’s Investment in Lifted

 

The financial statements of LFTD Partners are consolidated with Lifted’s, since Lifted is a wholly owned subsidiary of LFTD Partners.

 

The Federal Hemp Restrictions (described in NOTE 1 – DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.) necessitated the calculation and recording of an impairment charge on the Lifted Goodwill (defined below) and Oculus Goodwill (defined below). Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 4 – THE COMPANY’S INVESTMENTS

The Company’s Investment in Lifted

 

The Company’s Investments in Ablis and Bendistillery

 

The Company’s investments in Ablis and Bendistillery are recorded 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. The Company owns less than 20% of the equity ownership of each of these entities and has no substantial influence over the management of the businesses. In accordance with US GAAP, the Company does not consolidate its financial statements with those of Ablis and Bendistillery.

 

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, if any.

 

The qualitative assessments at the end of first, second and third quarters are done via conference calls with the management teams of Ablis and Bendistillery. 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.

 

The Federal Hemp Restrictions necessitated the calculation and recording of an impairment of LFTD Partners’ investment in Ablis, from $399,200 to $0 as of December 31, 2025. Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 4 – THE COMPANY’S INVESTMENTS

The Company’s Investments in Ablis and Bendistillery

 

Regarding LFTD Partners investment in Bendistillery: for a number of reasons, as of December 31, 2025, LFTD Partners recorded an impairment charge on its investment in Bendistillery, reducing the carrying value of LFTD Partners’ investment in Bendistillery to $99,800. Then, due primarily to regulatory challenges faced by Bendistillery, as of June 30, 2026, LFTD Partners recorded an impairment charge on its remaining investment in Bendistillery, reducing the carrying value of its investment in Bendistillery to $0. Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 4 – THE COMPANY’S INVESTMENTS

The Company’s Investments in Ablis and Bendistillery

 

Prepaid Expenses – Prepaid expenses relate primarily to advance payments made for purchases of inventory; prepaid inventory is reclassified as inventory when the purchased items are received by the Company. Other expenses, such as 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. Due to uncertainty regarding when certain hemp-related items will be received and, for raw materials, the additional time required to convert those materials into finished goods before the applicable Federal Hemp Restrictions take effect, management recorded an allowance against hemp-related prepaid inventory as of September 30, 2026. The allowance reflects management’s estimate of amounts that may not be recoverable through the receipt, production and sale of the related products before the applicable restrictions take effect.

Accounts Receivable

 

Accounts Receivable – The Company evaluates the collectability of its trade accounts receivable based on a number of factors. Management of the Company reviews and discusses all outstanding customer trade balances as of reporting period end. 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. Management also considers industry-specific factors which may impact customers’ ability to meet their financial obligations to the Company.

 

In addition to specific customer identification of potential bad debts, management takes into consideration Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses, which is codified as Accounting Standards Codification Topic 326, adds to US GAAP the current expected credit loss model (“CECL Model”), which is a measurement model based on expected losses rather than incurred losses. Under the CECL Model, an entity recognizes its estimate of expected losses as an allowance. The Company has considered the applicable guidance in ASU 2016-13. Key aspects of the CECL Model include the following:

 

1.

The CECL Model applies to financing receivables measured at amortized cost, which includes trade accounts receivable.

2.

An entity will recognize an allowance for credit losses that results in the financial statements reflecting the net amount expected to be collected from the financial asset.

3.

The allowance represents the portion of the amortized cost basis that an entity does not expect to collect due to credit over the asset’s contractual life, considering past events, current conditions and reasonable and supportable forecasts of future economic conditions.

 

Accounting Standards Update 2025-05 (“Update”) to ASC Topic 326 is effective for periods beginning after December 15, 2025. The amendments in this Update provide a practical expedient under which an entity assumes that current conditions as of the balance sheet date do not change for the remaining life of the current trade receivables, thereby eliminating the requirement to identify, analyze, and document macroeconomic data as part of developing a reasonable and supportable forecast when estimating expected credit losses.

 

LFTD Partners elects the practical expedient, starting with its financial statements for the year ended December 31, 2025, to assume balance sheet date conditions do not change for the remaining life of current trade receivables. 

 

In performing its CECL Model Analysis, management calculates the ratio of write offs to sales made to wholesalers and distributors for the trailing three-year period (the “Bad Debt Loss Rate”). The Bad Debt Loss Rate is then multiplied by sales made to wholesalers and distributors during the trailing twelve months (the “Bad Debt Calc”). The Bad Debt Calc is compared to the total accounts receivable that is older than 90 days as of reported period end; for conservatism, whichever is larger is considered the Allowance for Doubtful Accounts as of reported period end. The Company’s position is that the Company’s conservative approach toward the treatment of Allowance for Doubtful Accounts provides sufficient coverage in relation to potential credit losses from outstanding invoice write-offs. Accounts receivable of $1,839,757, net of $2,062,481 allowance for doubtful accounts, were outstanding at September 30, 2026. In comparison, accounts receivable of $2,531,524, net of $1,269,590 allowance for doubtful accounts, were outstanding at December 31, 2025.

 

The Company records an allowance for sales for estimated future discounts and refunds related to products sold prior to the reporting period end that are expected to be credited or refunded to customers. The allowance represents management’s estimate of consideration to which the Company does not expect to be entitled and is recorded as a reduction of net sales. A sales allowance of $700,000 and $350,000 was reported as of September 30, 2026 and December 31, 2025, respectively.

 

Adjustments to the allowance for sales, whether increases or decreases, are recorded as adjustments to net sales in the Consolidated Statements of Operations, with a corresponding adjustment to the Return Liability within Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets. In periods prior to December 31, 2025, the allowance was presented as a contra accounts receivable account; however, the Company has reclassified the balance to a Return Liability to more appropriately reflect the nature of the obligation under ASC 606.

 

A primary impetus for the need of a sales allowance is because the regulatory landscape at the municipal, state and federal levels in which Lifted operates is unstable and unpredictable. Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern

 

Moreover, sometimes in the past, when employees of federal, state and local regulatory agencies and/or law enforcement have made statements and/or issue correspondence that claim or imply that certain products that Lifted sells are unsafe or illegal, or should be banned, these statements and correspondence, and industry publications and/or news media coverage of such statements and correspondence, have triggered confusion, uncertainty or alarm among the distributors, retailers and consumers who purchase our products, and consequently have resulted in returns of our products. On a case-by-case basis, the Company has credited or refunded the customer for returns. In many cases, the Company has been able to re-sell the returned products to other distributors, retailers and consumers. In anticipation of making discretionary concessions and issuing credits for certain returned products, management records a sales allowance.

 

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 shipped 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 shipped to the customer. The Company will also ship 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 ship the mistakenly ordered product back to the Company, and the Company will ship 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.

 

Impact of Delayed Customer Payments on Cash Flow – The Company’s ability to generate sufficient operating cash flow is directly affected by the timing and collectability of its accounts receivable. A significant portion of the Company’s revenue comes from wholesale and distributor sales, which often involve extended payment terms. As a result, delays in customer payments can have a material impact on cash flow, liquidity, and working capital availability. Fluctuations in cash collections can impact the Company’s ability to meet short-term obligations, fund inventory purchases, and invest in growth initiatives. Prolonged delays in accounts receivable collection could necessitate further adjustments to working capital management strategies, including modifications to vendor payment schedules, securing additional financing, or reevaluating sales terms to improve cash flow predictability. Management assesses the impact of delayed customer payments on overall liquidity and considers credit risk and allowance for doubtful accounts, in an effort to provide some safeguard against potential cash flow disruptions. However, if economic conditions deteriorate or customer creditworthiness declines further, additional measures may be required to preserve liquidity and operational stability.

 

Customer Concentration Risk – As of each September 30, 2026 and 2025, one customer represented more than 10% of gross accounts receivable.

Inventory

Inventory – Inventory is stated at the lower of cost and net realizable value. Cost of raw materials is determined using an average-cost method. Cost of finished goods is determined using bill-of-material calculations that include raw material and labor costs, together with allocated manufacturing overhead. Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The determination of net realizable value requires significant judgment and is based on information available at the measurement date, expected business plans and market conditions, including anticipated shrinkage, inventory age, future demand, expected selling prices, and the regulatory environment and related challenges affecting the industries in which the Company operates.

 

As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. Inventory consisted of the following at September 30, 2026 and December 31, 2025:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Raw Goods

 

$4,061,828

 

 

$5,906,501

 

Finished Goods

 

 

3,364,773

 

 

 

5,051,322

 

Inventory Allowance

 

 

(5,062,613)

 

 

-

 

Total Inventory

 

$2,363,988

 

 

$10,957,823

 

 

Certain overhead costs, including facility leases, utilities, insurance, indirect labor and depreciation on certain machinery and equipment, are allocated to finished goods based on the estimated percentage cost toward the finished goods. Finished goods inventory included allocated overhead costs of $299,866 and $373,269 as of September 30, 2026 and December 31, 2025, respectively.

 

Inventory Allowance

 

The Company records an inventory allowance when the carrying value of inventory exceeds its estimated net realizable value. In determining the appropriate allowance, management considers, among other factors, historical and current sales, months’ supply of inventory, expected customer demand, expected production needs, historical raw material usage, inventory aging and expiration dates, obsolescence, expected selling prices, and regulatory developments affecting the Company’s products.

 

As of September 30, 2026, Lifted’s total inventory allowance was $5,062,613, consisting of $4,991,182 related to hemp-derived or hemp-related inventory and $71,431 related to other inventory. No inventory reserve was recorded against Lifted’s hemp-derived inventory as of December 31, 2025 because, based on the information then available, management believed that recording such a reserve would have been premature.

 

Regarding Lifted’s hemp-derived inventory, federal legislation enacted in November 2025 will cause many intoxicating hemp-derived products to no longer qualify as hemp and instead be treated as marijuana under federal law. Subsequent legislation postponed, until December 11, 2026, the application of certain restrictions, including new THC limits and restrictions on products containing cannabinoids that can naturally be produced by the cannabis plant but were synthesized or manufactured outside the plant. However, restrictions on products containing cannabinoids that cannot naturally be produced by the cannabis plant remain scheduled to take effect on November 12, 2026. Numerous states also restrict or prohibit sales of intoxicating hemp-derived products. Management considered these regulatory developments, together with expected demand, historical sales and usage, expected production needs, inventory aging and expiration dates, and other relevant factors, in determining the reserve recorded against Lifted’s hemp-derived inventory as of September 30, 2026. The Company cannot predict whether the federal restrictions will take effect as scheduled or will be delayed, modified or repealed, or what demand for hemp-derived products will be during the fourth quarter of 2026.

 

Regarding Lifted’s kratom-derived inventory, regulatory developments affecting 7-hydroxymitragynine and related kratom-derived products caused the Company to record an inventory allowance of $341,014 as of March 31, 2026 and to increase the allowance to a $1,434,458 inventory reserve as of June 30, 2026. In July 2026, Lifted ceased all sales of 7-OH, relinquished all ownership, possession and control of its remaining 7-OH inventory to a third party, and wrote off that inventory against the previously recorded inventory allowance. Accordingly, as of September 30, 2026, Lifted held no 7-OH inventory and no related inventory reserve remained. For more information, reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

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

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern

Cost of Goods Sold

Cost of Goods Sold – Cost of goods sold primarily consists of the costs of raw goods utilized in the manufacture of products, direct labor, co-packing fees, freight and shipping charges, and certain quality control costs, such as lab testing costs.

 

Spoiled and obsolete inventory that is written off is a component of cost of goods sold. During the quarter ended September 30, 2026, $2,060,328 of obsolete and spoiled inventory was written off. During the quarter ended September 30, 2025, the Company recognized a net benefit of $11,826 related to the write off of obsolete and spoiled inventory as a result of the reversal of a write off of $185,781 of certain packaging in the second quarter of 2025; the second quarter 2025 write off was reversed in the third quarter of 2025 because the packaging was expected to be used in production. During the nine months ended September 30, 2026, and 2025, $2,356,706 and $769,104 of obsolete and spoiled inventory was written off, respectively.

 

The process of determining obsolete or spoiled inventory involves: 

 

 

1)

Identifying raw goods that would no longer be used in the manufacture of finished goods;

 

2)

Identifying expired and unusable raw goods;

 

3)

Identifying finished goods that would no longer be sold or that are slow moving;

 

4)

Identifying finished goods that are expired or that will expire within a month after reported period end; and

 

5)

Valuing and expensing raw and finished goods that would no longer be sold.

 

Inventory reserve expense is a component of cost of goods sold. During the three months ended September 30, 2026, inventory reserve activity resulted in a net credit to cost of goods sold of $1,279,897. During the three months ended September 30, 2025, there was no inventory reserve activity. During the nine months ended September 30, 2026 and 2025, $5,316,198 and $0 of inventory reserve expense was reported, respectively.

 

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Inventory

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern

Fixed Assets

Fixed Assets – Fixed assets (property and equipment) are stated at cost. Fixed assets costing less than $2,500 are expensed as incurred, while fixed assets costing $2,500 or more are capitalized. Depreciation of machinery and equipment, furniture and fixtures, building improvements, leasehold improvements, computer equipment, vehicles and trade show booths is calculated using the straight-line method over the assets’ estimated useful lives. Prior to its classification as held for sale on June 16, 2026, Lifted’s former main operations building located at 5511 95th Avenue, Kenosha, Wisconsin (the “5511 Building”) was depreciated on the same basis. Depreciation of the 5511 Building ceased upon its classification as held for sale, and the building was sold on September 29, 2026. Normal repairs and maintenance are expensed as incurred, while expenditures that materially increase an asset’s value or extend its useful life are capitalized. Upon disposition of an asset, its cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized 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 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. Fair value is determined using valuation techniques appropriate under the circumstances and consistent with ASC 820. Estimates of future cash flows and fair value involve significant management judgment and are based on information available at the time the estimates are made.

 

During the first quarter of 2026, management performed an ASC 360 recoverability test of Lifted’s hemp-specific fixed assets by comparing their carrying amount as of March 31, 2026 to projected undiscounted cash flows through mid-November 2026. The cash flow projection was based on first-quarter 2026 results annualized through mid-November and assumed that Lifted’s hemp-derived product sales would cease beginning November 12, 2026, which was the scheduled effective date of the Federal Hemp Restrictions at the time of the analysis. The projected undiscounted cash flows were less than the carrying amount of the hemp-specific fixed assets. At the time of the analysis, management could not predict whether the Federal Hemp Restrictions would take effect as scheduled or would be delayed, modified or repealed, the level of future demand for hemp-derived products, or the proceeds that might be realized from a sale of the affected assets. Given these uncertainties, management recorded an impairment charge equal to 50% of the net book value of the hemp-specific fixed assets, or $143,421, as of March 31, 2026.

 

During the second quarter of 2026, management performed an updated ASC 360 recoverability test of Lifted’s hemp-specific fixed assets using information available as of June 30, 2026. The cash flow projection was based on results for the six months ended June 30, 2026 annualized through mid-November and assumed that Lifted’s hemp-derived product sales would cease beginning November 12, 2026, which was the scheduled effective date of the Federal Hemp Restrictions at the time of the analysis. The projected undiscounted cash flows were less than the carrying amount of the hemp-specific fixed assets. Based on the updated analysis, the Company fully impaired certain hemp-specific fixed assets and recognized an additional impairment charge of $64,628 during the second quarter of 2026. Following this charge, a pre-roll machine (the “Pre-Roll Machine”) with a carrying amount of approximately $59,266 was the only hemp-specific fixed asset with a remaining positive carrying amount. The cumulative impairment recognized on hemp-specific fixed assets was $208,049 as of June 30, 2026.

 

On September 2, 2026, H.R. 6500 was enacted as Public Law 119-103, postponing until December 11, 2026 certain Federal Hemp Restrictions, including new THC limits and restrictions on intermediate and final hemp-derived cannabinoid products containing cannabinoids that can naturally be produced by the cannabis plant but were synthesized or manufactured outside the plant. Restrictions on products containing cannabinoids that cannot naturally be produced by the cannabis plant remain scheduled to take effect on November 12, 2026.

 

As of September 30, 2026, after giving effect to the impairment charges recognized during the first and second quarters of 2026 and depreciation recorded during the third quarter, the Pre-Roll Machine, with a carrying amount of approximately $51,535, was the only hemp-specific fixed asset with a remaining positive carrying amount. Management estimated that the machine could be sold for an amount exceeding its carrying amount. Accordingly, the Company did not recognize an additional impairment charge during the third quarter of 2026.

 

The Company may be required to record additional impairment charges on its hemp-specific fixed assets, and any efforts to sell such assets may result in significant losses due to limited demand or substantial price discounts. Reference is hereby made to the disclosures in the following sections, which are hereby incorporated by reference thereto:

 

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

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern

Assets Held for Sale

Assets Held for Sale – The Company classifies a long-lived asset or disposal group as held for sale in the period in which all applicable criteria under ASC 360 are met. Assets classified as held for sale are presented separately from property and equipment and measured at the lower of their carrying amount or fair value less cost to sell. Depreciation ceases upon classification as held for sale. Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 6 - ASSETS HELD FOR SALE

Revenue

Revenue – The Company recognizes revenue in accordance with ASC 606. The majority of the Company’s sales are of branded products to distributors, followed by the Company’s sales to wholesalers, and then the Company’s sales to end consumers. A minority of the Company’s sales are of raw goods to manufacturers, distributors and wholesalers. Distributors primarily sell Lifted’s products to vape and smoke shops, stores specializing in hemp-derived products, convenience stores, health food stores, and other outlets. Lifted extends terms selectively to certain distributors and wholesalers. End consumers do not have payment terms and pay at the time of purchase. During the three months ended September 30, 2026, no customer accounted for more than 10% of the Company’s revenue. One customer accounted for more than 10% of the Company’s revenue during each of the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025. 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 provided to customers are recorded as a reduction to gross sales. Reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern

License Fee

License Fee – On June 1, 2023, Lifted and Extrax NM LLC (“ENM”) entered into an Agreement (the “ENM Agreement”). Pursuant to the ENM Agreement, (1) Lifted will sell certain devices/objects to ENM, and Lifted will loan certain amounts to ENM, and (2) ENM will manufacture and exclusively sell Urb-branded marijuana products to licensed marijuana dispensaries located in New Mexico. ENM shall pay over to Lifted one-half of the gross sales proceeds, excluding only governmentally-imposed taxes, received by ENM from product sales, which payments shall be allocated and applied as follows: firstly, to repay Lifted for its loans to ENM; secondly, to pay to Lifted mutually agreed upon amounts for said devices/objects sold by Lifted to ENM; and thirdly, to pay to Lifted a license fee (the “License Fee”). The License Fee shall be calculated as an amount equal to (a) one-half of the gross sales proceeds paid to Lifted, minus (b) the loan repayment(s) and the amounts paid for said devices/objects sold by Lifted to ENM. License Fee is included in Net Sales, if any.

 

The ENM Agreement is for an Initial Term of 60 months, provided that if the aggregate product sales during the Initial Term are $10,000,000 or more, then the term of the ENM agreement will automatically renew for a Renewal Term of 60 months (and similarly in regard to Renewal Terms).

 

Lifted and ENM each shall have the right to terminate the ENM Agreement in specified circumstances, including in the event that its CEO determines in good faith, and provides evidence to other party proving, that the business being conducted pursuant to the terms and conditions of the ENM Agreement is no longer profitable for such company.

 

In July 2025, the Parties agreed:

 

 

a)

That Extrax would not remit 50% of its monthly gross revenue to Lifted, starting with April 2025;

 

b)

Lifted would not make any more loans to Extrax; and

 

c)

For any future purchase of inventory from Lifted, Extrax would pay Lifted in full upon receipt of an invoice from Lifted (“July Agreement”)

 

Then, as of September 30, 2025, Lifted and ENM signed an Agreement pursuant to which ENM has acknowledged that it owes Lifted a total $421,835 in loans, and is obligated to pay Lifted a total of $102,686 in invoices; provided that the Agreement acknowledges that the repayment dates for those loans and invoices are uncertain, and that Lifted and ENM intend to restructure their deal no later than December 31, 2025, in a writing to be mutually agreed upon by Bobby Hallock on behalf of ENM and by Nicholas S. Warrender (“NWarrender”) on behalf of Lifted, so that, among other things, such loans and invoices are to be repaid by Extrax to Lifted over time using just Lifted’s share of the free cash flow generated by ENM’s operations under such restructured deal.

 

Because no restructuring of the deal occurred by December 31, 2025, and because the loans receivable from ENM are subject to allowance considerations under ASC 326, the Company determined that an allowance against the outstanding loans (“Provision for Credit Losses – Extrax NM Loans”) was necessary as of December 31, 2025. As such, as of December 31, 2025, the loans receivable from ENM (a non-current asset) total $421,835, and a Provision for Credit Losses – Extrax NM Loans for the same amount is recorded. The loans are non-interest bearing.

 

No License Fee was reported during the nine months ended September 30, 2026 or 2025.

 

ENM also owed Lifted a total of $105,244 and $102,686 of invoices as of September 30, 2026 and December 31, 2025, respectively. There is an allowance recorded against the $102,686 of receivable invoices as of September 30, 2026 and December 31, 2025, respectively, because they were all older than 90 days, and the Company’s policy is to record an allowance for doubtful accounts for accounts receivable older than 90 days.

 

Segment Disclosures

 

The financial statements of LFTD Partners are consolidated with Lifted’s, since Lifted is a wholly owned subsidiary of LFTD Partners. 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. 

 

Pursuant to ASC 280-10-50-1: “an operating segment is a component of a public entity that has all of the following characteristics: 

 

 

a.

It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

 

b.

Its operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance.

 

c.

Its discrete financial information is available.”

 

Based on the similarities and shared resources of our production and related product portfolio, the Company views its operations and manages its business as one operating and one reporting segment. The Company’s CODM is NWarrender. Due to the rapidly evolving nature of the Company’s industry, NWarrender leads the Company’s efforts to launch new products to stay ahead of trends, find new sales channels, and modify sales strategies. Consumer demands, changes to regulations, proposed legislation, regulatory developments, resource needs for Lifted’s various brands, new product and diversification opportunities are some of the factors that are considered by NWarrender when determining how to allocate the Company’s resources for operations and business development.

 

The primary financial metrics reviewed by the CODM are revenue, cash, accounts receivable, inventory, cost of goods sold and operating expenses, as presented in the consolidated financial statements. Other segment items include interest income and expense, debt-related expenses, gains on fixed assets, and income tax benefit or provision, as presented in the consolidated statement of operations; these items are included in arriving at total segment net income/(loss) but are not the primary measures the CODM uses to evaluate operations or allocate resources. Since the Company has only one reportable segment, the segment amounts agree to the corresponding consolidated financial statement amounts.

 

Shown below are tables showing the approximate disaggregation of historical revenue:

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenue Category

 

2026

 

 

 

 

2025

 

 

 

 

2026

 

 

 

 

2025

 

 

 

Net sales of raw materials to customers

 

$42,791

 

 

 

1%

 

$67,644

 

 

 

1%

 

$368,936

 

 

 

2%

 

$209,180

 

 

 

1%
Net sales of products to private label clients

 

 

380,929

 

 

 

8%

 

 

388,916

 

 

 

4%

 

 

1,528,944

 

 

 

7%

 

 

879,042

 

 

 

3%
Net sales of products to wholesalers

 

 

530,870

 

 

 

11%

 

 

1,131,999

 

 

 

12%

 

 

2,619,621

 

 

 

12%

 

 

4,425,808

 

 

 

16%
Net sales of products to distributors

 

 

3,051,710

 

 

 

63%

 

 

6,431,051

 

 

 

71%

 

 

14,937,289

 

 

 

66%

 

 

19,850,408

 

 

 

70%
Net sales of products to end consumers

 

 

802,512

 

 

 

17%

 

 

1,037,132

 

 

 

11%

 

 

3,217,421

 

 

 

14%

 

 

3,141,490

 

 

 

11%

Net Revenue

 

$4,808,812

 

 

 

100%

 

$9,056,742

 

 

 

100%

 

$22,672,212

 

 

 

100%

 

$28,505,928

 

 

 

100%

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Product Type

 

2026

 

 

 

 

2025

 

 

 

 

2026

 

 

 

 

2025

 

 

 

Beverage

 

$163,945

 

 

 

3%

 

$-

 

 

 

0%

 

$489,601

 

 

 

2%

 

$-

 

 

 

0%

Vapes

 

 

637,552

 

 

 

13%

 

 

986,450

 

 

 

11%

 

 

1,872,694

 

 

 

8%

 

 

4,230,929

 

 

 

15%

Edibles

 

 

3,698,829

 

 

 

77%

 

 

7,549,197

 

 

 

83%

 

 

19,186,189

 

 

 

85%

 

 

22,395,667

 

 

 

79%

Flower

 

 

133,424

 

 

 

3%

 

 

275,139

 

 

 

3%

 

 

640,970

 

 

 

3%

 

 

831,386

 

 

 

3%

Cartridges

 

 

108,839

 

 

 

2%

 

 

240,525

 

 

 

3%

 

 

399,403

 

 

 

2%

 

 

1,007,001

 

 

 

4%

Other

 

 

66,223

 

 

 

1%

 

 

5,430

 

 

 

0%

 

 

83,356

 

 

 

0%

 

 

40,944

 

 

 

0%

Net Sales

 

$4,808,812

 

 

 

100%

 

$9,056,742

 

 

 

100%

 

$22,672,212

 

 

 

100%

 

$28,505,928

 

 

 

100%

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Hemp vs Non-Hemp Product Sales

 

2026

 

 

 

 

2025

 

 

 

 

2026

 

 

 

 

2025

 

 

 

Hemp products

 

$2,919,323

 

 

 

61%

 

$4,292,084

 

 

 

47%

 

$11,645,133

 

 

 

51%

 

$14,399,535

 

 

 

51%

Non-hemp products

 

 

1,889,489

 

 

 

39%

 

 

4,764,658

 

 

 

53%

 

 

11,027,079

 

 

 

49%

 

 

14,106,393

 

 

 

49%

Net Sales

 

$4,808,812

 

 

 

100%

 

$9,056,742

 

 

 

100%

 

$22,672,212

 

 

 

100%

 

$28,505,928

 

 

 

100%

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Geographic Market

 

2026

 

 

 

 

2025

 

 

 

 

2026

 

 

 

 

2025

 

 

 

United States

 

$4,808,812

 

 

 

100%

 

$9,054,889

 

 

 

100%

 

$22,672,212

 

 

 

100%

 

$28,504,075

 

 

 

100%

International

 

 

-

 

 

 

0%

 

 

1,853

 

 

 

0%

 

$-

 

 

 

0%

 

 

1,853

 

 

 

0%

Net Sales

 

$4,808,812

 

 

 

100%

 

$9,056,742

 

 

 

100%

 

$22,672,212

 

 

 

100%

 

$28,505,928

 

 

 

100%
Deferred Revenue

Deferred Revenue – Deferred revenue consists of amounts received or invoiced for product orders before shipment and unrecognized compensation related to certain other services. For product sales, amounts received before shipment are recorded as deferred revenue. If payment has not been received, the Company records an accounts receivable for the invoiced amount but does not recognize revenue until the order is fully shipped. Compensation related to other services is recognized as revenue when earned under the applicable contractual arrangements. Any such compensation that has not yet been earned is recorded as deferred revenue.

 

At September 30, 2026, total deferred revenue was $493,155, consisting of $476,060 related to unfulfilled product orders, and $17,094 of unearned compensation related to certain other services. All deferred revenue as of September 30, 2026 is expected to be recognized as revenue in 2026. At December 31, 2025, total deferred revenue was $1,380,049, all of which related to unfulfilled product orders, and was recognized as revenue in the first quarter of 2026. Deposits from customers on unfulfilled product orders totaled $61,241 and $393,501 as of September 30, 2026 and December 31, 2025, respectively.

 

The decrease in deferred revenue from December 31, 2025 to September 30, 2026 was primarily attributable to the fulfillment of orders that were unfulfilled at December 31, 2025 and recognition of the related revenue during the nine months ended September 30, 2026, partially offset by new orders and other amounts for which the applicable revenue recognition criteria had not been satisfied as of September 30, 2026.

Earnings/(Loss) Per Common Share Attributable to Common Stockholders

 

Earnings/(Loss) Per Common Share Attributable to Common Stockholders – Basic earnings/(loss) per common share attributable to common stockholders is calculated by dividing net income/(loss), less accrued preferred stock dividends, by the weighted-average number of common shares outstanding during the period. Diluted earnings/(loss) per common share attributable to common stockholders is calculated by dividing net income/(loss), less accrued preferred stock dividends, 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, convertible preferred stock and any issuable Deferred Contingent Stock are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings/(loss) per common share for the three and nine months ended September 30, 2026 and 2025:

 

 

 

For the Three Months Ended

 

 

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

 

 

2026

 

 

2025

 

Net Income/(Loss)

 

$(3,339,449)

 

$634,257

 

 

Net Income/(Loss)

 

$(8,937,688)

 

$62,265

 

Less: Accrued Preferred Stock Dividends

 

 

(3,403)

 

 

(3,403)

 

Less: Accrued Preferred Stock Dividends

 

 

(10,097)

 

 

(10,099)

Net Income/(Loss) Attributable to Common Stockholders

 

$(3,342,852)

 

$630,854

 

 

Net Income/(Loss) Attributable to Common Stockholders

 

$(8,947,785)

 

$52,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

14,822,678

 

 

 

14,822,678

 

 

Basic

 

 

14,822,678

 

 

 

14,822,678

 

Diluted

 

 

14,822,678

 

 

 

14,964,678

 

 

Diluted

 

 

14,822,678

 

 

 

14,964,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings/(Loss) Per Common Share Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

Earnings/(Loss) Per Common Share Attributable to Common Stockholders

 

 

 

 

 

 

 

 

Basic

 

$(0.23)

 

$0.04

 

 

Basic

 

$(0.60)

 

$0.00

 

Diluted

 

$(0.23)

 

$0.04

 

 

Diluted

 

$(0.60)

 

$0.00

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements – In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments establish a probable-to-complete recognition threshold for capitalizing internal-use software costs, incorporate website-development-cost guidance into Subtopic 350-40, and supersede Subtopic 350-50. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company early adopted ASU 2025-06 effective January 1, 2026 using the prospective transition method. Accordingly, the amended guidance is applied to new software and website-development costs incurred on or after January 1, 2026, including costs associated with projects in progress on that date. The adoption did not result in an adjustment to beginning retained earnings or any change to amounts recognized in the Company’s consolidated financial statements.

 

On December 14, 2023, the FASB issued a final standard on improvements to income tax disclosures, ASU 2023-09, Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. For public business entities, the new requirements became effective for annual periods beginning after December 15, 2024, and as such the guidance was adopted by the Company in its 2025 year-end financial statements.

 

In addition, in November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact, if any, that the updated standard will have on the consolidated financial statements.

 

In July 2025, the FASB issued Accounting Standards Update 2025-05 to Financial Instruments – Credit Losses (Topic 326) (“Update”). The amendments in this Update provide a practical expedient under which an entity assumes that current conditions as of the balance sheet date do not change for the remaining life of the current trade receivables, thereby eliminating the requirement to identify, analyze, and document macroeconomic data as part of developing a reasonable and supportable forecast when estimating expected credit losses. LFTD Partners elected the practical expedient, starting with its financial statements for the year ended December 31, 2025, to assume balance sheet date conditions do not change for the remaining life of current trade receivables. 

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. These reclassifications had no effect on previously reported net income/(loss), total assets, total liabilities, or stockholders’ equity.

Business Combinations

Business Combinations – 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.

Accounting for Goodwill

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

 

Goodwill is not amortized. Goodwill is tested at least annually for impairment at the report unit level. 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.

 

Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. However, an entity shall consider the related income tax effect from any tax deductible goodwill, if applicable, when measuring the goodwill impairment loss.

 

An entity may first assess qualitative factors, to determine whether it is necessary to perform the quantitative goodwill impairment test. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).

 

An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

 

An entity has an unconditional option to bypass the qualitative assessment described in the preceding paragraph for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period.

 

In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity shall assess relevant events and circumstances. Examples of such events and circumstances include the following:

 

 

a.

Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;

 

b.

Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development;

 

c.

Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

 

d.

Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;

 

e.

Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;

 

f.

Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing of all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and

 

g.

If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers).

 

If, after assessing the totality of events or circumstances such as those described in the preceding paragraph, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

 

If, after assessing the totality of events or circumstances such as those described previously, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity shall perform the quantitative goodwill impairment test.

 

The examples included above are not all-inclusive, and an entity shall consider other relevant events and circumstances that affect the fair value or carrying amount of a reporting unit in determining whether to perform the quantitative goodwill impairment test. An entity shall consider the extent to which each of the adverse events and circumstances identified could affect the comparison of a reporting unit’s fair value with its carrying amount. An entity should place more weight on the events and circumstances that most affect a reporting unit’s fair value or the carrying amount of its net assets. An entity also should consider positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity has a recent fair value calculation for a reporting unit, it also should include as a factor in its consideration the difference between the fair value and the carrying amount in reaching its conclusion about whether to perform the quantitative goodwill impairment test. 

 

An entity shall evaluate, on the basis of the weight of evidence, the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. None of the individual examples of events and circumstances included above are intended to represent standalone events or circumstances that necessarily require an entity to perform the quantitative goodwill impairment test. Also, the existence of positive and mitigating events and circumstances is not intended to represent a rebuttable presumption that an entity should not perform the quantitative goodwill impairment test.

 

The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. In estimating the fair value of a reporting unit, a valuation technique based on multiples of earnings or revenue or a similar performance measure may be used if that technique is consistent with the objective of measuring fair value. Use of multiples of earnings or revenue in determining the fair value of a reporting unit may be appropriate, for example, when the fair value of an entity that has comparable operations and economic characteristics is observable and the relevant multiples of the comparable entity are known. Conversely, use of multiples would not be appropriate in situations in which the operations or activities of an entity for which the multiples are known are not of a comparable nature, scope, or size as the reporting unit for which fair value is being estimated.

 

If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, an entity shall consider the income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit, if applicable, when measuring the goodwill impairment loss. 

 

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.

 

Goodwill impairment charges on the Lifted Goodwill (defined below) and Oculus Goodwill (defined below) were recorded as of December 31, 2025; reference is hereby made to the disclosures in the following section, which are hereby incorporated by reference thereto:

 

NOTE 3 - RISKS AND UNCERTAINTIES

Going Concern