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 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2024

 Commission File Number: 000-51230

 LFTD PARTNERS INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 87-0479286

 (State of jurisdiction of Incorporation)

 (I.R.S. Employer Identification No.)

 14155 Pine Island Drive, Jacksonville, Florida

 32224

 (Address of principal executive offices)

 (Zip Code)

 ( 847) 915-2446
 (Registrants telephone number, including area code)

 Securities registered under Section 12(g) of the Exchange Act:

 Common Stock, $0.001 par value per share
 (Title of Class)

 LIFD
 Trading Symbol

 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the Registrant (1) has 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months. 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive o cers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $ 3,625,414. The voting stock held by non-affiliates on that date consisted of 6,250,713 shares of common stock.

 As of March 31, 2025, there were 14,822,678 shares of the registrant's common stock outstanding.

 The exhibit index as required by Item 601(a) of Regulation S-K is included in Item 15 of Part IV of this report on Form 10-K.

 Documents Incorporated by Reference: None

 LFTD Partners Inc.
 Annual Report on Form 10-K
 For the Fiscal Year Ended December 31, 2024

 Page

 Use of Names

 Currency

 Cautionary Note Regarding Forward-Looking Statements

 Summary of Risk Factors

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative And Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Index to the Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)

 Consolidated Financial Statements and Notes

 Exhibits

 Signatures

 Use of Names

 In this Annual Report on Form 10-K, unless the context otherwise requires, the terms "we," "us," "our," "Company," "Corporation" or "LFTD Partners" refer to LFTD Partners Inc. together with its wholly owned subsidiary Lifted Liquids, Inc d/b/a Lifted Made ("Lifted") and d/b/a Urb Finest Flowers ("Urb").

 Currency

 Unless otherwise indicated, all references to "$" in this document refer to United States dollars.

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form 10-K 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 Annual Report on Form 10-K, including statements regarding the Company's future financial position, planned acquisitions, performance, operations, business strategy, budgets, projected costs, capital spending, sources of liquidity and financing sources, 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 herein. These risks and uncertainties include the "Risk Factors" included in this Annual Report on Form 10-K and in our other U.S. Securities and Exchange Commission ("SEC") public filings, which can be read at www.sec.gov. Therefore, these forward-looking statements are not guarantees or promises of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. As a result, our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements.

 Any or all of the forward-looking statements in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

 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 this Annual Report on Form 10-K. 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. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this document, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. We undertake no obligation to further update any such statement, or the risk factors described in Item 1A. under the heading "Risk Factors," to reflect new information, the occurrence of future events or circumstances or otherwise. None of the statements contained herein have been approved by the Food and Drug Administration, and none of the products manufactured or sold by the Company are intended to diagnose, treat, cure or prevent any disease.

 SUMMARY OF RISK FACTORS

 Significant Financial Obligations and Acute Regulatory Risks

 LFTD Partners Inc. has a history of recurring losses, which has resulted in an accumulated deficit of $3,967,708 as of December 31, 2024. The Company currently is making significant payments of interest and principal on its loans from Surety Bank, and is accruing and paying dividends on outstanding Series A Preferred Stock and Series B Preferred Stock at the rate of 3% per year, among other ongoing financial obligations. As extensively discussed in this document, the Company is 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.

 The legal and regulatory risks facing Lifted's business are particularly acute at this point in time, in at least three respects:

 (1) An official of the federal Drug Enforcement Administration (the "DEA") made a presentation at a conference in Houston in April 2023, in which that official reportedly stated that the DEA plans to issue a new rule that would have the effect of classifying certain hemp-derived cannabinoids as controlled substances. If such a new rule were to be issued and become legally binding upon Lifted, it could have a material adverse effect upon over 90% of Lifted's business and upon the trading price of the Company's common stock. As of the date of this Annual Report on Form 10-K, we are not aware of any draft DEA rule that would materially affect Lifted's business;

 (2) A new or amended federal "Farm Bill" is expected to be passed by Congress and signed by the President sometime during 2025. If such a new or amended federal "Farm Bill" were to eliminate or limit the legality of hemp and hemp-derivatives, it could have a material adverse effect upon over 90% of Lifted's business and upon the trading price of the Company's common stock; and

 (3) Numerous states have enacted, or are considering enacting, laws that would prohibit or seriously regulate sales of the Company's products in those states. In particular, on December 6, 2023, Wisconsin's Governor signed a new law that requires that an electronic vaping device be listed on the state's electronic vaping device directory or it is illegal to sell or offer such device for sale in Wisconsin. In order for an electronic vaping device to become listed on such electronic vaping device directory, its manufacturer must certify that such electronic vaping device meets certain criteria. Selling electronic vaping devices in Wisconsin in violation of this new law carries significant penalties, beginning on September 1, 2025. There can be no guarantee or assurance that Lifted will be successful in adding its electronic vaping devices to Wisconsin's electronic vaping device directory, or will find a route to exempt its electronic vaping devices from this new law. Since the sale of electronic vaping devices constitutes the largest category of product sales for Lifted, any inability of Lifted to sell electronic vaping devices in accordance with the new Wisconsin law could have a significant, direct impact on the Company's revenue, net income and earnings per share, or could require Lifted to take extraordinary steps such as moving its vape manufacturing and selling outside of Wisconsin in an attempt to avoid the impacts of this new Wisconsin law. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Additional Significant Risk Factors

 In addition to the Significant Financial Obligations and Acute Regulatory Risks described above, LFTD Partners is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in LFTD Partners. This Summary of Risk Factors does not address all of the risks that we face. Additional discussion of the risks summarized in this Summary of Risk Factors, and other risks that we face, may be found below in Item 1A. Risk Factors and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making a decision to invest in our Company. The principal factors (in addition to the Significant Financial Obligations and Acute Regulatory Risks described above) that make an investment in LFTD Partners speculative or risky include the following, among others:

 (1) The Company's stock is not traded on a national stock exchange and as a result a stockholder's ability to sell shares of stock owned by a stockholder could be limited. The visibility and trading volume of our common stock are low, and any material increase in such visibility and trading volume is likely dependent upon our ability to list our common stock on a recognized stock exchange, but our ability to satisfy the listing requirements for a recognized stock exchange cannot be guaranteed or assured. A continued inability to satisfy the listing requirements for a recognized stock exchange could materially adversely affect the visibility, trading volume, and trading price of our common stock.

 (2) The delay in Lifted's receipt of payments from certain customers – primarily distributors – have increasingly become an issue for Lifted. Certain customers have become slower to pay Lifted for purchased product ("Slow Paying Customers"), and the Slow Paying Customers disregard payment terms. Management speculates that some Slow Paying Customers may be slow-paying Lifted because of their own sales collection issues, which may in part be caused by the regulatory uncertainty over our industry. As described below in the Accounts Receivable section under NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, the Company has an accounting protocol which effectively causes the Company to recognize an allowance for doubtful accounts for all invoices older than 90 days. Consequently, the delay in Lifted's receipt of payments from certain customers has a direct impact on the Company's net receivables, net income, and earnings per share. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (3) Write offs of inventory continue to be significant for Lifted. Because consumers' demands change very quickly, Lifted may find it necessary to write off certain raw goods because they will no longer be used in production. Or, if consumers are no longer interested in certain products, and the finished goods are slow-moving, those finished goods are written off. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (4) The Company is currently involved in developing, manufacturing and selling a wide variety of branded products containing hemp-derived cannabinoids and psychoactive substances. All of these products are, or may become, subject to significant government laws and regulations, enforcement of which could be a threat to the survival of our Company. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (5) The market for the products we sell is a fairly new and developing market that is subject to significant disruptions as it develops, including entry of large competitors in the space. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (6) The Company is controlled by a small number of people who are important to the business. The loss of any of these people could have a detrimental effect on our Company. Such a small number of people also can skew the direction of the Company in a manner in which stockholders do not agree. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (7) Due to the fact that we sell consumer products and in particular due to the nature of the products, the Company could be subject to product liability lawsuits, including class action lawsuits. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (8) We face intense competition and we are dependent on the popularity and of consumer acceptance of our branded products. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 (9) We may face unfavorable publicity or consumer perception. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (10) Lifted may lose profits or become subject to liability arising from any breach of contract or fraudulent or illegal activity by our suppliers, testing labs, employees, independent contractors, consultants and others. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (11) We are involved, both as a plaintiff and as a defendant, in several lawsuits, and more lawsuits are likely in the future. We have been spending, and expect in the future to continue to spend, significant management time and effort, and significant legal fees and expenses, on these lawsuits. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 (12) We are subject to the risk that the U.S. Internal Revenue Service may claim that some of our hemp-derived cannabinoid products are federally illegal. And, if we enter the marijuana industry, under current law marijuana products are federally illegal. The costs of selling federally illegal products cannot be deducted as expenses under U.S. Internal Revenue Code Section 280E, which could significantly increase our federal tax liabilities, both for prior years and for future years. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 ITEM 1. BUSINESS

 Description of the Business of LFTD Partners Inc.

 LFTD Partners Inc., Jacksonville, Florida, was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company's common stock are listed for trading on the OTCQB Venture Market under the symbol "LIFD".

 LFTD Partners is the parent corporation of Lifted Liquids, Inc. d/b/a Lifted Made and d/b/a Urb Finest Flowers ( www.urb.shop), Kenosha, Wisconsin ("Lifted Made" or "Lifted"), which manufactures and sells hemp-derived and other psychoactive products under its award-winning Urb Finest Flowers ("Urb") brand, hemp-free health and wellness gummies under its Mielos brand ( www.mielos.com), and hemp-free energy gummies under its Rebel Energy Gummy brand ( www. RebelEnergyGummy.com). Lifted Made is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. ( www. DiamondSupplyCo.com), and Cali Sweets hemp-derived products, and is the exclusive manufacturer and seller in the USA of hemp-derived products for a subsidiary of a large, publicly traded US marijuana company. LFTD Partners Inc. also owns 4.99% of hemp-derived beverage and products maker Ablis ( www. Ablis.shop), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits ( www. CraterLakeSpirits.com) and Bend Spirits, Inc., all located in Bend, OR.

 At the present time, we are primarily interested in acquiring companies that are involved in the marijuana and/or hemp industries (a "Cannabis Company"). Management of the Company is also open-minded to the concept of diversification, by potentially acquiring all or a portion of one or more operating businesses and/or assets that have less regulatory risk than a Cannabis Company.

 Prior to becoming involved in the development, manufacture and/or sale or re-sale of branded, hemp-derived and other psychoactive products, health and wellness products, energy gummies, and nicotine products, through our subsidiary Lifted, we were involved in acquiring, operating and then selling businesses involved in the defense sector. 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.

 Lifted

 Background

 On February 24, 2020, we acquired 100% of the ownership interests in Lifted. Lifted was originally incorporated in the state of Wisconsin on September 19, 2014, and was created with a passion to build a culture-based organization focused upon quality products and a healthier lifestyle.

 Lifted primarily manufactures and sells hemp-derived and psychoactive products under its award-winning Urb brand, and sells its products both via distributors and online through its website: www.urb.shop. Products currently sold by Lifted under its Urb brand include, for example: vapes and cartridges, gummies, joints and blunts.

 In the latter half of the second quarter of 2024, Lifted launched Mielos, a new brand of health and wellness products that do not contain hemp derivatives.

 In the third quarter of 2024, Lifted launched a new brand called Rebel Energy Gummy, which does not contain hemp-derivatives.

 Lifted is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. (www. DiamondSupplyCo.com) and Cali Sweets hemp-derived products. Lifted is also the exclusive manufacturer and seller in the USA of hemp-derived products for a subsidiary of a large, publicly traded US marijuana company. Lifted also manufactures and sells similar hemp-derived products to private label clients.

 Government Laws and Regulations

 Lifted primarily sells products containing psychoactive hemp-derived cannabinoids, or other ingredients. The majority of Lifted's products contain hemp-derived cannabinoids (such as delta-8-THC and delta-9-THC). Lifted also sells other psychoactive and consumable products, including nicotine products. Lifted is attempting to only conduct business to the extent permitted under applicable laws and regulations.

 The manufacture and/or sale of hemp-derived and psychoactive products involve significant risks associated with federal, state and local laws and regulations, and regulatory agencies, that have the potential to bankrupt Lifted and the Company, or at least to negatively impact the trading price of our common stock.

 In regard to the sale of hemp-derived products in the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult recreational use in a number of states, cannabis, other than plants of the same genus that meet the definition of industrial hemp, continues to be categorized as a Schedule I controlled substance under the federal Controlled Substances Act ("CSA"), and subject to the Controlled Substances Import and Export Act ("CSIEA").

 On December 20, 2018, President Donald J. Trump signed the Agricultural Improvement Act of 2018, which is more commonly known as the "2018 Farm Bill". The 2018 Farm Bill legalizes hemp cultivation and declassifies hemp as a Schedule I controlled substance. However:

 (1) Farm Bill: As of the date of this Form 10-K, the Agriculture Improvement Act of 2018 (commonly known as the 2018 Farm Bill) has been extended twice and is now set to expire on September 30, 2025. This extension allows existing programs, including those related to hemp production, to continue operating under current regulations. The upcoming Farm Bill, anticipated to be enacted before the current extension expires, is under active discussion. Various stakeholders are lobbying for changes, and there is no certainty that the provisions legalizing Lifted's products will be reauthorized in the new legislation. If the next Farm Bill prohibits or significantly restricts hemp-derived products, it could materially and adversely affect Lifted's business operations and the trading price of our common stock;

 (2) FDA: The U.S. Food and Drug Administration ("FDA") has stated that while hemp is no longer classified as an illegal substance under the Farm Bill, cannabis-derived products remain subject to regulation under the Federal Food, Drug, and Cosmetic Act (which protects the public from unsafe food, drugs, medical devices, and cosmetics) and Section 351 of the Public Health Service Act (which regulates the licensing of biological products). The health and safety effects of delta-8-THC and other cannabinoids have not been conclusively established through traditional scientific or clinical studies. The FDA has expressed concerns that CBD, delta-8-THC, and other hemp-derived cannabinoids may pose significant health risks, including potential liver toxicity or damage. Additionally, the FDA has taken the position that certain cannabinoids may be classified as drugs and that the sale of cannabinoid-infused products without FDA approval may be unlawful. In alignment with the FDA's stance, several states and municipalities have imposed restrictions or outright bans on the sale of hemp-derived cannabinoid products, particularly those containing delta-8-THC or delta-9-THC. Future regulatory actions by the FDA could include stricter licensing requirements, additional compliance obligations, or outright prohibitions on the sale of certain hemp-derived products. Any such measures could materially and adversely impact Lifted's business operations and the market value of our common stock;

 (3) DEA: The US Drug Enforcement Agency ("DEA") has stated that although hemp is no longer an illegal substance under the Farm Bill, the FDA continues to pursue Schedule I controlled substances as well as certain synthetic substances. In particular:

 (a) Hemp and hemp-derived cannabinoid-infused products which exceed a delta-9-THC concentration of 0.3% by dry weight are illegal under the Farm Bill. Any failure to keep the delta-9-THC concentration in Lifted's hemp-derived or cannabinoid-infused products below 0.3% by dry weight could subject us to action by the DEA or other regulatory authorities and/or to lawsuits by consumers, which could have a material adverse effect upon our Company's business and the trading price of our common stock. In addition, certain hemp-derived products may, over time, gradually increase their delta-9-THC concentration, and this may ultimately cause such products to exceed the 0.3% delta-9-THC by dry weight concentration level, making such products illegal in certain jurisdictions. If this happens, we could be subject to regulatory action that could have a material adverse effect upon our Company and the trading price of our common stock. In addition, the approval of medical and recreational marijuana by many states has created a situation in which it may be difficult or impossible for regulators and courts to determine whether the THC levels reflected in consumers' blood tests are the result of legal hemp-derived products or marijuana-infused products. This may result in regulatory actions or lawsuits against the Company;

 (b) The DEA has issued a statement that some have interpreted as making hemp-derived delta-8-THC illegal. In deference to the DEA, certain state and local governments have imposed restrictions or prohibitions upon the sale of certain products containing delta-8-THC. Lifted sells significant quantities of products containing hemp-derived delta-8-THC, and any crackdown by the DEA or other regulatory authorities on products containing delta-8-THC may have a material adverse effect upon Lifted's business and the trading price of our common stock; and

 (c) The DEA has sent a letter saying that delta-9-THCO and delta-8-THCO "do not occur naturally in the cannabis plant and can only be obtained synthetically, and therefore do not fall under the definition of hemp." While we disagree with the opinion expressed by the DEA in that letter and do not believe that the DEA has any legal authority to nullify the so-called "Farm Bill", which is federal law, by issuing such a letter, any crackdown by the DEA or other regulatory authorities on products containing delta-9-THCO and/or delta-8-THCO may have a material adverse effect upon Lifted's business and the trading price of our common stock.

 (4) Amended PACT act: The amended federal PACT act makes the online sale of certain of Lifted's products to end users difficult or impossible. The amended federal PACT act may have a material adverse effect upon Lifted's business and the trading price of our common stock.

 Regarding the sale of products containing nicotine: products containing nicotine are addictive and are subject to heavy regulation by U.S. federal, state and local governments. The legislative and regulatory landscape surrounding nicotine-containing products has created risks for Lifted's business. Laws and regulations have been adopted that can impose significant liabilities upon companies operating in the nicotine industry, especially in regard to sales to minors. Existing and future laws and regulations affecting nicotine products may have a material adverse effect upon Lifted's business and the trading price of our common stock.

 Furthermore, the regulation of hemp-derived, psychoactive and nicotine products is evolving. Lifted may become subject to new laws, rules, regulations, moratoriums, prohibitions, or other restrictions or impediments upon nicotine and Cannabis Companies imposed by the U.S. President pursuant to executive orders, by the U.S. Congress in laws, by U.S. federal agencies such as the FDA and/or the DEA, and/or by state and local governments. For example, Lifted's business may be impacted by any language relating to hemp-derived or psychoactive products that might be contained in any bill that might federally legalize marijuana, or that might be contained in the next so-called "Farm Bill", or that intentionally or unintentionally might be contained in other legislation at the federal or state level, such as in the new Wisconsin law discussed above in the section Significant Financial Obligations and Acute Regulatory Risks. Without limiting the generality of the foregoing, governmental laws, rules and regulations may impose significant new rules, restrictions, limitations, prohibitions and/or taxes on when, where, how and to whom Lifted may sell its products, and these new rules, restrictions, limitations, prohibitions and/or taxes may have a material adverse effect on Lifted's business and the trading price of our common stock.

 Competition

 Lifted faces intense competition in the hemp-derived and psychoactive products industries from both existing and emerging companies that offer similar products to Lifted. More distributors are creating their own brands and selling their own branded products at a lower price than Lifted's products; there is increased competition for products containing more milligrams of cannabinoids or active ingredients per unit at a lower price point; and other competing brands pay distributors and wholesalers more than what Lifted is willing to pay (if anything) for valuable shelf space.

 Some of Lifted's current and potential competitors may have longer operating histories, more innovative or popular products, greater financial, marketing and other resources and larger customer bases. Given the rapid changes affecting the cannabinoid industry nationally and locally, Lifted may not be able to create and maintain a competitive advantage in the marketplace. Lifted's success will depend on its ability to keep pace with any changes in local and national markets, especially in light of frequent and rapid legal and regulatory changes.

 Competition is also based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing and promotional activity, the ability to identify and satisfy consumer preferences, as well as convenience and service. Lifted's success will depend on its ability to respond to, among other things, changes in the economy, market conditions and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance.

 Officers and Employees

 The executives of Lifted have backgrounds in the vaping industry, sales, graphic design, distribution, marketing, accounting, and supply chain management, skills that have helped Lifted distinguish itself from the competition.

 As of December 31, 2024, Lifted has approximately 148 full time and part time employees and independent contractors who are engaged in product formulation, design and branding, website development, private label client management, sales, strategy, distribution, supply chain management, new business development, warehouse management and order fulfillment, operations management, accounting, new product development, trade shows and evaluation of potential acquisitions and joint ventures. Currently, most of Lifted's employees and independent contractors are based in Wisconsin, and the rest are located in Colorado, Illinois, and Florida.

 The Market

 The majority of Lifted's product sales are made through distributors, and a smaller number of sales are made directly to retailers, and then the smallest number of sales are made directly to end consumers online.

 Distribution

 Lifted's distribution is done internally and through third party distributors who distribute throughout the U.S. Lifted and these distributors distribute Lifted's products to vape and smoke shops, convenience stores, grocery stores, gyms, natural food stores, wellness stores, and other locations. Lifted believes but cannot guarantee that in the event that Lifted lost its relationship with one or more of its current distributors, that other replacement distributors could be found without significant disruption to Lifted's business.

 Product Risks

 Lifted's products contain hemp-derived cannabinoids and other psychoactive substances. There is a risk that Lifted could be targeted by regulators, plaintiffs lawyers, and/or consumers with claims that its products are unsafe. Potential product safety risks, and potential laws and regulations including but not limited to any issued by the FDA could have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance.

 Sources of Supply

 Lifted sources its raw goods from different suppliers. Lifted's raw goods are third-party lab tested, and Lifted's finished goods are also third-party lab tested. Lifted does not grow or manufacture its raw goods, nor does Lifted process or extract cannabinoids or other substances from raw goods. However, many of Lifted's finished goods are made in-house using the raw goods purchased from third party vendors. Some finished goods are purchased from third party vendors, which make products for Lifted in accordance with Lifted's specifications. Lifted designs the majority of its packaging in-house, and typically employs a third party firm to manufacture that packaging.

 Lifted currently believes that it would be able to find replacement manufacturers with minimal negative impact on its business. However, Lifted's vape pens and cartridges are sourced exclusively from China. COVID-19 and variants, Chinese holidays, backups at U.S. ports, tariffs imposed on products sourced from China or other foreign countries, and potential hostilities involving China, could make it difficult or impossible to source these products cost effectively, or at all, from China. These risks associated with China could drastically increase Lifted's product costs, all of which could have a serious detrimental impact on Lifted's sales and profit margins.

 Intellectual Property

 Lifted maintains proprietary formulations, a trademark for "Urbar", and other trade secrets. Lifted does not currently own any registered patents.

 Research and Development Expenditures

 Lifted's research and development expenditures consist primarily of compensation and related costs for third parties responsible for the R&D of new products. Research and development costs are expensed as they are incurred.

 Marketing

 Lifted primarily markets itself by networking throughout the industry through word of mouth, through its website, using online ads, by attending trade shows, and via other marketing campaigns. In the past, Lifted has also engaged public relations, marketing and search engine optimization firms to improve Lifted's public relations, marketing and search engine optimization efforts. There can be no guarantee or assurance that Lifted's marketing efforts will be successful or result in any additional sales or profits for Lifted.

 Costs and effects of compliance with environmental laws

 To Lifted's knowledge, Lifted does not currently use or generate any hazardous materials in its operations.

 Ablis, Bendistillery and Bend Spirits

 On April 30, 2019, we closed on the acquisition of 4.99% of the common stock of each of CBD-infused beverages maker Ablis Holding Company ("Ablis") (www. Ablis.shop), and of distilled spirits manufacturers Bendistillery Inc. d/b/a Crater Lake Spirits ("Bendistillery") (www. CraterLakeSpirits.com) and Bend Spirits, Inc. ("Bend Spirits"), all located in Bend, Oregon.

 Ablis manufactures and sells flavored, lightly carbonated canned beverages, including "functails" – a term coined by Ablis which means a beverage crafted with hemp-derived THC and/or CBD, and other high-quality functional ingredients such as caffeine from guarana, L-theanine and ashwagandha. Ablis also sells 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.

 Bank Financing and Purchase of Headquarters Building

 On December 14, 2023, LFTD Partners and Lifted (together the "Borrower"), jointly borrowed a total of $3,910,000 from Surety Bank, of DeLand, Florida ("Lender").

 The Lender made two five-year loans to the Borrower, as joint borrowers: (1) a working capital loan of $3,000,000 at 9.5% fixed annual interest, and (2) a $910,000 loan at 10% fixed annual interest, the net proceeds of which were used by Lifted to pay a portion of the $1,375,000 purchase price of Lifted's main operations building located at 5511 95th Avenue, Kenosha, Wisconsin ("5511 Building"). The two loans are cross collateralized by a first lien mortgage on the 5511 Building, and by a first lien security interest in all of the other assets owned by LIFD and Lifted, in favor of Surety Bank. As of December 31, 2024, the aggregate outstanding principal amount of these two loans is $3,348,790.

 Purchase of the 5511 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 the 5511 Building, which 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 was extended by one year to December 31, 2023. Lifted purchased the 5511 Building from Holdings on December 14, 2023 for the agreed upon purchase price of $1,375,000 in cash.

 Improvements to and Potential Expansion of the 5511 Building

 Due to an extreme need for additional employee parking 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 building improvement (a capitalized fixed asset). The investment in this necessary parking lot had no impact on the $1,375,000 purchase price that Lifted had committed to pay for, and did pay for, the 5511 Building on December 14, 2023.

 The Company may, at some point in time, decide to consolidate all of Lifted's Kenosha 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.

 $3,000,000 Working Capital Loan

 Credit Agreement

 Pursuant to the Credit Agreement dated as of December 14, 2023 (the "Credit Agreement"), among the Borrower and the Lender, the Lender agreed to loan to the Borrower $3,000,000 ("Working Capital Loan"). The interest rate for the Working Capital Loan is a fixed annual interest rate of 9.5%. The Credit Agreement requires a Promissory Note and Security Agreement. The Credit Agreement requires a prepayment fee if the Working Capital Loan is repaid to the Lender in less than three years, in the amount of 3% of the Working Capital Loan if the loan is repaid in Year-1, 2% of the Working Capital Loan if the Working Capital Loan is repaid in Year-2, and 1% if the Working Capital Loan is repaid in Year-3.

 The Credit Agreement is also subject to certain negative covenants in which the Borrower agreed (subject to certain exceptions) not to take certain actions without the consent of the Lender, including such things as:

 Become subject to other liens or encumbrances;

 Change ownership of Lifted;

 Enter into a merger, acquisition or divestiture;

 Conduct stock buybacks;

 Serve as a guarantor;

 Wind up, liquidate or dissolve;

 Enter into the purchase, sale, exchange or transfer of property;

 Permit the outstanding principal balance of the Working Capital Loan to exceed 40% of the fair market value of the collateral securing the Working Capital Loan; or

 Directly or indirectly issue, assume or create any additional indebtedness on the collateral.

 Promissory Note

 Pursuant to the Promissory Note dated as of December 14, 2023 (the "WC Note"), among the Borrower and the Lender, the Lender agreed to loan to the Borrower the Working Capital Loan at a fixed annual interest rate of 9.5%. The WC Note also requires a 5% late fee on outstanding unpaid payments due under the WC Note where payments are not made within 10 days of the due date. The WC Note has cross-default cross-collateralized provisions with the $910,000 Business Loan described below.

 Security Agreement

 Pursuant to a Security Agreement dated as of December 14, 2023 ("Security Agreement"), the Borrower granted to the Lender a security interest in all the Borrower's personal property relating to its business to secure the obligations of the Borrower under the Credit Agreement. The collateral that is secured by the Security Agreement includes all the Borrower's accounts, general intangibles, inventory, equipment, goods, deposit accounts, contractual rights, fixtures, money, insurance and commercial tort claims.

 If an event of default under the Credit Agreement occurs, then the Lender may exercise the Borrower's rights in the collateral. In that event, the Lender will have all the rights of a secured party with respect to the collateral under the Uniform Commercial Code, including, among other things, the right to sell the collateral at public or private sale.

 Collateral Assignment Agreement

 Under the Collateral Assignment Agreement dated as of December 14, 2023, between the Borrower and the Lender, the Borrower assigned to the Lender, in connection with the terms of the Credit Agreement, all of Borrower's "intellectual property", including but not limited to, all patents, patent rights, trademarks and service marks, works, inventions, copyrights, trade names, software and computer programs, trade secrets, methods, processes, know how, drawings, and specifications. In the event of default under the Credit Agreement or WC Note, or other cross collateralized obligations, the Lender would be entitled to the foregoing intellectual property collateral to the detriment of the Borrower.

 Pledge Agreement

 Under the Pledge Agreement dated as of December 14, 2023, between the Borrower and the Lender, the Borrower, in connection with the terms of the Credit Agreement, has pledged to the Lender all of the Borrower's equity holdings in Lifted, Bendistillery Inc., Bend Spirits, Inc., and Ablis Holding Company. In the event of default under the Credit Agreement or WC Note, or other cross collateralized obligations, the Lender would be entitled to the foregoing equity collateral to the detriment of the Borrower.

 $910,000 Loan

 Business Loan Agreement

 Pursuant to the Business Loan Agreement dated as of December 14, 2023 (the "Loan Agreement"), among the Borrower and the Lender, the Lender agreed to loan $910,000 (the "Business Loan") to the Borrower. The Business Loan requires that Borrower shall maintain a minimum 1.50x Debt Service Coverage Ratio ("DSCR") based on Borrower tax returns. The DSCR shall be tested annually, beginning with the 2023 return; however, the Lender has agreed to waive the DSCR covenant in regard to 2024. The DSCR shall be calculated as EBIDA (earnings before interest, depreciation, and amortization) divided by contractual annual debt service payments. The Business Loan also requires Borrower to maintain its primary operating accounts with a $1,000,000 minimum deposit account balance with the Lender for the life of the Business Loan. The Business Loan also requires a Promissory Note, Mortgage and Assignment of Rents, Leases, and Security Deposits described below.

 Promissory Note

 Pursuant to the Promissory Note dated as of December 14, 2023 (the "BL Note"), among the Borrower and the Lender, the Lender agreed to loan to the Borrower the Business Loan at a fixed annual interest rate of 10%. The BL Note also requires a 5% late fee on outstanding unpaid payments due under the BL Note. The BL Note requires a mortgage on the 5511 Building, along with a first priority security interest on: all furniture, equipment, inventory, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures; and all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods.

 Mortgage

 Pursuant to the Mortgage dated as of December 14, 2023 (the "Mortgage"), among Lifted in favor of the Lender, in connection with the terms of the Loan Agreement and BL Note, Lifted agreed to a first priority mortgage on the 5511 Building (Parcel Number 08-222-32-410-104). In the event of default under the Loan Agreement or BL Note, or other cross collateralized obligations, the Lender would be entitled to the foregoing equity collateral to the detriment of the Borrower.

 Assignment of Rents, Leases, and Security Deposits

 Pursuant to the Assignment of Rents, Leases, and Security Deposits dated as of December 14, 2023 (the "Lease Assignment"), among Lifted in favor of the Lender, in connection with the terms of the Loan Agreement and BL Note, Lifted agreed to assign its rights to leases and income from the 5511 Building to Lender. In the event of default under the Loan Agreement or BL Note, or other cross collateralized obligations, the Lender would be entitled to the foregoing equity collateral to the detriment of the Borrower.

 Default under any of the agreements described above could have a highly detrimental, if not catastrophic impact on our Company.

 Consolidated Balance Sheet Presentation of the Working Capital and Business Loans and Maturity Analysis

 The following presents the Working Capital and Business Loans in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023:

 December 31, 2024

 December 31, 2023

 Working Capital Loan

 $
 2,509,838

 $
 3,000,000

 Real Estate Loan

 882,950

 910,000

 Total principal amount

 3,392,788

 3,910,000

 Less: Unamortized debt financing costs

 (43,997
)

 (55,149
)

 Less: Current portion of Surety Bank notes

 (559,418
)

 (506,061
)

 Non-Current portion of Surety Bank notes

 $
 2,789,372

 $
 3,348,790

 The following represents aggregate payments due on the Working Capital and Business Loans subsequent to December 31, 2024:

 Maturity Analysis as of December 31, 2024

 2025

 $

 876,939

 2026

 876,939

 2027

 876,939

 2028

 1,618,429

 Thereafter

 -

 Total

 4,249,246

 Less: Interest portion

 (856,459
)

 Total principal amount

 $
 3,392,788

 Manufacturing, Sales and Marketing Agreements

 During the year ended December 31, 2023, Lifted entered into Manufacturing, Sales and Marketing Agreements with Cali Sweets, LLC ("Cali"), Diamond Supply Co. ("Diamond"), and DreamFields Brands Inc. d/b/a Jeeter ("Jeeter"); and, on or about January 23, 2024, Lifted entered into a Manufacturing, Sales and Marketing Agreement with a wholly owned subsidiary of a large, publicly traded US marijuana company (collectively, "Agreements"). The terms of these Agreements are described below. As of December 31, 2024, all of the Agreements were in effect, except for the Jeeter Agreement, which had been terminated on January 1, 2024. The aggregate net revenue related to these Agreements for the year ended December 31, 2024 was $2,094,864.

 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) ("Cali Products").

 Pursuant to the Cali Agreement, Lifted manufactures, markets, and distributes certain Cali Products and brands worldwide. Lifted and Cali equally share certain production and marketing costs associated with such Cali Products on a dollar-for-dollar basis. Revenue from the sale of such Cali Products are 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 has the right, in its discretion, to add new Cali brands and Cali 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.

 Accounting for the Cali Agreement

 Regarding the accounting for the Cali Agreement: the Company has evaluated the principal versus agent considerations in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company has considered the following facts to assess whether Lifted has control of the Cali Products that are manufactured and distributed pursuant to the Cali Agreement:

 Lifted is the exclusive worldwide manufacturer and distributor of the Cali Products. To fulfill its obligations pursuant to the Cali Agreement, Lifted sources raw goods, labor, and other resources to manufacture the Cali Products at Lifted's facilities and holds these raw goods and Cali Products in its facilities until the Cali Products are sold and shipped to customers.

 Customers' orders of Cali Products are received through Lifted's website www.urb.shop. Lifted processes these orders, prepares the Cali Products for shipment from Lifted's inventories, and ships the Cali Products directly to the customers. Lifted is responsible for collecting payments from customers but does not guarantee collection.

 Lifted has the right, in its discretion, to add new Cali brands and Cali Products as they are developed.

 Lifted can 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.

 Based on these considerations, the Company concludes that Lifted is the principal relative to Cali in the Cali Agreement.

 Therefore, sales of Cali Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment is collected from a customer from the sale of Cali Products, the Commission Payable to Cali is reported as a current liability on the Company's Consolidated Balance Sheets, and Commission Expense is reported in the Operating Expenses section of the Consolidated Statements of Operations.

 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. 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 ("Diamond Products"). These Diamond 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 Diamond Product manufactured and sold by Lifted under the Diamond Agreement. The Diamond Agreement defines Adjusted Gross Revenue as revenue on the Diamond Product "less any sales taxes, actual returns, pre-approved discounts, replacements, refunds and credits for returns."

 After the initial manufacturing run of a Diamond Product, Lifted shall pay Diamond a royalty of forty five percent (45%) of Adjusted Gross Revenue on subsequent manufacturing runs for that Diamond Product; however, under the terms of the Diamond Agreement, the parties will split manufacturing costs 50/50 for Diamond Products sold after each Diamond 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 Diamond 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 Diamond Products acquired for direct sale is 30% below wholesale.

 Under the terms of the Diamond Agreement, the parties will work together to 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.

 Accounting for the Diamond Agreement

 Regarding the accounting for the Diamond Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. The Company has considered the following facts to assess whether Lifted has control of the Diamond products that are manufactured and distributed pursuant to the Diamond Agreement:

 Lifted is the exclusive worldwide manufacturer and distributor of the Diamond Products. To fulfill its obligations pursuant to the agreement, Lifted sources raw goods, labor, and other resources to manufacture the Diamond Products at its own facilities and holds these raw goods and Diamond Products in its facilities until the Diamond Products are sold and shipped to customers.

 Customers' orders of Diamond Products are received through Lifted's website www.urb.shop. Customers that attempt to purchase the Diamond Products from www.diamondsupplyco.com are redirected to www.urb.shop. Lifted processes these orders, prepares the Diamond Products for shipment from Lifted's inventories, and ships the Diamond Products directly to customers.

 Lifted and Diamond agree upon the retail sales prices for the Diamond Products, and both Lifted and Diamond are to make good faith efforts to collect all payments in connection with each party's sales of Diamond Products to all of its customers.

 Based on these considerations, the Company concludes that Lifted is the principal relative to Diamond in the Diamond Agreement.

 Therefore, sales of Diamond Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment is collected from a customer from the sale of Diamond Products, the Royalty Payable to Diamond is reported as a current liability on the Company's Consolidated Balance Sheets, and Royalty Expense is reported in the Operating Expenses section of the Consolidated Statements of Operations.

 Jeeter Agreement

 On July 17, 2023, Lifted and DreamFields Brands Inc. d/b/a Jeeter ("Jeeter") entered a Manufacturing, Sales and Marketing Agreement dated as of July 14, 2023 (the "Jeeter Agreement"). Pursuant to the Jeeter Agreement: (1) Jeeter appointed Lifted as its exclusive manufacturer, seller and distributor within the United States of vape, gummies and pre-rolled products containing hemp-derived cannabinoids sold under the Jeeter brand ("Jeeter Products"); (2) Jeeter and Lifted agreed upon the devices, formulation, design, packaging, run costs, and marketing of each of the Jeeter Products; (3) Jeeter and Lifted shared equally the costs of manufacturing, marketing, distributing and insuring the Jeeter Products ("Product Costs"); and (4) the revenue from all Product sales, minus applicable Product offsets and sales commissions ("Aggregate Product Revenue"), were allocated 60% to Jeeter and 40% to Lifted.

 The Jeeter Agreement was for an Initial Term of two years, provided that if the completed Product sales during the first year of the Initial Term were a minimum of $48 million (the "Minimum Sales"), then the Initial Term was to automatically continue until the end of the second year of the Initial Term. Jeeter and Lifted could mutually agree in writing to extend the Jeeter Agreement for Renewal Terms of at least one year each, but if not so extended then the Jeeter Agreement was to automatically terminate.

 Jeeter could terminate the Jeeter Agreement at any time upon written notice to Lifted upon any of the following: (1) if Lifted failed to achieve the Minimum Sales during any 12 month period; (2) if there was any material change in federal legislation regarding the manufacturing, sale, use or consumption of hemp-derived delta-8-THC that in Jeeter's sole and absolute determination had an adverse impact upon the Jeeter Agreement; or (3) if Jeeter determined in its sole and absolute discretion that the sale of Jeeter Products under the Jeeter Agreement had or was reasonably likely to have an adverse impact on Jeeter's delta-9-THC product business.

 The Jeeter Agreement provided that if Aggregate Product Revenue achieves $1.5 million or more in a single month, then thereafter so long as Aggregate Product Revenue achieves $9 million or more in each six month period, Lifted was prohibited from directly or indirectly manufacturing, marketing, distributing, promoting or selling pre-rolled joints made from hemp or cannabis in the United States (except under the Jeeter Agreement) during the remaining term of the Jeeter Agreement.

 Accounting for the Jeeter Agreement

 Regarding the accounting for the Jeeter Agreement: the Company evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. The Company considered the following facts to assess whether Lifted had control of the Jeeter Products that are manufactured and distributed pursuant to the Jeeter Agreement:

 Lifted was the exclusive manufacturer, seller, and distributor of the applicable Jeeter branded products in the USA. To fulfill its obligations pursuant to the agreement, Lifted sourced raw goods, labor, and other resources to manufacture the Jeeter Products at its own facilities and held these raw goods and Jeeter Products in its facilities until the Jeeter Products were sold and shipped to customers. Initially, Lifted was manufacturing all of the Jeeter Products, but in the middle of Q3 2023 Jeeter also began manufacturing joints at its facility after being authorized by Lifted to do so. Nonetheless, Jeeter produced joints during Monday through Friday, and then shipped the finished joints to Lifted's headquarters in Kenosha on Saturday. Lifted controlled the Jeeter Products until they were then sold and shipped to the customers.

 Customers' orders of Jeeter Products were received through Lifted's website www.urb.shop. Lifted processed these orders, prepared the Jeeter Products for shipment from Lifted's inventories, and shipped the Jeeter Products directly to the customers. Lifted was responsible for collecting payments from customers but did not guarantee collection, nor the timetable of such collection.

 Based on these considerations, the Company concluded that Lifted was the principal relative to Jeeter in the Jeeter Agreement.

 Therefore, sales of Jeeter Products were recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment was collected from a customer from the sale of Jeeter Products, the Commission Payable to Jeeter was reported as a current liability on the Company's Consolidated Balance Sheets, and Commission Expense was reported in the Operating Expenses section of the Consolidated Statements of Operations.

 Termination of the Jeeter Agreement

 The Jeeter Agreement was terminated effective January 1, 2024 pursuant to a Termination Agreement dated as of March 22, 2024 between Jeeter and Lifted. Pursuant to such Termination Agreement, among other things: Jeeter is obligated to pay Lifted $150,000 upon the signing of such Termination Agreement, and an additional $150,000 within 15 days following the signing of such Termination Agreement; and Jeeter shall arrange and pay for the shipment from Lifted to Jeeter of certain raw goods and finished goods associated with Jeeter branded products that are in Lifted's possession on the date of the signing of such Termination Agreement. As a result of the termination, Lifted transferred raw goods and finished goods inventories totaling $1,859,780 to Jeeter and recorded a loss on Jeeter collab in the Consolidated Statement of Operations of $1,349,467.

 Mirsky Agreement

 On July 11, 2023, Lifted and Florence Mirsky ("Mirsky") entered into an Agreement (the "Mirsky Agreement"). Pursuant to the Mirsky Agreement, in consideration of Mirsky's introduction of Jeeter to Lifted, Lifted shall pay to Mirsky finder's fees equal to 6.5% of the amount, if any, by which Lifted's share of the Aggregate Product Revenue under the Jeeter Agreement exceeds Lifted's share of the Product Costs under the Jeeter Agreement. Because the Jeeter Agreement was terminated, no additional finder's fees are payable by Lifted to Mirsky.

 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 $342,068, net of $26,420 cash acquired. The Purchased Assets included, but were 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 was ready for delivery, and that when delivered and installed was expected to 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 gross Purchase Price of $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 ("Oculus 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") was 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 was paid by Lifted to Chase and Hagan Sanchez following the first anniversary of the closing of the Merger, which was April 28, 2024. The second installment of the Oculus Merger Consideration was calculated and paid out as follows:

 (1)

 Lifted's CEO NWarrender, in consultation with LIFD's President and CFO WJacobs, analyzed and made a written determination (the "Determination") of the incremental pre-tax cash flow that NWarrender estimated that the hemp flower products division had generated for Lifted above and beyond the annual profits that previously had been generated for Lifted due to Lifted's former 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 paid 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 was to be paid in the form of cash, (b) 80% of such second installment of Merger Consideration was to be paid in the form of unregistered shares of common stock of LIFD, which unregistered shares of common stock of LIFD was to 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 was subject to a minimum value of $1 million dollars ("Minimum Earnout Consideration") and a maximum value of $6 million dollars (with the stock portion of the second installment of Merger Consideration having been valued at $5 per share under all circumstances).

 On May 8, 2024, NWarrender, in consultation with WJacobs, made the Determination that the Incremental Pre-Tax Profits were zero dollars ($0). Consequently, the second installment of Merger Consideration consists of:

 (1)

 Two Hundred Thousand Dollars ($200,000) in cash; and

 (2)

 One Hundred Sixty Thousand (160,000) newly issued shares of unregistered LIFD Common Stock.

 On May 13, 2024, the cash component of the second installment of Merger Consideration was paid, and the stock component of the second installment of Merger Consideration was issued.

 Accounting for Lifted's Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

 Consideration Paid Pursuant to the Asset Purchase Agreement

 Cash used to pay off Oculus' liabilities at the closing

 $
 368,488

 Consideration Paid Pursuant to the Oculus Merger Agreement

 First Installment of Merger Consideration

 100 shares of common stock of LIFD issued at the closing of the Merger to Chase and Hagan Sanchez

 $

 Second Installment of Merger Consideration

 Value of Minimum Earnout Consideration to be paid in cash

 $

 Value of Minimum Earnout Consideration to be paid in shares of common stock of LIFD (160,000 shares of common stock valued at $5.00 per share)

 $
 800,000

 Total Consideration

 $
 1,368,697

 Assets Acquired:

 Cash

 $
 26,420

 Accounts receivable

 $
 60,528

 Inventory

 $
 147,431

 Fixed Assets

 $
 329,559

 Security and Utility Deposits

 $
 4,732

 Goodwill

 $
 800,027

 Total Assets Acquired

 $
 1,368,697

 Total Liabilities Assumed

 $
 -

 Net Assets Acquired

 $
 1,368,697

 Employment Agreements

 Pursuant to the terms of the Oculus 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 the Vice President of Flower and General Manager of Flower of Lifted, respectively, and continue to manage the hemp flower products division within Lifted in Durango, Colorado, reporting to NWarrender. 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.

 At the time of the Merger, in addition to Chase and Hagan Sanchez, a total of 20 other people who had previously worked at Oculus became full-time employees of Lifted. Lifted agreed to, and did, 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 of Space Located at 16178 US Hwy 550, Aztec, New Mexico, and Lease of Space Located at 789 Tech Center Drive, Unit C, Durango, Colorado 81301

 Reference is hereby made to the disclosures above in the following sections, which are hereby incorporated by reference thereto:

 NOTE 10 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL
 COMMITMENTS
 Lease of Space Located at 16178 US Hwy 550, Aztec, New Mexico
 Lease of Space Located at 789 Tech Center Drive, Unit C, Durango, Colorado 8130

 Extrax NM Agreement

 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 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.

 Regarding the accounting for the ENM Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. Management has considered the following facts to assess Lifted's position relative to ENM under the ENM Agreement:

 ENM has the right to use the Urb brand name on marijuana products sold within New Mexico in accordance with ENM's license to manufacture marijuana products that can be sold to marijuana dispensaries in New Mexico. ENM sources raw goods, labor, and other resources to manufacture the Urb-branded products at its own facilities and holds these raw goods and Urb-branded products in its facilities until the Urb-branded products are sold and shipped to customers. ENM controls the Urb-branded products until they are then sold and shipped to the customers.

 Customers' orders of Urb-branded products are received by ENM. ENM processes these orders, prepares the Urb-branded products for shipment from ENM's inventories, and ships the Urb-branded products directly to the customers. ENM is responsible for collecting payments from the customers, referred to in the ENM Agreement as the "Unit Sale Proceeds".

 ENM will source some of the raw goods, fixed assets and supplies from Lifted for manufacture of the Urb-branded products. The raw goods sourced from Lifted are referred to in the ENM Agreement as "Unit Components". These Unit Components are maintained in Lifted's inventories and shipped to ENM based on agreement between the CEOs of both Lifted and ENM. Lifted receives an agreed upon price, referred to in the ENM Agreement as the "Unit Component Price", for each Unit Component shipped to ENM.

 ENM shall pay over to Lifted one-half of the Unit Sale Proceeds, 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 the Unit Components; and thirdly, to pay to Lifted a License Fee.

 Based on these considerations, the Company concludes that Lifted is a principal relative to ENM in the ENM Agreement in regards to Lifted's sale of Unit Components to ENM. Therefore, Lifted recognizes sales of Unit Components to ENM on a gross basis on Lifted's Consolidated Statements of Operations.

 The Company concludes that Lifted is an agent relative to ENM in the ENM Agreement in regards to ENM's sale of Urb-branded products to dispensary customers. When ENM pays over to Lifted one-half of the Unit Sale Proceeds, Lifted will first apply this money to the loans receivable from ENM, and then the money will be applied to the receivable(s) related Lifted's sale of the Unit Components to ENM. Then, any of the excess/remaining money will be recognized and reported by Lifted as License Fee revenue on Lifted's Consolidated Statements of Operations.

 Manufacturing, Sales and Marketing Agreement With Subsidiary of a Large, Publicly Traded US Marijuana Company

 On or about January 23, 2024, Lifted entered into a Manufacturing, Sales and Marketing Agreement effective as of January 20, 2024 ("Agreement") with a wholly owned subsidiary of a large, publicly traded US marijuana company that designs and sells hemp-derived vape and gummy products. The Agreement is similar in many respects to the other manufacturing, sales and marketing agreements entered into by Lifted in 2023. Our management does not believe that any of the relationships with the other collaborating companies have had a significant impact on our revenues as no sales under any of the agreements have increased Lifted's revenues by more than 5%. There is no assurance that this new Agreement, with this new counterparty, will have a greater impact on our revenues than the relationships with the others; however, it may.

 Services to be Provided by Lifted Made

 Under the terms of the new Agreement with this new counterparty, the parties ("Parties") have agreed that Lifted will serve as the exclusive manufacturer and distributor of certain 2018 Farm Bill compliant hemp-derived vape products and gummy products in the formulations and to the specifications mutually agreed upon by the Parties (the "Products"). The territory for the sale of the Products is limited to the United States of America ("Territory"). In addition to serving as exclusive manufacturer and distributor of the Products, Lifted will be responsible to sell the Products to customers ("Customers"), and to collect all payments from such Customers for the Products in the Territory during the Term (the "Services").

 Lifted, in its capacity as the exclusive manufacturer and distributor of the Products in the Territory during the Term, shall be an independent contractor and not an agent, representative or employee of the other party. As part of the Services, Lifted shall create a distribution and sub-distribution network for the sale of Products to Customers within the Territory. Neither Party shall have any right or power to represent or bind the other Party with respect to any third party.

 Term

 The term of the Agreement is eighteen (18) months from the effective date, renewable upon mutual written agreement of the Parties.

 Marketing

 Under the terms of the Agreement, the other party shall be primarily responsible for marketing the Products and shall pay the costs of such marketing. Lifted shall reasonably cooperate in advertising and marketing programs for the Products and shall reasonably cooperate in implementing sales, promotional and merchandising programs for the Products. All promotional discounts shall be subject to the mutual agreement of the Parties.

 Quality

 Under the terms of the Agreement, Lifted is required to use its best efforts to source materials for production of the Products at the lowest cost, provided such Products shall conform to quality standards consistent with industry standards for such products. Lifted is required to ensure the Products fall within certain predefined limits of heavy metals, microbial impurities, mycotoxins, residual pesticides, residual solvents and processing chemicals, as well as additional quality standards communicated to Lifted. Any Products failing such quality standards may be rejected. Lifted is also required to manufacture the Products and be responsible for all safety testing and approvals in conformity with the standards and legal requirements applicable to the manufacturing, distribution and sale of any Products and ensuring that all governmentally required reporting (including but not limited to PACT Act reporting) is accurately and timely made, and that all applicable excise taxes and sales taxes (collectively, "Excise and Sales Taxes") are paid. In the event of any defects in the Products, Lifted shall, at its sole cost and expense, either (i) refund the cost of such Product or (ii) replace the Product, such election to be at the other party's sole discretion.

 Under the terms of the Agreement, all elements of the design, manufacturing, quality, advertising and promotion of the Products shall be mutually agreed upon and approved by the Parties, and Lifted shall submit to the other for approval: (i) any relevant schematic designs, (ii) pre-production samples, (iii) production samples, and (iv) such other specific items as are requested by the other party in its reasonable discretion from time to time for approval, and at all times prior to production and prior to being offered for sale. Products not approved by both Parties to the Agreement shall not go on to the next stage of production and shall not be offered for sale or sold by Lifted.

 Prices

 Under the terms of the Agreement, the Parties have agreed to work together in good faith to determine the sales prices to Customers for the Products and such prices shall be subject to the Parties' mutual agreement. The Parties have agreed to work together to enact lawful and appropriate pricing strategies, including MSRP and maximum sale prices. Lifted shall make good faith efforts to collect all payments in connection with sales of all Products.

 Customers

 Under the terms of the Agreement, the Parties have agreed to work together in good faith to determine the Customers to which Lifted is selling the Products, subject to Lifted's reasonable discretion, provided that the Parties shall regularly evaluate sales targets, accounts receivable, bad debt, and other reasonable factors to determine which Customers to direct Product to, and the other party shall have the right, in its reasonable discretion, to reject and direct Lifted to stop selling to a Customer in the event it deems necessary upon advanced notice to Lifted.

 Forecasting

 Under the terms of the Agreement, the Parties have agreed to meet monthly to review Products, discuss predicted order volumes, review pricing to Customers, plan marketing and sales efforts, discuss expansion into other states within the Territory, and evaluate additional potential Customers. The Parties shall also use such meetings to agree upon the quantities of raw materials, ingredients and supplies to produce the Products.

 Purchase Orders

 Under the terms of the Agreement, the other party shall initiate all Purchase Orders. Lifted has the right, in its sole discretion, to accept or reject any Purchase Order. Lifted may accept any Purchase Order by confirming the order via written confirmation and written invoice sent by an authorized agent of Lifted, including estimated completion date of the Products contemplated by such Purchase Order.

 Excess Demand

 Under the terms of the Agreement, in the event the Parties reasonably determine, after good faith discussions, that Lifted cannot accept the volume of Purchase Orders and anticipated demand for the future production of Products at any point during the Term of this Agreement (or in the event Lifted rejects a Purchase Order), the Agreement's exclusivity shall be automatically waived by Lifted, but only to the extent of such excess demand as reasonably determined by the Parties after good faith discussions. In such a case, the other party shall have the right to work with any manufacturer, in its sole discretion, to meet such excess demand expectations.

 Costs of Purchase Order

 Under the terms of the Agreement, upon Lifted's acceptance of a Purchase Order, Lifted is entitled to invoice the other party for 50% of the costs of the Purchase Orders with net 15-day terms. Lifted may only use the 50% down payment for placing orders for materials and production costs, including lab testing, associated with the accepted Purchase Order and for no other purpose. Once the Products are completed and are ready for shipment to Customers, Lifted is entitled to invoice the other party for the remaining 50% of the costs of the Purchase Orders with net 15-day terms.

 Cost Recovery and Royalty

 Under the terms of the Agreement, once sales of the Products begin, Lifted is required to use all revenue from the sale of the Products (less returns, discounts, refunds, etc.) ("Adjusted Gross Revenue") until the other party has been repaid the cost of the Purchase Order. Thereafter, the Parties shall divide the remaining Adjusted Gross Revenue 60/40, with 40% of that Adjusted Gross Revenue going to Lifted (the "Royalty").

 Warranty

 Under the terms of the Agreement, Lifted represents and warrants (1) that the Products, packaging and labels to be used in the Territory shall comply with all applicable laws, rules and regulations in those US states where sales of such Products are legal; (2) that the Products shall comply with all federal, state or local laws and regulations relating to the Products' quality, dosage, labeling, identity, quantity, or packaging; (3) that the Products will not be adulterated or misbranded within the meaning of any applicable federal or state law or regulation, and will contain all necessary warnings, disclosures or instructions, in each case, pursuant to all applicable laws, rules and regulations; (4) all third parties Lifted engages in connection with the manufacturing, distribution and sale of the Product (e.g., sub-distributors) adhere to all applicable laws, rules and regulations, including without limitation those regarding the importation, child and/or oppressive labor, and the regulation of controlled substances and 2018 Farm Bill; and (5) all Products shall be free from defects in material and workmanship and fit for their intended purpose.

 Indemnification

 Under the terms of the Agreement, Lifted agreed to indemnify the other party for (1) harm, injury, damage or loss arising out of or in connection with the Services, production and manufacture, distribution and/or sale of the Products (including by any third parties engaged by Lifted (e.g., sub-distributors); (2) harm, injury, damage or loss arising out of or in connection with the use of the Products by any Customer or end-user, to the extent such harm, injury, damage or loss results from a defect in the Products; (3) any uncured material breach by Lifted of any provision hereof; (4) any violation of any applicable law or government regulation by Lifted or any third party engaged by Lifted in connection with the Products; and (5) any recall or withdrawal of a Product in accordance with this Agreement. Notwithstanding the foregoing, Lifted shall have no indemnification obligation hereunder pursuant to clauses (1), (2) or (3) above if such recall, withdrawal or defect arises out of or relates to any misuse, mishandling, or improper storage of, or damage caused to, the Products by anyone other than Lifted or its manufacturers/producers, Customers, or any third party engaged by Lifted in connection with the Products.

 Insurance

 During the Term of the Agreement, each Party, at its own expense, is required to procure and maintain in full force and effect its own insurance policy or policies against any loss, liability, product liability, personal injury, death, or property damage, and shall provide certificates of insurance evidencing such coverage to the other Party promptly upon request. Such coverage shall include (1) Comprehensive Commercial General Liability ("GL") Insurance with limits of $1,000,000 per occurrence and $2,000,000 in aggregate; (2) Worker's Compensation Insurance in limits required by applicable law; and (3) Product Liability Insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in aggregate. GL and Product Liability policies shall name the other Party as an additionally insured party.

 Termination

 At any time during the Term of the Agreement, either party has the option, but not the obligation, to terminate this Agreement at any time, effective upon written notice, in the event the other Party has defaulted on any of its obligations under this Agreement and such default is not cured within thirty (30) days after receipt of written notice specifying the default.

 Accounting for the Agreement

 Regarding the accounting for the Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. Management has considered the following facts to assess Lifted's position relative to the other party under the Agreement:

 An entity is a principal and therefore records revenue on a gross basis if it controls a promised good or service before transferring that good or service to the customer.

 An entity is an agent and records as revenue the net amount it retains for its agency services if its role is to arrange for another entity to provide the goods or services.

 Management has considered the following facts to assess whether Lifted has control of the Products that are manufactured and distributed pursuant to the Agreement:

 Lifted is the exclusive nationwide manufacturer and distributor of the Products. To fulfill its obligations pursuant to the Agreement, Lifted sources raw goods, labor, and other resources to manufacture the Products at Lifted's facilities and holds the Products in its facilities until the Products are sold and shipped to customers.

 Customers' orders of Products are received through Lifted's website www.urb.shop. Lifted processes these orders, prepares the Products for shipment from Lifted's warehouse, and ships the Products directly to the customers. Lifted is responsible for the collection of payments from customers, and is responsible for paying the other party 10% of any accounts receivable that are past due by more than 90 days.

 Lifted does not include in its inventory the value of the Products, because the other party pays for 100% of the costs of the Products.

 The Company concludes that Lifted is the principal relative to the other party in the Agreement.

 Sales of Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and until such time that the other party has received, in each instance with respect to an applicable Purchase Order, one-hundred percent (100%) of the Purchase Order Amount from Lifted, Lifted will report all of the money received from the other party as a current liability on the Company's Consolidated Balance Sheets. This current liability account will become smaller as Lifted remits payments to the other party.

 After the other party has received 100% of the Purchase Order Amount from Lifted, any Adjusted Gross Revenue will be appropriately allocated and paid 60% to the other party and 40% to Lifted as royalty payments.

 Capital Raise

 We may deem it necessary or desirable in the future to raise additional capital in order to build our available working capital, to close future acquisitions, to potentially expand the 5511 Building, or to pay other corporate obligations. No guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all.

 If we were ever to 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. If we were to acquire a Cannabis Company that "touches the marijuana plant" in the U.S. or otherwise directly enter the marijuana industry in the U.S., then it would not be possible, under current federal laws and the current policies of NASDAQ and the NYSE, for our common stock to be listed on either of those exchanges at this point in time, even if those exchanges' other listing requirements were met.

 Corporate Information

 Our principal headquarters are located at 14155 Pine Island Drive, Jacksonville, Florida 32224. Our telephone number is (847) 915-2446. Our corporate website address is www. LFTDPartners.com.

 OLCC Review of New Directors of the Company

 Due to our minority ownership interest in Bendistillery and Bend Spirits, the Oregon Liquor Control Commission ("OLCC") has jurisdiction over our directors, officers and significant shareholders. If the OLCC were to refuse to approve any of our directors, officers or significant shareholders, it could disrupt our management and corporate governance, which could materially adversely affect our Company and the trading price of our common stock.

 Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted Merger Agreement

 Registration Rights Agreement

 In connection with our acquisition of Lifted (the "Lifted Merger"), the Company signed a Registration Rights Agreement granting NWarrender, or his assigns, "piggyback" and "demand" registration rights in regard to any and all Company registration statements filed with the SEC on or prior to a termination date set out in the agreement, in order to permit the registration of all 3,900,455 shares of Common Stock issued to NWarrender as Stock Consideration in the Lifted Merger ("Registrable Shares"). The Registration Rights Agreement can be summarized as follows:

 Subject to certain limitations, NWarrender, or his assigns, may demand registration of all or any portion of the Registrable Shares at any time beginning on the 120 th day following the closing of the Lifted Merger. The Company must then file a registration statement within ten days. The Company may postpone for up to 180 days the filing or effectiveness of a registration statement for a demand registration if the board of directors determines in its reasonable good faith judgment that such demand registration would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Company may delay a demand registration hereunder only once in any period of 12 consecutive months.

 No demand registration shall be required where in the judgment of the Company, its legal counsel, and/or SEC guidance and comments the registration would be deemed a primary offering pursuant to Securities Act Rule 415, which is interpreted by the SEC staff to prohibit registrations of stock for resale where the seller is deemed to be engaged in a primary offering of behalf of the issuer. The registration rights agreement shall terminate when no Registrable Shares remain outstanding.

 Repayment of Lifted Merger Related Promissory Note

 On February 24, 2020, we acquired Lifted as a wholly-owned subsidiary for cash and stock paid to Lifted's then owner NWarrender. The $7,500,000 money component of the purchase consideration was paid to NWarrender in the form of $3,750,000 in cash at closing and a $3,750,000 promissory note that accrued interest at the rate of 2% per annum ("$3.75M Note").

 The $3.75M Note was secured by (1) a first lien security interest in all of the assets of the Company and Lifted; and (2) a pledge of: (a) all of the capital stock of Lifted; (b) all of the common stock of Bendistillery, Bend Spirits and Ablis that is owned by the Company; and (c) all of the capital stock of any other entity owned by the Company, Lifted or any of their subsidiaries, pursuant to a Collateral Stock Pledge Agreement between NWarrender, as Secured Party, and the Company and Lifted, as Pledgors.

 On December 30, 2021, the Company repaid all principal and interest due under the $3.75M Note.

 NWarrender kept $1,000,000 of the repayment of the $3.75M Note, plus accrued interest, and on January 3, 2022, reloaned $2,750,000 to LIFD and Lifted at the rate of 2.5% (the "$2.75M Note"). The $2.75M Note payable jointly by the Company and Lifted to NWarrender was secured by a perfected first lien security interest that encumbers 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.

 Stockholders Agreement

 At the closing of the Lifted Merger, NWarrender, GJacobs, and WJacobs entered into a Stockholders Agreement which can be summarized as follows: each of them will vote all shares of our common stock now or hereafter owned or controlled by him as unanimously agreed upon by all three of them, including as to the following matters: election, removal and filling vacancies on our board of directors; our charter and bylaws; employment agreements, consulting agreements, fee agreements, base salaries, bonuses, management bonus pools amounts and calculations, management bonus pool allocations and payments, future stock options or warrants issuances, and any other direct or indirect compensation or benefits of any nature whatsoever; acquisitions; divestitures; and capital raises.

 Executive Employment Agreements

 At the closing of the Lifted Merger, the Company entered into employment agreements with NWarrender to serve as Co-Founder, Vice Chairman and Chief Operating Officer of the Company and as Chief Executive Officer of Lifted, with GJacobs to serve as Chairman, Chief Executive Officer and Secretary of the Company, and with WJacobs to serve as President, Chief Financial Officer and Treasurer of the Company (collectively the "Executive Employment Agreements"), which can be summarized as follows:

 Each of the Executive Employment Agreements is a "rolling" five year employment agreement wherein the executive's employment is effective and shall continue until the fifth anniversary of the commencement of such Executive Employment Agreement, unless terminated. Each of the Executive Employment Agreements shall be deemed to be automatically extended, upon the same terms and conditions, for additional periods of one year (extending the term of such Executive Employment Agreement to five years after each such extension date), unless either party provides written notice of such party's intention not to extend the term of such Executive Employment Agreement at least 90 days' prior to the applicable extension date.

 During the employment term, each executive shall devote substantially all of his business time and attention to the performance of his duties under his Executive Employment Agreement and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the board of directors of the Company; provided, that such executive shall be permitted to continue to participate as an officer of any corporation that owns real estate as of the date of his Executive Employment Agreement with the Company and that is owned by a family trust of which such executive is a grantor or beneficiary, and provided further that such executive, with the prior written consent of the board of directors of the Company shall be permitted to act as a director, trustee, committee member or principal of any type of business, civic or charitable organization and to purchase or own less than 5% of the publicly traded securities of any corporation provided, however, that such ownership represents a passive investment and that such executive is not a controlling person of, or a member of a group that controls, such corporation, and that such activities do not interfere with the performance of such executive's duties and responsibilities to the Company.

 Pursuant to an Omnibus Agreement, commencing January 1, 2022, the Base Salary under each of the Executive Employment Agreements to be paid to GJacobs, WJacobs and NWarrender is $250,000 per year. Prior to entering into the Omnibus Agreement, the annual rate of each executive's base salary under his Executive Employment Agreement was $100,000.

 Each executive shall participate in the Company's annual company-wide management bonus pool, which can be generally described as a cash set-aside for management bonuses of an amount equal to 33% of the amount (if any) by which the Company's actual annual consolidated EBITDA exceeds an annual consolidated EBITDA target amount that is mutually agreed upon between the Chairman of the Compensation Committee of the board of directors, on the one hand, and NWarrender, GJacobs and WJacobs, on the other hand, with the allocation of such management bonus pool to be determined by unanimous written agreement of such three executives. Pursuant to an 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. Please refer to NOTE 12 – COMPANY-WIDE MANAGEMENT BONUS POOL for more information.

 The Company provides to each executive an employee benefits package including fully paid Blue Cross/Blue Shield or equivalent family health, vision and dental insurance, without deductibles. The Company also provides to each executive prompt reimbursement for all documented business-related expenses paid or incurred by such executive in connection with the Company, including but not limited to airfare, rail, taxi, rental cars, parking, tolls, gasoline for business trips, meals, entertainment, hotel, office supplies, mobile phone, internet, hotspot, and postage expenses.

 Each executive's employment may be terminated by either the Company or such executive at any time and for any reason, provided that any termination of such executive's employment by the Company without cause will trigger significant payment obligations by the Company to such executive.

 Impact of the Lifted Merger on GJacobs' and WJacobs' Compensation Agreement

 The Company entered into a Compensation Agreement dated as of June 19, 2019, with GJacobs and WJacobs. The material terms of the Compensation Agreement, as amended on December 1, 2020, but prior to the Omnibus Agreement and the Amended Omnibus Agreement, can be summarized as follows:

 (1) Starting during June 2019 until the closing of the Lifted Merger on February 24, 2020, we paid GJacobs and WJacobs consulting fees of $7,500 and $5,000 per month, respectively. Upon the closing of the Lifted Merger, we entered into Executive Employment Agreements with GJacobs and WJacobs as described in the section above entitled "Executive Employment Agreements";

 (2) The closing of the Lifted Merger triggered obligations of the Company to pay cash bonuses to the Company's CEO GJacobs and to the Company's President and CFO WJacobs of $250,000 and $100,000, respectively, of which as of December 31, 2021 only $50,000 had been paid to GJacobs, and which accrued 2% annual interest on and after January 1, 2021, and of which $8,439 of the bonuses due and payable by the Company to GJacobs were allocated and applied to pay for the aggregate cost of GJacobs' purchasing and exercising certain warrants on August 30, 2021 (see section below titled "Exercise of Warrants by Gerard M. Jacobs");

 (3) Upon demand by GJacobs and WJacobs on or after January 1, 2021, or the first date when we have raised a total of at least $15 million after January 1, 2019, we were obligated to pay GJacobs and WJacobs cash bonuses of $250,000 and $100,000, respectively, plus 2% annual interest accruing on and after January 1, 2021;

 (4) Upon the earlier of December 1, 2021, or the first date when we have raised a total of at least $25 million after January 1, 2019, we were obligated to pay GJacobs and WJacobs cash bonuses of $250,000 and $100,000, respectively;

 (5) The terms of GJacobs' stock options granted by us to purchase shares of common stock of the Company which were set to expire (unless previously exercised) during November 2020 or during September 2021, respectively, have been extended so that all of such stock options may be exercised by GJacobs at any time on or before December 31, 2024;

 (6) We granted to GJacobs and to WJacobs so-called "tag along" registration rights for all of our shares owned by GJacobs, by WJacobs, or by any of their respective affiliates, and for all of our shares issuable to GJacobs, to WJacobs, or to any of their respective affiliates upon the exercise of his or their options or warrants to purchase shares of common stock of the Company; and

 (7) We issued to GJacobs and WJacobs five-year warrants containing a "cashless exercise" feature giving GJacobs and WJacobs (or his designee(s)) the right to purchase 250,000 and 225,000 shares, respectively, of common stock of the Company exercisable at $5.00 per share.

 Liquidity and Capital Resources

 The Company's only wholly owned subsidiary, Lifted, often generates enough free cash flow to allow the Company and Lifted to fund their operations at their current levels and to grow Lifted's business in a conservative, capital-constrained fashion. However, no guarantee or assurance can be given that Lifted's current level of free cash flow will continue in the future, especially in light of U.S. federal, state and local laws, regulations and executive orders that may negatively impact the Company's sales of its products.

 The Company and Lifted have aspirations to grow both organically and via acquisitions. But, to do so may require the Company to raise many millions of dollars of additional capital.

 Currently, management of the Company is reluctant to raise capital by selling equity securities of the Company (common stock and/or convertible preferred stock) at the current trading price per share of the Company's common stock or any lower price per share.

 Even if the Company is able to raise additional capital via borrowing or the sale of equity securities of the Company: (1) the Company is accruing and paying 3% annual dividends on its Series A and Series B Convertible Preferred Stock; and (2) the Company may in the future accrue for a company-wide bonus pool. Additional capital raised by the Company that is used to pay the aforedescribed company-wide bonus pool, or that is used to pay dividends on our outstanding Series A and Series B Convertible Preferred Stock, is collectively referred to as the "Allocated Capital".

 If, notwithstanding these impediments, the Company and/or Lifted is able to raise debt or equity capital that is in addition to the Allocated Capital (the "Growth Capital"), then the Growth Capital would likely be used in connection with one or more of the following: (1) stock buybacks if permitted by the Lender; (2) an expansion of the 5511 Building; or (3) for potential acquisitions.

 While the Company would prefer to engage in 100% stock-for-stock acquisitions, potential acquisition candidates frequently prefer that a significant portion of the acquisition consideration be in cash. Also, the process of conducting a due diligence investigation and audit of potential acquisition candidates can be very expensive and requires cash. Also, some potential acquisitions may only make sense if the Company is in a position to inject cash into the potential acquisition candidates simultaneously with the closing of the acquisitions, in order to pay off accrued liabilities or to provide needed growth capital.

 There is no assurance that the Company and Lifted will be able to obtain the additional Growth Capital needed to accelerate our growth beyond current levels. Our ability to obtain Growth Capital will depend on many factors, such as: whether profitable Cannabis Companies or other companies are interested in merging with us and the pricing and other terms of proposed mergers; interest rates; the level of economic stress on Lifted's distributors and customers; governmental prohibitions, regulations and taxation of hemp-derived cannabinoids such as delta-8-THC and delta-9-THC and of marijuana; investor demand; our performance and reputation; the price of the Company's common stock; and other factors beyond our control.

 Our inability to raise additional Growth Capital could result in the delay or indefinite postponement of our growth objectives.

 There can be no assurance or guarantee that any additional Growth Capital will be available on acceptable terms and conditions, if at all. The lack of availability of additional Growth Capital could have a material adverse effect on our Company and the trading price of our common stock.

 Acquisition Process

 The structure of the Company's participation in business opportunities and ventures will continue to be situational.

 The Company is likely to structure future acquisitions as an acquisition of 100% of a target company's equity ownership interest via a merger that qualifies as a so-called tax-free reorganization, or as an asset purchase. However, in unusual situations, the Company may be willing to consider alternative deal structures.

 In deals that are structured as tax-free reorganizations, it is expected that a majority of the merger consideration paid by the Company will be in the form of newly issued shares of the Company, which could result in substantial dilution to the percentage ownership of our current stockholders.

 The Company's present management and shareholders may not have control of a majority of our voting shares following a merger or purchase of stock. It is possible that the shareholders of the acquired entity or the persons who provide the capital to the Company to finance a merger or purchase of stock will gain control of the Company's voting stock and the Company's directors may resign and new directors may be appointed without any vote by the shareholders. Those directors are entitled to replace the Company's officers without stockholder vote.

 Closing such purchases of stock or so-called tax-free reorganizations may require the Company to raise millions of dollars of capital, in order to pay the cash portion of the acquisition consideration. The Company can provide no assurance or guaranty whatsoever that it will be able to raise such millions of dollars of capital on acceptable terms and conditions, if at all.

 An Investment Committee appointed by the Company's Board of Directors, currently consisting of GJacobs, NWarrender, and WJacobs, will review material furnished to it and will vote whether or not the Investment Committee believes a potential acquisition is in the Company's best interests and the interests of the Company's shareholders. If the Investment Committee votes unanimously to approve a potential acquisition, then such acquisition will be presented to the Board of Directors of the Company for their review and a vote. The Company does not intend to proceed forward with a potential acquisition without the unanimous approval of the Investment Committee and approval by a majority of the Company's Board of Directors.

 The Company intends to source acquisition opportunities through GJacobs, NWarrender, WJacobs, and other directors and their contacts, and in some cases through finders. These contacts include professional advisors such as attorneys and accountants, securities broker dealers, investment bankers and other members of the financial community, other businesses and others who may present solicited and unsolicited proposals. Management believes that business opportunities may become available to us due to a number of factors, including, among others: (1) the Company's ownership of shares in Lifted and other Cannabis Companies; (2) management's historical experience building large public companies; (3) management's contacts and acquaintances; and (4) the Company's flexibility with respect to the manner in which the Company may be able to structure, finance, merge with or acquire any business opportunity.

 Inasmuch as the Company will have limited funds available to search for business opportunities, the Company will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. The Company will, however, investigate, to the extent believed reasonable by the Investment Committee, such potential business opportunities by conducting a so-called "due diligence investigation".

 In a due diligence investigation, the Company intends to obtain and review materials regarding the business opportunity. Typically, such materials will include information regarding a target business' products, services, contracts, management, ownership, and financial information. In addition, the Company intends to cause the Investment Committee to meet personally with management and key personnel of target businesses, ask questions regarding the target businesses' prospects, tour facilities, and conduct other reasonable investigation of the target businesses to the extent of the Company's limited financial resources and management and technical expertise.

 There is no guarantee that the Company can obtain or maintain the funding needed for its operations, including the funds necessary to search for and investigate acquisition candidates, and to close an acquisition including paying the substantial costs of legal, accounting and other relevant professional services. At the present time, due to the facts that billions of dollars of market capitalization have been lost by publicly traded corporations in the cannabis industry, investor sentiment regarding equity or debt capital raises within the cannabis industry seems generally negative. This negative investor sentiment, combined with many other negative macro factors such as inflation, recessionary pressures, global conflicts, supply chain issues and tariffs, regulatory risks, and high interest rates, has made it extremely difficult for the Company to attract Growth Capital on acceptable terms and conditions. The Company can provide no guarantee or assurance as to whether or when such negative investor sentiment might improve.

 In light of significant macro-economic risks, and other domestic and international political, regulatory, and military uncertainties, we generally have pursued a conservative "risk off" mentality regarding the potential issuance of additional common stock of the Company, and regarding the pricing, term and other conditions of potential acquisitions and borrowings by the Company.

 Employees

 GJacobs, our Chairman, Chief Executive Officer and Secretary, manages the Company's operations with the assistance of WJacobs, our Director, President, Chief Financial Officer and Treasurer, and NWarrender, our Vice Chairman and Chief Operating Officer, under the Executive Employment Agreements described above.

 We expect to continue to use consultants, attorneys, accountants, other professionals and independent contractors as necessary.

 Reports to Security Holders

 LFTD Partners Inc. is subject to reporting obligations under the Exchange Act. These obligations include an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports under cover of Form 10-Q, occasional reports under cover of Form 8-K, and other required filings. The public may read and copy any materials LFTD Partners Inc. files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information of the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website ( that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC including LFTD Partners Inc.

 ITEM 1A. RISK FACTORS

 Our business is subject to numerous risks and uncertainties ("Risk Factors"). Certain Risk Factors may have a material adverse effect on our business, financial condition, and results of operations. Investing in our shares involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this Annual Report on Form 10-K, including the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Any of the following risks could have an adverse effect on our business, financial condition, operating results, or prospects and could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. Our business, financial condition, operating results, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

 In the following Risk Factors, the terms "us", "we", "Company," "LFTD Partners" and "Lifted" are meant to include references to LFTD Partners, Lifted (including its collaborations with Cali Sweets, Diamond Supply Co., Extrax NM, and a subsidiary of a large publicly traded marijuana company), future acquisition targets, and future asset purchases and/or joint ventures), Ablis, Bendistillery and Bend Spirits, as appropriate in the context of particular Risk Factors. These Risks Factors may cause our operations to vary materially from those contemplated by our forward-looking statements. These Risk Factors include:

 RISK FACTORS RELATING TO OUR COMPANY AND OUR STOCK

 Because we are operating in a relatively new and evolving industry, we may not be able to successfully manage our business or maintain profitability

 Because Lifted is operating in a relatively new and evolving industry, certain operating and business risks may not be recognized by management before substantial losses are incurred. Lifted's industry, and customer preferences, are constantly and quickly evolving. Consequently, Lifted finds it extremely difficult to predict future sales of its products and to anticipate raw goods needs for future production. This exposes Lifted to the risk that it will need to write off obsolete raw goods and slow-moving finished goods. No assurance or guarantee can be provided that future substantial losses will not occur.

 Our acquisition of Lifted and our prior acquisitions of 4.99% of the outstanding equity of each of Ablis, Bend Spirits and Bendistillery d/b/a Crater Lake Spirits, involve significant risk, and there can be no assurance that the business of Lifted, or 4.99% of the common stock of each of Ablis, Bend Spirits and Bendistillery d/b/a Crater Lake Spirits, will be successful or generate any profit or other financial benefit for our Company. Impairments of some or all of the value of our investments in Lifted, Ablis, Bend Spirits and/or Bendistillery may occur. An inability by LFTD Partners to achieve financial benefit from Lifted, Ablis, Bend Spirits or Bendistillery may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We have incurred substantial losses in the past

 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 as of reported period end. We may incur significant losses in the future for a number of reasons, including the risks described in ITEM 1A. RISK FACTORS, and unforeseen expenses, difficulties, legal or regulatory challenges, complications and delays and other unknown events. Any failure to achieve and sustain profitability may materially adversely affect our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We have substantial ongoing payment obligations

 We have substantial ongoing payment obligations, including payments on our loans from Surety Bank, payroll and benefits, rent and overhead costs, inventory purchases, legal fees and other professional fees, bonuses, preferred stock dividends, other operating expenses, income taxes, excise taxes, and other liabilities. A failure to pay our financial obligations when they become due and payable may materially adversely affect our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We have significant financial risk if our principal depository bank were to become bankrupt or insolvent

 In connection with our loans from Surety Bank, we have agreed that Surety Bank will serve as our principal depository bank. If Surety Bank ever were to become bankrupt or insolvent, we could potentially lose millions of dollars of our cash on hand that is held in our checking and money market accounts at Surety Bank. We do not have insurance covering that risk. That risk may have a material adverse effect on our Company and the trading price of our common stock.

 We are subject to restrictions and covenants under our loans from Surety Bank

 Under the terms of our loan agreements with Surety Bank, we are obligated to comply with certain loan covenants and restrictions, including the following: (1) the ratio of our annual EBIDA (earnings before interest, depreciation and amortization), divided by our scheduled annual debt service payments to Surety Bank, must be 1.5 or higher based on our tax returns, beginning with the 2023 return (although this loan covenant has been waived by Surety Bank in regard to 2024); (2) we must not permit the outstanding principal balance of the $3,000,000 Working Capital Loan to exceed 40% of the fair market value of the collateral securing the Working Capital Loan; and (3) we must maintain our primary operating accounts with a $1,000,000 minimum deposit account balance with Surety Bank for the life of the $910,000 Business Loan. If for any reason we fail to comply with these loan covenants and restrictions, Surety Bank would be entitled to declare a default under the loan agreements. Such a default could have a material adverse effect on our Company and the trading price of our common stock.

 Under the Surety Bank loan agreements, we are also subject to covenants not to take certain actions without the consent of Surety Bank, including such things as:
 not, among other things:

 Become subject to other liens or encumbrances;

 Change ownership of Lifted;

 Enter into a merger, acquisition or divestiture;

 Conduct stock buybacks;

 Serve as a guarantor;

 Wind up, liquidate or dissolve;

 Enter into the purchase, sale, exchange or transfer of property;

 Permit the outstanding principal balance of the Working Capital Loan to exceed 40% of the fair market value of the collateral securing the Working Capital Loan; or

 Directly or indirectly issue, assume or create any additional indebtedness on the collateral.

 If we were to violate any of these negative covenants, Surety Bank would be entitled to declare a default under the loan agreements. Such a default could have a material adverse effect on our Company and the trading price of our common stock.

 We may need to raise substantial amounts of additional capital to pay our ongoing obligations and to pay for our operations

 There is no guarantee that Lifted's operations will generate sufficient free cash flow to allow us to pay our ongoing obligations described in the preceding risk factor. We may need to raise millions of dollars of additional capital just to pay our ongoing obligations. There is no guarantee that we can obtain the funding needed to pay these ongoing obligations on acceptable terms, if at all, and neither our directors, officers, nor any third party is obligated to provide any financing. Failure to raise substantial amounts of additional capital may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be profitable in the future

 We currently have one revenue-generating subsidiary, Lifted. Prior to the acquisition of Lifted on February 24, 2020, we had no sources of revenue, and had a history of recurring losses. We face many risks that could prevent us from achieving profits in future years. We cannot assure you that we will be profitable. Failure to achieve profitability will materially adversely affect our Company and the trading price of our common stock.

 Also, our efforts to grow our business may be more costly than we expect and we may not be able to increase our revenue enough to offset higher operating expenses. We may incur significant losses in the future for a number of reasons, including as a result of unforeseen laws, regulations, restrictions, taxes, expenses, difficulties, complications and delays, the other risks described herein and other unknown events. The amount of any future net losses will depend, in part, on the growth of our future expenses and our ability to generate revenue. Any future losses will have an adverse effect on our stockholders' equity and working capital. Because of the numerous risks and uncertainties associated with producing and selling hemp-derived, psychoactive and potentially nicotine products, as outlined herein, we are unable to accurately predict our future financial results. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. If we are unable to achieve and sustain profitability, the market price of our common stock may significantly decrease and our ability to raise capital, expand our business or continue our operations may be impaired. Our failure to remain profitable would decrease the value of our Company and could impair our ability to raise capital, expand our business, diversify our product offerings and continue our operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The "going concern" qualification in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q adversely impact our potential to raise capital

 Our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q contain a so-called "going concern" qualification. This qualification is attributable to the substantial risk factors associated with our business and the regulatory environment surrounding the industries in which we operate, which at the present time make it very difficult for our management to represent to our auditors that we will be able to continue as a going concern. The presence of the "going concern" qualification in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q adversely impacts our potential to raise debt or equity capital on acceptable terms and conditions, if at all. The foregoing qualification and related risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our future profitability may be significantly reduced by our annual company-wide management bonus pool

 Our future profitability may be significantly reduced by our annual company-wide management bonus pool. Pursuant to the terms of the employment agreements that we have entered into with our senior executives, we have agreed to pay to our senior executives and their designees (who may include employees, contractors, consultants, and directors of our Company) an annual management bonus pool, which will be an aggregate annual amount that is equal to 33% of the amount, if any, by which our earnings before interest, taxes, depreciation and amortization ("EBITDA") in a given calendar year exceeds our EBITDA during the prior calendar year, or 33% of the amount by which our EBITDA in a given calendar year exceeds a target amount that has been mutually agreed upon by the Chairman of our Compensation Committee of our Board of Directors and our senior executives. Depending upon the trajectory of our future growth, if any, in our EBITDA, which potentially could be achieved via mergers that might dilute our existing stockholders, the annual company-wide management bonus pool may turn out to be an extremely large amount of money. The obligation to pay such annual company-wide management bonus pool may materially adversely affect our Company and the trading price of our common stock.

 We are adversely affected by many significant economic, health, safety and financial issues

 Businesses are materially adversely affected by periods of significant economic slowdown or recession, wars, tariffs, pandemics, inflation, deflation, rising interest rates, or a public perception that any of these events are occurring or may occur, which could adversely affect our revenues, results of operations, and cash flow. In addition, as they relate to our proposed acquisitions, the capital and credit markets have experienced volatility and disruption. National and global political, trade, financial and business conditions have experienced difficulties. Access to financing often is negatively impacted. Credit is often limited. In many cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers. Prominent risks include high interest rates, wars, pandemics, supply chain disruptions, regulatory risks, tariffs, energy dislocations and costs, rising health care costs, social and political unrest, safety and health risks, and many other issues. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We could be adversely affected by changes in the economy including inflation

 Our operations, margins, and cash flow could be adversely affected by significant volatility in regard to tariffs, inflation, stress on the consumer, and many other national and international economic factors. We can provide no guarantee or assurance that our Company can successfully navigate these factors. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Our payroll, benefits, sales commissions, rent and other operational costs are significant

 Our operational costs are significant. We now employ over 140 people as employees and independent contractors. Our payroll and benefits costs, including health, dental and vision insurance for employees, are significant. We have expanded into more leased spaces. Our costs for accountants, lawyers and other consultants are significant. Our costs of raw materials, packaging, fulfillment and sales are significant. We have compensation arrangements for our salespeople that include significant commissions that are percentages of their sales. These and other significant operational costs may materially adversely affect our Company and the trading price of our common stock.

 Growth Capital may be unavailable or only available on dilutive, expensive, or otherwise unattractive or risky terms

 The continued expansion of our business will require Growth Capital. For example, from time to time, we may enter into transactions to acquire assets or the capital stock or other equity interests of other entities, and it is likely that closing such transactions will require a significant amount of cash.

 There can be no assurance that Lifted or any other acquisitions that we may make will be profitable or will generate the Growth Capital we need in the future.

 There can be no assurance that we will obtain Growth Capital from third party equity investors. Our ability to obtain Growth Capital from third party equity investors will depend on investor demand, our performance and reputation, market conditions and other factors. Our inability to obtain Growth Capital from third party equity investors could result in the delay or indefinite postponement of our current business objectives or in our inability to continue to carry on our business. Even if Growth Capital is available from third party equity investors, it may only be available on highly dilutive or otherwise unattractive terms and conditions.

 There can be no assurance that we will obtain Growth Capital from debt providers. Even if debt financing is available, it may only be available on very expensive or otherwise unattractive terms and conditions. For example, any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may be operationally burdensome and may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Debt financings may also contain provisions that, if breached, may entitle lenders or their agents to accelerate the repayment of loans or realize upon security over our assets, and there is no assurance that we would be able to repay such loans in such an event or prevent the exercise of rights granted to secured parties pursuant to any such debt financing. Debt agreements may also contain covenant restrictions that limit our ability to operate our business, including restrictions on our ability to invest in our existing facilities, incur additional debt or issue guarantees, create additional liens, repurchase stock or make other restricted payments. As a result of these covenants, our ability to respond to changes in business and economic conditions and to engage in beneficial transactions, including obtaining additional financing and pursuing business opportunities, may be restricted.

 In summary, we cannot assure you that we will be able to raise needed equity or debt capital on commercially acceptable terms, or at all. Delay, disruption, or failure to obtain sufficient financing may result in the delay or failure of our business plans. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our future capital requirements are uncertain

 Our aggregate future capital requirements are uncertain. The amount of capital that we will need in the future will depend on many factors that we cannot predict with any certainty, including: the market acceptance of Lifted's products and services; the amounts of packaging, inventory, employees, space and equipment that will be needed to operate our business and to be able to increase our production to meet consumer demand for our products in the future; the levels of promotion and advertising that will be required to launch Lifted's new products and services and to achieve and maintain a competitive position in the marketplace; our business, product, capital expenditures and technology plans, and product and technology roadmaps; technological advances; our competitors' responses to our products and services; our pursuit of mergers and acquisitions; our relationships with our vendors and customers; and our need to attract and retain talented employees and independent contractors. The terms and conditions, amounts and timing of our capital raises may not be in sync with our capital needs. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The visibility and trading volume of our common stock are low

 The visibility and trading volume of our common stock are low, and any material increase in such visibility and trading volume may depend upon our ability to list our common stock on a recognized stock exchange, but our ability to satisfy the listing requirements for a recognized stock exchange cannot be guaranteed or assured, especially if we acquire a business that "touches the marijuana plant" in the U.S., which would prevent us from listing our common stock on NASDAQ or the NYSE under current law and the current policies of such exchanges. A continued inability to satisfy the listing requirements for a recognized stock exchange could materially adversely affect our Company and the visibility, trading volume, and trading price of our common stock.

 Our common stock lacks a meaningful public market

 At present, only a limited market exists for our common stock with a low average daily trading volume. There is no assurance that a regular trading market will develop and if developed, that it will be sustained. A potential investor may choose not to invest because of the low trading volume in our common stock, and an existing owner of our common stock may be unable to sell our common stock should he or she desire to do so. Or, if an existing owner of our common stock decides to sell our common stock, such sales could drive the price of our common stock significantly lower. Furthermore, it is unlikely that a lending institution will accept our common stock as pledged collateral for loans. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our common stock may never be listed on a recognized national exchange

 Our common stock trades on the OTCQB Venture Market. Even if we do not acquire companies that "touch the marijuana plant" in the U.S., you should not assume that any effort to uplist the trading of our common stock to a recognized national exchange would be successful, or if successful, that compliance with the listing requirements of such recognized national exchange will be maintained, including but not limited to requirements associated with maintenance of a minimum net worth, minimum stock price, minimum number of shareholders, and ability to establish a sufficient number of market makers. A failure or inability to uplist the trading of our common stock to a recognized national exchange, or any failure to maintain compliance with the listing requirements of such recognized national exchange, may materially adversely affect our Company and the trading price of our common stock.

 Unless and until our common stock is approved for listing on a recognized national exchange, many potential investors may be unwilling to purchase our common stock

 Our common stock currently trades on the OTCQB Venture Market. Many funds and other potential investors are unable or unwilling to purchase stocks on the OTCQB Venture Market, being required or simply preferring to purchase stocks that have been approved for listing on a recognized national exchange, such as NASDAQ or the NYSE. Recognizing this situation, we would like to uplist from the OTCQB Venture Market to a recognized national exchange such as NASDAQ, if and when we meet NASDAQ's listing requirements. Unless and until we successfully uplist, potential investor interest in our common stock may be muted, which may adversely affect our company and the trading price of our common stock.

 Our common stock may be considered a "penny stock" and may be difficult to trade

 The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define "penny stock" to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per share and, therefore, may be designated as a penny stock according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, to obtain a written agreement from the purchaser, and to determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may adversely affect the ability of investors to sell our common stock, and may materially adversely affect our business and the trading price of our common stock.

 A return on our securities is not guaranteed

 There is no guarantee that our securities will earn any positive return in the short term or long term. A holding of our securities is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Holding of our securities is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings. This risk may materially adversely affect our Company and the trading price of our common stock.

 Certain stock brokers will not handle our common stock

 Certain stock brokers will not handle our common stock due to the SEC's "penny stock" rules and heightened internal compliance scrutiny. Additionally, we believe that many brokers will not allow stockholders to deposit or hold our stock in their brokerage accounts due to our involvement in the cannabis industry. This has made it difficult for some investors to purchase, deposit, or even maintain holdings of our common stock in brokerage accounts. Further, while hemp is no longer classified as an illegal substance under the Farm Bill, the U.S. Food and Drug Administration ("FDA") continues to regulate cannabis-derived products under the Federal Food, Drug, and Cosmetic Act ("FD&C Act") and Section 351 of the Public Health Service Act. The FDA has raised concerns about the potential health risks of hemp-derived cannabinoids, including delta-8-THC and CBD, particularly regarding possible liver toxicity. The agency has also suggested that certain cannabinoids may be classified as drugs, making their sale without FDA approval potentially unlawful. In deference to the FDA's position, some states and municipalities have imposed restrictions or outright bans on the sale of certain hemp-derived cannabinoid products. If the FDA or other regulatory authorities impose stricter licensing requirements, compliance obligations, or prohibitions on the sale of hemp-derived products, this could further limit investor access to our stock and negatively impact our business operations. These factors, combined with existing brokerage restrictions may materially and adversely affect our Company and the trading price of our common stock.

 Options trading of our common stock is not currently possible

 At the present time, potential investors have no ability to purchase or sell options to trade in our common stock. This situation has made it difficult for some potential investors to accumulate positions in our common stock, or to achieve their desired level of liquidity in their position in our common stock. The foregoing situation may materially adversely affect our Company and the trading price of our common stock.

 Our common stock lacks institutional or analyst support

 Our Company lacks institutional support. In addition, investment banks with research capabilities do not currently follow our common stock. This lack of institutional or analyst support lessens the trading volume and general market interest in our common stock, and may adversely affect an investor's ability to trade a significant amount of our common stock. This lack of institutional or analyst support may materially adversely affect our Company and the trading price of our common stock. Moreover, in the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us or our business downgrade our securities or publish inaccurate or unfavorable research about us or our business, our Company and the trading price of our common stock may be materially adversely affected.

 The public float of our common stock is small

 The public float of our common stock is small, which may limit the willingness or ability of some individuals, funds and institutions to invest in our common stock. This lack of liquidity may materially adversely affect our Company and the trading price of our common stock.

 The trading price of our common stock may be volatile and could drop quickly and unexpectedly

 The stocks of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macro-economic developments in North America and globally, financial crises, pandemics, trade wars, military conflicts, and market perceptions of the attractiveness of particular industries. This volatility may materially adversely affect our Company by making it more difficult to raise capital or complete acquisitions. In addition, securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. Our Company may in the future be the target of similar litigation, and/or litigation associated with the ingredients, formulations, labeling and packaging of products manufactured by Lifted and other acquired Cannabis Companies. Litigation could result in substantial legal fees and other costs and damages and divert our management's attention and resources away from our business. For these reasons and others, quick and unexpected drops in the trading price of our common stock are likely from time to time. Volatility in our common stock price may materially adversely affect our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be damaged by lawsuits

 We are currently involved in multiple legal proceedings, both as a plaintiff and as a defendant, and we anticipate that additional lawsuits may arise in the future. Defending against or pursuing litigation requires significant management time, resources, and financial expenditures, including substantial legal fees and related costs. Ongoing or future legal disputes could divert management's focus from business operations, result in unfavorable judgments or settlements, and create financial uncertainty. These legal risks may have a material adverse effect on our business, financial condition, and the trading price of our common stock.

 Sales of shares of our common stock, or the perception in the public markets that these sales may occur in the future, may cause the trading price of our common stock to fall

 Since the trading volume of our common stock is very low and the amount of our common stock in the public float is very small, any sales or attempts to sell our common stock, or the perception that sales or attempts to sell our common stock may occur, may adversely affect the trading price of our common stock. The market price of our common stock may decline significantly as a result of sales of a large number of shares of our common stock in the market. In addition, if any of our stockholders sells a large number of shares, or if we issue a large number of shares, the market price of our stock may decline.

 Any issuance of additional common stock or common stock equivalents by us would result in dilution to our existing shareholders. Such issuances may be made at a price that reflects a discount to the then-current trading price of our common stock. Moreover, the perception in the public market that stockholders may sell shares of our stock or that we may issue additional shares of common stock may depress the market for our shares and make it more difficult for us to sell equity securities in the future at any time, if at all. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may issue additional shares of common stock, and options and warrants to purchase additional shares of common stock, without stockholder approval, which would dilute the current holders of our common stock.

 Our Board of Directors has authority, without action or vote of our shareholders, to issue shares of common stock, and/or options and warrants to purchase shares of common stock. We may issue shares of our common stock, or options or warrants to purchase shares of our common stock, to complete a business combination or to raise capital, or to incentivize our directors, officers and employees. Such stock issuances, and such issuances of options and warrants, could be made at a price that reflects a discount from the then-current trading price of our common stock. These issuances may dilute our stockholders' ownership interests significantly. These issuances also may have the effect of reducing our stockholders' influence on matters on which our stockholders vote. In addition, our stockholders and prospective investors may incur additional dilution if holders of currently outstanding stock options and warrants exercise those options or warrants to purchase shares of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The rights of the holders of our common stock may be impaired by the potential issuance of preferred stock

 Our certificate of incorporation gives our Board of Directors the right to create one or more new series of preferred stock. As a result, the Board of Directors may, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation or other rights that may adversely affect the voting power and equity interests of the holders of our common stock. Preferred stock, which could be issued with the right to more than one vote per share, could be used to discourage, delay or prevent a change of control of our Company, which may materially adversely affect the price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our common stock may be subject to significant dilution

 Our capital raising may include the sale of significant numbers of shares of our common stock or other securities convertible into our common stock, and may also include the issuance of significant numbers of options, warrants or other securities convertible into shares of our common stock. We also may issue significant numbers of shares of our common stock, or options, warrants, or other securities convertible into shares of our common stock, as a portion of the consideration for acquisitions. We are also likely to issue significant numbers of shares of common stock, options and/or warrants, or rights to purchase warrants, to our officers, directors, employees and/or independent contractors, and to investment bankers and finders, especially in connection with the closing of capital raises and acquisitions, or as incentives to attract and retain talented personnel. Such transactions may significantly increase the number of outstanding shares of our common stock, and may be highly dilutive to our existing stockholders. In addition, the securities that we issue may have rights, preferences or privileges senior to those of the holders of our outstanding common stock. This dilution may have a material adverse effect on our Company and the trading price of our common stock. In addition, we have options, warrants, and rights to purchase warrants, outstanding covering several million shares of our common stock. If all of these millions of options and warrants were to be exercised, the number of outstanding shares of our common stock would increase significantly. Moreover, additional shares may be issued in connection with future acquisition and business operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Raising capital by selling our common stock or convertible preferred stock is difficult to accomplish

 Selling equity is difficult to accomplish in the current market, especially because the prices of stocks of many publicly traded Cannabis Companies have experienced significant declines during the past few years. This difficulty may make future acquisitions either unlikely, or too difficult and expensive. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Raising capital by selling our common stock or convertible preferred stock could be expensive

 If we were to raise capital by selling common stock or securities convertible into common stock, it could be expensive. Many potential purchasers of equity securities in micro-cap and small-cap publicly traded companies with extremely low trading volumes are only willing to purchase at a significant discount to the trading price of the common stock of such companies. In addition, we may be required to pay cash fees and/or fees in the form of warrants equal to 7% or more of the gross sales proceeds raised, in addition to legal, accounting and other fees and expenses. In addition, when it becomes known within the investment community that an issuer is seeking to raise equity capital, it is common for the common stock of that issuer to be sold off in the market, lowering the trading price of the issuer's common stock in advance of the pricing of the issue. This may make our raising capital by selling equity securities significantly more expensive. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Debt financing is difficult to obtain and could be expensive

 Debt financing is difficult to obtain in the current credit markets, especially for Cannabis Companies and companies involved in the hemp-derived, psychoactive and nicotine industries. This difficulty may make future acquisitions either unlikely, or too difficult and expensive. Providers of debt may also be issued options, warrants, or rights to purchase warrants, to purchase shares of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Raising capital by borrowing could be risky

 If we were to raise capital by borrowing amounts to fund our operations or for additional acquisitions, that would be risky. Interest rates charged to Cannabis Companies typically are high, and often have short terms. Cash is required to service the debt and ongoing covenants and negative covenants are typically employed which can restrict the way in which we operate our business. If the debt comes due either upon maturity or an event of default, we may lack the resources at that time to either pay off or refinance the debt, or if we are able to refinance, the refinancing may be on terms that are less favorable than those originally in place, and may require additional equity or quasi-equity accommodations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our financing decisions may be made without stockholder approval

 Our financing decisions and related decisions regarding levels of debt, capitalization, distributions, acquisitions and other key operating parameters are determined by our Board of Directors in its discretion, in many cases without any notice to or vote by our stockholders. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our investor relations efforts may not be successful

 Our investor relations efforts may not be successful. At the present time, due to the facts that billions of dollars of market capitalization have been lost by publicly traded corporations in the cannabis industry over the past few years, investor sentiment regarding equity or debt capital raises by Cannabis Companies is negative. This negative investor sentiment, combined with many other negative macro factors such as inflation, global conflicts, supply chain issues, tariffs, and high interest rates, has made it extremely difficult for the Company to attract Growth Capital on acceptable terms and conditions. The Company can provide no guarantee or assurance whatsoever that this profoundly negative investor sentiment could be reversed by traditional investor relations efforts. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 High interest rates may have an adverse effect on the trading price of our common stock

 High interest rates may tend to make our common stock less attractive relative to other investments. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Taxes and regulatory compliance costs may reduce our margins

 Costs resulting from changes in or new income taxes, value added taxes, service taxes, sales and use taxes, excise taxes, taxes associated with Section 280E of the U.S. Internal Revenue Code, and other taxes, and the costs of managing compliance with taxes and regulatory matters, may adversely affect our margins. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Tax interpretations and changes in tax regulations and legislation may adversely affect us

 Tax interpretations, regulations and legislation in the various jurisdictions in which we operate are subject to measurement uncertainty and the interpretations can impact net income, income tax expense or recovery, and deferred income tax assets or liabilities. Tax rules and regulations, including those relating to foreign jurisdictions, are subject to interpretation and require judgment by us that may be challenged by the applicable taxation authorities upon audit. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits may significantly impact the amounts provided for income taxes in our consolidated financial statements.

 Moreover, the IRS or other taxing authorities may claim that certain hemp-derived cannabinoids, such as THC-O, are illegal, and the IRS or other taxing authorities may attempt to disallow the tax deductions of expenses related to those certain products pursuant to Section 280E of the U.S. Internal Revenue Code. Defending ourselves in this sort of matter, or in other matters brought before us by the IRS or by other taxing authorities, may impose significant burdens upon our management's time and resources, and may require us to expend significant fees on consultants, lawyers and accounting professionals. No guarantee or assurance can be given that Lifted will be successful in any disputes or litigation against the IRS or other taxing authority, and any losses in such disputes or litigation could result in significant additional taxes and penalties becoming due and payable, which could materially adversely affect our Company's balance sheet, net worth and liquidity, and could trigger defaults under our loans from Surety Bank.

 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 requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the U.S. Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. 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 IRS and Treasury Department. The Treasury Department, the IRS, and other standard-setting bodies will continue to interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered. As future guidance is issued, we may make adjustments to amounts that we have previously recorded that may materially impact our financial statements in the period in which the adjustments are made. Additionally, further guidance may be forthcoming from the Financial Accounting Standards Board ("FASB") and SEC, as well as regulations, interpretations and rulings from state tax agencies, which could result in additional impacts, possibly with retroactive effect. Any such changes or potential additional impacts could adversely affect our business and financial condition. These or other changes in U.S. tax laws could impact our profits, effective tax rate, and cash flows.

 In addition, we may periodically restructure our legal entities and/or engage in mergers, and if taxing authorities were to disagree with our tax positions in connection with any such restructurings or mergers, our effective tax rate may be materially affected. In connection with such restructurings, we may also incur additional charges associated with consulting fees and other charges.

 In addition, changes in tax interpretations and changes in tax regulations and legislation may impose significant burdens upon our management's time and resources, and may require us to expend significant additional amounts on accounting, tax, legal and other matters.

 All of the foregoing risks may materially adversely affect our Company and the trading price of our common stock.

 We are adversely affected by regulatory uncertainties

 Regulatory uncertainties regarding Cannabis Companies, and potential adverse changes in federal and state laws and government regulations, materially adversely affect our business and the trading price of our common stock. This risk is especially important relative to the hemp-derived, marijuana, psychoactive products and nicotine products industries, which are controversial socially, scientifically and legally. The foregoing risk may materially adversely affect our Company and the trading price of our common stock.

 Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs

 Taxes imposed on the sale of certain of our products by federal, state, and local governments in the United States, or other countries in which we operate could cause consumers to shift away from purchasing our products. This risk may materially adversely affect our Company and the trading price of our common stock.

 A small number of stockholders have significant influence over us

 A small number of our stockholders and members of our board of directors and management acting together are able to exert significant influence over us through their ability to influence the election of directors and all other matters that require action by our stockholders. The voting power of these individuals may have the effect of preventing or delaying a change in control of our Company which they oppose even if our other stockholders believe it is in their best interests.

 In addition, our shareholders have authorized GJacobs to seek shareholders agreements and/or proxies from other parties, including potential future capital sources and the owners of potential future acquisition candidates. Pursuant to this authorization, GJacobs has signed a Stockholders Agreement with our largest stockholder, NWarrender, and with WJacobs, that will ensure that all 3,900,455 shares of our common stock issued to NWarrender in the Lifted Merger, and the many shares of our common stock owned and controlled by GJacobs and WJacobs, will be voted in concert on the election of directors, compensation matters, acquisitions and divestitures, capital raises, and other significant matters.

 Accordingly, our officers GJacobs, WJacobs and NWarrender, voting together, have substantial influence over our policies and management. We may take actions supported by the three of them that may not be viewed by some stockholders to be in our best interest, or the three of them could prevent or delay a change in our control which they oppose even if our other stockholders believe it is in their best interests. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 State law and our articles of incorporation and bylaws help preserve insiders' control over us

 Provisions of Nevada state law, our articles of incorporation and bylaws may discourage, delay or prevent a change in our management team that stockholders may consider favorable. These provisions may include: (1) authorizing the issuance of "blank check" preferred stock without any need for action by stockholders; (2) permitting stockholder action by written consent; and (3) establishing advance notice requirements for nominations for election to the board of directors, or for proposing matters that can be acted on by stockholders at stockholder meetings. These provisions, if included in our articles of incorporation or by-laws, could allow our board of directors to affect an investor's rights as a stockholder since our board of directors could make it more difficult for preferred stockholders or common stockholders to replace members of the board of directors. Because the board of directors is responsible for appointing the members of the management team, these provisions may in turn affect any attempt to replace the current or future management team. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Retaining and attracting directors and officers may be expensive

 We cannot make any assurances regarding the retention of our current directors and officers. We do not currently have any director and officer liability insurance, which is a disincentive to serving as a director or officer of our Company. Some of our directors and officers may resign upon our raising money, upon our consummation of a business combination, or otherwise. Attracting new directors and officers, and retaining our current directors and officers, may be expensive. Certain other publicly traded companies pay their directors and officers significantly more than we do. The costs of future cash, bonus and equity incentives to retain and attract directors and officers may materially adversely affect our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We indemnify our directors and officers, and certain other parties

 Our bylaws specifically limit the liability of our officers and directors to the fullest extent permitted by law. As a result, aggrieved parties may have a more limited right to action than they would have had if such provisions were not present. The bylaws also provide for indemnification of our officers and directors for any losses or liabilities they may incur as a result of the manner in which they operated our business or conducted internal affairs, provided that in connection with these activities they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, our best interest. In the ordinary course of business, we also may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, independent contractors and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. We may also agree to indemnify former officers, directors, employees and independent contractors of acquired companies in connection with the acquisition of such companies. Such indemnification agreements may not be subject to maximum loss clauses. It is not possible to determine the maximum potential amount of exposure in regard to these obligations to indemnify, due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular situation. Use of our capital or assets for such indemnification would reduce amounts available for Company operations or for other purposes, which may materially adversely affect our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We do not expect to pay dividends to holders of our common stock

 For the foreseeable future, it is anticipated that earnings, if any, which may be generated from our operations will be used to finance our growth and that dividends may not be paid to the holders of our common stock. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Our cost of being a publicly traded company will increase as our business operations expand

 As we grow, our management expenses, legal, consulting and accounting fees, and other costs associated with being a publicly traded company will continue to increase. In the past, we have hired additional employees and professionals in order to improve our internal financial controls and accurate financial reporting, and otherwise to comply with the requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). From time to time, the Company has 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; we expect the services of this consulting firm to be costly. Our management expenses, legal and accounting fees, and other costs associated with being a publicly traded company are expected to increase. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Decreased effectiveness of stock options and warrants could adversely affect our ability to attract and retain employees

 We expect to use stock options, warrants, and/or rights to purchase warrants to purchase common stock as key components of our employee compensation program in order to align employees' interests with the interests of our stockholders, encourage employee retention, and to provide competitive compensation packages. Volatility or lack of positive performance in our common stock price may adversely affect our ability to retain key employees or to attract additional highly-qualified personnel. At any given time, a portion of our outstanding employee stock options, warrants, and/or rights to purchase warrants to purchase common stock may have exercise prices in excess of our then-current common stock trading price, or may have expired worthless. To the extent these circumstances occur, our ability to retain employees may be adversely affected. As a result, we may have to incur increased compensation costs, change our equity compensation strategy, or find it difficult to attract, retain and motivate employees. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The issuance of shares of Deferred Contingent Stock pursuant to the terms of the Lifted Merger could reduce our earnings and stock price

 Pursuant to the terms of the Lifted Merger, a total of 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the "Deferred Contingent Stock") payable after the third anniversary of the Lifted Merger to certain employees of Lifted and the Company who have been specified by NWarrender in his discretion (the "Deferred Contingent Stock Recipients"), subject to certain conditions and requirements. The issuance of Deferred Contingent Stock increases the number of outstanding shares of our common stock, and thereby decreases our earnings per share. And, the potential sale of Deferred Contingent Stock by the Deferred Contingent Stock Recipients may depress the trading price of our common stock. As of December 31, 2024, 503,000 shares of Deferred Contingent Stock have been issued to the Deferred Contingent Stock Recipients and there were 142,000 shares of Deferred Contingent Stock that are issuable at the direction of the Deferred Contingent Stock Recipients. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 RISK FACTORS RELATING TO ACCOUNTING AND INTERNAL FINANCIAL CONTROLS

 Tax and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply with any such changes

 We are subject to numerous tax and accounting requirements, and changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a significant adverse effect on our financial results, our financial and operational resources, and the manner in which we conduct our business or the marketability of any of our products. We plan to expand our operations in the future. These operations, and any expansion thereto, will require us to comply with the tax laws and regulations of multiple jurisdictions, within and outside of the United States of America, which may vary substantially. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject us to penalties and fees in the future if we fail to comply. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may have exposure to greater than anticipated tax liabilities, which may harm our business

 We may be subject to tax audits by federal, state, and local tax authorities, both within and outside of the United States of America. Any adverse outcome from a tax audit could seriously harm our business. In addition, determining our tax liabilities requires significant judgment by management, and there may be transactions where the ultimate tax determination is uncertain. Although we believe that the tax liabilities recorded in our financial statements are reasonable, the ultimate tax outcome relating to such amounts may differ for such period or periods and may seriously harm our business. Furthermore, due to shifting economic and political conditions, tax policies, laws, or rates in various jurisdictions, we may be subject to significant changes in ways that impair our financial results. Our results of operations and cash flows may be adversely affected by additional taxes imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with any collection obligations or failure to provide information for tax reporting purposes to various government agencies. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We incur increased costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives

 As a public company, we incur significant legal, accounting, consulting and other expenses. In addition, the Sarbanes-Oxley Act, and rules implemented by the SEC, impose various requirements on public companies, including requirements to file annual, quarterly and event-driven reports with respect to our business and financial condition and operations and to establish and maintain effective disclosure and financial controls and corporate governance practices. Our management and other personnel may fail to improve or maintain effective internal controls over financial reporting ("ICFR") and disclosure controls and procedures ("DCP") necessary to ensure timely and accurate reporting of operational and financial results. Our management team has to devote a substantial amount of time to these compliance initiatives, and we may need to hire additional personnel to assist us with complying with these requirements. Moreover, these rules and regulations have increased and will continue to increase our legal and financial compliance costs and will make some activities more time consuming and costly. As mentioned above, from time-to-time, the Company has 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 services of this consulting firm are costly.

 Pursuant to Section 404 of the Sarbanes-Oxley Act ("Section 404"), we will be required to furnish a report by our management on our ICFR, which, after we have met certain requirements, must be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, which is both costly, time-consuming and challenging. In this regard, we will need to continue to dedicate internal resources and adopt a detailed work plan to assess and document the adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for ICFR. Despite our efforts, there is a risk that we will not be able to conclude within the prescribed timeframe that our ICFR is effective as required by Section 404. This may result in one or more material weaknesses in our ICFR, which may cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which may have a material adverse effect on our Company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Management may not be able to successfully implement adequate internal controls over financial reporting

 We are subject to various SEC reporting and other regulatory requirements. Management is responsible for establishing and maintaining adequate internal control over financial reporting.

 As defined in Rules 13a-15(f) and 15d(f) under the Exchange Act, internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Proper systems of ICFR and disclosure are critical to the operation of a public company. However, management may not be able to successfully establish and maintain effective internal controls over financial reporting, and our DCP or ICFR may not prevent all errors and all fraud. Due to complications associated with organic growth and acquisitions, and with modifications to internal control over financial reporting and other policies and procedures associated with many factors, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or operations, or that the degree of compliance with the policies or procedures may deteriorate. Our efforts to remediate material weaknesses may not be effective or prevent future material weaknesses or significant deficiencies in our internal control over financial reporting. It is not expected that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. We cannot guarantee that we will not have a material weakness in our internal controls in the future.

 We anticipate that sometime in the future, we are going to be subject to having our internal financial controls audited by our outside accounting firm pursuant to the Sarbanes-Oxley Act. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retrospective changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information.

 We are making, and are continuing to make, efforts to design, implement and document these internal financial controls, but these internal financial controls are complicated, time-consuming and expensive. Our internal financial controls are not complete, and additional work is required, which will continue to require substantial expenditure of management time and consulting fees. If the internal financial controls are deemed to not have been designed properly, or if they are not documented properly, or if they are implemented improperly or inadequately documented or deemed to be ineffective, our internal financial controls may not be approved by our outside auditors, and consequently our reputation may be damaged, or we may be subject to scrutiny by regulators or investors. If we experience any material weakness in our internal controls in the future, our financial statements may contain misstatements and we may be required to restate our financial statements. If we cannot provide reliable financial reports or prevent fraud, or if we are required to restate our financial statements, our reputation and operating results may be materially and adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 RISK FACTORS RELATING TO LFTD PARTNERS, LIFTED (INCLUDING ITS COLLABORATIONS WITH CALI SWEETS, DIAMOND SUPPLY CO., EXTRAX NM, A SUBSIDIARY OF A LARGE PUBLICLY TRADED MARIJUANA COMPANY), BENDISTILLERY, BEND SPIRITS, ABLIS AND FUTURE ACQUISITION TARGETS, FUTURE ASSET PURCHASES AND/OR JOINT VENTURES (COLLECTIVELY, "LIFTED")

 The delay in Lifted's receipt of payments from certain customers have increasingly become an issue for Lifted

 The delay in Lifted's receipt of payments from certain customers – primarily distributors – have increasingly become an issue for Lifted. Certain customers have become slower to pay Lifted for purchased product ("Slow Paying Customers"), and the Slow Paying Customers disregard payment terms. Management speculates that some Slow Paying Customers may be slow-paying Lifted because of their own sales collection issues, which may in part be caused by the regulatory uncertainty over our industry. As described below in the Accounts Receivable section under NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, the Company has an accounting protocol which effectively causes the Company to recognize an allowance for doubtful accounts for all invoices older than 90 days. Consequently, the delay in Lifted's receipt of payments from certain customers has a direct impact on the Company's net receivables, net income, and earnings per share. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Write offs of inventory continue to be significant for Lifted

 Write offs of inventory continue to be significant for Lifted. Because consumers' demands change very quickly, Lifted may find it necessary to write off certain raw goods because they will no longer be used in production. Or, if consumers are no longer interested in certain products, and the finished goods are slow-moving, those finished goods are written off. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's collaborations with third-party companies may be unprofitable and fail

 Collaborations with third-party companies may be unprofitable and fail. Factors that may contribute to failed, unprofitable collaborations include, but are not limited to:

 1)

 Leadership absent from planning/update calls;

 2)

 Inequality in regard to each side's contributions to the collaborations, financial or otherwise;

 3)

 Lack of cooperation;

 4)

 Disagreement on topics such as formulation, product presentation, production needs, pricing, packaging, and marketing;

 5)

 Micro-management to the point of annoyance or resentment of the other party, and operational inefficiency;

 6)

 Lack of communication;

 7)

 Lack of fulfillment of monetary obligations;

 8)

 Limited or no ability to publicly announce the collaboration or the results of the collaboration;

 9)

 Forced recalls;

 10)

 Disclosure of Lifted's suppliers and distributors; and

 11)

 Self-imposed testing requirements that are too stringent and cause delays in the launching of products, or testing results that cause products not be launched

 The above factors are some of the reasons why Lifted's collaborations with third-party companies may be unprofitable and fail, or may be unworkable. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The FDA has not approved any of Lifted's products, and Lifted could face cease and desist letters, lawsuits or other enforcement actions by the FDA or DEA

 Our hemp-derived products are not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of a disease or condition. Lifted has not applied to the FDA for any approvals of any of Lifted's products, and may never do so. The FDA has not approved any of Lifted's products for any purpose, and may never do so. Lifted may be subject to cease and desist letters, lawsuits or other enforcement actions by the FDA or the DEA for failure to obtain FDA or DEA approval of its products, or for Lifted's packaging, labeling, advertisements and promotions of its products without any FDA or DEA approvals. For example, the FDA might take action against Lifted alleging that Lifted has engaged in the promotion of an unapproved drug. Historically, the FDA has issued cease and desist letters, filed lawsuits and taken enforcement actions against Lifted and other companies selling products that are similar to the products that Lifted sells. Defending cease and desist letters, lawsuits or other enforcement actions by the FDA or DEA may cause Lifted and LFTD Partners to expend a great deal of management time and legal fees. Any cease and desist letters, lawsuits or other enforcement actions by the FDA or DEA may have a material adverse effect on our company and the trading price of our common stock. There can be no guarantee or assurance whatsoever that the FDA's or the DEA's regulatory concerns about hemp-derived products will be resolved favorably for the hemp derived products industry. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners because the FDA has not approved Lifted's products for any medical purpose, or because the FDA or DEA has issued cease and desist letters, or brought lawsuits or other enforcement actions against Lifted, or for other reasons associated with the formulation, packaging, labeling, lab testing, advertising, promotion, medical claims, ineffectiveness, or other characteristics of Lifted's products

 Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners for many different reasons, such as: (1) Lifted has not applied to the FDA for any approvals of any of Lifted's products, and may never do so; (2) The FDA has not approved any of Lifted's products for any medical purpose, and may never do so; (3) Lifted may be subject to cease and desist letters, lawsuits or other enforcement actions by the FDA for failure to obtain FDA approval of its products, or for Lifted's packaging, labeling, advertisements and promotions of its products without any FDA approvals. For example, the FDA might take action against Lifted alleging that Lifted has engaged in the promotion of an unapproved drug. The FDA has issued cease and desist letters, filed lawsuits and taken enforcement actions against Lifted and other companies selling cannabinoid products that are similar to Lifted's products; (4) Lifted may be subject to cease and desist letters, lawsuits or other enforcement actions by the DEA alleging that Lifted's products are illegal; and (5) Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners for other reasons associated with the formulation, packaging, labeling, lab testing, advertising, promotion, medical claims, ineffectiveness, or other characteristics of Lifted's products. Defending any lawsuits by investors may cause Lifted and LFTD Partners to expend a great deal of management time and legal fees. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners due to drops in the trading price of LFTD Partners' common stock triggered by FDA or DEA cease and desist letters, lawsuits or enforcement actions against Lifted

 Our common stock has relatively low trading volume, and the trading price is volatile. FDA or DEA cease and desist letters, lawsuits or enforcement actions against Lifted may cause drops in the trading price of LFTD Partners' common stock. Defending lawsuits by investors may cause Lifted and LFTD Partners to expend a great deal of management time and legal fees. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may become subject to FDA or Bureau of Alcohol, Tobacco, Firearms and Explosives regulation

 Cannabis remains a Schedule I controlled substance under U.S. federal law. If the federal government reclassifies cannabis to a Schedule III controlled substance, it is possible that the FDA would seek to regulate cannabis under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations, including good manufacturing practices, related to the growth, cultivation, harvesting and processing of medical cannabis. Clinical trials may be needed to verify the efficacy and safety of cannabis.

 It is also possible that the FDA would require facilities where medical use cannabis is grown to register with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, the impact they would have on the cannabis industry is unknown, including the costs, requirements and possible prohibitions that may be enforced. If the Company is unable to comply with the potential regulations or registration requirements prescribed by the FDA, it may have an adverse effect on the Company's business, prospects, revenue, results of operation and financial condition. It is also possible that the federal government could seek to regulate cannabis under the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives. The Bureau of Alcohol, Tobacco, Firearms and Explosives may issue rules and regulations related to the use, transporting, sale and advertising of cannabis or cannabis products, including smokeless cannabis products. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The Preventing Online Sales of E-Cigarettes to Children Act may have a material adverse effect on certain portions of Lifted's online sales

 The "Consolidated Appropriations Act, 2021" signed into law on December 27, 2020, includes the Preventing Online Sales of E-Cigarettes to Children Act, which extends the Jenkins Act and Prevent All Cigarette Trafficking Act ("PACT") to cover all electronic nicotine delivery system ("ENDS") products, including related accessories that do not contain nicotine (collectively, the "Amended PACT Act"). Under the Amended PACT Act, the United States Postal Service ("USPS") was required to impose new restrictions that prohibit the shipping of ENDS products through USPS no later than April 2021. The Amended PACT Act also imposes a number of stringent requirements for online sales. As of March 27, 2021, online vape retailers were required to: (1) engage in third party identity verification for all sales; (2) use a shipping service that verifies age at delivery; (3) follow all Amended PACT Act shipping requirements; (4) register with the US Attorney General; (5) register with the tobacco tax administrator of any state in which products are sold; (6) collect all applicable local taxes; (7) share all transactions for a state with that state's tax administrator following that state's reporting rules; and (8) maintain records of any delivery interruptions or incomplete deliveries due to failure to confirm identity for five years.

 These requirements are applicable to certain portions of Lifted's online sales, and cause the online sale and delivery of certain of Lifted's products to be restricted. The state-by-state reporting requirements of the Amended PACT Act are time-consuming. No assurance or guarantee whatsoever can be provided that the Amended Pact Act will not have a material adverse impact on a portion of Lifted's future online sales. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We could be subject to litigation that includes claims under RICO

 The Racketeer Influenced Corrupt Organizations Act ("RICO"), which was originally designed to give prosecutors an additional tool to prosecute organized crime, is now sometimes being weaponized against cannabis companies, as Plaintiff's attorneys sometimes add so-called "RICO" claims to ordinary commercial litigation in the cannabis industry. For example, Lifted and certain executives were recently sued by the same plaintiff's attorney in two ordinary commercial lawsuits, and such plaintiff's attorney chose to add RICO claims to the complaints in those cases. In one case, the judge has recently dismissed those RICO claims with prejudice. In the other case, Lifted intends to seek dismissal of the RICO claims. While we flatly deny that our Company has or is engaged in any "racketeering" activities, no assurance or guarantee can be given that RICO claims will not continue to be asserted either by plaintiff's attorneys or by criminal prosecutors. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Shipping companies may be unwilling to serve Lifted

 The Amended PACT Act has spurred shipping companies to terminate their relationships with Lifted because the shipping companies are unwilling to ship or mail ENDS products on behalf of Lifted. The loss of reliable and consistent shipping companies negatively impacts Lifted's ability to serve its customers, and thus Lifted's financial results are negatively impacted. Moreover, the fewer shipping/mailing companies that are willing to ship/mail products on behalf of Lifted, may cause shipping/mailing to become prohibitively expensive, causing lost sales. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Pandemics or disease outbreaks, such as the coronavirus, may disrupt consumption and trade patterns, supply chains, and production processes, which may materially affect Lifted's operations and results of operations

 A public health epidemic, such as the COVID-19 pandemic that began in 2020, or the fear of a potential epidemic or pandemic, poses the risk that we or our employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns or other preventative measures that may be requested or mandated by governmental authorities, or the risk that our access to employees, raw materials supply, manufacturing, distribution, transportation, sales, collections, insurance, banking relationships, cash flow, customers or other important aspects of our business could be seriously disrupted. There can be no assurances that we will be allowed to operate during any future actual or anticipated epidemic disease outbreak or pandemic. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted, Cannabis Companies, or the hemp-derived, marijuana, psychoactive and nicotine industries more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception

 The hemp-derived, marijuana, psychoactive and nicotine industries are highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy and quality of the hemp-derived, marijuana, psychoactive and nicotine products sold to consumers. The perception of the hemp-derived, marijuana, psychoactive and nicotine products industries, and hemp-derived, marijuana, psychoactive and nicotine products, currently and in the future, may be significantly influenced by scientific research or findings, regulatory investigations, litigation, political statements, media attention and other publicity (whether or not accurate or with merit) relating to the consumption of hemp-derived, marijuana, psychoactive or nicotine products, including unexpected safety or efficacy concerns arising with respect to hemp-derived, marijuana, psychoactive or nicotine products or the activities of industry participants. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media or governmental attention or other research findings or publicity will be favorable to the hemp-derived, marijuana, psychoactive or nicotine markets. Adverse future scientific research reports, findings and regulatory proceedings that are, or litigation, media attention or other publicity that is, perceived as less favorable than, or that questions earlier research reports, findings or publicity (whether or not accurate or with merit) may result in a significant reduction in the demand for Lifted's products. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of hemp-derived, marijuana, psychoactive or nicotine products, or of Lifted's products specifically, or associating the consumption of hemp-derived, marijuana, psychoactive or nicotine products with illness or other negative effects or events, may adversely affect Lifted. This adverse publicity may arise even if the adverse effects associated with hemp-derived, marijuana, psychoactive or nicotine products resulted from consumers' failure to use such products legally, appropriately or as directed. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Nicotine is an addictive chemical and governmental health authorities want to curb its use

 Nicotine is a highly addictive chemical, and governmental health authorities want to curb its use, especially by minors. Nicotine products are subject to extensive scrutiny, regulations, restrictions and/or prohibition by governmental health authorities in order to curb nicotine use. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Many nicotine products have been linked to cancer

 Many nicotine products such as cigarettes and cigars have been linked to lung, mouth, throat and other cancers. If Lifted's nicotine-containing products are perceived by government health authorities, or proven by scientific studies, as being carcinogenic, then such products could be subject to regulations, restrictions and/or prohibitions by governmental health authorities in order to prevent cancer. Governmental regulations may already prohibit or require warning labels to be displayed on such products in certain jurisdictions. Lawsuits related to the use of such products may also occur. Such governmental regulations, restrictions and/or prohibitions by governmental health authorities, and such lawsuits, may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Some vaping products may have been linked to deaths and illnesses

 Federal, state and local authorities are investigating deaths and illnesses apparently related to vaping. We can provide no guarantees or assurances that nicotine products, vapes, e-liquids and electronic cigarettes will not be prohibited, banned and/or heavily regulated in response to these deaths and illnesses, nor that Lifted will not be sued by customers who use Lifted's nicotine products, vapes, e-liquids and electronic cigarette products. Prohibition, banning or regulation of such products, or lawsuits related to the use of Lifted's products, may have a material adverse effect on our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted is not able to comply with all safety, health and environmental regulations applicable to its operations and industry, Lifted may be held liable for any breaches of those regulations

 Safety, health and environmental laws and regulations may affect aspects of Lifted's operations, including product development, working conditions, waste disposal, emission controls, the maintenance of air and water quality standards and land reclamation, and, with respect to environmental laws and regulations, impose limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Lifted may also follow other standards for the conduct of its operations and may be subject to ongoing compliance inspections in respect of these standards. Compliance with safety, health and environmental laws and regulations may require significant expenditures, and failure to comply with such safety, health and environmental laws and regulations may result in the imposition of fines and penalties, the temporary or permanent suspension of operations, the imposition of clean-up costs resulting from contaminated properties, the imposition of damages and the loss of or refusal of governmental authorities to issue permits or licenses to Lifted or to certify Lifted's compliance with good manufacturing practices ("GMP") standards. Exposure to these liabilities may arise in connection with Lifted's existing operations, its historical operations and operations that it may undertake in the future. Lifted could also be held liable for worker exposure to hazardous substances and for accidents causing injury or death. There can be no assurance that Lifted will at all times be in compliance with all safety, health and environmental laws and regulations notwithstanding Lifted's attempts to comply with such laws and regulations.

 Changes in applicable safety, health and environmental standards may impose stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for Lifted and its officers, directors, employees and independent contractors. Lifted may not be able to determine the specific impact that future changes in safety, health and environmental laws and regulations may have on its industry, operations and/or activities and our resulting financial position; however, Lifted may anticipate that capital expenditures and operating expenses may increase in the future as a result of the implementation of new and increasingly stringent safety, health and environmental laws and regulations. Further changes in safety, health and environmental laws and regulations, new information on existing safety, health and environmental conditions or other events, including legal proceedings based upon such conditions or an inability to obtain necessary permits in relation thereto, may require increased compliance expenditures by Lifted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Obtaining GMP certification may be expensive and time-consuming

 Obtaining GMP certification may be expensive and consuming of management's time. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be unable to obtain GMP certification, and as a result, may lose business opportunities and/or existing customers

 Certain potential, or existing customers, of Lifted's products may require that Lifted's products are manufactured in a facility that has obtained GMP certification. Lifted may be unable to obtain GMP certification, and thus may lose these potential business opportunities and/or existing customers. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may lose profits or become subject to liability arising from any breach of contract or fraudulent or illegal activity by our suppliers, testing labs, employees, independent contractors, consultants and others

 Lifted is exposed to the risk that its suppliers, testing labs, employees, independent contractors, consultants, service providers, business partners and licensors may engage in breach of contract or fraudulent, disreputable or other illegal activity. Misconduct by these parties could include, but is not limited to, intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on Lifted's behalf or in Lifted's service, that violate: (1) confidentiality agreements; (2) other contracts; (3) government regulations; (4) manufacturing standards; (5) laws that require the true, complete and accurate reporting of financial information or data; or (6) Lifted's agreements with insurers. Or, an individual or company may illicitly replicate Lifted's products and attempt to sell these knock-off products as Lifted or as Lifted's agent. Consequently, Lifted could be exposed to the loss of sales, revenue and profits, class action and other litigation, increased governmental inspections and related sanctions, the loss of any compliance certifications or the inability to obtain future compliance certifications, and reputational or brand damage as a result of prohibited activities that are undertaken without Lifted's knowledge or permission and contrary to Lifted's confidentiality agreements, contracts, internal policies, procedures and operating requirements. Lifted may be required to expend substantial time, effort and legal fees in order to address such situations.

 Lifted may not always identify and prevent misconduct by its suppliers, testing labs, employees, independent contractors, consultants, service providers, business partners and licensors, and the precautions taken by Lifted to detect and prevent this activity may not be effective in controlling unknown, unanticipated or unmanaged risks or losses or in protecting Lifted from governmental investigations or other actions or lawsuits stemming from such misconduct. If any such actions are instituted against Lifted, and Lifted is not successful in defending itself or asserting its rights, those actions may have a significant impact on its business, including the imposition of civil, criminal or administrative penalties, damages, monetary fines and contractual damages, reputational harm, diminished profits and future earnings or curtailment of its operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted, Lifted's co-packers, or third party facilities where Lifted stores inventory, may experience security breaches at its/their facilities, or losses as a result of the theft of inventory

 Because of the concentration of inventory at Lifted's, Lifted's co-packers', and at third parties' facilities, Lifted, Lifted's co-packers, and Lifted's third parties' storage facilities are subject to the potential risks of security breaches and theft of inventory. These risks may result in significant losses of raw goods, finished goods, inventory, or supplies, expose Lifted to additional liability under applicable regulations and to potentially costly litigation or increased expenses relating to the resolution and future prevention of similar thefts, any of which may have an adverse effect on Lifted's business, financial condition and results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to risks related to its information technology systems, including the risk that it may be the subject of a cyber-attack and the risk that it may be in non-compliance with applicable privacy laws

 Lifted may have purchased or entered into agreements with third parties for website services, hardware, networks, equipment, software, payment processing services, website "plug-in" software, applications, telecommunications and other information technology services ("IT") in connection with its operations. Lifted's operations depend, in part, on how well it and its vendors protect its IT against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, disruptions in internet and mobile commerce, hacking, computer viruses, vandalism, theft, malware, ransomware and phishing attacks. Any of these and other events may result in IT failures, operational and financial reporting delays, increases in capital expenses, including potentially ransom payments, or other potential costs and business disruptions that may result if Lifted's customers assert claims regarding Lifted's technology. Lifted's operations may also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems, software and applications. The failure of IT systems, or a component of IT systems, may, depending on the nature of any such failure, adversely impact Lifted's reputations and results of operations.

 There are a number of laws protecting the confidentiality of customer personal information, and restricting the use and disclosure of that protected information. Lifted may collect and store personal information about its customers and is responsible for protecting that information from privacy breaches. A privacy breach may occur through a procedural or process failure, an IT malfunction or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly customer lists and preferences, is an ongoing risk whether perpetrated through employee collusion or negligence or through deliberate cyber-attack. Moreover, if Lifted is found to be in violation of the privacy or security rules under laws protecting the confidentiality of customer information, including as a result of data theft and privacy breaches, Lifted and may be subject to sanctions and civil or criminal penalties, which may increase its liabilities and harm its reputation.

 As cyber threats continue to evolve, Lifted may be required to expand significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. Significant disruption to Lifted's IT system or breaches of data security may have a material adverse effect on its' business' financial condition and results of operations.

 The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Cyber incidents or malicious attacks on Lifted's information technology systems could damage our reputation, negatively impact our business, and expose us to litigation risk

 Lifted uses computers in substantially all aspects of its business operations. It also uses mobile devices, social networking and other online activities to connect with team members and customers. Lifted relies heavily on various proprietary and third-party information systems. Its reputation for the secure handling of customer and other sensitive information is critical to the success of its business. Like other businesses, Lifted is potentially subject to a range of cyber incidents, including but not limited to state-sponsored cyber-attacks, industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, data leakage and compromise, wire fraud, phishing incidents and other cyber incidents. Lifted may not detect cyber incidents and may not be able to quickly or properly respond to cyber incidents. Lifted's information technology and network infrastructure may be vulnerable to attacks by hackers or breaches due to employee error, malfeasance, computer viruses, power outages, natural disasters, acts of terrorism, breaches with respect to third-party systems or vendors, or other disruptions. A cybersecurity incident and breach of its information systems could lead to theft, destruction, loss of life, damage to property, environmental issues, misappropriation or release of sensitive and/or confidential information or intellectual property, which could result in business disruption, negative publicity, violation of privacy laws, loss of customers, brand damage, adverse financial and operational results, and potential litigation.

 Our management depends on relevant and reliable information for decision-making purposes, including key performance indicators and financial reporting. Any significant loss of data, failure to maintain reliable data, disruptions affecting our information systems, or delays or difficulties in transitioning to new systems could adversely affect our business, financial condition and results of operations. In addition, our ability to continue to operate our businesses without significant interruption in the event of a disaster or other disruption depends in part on the ability of our information systems to continue to operate properly. If our information systems fail and/or if our insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced, and the reputation of our brands and our business could be adversely affected. In addition, remediation of such problems could result in significant, unplanned capital investments.

 The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted's computer systems, or the computer systems of third party software or service providers, or the underlying infrastructure of the internet, are breached or compromised, and unauthorized access is obtained to Lifted's data or customer's data, or authorized access is blocked or disabled, then we may incur significant legal exposure and liabilities, or a negative financial impact

 Lifted's business involves the storage and transmission of its customers' proprietary and sensitive data. We can provide no assurances that Lifted can effectively protect its customers' data, as such data may in the future be materially breached or compromised as a result of events such as: third-party attempts to fraudulently induce Lifted's employees, independent contractors, partners or customers to disclose sensitive information such as usernames, passwords or other information to gain access to its customers' data or IT systems, or data or our IT systems; efforts by individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations or nation-states, to launch coordinated attacks, including ransomware, destructive malware and distributed denial-of-service attacks; third-party attempts to abuse marketing, advertising, messaging or social products and functionalities to impersonate persons or organizations and disseminate information that is false, misleading or malicious; cyberattacks on third party and/or internally built IT infrastructure on which much of Lifted's business rely; vulnerabilities resulting from enhancements and updates to software and IT systems; vulnerabilities in the products or components across the broad ecosystem within which Lifted's services operate in conjunction with and are dependent on; vulnerabilities existing within or resulting from new technologies, infrastructures, protocols, laws, rules, and regulations; attacks on, or vulnerabilities in, the many different underlying networks and services that power the internet that Lifted depends on, most of which are not under our control or the control of our vendors, partners or customers; and employee or contractor errors or intentional acts that compromise Lifted's computer systems.

 We can provide no assurances or guarantees whatsoever that our IT systems will provide security or otherwise be effective or that a material breach will not occur. For examples, and without limitations, Lifted's ability to mitigate these risks may be impacted by the following among other events: changes to, and growth in the complexity of, the techniques used to breach, obtain unauthorized access to, or sabotage IT systems and infrastructure, which are generally not recognized until launched against a target, and could result in Lifted being unable to anticipate or implement adequate measures to prevent such techniques; the continued evolution of internal IT systems as Lifted adopts new technologies and new ways of sharing data and communicating internally and with partners and customers, which increases the complexity of IT systems; the acquisition of new subsidiaries, requiring Lifted to incorporate and secure different or more complex IT environments; authorization by customers to third-party technology providers to access their customer data, which may lead to Lifted's customers' inability to protect its data that is stored on Lifted's servers and on third parties' servers; and lack of control over customers or third-party technology providers, or the processing of data by third-party technology providers, which may not allow Lifted to maintain the integrity or security of such transmissions or processing.

 We believe that, in the normal course of business, Lifted has been the target of malicious cyberattack attempts and has experienced other IT security incidents especially in regard to Lifted's banking, credit card, and other financial activities. There can be no assurance that future cyberattacks and other IT security incidents will not be material or significant. An IT security breach or incident could result in unauthorized parties obtaining access to, or the denial of authorized access to, Lifted's IT systems or data, or customers' systems or data, including intellectual property and proprietary, sensitive or other confidential information. An IT security breach or incident could also result in litigation against us, negatively impact our future sales, disrupt our business, and lead to increases in insurance premiums and legal, regulatory and financial exposure and liability.

 All of the foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted does not have the manpower, expertise or financial resources to effectively identify, detect, prevent or remediate cybersecurity risks

 The identification, detection, prevention and remediation of known or potential IT security vulnerabilities, including those arising from third-party hackers, hardware or software, is extremely costly and time consuming. Lifted does not have the manpower, expertise or financial resources to effectively identify, detect, prevent or remediate cybersecurity risks. No assurance or guarantee whatsoever can be given that Lifted will not be seriously damaged by the exploitation of its cybersecurity vulnerabilities. These risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted or our third-party service providers experience an actual or perceived cybersecurity event, our platform may be perceived as not being secure, and we may lose customers or incur significant liabilities, which would harm our business and operating results

 Lifted's operations involve the storage, transmission and processing of internal and customers' confidential, proprietary and sensitive data, which may include personally identifiable information, and financial information. Computer malware, ransomware, viruses, hacking, phishing and denial of service attacks by third parties have become more prevalent in internet-enabled commerce, and we believe that Lifted has been the target of hackers and scammers in the past, and likely will be the target of hackers and scammers in the future.

 We may not be able to prevent material breaches of our IT systems caused by intentional or unintentional action or inaction by employees or third parties, which may result in the unauthorized access or release of our instances and ultimately our or our customers' data, IP and other confidential business information.

 A security breach suffered by Lifted or third-party service providers, an attack against our service availability or unauthorized access or loss of data could result in a disruption to our service, litigation, service level agreement claims, indemnification and other contractual obligations, regulatory investigations, government fines and penalties, reputational damage, loss of sales and customers, mitigation and remediation expenses and other significant costs and liabilities. In addition, we may incur significant economic and operational consequences in order to appropriately assess and respond to security incidents and to implement appropriate safeguards to protect against future incidents. We do not believe that Lifted's insurance will be adequate or sufficient to cover the potentially significant losses that may result from an IT security incident.

 Additionally, as we increase reliance on third-party and public cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks and the mishandling of data. However, we have little or no ability to monitor our third-party service providers' data security. Similarly, employee error or malfeasance in configuring, maintaining, and using services offered by third-party providers may affect our ability to monitor and secure such services. Any breach of our providers' security measures or misconfiguration or misuse of our software or our providers' services may result in unauthorized access to, or the misuse, loss or destruction of, our and our customers' data or in a violation of our terms or applicable law, which may result in reputational harm or liability.

 We cannot guarantee that Lifted's IT systems have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our platform, systems and network or the systems and networks of third parties that support us and our business. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks, or physical facilities utilized by us or our third-party vendors or service providers. Furthermore, supply chain disruptions due to wars and/or sanctions (and resulting legal or regulatory developments) and any indirect effects may further complicate any existing supply chain constraints.

 All of the foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations may subject us to substantial negative financial consequences and civil or criminal penalties

 Complex local, state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These privacy and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations and enforcement. In addition, our legal and regulatory obligations in jurisdictions outside the U.S. are subject to unexpected changes, including the potential for regulatory or other governmental entities to enact new or additional laws or regulations, to issue rulings that invalidate prior laws or regulations or to increase penalties significantly. Becoming aware of, and complying with, these laws and regulations can be costly and can impede the development and offering of new products and services.

 Any failure by Lifted to comply with applicable laws and regulations or other obligations to which we may be subject relating to personal data, or to protect personal data from unauthorized access, use or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages by customers and other affected individuals, fines, damage to our brand reputation, any of which could have a material adverse effect on our operations, financial performance and business. These risks may have a material adverse effect on our Company and the trading price of our common stock.

 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 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. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 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. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's production and shipping facilities are integral to its business and adverse changes or developments affecting our facilities may have an adverse impact on our business

 Lifted production and shipping facilities are integral to its business. Adverse changes or developments affecting these facilities, including, but not limited to, the spoiling of raw and finished goods, a fire, an explosion, equipment failure, a power failure, a natural disaster, inclement weather, an epidemic, pandemic or other public health crisis, or a material failure of our security infrastructure, could reduce or require Lifted to entirely suspend operations at the affected facilities. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be unable to grow

 Lifted's business is subject to a variety of business risks generally associated with developing companies. Lifted's ability to grow, and to expand and maintain market acceptance for its products, will depend on a number of factors, many of which may be beyond its control. Future development and expansion could place significant strain on Lifted's management personnel and likely will require them to recruit additional management personnel, and there is no assurance that it will be able to do so. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be unable to expand its operations quickly enough to meet demand or manage its operations beyond their current scale

 There can be no assurance that Lifted will be able to manage its expanding operations effectively, that it will be able to sustain or accelerate its growth, or that such growth, if achieved, will result in profitable operations, or that Lifted will be able to attract and retain sufficient management personnel necessary for continued growth.

 Demand for Lifted's products is dependent on a number of social, political and economic factors that are beyond Lifted's control. There is no assurance that an increase in existing demand will occur, that Lifted will benefit from any such demand increase or that its business will remain profitable even in the event of such an increase in demand. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may experience significant fluctuations in its operating results and growth rate

 Lifted may not be able to accurately forecast its growth rate. Lifted's revenue growth may not be sustainable, and its percentage growth rates may decrease. Lifted's revenue and operating profit growth may depend on the continued growth of demand for its products and services, and its business may be affected by general economic and business conditions worldwide, and an evolving regulatory and legal landscape for Lifted's products. A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. or global economies, may result in decreased revenue or growth.

 Lifted's sales and operating results may also fluctuate for many other reasons, including due to risks described elsewhere in this section and due to risks and uncertainties associated with the following topics and issues:

 Issues associated with the legality or safety of products containing hemp-derived cannabinoids, marijuana, psychoactive substances, or other consumable products, including nicotine products;

 Labor unavailability, supply chain disruptions, and other issues and problems associated with pandemics and other force majeure-type events and conditions;

 Lifted's ability to retain and increase sales to existing customers, attract new customers, satisfy customers' demands, and maintain profit margins;

 Lifted's ability to retain and expand its network of wholesalers and distributors;

 Lifted's ability to expand its online sales;

 Competition from substantially larger and financially stronger competitors;

 Continued access to inventory and suppliers, some of whom may be acquired by competitors or otherwise become unavailable to Lifted;

 Lifted's ability to offer products on favorable terms, manage inventory, and fulfill orders;

 The introduction of competitive stores, websites, applications, products, services, price decreases, or improvements, and changes in consumer preferences and trends;

 Changes in usage or adoption rates of the internet, e-commerce, electronic devices, and web services, including outside the U.S.;

 Timing, effectiveness, and costs of expansion and upgrades of Lifted's systems and infrastructure;

 The success of Lifted's geographic, service, and product line expansions;

 Lifted's ability to properly store inventory to avoid spoilage and to ensure that devices (such as vapes) work properly;

 Lifted's ability to properly forecast product demand, so that excess inventory (which could eventually become spoiled or obsolete) is not built up;

 The extent to which Lifted finances, and the terms of any such financing for, Lifted's current operations and future growth;

 The outcomes of current and future legal proceedings and claims, which may include significant settlement costs, legal fees, monetary damages or injunctive relief and which could have a material adverse impact on Lifted's operating results, balance sheet and liquidity, and could trigger defaults under our loans from Surety Bank;

 Tax laws, rules and regulations, the interpretation of tax laws, rules and regulations such as IRS Code Section 280E, and tax audits and the potential for increased taxes and penalties, which could have a material adverse impact on Lifted's operating results, balance sheet and liquidity, and could trigger defaults under our loans from Surety Bank

 Variations in the mix of products and services that Lifted sells;

 Variations in Lifted's level of merchandise and vendor returns;

 The extent to which Lifted offers favorable shipping terms, reduces prices, offers discounts, and provides additional benefits to its customers;

 Factors affecting Lifted's reputation or brand images;

 The extent to which Lifted invests in technology and content, fulfillment, and other expense categories;

 Increases in the prices of energy products and commodities like plastic, batteries, paper and packing supplies;

 The ability to collect amounts owed to Lifted when they become due;

 The extent to which Lifted is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events or cyberattacks; and

 Terrorist attacks and armed hostilities.

 The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to risks related to the protection and enforcement of its intellectual property rights, or intellectual property it licenses from others, and may become subject to allegations that it or its licensors are in violation of intellectual property rights of third parties

 The ownership, licensing and protection of trademarks, patents and intellectual property rights may be significant aspects of Lifted's future success. Unauthorized parties may attempt to replicate or otherwise obtain and use Lifted's look and feel, packaging, products and technology. Policing the unauthorized use of Lifted's current or future trademarks, patents or other intellectual property rights now or in the future may be difficult, expensive, time consuming and unpredictable, as may be enforcing these rights against the unauthorized use by others. Identifying the unauthorized use of intellectual property rights is difficult as Lifted may be unable to effectively monitor and evaluate the products being distributed by its competitors, and the processes used to produce such products.

 In addition, in any infringement proceeding, some or all of Lifted's trademarks, patents or other intellectual property rights or other proprietary know-how, and that which they may license from others, or arrangements or agreements seeking to protect the same for Lifted's benefit, may be found invalid, unenforceable, anticompetitive or not infringed or may be interpreted narrowly and such proceeding may put existing intellectual property applications at risk of not being issued. In addition, other parties may claim that Lifted's products, or those that they license from others, infringe on their proprietary, copyright or patent protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources and legal fees, result in injunctions or temporary restraining orders or require the payment of damages. As well, Lifted may need to obtain licenses from third parties who allege that Lifted has infringed on their lawful rights. Such licenses may not be available on terms acceptable to Lifted, or at all. In addition, Lifted may not be able to obtain or utilize on terms that are favorable to them, or at all, licenses or other rights with respect to intellectual property that they do not own.

 Lifted may also rely on certain trade secrets, technical know-how and proprietary information that are not protected by patents to maintain its competitive position. Lifted's trade secrets, technical know-how and proprietary information, which are not protected by patents, may become known to or be independently developed by competitors, which may adversely affect Lifted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively

 We rely on a combination of trademark and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights. Failure to protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual property rights, including our trademarks and trade secrets, could result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our trademarks and trade secrets, as crucial to our business and our success. However, the steps taken by us to protect these proprietary rights may not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary rights. In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or recoup our associated research and development costs. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be exposed to risks relating to the laws of various countries as a result of its expanding international sales and distribution

 Lifted's products are currently sold and distributed internationally, and Lifted plans to expand these international sales and distribution. As a result, we are exposed to various levels of political, economic, legal and other risks and uncertainties associated with selling, distributing and exporting to these jurisdictions. These risks and uncertainties include, but are not limited to, changes in the laws, regulations and policies governing the production, sale and use of Lifted's products, political instability, instability at the United Nations level, currency controls, fluctuations in currency exchange rates and rates of inflation, labor unrest, changes in taxation laws, regulations and policies, restrictions on foreign exchange and repatriation and changing political conditions and governmental regulations relating to foreign investment and our industries more generally.

 Changes, if any, in the laws, regulations and policies relating to the advertising, production, sale and use of Lifted's products or in the general economic policies in these jurisdictions, or shifts in political attitude related thereto, may adversely affect the profitability of our sales and distribution in these countries. As we explore novel business models, international regulations will become increasingly challenging to manage. Specifically, our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on advertising, production, price controls, controls on currency remittance, and increased income taxes. Failure to comply strictly with applicable laws, regulations and local practices may result in additional taxes, costs, civil or criminal fines or penalties or other expenses being levied on our international operations, as well as other potential adverse consequences such as the loss of necessary permits or governmental approvals.

 Furthermore, there is no assurance that we will be able to secure any requisite import and export approvals, licenses or permits that are necessary or desirable for the international sale and distribution of our products. Even if we obtain the necessary import and export approvals, there may be shipment delays or other challenges related to the delivery of our products to customers in other countries. Countries may also impose restrictions or limitations on imports. As a result, we may be required to establish facilities in one or more countries in the European Union (or elsewhere) where we wish to distribute our products in order to take advantage of the favorable legislation offered to producers located in these countries. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted faces risks associated with its expansion into new markets outside of the current jurisdictions where we conduct business

 We plan in the future to expand our operations and business into jurisdictions outside of the jurisdictions where we currently conduct business. There can be no assurance that any market for our products will develop in any such foreign jurisdiction. We may face new or unexpected risks or significantly increase our exposure to one or more existing risk factors, including economic instability, new competition, changes in laws and regulations, the possibility that we may be in violation of these laws and regulations as a result of such changes, taxes, and potential litigation, among other risks. These risk factors may limit our capability to successfully expand our sales, distribution or export of our products to such jurisdictions. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be unable to grow our revenues, or our revenues may decrease, and we may be forced to adjust our operations accordingly

 Lifted's ability to grow its revenues will depend on a number of factors, many of which are beyond our control, including, but not limited to, the availability of sufficient capital on suitable terms, changes in laws and regulations respecting the production and distribution of our products, competition from others, the size of the illicit market, and our ability to produce sufficient volumes of our products to meet demand. Our revenues may decrease for many reasons. Regulatory changes, particularly in the primary jurisdictions where we operate, may prohibit or restrict the sale of our products, or may attract new market entrants and more competition. In addition, any future development and expansion may place significant strain on our management personnel and likely will require us to recruit additional management personnel, and there is no assurance that we will be able to do so. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Price volatility may adversely affect operations

 The Company's profitability is sensitive to fluctuations in the costs of raw goods, which may be impacted by changes in availability of supply (which itself depends on other factors such as weather, fuel, equipment, labor costs, raw goods costs, shipping costs, national holidays, and demand), tariffs, taxes, governmental policies, and other market conditions, all of which are factors beyond the control of the Company. The Company's operational results are also sensitive to manufacturing costs, and the overall condition of the hemp products, marijuana, psychoactive products, and alternative lifestyle products industries. Price volatility may have a material adverse effect on the Company's business, financial condition, and results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We depend on a limited number of customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue may decline significantly

 Our business is dependent on a limited number of customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue may decline significantly. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Consumers in our industry are brand-conscious, so brand name recognition and acceptance of our products are critical to our success

 Our business is in part dependent upon customer awareness of our brands and market acceptance of our products. If we do not successfully grow our brands and product offerings, we may not achieve and maintain satisfactory levels of acceptance by distributors, wholesalers and end consumers. Any failure of our brands to maintain or increase acceptance or market penetration may likely have a material adverse effect on our revenues and financial results. There can be no guarantee or assurance that any rebrand of Lifted's brands will be successful or result in any additional sales or profits for Lifted. Moreover, we cannot predict whether our advertising, marketing and promotional programs will have the desired impact on our sales, products' branding and on consumer preferences. In addition, negative public relations and product quality issues, including negative perceptions regarding the industries in which we operate, whether real or imagined, may damage our reputation and brands and may cause customers to choose other brands' products over our products. Our brand image may also be adversely affected by unfavorable reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our products or those of our competitors. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may have limited access to financial and insurance services and products

 Some financial institutions and insurance companies refuse to provide a full range of financial and insurance services and products to Lifted because its business involves hemp-derived products, marijuana, psychoactive products, vaping products, and nicotine products. Or, the cost of insurance may be prohibitively high. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to obtain or afford insurance coverage in respect of the risks our business faces, or there may be coverage limitations and other exclusions which may result in such insurance not being sufficient to cover potential liabilities that we face

 We may not be able to obtain or afford insurance coverage in respect of certain risks that our business faces, including product liability insurance, protecting our assets, the loss of employees, and operations. Even if insurance is obtained, our insurance coverage may be subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. In addition, no assurance can be given that such insurance will be adequate to cover our liabilities, including potential product liability claims or product recall costs, or will be generally available in the future or, if available, that premiums will be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, then we may be exposed to material uninsured liabilities that may impede our liquidity, profitability or solvency. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The Company may sustain losses that cannot be recovered through insurance or other preventative measures

 There is no assurance that the Company will not incur uninsured liabilities and losses, especially in regard to uninsured or uninsurable products, and product recalls. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Increased labor costs, potential organization of our workforce, employee strikes, and other labor-related disruption may adversely affect our operations

 It is difficult for Lifted to identify and hire new employees and independent contractors in the current environment: the labor market is limited and labor costs have increased. None of our employees are represented by a labor union or subject to a collective bargaining agreement. We cannot assure that our labor costs going forward will remain competitive based on various factors, such as: (1) labor costs may continue to increase as the labor supply is tight; (2) our workforce may organize in the future and labor agreements may be put in place that have significantly higher labor rates and company obligations; (3) our competitors may maintain significantly lower labor costs, putting us at a competitive disadvantage; and (4) our labor costs may increase in connection with our growth. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Significant interruptions in our access to certain supply chains for key inputs such as raw materials, supplies, electricity, water and other utilities may impair our operations

 Our business is dependent on a number of key inputs and their related costs, including raw materials, supplies and equipment related to our operations, co-packers, as well as electricity, water and other utilities. Our suppliers, co-packers and customers are dispersed. Governments may regulate or restrict the flow of labor or products, and the Company's operations, suppliers, customers and distribution channels could be severely impacted. For examples: China or other nations could regulate or restrict the flow of raw materials and products to the United States; the shipment of raw materials and products by sea and/or air from China and other locations to Wisconsin, Colorado or New Mexico may be banned, limited, disrupted, delayed or increased in cost; the Chinese New Year celebrations may disrupt or delay shipments of raw materials and products; and the States of Wisconsin, Colorado and/or New Mexico could impose prohibitions or restrictions on the operation of "non-essential" businesses, and might characterize Lifted as a "non-essential" business. Any significant future governmental-mandated or market-related delay, interruption, price increase or negative change in the availability or economics of the supply chain for key inputs and, in particular, rising or volatile shipping and energy costs, may curtail or preclude our ability to continue production. In addition, our operations would be significantly affected by power outages, or equipment breakage.

 Our ability to compete is dependent on us having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that we will be successful in maintaining our required supply of labor, equipment, parts and components. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be negatively impacted by challenging global economic conditions

 Our business, financial condition, results of operations and cash flow may be negatively impacted by challenging global conditions, including high interest rates, inflation, bankruptcies, layoffs, wars, tariffs, pandemics, civil unrest, and many other factors beyond our Company's control. We are unable to predict the likelihood of the occurrence, duration or severity of such global economic conditions and disruptions caused thereby. Any general or market-specific economic downturn could have a material adverse effect on our business, financial condition, results of operations and cash flow. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We face risks associated with the transportation of our products to consumers in a safe and efficient manner

 We depend on fast, cost-effective, and efficient transportation services to distribute our products to distributers, wholesalers and end users. Any prolonged disruption of third-party transportation services may have a material adverse effect on our sales volumes or satisfaction with our services. Rising costs associated with third-party transportation services used by us to ship our products may also adversely impact our profitability, and more generally our business, financial condition and results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our products may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources

 Manufacturers and distributors of products such as those that Lifted sells are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, adulteration, unintended harmful side effects or interactions with other substances, packaging safety, and inadequate or inaccurate labeling disclosure. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits, whether frivolous or otherwise. If any of the products produced by us are recalled due to an alleged product defect or for any other reason, we may be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. As a result of any such recall, we may lose a significant amount of sales and may not be able to replace those sales at an acceptable gross profit or at all. In addition, a product recall may require significant management attention or damage our reputation and goodwill or that of our products or brands, and our relationships with customers.

 Additionally, product recalls may lead to increased scrutiny of our operations by the FDA or by state regulatory agencies, requiring further management attention, increased compliance costs and potential lawsuits, legal fees, fines, penalties and other expenses. Any product recall affecting the hemp-derived, marijuana, psychoactive and nicotine products industries more broadly, whether or not involving us, may also lead consumers to lose confidence in the general safety and security of hemp-derived, marijuana, psychoactive and nicotine products, including products sold by us. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Companies and regulators in the marijuana industry are often hostile to the hemp-derived products industry, and sometimes use their political strength to seek prohibition, regulation and/or taxation of hemp-derived products including products, such as those containing delta-8-THC and delta-9-THC

 Companies and regulators in the marijuana industry are often hostile to the hemp-derived products industry, as they witness the growing popularity of hemp-derived products taking sales away from state-licensed marijuana dispensaries. They sometimes use their political strength to seek prohibition, stricter regulations and/or additional taxation of hemp-derived products, including for example, products containing delta-8-THC and delta-9-THC. Prohibitions, restrictions and taxes are now imposed on the shipment and/or sale of certain hemp-derived products in many states, and are being considered by other states. These restrictions, prohibitions and taxes may have a material adverse effect on our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to product liability claims or regulatory action if its products are alleged to have caused significant loss or injury

 Lifted, as a manufacturer and distributor of products which in some cases are ingested by humans, face the risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused loss or injury. Lifted may be subject to these types of claims due to allegations that its products caused or contributed to injury, illness or death, failed to include adequate instructions for use, were defective, or failed to include adequate warnings concerning possible side effects or interactions with other substances. Previously unknown adverse reactions resulting from human consumption of hemp-derived products, marijuana, psychoactive substances, and nicotine alone or in combination with other medications or substances may also occur. Lifted may also be named as co-parties in product liability suits that are brought against manufacturing partners that produce our products, packaging for those products, or the ingredients in those products. In addition, our customers and partners may bring suits against us alleging damages for the failure of our products to meet stated specifications or other requirements. Any such suits, even if not successful, could be costly, disrupt the attention of our management and damage our negotiations with distributors and/or customers. In addition, the manufacture and sale of any such products, like the manufacture and sale of any ingested product, involves a risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Lifted may in the future have to recall certain of its products as a result of potential contamination and quality assurance concerns. A product liability claim or regulatory action against Lifted may result in increased costs and may adversely affect Lifted's reputation and goodwill with its customers. There can be no assurance that Lifted will be able to obtain product liability insurance on acceptable terms or with adequate coverage against potential liabilities, if at all. Any attempt by us to limit our product liability through any of our insurance policies may not be enforceable or may be subject to exceptions. Insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims may result in us becoming subject to significant liabilities that are uninsured and also may adversely affect Lifted's leases and other commercial arrangements with third parties. Our contract manufacturers or manufacturing partners may not have adequate insurance coverage themselves to cover against claims, and we may not be named on their policies as an additionally insured party. If we experience a large loss, it may exceed any insurance coverage limits we have at that time, or our insurance carrier may decline to cover us or may raise our insurance rates to unacceptable levels, any of which could impair our financial position. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We rely on third-party distributors to distribute our products, and those distributors may not perform their obligations

 We rely on third-party distributors to distribute our products. If these distributors do not successfully sell our products, if there is a delay or interruption in the distribution of our products, or if these third parties damage our products, our revenue may be negatively impacted. Any damage to our products, such as product spoilage, may expose us to potential product liability, damage our reputation and the reputation of our brands or otherwise harm our business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We rely on third party vendors to manufacture some of our products, and those third party vendors may not perform their obligations

 We rely on third party vendors to manufacture some of our products. If these third party vendors do not successfully carry out their contractual duties, if there is a delay or interruption in the manufacture of our products, or if these third party vendors produce defective products, it may negatively impact our revenue from product sales. Any negative impact to the production of our products by the third party vendors may expose us to potential product liability, damage our reputation and the reputation of our brands or otherwise harm our business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Certain events or developments in the cannabis industry more generally may impact our reputation

 Damage to our reputation can result from the actual or perceived occurrence of any number of events, including any negative publicity, whether true or not. As a producer and distributor of hemp-derived products, there is a risk that our business might attract negative publicity. There is also a risk that the actions of other companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and thereby negatively impact our reputation. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share negative opinions and views in regards to our activities and the cannabis industry in general, whether true or not. We do not ultimately have direct control over how we or the cannabis industry is perceived by others. Reputational issues may result in decreased investor confidence, increased challenges in developing and maintaining community relations and present an impediment to our overall ability to advance our business strategy and realize on our growth prospects. This may also impact our ability to attract and/or maintain business partners that are not primarily engaged in the cannabis industry, such as major convenience stores. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Some companies in the cannabis industry are owned or controlled by people with criminal backgrounds or by people with little regard for compliance with applicable laws, rules and regulations

 The cannabis industry includes people with criminal backgrounds or who operated their cannabis businesses illegally for many years. In addition, the cannabis industry includes people who seem to have little regard for compliance with all applicable laws, rules and regulations. This has sometimes resulted in a competitive environment in which publicly traded companies are at a relative disadvantage to certain privately held companies. This "unlevel playing field" may have a material adverse effect on our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The seasonality of Lifted's business creates variable financial results, and may place increased strain on its operations

 Sometimes a disproportionate amount of Lifted's net sales occur during a particular quarter. If Lifted does not stock or restock popular products in sufficient amounts such that it fails to meet seasonal customer demand, it may significantly affect Lifted's revenue and future growth. In addition, Lifted may be unable to adequately staff its fulfillment operations during these peak periods and may be unable to meet the seasonal demand. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted cannot accurately predict future sales of particular products, so inventory write-offs occur

 The hemp-derived and consumable goods products industry is ever-evolving. Lifted cannot accurately predict future sales of particular products that Lifted sells. Some products sell faster than expected, and some products sell slower than expected. And some products sell fast, but then sales unexpectedly drop off quickly. When Lifted overstocks raw goods or finished goods, and the demand for finished goods is not as expected, then Lifted is required to take significant inventory markdowns or write-offs, which reduces profitability. Such inventory markdowns or write-offs are not uncommon. Also, if too many customers access Lifted's websites within a short period of time due to increased demand, Lifted may experience system interruptions that make its website unavailable or prevent Lifted from efficiently fulfilling orders, which may reduce the volume of goods it sells and the attractiveness of its products and services. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to identify, audit, negotiate, finance or close future acquisitions

 A significant component of our growth strategy focuses on acquiring majority equity ownership interests in Cannabis Companies. However, we generally have pursued a conservative mentality regarding the potential issuance of additional common stock of the Company, and regarding the pricing, term and other conditions of potential borrowings by the Company, so we may not be able to identify, audit, or acquire such equity ownership interests on acceptable terms, if at all. No guarantee or assurance whatsoever can be given that discussions/negotiations with any potential acquisition candidates will result in any letter of intent or definitive acquisition agreement. If we do enter any letter of intent or definitive acquisition agreement, we may need to finance all or a portion of the purchase price for an acquisition by incurring indebtedness or by selling shares of our common stock or convertible preferred stock. There can be no assurance that we will be able to obtain financing on terms that are favorable, if at all, which will limit our ability to acquire such equity ownership interests in the future. Target companies may not decide to proceed forward with mergers that are the subject of letters of intent. Failure to acquire such equity ownership interests on acceptable terms, if at all, may have a material adverse effect on our ability to increase assets, revenues and net income, and on the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Cannabis Companies and companies involved in selling products containing psychoactive substances or nicotine are subject to regulatory risks, both nationally and internationally

 Lifted and other Cannabis Companies are subject to risks associated with the federal government's and state and local governments' evolving regulation of hemp, hemp-derived products, marijuana, psychoactive substances, tobacco, nicotine, and other products. We can provide no assurance that one or more federal agencies, such as the FDA or the DEA, or state and local governments, will not attempt to impose rules, regulations, moratoriums, prohibitions, restrictions, limitations, taxes, or other impediments upon Cannabis Companies, and companies involved in selling products containing psychoactive substances or nicotine. For example, the US federal government has recently enacted a law that may make it more difficult to sell online and ship nicotine, vape and other products. In addition, the FDA and certain states have enacted laws and regulations that prohibit or otherwise negatively impact the sale of certain hemp-derived, psychoactive and nicotine products. Moreover, if Lifted or Cannabis Companies or companies involved in selling products containing psychoactive substances or nicotine expand internationally (of which there is no guarantee that they ever would), we can provide no guarantee or assurance that these companies will be able to comply with all applicable governmental laws and regulations. Any failure to comply with all of such rules, regulations, moratoriums, prohibitions, restrictions, limitations, taxes, or other impediments upon Cannabis Companies, and companies involved in selling products containing psychoactive substances or nicotine, could potentially result in lawsuits, substantial fines and penalties, and/or other negative governmental actions. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's sales are dependent upon the sale of delta-8-THC and other hemp-derived cannabinoid products, which may be restricted or prohibited by the FDA, the DEA or other governmental agencies, laws or regulations

 Lifted's sales are significantly dependent upon the sale of products containing delta-8-THC and other hemp-derived cannabinoids. The FDA, the DEA and other federal, state and local governments and agencies may impose laws, rules, regulations and executive orders that effectively prohibit Lifted from selling products containing delta-8-THC or other hemp-derived cannabinoids. For example, the DEA has sent a letter saying that delta-9-THCO and delta-8-THCO "do not occur naturally in the cannabis plant and can only be obtained synthetically, and therefore do not fall under the definition of hemp", and there could be a crackdown by the DEA or other regulatory authorities on products containing delta-9-THCO and/or delta-8-THCO, even though we believe that such products are federally lawful pursuant to the so-called "Farm Bill". Consequently, Lifted's and LFTD Partners' future financial prospects are uncertain, and no guarantee or assurance whatsoever can be made that Lifted and LFTD Partners will be able to continue to pay their financial obligations when they become due and payable in the future. The foregoing risks may have a material adverse effect upon Lifted's business and the trading price of our common stock.

 Lifted may be forced to write off inventories of hemp, cannabinoid-infused products, marijuana, psychoactive products, and/or nicotine-infused products, if those products are subject to prohibitions on sales, either nationally or in particular states

 Lifted may find it necessary to build and carry significant quantities of inventory, in order to be able to fulfill large orders received from distributors or other customers. If federal, FDA, DEA, and/or state laws and regulations prohibit the sale of certain hemp, cannabinoid-infused products, marijuana, psychoactive products, and/or nicotine-infused products, then Lifted may find itself holding significant inventories of such products that cannot be sold, and therefore must be written off. Such write offs could be significant. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Improper storage of hemp flower, or the improper infusion of hemp-distillate into hemp flower, may cause spoilage, and the hemp flower may need to be written off

 If hemp flower is stored improperly, or if hemp-distillate is not properly infused into the hemp flower, the hemp flower may be spoiled and subsequently written off, hurting Lifted's financial results. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Machinery and equipment may be unusable or become obsolete, and may need to be written off

 Certain machinery and equipment may not be able to be used by Lifted in the production of products, especially new products. For example, Lifted has experienced problems trying to use two machines that were designed to manufacture gummies and joints, respectively. If certain machinery and equipment is unusable or becomes obsolete, then the machinery and equipment may need to be written off, hurting Lifted's financial results. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to successfully identify and execute future acquisitions or dispositions or to successfully manage the impacts of such transactions on our operations

 We may not be able to successfully identify and execute future acquisitions or dispositions or to successfully manage the impacts of such transactions on our operations. Material acquisitions, dispositions and other strategic transactions involve a number of risks, including: (1) the potential disruption of our ongoing business; (2) the distraction of management away from the ongoing oversight of our existing business activities; (3) incurring additional indebtedness or stock dilution; (4) the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated; (5) an increase in the scope and complexity of our operations; and (6) the loss or reduction of control over certain of our assets. Material acquisitions have been and may continue to be material to our business strategy. There is no guarantee that any acquisition will be accretive. The existence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition may result in our incurring those liabilities. A strategic transaction may result in a significant change in the nature of our business, operations and strategy, and we may encounter unforeseen obstacles or costs in closing or implementing a strategic transaction or integrating any acquired business into our operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may seek to enter into product collaborations, marketing relationships, affiliations, strategic alliances, or expand the scope of currently existing relationships, with third parties that Lifted believes will have a beneficial impact on Lifted, and there are risks that such product collaborations or other arrangements may not enhance Lifted's business in the desired manner

 Lifted may expand the scope of, and may in the future enter into, product collaborations, strategic alliances and other arrangements with third parties that Lifted believes will complement or augment its existing business. Lifted's ability to complete further product collaborations, strategic alliances or other arrangements is dependent upon, and may be limited by, among other things, the availability of suitable candidates and capital. In addition, product collaborations, strategic alliances and other arrangements could present unforeseen obstacles or costs, may not enhance Lifted's business, and may involve risks that may adversely affect Lifted, including the investment of significant amounts of management time that may be diverted from Lifted's core operations in order to pursue and complete such product collaborations, strategic alliances or other arrangements. Lifted may become dependent on its product collaborators, strategic partners or other third parties, and actions by such entities may harm Lifted's business. Future product collaborations, strategic alliances or other arrangements may result in the incurrence of debt, costs and contingent liabilities, and there can be no assurance that future product collaborations, strategic alliances or other arrangements will be developed, maintained or achieve the expected benefits to Lifted's businesses or that Lifted will be able to consummate future product collaborations, strategic alliances or other arrangements on satisfactory terms, or at all. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Third parties with whom we do business may perceive themselves as being exposed to reputational risk as a result of their relationship with us

 The parties with whom we do business, or with whom we would like to do business, may perceive that they are exposed to reputational risk as a result of our business activities relating to hemp-derived products, psychoactive substances and nicotine, which may hinder our ability to establish or maintain business relationships. These perceptions relating to our business activities may interfere with our relationship with service providers, particularly in the financial services industry in the United States and certain jurisdictions where our products are not legal. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be exposed to reputational risk as a result of our relationship with third parties with whom we do business

 The parties with whom we do business may conduct themselves in such a way as to expose us to reputational risk. This reputational risk may damage Lifted's brands and its relationships with distributors, retailers, consumers, service providers, and others. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted relies on third-party distributors and wholesalers to distribute and/or sell a portion of its products, and those distributors and wholesalers may not perform their obligations or may have allegiances to their own or other competitors' products

 Lifted relies on third-party distributors and wholesalers to distribute a portion of its products. If these distributors and wholesalers do not successfully carry out their contractual duties, if these distributors and wholesalers have allegiances to their own or other competitors' products, if there is a delay or interruption in the distribution of Lifted's products, or if these third parties damage Lifted's products in transit or improperly store the products, causing spoilage or functionality issues, then Lifted's revenue may be negatively impacted. Any damage to Lifted's products may expose Lifted to potential product liability, damage the reputation of Lifted's brands or otherwise harm Lifted's business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The FDA and the DEA appear to be concerned about many hemp-derived products

 The FDA and the DEA appear to be concerned about many hemp-derived products. The FDA and the DEA appear to believe that certain hemp-derived cannabinoids are drugs, and therefore that the sale of hemp-derived products containing cannabinoids should require FDA and DEA approval. In deference to the FDA and the DEA, various states and municipalities have declared that the sale of certain hemp-derived products are illegal. There can be no guarantee or assurance whatsoever that the FDA's or the DEA's regulatory concerns about hemp-derived products will be resolved favorably for the hemp-derived products industry. Aggressive law enforcement against the hemp-derived products industry by federal, state or local authorities and agencies may have a material adverse effect upon Lifted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Hemp-derived products may be shown to have negative health and/or safety impacts upon consumers

 The health and safety impacts of hemp-derived products have not yet been established via traditional scientific and/or clinical studies. The FDA appears to believe that certain hemp-derived products may have significant adverse health impacts upon human beings, especially in regard to potential liver toxicity or liver damage. If the FDA, scientific research and/or clinical studies ultimately demonstrate negative health and/or safety impacts of hemp-derived products upon consumers, then Lifted's business may be materially adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Hemp-derived products are federally illegal if they exceed 0.3% delta-9-THC on a dry weight basis

 Hemp-derived products which exceed a delta-9-THC concentration of 0.3% on a dry weight basis are federally illegal. Certain states may consider hemp and hemp-derived products which exceed 0.3% total THC on a dry weight basis to be illegal. Any failure to keep the delta-9-THC or total THC concentration in hemp or hemp-derived products below the applicable legal standard could subject Lifted to action by regulatory authorities and/or to lawsuits by consumers, which may have a material adverse effect upon Lifted's business and the trading price of our common stock.

 In addition, the approval of medical and recreational marijuana by many states has created a situation in which it may be difficult or impossible for regulators and courts to determine whether the delta-9-THC levels reflected in consumers' blood tests are the result of hemp-derived products or marijuana products. This may result in regulatory actions or lawsuits that may have a material adverse effect upon Lifted's business.

 Also, certain hemp-derived products may, over time, gradually increase their delta-9-THC or total THC concentration, and this may ultimately cause such products to exceed the applicable concentration level, making such products illegal in certain jurisdictions. If this happens, we may be subject to regulatory action that may have a material adverse effect upon Lifted and the trading price of our common stock.

 Also, federal and state authorities may seek to classify cannabinoids that naturally occur in hemp, such as delta-8-THC, THCA, or THCO, as illegal. If this happens, we may be subject to regulatory action that may have a material adverse effect upon Lifted.

 All of the foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The price of raw materials could spike as demand for certain products increases

 Increased demand for certain raw materials may cause a spike in the price of these raw materials, which may materially adversely affect Lifted. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Target companies may not be of the same caliber company as previous acquisitions, or target companies' management may not fit well into our corporate culture

 If we acquire a company that is not of the same caliber company as Lifted, or if we acquire a company that does not have management that is as talented and high energy as Lifted's management, or if for whatever reason the management of the acquired company does not fit in well with the rest of our team, we may become less attractive for potential investors, future acquisition targets may be uninterested in merging into our Company, and the overall camaraderie among the players in our Company may disappear. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be unable to keep pace with rapid industry, technological and market changes

 Lifted may be unable to keep pace with rapid industry, technological and market changes that could affect Lifted's services, products and businesses, or so keeping pace may require a substantial amount of Lifted's management time and substantial fees being paid to outside legal counsel and consultants. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Large competitors are expected to enter the hemp-derived, marijuana, psychoactive and nicotine product industries

 We expect that over the next few years major marijuana companies, tobacco companies, chain stores, manufacturers, retailers, alcoholic beverage and other consumer products companies, and distributors, with tremendous financial resources and marketing expertise will emerge to compete against Lifted in the hemp-derived, marijuana, psychoactive, and nicotine products industries. Lifted may not have the personnel, products, marketing and distribution capabilities, and/or financial resources to compete effectively against such larger companies. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Increases in labor costs could harm Lifted's business

 The U.S. in general, and Bend, Oregon in particular, have experienced very low unemployment, and higher minimum wages, which generally results in rising labor costs and limited access to qualified employment candidates. Such rising labor costs are adversely affecting the expenses of Ablis, Bendistillery and Bend Spirits, and may adversely affect the expenses of Lifted's business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We cannot predict the effect of inquiries, audits, lawsuits or actions by the DEA, the FDA, Federal Trade Commission, state attorneys general, other government agencies and/or quasi-government agencies, or plaintiffs' attorneys, into the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of Lifted's products

 Lifted is subject to the risks of investigations and/or enforcement actions or lawsuits by the DEA, the FDA, Federal Trade Commission ("FTC"), state attorneys general and/or other government and/or quasi-governmental agencies, or plaintiffs' attorneys, relating to the advertising, marketing, promotion, ingredients, usage and/or sale of Lifted's products. If an inquiry by the DEA, the FDA, FTC, a state attorney general or other government or quasi-government agency, or by plaintiffs' attorneys, finds that Lifted's products and/or the advertising, marketing, promotion, ingredients, usage and/or sale of such products are not in compliance with applicable laws or regulations, or that they are misleading, untruthful or unsubstantiated, Lifted may become subject to fines, product reformulations, product recalls, container changes, changes in the usage or sale of Lifted's products, changes in its advertising, marketing and promotion practices, and/or injunctions on the sale of the products, or lawsuits, each of which may have a material adverse effect on our business, financial condition or results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be required to obtain state, DEA and/or FDA permits, certifications and/or approvals in order to conduct business

 Lifted may be required to obtain and maintain state, DEA and/or FDA permits, certifications and/or approvals in order to conduct business involving hemp-derived products, marijuana, psychoactive substances, nicotine, food, other edibles, and consumer goods. These permits, certifications and/or approvals may not be obtainable, or obtaining and maintaining them may involve enormous expenditures of time and money for consultants, studies, facilities, compliance, purchases, acquisitions and other matters. Failure to obtain and maintain all necessary permits, certifications and approvals, or the enormous expenditures of time and money associated with obtaining and maintaining all necessary permits, certifications and approvals, may have a material adverse effect on our business, financial condition or results of operations, and on the trading price of our common stock.

 Lifted may be subject to investigations by OSHA or other workplace safety agencies

 Lifted's manufacturing, storage and shipping departments include the use of various machinery, equipment, vehicles and raw goods. Notwithstanding appropriate training protocols and safety measures, workplace accidents or deaths may occur, and may subject Lifted to investigations, fines and penalties by the Occupational Safety and Health Administration ("OSHA") or other state or local workplace safety agencies. Such accidents, investigations, fines and penalties may have a material adverse effect on our business, reputation, financial condition or results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to personal injury or workman's compensation claims

 If notwithstanding appropriate training protocols and safety measures, Lifted's employees are injured or killed on the job, Lifted may be subject to personal injury or workman's compensation claims. Defending these claims may require the expenditure of substantial management time and legal fees, and may result in material judgments or settlements that may or may not be covered by insurance. Such settlements or judgments related to personal injury or workman's compensation claims may have a material adverse effect on our business, reputation, financial condition or results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Litigation regarding Lifted's business and products, and related unfavorable media attention, may expose Lifted to significant liabilities and reduce demand for its products

 From time to time third parties may claim that certain statements made in Lifted's advertisements, certificates of analysis and/or on the labels of its products were false and/or misleading or otherwise not in compliance with standards applicable to food, other edibles, or non-prescription cannabinoid formulations under local, state or federal law, and/or that Lifted's products are not safe. Pending or threatened business-related and product-related litigation may consume significant financial and managerial resources and result in decreased demand for Lifted's products, significant monetary awards against Lifted, and injury to Lifted's and its management's reputations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Criticism of Lifted's products and/or criticism or a negative perception of Lifted's industry, could adversely affect Lifted

 Unfavorable reports on the health effects or pricing of Lifted's products, including product safety concerns, whether generated by scientists, researchers, journalists, consumers, government regulators, industry groups, or on social media may have an adverse effect on Lifted's business, financial condition and results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Vape, e-liquid, e-cigarette, and nicotine product risks

 Some of Lifted's inhalable products may contain nicotine or other substances. There is a risk that Lifted may be targeted by regulators or consumers with claims that its products are unsafe for vaping or consumption. The market for vapes, e-liquid, e-cigarettes, nicotine, and associated cartridges and paraphernalia is currently subjected to regulations and prohibitions of certain products in certain jurisdictions in response to deaths and illnesses that have occurred and that are apparently associated with vaping, and also in response to other health concerns of various types. These various prohibitions and regulations may have a material adverse effect on Lifted's financial condition, operating results, liquidity, cash flow and operational performance. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Sales of Lifted's vape products are subject to uncertainty in the evolving vape market due to negative public sentiment and regulatory scrutiny

 Vaping and electronic cigarettes were recently developed and therefore the scientific community has not yet had a sufficient period of time to study the long-term health effects of their use. Currently, there is no way of knowing with absolute certainty whether these products are safe for their intended use and the medical community is still studying these products' health effects. If the scientific community were to determine conclusively that use of any or all of these products poses long-term health risks, then market demand for these products and their use may materially decline. Such a determination may also lead to litigation and significant regulation. Loss of demand for vape products, product liability claims and increased regulation stemming from unfavorable scientific studies on vaping products may have a material adverse effect on Lifted's business, results of operations and financial condition. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Research regarding the health effects of hemp-derived products, marijuana, psychoactive substances and e-liquid containing nicotine is in relatively early stages and subject to further study which may impact demand for these products

 Research and clinical trials on the potential benefits and the short-term and long-term effects of the use of hemp-derived products, marijuana, psychoactive substances and e-liquid containing nicotine on human health remains in relatively early stages and there is limited standardization. As such, there are inherent risks associated with using hemp-derived products, marijuana, psychoactive products and e-liquid containing nicotine. Moreover, future research and clinical trials may reach different or negative conclusions regarding the benefits, viability, safety, efficacy, dosing or other facts and perceptions related to hemp-derived products, marijuana, psychoactive products, and e-liquid containing nicotine, which may adversely affect social acceptance of hemp-derived products, marijuana, psychoactive products, e-liquid containing nicotine, and the demand for Lifted's products. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's inability to innovate successfully and to provide new cutting edge products may adversely affect Lifted's business and financial results

 Lifted's ability to compete in its highly competitive industry and to achieve its business growth objectives depends, in part, on its ability to develop new products and unique packaging. The success of Lifted's innovation, in turn, depends on its ability to identify consumer trends and cater to consumer preferences. If Lifted is not successful in its innovation activities, then its business, financial conditions and results of operations may be adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Changes in consumer preferences may reduce demand for some of Lifted's products

 Lifted's industry is subject to changing consumer preferences and shifts in consumer preferences may adversely affect Lifted. Lifted's future success will depend, in part, upon its continued ability to develop and introduce different and innovative products that appeal to consumers. In order to retain and expand its market share, Lifted must continue to develop and introduce different and innovative products, although there can be no assurance of Lifted's ability to do so. There is no assurance that consumers will continue to purchase Lifted's products in the future. If certain finished goods are slow moving, they will be written off. Product lifecycles are uncertain and may never sell. The products Lifted currently market are in varying stages of their product lifecycles, and there can be no assurance that such products will become or remain profitable for Lifted. Lifted may be unable to achieve volume growth through product and packaging initiatives. Lifted may also be unable to penetrate new markets.

 Moreover, consumers are concerned about their health and wellness, and public and governmental officials and groups are increasingly vocal about smoking, vaping, and their potential adverse impacts. There has been a trend among many public health advocates to pursue a reduction in smoking and vaping, as well as increased public scrutiny of smoking and vaping. Increasing public concern in regard to smoking and vaping may reduce demand for Lifted's products.

 Additionally, as shopping patterns are being affected by the digital evolution and pandemics, with customers embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms, Lifted may be unable to address or anticipate changes in consumer shopping preferences. If Lifted's revenues decline, its business, financial condition and results of operations may be adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Any expansion of Lifted outside of the United States exposes Lifted to uncertain conditions and other risks in international markets

 As Lifted's growth strategy includes eventually expanding internationally, if Lifted is unable to expand distribution of its products outside the United States, its growth rate could be adversely affected. In many international markets, Lifted has limited operating experience and in some areas it has no operating experience. It is costly to establish, develop and maintain international operations and to develop and promote brands in international markets. Lifted's percentage gross profit margins in many international markets are expected to be less than the comparable percentage gross profit margins obtained in the United States. Lifted faces substantial risks associated with having foreign operations, including: economic and/or political instability in international markets; unfavorable foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and tariffs and/or trade restrictions. These risks may have a significant impact on Lifted's ability to sell its products on a competitive basis in international markets and may have a material adverse effect on its business, financial condition and results of operations. Also, operations outside of the United States are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations, higher product damages, particularly when products are shipped long distances, potentially higher incidence of fraud and/or corruption, credit risk of local customers and distributors and potentially adverse tax consequences. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 International expansion efforts would likely significantly increase our operational expenses

 We may in the future expand into other geographic areas, which could increase our operational, regulatory, compliance, reputational and foreign exchange rate risks. The failure of our operating infrastructure to support such expansion could result in operational failures and regulatory fines or sanctions. Future international expansion could require us to incur a number of up-front expenses, including those associated with obtaining regulatory approvals, as well as additional ongoing expenses, including those associated with infrastructure, staff and regulatory compliance. We may not be able to successfully identify suitable acquisition and expansion opportunities or integrate such operations successfully with our existing operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Global or regional catastrophic events may impact Lifted's operations and affect its ability to grow its business

 Lifted's business may be affected by unstable political conditions, civil unrest, large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where its products are distributed, the outbreak or escalation of armed hostilities, major natural disasters or widespread outbreaks of infectious diseases such as COVID-19 and its mutations. Such events may impact the production and/or distribution of Lifted's products. In addition, such events may disrupt global or regional economic activity, which may affect consumer purchasing power, thereby reducing demand for Lifted's products. If Lifted is unable to grow its business internationally as a result of these factors, its growth rate may decline. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We are currently operating in a period of significant economic and political uncertainty and capital markets disruption, and our business may be materially adversely affected in such an environment

 Many factors are contributing to economic and political uncertainty and capital markets disruption in the U.S. and globally, including inflation, high interest rates, political polarization, natural catastrophes, and ongoing military conflicts in Ukraine, Israel, Syria, Yemen and other parts of the world. The durations and impacts of these adverse factors are unpredictable, and may lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may rely on third party vendors to manufacture its products

 Lifted may not manufacture certain raw or finished goods, but instead outsource manufacturing of these goods to third party vendors. In the event of a disruption and/or delay, or significant tariffs, Lifted may be unable to procure alternative vendors at commercially reasonable rates and/or within a reasonably short time period. If Lifted is unable to maintain good relationships with its largest vendors, or if its costs of co-packing increase, its business, financial condition and results of operations may be adversely affected.

 Lifted does not have exclusive contracts with the majority of its vendors, which subjects Lifted to the risk that those vendors may sell the same products to Lifted's competitors. In some cases, Lifted's vendors may be affiliated with and manufacture other hemp-derived, marijuana, psychoactive or consumable products. In such cases, these products may compete directly with Lifted's products.

 Lifted's vendors may make raw materials or finished products that sometimes fail to meet Lifted's standards. This subjects Lifted to the risk that distributors, retail locations and consumers may be dissatisfied with Lifted's products and demand a refund or a credit, and/or may refuse in the future to purchase Lifted's products. In addition, Lifted's contract manufacturers may not deliver their products to Lifted on schedule. Delays in scheduled product deliveries may cause distributors, retail locations and consumers to not purchase Lifted's products, damaging Lifted's brand reputation.

 The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted relies upon third parties to carry and market its products

 Unilateral decisions may be taken by Lifted's distributors and wholesalers to discontinue carrying certain or all of Lifted's products that they are carrying at any time, which may cause Lifted's business to suffer.

 The marketing efforts of Lifted's distributors and wholesalers are important for Lifted's success. If Lifted's brands prove to be less attractive to Lifted's existing distributors and wholesalers, or if Lifted fails to attract additional distributors and wholesalers, and/or if Lifted's distributors and wholesalers do not market, promote and distribute Lifted's products effectively, Lifted's business, financial condition and results of operations may be adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Increases in costs and/or shortages of raw materials and/or ingredients and/or fuel/energy and/or costs of co-packing may harm Lifted's business

 The costs and availability of the raw materials used by Lifted are subject to fluctuations. For certain terpenes, flavors, raw goods, formulas and other products purchased from third-party suppliers, these suppliers own the proprietary rights to certain of their products. Lifted does not have possession of the list of the ingredients or formulas used in the production of certain of their products and certain of their blended concentrates, and Lifted may be unable to obtain comparable products from alternative suppliers on short notice. Industry-wide shortages of certain products have been, and may from time to time in the future be, encountered, which may interfere with and/or delay production of certain of Lifted's products.

 Moreover, volatility in the global oil markets has resulted in high fuel prices, which many shipping companies have passed on to their customers by way of higher base pricing and increased fuel surcharges. Due to the price sensitivity of our products, we may not be able to pass such increases on to our customers. In addition, certain of Lifted's co-packing arrangements may allow such co-packers to increase their fees based on certain of their own cost increases. The prices of any of the above and other raw materials such as batteries and packaging, among others, may continue to rise or may rise in the future. Lifted may or may not be able to pass any of such increases on to its customers. In recent years, the United States has imposed tariffs on many products and goods imported from China and certain other countries. Additional tariffs imposed by the United States on a broader range of imports, or further retaliatory trade measures taken by China or other countries in response, may result in an increase in supply chain costs and/or shortages of raw materials. In addition, some of these raw materials are available from limited suppliers. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's inability to accurately estimate demand for its products may adversely affect its business and financial results

 Lifted may not correctly estimate demand for its existing products and/or new products. Lifted's ability to estimate demand for its products is imprecise, particularly with regard to new products, and may be less precise during periods of rapid growth, particularly in new markets. If Lifted materially underestimates demand for its products or is unable to secure sufficient ingredients or raw materials or experiences difficulties with its co-packing arrangements, including production shortages or quality issues, it may not be able to satisfy demand on a short-term basis. Moreover, industry-wide shortages of certain raw materials and products have been and may, from time to time in the future, be experienced, resulting in production fluctuations and/or product shortages. Such shortages may interfere with and/or delay production of certain of Lifted's products and may have a material adverse effect on its business and financial results. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted does not maintain sufficient inventory levels, if Lifted is unable to deliver its products to its customers in sufficient quantities, and/or if Lifted's customers' or retailers' inventory levels are too high, Lifted's operating results may be adversely affected

 If Lifted does not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, Lifted's inventory levels may be inadequate and its results of operations may be negatively impacted. If Lifted fails to meet its shipping schedules, Lifted may damage its relationships with distributors and/or retailers, increase its distribution costs and/or cause sales opportunities to be delayed or lost. In order to be able to deliver its products on a timely basis, Lifted needs to maintain adequate inventory levels of the desired products. If the inventory of its products held by its distributors and/or retailers is too high, they will not place orders for additional products, which may unfavorably impact Lifted's future sales and adversely affect its operating results. If Lifted overestimates distributor or retailer demand for its products, Lifted may end up with too much inventory, resulting in higher storage costs or less warehouse space and the risk of inventory spoilage. If Lifted fails to manage its inventory to meet demand, Lifted may damage its relationships with its distributors and retailers and may delay or lose sales opportunities, which may unfavorably impact its future sales and adversely affect its operating results. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The costs of packaging supplies are subject to price increases from time to time, and Lifted may be unable to pass all or some of such increased costs on to its customers

 Lifted's packaging suppliers may increase the prices that they charge Lifted for packaging supplies based on changes in the costs of the underlying commodities that are used to produce those packaging supplies. If the costs of these packaging supplies increase, Lifted may be unable to pass these costs along to its customers through corresponding adjustments to the prices it charges, which could have a material adverse effect on its results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted encounters product recalls, its business may suffer and it may incur material losses

 Lifted may be required from time to time to recall products entirely or from specific co-packers, markets or batches if such products become contaminated, damaged, mislabeled, cause fires, explode or otherwise become materially non-compliant with applicable federal, state or local regulatory requirements. Material product recalls may adversely affect Lifted's profitability and its brand image. Lifted typically does not maintain recall insurance, so the negative financial impact of a recall upon Lifted may be significant. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's working capital may be inadequate or strained, and the issue may be exacerbated by account receivable collection issues

 There has been significant financial stress on Lifted's industry. This stress, in certain cases, has caused distributors to refuse to make up-front payments, or to refuse to make timely payments on purchases, from suppliers such as Lifted. Some distributors are apparently so cash-strapped that they are demanding that products be supplied to them on consignment, or to be subject to shelf-stocking fees. This difficult financial environment has strained Lifted's working capital balance, and has made it increasingly difficult for Lifted to aggressively purchase the larger quantities of raw materials and inventory that are needed to fuel Lifted's growth. Lifted's inadequate or strained working capital is exacerbated by account receivable collection issues. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to payments-related risks and costs

 Lifted may accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift cards, direct debit from a customer's bank account, consumer invoicing, physical bank check, and payment upon delivery. For existing and future payment options Lifted offers to its customers, Lifted may become subject to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that may result in significant costs and reduce the ease of use of its payments products), as well as fraud. For certain payment methods, including credit and debit cards, Lifted pays interchange and other fees, which may increase over time and raise its operating costs and lower profitability. Lifted may rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, electronic checks, and promotional financing. In each case, it may disrupt Lifted's business if these companies become unwilling or unable to provide these services to Lifted. Lifted may also be subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which may change or be reinterpreted to make it difficult or impossible for Lifted and to comply. If Lifted fails to comply with these rules or requirements, or if Lifted's data security systems are breached, compromised, or otherwise unable to detect or prevent fraudulent activity, Lifted may be liable for card issuing banks' costs, may be subject to fines and higher transaction fees, and may lose its ability to accept credit and debit card payments from its customers, process electronic funds transfers, or facilitate other types of online payments, and Lifted's business and operating results may be adversely affected. Lifted may also be subject to or voluntarily comply with a number of other laws and regulations relating to payments, money laundering, international money transfers, privacy and information security, and electronic fund transfers. If Lifted were found to be in violation of applicable laws or regulations, Lifted may be subject to additional requirements and civil and criminal penalties, or may be forced to cease providing certain services. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If Lifted is not able to retain the full-time services of senior management, there may be an adverse effect on its operations and/or its operating performance until Lifted finds suitable replacements

 Lifted's business is dependent, to a large extent, upon the services of its senior management. Lifted does not currently maintain key person life insurance on any members of its senior management. The loss of services of Lifted's senior management may adversely affect its business until suitable replacements can be found. There may be a limited number of personnel with the requisite skills to serve in these positions, and Lifted may be unable to locate or employ such qualified personnel on acceptable terms. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Climate change may negatively affect Lifted's business

 There is concern that a gradual increase in global average temperatures due to increased carbon dioxide and other greenhouse gases in the atmosphere may cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns may result in decreased agricultural productivity in certain regions, which may limit availability and/or increase the cost of certain raw goods used in Lifted's products and may impact the food security of communities around the world. Increased frequency or duration of extreme or inclement weather conditions may also impair production capabilities, disrupt Lifted's supply chains (including, without limitation, the availability of, and/or result in higher prices for raw goods and finished goods) and/or impact demand for Lifted's products. Natural disasters and extreme weather conditions, such as bomb cyclones, hurricanes, wildfires, freezing temperatures, heavy snow, earthquakes or floods, may affect Lifted's operations and the operation of Lifted's supply chains and unfavorably impact the demand for, or Lifted's consumers' ability to purchase, Lifted's products. The predicted effects of climate change may also result in challenges regarding availability and quality of water, or less favorable pricing for water, which may adversely impact Lifted's businesses and results of operations. In addition, public expectations for reductions in greenhouse gas emissions may result in increased energy, transportation and raw material costs, and may require Lifted to make additional investments in facilities and equipment. As a result, the effects of climate change may have a long-term adverse impact on Lifted's business and results of operations. Sales of Lifted's products may also be influenced to some extent by weather conditions in the markets in which Lifted operates. Weather conditions may influence consumer demand for certain of Lifted's products, which may have an effect on Lifted's operations, either positively or negatively. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Potential changes in accounting standards or practices and/or taxation or new accounting standards, or changes in the assumptions used in accounting matters, may adversely affect Lifted's financial results

 From time to time, the FASB, the SEC and other regulatory bodies may issue new and revised standards, interpretations and other guidance that change US GAAP. Future changes in accounting standards or practices may have an impact on Lifted's financial results. New accounting standards may be issued that change the way Lifted records revenues, expenses, assets and liabilities. The effects of such changes may include prescribing an accounting method where none had been previously specified, prescribing a single acceptable method of accounting from among several acceptable methods that currently exist, or revoking the acceptability of a current method and replacing it with an entirely different method, among others. These changes in accounting standards may adversely affect Lifted reported earnings or results of operations, financial condition and other financial measurers. Increases in direct and indirect income tax rates may affect after-tax income. Equally, increases in indirect taxes (including environmental taxes pertaining to the disposal of beverage containers and/or indirect taxes on beverages) may affect Lifted's products' affordability and reduce Lifted's sales. Accounting principles related to stock based compensation, inventory, revenue recognition, sales allowances, and income tax provisions, among others, are highly complex and involve many subjective assumptions, estimates and judgments by management. Changes to the accounting rules related to these areas or the interpretation of the rules, or changes in underlying assumptions, estimates or judgments by our management may adversely affect reported financial results. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Fluctuations in Lifted's effective tax rates may adversely affect its financial conditions and results of operations

 Lifted may be subject to income and other taxes in both the U.S. and certain foreign jurisdictions. Therefore, Lifted may be subjected to audits for multiple tax years in various jurisdictions at once. At any given time, events may occur which change Lifted's expectations about how any such tax audits will be resolved and thus, there may be variability in Lifted's quarterly and/or annual tax rates. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act, which imposes broad and complex changes to the U.S. tax code and may have tax implications for Lifted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Growth of operations will depend on the acceptance of Lifted's products and consumer discretionary spending

 The acceptance of Lifted's products by distributors, wholesalers and consumers is critically important to the success of Lifted. Acceptance of our products depends on several factors, including, but not limited to, availability, cost, ease of use, familiarity of use, convenience, effectiveness, safety and reliability. If customers do not accept our products, or if such products fail to adequately meet customers' needs and expectations, our ability to continue generating revenues could be reduced. Shifts in customer preferences away from Lifted's products, Lifted's inability to develop products that appeal to both retailers and consumers, or changes in Lifted's products that eliminate items popular with some consumers, may harm Lifted's business. Also, Lifted's success will depend to a significant extent on discretionary user spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly, Lifted may experience an inability to generate revenue during economic downturns or during periods of uncertainty, such as during pandemics, when users may decide to purchase products that are cheaper or to forego purchasing any type of Lifted's products, due to a lack of available capital. Any material decline in the amount of discretionary spending may have a material adverse effect on Lifted's sales, results of operations, business and financial condition. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We cannot be certain that the products that Lifted offers will become, or continue to be, appealing and as a result there may not be any demand for these products and Lifted's sales may decrease, which may result in a loss of revenue

 Demand for Lifted's products depends on many factors, including the number of customers that Lifted is able to attract and retain over time, and the competitive environments in Lifted's industry. This may force Lifted to reduce prices below the desired price levels or to increase promotional spending. Inability to anticipate changes in user preferences and to meet consumers' needs in a timely and cost-effective manner all may result in immediate and longer term declines in the demand for the products Lifted plans to offer, which may adversely affect Lifted's sales, cash flows and overall financial condition, or may lead to write-offs of slow-moving inventory. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Competition that Lifted faces is varied and strong

 Lifted's products and industries are subject to intense competition. Lifted faces intense competition from other companies, some of which have longer operating histories and more financial resources and manufacturing, retail and marketing experience than us. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and results of operations. There is no guarantee that Lifted can develop or sustain a market position or expand its business. We anticipate that the intensity of competition in the future will increase.

 Lifted competes with a number of entities in providing products to its customers. Such competitor entities include: (1) a variety of large multinational corporations, including but not limited to companies that have established loyal customer bases over several decades; (2) companies that have an established customer base, and have the same or a similar business plan as Lifted does and may be looking to expand nationwide; and (3) a variety of other local and national companies with which Lifted either currently or may, in the future, compete.

 Many of Lifted's current and potential competitors are well established and have longer operating histories, significantly greater financial and operational resources, and greater name and brand recognition than Lifted has. As a result, these competitors may have greater credibility with both existing and potential customers. They also may be able to offer more products and more aggressively promote and sell their products. Lifted's competitors may also be able to support more aggressive pricing than Lifted will be able to, which may adversely affect sales, cause Lifted to decrease its prices to remain competitive, or otherwise reduce the overall gross profit earned on Lifted's products. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Competition from large, well-financed consumer products, marijuana, tobacco or nicotine product manufacturers or distributors may adversely affect Lifted's distribution relationships and may hinder development of Lifted's existing markets, as well as prevent Lifted from expanding its markets

 The tobacco, nicotine, hemp, marijuana and consumer goods industries are highly competitive. Lifted competes with other hemp brands, marijuana, tobacco, nicotine, and other consumer goods companies for consumer acceptance, shelf space in retail outlets, and for the marketing support of distributors and wholesalers, many of whom also distribute or carry their own brands which compete with Lifted's brands. Some of Lifted's competitors have substantially greater financial resources than Lifted. Some of Lifted's competitors place tremendous pressure on independent distributors to not carry competing brands such as Lifted's.

 Lifted's competitors may have advantages such as lower production costs, greater financial and marketing resources, and more developed and extensive distribution networks. Lifted may not be able to grow its sales or inventory, or maintain its selling prices, whether in existing markets or as it enters new markets.

 Increased competitor consolidations, marketplace competition, and competitive product and pricing pressures could impact Lifted's earnings, market share and volume growth. Due to competition, Lifted may be unable to sufficiently maintain or develop its distribution channels, and it may be unable to achieve its revenue and financial targets. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted's industry requires the attraction and retention of talented employees

 Success in Lifted's industry does and will continue to require the acquisition and retention of highly talented and experienced individuals. Due to the growth in hemp-derived and psychoactive products industries, such individuals and the talent and experience they possess is in high demand. There is no guarantee that Lifted will be able to attract and maintain access to such individuals. The attraction and retention of such individuals may require the Company to offer stock, warrants and/or bonuses as incentives. If Lifted fails to attract, train, motivate and retain talented personnel, Lifted's business, financial conditions, and operating results may be materially and adversely impacted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted depends on a limited number of suppliers of raw and packaging materials

 Lifted relies upon a limited number of suppliers for raw and packaging materials used to make and package its products. Lifted's success will depend in part upon its ability to successfully secure such materials from suppliers that are delivered with consistency and at a quality that meets its requirements. The price and availability of these materials are subject to market conditions. Increases in the price of Lifted's products due to the increase in the cost of raw materials may have a negative effect on its business.

 If Lifted is unable to obtain sufficient quantities of raw and packaging materials, delays or reductions in product shipments may occur which would have a material adverse effect on Lifted's business, financial conditions and results of operations. If Lifted's packaging suppliers replicate and sell Lifted's proprietary or custom packaging designs to competitors, or disclose to competitors Lifted's future products, there may be material adverse effects on Lifted's business, financial conditions and results of operations. The supply and price of raw materials used to produce Lifted's products can be affected by a number of factors beyond Lifted's control, such as political tensions between the US and China, tariffs, freight- and port-related backups and other logistical problems, wildfires, frosts, droughts, other weather conditions, economic factors affecting growing decisions, and various plant diseases and pests. If any of the foregoing were to occur, no assurance can be given that such condition would not have a material adverse effect on Lifted's business, financial condition and results of operations. In addition, Lifted's results of operations are dependent upon its ability to accurately forecast its requirements of raw materials. Any failure by Lifted to accurately forecast its demand for raw materials may result in an inability to meet higher than anticipated demand for products or producing excess inventory, either of which may adversely affect its results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted depends on a small number of customers for a significant portion of its sales

 Distributors' and wholesalers' buying power has increased, as competition in the hemp and consumer goods industries has increased, and as distributors and wholesalers have increased their own private brand offerings, leading to increasing margin demands of Lifted. Distributors and wholesalers are increasingly in a better position to resist Lifted's price increases and demand lower prices, and to demand Lifted to provide larger and more tailored promotional programs. If Lifted does not successfully provide appropriate marketing, product, packaging, pricing and service to these distributors and wholesalers, Lifted's product availability, sales and margins may suffer. Certain distributors and wholesalers make up a significant percentage of Lifted's sales. The loss of sales of any of Lifted's products by a major retailer may have a material adverse effect on our business and financial performance. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Third party manufacturers may make decisions adverse to Lifted's best interests

 A portion of Lifted's sales revenue is dependent on third party manufacturers that Lifted does not control. The majority of these manufacturers' business comes from producing and/or selling either their own products or competitors' products. As independent companies, these manufacturers make their own business decisions. They may have the right to determine whether, and to what extent, they manufacture Lifted's products, Lifted's competitors' products and their own products. They may devote more resources to other products or take other actions detrimental to Lifted's brands. In many cases, they are able to terminate their manufacturing arrangements with Lifted without cause. Lifted may need to increase support for its brands in their territories and may not be able to pass on price increases to them. Lifted's financial condition may also be adversely affected by conditions beyond Lifted's control, and Lifted's business may suffer as a result. Deteriorating economic conditions may negatively impact the financial viability of third party manufacturers. Any of these factors may negatively affect Lifted's business and financial performance. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Failure of third-party distributors upon which Lifted relies may adversely affect its business

 Lifted may rely heavily on third party distributors for the sale of a portion of its products to retailers. The loss of a significant distributor may have a material adverse effect on Lifted's business, financial condition and results of operations. Lifted's distributors may also provide distribution services to competing brands, as well as larger, national or international brands, and may be to varying degrees influenced by their continued business relationships with other larger companies. Lifted's independent distributors may be influenced by a large competitor if they rely on that competitor for a significant portion of their sales. There can be no assurance that Lifted's distributors will continue to effectively market and distribute Lifted's products. The loss of any distributor or the inability to replace a poorly performing distributor in a timely fashion may have a material adverse effect on Lifted's business, financial condition and results of operations. Furthermore, no assurance can be given that Lifted will successfully attract new distributors as it increases its presence in its existing markets or expand into new markets. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Disruptions to production at Lifted's manufacturing and distribution facilities may occur

 Disruptions in production at Lifted's manufacturing facilities may have material adverse effects on its business. In addition, disruptions may occur at any of Lifted's other facilities or those of Lifted's suppliers or distributors. The disruptions may occur for many reasons, including pandemics, fire, natural disaster, inclement weather, bomb cyclones, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which may negatively affect Lifted's business and financial performance. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to seasonality related to sales of its products

 Lifted's business may be subject to substantial seasonal fluctuations. Lifted's operating results for any particular quarter may not necessarily be indicative of any other results. If for any reason Lifted's sales were to be substantially below seasonal norms, then Lifted's annual revenues and earnings may be materially and adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may fail to comply with applicable government laws and regulations

 Lifted is subject to a variety of federal, state and local laws and regulations in the U.S. These laws and regulations apply to many aspects of its business including the manufacture, safety, labeling, transportation, advertising, sale of its products, consumer age verification, the collection and remittance of sales and use taxes, income taxes, payroll taxes, marijuana, tobacco and excise taxes, other fees, and the filing of related returns. Some of these laws (including tax laws and regulations such as excise and sales tax) and regulations are complex, ambiguous, subject to multiple interpretations, and/or subject to frequent changes. Sales and use taxes, excise taxes, or other fees or taxes may be improperly collected or remitted improperly or late. In addition, filings and amendments to filings may not be prepared and filed on time with the appropriate regulatory or government entity.

 Violations of these laws or regulations in regard to the manufacture, safety, labeling, consumer age verification, transportation and advertising of Lifted's products may damage its reputation and/or result in regulatory actions with substantial penalties, or lawsuits filed against Lifted. In addition, any significant change in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations, may result in increased compliance costs or capital expenditures. In particular, regulatory focus on the health, safety and marketing of vapes, smokable products, edible/ingestible products, and beverage products is increasing. Certain federal or state regulations or laws affecting the labeling of Lifted's products, such as California's "Prop 65," which requires warnings on any product with substances that the state lists as potentially causing cancer or birth defects, are or may become applicable to Lifted's products. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to complex and/or ambiguous laws and regulations

 Some of the laws and regulations governing Lifted's industry are complex and/or ambiguous, and are subject to different legal interpretations. Depending on what legal interpretations are enforced by regulatory agencies and the courts, we may be subject to prohibitions, restrictions, regulations, taxation or other requirements that we currently do not believe are applicable to us. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted faces various operating hazards that may result in the reduction of its operations

 Lifted operations are subject to certain hazards and liability risks faced by beverage, food and edibles companies that manufacture and distribute drink products, food and other edibles, such as defective products, contaminated products and damaged products. The occurrence of such problems may result in a costly product recall and serious damage to Lifted's reputation for product quality, and may potentially lead to lawsuits and governmental investigations. No assurance can be given that insurance (if any) will be adequate to fully cover any incidents of product contamination or injuries resulting from Lifted's operations and products. Lifted may not be able to continue to maintain insurance (if any) with adequate coverage for liabilities or risks arising from its business operations on acceptable terms. Even if insurance (if any) is adequate, insurance premiums may increase significantly which may result in higher costs for Lifted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Litigation and publicity concerning product safety or quality, health, human and workplace rights, and other issues may damage Lifted's brand image and corporate reputation, and may adversely affect Lifted's results of operations, business and financial conditions

 Lifted's success depends on its ability to build and maintain the brand images for its existing products, new products and brand extensions, and maintaining its corporate reputation. There can be no assurance that Lifted's advertising, marketing and promotional programs and its commitment to product safety and quality and human rights will have the desired impact on its products' brand image and on consumer preference and demand. Product safety, quality and/or ingredient content issues, efficacy or lack thereof (real or imagined), or allegations of product contamination, even if false or unfounded, could tarnish the image of the affected brands and may cause consumers to choose other products. Furthermore, Lifted's brand images or perceived product quality may be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving Lifted's products or those of its competitors) and proposed or new legislation affecting its industry. In addition, from time to time, there may be public policy endeavors that are either directly or indirectly related to Lifted's products and packaging or to its business. These public policy debates can occasionally be the subject of backlash from advocacy groups that have a differing point of view and may result in adverse media and consumer reaction, including product boycotts.

 Similarly, Lifted's sponsorship relationships or collaborations may subject Lifted to negative publicity as a result of actual or alleged misconduct by individuals or entities associated with organizations or individuals Lifted sponsors or supports or collaborates with. Likewise, campaigns by activists connecting Lifted or its supply chains with human and workplace rights issues may adversely impact Lifted's corporate image and reputation. Allegations, even if untrue, that Lifted is not respecting one or more of the human rights found in the United Nations Universal Declaration of Human Rights; actual or perceived failure by Lifted's suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws, or its actual or perceived abuse or misuse of migrant workers; and adverse publicity surrounding obesity and health concerns related to Lifted's products, water usage, environmental impact, labor relations or the like may negatively affect Lifted's overall reputation and brand image, which in turn may have negative impacts on Lifted's products' acceptance by consumers.

 Lifted may also incur significant liabilities, if lawsuits or claims result in decisions against them, or litigation costs, regardless of the result. Further, any litigation may cause Lifted's key employees to expend resources and time normally devoted to the operations of Lifted's business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 It is difficult and costly for Lifted to protect its proprietary rights

 Lifted's commercial success will depend in part on obtaining and maintaining trademark protection, patent protection, and trade secret protection of its products and brands, as well as successfully defending that intellectual property against third-party challenges, which Lifted might not be able to do. Lifted will only be able to protect its intellectual property related to its trademarks, patents and brands (if any) to the extent that it has rights under valid and enforceable trademarks, patents or trade secrets that cover its products and brands, which it might not have. Changes in either the trademark and patent laws or in interpretations of trademark and patent laws in the U.S. and other countries may diminish the value of its intellectual property (if any). Accordingly, Lifted cannot predict the breadth of claims that may be allowed or enforced in its issued trademarks or its issued patents (if any). The degree of future protection for its proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect its rights or permit it to gain or keep its competitive advantage. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may face intellectual property infringement claims that may be time-consuming and costly to defend, and could result in loss of significant rights and the assessment of treble damages

 From time to time Lifted may face intellectual property infringement, misappropriation, or invalidity/non-infringement claims from third parties. Some of these claims may lead to litigation. The outcome of any such litigation can never be guaranteed, and an adverse outcome may affect Lifted negatively. For example, were a third party to succeed on an infringement claim against Lifted, Lifted may be required to pay substantial damages (including up to treble damages if such infringement were found to be willful). In addition, Lifted may face an injunction, barring it from conducting the allegedly infringing activity. The outcome of the litigation may require Lifted to enter into a license agreement which may not be under acceptable, commercially reasonable, or practical terms or Lifted may be precluded from obtaining a license at all. It is also possible that an adverse finding of infringement against Lifted may require it to dedicate substantial resources and time in developing non-infringing alternatives, which may or may not be possible. In the case of diagnostic tests, Lifted may also need to include non-infringing technologies which may require Lifted to re-validate its tests. Any such re-validation, in addition to being costly and time consuming, may be unsuccessful.

 Finally, Lifted may initiate claims to assert or defend its own intellectual property against third parties. Any intellectual property litigation, irrespective of whether Lifted is the plaintiff or the defendant, and regardless of the outcome, is expensive and time-consuming, and may divert Lifted's management's attention from its business and negatively affect its operating results or financial condition. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Lifted may be subject to claims by third parties asserting that Lifted or Lifted's employees have misappropriated the third parties' intellectual property, or claiming ownership of what Lifted regards as its own intellectual property

 Although Lifted tries to ensure that it, its employees, and independent contractors do not use the proprietary information or know-how of others in their work for Lifted, Lifted may be subject to claims that it, its employees, or independent contractors have used or disclosed intellectual property in violation of others' rights. These claims may cover a range of matters, such as challenges to Lifted's trademarks, as well as claims that its employees or independent contractors are using trade secrets or other proprietary information of any such employee's former employer or independent contractors. As a result, Lifted may be forced to bring claims against third parties, or defend claims they may bring against Lifted, to determine the ownership of what Lifted regards as its intellectual property. If Lifted fails in prosecuting or defending any such claims, in addition to paying monetary damages, Lifted may lose valuable intellectual property rights or personnel. Even if Lifted is successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We will not control businesses in which we own a minority equity ownership interest

 We will not control any business in which we own a minority equity ownership interest, such as Ablis, Bendistillery and Bend Spirits. We can provide no assurance that the owner of the majority equity ownership interest of such business will be able to manage such business successfully. A failure by the controlling owner of a company in which we own a minority equity ownership interest may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Under US GAAP, we will not be able to consolidate our financial statements with the financial statements of companies in which we own minority equity ownership interests

 US GAAP does not permit the consolidation of our financial statements with the financial statements of companies in which we own minority equity ownership interests and have no substantial influence over the management of the businesses. US GAAP also requires us 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, we will not be allowed to consolidate into our financial statements any portion of the revenues, earnings or assets of companies in which we own minority equity ownership interests such as Ablis, Bendistillery and Bend Spirits.

 Also, under US GAAP, we used the equity method of accounting to account for our 50% membership interest in SmplyLifted prior to the Lifted's sale of that interest in February 2022. Under the equity method of accounting, we recorded our initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. We then recorded our share (50%) of SmplyLifted's losses as losses on the Consolidated Statements of Operations. In addition, under the equity method of accounting, the investment's value was adjusted on a quarterly basis to reflect the changes in value due to Lifted's share in SmplyLifted's losses.

 As a result of these effects of US GAAP, potential buyers or sellers of our stock may be confused because they may not be able to immediately understand the financial results and the values of the minority ownership interests that we have in certain businesses such as Ablis, Bendistillery and Bend Spirits, or future businesses. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to exit from minority equity ownership interests

 We may not be able to exit from minority equity ownership interests in companies such as Ablis, Bendistillery and Bend Spirits on acceptable terms, if at all. Because our equity ownership interests in these companies will not allow us to clearly control the management, operations, and direction of the businesses, a potential sale or other exit from such investment may be extremely difficult or impossible to achieve on acceptable terms, if at all. The other owners of equity ownership interests in such businesses may refuse to cooperate with such a sale or exit, or may engage in business practices including but not limited to inflated salaries, stock dilution, obstructionist or delaying tactics, or other behavior that would result in our equity ownership interests having an extremely limited or non-existent market. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to properly brand our Company

 In September 2021, we changed the name of our company to "LFTD Partners Inc." from "Acquired Sales Corp.", and we changed our ticker symbol to "LSFP" from "AQSP". On March 15, 2022 we changed our ticker symbol to "LIFD".

 Because we intend to acquire equity ownership interests in many different Cannabis Companies, with a range of products, packaging, names and cultures, we may not be able to properly brand our Company or properly represent all of the companies in which we are invested. Potential acquisition candidates, consumers, and potential investors may have difficulty assimilating all of our diverse business interests, and consequently may not give our common stock a proper valuation. Even if we change the name of our Company to a name that more properly reflects our focus on acquiring equity ownership interests in Cannabis Companies, such a name change may not be embraced by consumers or potential investors. Moreover, no assurances or guarantees may be provided that the Financial Industry Regulatory Authority ("FINRA") will grant requests for ticker symbol changes, or that such ticker symbol changes will be embraced by consumers or potential investors. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to properly market our products

 Marketing our products properly will require a great deal of marketing expertise, an extensive and trained staff, and large amounts of marketing dollars. Our marketing expertise and experience is limited, our staff size and training is limited, and we lack large amounts of marketing dollars. A failure or inability to properly market our products may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to properly manage multiple businesses

 We may not be able to properly manage multiple businesses in the hemp-derived, psychoactive, and consumable products industries. Managing multiple businesses may be more complicated than managing a single line of business, and may require that we hire and manage executives with experience and expertise in different fields. We can provide no assurance that we will be able to do so successfully. A failure to properly manage multiple businesses may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to successfully integrate new acquisitions

 Even if we are able to acquire additional companies or assets, we may not be able to successfully integrate or achieve synergies among those companies or assets. For example, we may need to integrate or coordinate widely dispersed operations with different corporate cultures, operating margins, competitive environments, computer systems, accounting software, compensation schemes, business plans and growth potential requiring significant management time and attention. In addition, the successful integration or coordination of any companies we acquire will depend in large part on the retention of personnel critical to our combined business operations due to, for example, unique technical skills or management expertise. We may be unable to retain existing management, finance, accounting, engineering, sales, customer support, and operations personnel that are critical to the success of the integrated Company, resulting in disruption of operations, loss of key information, expertise or know-how, unanticipated additional recruitment and training costs, and otherwise diminishing anticipated benefits of these acquisitions, including loss of revenue and profitability. Failure to successfully integrate acquired businesses may have a material adverse effect on our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our acquisitions of businesses may be extremely risky and we may lose all of our investments

 We may invest in the marijuana, nicotine, hemp-derived, psychoactive, consumable products, or other risky industries. An investment in these companies may be extremely risky because, among other things, the companies we are likely to focus on: (1) may be viewed as being dangerous or illegal by the DEA or FDA, by state governments, or by other governmental or regulatory bodies and agencies; (2) typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns; (3) tend to be privately-owned and generally have little publicly available information and, as a result, we may not learn all of the material information we need to know regarding these businesses; (4) are more likely to depend on the management talents and efforts of a small group of people; and, as a result, the death, disability, resignation or termination of one or more of these people could have an adverse impact on the operations of any business that we may acquire; (5) may have less predictable operating results; (6) may from time to time be parties to litigation; (7) may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence; (8) may require substantial additional capital to support their working capital, operations, expansion, marketing, research, or maintain their competitive position; and (9) their financial statements may be unaudited, improperly prepared, and/or their internal financial controls may be inadequate or non-existent. Our failure to efficiently make accretive acquisitions that meet all of our criteria may have a material adverse effect on our business, results of operations, and financial condition. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Future acquisitions may fail to perform as expected

 Future acquisitions may fail to perform as expected, for many reasons, many of which may be unforeseen. For examples: information supplied to us regarding future acquisitions may be incomplete, inaccurate or misleading; we may overestimate future acquisitions' cash flow, underestimate their costs, or fail to understand their risks; the management of future acquisitions may clash with our management or our board of directors, lose focus on growing the profitability of their businesses, or may resign to pursue other interests; or future acquisitions may be crushed by larger and more experienced and financially stronger competitors. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Competition may result in overpaying for acquisitions

 Other investors with significant capital may compete with us for attractive investment opportunities. These competitors may include publicly traded companies, private equity firms, privately held buyers, individual investors, and other types of investors. Such competition may increase the price of acquisitions, or otherwise adversely affect the terms and conditions of acquisitions. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may have insufficient resources to cover our debts, operating expenses, dividends owed on our preferred stock, and the expenses of raising money and consummating acquisitions

 We have limited cash to cover the costs of building inventory, hiring employees, expanding our operational footprint, our company-wide bonus pool, other business operating expenses, dividends owed on our preferred stock, and the expenses incurred in connection with money raising, performing due diligence and acquiring businesses, and the SEC filings and audit responsibilities associated with being a publicly traded company. If we do not have sufficient proceeds available to cover our expenses, we may be forced to attempt to obtain additional financing, either from our management or third parties. We may not be able to obtain additional financing on acceptable terms, if at all, and neither our management nor any third party is obligated to provide any financing. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to identify good acquisitions in the future

 There can be no assurance that we will be successful in locating acquisition candidates meeting our criteria in the future. In the event that we complete a future merger or acquisition transaction, of which there can be no assurance, our success, if any, will be dependent upon the operations, financial condition and management of the target company, and upon numerous other factors beyond our control. If the operations, profitability, financial condition or management of the target company were to be disrupted or otherwise negatively impacted following a transaction, our Company and our common stock price may be negatively impacted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may carry out actions that will not require our stockholders' approval

 The terms and conditions of any acquisition may require us to take actions that may not require our stockholders' approval. In order to acquire certain companies or assets, we may issue additional shares of common or convertible preferred stock, or borrow money or issue debt instruments including debt convertible into capital stock. Not all of these actions would require our stockholders' approval even if these actions dilute our stockholders' economic or voting interests as shareholders. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our investigation of potential acquisitions will be limited

 Our analysis of new business opportunities will be undertaken by or under the supervision of our Investment Committee. Inasmuch as we will have limited funds available to search for business opportunities and ventures, we will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. We will, however, investigate, to the extent believed reasonable by our Investment Committee, such potential business opportunities or ventures by conducting a "due diligence investigation". In a due diligence investigation, we intend to obtain and review materials regarding the business opportunity. Typically, such materials will include information regarding a target company's products, services, contracts, management, ownership, and financial information. In addition, we intend to cause our Investment Committee to personally meet with management and key personnel of target companies, ask questions regarding the target companies' prospects, tour facilities, and conduct other reasonable investigation of the target companies to the extent of our limited financial resources and management and technical expertise. There is a risk that the owners and/or the managers of potential acquisitions could misrepresent and/or fail to disclose material adverse facts regarding the potential acquisitions, or that our shareholders may institute litigation claiming that our "due diligence investigations" of potential acquisitions were insufficient or negligent in some way. Any failure of our typical due diligence investigation to uncover issues and problems relating to target companies may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We will have only a limited ability to evaluate the directors and management of potential acquisitions

 We may make a determination that our current directors and officers should not remain, or should change or reduce their roles, following money raising or a business combination, based on an assessment of the experience and skill sets of new directors and officers and the management of target companies. We cannot assure you that our assessment of these individuals will prove to be correct. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We will be dependent on outside advisors to assist us

 In order to supplement the business experience of management, we may employ investment bankers, accountants, technical experts, appraisers, attorneys, independent contractors or other consultants or advisors. The selection of any such advisors will be made by management and without any control from shareholders. Additionally, it is anticipated that such persons may be engaged by us on an independent basis without a continuing fiduciary or other obligation to us. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 If we are unable to successfully execute on our future operating plans, our financial condition and results of operation may be materially adversely affected, and we may not be able to continue as a going concern

 It is critical that we meet our sales goals and increase sales going forward. If we do not meet our sales goals, our available cash and working capital may decrease and our financial condition will be negatively impacted. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may fail to manage our growth effectively

 Future growth through acquisitions and organic expansion may place a significant strain on our managerial, operational, technical, training, systems and financial resources. We can give you no assurance that we will be able to manage our expanding operations properly or cost effectively. A failure to properly and cost-effectively manage our expansion may materially adversely affect our Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be unable to effectively manage future growth

 We may be subject to growth-related risks, including capacity constraints and pressure on our internal systems and controls. Our ability to manage growth effectively will require us to continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. Rapid growth of our business may significantly strain our management, operations and technical resources. We may be unable to properly manage future growth. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The management of companies we acquire may lose their enthusiasm or entrepreneurship after the sale of their businesses

 We can give no assurance that the management of future companies we acquire will have the same level of enthusiasm for operating their businesses following their acquisition by us; or, if they cease performing services for the acquired businesses, that we will be able to install replacement management with the same skill sets, leadership and determination. There also is always a risk that management of companies we acquire will attempt to reenter the market and possibly seek to recruit our employees and independent contractors. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Complications with the implementation of our Inventory Management Software could adversely impact our business and operations

 We rely on information systems and technology to manage our business and summarize operating results. We are in the process of implementing Inventory Management Software ("IMS"). IMS is designed to accurately maintain the quantities and costs of the Company's raw goods and finished goods. The IMS implementation process has required, and will continue to require, the investment of significant personnel and financial resources. We may not be able to successfully implement the IMS without experiencing increased costs and other difficulties and our planned timeline to implement the remaining phases of our IMS may be delayed. If we are unable to successfully implement our IMS system as planned, our business, results of operations, and financial condition may be negatively impacted. Additionally, if we do not effectively implement the IMS as planned or the IMS does not operate as intended, the effectiveness of our internal controls over financial reporting may be adversely affected or our ability to adequately assess those controls could be delayed. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Law enforcement officials may claim that Lifted's products are contaminated

 There is a risk that law enforcement officials may claim that Lifted's products are contaminated with illegal drugs or other harmful substances. This risk may be heightened by some law enforcement officials' belief that hemp-derived cannabinoid-infused products need to be prohibited or heavily regulated, or by some law enforcement officials' use of mobile testing devices that may produce inaccurate and/or misleading test results that allow law enforcement officials to knowingly or unknowingly claim that legitimate products constitute threats to the public's health. For example, in February 2023, the district attorney in Montgomery County, Pennsylvania, held a press conference claiming that heroin and fentanyl had been found in certain hemp-derived cannabinoid-infused products being sold at a local retailer under three product brands, including the "Urb Extrax" brand of hemp-derived delta-8-THC gummies manufactured and sold by a third party unrelated to Lifted. These claims apparently were based upon mobile testing results obtained by Montgomery County law enforcement. However, when these products were later tested by a recognized lab hired by Montgomery County law enforcement, apparently no heroin or fentanyl was detected. Despite the absence of any detectable levels of heroin or fentanyl in these products, the district attorney's allegations made at the press conference were widely reported by various media outlets, and caused great concern among consumers, and possibly caused damage to the companies and product brands involved and/or to the entire hemp-derived cannabinoid products industry. If in the future law enforcement officials were to claim that Lifted's products contain illegal drugs or other harmful contaminants, our Company may be materially adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 RISK FACTORS ASSOCIATED WITH THE U.S. MARIJUANA INDUSTRY

 At this point in time, our Company does not directly participate in the U.S. marijuana industry and does not "touch the marijuana plant" in the U.S. However, our Company does desire to directly participate in the U.S. marijuana industry, and is actively considering mergers and acquisitions in the U.S. marijuana industry. Any such merger and acquisition of a Cannabis Company that "touches the marijuana plant" in the U.S. would subject our Company to a large number of significant risks. In anticipation of the potential consummation of such a merger and acquisition, set forth below are descriptions of some of the most significant risks associated with direct participation in the U.S. marijuana industry.

 Cannabis remains illegal under U.S. federal law, and enforcement of cannabis laws could change

 Cannabis is illegal under U.S. federal law. In those states in which the use of cannabis has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act (21 U.S.C. § 811) ("CSA"). Under U.S. federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminalized under the CSA. Cannabis is a Schedule I controlled substance under the CSA, and is thereby deemed to have a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision. The concepts of "medical cannabis," "retail cannabis" and "adult-use cannabis" do not exist under U.S. federal law. Even if cannabis is re-scheduled to Schedule III under the CSA, medical and adult-use cannabis would remain illegal under U.S. federal law without additional statutory changes, and the negative tax ramifications of U.S. Internal Revenue Code Section 280E may persist.

 Unless and until Congress amends the CSA with respect to cannabis (and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. If that occurs, we may be deemed to be producing, cultivating or dispensing cannabis and drug paraphernalia in violation of federal law. Since federal law criminalizing the use of cannabis pre-empts state laws that legalize its use, enforcement of federal law regarding cannabis is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition.

 Our activities may, and may continue to be, subject to evolving regulation by governmental authorities. We may become directly or indirectly engaged in the medical and adult-use cannabis industry in the U.S. where local and state law permits such activities. The legality of the production, cultivation, extraction, distribution, retail sales, transportation and use of cannabis differs among states in the U.S. Due to the current regulatory environment in the U.S., new risks may emerge, and management may not be able to predict all such risks.

 Activities in the medical and adult-use cannabis industry are illegal under the applicable federal laws of the United States. There can be no assurances that the federal government of the United States will not seek to enforce the applicable laws against us. The consequences of such enforcement would be materially adverse to us and our business, including our reputation, profitability and the market price of our publicly traded shares, and could result in the forfeiture or seizure of all or substantially all of our assets.

 Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. It is further possible that Department of Justice or an aggressive federal prosecutor could allege that our Company, executives, and board of directors, and, potentially, our shareholders, "aided and abetted" violations of federal law by providing finances and services to our Company. Under these circumstances, federal prosecutors could seek to seize our assets, and to recover the "illicit profits" generated by our Company. In these circumstances, the Company's operations would cease, shareholders may lose their entire investments and directors, officers and/or shareholders may be left to defend any criminal charges against them at their own expense and, if convicted, be sent to federal prison.

 Additionally, there can be no assurance as to the position the Trump administration or any future administration may take on cannabis, and a new administration could decide to enforce federal laws against state-regulated cannabis companies. Any enforcement of current federal cannabis laws could cause significant financial damage to us and our shareholders.

 These results could have a material adverse effect on us, including, but not limited to, our reputation and ability to conduct business, our holding (directly or indirectly) of cannabis licenses in the United States, the marketability of our securities, our financial position, operating results, profitability or liquidity or the trading price of our common stock. In addition, it is difficult to estimate the time or resources that would be needed for the investigation or final resolution of any such matters because: (1) the time and resources that may be needed depend on the nature and extent of any information requested by the authorities involved, and (2) such time or resources could be substantial. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 State regulation of cannabis is uncertain

 There is no assurance that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. If the U.S. federal government begins to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing state laws are repealed or curtailed, the Company's business or operations in those states or under those laws would be materially and adversely affected. As they amend or develop legislation and regulations, state and local regulators and legislatures may use the regulatory process to slow the growth of the Company, with the intent of creating increased opportunities for resident farmers and entrepreneurs, which could severely restrict our ability to operate in those jurisdictions. Federal actions against any individual or entity engaged in the cannabis industry or a substantial repeal of cannabis-related legislation could adversely affect the Company, our business and our assets or investments. Maintaining compliance with complex and ever-changing regulations and laws, including sometimes unclear regulations and laws, can be a difficult task, and a materially compliant business can be found in violation of one or more laws, rules or regulations while remaining materially or substantially compliant with applicable state cannabis laws.

 The rulemaking process at the state level that applies to cannabis operators in any state will be ongoing and result in frequent changes. As a result, a compliance program will be essential to manage regulatory risk. All operating policies and procedures implemented by the Company are expected to be compliance-based and are expected to be derived from the state regulatory structure governing ancillary cannabis businesses and their relationships to state-licensed or permitted cannabis operators, if any. Notwithstanding the Company's efforts and diligence, regulatory compliance and the process of obtaining and maintaining regulatory approvals could be costly and time-consuming. No assurance can be given that the Company will receive or be able to maintain the requisite licenses, permits or cards to operate.

 In addition, local laws and ordinances could restrict the Company's business activity. Although the Company's operations are legal under the laws of the states in which the Company's business operate, local governments have the ability to limit, restrict and ban cannabis businesses from operating within their jurisdiction. Land use, zoning, local ordinances and similar laws could be adopted or changed and have a material adverse effect on the Company's business.

 Multiple states where medical and/or adult-use cannabis is legal have or are considering special taxes or fees on businesses in the cannabis industry. It is uncertain at this time whether other states are in the process of reviewing such additional taxes and fees.

 The implementation of special taxes or fees could have a material adverse effect upon the Company's business, prospects, revenue, results of operation and financial condition. Certain of the states in which we may operate have enacted strict regulations regarding marketing and sales activities on cannabis products. There may be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be adversely affected. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The cannabis industry is relatively new

 The cannabis industry and market are relatively new. In addition to being subject to general business risks, we expect to need to continue to build brand awareness in the industry and market share through significant investments in our strategy, production capacity, quality assurance and compliance with regulations. Research in Canada, the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids, remains in relatively early stages. Few clinical trials on the benefits of cannabis or isolated cannabinoids have been conducted. Future research and clinical trials may draw opposing conclusions to statements contained in the articles, reports and studies currently favored, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.

 Accordingly, there is no assurance that the cannabis industry and the market for medicinal and/or adult-use cannabis will continue to exist and grow as currently anticipated or function and evolve in a manner consistent with management's expectations and assumptions. Any event or circumstance that adversely affects the cannabis industry, such as the imposition of further restrictions on sales and marketing or further restrictions on sales in certain areas and markets could have a material adverse effect on our business, financial condition and results of operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We face risks due to industry immaturity or limited comparable, competitive or established industry best practices

 As a relatively new industry, there are not many established operators in the medical and adult-use cannabis industries whose business models we can follow or build upon. Similarly, there is no or limited information about comparable companies available for potential investors to review in making a decision about whether to invest in us.

 Shareholders and investors should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies, like us, that are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of our business. We may fail to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock, to the extent that investors may lose their entire investments. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Our ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited

 If we introduce or expand our medical and adult-use cannabis product offerings and dispensary services, we may incur losses or otherwise fail to enter certain markets successfully. Our expansion into new markets may place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings or dispensary services, we may incur significant expenses and face various other challenges, such as expanding our work force and management personnel to cover these markets and complying with complicated cannabis regulations that apply to these markets. In addition, we may not successfully demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability to successfully expand these additional revenue streams. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may not be able to obtain or maintain necessary permits and authorizations

 We may not be able to obtain or maintain the necessary licenses, permits, certificates, authorizations or accreditations to operate our business in a timely fashion, if at all, or we may only be able to do so at great effort and expense. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the cannabis industry. Failure to comply with or to obtain the necessary licenses, permits, certificates, authorizations or accreditations could result in restrictions on our Company's ability to operate in the cannabis industry, which could have a material adverse effect on our business, financial condition or results of operations. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may face limitations on ownership of cannabis licenses

 In certain states, the cannabis laws and regulations limit not only the number of cannabis licenses issued, but also the number of cannabis licenses that one person or entity may own. Such limitations on the ownership of additional licenses within certain states may limit the Company's ability to grow in such states. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may be adversely affected by the issuance of additional cannabis licenses to third parties

 As the number of available licenses increase in the markets in which we operate, additional competition and increased product availability may result in competitors undercutting our prices. From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share, which could materially reduce our revenues. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may become subject to FDA or Bureau of Alcohol, Tobacco, Firearms and Explosives regulation

 Cannabis remains a Schedule I controlled substance under U.S. federal law. If the federal government reclassifies cannabis to a Schedule III controlled substance, it is possible that the FDA would seek to regulate cannabis under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations, including good manufacturing practices, related to the growth, cultivation, harvesting and processing of cannabis. Clinical trials may be needed to verify the efficacy and safety of cannabis. It is also possible that the FDA would require facilities where medical use cannabis is grown to register with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, the impact they would have on the cannabis industry is unknown, including the costs, requirements and possible prohibitions that may be enforced. If the Company is unable to comply with the potential regulations or registration requirements prescribed by the FDA, it may have an adverse effect on the Company's business, prospects, revenue, results of operation and financial condition.

 It is also possible that the federal government could seek to regulate cannabis under the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives. The Bureau of Alcohol, Tobacco, Firearms and Explosives may issue rules and regulations related to the use, transporting, sale and advertising of cannabis or cannabis products, including smokeless cannabis products. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 As a cannabis business, we are subject to applicable anti-money laundering laws and regulations and have restricted access to banking and other financial services

 Our plans to enter the marijuana industry may adversely affect our banking relationships, our access to banking and other financial services, and our ability to provide collateral and other security for loans.

 We are subject to a variety of laws and regulations in the United States that involve money laundering, financial record- keeping and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (the "Bank Secrecy Act"), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act"), and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States. Accordingly, pursuant to the Bank Secrecy Act, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan or any other service could be found guilty of money laundering, aiding and abetting, or conspiracy.

 The U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN"), issued a memorandum on February 14, 2014 (the "FinCEN Memorandum"), outlining the pathways for financial institutions to bank cannabis businesses in compliance with federal enforcement priorities. The FinCEN Memorandum states that in some circumstances, it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. The FinCEN Memorandum refers to the Cole Memorandum's enforcement priorities.

 The Department of Justice continues to have the right and power to prosecute crimes committed by banks and financial institutions, such as money laundering and violations of the Bank Secrecy Act, that occur in any state including states that have in some form legalized the sale of cannabis. Further, the conduct of the Department of Justice's enforcement priorities could change for any number of reasons. A change in the Department of Justice's priorities could result in the prosecution of banks and financial institutions for crimes that were not previously prosecuted.

 If our operations, or proceeds thereof, dividend distributions or profits or revenues derived from our operations are found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds from a crime (the sale of a Schedule I drug) under the Bank Secrecy Act's money laundering provisions. This may restrict our ability to declare or pay dividends or effect other distributions.

 The FinCEN Memorandum does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the Department of Justice, FinCEN or other federal regulators. Thus, most banks and other financial institutions in the United States do not appear comfortable providing banking services to cannabis-related businesses or relying on this guidance given that it has the potential to be amended or revoked by the current administration. In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses. As a result, we may have limited or no access to banking or other financial services in the United States. In addition, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with any organization that sells a controlled substance, regardless of whether the state it operates in permits cannabis sales. Our inability or limitation of our ability to open or maintain bank accounts, obtain other banking services and/or accept credit card and debit card payments may make it difficult for us to operate and conduct our business as planned or to operate efficiently.

 In the United States, the "SAFE Banking Act" which has been passed by the U.S. House of Representatives seven times, most recently on July 14, 2022 as an amendment to the National Defense Authorization Act, would grant banks and other financial institutions immunity from federal criminal prosecution for servicing marijuana-related businesses if the underlying cannabis business follows state law. However, while the U.S. Senate Banking Committee passed the "SAFER Banking Act" on a bipartisan vote of 14-9 in September 2023, that bill has yet to be brought to the U.S. Senate floor and faces an uncertain future in the U.S. House of Representatives. The potential future passage of a bill is further complicated by the change in party control and the current narrow majorities in both chambers of the U.S. Congress. There can be no assurance that a bill will be passed as presently proposed or at all. Our Company does not undertake to provide any future updates to potential investors on potential federal or state legislation affecting cannabis.

 Transactions involving banks and other financial institutions are both difficult and unpredictable under the current legal and regulatory landscape. Legislative changes could help to reduce or eliminate these challenges for companies in the cannabis space and would improve the efficiency of both significant and minor financial transactions. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We lack access to U.S. bankruptcy protections

 Many courts have denied cannabis businesses bankruptcy protections because the use of cannabis is illegal under federal law. In the event of a bankruptcy, it would be very difficult for lenders to recoup their investments in the cannabis industry. If the Company were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available to us, which would have a material adverse effect on us. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We operate in a highly regulated sector and may not always succeed in complying fully with applicable regulatory requirements in all jurisdictions where we carry on business

 Our business and activities may be heavily regulated in all jurisdictions where we conduct business. Our operations are expected to be subject to various laws, regulations and guidelines by state and local governmental authorities relating to the manufacture, marketing, management, transportation, storage, sale, pricing and disposal of cannabis and cannabis oil, and also including laws and regulations relating to health and safety, insurance coverage, the conduct of operations and the protection of the environment. Laws and regulations, applied generally, are expected to grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and services. Achievement of our business objectives is expected to be contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all necessary regulatory approvals for the manufacture, production, storage, transportation, sale, import and export, as applicable, of our products. The commercial cannabis industry is still a new industry at the state and local level. The effect of relevant governmental authorities' administration, application and enforcement of their respective regulatory regimes and delays in obtaining, or failure to obtain, applicable regulatory approvals which may be required may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on our business, prospects, revenue, results of operation and financial condition. Any failure to comply with the regulatory requirements applicable to our operations may lead to possible sanctions including the revocation or imposition of additional conditions on licenses to operate our business; the suspension or expulsion from a particular market or jurisdiction or of our key personnel; the imposition of additional or more stringent inspection, testing and reporting requirements; and the imposition of fines and censures. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities and/or revocation of our licenses and other permits, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely impact our ongoing costs relating to regulatory compliance. Maintaining compliance with complex and ever-changing regulations, including sometimes unclear regulations and laws, can be a difficult task, and a materially compliant business can be found in violation of one or more laws, rules or regulations while remaining materially or substantially compliant with applicable state cannabis laws. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We expect to face intense competition

 We expect to face intense competition from other companies, some of which have longer operating histories and more financial resources and manufacturing, retail and marketing experience than we do. Increased competition by larger and better financed competitors could materially and adversely affect our business, financial condition and results of operations.

 Because of the early stage of the industry in which we may operate, we expect to face additional competition from new entrants, participants in the illicit market that face significantly lower costs to operate, and psychoactive hemp-derived products manufacturers. If the number of consumers of cannabis in the states in which we operate our business increases, the demand for products and qualified talent will increase and we expect that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, we expect to require a high level of investment in research and development, marketing, operations, accounting, sales, talent retention and client support. We may not have sufficient resources to maintain research and development, marketing, operations, accounting, sales, talent retention, and client support efforts on a competitive basis, which could materially and adversely affect our business, financial condition and results of operations. Additionally, as the number of available licenses increase in the markets in which we operate, additional competition and increased product availability may result in competitors undercutting our prices. From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share, which could materially reduce our revenues. A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

 A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital, if needed. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. If our stock price declines, there can be no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We expect to face competition from the illicit market as well as the psychoactive hemp-derived products industry

 We expect to face competition from the illicit market as well as the psychoactive hemp-derived products industry. The competition presented by illicit cannabis businesses, and the inability or unwillingness of law enforcement authorities to enforce existing laws prohibiting the unlicensed or otherwise illegal cultivation and sale of cannabis, could result in the perpetuation of the illegal market for cannabis and/or have a material adverse effect on the perception of cannabis use.

 Psychoactive hemp-based products, which were legalized under the Farm Bill, are generally not subject to the intensive and costly state-level regulatory regimes that medical and adult-use cannabis are subject to. These products generally are not produced in adherence with the same laws, regulations, rules, tax regimes and other restrictions that are applicable to the sale and manufacture of cannabis; as a result, hemp product manufacturers have advantages over licensed cannabis manufacturers and sellers. In addition, although not subject to the same quality and health and safety regulations applicable to medical and adult-use cannabis businesses, if Farm Bill-compliant hemp products cause harm to their users, that could result in a material adverse effect on the perception of cannabis use and its legality.

 The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may face difficulties in enforcing our contracts

 Because our contracts may involve cannabis and other activities that are not legal under federal law and in some state jurisdictions, we may face difficulties in enforcing our contracts in federal courts and certain state courts. We cannot be assured that we will have a remedy for breach of contract, which could have a material adverse effect on us. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We have limited trademark protection

 We may not able to register any federal trademarks for our cannabis products. Because producing, manufacturing, processing, possessing, distributing, selling and using cannabis is a crime under the CSA, the Patent and Trademark Office will not permit the registration of any trademark that identifies cannabis products. As a result, we likely will be unable to protect our cannabis product trademarks beyond the geographic areas in which we conduct business. The use of our trademarks outside the states in which we operate by one or more other persons could have a material adverse effect on the value of such trademarks. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may be subject to constraints on marketing our products

 Certain states in which we may operate have enacted strict regulations regarding marketing and sales activities on cannabis products. There may be restrictions on sales and marketing activities imposed by government regulatory bodies that can hinder the development of the Company's business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be adversely affected. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We face risks related to the results of future clinical research

 Research regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids remains in early stages. There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids. Although we believe that various articles, reports and studies support our beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Further, the federal illegality of cannabis and associated limits on our ability to properly fund and conduct research on cannabis and the lack of formal FDA oversight of cannabis, there is limited information about the long-term safety and efficacy of cannabis in it various forms, when combusted or combined with various cannabis and/or non-cannabis derived ingredients and materials or when ingested, inhaled or topically applied. Future research or oversight may reveal negative health and safety effects, which may significantly impact our reputation, operations and financial performance.

 Given these risks, uncertainties and assumptions, prospective purchasers of our common stock should not place undue reliance on such articles and reports. Future research studies and clinical trials may draw opposing conclusions to those stated in this Annual Report on Form 10-K or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance or other facts and perceptions related to cannabis, which could have a material adverse effect on the demand for our products, with the potential to have a material adverse effect on our business, prospects, revenue, results of operation and financial condition. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 The re-classification of cannabis or changes in U.S. controlled substance laws and regulations could have a material adverse effect on our business, financial condition, and results of operations

 If cannabis is re-classified as a Schedule II or lower controlled substance under the CSA, the ability to conduct research on the medical benefits of cannabis would most likely be more accessible; however, if cannabis is re-categorized as a Schedule II or lower controlled substance, the resulting re-classification would result in the need for approval by the FDA, if medical claims are made about our medical cannabis products. As a result of such a re-classification, the manufacture, importation, exportation, domestic distribution, storage, sale and use of such products could become subject to a significant degree of regulation by the DEA. In that case, we may be required to be registered to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Obtaining the necessary registrations may result in delay of the manufacturing or distribution of our products. The DEA conducts periodic inspections of registered establishments that handle controlled substances. Failure to maintain compliance could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Cannabis businesses are subject to unfavorable U.S. tax treatment and may incur significant tax liability

 Under U.S. Internal Revenue Code Section 280E, we will not be allowed to take any deductions or credits for any amounts paid or incurred during the taxable year in carrying on business if the business (or the activities which comprise the trade or business) consists of trafficking in controlled substances (within the meaning of Schedules I and II of the Controlled Substances Act). The IRS has applied this provision to cannabis operations, prohibiting them from deducting certain expenses associated with cannabis businesses. Section 280E may have a lesser impact on cannabis cultivation and manufacturing operations. Accordingly, Section 280E has a significant impact on the operations and financial results of cannabis companies and an otherwise profitable business may operate at a loss, after taking into account its U.S. income tax expenses. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may be at a higher risk of IRS audit

 We believe there is a greater likelihood that the IRS will audit the tax returns of cannabis-related businesses. Any such audit of our tax returns could result in us being required to pay additional tax, interest and penalties, as well as incremental accounting and legal expenses, which could be material. Moreover, an audit will divert our management's attention and resources away from our business. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 As a cannabis businesses, we may be subject to civil asset forfeiture

 Any property owned by participants in the cannabis industry used in the course of conducting such business, or that is the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture because of the illegality of the cannabis industry under federal law. Even if the owner of the property is never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We are subject to proceeds of crime statutes

 We are subject to a variety of laws that concern money laundering, financial recordkeeping and proceeds of crime. These include: the Bank Secrecy Act, as amended by Title III of the USA Patriot Act, the Proceeds of Crime (Money Laundering), and regulations or guidelines, issued, administered or enforced by governmental authorities in the United States.

 In the event that any of our business agreements, or any proceeds thereof, in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above, or any other applicable legislation. This could have a material adverse effect on us, among other things, and could restrict or otherwise jeopardize our ability to declare or pay dividends, or effect other distributions. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Competition for the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult-use cannabis may impede our ability to make acquisitions or increase the cost of these acquisitions, which could adversely affect our operating results and financial condition

 We may compete for the acquisition of properties suitable for the cultivation, production and sale of medical and adult-use cannabis with entities engaged in agriculture and real estate investment activities, including corporate agriculture companies, cultivators, producers and sellers of cannabis. In addition, in certain markets the local governments have authority to choose where any cannabis establishment will be located. These authorized areas are frequently removed from other retail operations. Because the cannabis industry remains illegal under U.S. federal law, the disadvantaged tax status of businesses deriving their income from cannabis, and the reluctance of the banking industry to support cannabis businesses, it may be difficult for us to locate and obtain the rights to operate at various preferred locations. Property owners may violate their mortgages by leasing to us, and those property owners that are willing to allow use of their facilities may require payment of above fair market value rents to reflect the scarcity of such locations and the risks and costs of providing such facilities. All of these factors may prevent us from acquiring and leasing desirable properties, may cause an increase in the price we must pay for properties or may result in us having to lease our properties on less favorable terms than we expect.

 Our competitors may adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, due to a number of factors, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties or enter into leases for such properties on less favorable terms than we expect, our profitability and ability to generate cash flow and make distributions to our stockholders may decrease. Increased competition for properties may also preclude us from acquiring those properties that would generate attractive returns to us. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may face risks due to industry immaturity or limited comparable, competitive or established industry best practices

 As a relatively new industry, there are not many established operators in the medical and adult-use cannabis industries whose business models we can follow or build upon. Similarly, there is no or limited information about comparable companies available for potential investors to review in making a decision about whether to invest in us.

 Shareholders and investors should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies, like us, that are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of our business. We may fail to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the extent that investors may lose their entire investment. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Our business may be subject to the risks inherent in agricultural operations

 The Company's business may involve the growing of cannabis, an agricultural product. The Company's business may be subject to the risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Even if the Company's cultivation is substantially completed indoors under climate control, some cultivation may be completed outdoors, and there can be no assurance that natural elements will not have a material adverse effect on any future production. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 We may be adversely impacted by rising or volatile energy costs and availability

 The Company's cannabis growing operations may require energy supply, which makes it vulnerable to rising energy costs. Accordingly, rising or volatile energy costs may adversely affect the business of the Company and our ability to operate profitably. Further, from time to time in some markets in which we operate, our demand for energy may exceed the available supply. We may have to rely on alternative power sources such as generators to power our cultivation and processing facilities. A more prolonged disruption in our ability to maintain sufficient power to operate our facilities could result in a significant disruption of our operations, damage to our agricultural products or equipment, and result in a material adverse effect to our business. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may encounter unknown environmental risks

 There can be no assurance that the Company will not encounter hazardous conditions, such as asbestos or lead, at the sites of the real estate used to operate our businesses, which may delay the development of our businesses. Climate change or significant weather events may accelerate or exacerbate environmental conditions in ways that adversely affect the business due to potential negative effects on agricultural conditions, increased difficulty in construction projects to support our operations, and ownership or leasing of real property generally. Upon encountering a hazardous condition, work at the facilities of the Company may be suspended. If the Company receives notice of a hazardous condition, it may be required to correct the condition prior to continuing construction. If additional hazardous conditions were present, it would likely delay construction and may require significant expenditure of the Company's resources to correct the conditions. Such conditions could have a material impact on the investment returns of the Company.

 In addition, the operations of the Company may be subject to environmental regulation in the various jurisdictions in which we operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the operations of the Company. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may have increased labor costs based on union activity

 Labor unions are working to organize workforces in the cannabis industry in general, and regulators are increasingly requiring licensed cannabis companies to enter into labor peace agreements with unions as a condition of receiving a license. It is possible that our workforce will elect to be represented by a labor organization for purposes of collective bargaining, which could lead to work stoppages or increased labor costs and adversely affect our business, profitability and our ability to reinvest into the growth of our business. We cannot predict how stable our relationships with U.S. labor organizations will remain or whether we can meet any unions' requirements without impacting our financial condition. Labor unions may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our union relationships could delay the production and sale of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We may be required to disclose personal information of our investors, officers, directors and employees to regulators and failure to do so could endanger our ability to expand, endanger our licenses, or cause the Company to incur costs to redeem securities held by uncooperative shareholders

 Ownership in and applications for cannabis licenses can entail lengthy disclosures of personal information to the relevant regulatory authorities. The obligation often extends to all persons holding an ownership interest in the license, whether direct, indirect, present, or future, and often includes those with a mere nominal interest. Analogous disclosures are often required from persons with managerial authority or control over the licenses, as well, including officers, directors, and managers. Disclosures can include providing personal information needed to satisfy extensive criminal history reports and investigations (e.g., fingerprints, address and employment history), tax returns, social security numbers, a history of personal addresses, employment agreements, and other personal information. While some states allow exceptions for individuals with ownership in publicly traded companies like the Company, not all states provide such exceptions. If these requirements were applied to all persons with ownership in the Company, all such persons would be required to comply or the Company would risk losing the opportunity to apply for or renew the license(s), or similarly face the possibility that the license may be revoked. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 There may be monthly, quarterly or annual charitable donation requirements tied to our receipt or maintaining of cannabis licenses; these charitable donation requirements may be costly, time-consuming and challenging (or impossible) to properly manage, value, or accrue for in our financial statements

 In order to obtain or maintain a cannabis license that is issued to us, we may be required by a licensing body to make monthly, quarterly or annual charitable donations to individuals or entities. These charitable donations may be in the form of cash, goods, or services, and may be costly, both in terms of money and time. It may be challenging (or impossible) to properly manage, value, or accrue for our charitable obligations in our financial statements, or to properly disclose the status of our charitable obligations.

 Any failure to comply with our charitable obligations may lead to possible sanctions including the revocation or imposition of additional conditions on licenses to operate our business; the suspension or expulsion from a particular market or jurisdiction or of our key personnel; the imposition of additional or more stringent inspection, testing and reporting requirements; and the imposition of fines and censures. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We could be subject to criminal prosecution or civil liabilities under RICO

 The Racketeer Influenced Corrupt Organizations Act ("RICO") criminalizes the use of any profits from certain defined "racketeering" activities in interstate commerce. While intended to provide an additional cause of action against organized crime, due to the fact that cannabis is illegal under U.S. federal law, the production and sale of cannabis qualifies cannabis-related businesses as "racketeering" as defined by RICO. As such, all officers, directors and shareholders in a cannabis-related business could be subject to criminal prosecution under RICO, which carries substantial criminal penalties.

 RICO can create civil liability as well: persons harmed in their business or property by actions which would constitute racketeering under RICO often have a civil cause of action against such "racketeers," and can claim triple their amount of estimated damages in attendant court proceedings. The Company, as well as its officers, directors and shareholders could all be subject to civil claims under RICO. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 We could be subject to litigation regarding the potency of our marijuana products

 Cannabis testing labs frequently employ different testing machines, protocols and methodologies, and in addition, testing machines, protocols and methodologies are constantly evolving. Consequently, cannabis testing labs sometimes disagree on the potency and other characteristics of tested marijuana product samples, such as in regard to delta-9-THC potency, and the presence of molds, pesticides, heavy metals, and other contaminants. As a result, even though our Company plans to use independent third party cannabis testing labs, our products may be subject to litigation questioning the accuracy of our certificates of analysis and/or our product labeling. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Publicly traded marijuana companies are generally unprofitable and have lost hundreds of millions, if not billions, of dollars of investor money

 Since publicly traded marijuana companies emerged during the past decade, most of those companies have been unprofitable and have lost hundreds of millions, if not billions, of dollars of investor money. No assurance or guarantee whatsoever can be given that our marijuana business will be profitable, and our investment in the marijuana industry may result in our stockholders losing a significant portion or all of the value of their investments in our Company. The foregoing risk may have a material adverse effect on our Company and the trading price of our common stock.

 Federal legalization of marijuana could have significant negative impacts

 We believe it is possible that federal legalization of marijuana could have significant negative impacts on our marijuana business. If marijuana is federally legalized in the U.S., then, for examples: (1) it may be impossible to prevent the importation of massive quantities of marijuana from Latin American countries such as Columbia, Jamaica, Paraguay, Mexico, or others, which could materially adversely impact the sales and profitability of our marijuana business; and (2) huge consumer products companies with substantially more resources than our Company, such as companies in the tobacco, alcohol and food products industries, may enter the marijuana industry. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 RISK FACTORS RELATING TO THE BEVERAGE ALCOHOL BUSINESS

 Changes in consumer preferences or public attitudes about alcohol may decrease demand for our beverage alcohol products

 According to various news media reports, drinking alcohol is becoming less popular in the U.S., partly due to health concerns, and partly due to the rising popularity of marijuana, hemp-derived products, psychedelics, and so-called "mocktails". If general consumer trends lead to a decrease in the demand for Bendistillery's and Bend Spirits' products or liquor in general, our sales and results of operations in the beverage alcohol segment may be adversely affected. There is no assurance that the liquor segment will be able to maintain its current sales levels or experience growth in future periods. Further, the alcoholic beverage industry is subject to public concern and political attention over alcohol-related social problems, including drunk driving, underage drinking and health consequences from the misuse of alcohol. In reaction to these concerns, steps may be taken to restrict advertising, to impose additional cautionary labeling or packaging requirements, or to increase excise or other taxes on beverage alcohol products. Any such developments may have an adverse impact on the financial condition, operating results and cash flows for Bendistillery and Bend Spirits. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Alcohol related laws, regulatory measures, or governmental policies could cause Bendistillery and Bend Spirits to incur material additional costs or liabilities

 We purchased 4.99% of hemp-infused beverage maker Ablis, and of craft distillers Bendistillery and Bend Spirits. Two of those companies produce and sell alcohol. Federal, state, local, and foreign authorities regulate how companies produce, store, transport, distribute, and sell products containing alcohol and distilled spirits. Some countries and local jurisdictions prohibit or restrict the marketing or sale of distilled spirits in whole or in part. In the United States, at the federal level, the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of the Treasury regulates the spirits and wine industry with respect to the production, blending, bottling, labeling, sales, advertising, and transportation of beverage alcohol. Similar regulatory regimes exist at the state level and in any non-U.S. jurisdictions where craft distillers Bendistillery and Bend Spirits sell their products. In addition, beverage alcohol products are subject to customs duties or excise taxation in many countries, including taxation at the federal, state, and local level in the United States. Laws of each nation define distilling and maturation requirements; for example, under U.S. federal and state regulations, bourbon and Tennessee whiskeys must be aged in new charred oak barrels. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state are required in connection with the lawful selling of liquor. As 4.99% owner of craft distillers Bendistillery and Bend Spirits, we are impacted by the regulatory risks relating to the production and sale of alcohol which is subject to extensive regulatory requirements regarding production, exportation, importation, marketing and promotion, labeling, distribution, pricing, and trade practices, among others.

 Changes in laws, regulatory measures, or governmental policies, or the manner in which current ones are interpreted, could cause Bendistillery, Bend Spirits and target companies to incur material additional costs or liabilities, and jeopardize the growth of their businesses in any affected market. For instance, federal, state, or local governments may prohibit, impose, or increase limitations on advertising and promotional activities, or times or locations where beverage alcohol may be sold or consumed, or adopt other measures that could limit Bendistillery's, Bend Spirits' and target companies' opportunities to reach consumers or sell products. It is conceivable that television, newspaper, magazine, and/or internet advertising for beverage alcohol products could be limited or banned completely. Increases in regulation of this nature could substantially reduce consumer awareness of the products of Bendistillery, Bend Spirits and target companies in the affected markets and make the introduction of new products more challenging. The impact of increased taxation on alcohol and distilled spirits may have additional negative financial impacts on Bendistillery, Bend Spirits and target companies. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Developments affecting production at Bendistillery's and Bend Spirits' distilleries may negatively impact Bendistillery's and Bend Spirits' financial results

 Adverse changes or developments affecting Bendistillery's and Bend Spirits' distilleries in Bend, Oregon, including, but not limited to, management turnover, fire, power failure, natural disaster, public health crisis, or a material failure of security infrastructure, may reduce or require Bendistillery and Bend Spirits to entirely suspend operations. Additionally, due to many factors, including seasonality and production schedules of Bendistillery's and Bend Spirits' various products and packaging, actual production capacity may fluctuate throughout the year and may not reach full working capacity. If Bendistillery and Bend Spirits experience contraction in their sales and distilling volumes, the excess capacity and unabsorbed overhead may have an adverse effect on gross margins, operating cash flows and overall financial performance of Bendistillery and Bend Spirits. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Bendistillery and Bend Spirits face substantial competition in the liquor industry and the broader market for alcoholic beverage products which may impact its business and financial results

 The market for alcoholic beverage products within the United States is highly competitive due to the increasing number of domestic and international beverage companies with similar pricing and target drinkers, the introduction and expansion of hard seltzers, gains in market share achieved by domestic specialty beers and imported beers, and the acquisition of craft distillers and brewers by larger distillers and brewers. We anticipate competition among domestic craft distillers and brewers will also remain strong as existing distillers and breweries build more capacity, expand geographically and add more products, flavors and styles. The continued growth in the sales of hard seltzers, craft-brewed domestic beers and imported beers is expected to increase competition in the market for alcoholic beverages within the United States and, as a result, prices and market share of Bendistillery's and Bend Spirits' products may fluctuate and possibly decline.

 The liquor and beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Due to the increased leverage that these combined operations have in distribution and sales and marketing expenses, the costs to Bendistillery and Bend Spirits of competing may increase. The potential also exists for these large competitors to increase their influence with their distributors, making it difficult for smaller distillers and brewers to maintain their market presence or enter new markets. The increase in the number and availability of competing products and brands, the costs to compete and potential decrease in distribution support and opportunities may adversely affect Bendistillery's and Bend Spirits' business and financial results. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 Alcoholic beverage sales are subject to slowdowns and are seasonal

 Bendistillery, Bend Spirits and target companies are involved in the sale of a variety of distilled alcoholic beverages including vodka, whiskey and gin, and their sales of such beverages are subject to occasional slowdowns and are seasonal. Also, many consumers are reducing or eliminating their alcohol consumption entirely. These factors could adversely affect the value of our ownership interest in those companies, which may materially adversely affect our Company and the trading price of our common stock.

 Alcoholic beverage distributors are powerful and control much of the marketplace

 Bendistillery, Bend Spirits and target companies distribute their distilled alcoholic beverages through a limited number of powerful distributors that control much of the marketplace for alcoholic beverages. In order for Bendistillery and Bend Spirits to grow, they will be required to maintain such relationships with their distributors and to enter into agreements with additional distributors. No assurance can be given that Bendistillery and Bend Spirits will be able to maintain their current distribution network or secure additional distributors on terms favorable to Bendistillery and Bend Spirits. If Bendistillery's and Bend Spirits' existing distribution agreements are terminated, they may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution. The loss of such distributors, or disruptions to the operations of such distributors, may adversely affect the value of our ownership interest in those companies. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 The Oregon Liquor Control Commission has jurisdiction over our directors, officers and significant shareholders

 Due to our minority ownership interest in Bendistillery and Bend Spirits, the Oregon Liquor Control Commission ("OLCC") has jurisdiction over our directors, officers and significant shareholders. If the OLCC were to refuse to approve any of our directors, officers or significant shareholders, it may disrupt our management and corporate governance. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 The identification, detection, prevention and remediation of known or potential IT security vulnerabilities, including those arising from third-party hackers, hardware or software, is extremely costly and time consuming. Lifted does not have the manpower, expertise or financial resources to effectively identify, detect, prevent or remediate cybersecurity risks. No assurance or guarantee whatsoever can be given that Lifted will not be seriously damaged by the exploitation of its cybersecurity vulnerabilities.

 During the year ended December 31, 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks.

 See "Item 1A. Risk Factors" for more information regarding the Company's cybersecurity-related risks.

 ITEM 2. PROPERTIES

 LFTD Partners' CEO GJacobs and its President and CFO WJacobs live in Florida, and LFTD Partners' COO NWarrender lives part time in Wisconsin and part time in Florida. The Company currently does not have a dedicated corporate office for LFTD Partners other than in the home office spaces provided by the Company's CEO and President and CFO in Florida. The future location of LFTD Partners' corporate office will depend upon a number of factors, including where our CEO is living at the time.

 Summary of Real Property Owned or Leased by LFTD and Lifted:

 Address: 5511 95 th Avenue, Kenosha, WI, 53144
 Purchase Date: December 14, 2023
 Purchase Price: $1,375,000
 Square Footage: 11,238 sq. ft.
 Use: Office space, manufacturing, storage

 Address: 8910 58 th Place Suites 100, 600 and 700, Kenosha WI 53144
 Lease Began: 2021
 Square Footage: 31,000 sq. ft.
 Use: Shipping & Receiving, Packaging, Offices

 Address: 5732 95th Ave, Suites 100, 200 and 300, Kenosha, WI 53144
 Lease Began: 2022
 Square Footage: 7,325 sq. ft.
 Use: Gummy Manufacturing

 Address: 789 Tech Center Drive, Unit C, Durango, Colorado 81301
 Lease Began: 2024
 Square Footage: 2,205 sq. ft.
 Use: Joint and other flower product production

 Refer to NOTE 10 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS for descriptions of the leased and real property owned by Lifted. From time to time, the Company maintains inventory at third party facilities around the United States.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 For more information, please refer to NOTE 11 – LEGAL PROCEEDINGS under the Notes to the Consolidated Financial Statements.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is quoted under the symbol LIFD on the OTCQB Venture Market. Our shares trade infrequently and the trading price of our shares is not necessarily indicative of the existence of a trading market for our securities or indicative of our value. The following table sets forth, for the periods indicated, the high and low closing sales prices per share of our common stock.

 Closing Sales Prices (1)

 High

 Low

 Year Ended December 31, 2024

 4th Quarter

 $
 0.79

 $
 0.32

 3rd Quarter

 $
 1.10

 $
 0.30

 2nd Quarter

 $
 1.95

 $
 0.56

 1st Quarter

 $
 2.90

 $
 1.80

 Year Ended December 31, 2023

 4th Quarter

 $
 3.00

 $
 1.30

 3rd Quarter

 $
 2.49

 $
 1.20

 2nd Quarter

 $
 3.00

 $
 1.91

 1st Quarter

 $
 4.95

 $
 1.60

 (1) The above table sets forth the range of high and low closing sales prices per share of our common stock as reported by Yahoo! Finance for the periods indicated.

 Approximate Number of Holders of Our Common Stock

 As of January 29, 2025, a total of 14,822,678 shares of LFTD Partners' common stock were outstanding and there were approximately 755 holders of record of LFTD Partners' common stock.

 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 (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 the Deferred Contingent Stock Recipients who have instructed the Company to issue to them their respective, earned Deferred Contingent Stock. As of December 31, 2024, 503,000 shares of Deferred Contingent Stock have been issued to Deferred Contingent Stock Recipients, and there were 142,000 shares of Deferred Contingent Stock that are issuable at the direction of the Deferred Contingent Stock Recipients

 Recent Sales of Unregistered Securities

 We have not sold any unregistered securities except those already reported in prior quarterly reports.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

 The following Management's Discussion and Analysis ("MD&A") section includes a discussion of our results of operations, liquidity and financial condition and certain factors that may affect our future results. This MD&A should be read in conjunction with the Company's risk factors, consolidated financial statements and related, accompanying notes that appear elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, the following MD&A contains forward-looking statements and forward-looking information, as defined under applicable United States securities laws, that reflect our plans, estimates and beliefs. MD&A of our financial condition and results of operations is provided as a supplement to the accompanying financial statements and related notes to help provide an understanding of our financial condition, the changes in our financial condition and the results of operations.

 As a result of many factors, the Company's actual results may differ materially from those anticipated in these forward-looking statements and information. The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). Financial information presented in this MD&A is presented in United States dollars ("$").

 Cautionary Note Regarding Forward-Looking Statements

 Reference is hereby made to the disclosures above in the following sections, which are hereby incorporated by reference thereto:

 Cautionary Note Regarding Forward-Looking Statements
 SUMMARY OF RISK FACTORS

 Overview

 Reference is hereby made to the description of the business of LFTD Partners Inc. in the following section, which is hereby incorporated by reference thereto:

 ITEM 1. BUSINESS
 Description of the Business of LFTD Partners Inc.
 Lifted
 Ablis, Bendistillery and Bend Spirits
 Bank Financing and Purchase of Headquarters Building
 Purchase of the 5511 Building
 $3,000,000 Working Capital Loan
 $910,000 Loan
 Manufacturing, Sales and Marketing Agreements
 Cali Sweets Agreement
 Manufacturing, Sales and Marketing Agreement With Diamond Supply Co.
 Jeeter Agreement
 Mirsky Agreement
 Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management
 Corp.
 Extrax NM Agreement
 Manufacturing, Sales and Marketing Agreement With Subsidiary of a Large, Publicly Traded
 US Marijuana Company
 Capital Raise

 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 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, its financial obligations under its loan agreements with Surety Bank, 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 December 31, 2024 of $3,967,708. 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 years ended December 31, 2024, 2023 and 2022:

 2024

 2023

 2022

 Net Cash Provided by/(Used in) Operating Activities

 $
 (960,067
)

 $
 638,925

 $
 3,037,426

 Net Cash Used in Investing Activities

 (479,574
)

 (2,516,955
)

 (916,119
)

 Net Cash Used In Financing Activities

 (770,951
)

 3,704,945

 (193,416
)

 Cash Flows From Operating Activities

 Net cash used in operating activities was $960,067 for the year ended December 31, 2024. During the year ended December 31, 2024, net cash used in operating activities primarily resulted from a net loss of $1,857,429, which includes net, non-cash expenses of $3,861,942, offset by cash used for working capital, primarily inventory, and paydowns of accounts payable and accrued liabilities. Non-cash expenses are primarily related to spoiled and written off inventory of $1,550,599, bad debt expense of $1,469,078, and the loss on the Jeeter collaboration of $1,349,467.

 Net cash provided by operating activities was $638,925 for the year ended December 31, 2023. Net cash provided by operating activities in 2023 was primarily generated from net income of $2,159,007, which includes non-cash charges for Deferred Contingent Stock expense of $2,138,175 and spoiled and written off inventory of $2,056,603, offset by cash used for working capital, primarily inventory, and income taxes.

 Net cash provided by operating activities was $3,037,426 for the year ended December 31, 2022. Net cash provided by operating activities in 2022 was generated from net income of $7,196,327, which includes non-cash charges for inventory write-downs of $4,418,922 and sales allowances of $939,496, offset by cash used for working capital, primarily inventory, payment of the company-wide Bonus Pool for 2021 (the "Modified 2021 Bonus Pool Amount"), payment of management bonuses, deferred revenue, and income taxes.

 Cash Flows From Investing Activities

 Net cash used in investing activities was $479,574 during the year ended December 31, 2024. In 2024, Lifted spent $313,763 on purchases of fixed assets and $200,000 for the cash portion of the second installment of merger consideration pursuant to the Oculus Merger Agreement.

 Net cash used in investing activities was $2,516,955 during the year ended December 31, 2023, of which $1,385,225 was reported used for the purchase of Lifted's main operations building located at 5511 95th Avenue, Kenosha, Wisconsin, and of which $789,662 related to net purchases of fixed assets. In 2023, Lifted spent $342,068 to purchase net assets from Oculus CRS, LLC.

 In comparison, net cash used in investing activities was $916,119 during the year ended December 31, 2022. Net cash used in investing activities in 2022 related to net purchases of fixed assets.

 Cash Flows From Financing Activities

 During the year ended December 31, 2024, net cash used in financing activities was $770,951, which is primarily driven by payments on the Surety Bank loans of $517,213 and purchases of shares of the Company's common stock of $240,240. During the year ended December 31, 2024, net cash decreased by $2,210,592, and we had $2,146,947 of unrestricted cash and $1,000,000 of restricted cash at December 31, 2024.

 During the year ended December 31, 2023, net cash provided by financing activities was $3,704,945, primarily driven by the proceeds from the Surety Bank loans of $3,910,000, offset by the payment of debt financing costs of $115,697, and payments of dividends to the Company's Series A and Series B Convertible Preferred stockholders totaling $20,961. During the year ended December 31, 2023, net cash increased by $1,826,916, and we had $4,357,539 of unrestricted cash and $1,000,000 of restricted cash at December 31, 2023.

 During the year ended December 31, 2022, net cash used in financing activities was $193,416. On December 30, 2021, the Company repaid all principal and interest due under the $3.75M Note. NWarrender kept $1,000,000 of the repayment of the $3.75M Note, plus accrued interest, and on January 3, 2022, reloaned $2,750,000 to LIFD and Lifted at the rate of 2.5% (the "$2.75M Note"). The $2.75M Note payable jointly by the Company and Lifted to NWarrender was secured by a perfected first lien security interest that encumbers 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.

 Also impacting the net cash used in financing activities during the year ended December 31, 2022 was the repurchase of $150,000 of Company common stock, repayment of the finance lease liability of $70,267, and payments of dividends to the Company's Series A and Series B Convertible Preferred stockholders totaling $23,149, offset by proceeds of $50,000 from the exercise of warrants and options. During the year ended December 31, 2022, net cash increased by $1,927,892, and we had $3,530,623 of unrestricted cash and no restricted cash at December 31, 2022.

 Comparison of the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

 The following table summarizes our Company's current assets, current liabilities and working capital as of December 31, 2024 and December 31, 2023.

 2024

 2023

 Current Assets

 $
 16,928,005

 $
 21,668,980

 Current Liabilities

 6,084,011

 8,686,744

 Working Capital

 10,843,994

 12,982,236

 As of December 31, 2024, we had cash and restricted cash of $3,146,947; in comparison, as of December 31, 2023, we had cash and restricted cash of $5,357,539.

 As of December 31, 2024, we reported prepaid expenses of $1,598,654, primarily consisting of prepaid inventory of $1,470,957. In comparison, as of December 31, 2023, we reported prepaid expenses of $2,509,961 primarily consisting of prepaid inventory of $2,317,799.

 Accounts receivable of $2,358,823, net of $853,329 allowance for doubtful accounts, were outstanding as of December 31, 2024. In comparison, accounts receivable of $3,586,176, net of $375,417 allowance for doubtful accounts, were outstanding as of December 31, 2023.

 An allowance for sales is recorded for estimated future discounts/refunds related to returns of products sold prior to the reporting period end. An allowance for sales reduces net sales on the Consolidated Statements of Operations, and also reduces accounts receivable on the Consolidated Balance Sheets. Sales allowances of $304,018 and $635,098 were reported as of December 31, 2024 and December 31, 2023, respectively. A primary impetus for the need of a sales allowance and a reduction in accounts receivable as of December 31, 2024 and December 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 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.

 As of December 31, 2024, we had inventory of $9,316,291; in comparison, as of December 31, 2023, we had inventory of $10,174,667. Total current assets as of December 31, 2024 of $16,928,005 were adequate for us to fund current operations.

 As of December 31, 2024 and December 31, 2023, our other assets primarily included goodwill of $23,092,794, which was comprised of $22,292,767 of goodwill from the acquisition of Lifted on February 24, 2020, and $800,027 of goodwill from Lifted's purchase of nearly all of the assets of Oculus CRS, LLC, and Lifted's merger with Oculus CHS Management Corp. in April 2023.

 Also, as of both December 31, 2024 and December 31, 2023, our other assets included our investments in Ablis, Bendistillery and Bend Spirits, which total $1,896,200. Net fixed assets as of December 31, 2024 and December 31, 2023 were $2,704,615 and $2,996,387, respectively.

 In addition, as of both December 31, 2024 and December 31, 2023, our other assets also included restricted cash of $1,000,000. We are required by our Business Loan Agreement with Surety Bank to maintain a minimum depository balance of $1,000,000 with Surety Bank for the duration of our Business Loan. The Business Loan matures on December 14, 2028.

 As of December 31, 2024, current liabilities of $6,084,011 primarily consisted of accounts payable and accrued expenses of $4,563,464, the current portion of the notes payable to Surety Bank of $559,418, and deferred revenue of $674,676.

 As of December 31, 2023, current liabilities of $8,686,744 primarily consisted of accounts payable and accrued expenses of $6,172,655, Minimum Earnout Consideration of $1,000,000 to be paid pursuant to the Oculus Merger Agreement ($200,000 in cash, and $800,000 in the form of 160,000 shares of common stock valued at $5.00 per share), collab commissions and royalties payable of $572,838, the current portion of the notes payable to Surety Bank of $506,061, and deferred revenue of $235,891.

 On May 8, 2024, NWarrender, in consultation with WJacobs, made the Determination that the Incremental Pre-Tax Profits were zero dollars ($0). Consequently, the second installment of Merger Consideration consists of:

 (1)

 Two Hundred Thousand Dollars ($200,000) in cash; and

 (2)

 One Hundred Sixty Thousand (160,000) newly issued shares of unregistered LIFD Common Stock.

 On May 13, 2024, the cash component of the second installment of Merger Consideration was paid, and the stock component of the second installment of Merger Consideration was issued.

 In prior years, the Company's payables have been greater than its cash on hand. Prior to the Company's acquisition of Lifted, the Company had inconsistent income-generating ability and was therefore reliant on raising money from loans or stock sales.

 The Company had an accumulated deficit of $3,967,708 and $2,096,780 as of December 31, 2024 and December 31, 2023, respectively.

 Comparison of Operations During the Years Ended December 31, 2024, 2023, and 2022

 During the year ended December 31, 2024, the Company recognized net sales of $37,325,228. During the year ended December 31, 2023, the Company recognized net sales of $51,610,562. During the year ended December 31, 2022, the Company recognized net sales of $57,416,535. Reasons for the decrease in net sales from 2023 to 2024 include, but are not limited to: prohibition of, or tighter regulation of, intoxicating hemp-derived products has been adopted or proposed in many states that are significant markets for Lifted, such as in Illinois and California; 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 or active ingredients per unit at a lower price point; and other competing brands paying distributors and wholesalers more than what Lifted is willing to pay, for valuable shelf space.

 Lifted has launched several initiatives in order to attempt to increase net sales, including: the launch of hemp-free brands Rebel Energy Gummy and Mielos (wellness gummies); increasing spending on SEO; online advertising and marketing; and sending sales teams to certain cities to attempt to increase direct-to-retailer sales. In 2024, the Company had also hired Zuanic & Associates to initiate coverage of the Company's common stock; however, any opinions, estimates, valuation projections or forecasts regarding the Company's performance made by analysts, including Zuanic & Associates, are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management. The Company does not by its reference or distribution imply its endorsement of or concurrence with analyst information, conclusions or recommendations.

 Write-offs of Inventory

 Lifted's industry, and customer preferences, are constantly and quickly evolving. Consequently, Lifted finds it extremely difficult to predict future sales of its products and to anticipate raw goods needs for future production. This exposes Lifted to the risk that it will need to write off obsolete raw goods and slow-moving finished goods, causing an increase in cost of goods sold.

 During the year ended December 31, 2024, $1,550,599 of obsolete and spoiled inventory was written off. During the fourth quarter of 2024, $170,618 of obsolete and spoiled inventory was written off, consisting of $61,532 of finished goods, and $109,085 worth of raw goods. The most significant write offs during the year ended December 31, 2024 occurred during the second quarter of 2024. During the second quarter of 2024, $651,190 of inventory, primarily comprised of packaging that cost $434,402, was written off.

 During the year ended December 31, 2023, $2,056,603 of obsolete and spoiled inventory was written off, primarily driven by the write-offs in the third and fourth quarters of 2023. Descriptions of the third and fourth quarter write-offs are included below:

 During the quarter ended December 31, 2023, $1,285,248 of obsolete and spoiled inventory, which related primarily to $570,778 worth of raw goods packaging and vapes, and $497,811 of finished goods, such as amanita mushroom gummies, and slow-moving hemp-infused gummies manufactured by third-party suppliers prior to the commencement of Lifted's in-house gummy manufacturing operations in Kenosha, Wisconsin.

 During the quarter ended September 30, 2023, $597,098 of obsolete and spoiled inventory, which related primarily to $489,022 of expired HHC-infused gummies, was written off. Nearly all of these expired gummies were manufactured by third-party suppliers prior to the commencement of Lifted's in-house gummy manufacturing operations in Kenosha, Wisconsin. Management believes that these expired gummies were manufactured pursuant to formulations and manufacturing protocols that were of lower quality than Lifted's in-house gummy products, and sold more slowly due to the relative lack of consumer excitement for HHC-infused gummies.

 In comparison, during the year ended December 31, 2022, $4,418,922 of obsolete and spoiled inventory was written off.

 Of the $4,418,922 of obsolete and spoiled inventory that was written off during the year ended December 31, 2022, $2,313,902 of it related to certain 2 mL disposable vapes written off during the third quarter of 2022 due to clogging issues (the "Clogged Vapes"). Management believes that the clogging was caused by the summer heat wave (the third hottest summer on record in the USA at the time). The heat caused the oil in the Clogged Vapes to lose viscosity, so more oil solidified in the coils as they were brought to room temperature. Because these Clogged Vapes did not have preheat or variable voltage settings, the oil could not be unclogged from the coils. Management discontinued the sale of the Clogged Vapes during the third quarter. Lifted's 2 mL disposable vapes have been superseded by 3 mL disposable vapes that do have preheat and variable voltage settings, so management expects that this write off of Clogged Vapes should be a one-time occurrence.

 Settlement With Vape Device Manufacturer

 On December 30, 2022, Lifted was able to reach an agreement for the forgiveness of $630,000 of payables owed to its third-party disposable vape device manufacturer. The agreement also includes credits to Lifted against future purchases from the device manufacturer totaling $370,047. The credit is to be provided by the manufacturer at the rate of $46,255.87 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $46,255.91 for the fourth quarter of 2024. The agreement is a result of the vape manufacturer agreeing to share a portion of the Company's prior $2,313,902 write-off of certain 2 mL disposable vapes that were written off due to clogging issues.

 The payable forgiveness resulted in a net $485,496 improvement to the cost of goods sold and accrued liabilities sections of the Company's consolidated statements of operations as of December 30, 2022. The $370,047 in credits had been booked as an asset as of December 30, 2022 and recognized as other income amortized quarterly at the rate of $46,256 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $46,255 for the fourth quarter of 2024.

 However, based on an analysis of credits applied to the vape device manufacturer bills in 2023, Lifted received $33,427 more credits than was expected/agreed to per the agreement ($185,024 per year for 2023 and 2024); as such, Lifted's revised credit going into 2024 was $151,597, and this was to be amortized quarterly at the rate of $37,899 per quarter.

 Based on another analysis of credits applied to vape device manufacturer bills through September 30, 2024, Lifted recognized credit amortization of $53,140 for the third quarter of 2024, and Lifted's revised credit balance as of September 30, 2024 was $50,707; this credit balance was amortized completely by December 31, 2024.

 Segment Disclosures

 Reference is hereby made to the disclosures above in the following section, which are hereby incorporated by reference thereto:

 NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 Segment Disclosures

 Deferred Contingent Stock

 No stock compensation expense was recognized during the year ended December 31, 2024. 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 of $2,138,175, which, for the year ended December 31, 2023, was $1,666,155 on an after-tax basis. 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 reduced net income for the year ended December 31, 2023 from $3,825,162 to $2,159,007. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.26 and $0.23, respectively, for the year ended December 31, 2023. As of December 31, 2024, 503,000 shares of Deferred Contingent Stock have been issued to the Deferred Contingent Stock Recipients and there were 142,000 shares of Deferred Contingent Stock that are issuable at the direction of the Deferred Contingent Stock Recipients. No stock compensation expense was recognized during the year ended December 31, 2022.

 Payroll Expenses

 During the year ended December 31, 2024, the Company reported payroll expenses of $5,840,846. Payroll expenses include sales commissions paid to independent contractors. Lifted's former Chief Strategy Officer (the "CSO"), who worked for Lifted from July 1, 2021 through April 30, 2024, had been hired to develop and implement certain important strategies to assist Lifted's efforts to increase its production, fulfillment and sales capabilities. The CSO's two-year agreement with Lifted entitled 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. The CSO's final bonus, for April 2024, was $27,941, and was paid in May 2024. For the year ended December 31, 2024, the bonus earned by the CSO was $191,273.

 During the second half of 2024, Lifted has, and is continuing to, selectively pare its personnel costs in order to increase its profit margins.

 During the year ended December 31, 2023, the Company reported payroll expenses of $7,476,955. The Company recognized bonus expense related to the bonus earned by the CSO of $526,535 in the fourth quarter of 2023, and at December 31, 2023 and 2022, the bonus payable to the CSO was $688,068 and $265,694, respectively. This bonus payable is consolidated into the Accounts Payable and Accrued Expenses line item in the Consolidated Balance Sheets.

 During the year ended December 31, 2022, the Company reported payroll expenses of $6,423,584. In August 2022, with the assistance of a third party firm, Lifted applied for Employee Retention Tax Credits ("ERC") for certain quarters of 2020 and 2021. In the fourth quarter of 2022, gross credits of $233,534 were recovered, and Lifted paid the third party firm a commission of $58,384. The $233,534 ERC is accounted for as a reduction in payroll expenses in the fourth quarter of 2022, and the commission of $58,384 was categorized as Professional Fees.

 Company-Wide Management Bonus Pool

 During the year ended December 31, 2024, there was no reported Company-Wide Management Bonus Pool expense. During the year ended December 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 future company-wide management bonus pools on a dollar-for-dollar basis.

 Advertising and Marketing Expenses

 Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses primarily consist of trade show expenses, advertising, digital marketing, promotional products and other marketing expenses. During the year ended December 31, 2024, the Company incurred $1,155,067 of advertising and marketing expenses. In comparison, during the years ended December 31, 2023, and 2022, the Company reported advertising and marketing expenses of $951,266 and $662,494, respectively.

 Bad Debt Expense

 Bad debt expense of $1,469,078 was recognized during the year ended December 31, 2024, compared to bad debt expense of $353,162 and $78,457 during the years ended December 31, 2023 and 2022, respectively.

 As described in ITEM 1A. RISK FACTORS, the delay in Lifted's receipt of payments from certain customers—primarily distributors—have increasingly become an issue for Lifted. Certain customers have become slower to pay Lifted for purchased product ("Slow Paying Customers"), and the Slow Paying Customers disregard payment terms. Management speculates that some Slow Paying Customers may be slow-paying Lifted because of their own sales collection issues, which may in part be caused by the regulatory uncertainty over our industry. As described in the Accounts Receivable section under NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, the Company has an accounting protocol which effectively causes the Company to recognize an allowance for doubtful accounts for all invoices older than 90 days. Consequently, the delay in Lifted's receipt of payments from certain customers has a direct impact on the Company's net receivables, net income, and earnings per share.

 Collaboration Commission and Royalty Expense

 For the year ended December 31, 2024, the Company reported collaboration commission and royalty expense of $692,971. For the year ended December 31, 2023, the Company reported collaboration commission and royalty expense of $1,733,800. No collaboration commission and royalty expense was recognized in 2022.

 Other Operating Expenses

 Other operating expenses increased to $2,607,704 during the year ended December 31, 2024, up from $2,541,263 during the year ended December 31, 2023, and up from $1,884,209 during the year ended December 31, 2022. Other operating expenses include, for example, insurance expense, rent expense, repairs and maintenance, state license and filing fees, excise and sales tax expense, health and dental expenses, warehouse and lab expenses below the Company's capitalization threshold, and other expenses. The premiums of certain insurance policies that the Company has had in place have typically been based on the Company's revenue; as such, these policies are costly for the Company.

 Other Income or Expenses

 During the year ended December 31, 2024, net non-operating Other Expenses of $1,608,390 primarily consisted of the $1,349,467 loss related to the termination of the Jeeter collaboration. In comparison, during the year ended December 31, 2023, net non-operating other income of $346,883 consisted primarily of settlement income of $506,211, offset by interest expense of $110,517, and debt financing expenses of $60,548. During the year ended December 31, 2022, net non-operating other income of $181,255 in 2022 consisted primarily of settlement income of $478,617, offset by interest expense of $120,197 and loss on the disposal of fixed assets of $185,195.

 Net Income or Loss

 During the year ended December 31, 2024, the Company reported a net loss of $1,857,429. During the year ended December 31, 2023, the Company reported net income of $2,159,007. In comparison, the Company reported net income of $7,196,327 during the year ended December 31, 2022.

 The Business Loan requires that Borrower shall maintain a minimum 1.50x DSCR based on Borrower's annual corporate tax return. The DSCR shall be tested annually, beginning with the 2023 return. The DSCR shall be calculated as EBIDA (earnings before interest, depreciation, and amortization) divided by contractual annual debt service payments. Borrower met the DSCR requirement contained in the Business Loan for the year ended December 31, 2023. Surety Bank has agreed to waive any claim of default based on Borrower's 2024 DSCR.

 Off-Balance Sheet Arrangements

 As of reported period end, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

 Comparison of Operations for the Quarters Ended December 31, 2024 and September 30, 2024

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (UNAUDITED)

 For the Three Months Ended December 31, 2024

 For the Three Months Ended September 30, 2024

 $
 8,479,605

 $
 8,691,675

 Cost of Goods Sold

 6,420,952

 4,933,780

 Gross Profit

 2,058,653

 3,757,895

 Operating Expenses:

 Payroll Expenses

 1,408,312

 1,360,035

 Professional Fees

 195,378

 156,357

 Bank Charges and Merchant Fees

 134,414

 130,831

 Advertising and Marketing

 317,605

 470,676

 Bad Debt (Income)/Expense

 (835,820
)

 864,345

 Depreciation and Amortization

 62,265

 58,124

 Collab Commission and Royalty Expense

 103,100

 180,571

 Other Operating Expenses

 601,081

 677,659

 Total Operating Expenses

 1,986,335

 3,898,598

 Income/(Loss) From Operations

 72,318

 (140,703
)

 Other Income/(Expenses)

 Interest Expense

 (85,279
)

 (88,293
)

 Debt Financing Expenses

 (2,803
)

 (2,803
)

 Dividend Income

 1,193

 -

 Penalties

 (4,935
)

 (139
)

 Settlement Costs

 (2,000
)

 -

 Loss on Disposal of Fixed Assets

 (2,423
)

 3,641

 Interest Income

 27,853

 39,213

 Total Other Income/(Expenses)

 (68,394
)

 (48,381
)

 Income/(Loss) Before Provision for Income Taxes

 3,924

 (189,084
)

 Provision for Income Taxes

 (2,738
)

 (5,315
)

 Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders

 $
 1,186

 $
 (194,399
)

 Earnings/(Loss) Per Common Share Attributable to LFTD Partners Inc. common shareholders:

 Basic

 $
 (0.00
)

 $
 (0.01
)

 $
 (0.00
)

 $
 (0.01
)

 Weighted average number of common shares outstanding

 Basic

 14,964,678

 Comparison of Operations for the Quarters Ended December 31, 2024 and December 31, 2023

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (UNAUDITED)

 For the Three Months Ended December 31, 2024

 For the Three Months Ended December 31, 2023

 $
 8,479,605

 $
 13,519,947

 Cost of Goods Sold

 6,420,952

 9,522,468

 Gross Profit

 2,058,653

 3,997,479

 Operating Expenses:

 Payroll Expenses

 1,408,312

 2,113,322

 Professional Fees

 195,378

 217,993

 Bank Charges and Merchant Fees

 134,414

 169,324

 Advertising and Marketing

 317,605

 288,085

 Bad Debt (Income)/Expense

 (835,820
)

 214,597

 Depreciation and Amortization

 62,265

 51,368

 Collab Commission and Royalty Expense

 103,100

 887,086

 Other Operating Expenses

 601,081

 572,844

 Total Operating Expenses

 1,986,335

 4,514,619

 Income/(Loss) From Operations

 72,318

 (517,140
)

 Other Income/(Expenses)

 Interest Expense

 (85,279
)

 (37,980
)

 Debt Financing Expenses

 (2,803
)

 (548
)

 Dividend Income

 1,193

 1,193

 Penalties

 (4,935
)

 (24,885
)

 Settlement Income

 -

 506,211

 Settlement Costs

 (2,000
)

 -

 Loss on Disposal of Fixed Assets

 (2,423
)

 -

 Interest Income

 27,853

 16,933

 Total Other Income/(Expenses)

 (68,394
)

 460,924

 Income/(Loss) Before Provision for Income Taxes

 3,924

 (56,216
)

 Provision for Income Taxes

 (2,738
)

 79,856

 Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders

 $
 1,186

 $
 23,640

 Earnings/(Loss) Per Common Share Attributable to LFTD Partners Inc. common shareholders:

 Basic

 $
 (0.00
)

 $
 0.00

 $
 (0.00
)

 $
 0.00

 Weighted average number of common shares outstanding

 Basic

 14,805,678

 14,964,678

 16,689,876

 Critical Accounting Policies and Estimates

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

 Tax Provision

 Please refer to NOTE 13 – INCOME TAXES for more information about the Company's 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 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 Pandemics and Inflation

 The COVID-19 pandemic resulted in significant economic disruption to 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 and the emerging bird flu, their 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 or re-emerge.

 Although our total revenues for the years ended December 31, 2024, 2023 and 2022 were not materially impacted by COVID-19, it is possible that our revenues may be negatively impacted in future periods by COVID-19 and its variants, or by other potential pandemics such as the emerging bird flu. The uncertainty related to pandemics 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 or other potential pandemics such as the emerging bird flu that may negatively impact our business in future periods include, but are not limited to: inflation; higher interest rates; disruption of the banking system; 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 caused by pandemics and inflation.

 ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial information required by Item 8 is located beginning on page F-1 of this Annual Report on Form 10-K.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. 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 December 31, 2024.

 (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.

 During December 2024, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 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 December 31, 2024 was not effective. Management identified the following material weaknesses as of December 31, 2024:

 (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.

 (2)

 There are not effective policies and procedures in place to provide adequate, independent oversight over financial reporting, timely preparation, and review of accounting records, and there is a lack of segregation of duties.

 Management is continually working to improve the effectiveness of our internal control over financial reporting. Our actions have included the following to improve controls over our financial statement preparation and reporting process:

 (1)

 We have enhanced certain resources available within our accounting team. We hired a Chief Financial Officer of Lifted who is specifically responsible for overseeing the financial reporting processes of Lifted. We have also engaged a licensed, external certified public accountant who advises and assists us with various aspects of the financial reporting process, including at our direction, objectively reviewing work product significant to the closing of our financial statements.

 (2)

 We have enhanced the use of specialist involvement in complex, non-routine, and technical areas of accounting, valuation, new accounting standards adoption, and tax matters. These specialists include the licensed, external certified public accountant referred to above, a global public accounting and tax firm, and a valuation firm.

 (3)

 We are in the process of implementing tools to manage the structure of our financial closing processes. These tools include: (a) formalizing checklists designed to ensure accounting requirements and account reconciliations are completed and (b) formalizing required work instructions for completing and objectively reviewing financial closing work product, account reconciliations and analyses, which includes documenting preparer and reviewer responsibilities and signoffs.

 (4)

 We are archiving, in an access-restricted retention domain, documentation critical to supporting our financial reporting, including financial closing work product, account reconciliations and analyses, supporting documents and agreements, accounting technical memoranda, and other documentation supporting complex, non-routine accounting and valuation matters. Starting with the April 2024 expense reports, all LFTD Partners and Lifted employee expense reports are also stored online in this access-restricted retention domain. We have made this documentation transparent and accessible to our registered public accounting firm, other advisers, and to our lead independent director, Vincent J. Mesolella.

 (5)

 From time to time, we have engaged a third-party consulting firm with expertise in corporate governance, internal controls, risk management, and assurance. This firm has been engaged to assist management with remediating internal control deficiencies and designing and implementing controls over our financial processes and reporting.

 (6)

 Providing copies of LFTD Partners' and Lifted's bank statements to Mr. Mesolella. Starting with LFTD Partners' April 2024 bank statements, the LFTD Partners bank statements and bank reconciliations are stored online in an access-restricted retention domain, in the same location as where Lifted's bank statements and bank reconciliations are stored. Previously, our Chief Financial Officer, WJacobs, emailed copies of LFTD Partners and Lifted's bank statements to Mr. Mesolella monthly. WJacobs engages with Mr. Mesolella, as needed, to address any questions or concerns.

 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.

 Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include, but are not limited to, that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 The Company is actively engaged in a comprehensive effort to remediate its material weaknesses in our internal control over financial reporting, but additional work is required, and no guarantee or assurance can be given as to when such work will be completed.

 This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal controls 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 Annual Report on Form 10-K.

 Notwithstanding the existence of the material weaknesses as described above, we believe that the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

 (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.

 ITEM 9B. OTHER INFORMATION

 Not applicable.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The Board of Directors and Committees of the Board

 The following table sets forth certain information regarding our current Directors and Executive Officers as of March 28, 2025:

 Name

 Age

 Position

 Gerard M. Jacobs, J.D.

 Chairman of the Board, Chief Executive Officer and Secretary

 Nicholas S. Warrender

 Vice Chairman of the Board and Chief Operating Officer

 Vincent J. Mesolella

 Lead Outside Director

 Joshua A. Bloom, MD

 Sharial Howard

 James S. Jacobs, MD

 William C. "Jake" Jacobs, CPA

 Director, President, Chief Financial Officer and Treasurer

 Richard E. Morrissy

 Kevin J. Rocio

 Our Directors serve in such capacity until the next annual meeting of our shareholders and until their successors have been elected and qualified.

 Gerard M. Jacobs, J.D., age 69, is Chairman of our Board of Directors, Chief Executive Officer and Secretary of the Company. Mr. Jacobs has been a private investor since 2006. In 2001, Mr. Jacobs took control of CGI Holding Corporation, and served as its Chief Executive Officer and member of its board of directors until 2006. Under Mr. Jacobs' guidance, CGI Holding Corporation changed its name to Think Partnership Inc., made 15 acquisitions primarily of businesses involved in online marketing and advertising, and succeeded in having its common stock listed on the American Stock Exchange. Previously, in 1995, Mr. Jacobs took control of General Parametrics Corporation, a NASDAQ company, and served as its Chief Executive Officer and member of its board of directors until 1999. Under Mr. Jacobs' guidance, General Parametrics changed its name to Metal Management Inc., made 37 acquisitions primarily of businesses involved in scrap metal recycling, and succeeded in building one of the largest scrap metal recycling companies in the world. Mr. Jacobs has also served as the lead outside director for America's Car-Mart, Inc. (NASDAQ: CRMT) and Patient Home Monitoring Corp. (Toronto: PHM). Mr. Jacobs received a law degree from the University of Chicago Law School, which he attended as a Weymouth Kirkland Law Scholar, in 1978; and an A.B from Harvard College, in 1976, where he was elected to Phi Beta Kappa. Mr. Jacobs' brother, James S. Jacobs, M.D., is also a member of our board of directors. Mr. Jacobs' son, William C. Jacobs, is also a member of our board of directors, and is also our President and Chief Financial Officer and Treasurer. We believe that Mr. Jacobs' experience serving as the Chief Executive Officer of three publicly traded companies and as a director of two other publicly traded companies, his work as an investment banker and as an attorney, and his intelligence and educational background, qualifies him to serve as a director of the Company.

 Nicholas S. Warrender, age 35, is Vice Chairman of our Board of Directors and Chief Operating Officer of the Company. Nicholas S. Warrender founded Lifted in 2015 and has served as CEO since. Nicholas S. Warrender is an expert in brand design and development and has a degree in Communications with a focus on Business and Cinematography from Carthage College. Previously, Nicholas S. Warrender was a recruited high school basketball player and successful rapper, performing music shows at prestigious clubs, such as the Viper Room. Nicholas S. Warrender's mother, Laurie Warrender, is also an employee of Lifted. We believe that Mr. Warrender's experience as the founder and CEO of Lifted qualifies him to serve as a director of the Company.

 Vincent J. Mesolella, age 75, is Lead Outside Director of our Board of Directors and has been a member of our board of directors since October 2010. He has served for many years as the Chairman of the Narragansett Bay Commission, Providence, Rhode Island, one of the largest wastewater treatment utilities in the U.S. Mr. Mesolella also served for over twenty years as a member of the Rhode Island House of Representatives, including serving as the Majority Whip. Mr. Mesolella is the founder, President and Chief Executive Officer of MVJ Realty, LLC, a diversified real estate investment firm. Mr. Mesolella has served on the board of directors of Think Partnership Inc., an American Stock Exchange company. Mr. Mesolella has raised a great deal of money for charities including the Make-A-Wish Foundation. Mr. Mesolella resides in Rhode Island. We believe that Vincent J. Mesolella's experience serving as a director of two publicly traded companies including service as Chairman of the Audit Committee of both, his work as a developer and business owner, his experience as an elected public official, his Chairmanship of a major wastewater treatment organization that has been nationally recognized for its excellence, his intelligence and educational background, and his familiarity with the real estate industry, qualifies him to serve as a director of the Company.

 Joshua A. Bloom, M.D., age 69, has been a member of our board of directors since July 2007. Dr. Bloom has been a practicing physician in Kenosha, Wisconsin since completion of his training in 1988. He is board Certified in Internal Medicine, Pulmonary Diseases, Critical Care Medicine and in Hospice and Palliative Care. He has been employed by Froedtert South (formerly known as United Hospital System) in the Clinical Practice Division from 1995 to present. He had been in private practice at the same address from 1988 to 1995. Dr. Bloom served on the board of directors of Kenosha Health Services Corporation from 1993 to approximately 2010 and the board of Hospice Alliance, Inc. since 1994 and Medical Director there since 1998. Dr. Bloom also served on the board of the Beth Israel Sinai Congregation 1998 to 2014, where he served as the President from 2004 until 2010. Dr. Bloom received a medical degree from the University of Illinois in 1982 and completed his residency in internal medicine in 1985 and fellowship in Respiratory & Critical Care Medicine in 1988; both at the University of Illinois. He received an MS in Organic Chemistry from the University of Chicago in 1978 and a BS in Chemistry from Yale College in 1977. We believe that Dr. Bloom's experience serving as a director of the Corporation since 2007, and his intelligence and educational background, qualifies him to serve as a director of the Company.

 Sharial Howard, age 43, has been a member of our board of directors since August 2024. Ms. Howard is a Senior Real Estate Professional with @properties Christie's International Real Estate in the Chicago/Chicagoland area where she practices residential and commercial real estate. She has a 15-year real estate law background composed of 5 years in residential real estate law and 10 years in commercial real estate law. She holds the Accredited Buyer Representative Designation and is a Certified Pricing Strategy Advisor and Certified Real Estate Negotiation Expert. She is a member of the Chicago Association of REALTORS, Illinois REALTORS and the National Association of REALTORS and has been featured in CS Magazine, Crain's Chicago Business Magazine, Chicago Real Producers Magazine and N'Digo Magazine for her contributions in the real estate industry. Ms. Howard is a proud graduate of the University of Illinois at Urbana-Champaign. We believe that Ms. Howard's intelligence and educational background qualifies her to serve as a director of the Company.

 James S. Jacobs, M.D., age 71, has been a member of our board of directors since July 2007. Prior to his retirement in 2024, he was a Physician in the Department of Radiation Oncology, at St. Joseph Hospital in Denver, Colorado. He was previously the Resident Physician in Radiation Oncology at Rush Medical Center in Chicago, Illinois. Dr. Jacobs did a residency in Radiation Oncology at Rush Medical Center in Chicago, Illinois and an internal medicine internship and residency at the University of Colorado Medical Center in Denver, Colorado. Dr. Jacobs received a BA in Neuroscience from Amherst College in Amherst, Massachusetts in 1976. We believe that Dr. Jacobs' experience serving as a director of the Company since 2007, and his intelligence and educational background, qualifies him to serve as a director of the Company.

 William C. "Jake" Jacobs, CPA, age 36, is President, Chief Financial Officer and Treasurer of the Company, and has been a member of our board of directors since December 2024. Effective as of February 27, 2019, the Board appointed Mr. Jacobs, the son of our Company's Chief Executive Officer Gerard M. Jacobs, to serve as the President, Chief Financial Officer and Treasurer of the Company. Prior to becoming President, Chief Financial Officer and Treasurer of the Company, Mr. Jacobs served as an independent contractor for the Company for the past several years. Previously, Mr. Jacobs worked in the Assurance Division of Ernst & Young (doing business as EY), auditing both publicly traded and privately held companies. Mr. Jacobs graduated from the University of Southern California, with a double major in Accounting and Business Administration with a concentration in Finance. In both 2024 and 2015, Mr. Jacobs won the Gold Medal at the United States of America Snowboard and Freeski Association (USASA) National Championships in the Boardercross Snowboard Men's event, in the Master (30-39) and Senior (23-29) divisions, respectively. We believe that Mr. Jacobs' experience serving as an officer of the Company since 2019, and his intelligence and educational background, qualifies him to serve as a director of the Company.

 Richard E. Morrissy, age 70, has been a member of our board of directors since July 2007. From August 2016 through September 2023, Mr. Morrissy worked at the UIC Department of Medicine's Section of Infectious Disease in a research clinic called Project WISH as Clinical Coordinator in Regulatory Affairs. Previously, Mr. Morrissy was the Senior Research Specialist at the Department of Surgery – CS within the UIC College of Medicine. Mr. Morrissy was a project coordinator for the School of Pharmacy. His duties included serving as project coordinator on four clinical trial research projects funded by the National Institutes of Health's National Cancer Institute. The School of Pharmacy projects have involved multiple research projects utilizing Lycopene in restoring DNA damage in men's prostates. The project at UIC's internationally acclaimed Occupational Therapy School involved the setup and running of focus groups with impaired individuals to create a movement and activity computer survey for the World Health Organization. During his tenure, Mr. Morrissy managed clinical research trials including the submission of institutional review board documents and grant proposals, recruitment of subjects and data management and storage. He also designed and led focus groups, designed and critiqued research surveys, and edited manuscripts and scientific journals. Mr. Morrissy received a B.A. in History from Western Illinois University in 1976. We believe that Mr. Morrissy's experience serving as a director of the Company since 2007, and his intelligence and educational background, qualifies him to serve as a director of the Company.

 Kevin J. Rocio, age 61, has been a member of our board of directors since February 2020. Mr. Rocio is a seasoned award-winning real estate professional, including commercial, residential, finance and development. Mr. Rocio is a graduate of Elmhurst College and an immediate past board member of the Albany Park Community Center. In 2014, Mr. Rocio was accepted into the CCIM (Certified Commercial Investment Member) Institute, a recognized group of experts in the commercial and investment real estate industry. Most recent accolades received by Mr. Rocio include: the Chicago Defenders "Men of Excellence Award", the Chicago Association of REALTORS Commercial Award, and the National Association of Realtors "National Commercial Award." We believe that Mr. Rocio's experience as a business owner qualifies him to serve as a director of the Company.

 There are no agreements or understandings for our officers or directors to resign at the request of another person, and neither our officers nor directors are acting on behalf of nor will any of them act at the direction of any other person. Directors are elected until their successors are duly elected and qualified.

 Family Relationships

 Gerard M. Jacobs is the Company's Chairman and CEO, and the father of the Company's Director, President, CFO and Treasurer William C. "Jake" Jacobs.

 Director James S. Jacobs and Gerard M. Jacobs are brothers.

 Nicholas S. Warrender is the Company's Vice Chairman of the Board and Chief Operating Officer, CEO of Lifted, and the son of Laurie Warrender. Laurie Warrender is an employee of Lifted.

 Former Director Robert T. Warrender II, who passed away in December 2024, was the father of Nicholas S. Warrender, Vice Chairman of the Board and Chief Operating Officer, and the CEO of Lifted. Robert T. Warrender II was also an employee of Lifted.

 Robert T. Warrender III is Nicholas S. Warrender's brother, and former Director Mr. Robert T. Warrender II's son. From January 9, 2023 until July 1, 2023, Robert T. Warrender III worked for Lifted as an employee in sales; previously, Mr. Warrender operated as an independent contractor of Lifted.

 There are no other family relationships among any of our officers or directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or have been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in Item 13, "Certain Relationships and Related Transactions, and Director Independence," none of our directors or executive officers have been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 Board Composition and Committees

 Our board of directors is currently composed of nine members: Gerard M. Jacobs (Chairman), Nicholas S. Warrender (Vice Chairman), Vincent J. Mesolella (Lead Outside Director), Joshua A. Bloom, Sharial Howard, James S. Jacobs, William C. Jacobs, Richard E. Morrissy and Kevin J. Rocio. Our board of directors has determined that Joshua A. Bloom, Sharial Howard, Richard E. Morrissy, Vincent J. Mesolella and Kevin J. Rocio are independent directors at this time because they do not currently own a significant percentage our shares, are not currently employed by the Company, have not been actively involved in the management of the Company and do not fall into any of the enumerated categories of people who cannot be considered independent directors.

 Audit Committee and Audit Committee Financial Expert

 We have an audit committee consisting of Joshua A. Bloom, Sharial Howard, Vincent J. Mesolella, Richard E. Morrissy and Kevin J. Rocio as members. We have not adopted an Audit Committee charter. Vincent J. Mesolella serves as our audit committee chairman and financial expert. Our audit committee performs the following functions including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. Our Board of Directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that each of its members has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee member should have for a business such as the Company.

 Board Meetings

 Due to the current size and scope of our operations and size and geographic diversity of our Board of Directors, much of the Board's decision making is made through telephone calls and intermittent informal meetings; when formalization is necessary, the Board conducts formal meetings or acts by written consent. During the year ended December 31, 2024, we held only telephonic Board Meetings and there were no in-person Board Meetings attended by all directors.

 Nominating Committee

 We have a nominating committee consisting of the following members: Joshua A. Bloom, Sharial Howard, Vincent J. Mesolella, Richard E. Morrissy and Kevin J. Rocio. The Company has not adopted a Nominating Committee charter. During the year ended December 31, 2024, Richard E. Morrissy was the nominating committee Chairman. As described in NOTE 14 – SUBSEQUENT EVENTS, on February 18, 2025, director Kevin J. Rocio was appointed as the new Chair of the Nominating Committee of the Board of Directors, replacing Richard E. Morrissy.

 Investment Committee

 Our board of directors has appointed an Investment Committee currently consisting of our Chief Executive Officer Gerard M. Jacobs, our President and Chief Financial Officer William C. Jacobs, and our Chief Operating Officer Nicholas S. Warrender.

 Compensation Committee

 We have a compensation committee consisting of Joshua A. Bloom, Sharial Howard, Vincent J. Mesolella, Richard E. Morrissy, and Kevin J. Rocio as members. The Company has not adopted a Compensation Committee charter. Joshua A. Bloom serves as the committee's chairman.

 Code of Ethics

 We currently have not adopted a code of ethics due to our limited size and operations. We have considered adopting a Code of Business Conduct and Ethics ("Code") in the past. We expect to adopt a Code or something similar in the future. The purpose of a Code is to assist the Company and its employees, officers and directors with the Company's goals of conducting its business and affairs in accordance with applicable laws, rules and regulations and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. The Company expects that any consultants or other service providers it retains will adhere to a Code.

 Section 16(a) Beneficial Ownership Compliance

 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Such persons are further required by SEC regulation to furnish us with copies of all Section 16(a) forms (including Forms 3, 4 and 5) that they file.

 ITEM 11. EXECUTIVE COMPENSATION

 Compensation of Executives

 Historically, the Company's CEO GJacobs ran the Company's operations on a part-time basis, did not receive cash compensation, and was compensated with equity. WJacobs was an independent contractor of the Company from May 2014 until February 4, 2019, when he was promoted to President, CFO and Treasurer of the Company.

 Effective as of June 19, 2019 through the closing of the Company's acquisition of Lifted on February 24, 2020, the Company paid GJacobs and WJacobs consulting fees of $7,500 and $5,000 per month, respectively, in addition to reimbursing GJacobs and WJacobs for business-related expenses.

 Effective February 24, 2020, GJacobs runs the Company's operations on a full time basis as the Company's Chief Executive Officer pursuant to his multi-year Executive Employment Agreement which pays him an annual base salary of $100,000, and entitles him to participate in a Company-wide management bonus pool.

 Effective February 24, 2020, WJacobs serves as the Company's President and CFO on a full time basis pursuant to his multi-year Executive Employment Agreement which pays him an annual base salary of $100,000, and entitles him to participate in a Company-wide management bonus pool. See " Impact of the Merger on GJacobs' and WJacobs' Compensation Agreement" above.

 GJacobs and WJacobs are also entitled to certain warrants and bonuses pursuant to their compensation agreement with the Company. See " Impact of the Merger on GJacobs' and WJacobs' Compensation Agreement" above.

 Effective February 24, 2020, NWarrender serves as the Company's COO on a full time basis pursuant to his multi-year Executive Employment Agreement which pays him an annual base salary of $100,000, and entitles him to participate in a Company-wide management bonus pool.

 Beginning February 24, 2020, upon the closing of the acquisition of Lifted, GJacobs, WJacobs and NWarrender have been compensated pursuant to the terms of their Executive Employment Agreements with the Company.

 The Company provides to each executive an employee benefits package including fully paid Blue Cross/Blue Shield or equivalent family health, vision and dental insurance, without deductibles. The Company also provides to each executive prompt reimbursement for all documented business-related expenses paid or incurred by such executive in connection with the Company, including but not limited to airfare, rail, taxi, rental cars, parking, tolls, gasoline for business trips, meals, entertainment, hotel, office supplies, mobile phone, internet, hotspot, and postage expenses.

 To date, we have not provided retirement benefits or severance or change of control benefits to GJacobs, WJacobs, or NWarrender.

 Omnibus Agreement and Amended Omnibus Agreement

 On December 30, 2021, the Company, NWarrender, 95th Holdings, LLC, an affiliate of NWarrender ("Holdings"), GJacobs and WJacobs, entered into an agreement effective as of December 30, 2021 ("Omnibus Agreement") that, as further described in the sections below, (1) amends certain parts of the Agreement and Plan of Merger by and among the Company, Lifted, GJacobs, WJacobs, Warrender Enterprise Inc. and NWarrender dated February 24, 2020 (the "Merger Agreement"); (2) amends that certain Compensation Agreement between the Company, GJacobs and WJacobs dated as of June 19, 2019 (the "Compensation Agreement"), and that certain Amendment No. 1 to Compensation Agreement between the Company, GJacobs and WJacobs dated as of December 1, 2020 (the "Amendment No. 1") (together the "Amended Compensation Agreement"); (3) amends those certain Executive Employment Agreements dated February 24, 2020 between the Company and GJacobs, WJacobs and NWarrender, respectively (collectively the "Executive Employment Agreements"); (4) creates quarterly board compensation; and, (5) requires Lifted to purchase a building leased by Lifted from Holdings on or before December 31, 2022, for a fixed purchase price equal to $1,375,000. On February 14, 2022, the Company, NWarrender, GJacobs and WJacobs entered into an agreement effective as of February 14, 2022 ("Amended Omnibus Agreement") that, as further described in the sections below, amended certain provisions of the Omnibus Agreement.

 Status of Agreements

 Excepting only as expressly modified or amended pursuant to the Omnibus Agreement, all other terms and conditions of the Merger Agreement, the Amended Compensation Agreement, the Executive Employment Agreements, the Lease, and all other agreements among any of the Parties remained in full force and effect following the execution and delivery of the Omnibus Agreement.

 Negotiations of Agreements

 In the negotiation and execution of the Omnibus Agreement, LIFD was represented by the Compensation Committee of the board of directors of LIFD, which consists of LIFD's four independent board members (the "Compensation Committee"). The Compensation Committee has indicated to management that it believes that the terms and conditions of the Omnibus Agreement are in the best interests of LIFD.

 Payment of Deferred Compensation pursuant to the Amended Compensation Agreement

 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 shall be paid by the Company to GJacobs and WJacobs on or before January 6, 2022.

 Payment of $300,000 Bonus to WJacobs

 Pursuant to the Omnibus Agreement and simultaneously with such payment of the Deferred Compensation as set out above, the Company shall pay WJacobs a bonus of $300,000.

 Payment of an Aggregate of $500,000 in Bonuses to GJacobs, WJacobs and NWarrender

 The Amended Compensation Agreement provides that an aggregate of $350,000 shall be paid by the Company to GJacobs and WJacobs on December 1, 2021, but has not yet been paid (the "December 1, 2021 Compensation"). Pursuant to the Omnibus Agreement, the December 1, 2021 Compensation was terminated, but provided that GJacobs and WJacobs have not resigned as officers of the Company on or before December 31, 2022, an aggregate of $500,000 in bonuses shall be paid by the Company to GJacobs and WJacobs. This aggregate of $500,000 in bonuses to GJacobs and WJacobs is in addition to the $300,000 bonus payable to WJacobs described in the preceding section. On February 14, 2022, pursuant to the Amended Omnibus Agreement, this $500,000 was recharacterized as a retention bonus and allocated among NWarrender, GJacobs and WJacobs wherein each received $166,666, respectively, on December 30, 2022.

 Increase of Base Salaries of Executives GJacobs, WJacobs and NWarrender on January 1, 2022

 Pursuant to the Omnibus Agreement, commencing January 1, 2022, the Base Salary under each of the Executive Employment Agreements to be paid to GJacobs, WJacobs and NWarrender shall be increased from $100,000 to $250,000 per year.

 Increase of Base Salary of Executive NWarrender on January 1, 2023

 On January 10, 2023, the Compensation Committee of the Board of Directors of the Company voted to increase the base salary of NWarrender to $500,000 per year from $250,000. NWarrender's new salary commenced retroactively as of January 1, 2023. The reason for the salary increase is due to NWarrender's increased responsibility and performance.

 Allocation and Payment of Bonus Pool

 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 the Company's financial statements covering the period from January 1, 2021 through September 30, 2021, and such Modified 2021 Bonus Pool Amount was paid by the Company, and allocated and distributed in accordance with unanimous written instructions from GJacobs, WJacobs and NWarrender, on or before March 15, 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.

 Supplemental Retention Bonus

 Pursuant to the Amended Omnibus Agreement, the Chairman of the Compensation Committee of the Board of Directors was authorized to negotiate and agree on behalf of the Company in regard to a 2023 supplemental retention bonus for NWarrender, GJacobs and WJacobs (in addition to the company-wide Bonus Pool), and if and only if the amount of such 2023 supplemental retention bonus is mutually agreed upon in writing among the Chairman of the Compensation Committee, NWarrender, GJacobs and WJacobs, then one-third of such 2023 supplemental retention bonus was to be paid by the Company 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 the Company (the "Supplemental Retention Bonus"). No Supplemental Retention Bonus was paid during the year ended December 31, 2024.

 Compensation of Executives

 Name

 Year

 Salary ($)

 Bonus ($)

 Stock awards ($)

 Option/Warrant Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Non-Qualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total ($)

 Gerard M. Jacobs,

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Chairman and CEO

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 William C. "Jake" Jacobs,

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Director, President and CFO

 2023

 $

 $
 -

 $
 586,500
 (A)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 836,500

 Nicholas S. Warrender,

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Vice Chairman and COO

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Notes

 (A)

 Pursuant to the terms of the Lifted Merger, a total of 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the "Deferred Contingent Stock") payable after the third anniversary of the Lifted Merger to certain employees of Lifted and the Company who have been specified by NWarrender in his discretion (the "Deferred Contingent Stock Recipients"), subject to certain conditions and requirements. In 2023, WJacobs was a Deferred Contingent Stock Recipient, and his Deferred Contingent Stock had a taxable value of $586,500.

 Compensation of Directors

 Name

 Year

 Director Fees ($)

 Salary ($)

 Bonus ($)

 Stock awards ($)

 Option/Warrant Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Non-Qualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total ($)

 Gerard M. Jacobs, Chairman and CEO

 2024

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 (A)

 2023

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 (A)

 Nicholas S. Warrender, Vice Chairman and COO

 2024

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 (A)

 2023

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 (A)

 Vincent J. Mesolella, Lead Outside Director

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Joshua A. Bloom, MD, Director

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Sharial Howard, Director

 2024

 $
 8,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 8,000
 (B)

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 James S. Jacobs, MD, Director

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 William C. "Jake" Jacobs, Director, President and CFO

 2024

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 (A)

 2023

 $
 -

 $

 $
 -

 $
 586,500

 $
 -

 $
 -

 $
 -

 $
 -

 $
 836,500
 (A)

 Richard E. Morrissy, Director

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Kevin J. Rocio, Director

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Robert T. Warrender II, Director

 2024

 $
 -

 $
 60,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 60,000
 (C)

 2023

 $
 -

 $
 60,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 60,000
 (C)

 Notes

 (A)

 Please refer to the section above "Compensation of Executives" for information about GJacobs', NWarrender's, and WJacobs' compensation during the presented years. Note: none of GJacobs', NWarrender's, and WJacobs' compensation is considered compensation for serving as a member of the board of directors of the Company. GJacobs, NWarrender and WJacobs have entered into employment agreements with the Company.

 (B)

 Ms. Sharial Howard was appointed to the Board of Directors on August 20, 2024, and during each of the third and fourth quarters of 2024, Ms. Howard was paid a $4,000 director fee.

 (C)

 During the years ended December 31, 2024 and 2023, Mr. Warrender was paid a gross salary of $60,000. Note: this compensation is not considered compensation for serving as a member of the board of directors of the Company.

 Pursuant to the Omnibus Agreement, commencing on March 31, 2022, each of the non-officer members of the board of directors of the Company began receiving a quarterly fee of $4,000 from the Company.

 In the future, it is possible that other directors may serve us in another capacity and may receive compensation from us in connection with that service.

 Aggregate Option Exercise of Last Fiscal year and Fiscal Year-End Option Values

 The table below sets forth unexercised options, warrants, stock that has not yet vested and equity incentive plan awards for GJacobs, WJacobs, and NWarrender outstanding as of December 31, 2024.

 Outstanding Equity Awards At Fiscal Year End December 31, 2024

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Gerard M. Jacobs, Chairman and CEO

 6/19/2019 Compensation Agreement

 $
 5.00

 Warrants Issued in Connection with Acquisition of Lifted

 $
 5.00

 William C. Jacobs, Director, President and CFO

 6/19/2019 Compensation Agreement

 225,000

 $
 5.00

 Warrants Issued in Connection with Acquisition of Lifted

 225,000

 $
 5.00

 Nicholas S. Warrender, Vice Chairman and COO

 Warrants Issued in Connection with Acquisition of Lifted

 $
 5.00

 Description of Columns (a) Through (j):

 (a)

 The name of the executive officer;

 (b)

 On an award-by-award basis, the number of securities underlying unexercised options and warrants, including awards that have been transferred other than for value, that are exercisable and that are not reported in column (d);

 (c)

 On an award-by-award basis, the number of securities underlying unexercised options and warrants, including awards that have been transferred other than for value, that are unexercisable and that are not reported in column (d);

 (d)

 On an award-by-award basis, the total number of shares underlying unexercised options and warrants awarded under any equity incentive plan that have not been earned;

 (e)

 For each instrument reported in columns (b), (c) and (d), as applicable, the exercise or base price;

 (f)

 For each instrument reported in columns (b), (c) and (d), as applicable, the expiration date;

 (g)

 The total number of shares of stock that have not vested and that are not reported in column (i);

 (h)

 The aggregate market value of shares of stock that have not vested and that are not reported in column (j);

 (i)

 The total number of shares of stock, units or other rights awarded under any equity incentive plan that have not vested and that have not been earned, and, if applicable the number of shares underlying any such unit or right; and

 (j)

 The aggregate market or payout value of shares of stock, units or other rights awarded under any equity incentive plan that have not vested and that have not been earned.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information regarding the beneficial ownership of common stock of the Company by (i) each person who, to the Company's knowledge, owns more than 5% of its common stock, (ii) each of the Company's named executive officers and directors, and (iii) all of the Company's named executive officers and directors as a group. Shares of the Company's Common Stock subject to options, warrants, or other rights currently exercisable, or exercisable within 60 days of the date hereof, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person.

 Common shares of stock outstanding as of December 31, 2024

 Fully diluted shares outstanding as of December 31, 2024

 17,534,678

 Name

 Number of Series A Preferred Stock Shares Owned

 Beneficial Ownership Percentage

 Number of Series B Preferred Stock Shares Owned

 Beneficial Ownership Percentage

 Number of Common Stock Shares Owned or Controlled

 Beneficial Ownership Percentage out of the Common Shares of Stock Outstanding as of December 31, 2024

 Options/ Warrants Owned

 Overall Voting Power

 Overall Voting Power (%) out of Fully Diluted Shares as of December 31, 2024

 (1) Nicholas S. Warrender

 -

 -

 -

 -

 3,900,455

 26.31
 %

 4,100,455

 23.38
 %

 (2) ZIE Partners LLC

 -

 -

 -

 -

 2,500,000

 16.87
 %

 -

 2,500,000

 14.26
 %

 (3) Gerard M. Jacobs

 -

 -

 -

 -

 1,063,448

 7.17
 %

 450,000

 1,513,448

 8.63
 %

 (4) William C. "Jake" Jacobs, CPA

 -

 -

 -

 -

 400,000

 2.70
 %

 450,000

 850,000

 4.85
 %

 (5) Vincent J. Mesolella

 -

 -

 -

 -

 537,862

 3.63
 %

 100,000

 637,862

 3.64
 %

 (6) Roberti Jacobs Family Trust

 -

 -

 -

 -

 181,623

 1.23
 %

 -

 181,623

 1.04
 %

 (7) James S. Jacobs, M.D.

 -

 -

 -

 -

 79,500

 0.54
 %

 129,500

 0.74
 %

 (8) Joshua A. Bloom, M.D.

 -

 -

 -

 -

 55,000

 0.37
 %

 105,000

 0.60
 %

 (9) Richard E. Morrissy

 -

 -

 -

 -

 30,000

 0.20
 %

 80,000

 0.46
 %

 (10) Miss Mimi Corporation

 -

 -

 -

 -

 100,000

 0.67
 %

 -

 100,000

 0.57
 %

 (11) Kevin J. Rocio

 -

 -

 -

 -

 -

 0.00
 %

 0.29
 %

 (12) Sharial Howard

 -

 -

 -

 -

 -

 0.00
 %

 -

 -

 0.00
 %

 Total of All Officers, Directors, and Affiliates as a group

 -

 -

 -

 -

 8,847,888

 59.69
 %

 1,400,000

 10,247,888

 58.44
 %

 Total of All Officers and Directors as a group

 -

 -

 -

 -

 6,066,265

 40.93
 %

 1,400,000

 7,466,265

 42.58
 %

 (1)

 The address for Mr. Nicholas S. Warrender is 5511 95th Avenue, Kenosha, WI 53144. Mr. Warrender owns 3,900,455 shares of LFTD Partners' common stock. Mr. Warrender also owns a five year warrant to purchase 200,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (2)

 The address for ZIE Partners LLC is 14155 Pine Island Drive, Jacksonville, FL 32224. ZIE Partners LLC owns 2,500,000 shares of LFTD Partners' common stock.

 (3)

 The address for Mr. Gerard M. Jacobs is 14155 Pine Island Drive, Jacksonville, FL 32224. Mr. Jacobs has voting control over the following: (a) 781,625 shares of unregistered common stock; (b) 181,623 Company shares owned by the Roberti Jacobs Family Trust, over which Mr. Jacobs has voting control via a shareholders agreement; (c) 100,000 shares of common stock owned by his affiliate Miss Mimi Corporation; and (d) 200 shares of common stock owned by his wife. Also, simultaneously with the execution of an employment agreement, LFTD Partners issued to Mr. Jacobs or his designee(s) five-year warrants giving Mr. Jacobs or his designee(s) the right to purchase 250,000 shares of common stock of LFTD Partners exercisable at $5.00 per share, vesting upon the closing of LFTD Partners' acquisition of Warrender Enterprise Inc. d/b/a Lifted Liquids. Mr. Jacobs was also one of the specified Warrant Recipients, and received a five year warrant to purchase 200,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (4)

 The address of Mr. William C. "Jake" Jacobs is 14155 Pine Island Drive, Jacksonville, FL 32224. Mr. Jacobs owns 400,000 shares of common stock of the Company. Simultaneously with the execution of an employment agreement, LFTD Partners issued to Mr. Jacobs or his designee(s) five-year warrants giving William C. Jacobs or his designee(s) the right to purchase 225,000 shares of common stock of LFTD Partners exercisable at $5.00 per share, vesting upon the closing of LFTD Partners' acquisition of Warrender Enterprise Inc. d/b/a Lifted Liquids. Mr. Jacobs was also one of the specified Warrant Recipients, and received a five year warrant to purchase 225,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (5)

 The address for Mr. Vincent J. Mesolella is 14155 Pine Island Drive, Jacksonville, FL 32224. Mr. Mesolella has voting control over 537,862 shares of the Company's common stock. Mr. Mesolella was one of the specified Warrant Recipients, and received a five year warrant to purchase 100,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (6)

 The address for the Roberti Jacobs Family Trust is 14155 Pine Island Drive, Jacksonville, FL 32224. The Roberti Jacobs Family Trust irrevocably conveyed all of its voting power to Mr. Gerard M. Jacobs pursuant to the 2007 shareholder agreement described above. Mr. Gerard M. Jacobs is one of the grantors of the trust corpus, Mr. William C. "Jake" Jacobs currently is the trustee, and Mr. Gerard M. Jacobs' children are the beneficiaries. The trust is irrevocable. The Trust owns 181,623 shares of the Company's common stock.

 (7)

 The address for Dr. James S. Jacobs is 14155 Pine Island Drive, Jacksonville, FL 32224. Dr. Jacobs owns 79,500 shares of LFTD Partners' common stock. Dr. Jacobs was one of the specified Warrant Recipients, and received a five year warrant to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (8)

 The address for Dr. Joshua A. Bloom is 14155 Pine Island Drive, Jacksonville, FL 32224. Dr. Bloom owns 55,000 shares of the Company's common stock. Dr. Bloom was one of the specified Warrant Recipients, and received a five year warrant to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (9)

 The address for Mr. Richard E. Morrissy is 14155 Pine Island Drive, Jacksonville, FL 32224. Mr. Morrissy owns 30,000 shares of common stock. Mr. Morrissy was one of the specified Warrant Recipients, and received a five year warrant to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (10)

 Miss Mimi Corporation is an affiliate entity controlled by Mr. Gerard M. Jacobs. The address for Miss Mimi Corporation is 14155 Pine Island Drive, Jacksonville, FL 32224. Miss Mimi Corporation owns 100,000 shares of common stock.

 (11)

 The address for Mr. Kevin J. Rocio is 14155 Pine Island Drive, Jacksonville, FL 32224. Mr. Rocio was also one of the specified Warrant Recipients, and received a five year warrant to purchase 50,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share.

 (12)

 The address for Ms. Sharial Howard is 14155 Pine Island Drive, Jacksonville, FL 32224. Ms. Howard does not have any ownership of LFTD Partners.

 COMPENSATION PLANS

 Equity Compensation Plans

 None.

 Option Plans

 None.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The following describes transactions since January 1, 2021 to which we have been a party and, in which:

 the amounts involved exceeded or will exceed $120,000; and

 any of our directors, executive officer, or beneficial holders of more than 5% of our voting securities, or their affiliates or immediate family members, had or will have a direct or indirect material interest.

 We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unrelated third parties. Compensation arrangements for our directors and named executive officers are described in "Compensation of Executives" and "Compensation of Directors" under Item 11. Executive Compensation.

 Purchase of the Building Located at 5511 95 th Avenue, Kenosha, Wisconsin 53144

 On December 14, 2023, LIFD and Lifted jointly borrowed a total of $3,910,000 from Surety Bank, DeLand, Florida, and Lifted Made closed on the purchase of its main operations building, located at 5511 95th Avenue, Kenosha, Wisconsin 53144 (the "5511 Building"), for $1,375,000 (the "5511 Purchase Price"). The 5511 Building is comprised of office, laboratory and warehouse space.

 Prior to LIFD and Lifted's purchase of the 5511 Building, on December 18, 2020, Lifted as tenant had entered into a Lease Agreement (the "Lease) with 95 th Holdings, LLC ("Holdings" or "Landlord") for the 5511 Building. The lease commencement date was January 1, 2021, and lease termination date is January 1, 2026.

 The Landlord was an entity directly or indirectly owned by NWarrender, the Company's COO and 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 was able to benefit through his entity, Holdings, by receiving rent and by eventually selling the 5511 Building to Lifted.

 The purpose of the Lease was to replace Lifted's current 3,300 square foot leased manufacturing facility and warehouse located in Zion, Illinois, as well as the space that Lifted has been temporarily using located adjacent to that rented space. Lifted built out the newly-leased space in Kenosha, including a clean room, and moved into that space during the first quarter of 2021. Lifted also expanded the parking lot of the 5511 Building because there was not enough parking space. Neither of these building improvements had an impact on the 5511 Purchase Price that Lifted had committed to pay for, and did pay for, the 5511 Building on December 14, 2023.

 Under the terms of the "triple-net" Lease, starting on January 1, 2021, Lifted had 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 was subject to a 2% increase in base rent each year, plus certain operating expenses and taxes.

 Date

 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

 On December 30, 2021, LIFD, NWarrender, Holdings, GJacobs, and WJacobs entered into an agreement effective as of December 30, 2021 ("Omnibus Agreement") that, among other things described in the section "Omnibus Agreement and Amended Omnibus Agreement" in ITEM 11. EXECUTIVE COMPENSATION, required Lifted to purchase the 5511 Building from Holdings on or before December 31, 2022, for a fixed purchase price equal to $1,375,000. Pursuant to the terms of the Acceleration Agreement, the purchase date of the Premises was delayed until on or before December 31, 2023. Lifted purchased the 5511 Building from Holdings on December 14, 2023.

 Repayment of Lifted Merger Related Promissory Note

 Reference is hereby made to the disclosures above in the following section, which are hereby incorporated by reference thereto:

 ITEM 1. BUSINESS
 Description of Certain Key Provisions of the Transaction Documents Relating to the Lifted
 Merger Agreement
 Repayment of Lifted Merger Related Promissory Note

 Indemnification of Officers and Directors

 Our bylaws specifically limit the liability of our officers and directors to the fullest extent permitted by law. As a result, aggrieved parties may have a more limited right to action than they would have had if such provisions were not present. The bylaws also provide for indemnification of our officers and directors for any losses or liabilities they may incur as a result of the manner in which they operated our business or conducted internal affairs, provided that in connection with these activities they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, our best interest. In the ordinary course of business, we also may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, independent contractors and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. We may also agree to indemnify former officers, directors, employees and independent contractors of acquired companies in connection with the acquisition of such companies.

 Director Independence

 We are not listed on a national exchange, such as NASDAQ, at this time. As such, we are not required to have independent directors. Our management believes that, consistent with Rule 5605(a)(2) of the NASDAQ Listing Rules that a director will only qualify as an "independent director" if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Our management has reviewed the composition of our Board of Directors and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors, with the exceptions of Gerard M. Jacobs, Dr. James S. Jacobs, William C. "Jake" Jacobs and Nicholas S. Warrender, is an "independent director".

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 On July 16, 2018, the Company engaged Fruci & Associates II, PLLC ("Fruci") as the Company's independent registered public accounting firm.

 Mr. Vincent J. Mesolella, the Company's Audit Committee Chairman, and GJacobs sign an engagement letter with Fruci before Fruci performs any audit or review services for the Company. Fruci was approved to provide audit and review services for the Company for the years ended December 31, 2024 and 2023.

 The following describes the audit fees, audit-related fees, tax fees, and all other fees for professional services provided by Fruci:

 For the year ended December 31, 2024:

 For the year ended December 31, 2023:

 Audit Fees: $210,029

 Audit Fees: $185,922

 Audit-Related Fees: $0

 Audit-Related Fees: $0

 Tax Fees: $8,000

 Tax Fees: $0

 All Other Fees: $0

 All Other Fees: $0

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Financial Statements and Schedules

 The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

 Exhibit List

 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

 10.78

 Manufacturing, Sales and Marketing Agreement – DreamFields Brands Inc. d/b/a Jeeter

 10.79

 Finders Agreement – Florence Mirsky

 10.80

 Credit Agreement

 10.81

 Promissory Note ($3,000,000 Loan)

 10.82

 Security Agreement

 10.83

 Collateral Assignment Agreement

 10.84

 Pledge Agreement

 10.85

 Business Loan Agreement

 10.86

 Promissory Note ($910,000 Loan)

 10.87

 Mortgage

 10.88

 Assignment of Rents, Leases, and Security Deposits

 10.89

 Lease of 789 Tech Center Drive, Unit C, Durango, Colorado 81301

 10.90

 Second Amendment to Lease of 8910 58th Place, Suites 600 and 700, Kenosha, Wisconsin 53144

 10.91

 Jeeter Termination Agreement

 10.65

 Letter of Intent – TMD Ventures, LLC

 10.66

 Letter of Intent – Sustainable Growers, LLC, Buckbee Seed Co

 10.67

 Letter of Intent – Sustainable Properties, LLC – Real Property Purchase

 10.68

 Letter of Intent – Sustainable Innovations Inc. (SI) and certain subsidiaries

 10.69

 Letter of Intent – Boards of Directors and Executives

 This
 Form 10-K

 March 31, 2025

 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 executed by Gerard M. Jacobs

 31.2

 Certification of principal financial 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 executed by William C. Jacobs

 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 executed by Gerard M. Jacobs

 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 executed by William C. Jacobs

 101.PRE

 101.LAB

 101.DEF

 101.CAL

 101.SCH

 *Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

 ITEM 16. FORM 10–K SUMMARY

 This Item is optional. We may provide summaries in future Form 10-K filings.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 LFTD Partners Inc.

 By:

 /s/ Gerard M. Jacobs

 Gerard M. Jacobs, Chief Executive Officer and Director

 (Chief Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 By:

 /s/ Gerard M. Jacobs

 Gerard M. Jacobs, Chief Executive Officer and Director

 Principal Executive Officer

 By:

 /s/ William C. "Jake" Jacobs, CPA

 William C. "Jake" Jacobs, CPA, Director, President, Chief Financial Officer and Treasurer

 Principal Financial Officer

 /s/ Nicholas S. Warrender

 Nicholas S. Warrender

 Chief Operating Officer and Director

 /s/ Vincent J. Mesolella

 Vincent J. Mesolella

 /s/ Joshua A. Bloom, M.D.

 Joshua A. Bloom, M.D.

 /s/ Sharial Howard

 Sharial Howard

 /s/ James S. Jacobs, M.D.

 James S. Jacobs, M.D.

 /s/ Richard E. Morrissy

 Richard E. Morrissy

 /s/ Kevin J. Rocio

 Kevin J. Rocio

 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Notes to the Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Shareholders of LFTD Partners Inc. and Subsidiary

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of LFTD Partners Inc. ("the Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, net losses, and is subject to unique regulatory risks and uncertainties. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Goodwill – Refer to Note 2 to the financial statements.

 Description of the Critical Audit Matter

 The Company has goodwill resulting from the acquisition of Lifted Made which requires the Company to periodically evaluate for potential impairment by assessing whether the carrying value of the goodwill exceeds the fair value. Auditing management's analysis includes tests that are complex and highly judgmental due to the estimation required to determine the fair value of the reporting unit. In particular, fair value estimates are sensitive to significant assumptions and factors such as expectations about future market and economic conditions, revenue growth rates, strategic plans, and historical operating results, among others.

 How the Critical Account Matter Was Addressed in the Audit

 Our principal audit procedures to evaluate management's valuation of goodwill consistent of the following, among others:

 1.

 Obtain management's quantitative analysis and assess the key indicators and analysis regarding discounted cash flows.

 2.

 Assessed the reasonableness of the significant inputs, estimates, and assumptions utilized by management in its quantitative analysis.

 Fruci & Associates II, PLLC – PCAOB ID #05525
 We have served as the Company's auditor since 2018.

 Spokane, Washington

 March 31, 2025

 CONSOLIDATED BALANCE SHEETS

 (AUDITED)

 December 31, 2024

 December 31, 2023

 ASSETS

 Current Assets

 Cash and Cash Equivalents

 $
 2,146,947

 $
 4,357,539

 Prepaid Expenses

 1,598,654

 2,509,961

 Accounts Receivable, net of allowance of $ 853,329 in 2024 and $ 375,417 in 2023

 2,358,823

 3,586,176

 Inventory

 9,316,291

 10,174,667

 Income Tax Receivable

 682,347

 659,376

 Current Portion of Settlement Asset and Receivables

 460,500

 378,597

 Other Current Assets

 364,443

 2,664

 Total Current Assets

 16,928,005

 21,668,980

 Restricted Cash

 Goodwill

 23,092,794

 23,092,794

 Investment in Ablis

 399,200

 399,200

 Investment in Bendistillery and Bend Spirits

 1,497,000

 1,497,000

 Net Deferred Tax Asset

 515,134

 -

 Fixed Assets, less accumulated depreciation of $ 1,055,666 in 2024 and $ 593,531 in 2023

 2,704,615

 2,996,387

 Security and State Licensing Deposits and Bonds

 59,630

 43,421

 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $ 226,646 in 2024 and $ 266,837 in 2023

 1,119,434

 626,869

 Non-Current Portion of Settlement Asset and Receivables

 -

 22,000

 Total Assets

 $
 47,315,812

 $
 51,346,651

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities

 Operating Lease Liability

 $
 224,460

 $
 169,437

 Deferred Revenue

 674,676

 235,891

 Minimum Earnout Consideration pursuant to the Oculus Merger Agreement ($ 200,000 in cash, and $ 800,000 in the form of 160,000 shares of common stock valued at $ 5.00 per share)

 -

 Collab Commissions and Royalties Payable

 37,342

 572,838

 Accounts Payable and Accrued Expenses

 4,563,464

 6,172,655

 Accounts Payable - Related Party

 1,190

 3,938

 Preferred Stock Dividends Payable

 7,124

 7,124

 Notes Payable to Surety Bank

 559,418

 506,061

 Interest Payable to Surety Bank

 16,336

 18,800

 Total Current Liabilities

 6,084,011

 8,686,744

 Non-Current Liabilities

 Operating Lease Liability

 937,988

 463,623

 Net Deferred Tax Liability

 -

 29,482

 Notes Payable to Surety Bank

 2,789,372

 3,348,790

 Total Non-Current Liabilities

 3,727,360

 3,841,896

 Total Liabilities

 9,811,371

 12,528,640

 Commitments and Contingencies

 -

 -

 Shareholders' Equity

 Preferred Stock, $ 0.001 par value; 10,000,000 total shares authorized; out of which two Series of Preferred Stock are authorized and outstanding, as follows:

 Series A Convertible Preferred Stock: 400,000 shares authorized, and:

 2,500 shares issued and outstanding at December 31, 2024

 2,500 shares issued and outstanding at December 31, 2023

 Series B Convertible Preferred Stock: 5,000,000 shares authorized, and:

 40,000 shares issued and outstanding at December 31, 2024

 40,000 shares issued and outstanding at December 31, 2023

 Common Stock, $ 0.001 par value; 100,000,000 shares authorized, and:

 14,823

 14,806

 14,822,678 shares issued and outstanding at December 31, 2024

 14,805,678 shares issued and outstanding at December 31, 2023

 Additional Paid-in Capital

 40,986,553

 40,429,213

 142,000 shares of Deferred Contingent Stock issuable upon instruction by the respective Deferred Contingent Stock Recipients at December 31, 2024 and December 31, 2023

 Accumulated Deficit

 ( 3,967,708
)

 ( 2,096,780
)

 Total Shareholders' Equity

 37,504,441

 38,818,011

 Total Liabilities and Shareholders' Equity

 $
 47,315,812

 $
 51,346,651

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (AUDITED)

 2024

 2023

 2022

 $

 $

 $

 Cost of Goods Sold

 24,570,399

 31,906,278

 36,423,246

 Gross Profit

 12,754,829

 19,704,284

 20,993,289

 Operating Expenses

 Payroll Expenses

 5,840,846

 7,476,955

 6,423,584

 Deferred Contingent Stock Expense

 -

 2,138,175

 -

 Company-Wide Management Bonus Pool

 -

 233,332

 233,336

 Management Bonuses

 -

 -

 Professional Fees

 973,460

 1,088,035

 888,609

 Bank Charges and Merchant Fees

 570,545

 595,285

 477,718

 Advertising and Marketing

 1,155,067

 951,266

 662,494

 Bad Debt Expense

 1,469,078

 353,162

 78,457

 Depreciation and Amortization

 218,622

 182,822

 32,155

 Collab Commission and Royalty Expense

 692,971

 1,733,800

 -

 Other Operating Expenses

 2,607,704

 2,541,263

 1,884,209

 Total Operating Expenses

 13,528,293

 17,294,095

 11,180,562

 Income/(Loss) From Operations

 ( 773,464
)

 2,410,189

 9,812,727

 Other Income/(Expenses)

 Gain on Lease Modification

 9,622

 -

 -

 Interest Income

 149,433

 44,630

 11,110

 Interest Expense

 ( 356,909
)

 ( 110,517
)

 ( 120,197
)

 Dividend Income

 4,772

 3,579

 -

 Settlement Income

 10,000

 506,211

 478,617

 Settlement Costs

 ( 2,000
)

 -

 -

 Debt Financing Expenses

 ( 11,152
)

 ( 60,548
)

 -

 Penalties

 ( 5,854
)

 ( 36,472
)

 ( 8,106
)

 Gain on Forgiveness of Debt

 -

 -

 5,026

 Gain/(Loss) on Disposal of Fixed Assets

 ( 50,714
)

 -

 ( 185,195
)

 Loss on Jeeter Collab

 ( 1,349,467
)

 -

 -

 Loss on Deposits

 ( 6,121
)

 -

 -

 Total Other Income/(Expenses)

 ( 1,608,390
)

 346,883

 181,255

 Income/(Loss) Before Provision for Income Taxes

 ( 2,381,854
)

 2,757,072

 9,993,982

 Provision for Income Taxes

 524,425

 ( 598,065
)

 ( 2,797,655
)

 Net Income/(Loss) Attributable to LFTD Partners Inc. common stockholders

 $
 ( 1,857,429
)

 $
 2,159,007

 $
 7,196,327

 Basic Net Income/(Loss) per Common Share

 $
 ( 0.13
)

 $
 0.15

 $
 0.51

 Diluted Net Income/(Loss) per Common Share

 $
 ( 0.13
)

 $
 0.13

 $
 0.45

 Weighted average number of common shares outstanding:

 Basic

 14,802,689

 14,555,279

 14,080,729

 14,802,689

 16,439,477

 15,862,927

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

 (AUDITED)

 Deferred

 Contingent

 Additional

 Stock

 Total

 Preferred Stock

 Common Stock

 Paid-in

 to be

 Accumulated

 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Issued

 Deficit

 Equity

 Balance, December 31, 2021

 45,750

 $

 14,027,578

 $
 14,028

 38,862,333

 $
 -

 $
 ( 11,414,602
)

 $
 27,461,804

 ( 4,253
)

 ( 4,253
)

 ( 1,476
)

 ( 1,476
)

 Issuance of Common Stock Upon Exercise of Warrant

 49,950

 Repurchase and cancellation of Common Stock

 ( 100,000
)

 ( 100
)

 ( 149,900
)

 ( 150,000
)

 2,944,793

 2,944,793

 Balance, March 31, 2022

 45,750

 $

 13,977,578

 $
 13,978

 38,762,383

 $
 -

 $
 ( 8,475,539
)

 $
 30,300,868

 ( 3,403
)

 ( 3,403
)

 ( 1,496
)

 ( 1,496
)

 Conversions of Series A Convertible Preferred Stock to Common Stock

 ( 1,250
)

 ( 1
)

 125,000

 ( 124
)

 -

 3,219,460

 3,219,460

 Balance, June 30, 2022

 $

 14,102,578

 14,103

 38,762,260

 $
 -

 $
 ( 5,260,978
)

 $
 33,515,429

 ( 3,402
)

 ( 3,402
)

)

)

 423,486

 423,486

 Balance, September 30, 2022

 $

 14,102,578

 14,103

 38,762,260

 $
 -

 $
 ( 4,842,407
)

 $
 33,934,000

 ( 3,403
)

 $
 ( 3,403
)

 ( 1,515
)

 ( 1,515
)

 608,589

 608,589

 Balance, December 31, 2022

 $

 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

 1,358,740

 779,025

 2,138,175

 ( 3,329
)

 ( 3,329
)

 ( 1,480
)

 ( 1,480
)

 Net Loss

 ( 141,742
)

 ( 141,742
)

 Balance, March 31, 2023

 $

 14,512,578

 $
 14,513

 $
 40,121,000

 $
 779,025

 $
 ( 4,385,286
)

 $
 36,529,296

 ( 3,366
)

 ( 3,366
)

 ( 1,497
)

 ( 1,497
)

 Payment of the first installment of Merger Consideration (the issuance of 100 shares of common stock) pursuant to the Oculus Merger Agreement, on April 28, 2023

 0.10

 208.90

 1,659,461

 1,659,461

 Balance, June 30, 2023

 $

 14,512,678

 $
 14,513

 $
 40,121,209

 $
 779,025

 $
 ( 2,730,688
)

 $
 38,184,103

 ( 2,466
)

 ( 2,466
)

)

)

 Conversion of 2,000 shares of Series A Preferred Stock held by a non-affiliate into 200,000 shares of common stock, on August 4, 2023

 ( 2,000
)

 ( 2
)

 ( 198
)

 -

 Issuance of 93,000 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 Recipient

 93,000

 308,202

 ( 308,295
)

 -

 617,648

 617,648

 Balance, September 30, 2023

 $

 14,805,678

 $
 14,806

 $
 40,429,213

 $

 $
 ( 2,117,018
)

 $
 38,797,773

 ( 1,890
)

 ( 1,890
)

)

)

 23,640

 23,640

 Balance, December 31, 2023

 $

 14,805,678

 $
 14,806

 $
 40,429,213

 $

 $
 ( 2,096,780
)

 $
 38,818,011

 ( 1,862
)

 ( 1,862
)

 ( 1,496
)

 ( 1,496
)

 Net Loss

 ( 1,141,004
)

 ( 1,141,004
)

 Balance, March 31, 2024

 $

 14,805,678

 $
 14,806

 $
 40,429,213

 $

 $
 ( 3,241,142
)

 $
 37,673,649

 ( 1,858
)

 ( 1,858
)

 ( 1,495
)

 ( 1,495
)

 Common stock buybacks and immediate cancellations between April 2, 2024 and April 9, 2024

 ( 143,000
)

 ( 143
)

 ( 240,097
)

 ( 240,240
)

 Payment of the stock component of the second installment of Merger Consideration (the issuance of 160,000 shares of common stock) pursuant to the Oculus Merger Agreement, on May 13, 2024

 160,000

 799,840

 800,000

 Net Loss

 ( 523,212
)

 ( 523,212
)

 Balance, June 30, 2024

 $

 $
 14,823

 $
 40,988,956

 $

 $
 ( 3,767,706
)

 $
 37,706,844

 ( 1,889
)

 ( 1,889
)

 ( 1,499
)

 ( 1,499
)

 Excise taxes payable on common stock buybacks

 ( 2,402
)

 ( 2,402
)

 Net Loss

 ( 194,399
)

 ( 194,399
)

 Balance, September 30, 2024

 $

 $
 14,823

 $
 40,986,553

 $

 $
 ( 3,965,493
)

 37,506,655

 ( 1,891
)

 ( 1,891
)

 ( 1,509
)

 ( 1,509
)

 1,186

 1,186

 Balance, December 31, 2024

 $

 $
 14,823

 $
 40,986,553

 $

 $
 ( 3,967,708
)

 37,504,441

 The accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (AUDITED)

 2024

 2023

 2022

 Cash Flows From Operating Activities

 Net Income/(Loss)

 $
 ( 1,857,429
)

 $
 2,159,007

 $
 7,196,327

 Adjustments to Reconcile Net Income/(Loss) to Net Cash Provided by/(Used in) Operating Activities

 Deferred Contingent Stock Compensation Expense

 -

 2,138,175

 -

 Bad Debt Expense

 1,469,078

 353,162

 78,457

 Depreciation and Amortization

 520,631

 425,614

 191,541

 Settlement Income

 ( 10,000
)

 ( 506,211
)

 ( 478,617
)

 Debt Financing Expenses

 11,152

 60,548

 -

 Gain on Forgiveness of Debt

 -

 -

 ( 5,026
)

 Gain on Lease Modification

 ( 9,622
)

 -

 -

 Loss on Disposal of Fixed Assets

 50,714

 -

 185,195

 Loss on Jeeter Collab

 1,349,467

 -

 -

 Loss on Deposits

 6,121

 -

 -

 Spoiled and Written Off Inventory

 1,550,599

 2,056,603

 4,418,922

 Sales Allowance

 ( 531,582
)

 ( 316,382
)

 939,496

 Deferred Income Taxes

 ( 544,616
)

 116,904

 244,129

 Effect on Cash of Changes in Operating Assets and Liabilities

 Accounts Receivable

 289,857

 ( 1,152,101
)

 33,218

 Prepaid Expenses

 684,546

 ( 841,000
)

 2,593,275

 Dividend Receivable from Bendistillery, Inc.

 -

 -

 2,495

 Income Tax Receivable and Payable, net

 ( 22,970
)

 ( 737,018
)

 ( 1,165,332
)

 Management Bonuses Payable

 -

 -

 ( 941,562
)

 Company-wide Management Bonus Pool

 -

 -

 ( 1,556,055
)

 Inventory

 ( 2,552,003
)

 ( 5,936,752
)

 ( 6,632,945
)

 Other Current Assets

 ( 384,109
)

 19,292

 ( 39,954
)

 Collab Commissions and Royalties Payable

 ( 111,022
)

 572,838

 -

 Accounts Payable and Accrued Expenses

 ( 1,611,655
)

 2,255,650

 ( 507,889
)

 Accounts Payable and Interest Payable to Related Parties

 ( 5,151
)

 1,710

 ( 15,647
)

 Change in Settlement Asset and Receivables

 262,697

 233,450

 -

 Change in Right Of Use Asset

 210,151

 165,945

 Change in Finance and Operating Lease Liabilities

 ( 163,705
)

 ( 72,311
)

 76,759

 Deferred Revenue

 438,785

 ( 358,195
)

 ( 1,580,307
)

 Net Cash Provided by/(Used in) Operating Activities

 ( 960,067
)

 638,925

 3,037,426

 Cash Flows From Investing Activities

 Net Cash Paid as Part of the Oculus Transaction

 ( 200,000
)

 ( 342,068
)

 -

 Purchase of Headquarters Building

 -

 ( 1,385,225
)

 -

 Purchases of Fixed Assets

 ( 313,763
)

 ( 789,662
)

 ( 916,119
)

 Proceeds from Disposal of Fixed Assets

 34,189

 -

 -

 Net Cash Used in Investing Activities

 ( 479,574
)

 ( 2,516,955
)

 ( 916,119
)

 Cash Flows From Financing Activities

 Proceeds from Surety Bank Loans

 -

 3,910,000

 -

 Payments on Surety Bank Loans

 ( 517,213
)

 -

 -

 Issuance of Common Stock

 -

 -

 Payments of Dividends to Preferred Stockholders

 ( 13,498
)

 ( 20,961
)

 ( 23,149
)

 Proceeds from Borrowings Under Notes Payable to Related Party - Nick Warrender

 -

 -

 2,750,000

 Repayment of Borrowings Under Notes Payable to Related Party - Nick Warrender

 -

 -

 ( 2,750,000
)

 Payment of Debt Financing Costs

 -

 ( 115,697
)

 -

 Purchase of Shares of Common Stock

 ( 240,240
)

 -

 ( 150,000
)

 Payments on Finance Lease Liability

 -

 ( 68,396
)

 ( 70,267
)

 Net Cash Provided by /(Used In) Financing Activities

 ( 770,951
)

 3,704,945

 ( 193,416
)

 Net Increase/(Decrease) in Cash

 ( 2,210,592
)

 1,826,916

 1,927,892

 Cash, Cash Equivalents and Restricted Cash at Beginning of Period

 5,357,539

 3,530,623

 1,602,731

 Cash, Cash Equivalents and Restricted Cash at End of Period

 $
 3,146,947

 $
 5,357,539

 $
 3,530,623

 2024

 2023

 2022

 Supplemental Cash Flow Information

 Cash Paid For Interest

 $
 359,373

 $
 91,717

 $
 85,615

 Cash Paid For Interest - Related Party

 -

 -

 47,851

 Cash Paid For Income Taxes

 31,693

 1,167,028

 3,672,616

 Non-Cash Activities

 Right-of-Use assets acquired from inception of Operating Leases

 $
 830,297

 $
 296,209

 $
 514,278

 Issuance of stock component of the second installment of Merger Consideration (the issuance of 160,000 shares of common stock) pursuant to the Oculus Merger Agreement, on May 13, 2024

 800,000

 -

 -

 Conversion of Series A and Series B Preferred Stock to Common Stock

 -

 Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets

 Cash and Cash Equivalents

 $
 2,146,947

 $
 4,357,539

 $
 3,530,623

 Restricted Cash

 -

 Total Cash, Cash Equivalents and Restricted Cash at End of Period

 $
 3,146,947

 $
 5,357,539

 $
 3,530,623

 The accompanying notes are an integral part of these consolidated financial statements.

 LFTD PARTNERS INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

 LFTD Partners Inc., Jacksonville, Florida, was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company's common stock are listed for trading on the OTCQB Venture Market under the symbol "LIFD".

 LFTD Partners is the parent corporation of Lifted Liquids, Inc. d/b/a Lifted Made and d/b/a Urb Finest Flowers ( www.urb.shop), Kenosha, Wisconsin ("Lifted Made" or "Lifted"), which manufactures and sells hemp-derived and other psychoactive products under its award-winning Urb Finest Flowers ("Urb") brand, hemp-free health and wellness gummies under its Mielos brand ( www.mielos.com), and hemp-free energy gummies under its Rebel Energy Gummy brand ( www. RebelEnergyGummy.com). Lifted Made is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. ( www. DiamondSupplyCo.com), and Cali Sweets hemp-derived products, and is the exclusive manufacturer and seller in the USA of hemp-derived products for a subsidiary of a large, publicly traded US marijuana company. LFTD Partners Inc. also owns 4.99% of hemp-derived beverage and products maker Ablis ( www. Ablis.shop), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits ( www. CraterLakeSpirits.com) and Bend Spirits, Inc., all located in Bend, OR.

 NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 Consolidated Financial Statements – The accompanying audited consolidated financial statements include the accounts of LFTD Partners and have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for financial information and in accordance with the rules and regulations of the SEC. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying audited 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. Certain previously reported amounts have been reclassified between line items to conform to the current period presentation.

 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 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 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.

 Restricted Cash – The Company considers cash balances that are legally restricted as to withdrawal or usage to be restricted cash. The Company's Business Loan Agreement with Surety Bank requires the Company to maintain a $ 1,000,000 minimum deposit balance with the bank for the life of the Business Loan, which matures on December 14, 2028 (the "Minimum Deposit Balance"). Failure to maintain the Minimum Deposit Balance constitutes an event of default under the Business Loan Agreement. As of the reported period ends, the Company recognized $ 1,000,000 of its deposit account balance with Surety Bank as restricted cash, which is classified as a non-current asset in the Consolidated Balance Sheets.

 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.

 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 Company's Investments in Ablis, Bendistillery and Bend Spirits

 The Company's investments in Ablis, Bendistillery and Bend Spirits 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, Bendistillery and Bend Spirits.

 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, 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.

 The Company's Investment in SmplyLifted

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

 Lifted had a 50% membership interest in SmplyLifted. The other 50% of SmplyLifted was owned by SMPLSTC and its principals. 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.

 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 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 of $ 2,358,823, net of $ 853,329 allowance for doubtful accounts, were outstanding at December 31, 2024. In comparison, accounts receivable of $ 3,586,176, net of $ 375,417 allowance for doubtful accounts, were outstanding at December 31, 2023.

 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.

 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. As of December 31, 2024, the Allowance for Doubtful Accounts is $ 853,329, which is the total of the invoices older than 90 days as of December 31, 2024, because this figure is larger than the Bad Debt Calc. Management believes that Lifted's Allowance for Doubtful Accounts has been conservatively analyzed and prepared and is appropriate as of reporting period end.

 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.

 Inventory – Inventory is valued at the lower of average cost or market value (net realizable value). Inventory consisted of the following at December 31, 2024 and December 31, 2023:

 December 31, 2024

 December 31, 2023

 Raw Goods

 $
 5,867,526

 $
 4,962,652

 Finished Goods

 3,448,765

 5,212,015

 Total Inventory

 $
 9,316,291

 $
 10,174,667

 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 raw goods;

 3)

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

 4)

 Identifying finished goods that are expired; and

 5)

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

 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.

 As of December 31, 2024, $ 383,646 of overhead costs incurred during the fourth quarter of 2024 were allocated to finished goods. In comparison, as of December 31, 2023, $ 338,582 of overhead costs incurred during the fourth quarter were allocated to finished goods.

 On December 30, 2022, Lifted was able to reach an agreement for the forgiveness of $630,000 of payables owed to its third-party disposable vape device manufacturer. The agreement also includes credits to Lifted against future purchases from the device manufacturer totaling $370,047. The credit is to be provided by the manufacturer at the rate of $46,255.87 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $46,255.91 for the fourth quarter of 2024. The agreement is a result of the vape manufacturer agreeing to share a portion of the Company's prior $ 2,313,902 write-off of certain 2 mL disposable vapes that were written off due to clogging issues.

 The payable forgiveness resulted in a net $ 485,496 improvement to the cost of goods sold and accrued liabilities sections of the Company's consolidated statements of operations as of December 30, 2022. The $ 370,047 in credits had been booked as an asset as of December 30, 2022 and recognized as other income amortized quarterly at the rate of $ 46,256 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $ 46,255 for the fourth quarter of 2024.

 However, based on an analysis of credits applied to the vape device manufacturer bills in 2023, Lifted received $33,427 more credits than was expected/agreed to per the agreement ($185,024 per year for 2023 and 2024); as such, Lifted's revised credit going into 2024 was $151,597, and this was to be amortized quarterly at the rate of $37,899 per quarter.

 Based on another analysis of credits applied to vape device manufacturer bills through September 30, 2024, Lifted recognized credit amortization of $ 53,140 for the third quarter of 2024, and Lifted's revised credit balance as of September 30, 2024 was $ 50,707; this credit balance was amortized completely by December 31, 2024.

 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 and State Licensing Deposits and Bonds – The Company has paid security deposits for its leased facilities located at 8910 58 th Place, Suites 100, 600 and 700, Kenosha, WI 53144, 5732 95 th Avenue, Suites 100-300, Kenosha, WI 53144, and 789 Tech Center Drive, Unit C, Durango, Colorado 81301. The Company had also paid a security deposit for its former sublease of the space located at 2701-09 West Fulton PH, Chicago, Illinois 60612, which had not been returned as of December 31, 2024.

 As part of Lifted's acquisition of the assets of Oculus, Lifted had assumed the Aztec Lease, and the security deposit that had been previously paid by Oculus to the landlord of the Aztec Lease. The Aztec Lease was terminated on May 7, 2024, and the security deposit was not returned to Lifted.

 Prior to the Company's acquisition of the 5511 Building on December 14, 2023, the Company had not paid a security deposit for its lease of the 5511 Building.

 The Company is required to, and has, paid bonds and deposits to various state departments and vendors for licenses and utilities, respectively.

 Revenue – The Company recognizes revenue in accordance with ASC 606. The majority of the Company's sales are of branded products 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 hemp-derived 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.

 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.

 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.

 An allowance for sales is recorded for estimated future discounts/refunds related to returns of products sold prior to the reporting period end. 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.

 An allowance for sales reduces net sales on the Consolidated Statements of Operations, and also reduces accounts receivable on the Consolidated Balance Sheets. Sales allowances of $ 304,018 and $ 635,098 were reported at December 31, 2024 and December 31, 2023, respectively. Management believes that an adequate allowance for sales has been made as of period end.

 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 Accounting Standards Codification ("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."

 Pursuant to ASC 280-10-50-10: "a public entity shall report separately information about each operating segment that meets both of the following criteria:

 a.

 Has been identified in accordance with ASC 280-10-50-1 and ASC 280-10-50-3 through 50-9 or results from aggregating two or more of those segments in accordance with the following paragraph.

 b.

 Exceeds the quantitative thresholds in ASC 280-10-50-12.

 ASC 280-10-50-13 through 50-18 specify other situations in which separate information about an operating segment shall be reported. ASC 280-10-55-26 and Examples 1 and 2 (see ASC 280-10-55-27 through 55-45) illustrate how to apply the main provisions in this Subtopic for identifying reportable operating segments."

 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, resource needs for Lifted's collaborations with third parties, and new product opportunities with novel cannabinoids or other active ingredients, are some of the factors that are considered by NWarrender when determining how to allocate the Company's resources for operations and business development.

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

 Type of Sale

 2024

 2023

 2022

 Raw goods

 $
 1,004,939

 %

 $
 180,743

 %

 $
 40,518

 %

 Private label clients

 3,219,428

 %

 1,500,344

 %

 975,199

 %

 Wholesalers

 9,548,862

 %

 10,730,095

 %

 7,503,530

 %

 Distributors

 19,929,802

 %

 36,724,597

 %

 45,522,229

 %

 End consumers

 3,622,197

 %

 2,474,784

 %

 3,375,059

 %

 $

 %

 $

 %

 $

 %

 Product Type

 2024

 2023

 2022

 Vapes

 $
 16,364,961

 %

 $
 27,048,471

 %

 $
 29,143,143

 %

 Edibles

 15,890,826

 %

 15,125,799

 %

 15,810,094

 %

 Flower

 1,572,919

 %

 5,193,884

 %

 4,865,629

 %

 Cartridges

 3,263,221

 %

 4,135,941

 %

 7,471,666

 %

 Other

 233,302

 %

 106,467

 %

 126,003

 %

 $

 %

 $

 %

 $

 %

 Hemp vs Non-Hemp Product Sales

 2024

 2023

 2022

 Net sales of hemp products

 $
 35,049,148

 %

 $
 48,064,790

 %

 $
 55,694,039

 %

 Net sales of non-hemp products

 2,276,080

 %

 3,545,772

 %

 1,722,496

 %

 $

 %

 $

 %

 $

 %

 Geographic Market

 2024

 2023

 2022

 United States

 $

 %

 $

 %

 $
 57,414,822

 %

 International

 -

 %

 -

 %

 1,713

 %

 $

 %

 $

 %

 $

 %

 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.

 At December 31, 2024, total deferred revenue was $ 674,676, all of which is expected to be recognized as revenue in 2025. At December 31, 2023, total deferred revenue was $ 235,891, all of which was recognized as revenue in 2024. At December 31, 2022, total deferred revenue was $ 594,086, all of which was recognized as revenue in 2023.

 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 December 31, 2024 and December 31, 2023.

 2024

 2023

 Contract Assets (invoiced but unfulfilled performance obligations)

 $
 340,585

 $
 131,304

 Deposits from customers for unfulfilled orders

 334,091

 104,586

 Total Deferred Revenue

 $
 674,676

 $
 235,891

 Cost of Goods Sold – Cost of goods sold primarily consist 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. Cost of goods sold amounted to $ 24,570,399, $ 31,906,278 and $ 36,423,246 during the years ended December 31, 2024, 2023, and 2022, respectively. $ 1,550,599, $ 2,056,603 and $ 4,418,922 of cost of goods sold relates to spoiled and obsolete inventory written off during the years ended December 31, 2024, 2023 and 2022, respectively.

 Operating Expenses – Operating expenses include accounts such as payroll expenses, deferred 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, collaboration commissions and royalties expense, and other operating expenses.

 Total operating expenses increased to $ 13,528,293 for the year ended December 31, 2024, up from $ 17,294,095 for the year ended December 31, 2023, and up from $ 11,180,562 for the year ended December 31, 2022.

 The primary driver for this increase in operating expenses from 2023 to 2024 was $1,469,078 of bad debt expense, which stems from the Company's CECL Model analysis, which is described above, in the Accounts Receivable section. As described in ITEM 1A. RISK FACTORS, the delay in Lifted's receipt of payments from certain customers—primarily distributors—have increasingly become an issue for Lifted. Certain customers have become slower to pay Lifted for purchased product ("Slow Paying Customers"), and the Slow Paying Customers disregard payment terms. Management speculates that some Slow Paying Customers may be slow-paying Lifted because of their own sales collection issues, which may in part be caused by the regulatory uncertainty over our industry. As described in the Accounts Receivable section above, the Company has an accounting protocol which effectively causes the Company to recognize an allowance for doubtful accounts for all invoices older than 90 days. Consequently, the delay in Lifted's receipt of payments from certain customers has a direct impact on the Company's net receivables, net income, and earnings per share.

 The primary driver for the increase in operating expenses from 2022 to 2023 was that 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 of $ 2,138,175, which, for the year ended December 31, 2023, was $ 1,666,155 on an after-tax basis. 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 reduced net income for the year ended December 31, 2023 from $3,825,162 to $2,159,007. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.26 and $0.23, respectively, for the year ended December 31, 2023.

 Also driving the increase in operating expenses from 2022 to 2023 was the reporting of commissions and royalties expenses related to the collaborations with third parties, which amounted to $ 1,733,800 in 2023. These collaborations were not in place in 2022.

 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 years ended December 31, 2024, 2023 and 2022:

 2024

 2023

 2022

 Net Income/(Loss)

 $
 ( 1,857,429
)

 $
 2,159,007

 $
 7,196,327

 Weighted average number of common shares outstanding:

 Basic

 14,802,689

 14,555,279

 14,080,729

 14,802,689

 16,439,477

 15,862,927

 Basic Net Income/(Loss) per Common Share

 $
 ( 0.13
)

 $
 0.15

 $
 0.51

 Diluted Net Income/(Loss) per Common Share

 $
 ( 0.13
)

 $
 0.13

 $
 0.45

 As of December 31, 2024, in addition to our outstanding common stock, we have issued warrants to purchase 2,280,000 shares of common stock at $ 5.00 per share, all of which are vested.

 As of December 31, 2024, the Company had 2,500 shares of Series A Preferred Stock outstanding convertible into 250,000 shares of common stock.

 As of December 31, 2024, the Company had 40,000 shares of Series B Preferred Stock outstanding convertible into 40,000 shares of common stock. There were also 142,000 shares of issuable Deferred Contingent Stock, issuable upon instruction by the respective Deferred Contingent Stock Recipients.

 In comparison, as of December 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, all of which are vested.

 At December 31, 2023, the Company had 2,500 shares of Series A Preferred Stock outstanding convertible into 250,000 shares of common stock.

 At December 31, 2023, the Company had 40,000 shares of Series B Preferred Stock outstanding convertible into 40,000 shares of common stock. There were also 142,000 shares of issuable Deferred Contingent Stock, issuable upon instruction by the respective Deferred Contingent Stock Recipients. Reported as a current liability was the minimum number of shares of common stock ( 160,000) that would eventually be issued pursuant to the Oculus Merger Agreement.

 Stock Buyback Transactions and Cancellations

 On April 2, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 25,000 shares of common stock of the Company from a Lifted employee for $ 1.68 per share, for a total purchase price of $ 42,000. On April 3, 2024, all such 25,000 shares were purchased by the Company and immediately cancelled.

 On April 8, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 18,000 shares of common stock of the Company from a Lifted employee for $ 1.68 per share, for a total purchase price of $ 30,240. On April 10, 2024, all such 18,000 shares were purchased by the Company and immediately cancelled.

 On April 9, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 100,000 shares of common stock of the Company from a Lifted employee for $ 1.68 per share, for a total purchase price of $ 168,000. On April 10, 2024, all such 100,000 shares were purchased and immediately cancelled.

 Recent Accounting Pronouncements – 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 will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact, if any, that the updated standard will have on the consolidated financial statements.

 In addition, in November 2024, the FASB issued "ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses". 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.

 On November 27, 2023, the FASB issued ASU 2023-07-Segment Reporting. The new guidance was issued primarily to provide financial statement users with more disaggregated expense information about a public entity's reportable segments. The guidance is effective for calendar year public entities in 2024 year-end financial statements, and as such was adopted by the Company in its 2024 year-end financial statements. Refer to the section Segment Disclosures above.

 Advertising and Marketing Expenses – Advertising and marketing costs are expensed as incurred. During the year ended December 31, 2024, the Company incurred $ 1,155,067 in advertising and marketing expenses, which primarily related to trade shows, marketing campaigns, and promotional products. During the year ended December 31, 2023, the Company incurred $ 951,266 in advertising and marketing expenses, which primarily related to trade shows, marketing campaigns, and promotional products. During the year ended December 31, 2022, the Company incurred $ 662,494 in advertising and marketing expenses, which primarily related to trade shows, marketing, promotional products and public relations.

 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.

 Accounting for Operating and Finance Lease Right-of-Use Assets – In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842) ("ASU 2016-02"). The amended guidance, which was 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.

 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 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 using the income approach. 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 and other factors. For the discount rate, the Company considered the current market interest rates, including the interest rates on the Company's closed loans from Surety Bank, 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. 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.

 NOTE 3 - RISKS AND UNCERTAINTIES

 Going Concern – The Company currently has one revenue-generating subsidiary, Lifted. 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 $ 3,967,708 as of December 31, 2024. 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. If and to the extent that the revenue generated by Lifted is not adequate to pay the Company's operating expenses, the Company's financial obligations under its loan agreements with Surety Bank, 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 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 will evaluate whether there has been a potential impairment of value.

 The regulatory risks and uncertainties associated with Lifted's cannabinoid-infused products, vaping and nicotine products industries, together with the other significant risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, have created significant adverse risks to the Company, which have caused substantial doubt about the Company's ability to continue as a going concern.

 The Company has significant financial obligations under its loan agreements with Surety Bank, and also the Company is accruing and paying 3 % annual dividends on its outstanding Series A and Series B Convertible Preferred Stock.

 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, any new rule proposed by the federal Drug Enforcement Administration that might attempt to classify certain hemp-derived products as controlled substances, and any other federal or state laws and regulations related to hemp-derived cannabinoids, nicotine or tobacco products, kratom, psychoactive products and/or vaping. There is also a risk that the Company potentially might be accused of selling products containing ingredients that might be considered an analog of a controlled substance. 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 typically 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, its financial obligations under its loan agreements with Surety Bank, the dividends accruing and being paid on the Company's preferred stock, future company-wide management bonus pool payments, and other obligations.

 As a result of all of the foregoing described factors, 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 and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Customer Concentration Risk and Vendor Dependence – A limited number of customers have historically made up a significant portion of the Company's sales. Also, historically, the Company has purchased raw goods and finished goods from a limited number of suppliers. 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 Investment in Lifted

 At December 31, 2024, the Company performed its annual goodwill impairment assessment on the goodwill recognized as part of the acquisition of Lifted, and determined that no impairment was necessary.

 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.

 On January 13, 2025, the management of LFTD Partners had a video conference with the officers of Ablis, Bendistillery and Bend Spirits. During this meeting, the management of those companies discussed the performance of Ablis, Bendistillery and Bend Spirits during the year ended December 31, 2024. 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 Company's Investment in SmplyLifted LLC

 During February 24, 2020 through December 31, 2020, the Company recognized a loss of $ 4,429 from its 50 % membership interest in SmplyLifted, and wrote down the value of its investment in SmplyLifted to $ 195,571. During the year ended December 31, 2021, the Company recognized a loss of $ 195,571 from its 50 % membership interest in SmplyLifted. At December 31, 2021, Lifted wrote off its receivables from SmplyLifted, and its loans to SmplyLifted, which totaled $ 388,727.

 On February 9, 2022, Lifted signed an Agreement to sell its 50 % membership interest in SmplyLifted to Corner Vapory LLC, an affiliate of NWarrender, 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 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

 December 31, 2024

 December 31, 2023

 Building

 $
 805,545

 $
 805,545

 Land

 430,754

 430,754

 Machinery & Equipment

 1,454,958

 1,473,609

 Furniture & Fixtures

 138,184

 107,509

 Computer Equipment

 18,979

 18,979

 Building & Leasehold Improvements

 633,094

 581,394

 Vehicles

 64,309

 117,047

 Trade Show Booths

 214,457

 55,081

 Sub-total:

 $
 3,760,281

 $
 3,589,918

 Less: Accumulated Depreciation

 ( 1,055,666
)

 ( 593,531
)

 $
 2,704,615

 $
 2,996,387

 The useful lives of the Company's property and equipment by asset class are as follows:

 Asset Class

 Estimated Useful Life

 Building

 39 years

 Land

 Indefinite

 Machinery & Equipment

 Building Improvements

 Leasehold Improvements

 The shorter of the length of the lease or 60 months

 Trade Show Booths

 36 months

 Vehicles

 Computer Equipment

 Furniture & Fixtures

 In the Consolidated Statements of Operations, depreciation expense is consolidated with amortization expense.

 After allocating depreciation of machinery and equipment, and 5511 Building depreciation, totaling $ 302,009, respectively, as overhead to finished goods, depreciation expense of $ 218,622 was recognized during the year ended December 31, 2024.

 In comparison, after allocating the annual depreciation of machinery and equipment of $ 218,882 as overhead to finished goods, depreciation expense of $ 166,330 was recognized during the year ended December 31, 2023. After allocating the annual depreciation of machinery and equipment of $ 68,411 as overhead to finished goods, depreciation expense of $ 75,471 was recognized during the year ended December 31, 2022.

 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 the 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.

 NOTE 7 – INTANGIBLE ASSETS, NET

 Website

 The cost of developing Lifted's website, www.urb.shop, which was previously www. LiftedMade.com, was amortized over 32 months, and the website intangible asset was fully amortized as of December 31, 2022.

 NOTE 8 – RELATED PARTY TRANSACTIONS

 Compensation of Executives and Directors

 Please refer to the section ITEM 11. EXECUTIVE COMPENSATION for executive and director compensation information.

 Robert T. Warrender III

 Mr. Robert T. Warrender III is NWarrender's brother, and former Director Mr. Robert T. Warrender II's son. From January 9, 2023 until July 1, 2023, Robert T. Warrender III worked for Lifted as an employee in sales; previously, Mr. Warrender operated as an independent contractor of Lifted. During the years ended December 31, 2023 and 2022, $ 21,102 and $ 54,384 in compensation was paid to Mr. Warrender.

 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 was terminated as of June 30, 2024. Prior to the termination of the sublease, the sublease cost $ 3,000 per month, plus supplemental lease related charges such as real estate taxes and common expenses of the property that were 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. Thereafter, until it was terminated, the sublease operated on a month-to-month basis. The purpose of the sublease was 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 was Lifted's former Chief Strategy Officer. The sublease was structured so that the sublessor's lease payment obligations to the landlord were passed on to Lifted on a dollar-for-dollar basis, such that the sublessor did not realize a cashflow profit or loss from the sublease.

 Since the term was less than twelve months, this lease was not recorded on the Consolidated Balance Sheet, and lease expense was recognized on a straight-line basis over the lease term.

 Lease and Purchase of 5511 95th Avenue, Kenosha, Wisconsin 53144

 Toward the end of 2020, NWarrender, through his assigned entity 95th Holdings, LLC ("Holdings"), purchased a building located at 5511 95th Avenue, Kenosha, Wisconsin 53144 ("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 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 the Omnibus Agreement with NWarrender on December 30, 2021, Lifted was obligated to purchase the 5511 Building from Holdings on or before December 31, 2022 for a fixed purchase price of $ 1,375,000.

 Pursuant to an Acceleration Agreement, the deadline to purchase the 5511 Building was extended by one year to December 31, 2023. In addition, the Acceleration Agreement contained a provision that if we raised $ 5,000,000 of debt or equity capital, then Lifted or our designee would be obligated to purchase the 5511 Building from Holdings at the agreed upon $ 1,375,000 purchase price within two days.

 On December 14, 2023, LFTD Partners and Lifted (together the "Borrower"), jointly borrowed a total of $ 3,910,000 from Surety Bank, of DeLand, Florida ("Lender"), and simultaneously Lifted purchased the 5511 Building from Holdings for $ 1,375,000 as previously agreed upon.

 The Lender made two five-year loans to the Borrower, as joint borrowers: (1) a working capital loan of $ 3,000,000 at 9.5 % fixed annual interest, and (2) a $ 910,000 loan at 10 % fixed annual interest, the net proceeds of which were used by Lifted to pay a portion of the $ 1,375,000 purchase price of the 5511 Building. The two loans are cross collateralized by a first lien mortgage on the 5511 Building, and by a first lien security interest in all of the other assets owned by LIFD and Lifted, in favor of Surety Bank.

 Corner Vapory LLC

 NWarrender is a 50 % owner in Corner Vapory LLC. Corner Vapory LLC owned a vape shop (called Corner Vapory), and Canna Vita, a CBD shop, both of which were located in Kenosha, Wisconsin and were customers of Lifted. The other owners of Corner Vapory LLC consist of Lifted's Director of Operations and his wife. In the past, Lifted sold products to Corner Vapory from time-to-time; however, Lifted did not sell any products to Corner Vapory LLC during the years ended December 31, 2024 and 2023. During the year ended December 31, 2022, Corner Vapory LLC purchased $ 42,384 worth of products from Lifted, and Lifted did not report any receivable from Corner Vapory as of December 31, 2022. Lifted did write off its receivable of $ 17,260 from Corner Vapory as of September 30, 2022.

 SmplyLifted LLC

 During the quarter ended September 30, 2022, SMPLSTC, one of Lifted's partners in SmplyLifted, wrote a check to Lifted for $ 19,992 on behalf of SmplyLifted LLC, to cover two third-party accounting-related invoices of SmplyLifted. SMPLSTC's check was short of the total of the two invoices by $ 146. Lifted paid the remaining $ 146 that SmplyLifted owed one of the third party accounting firms and wrote off the corresponding receivable from SmplyLifted, due to the lack of collectability from SmplyLifted because of SmplyLifted's insolvency.

 Laurie Warrender

 On December 30, 2024, Laurie Warrender, NWarrender's mother, was hired as an employee of Lifted, as a consultant and advisor to NWarrender, with a salary of $ 5,000 per month.

 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 December 31, 2024, 63,650 shares of Series A Preferred Stock have been converted into a total of 6,365,000 shares of common stock of the Company, which leaves 2,500 shares of Series A Preferred Stock currently outstanding, convertible into 250,000 shares of common stock of the Company.

 As of December 31, 2024 and December 31, 2023, the Company has accrued a liability of $ 5,328 and $ 5,328, 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. During the year ended December 31, 2024, a total of $ 7,500 of cash dividends were paid to the Series A Convertible Preferred Stock holders. In comparison, during the year ended December 31, 2023, a total of $ 14,963 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 share 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 December 31, 2024, 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 December 31, 2024 and December 31, 2023, the Company has accrued a liability of $ 1,796 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 year ended December 31, 2024, a total of $ 6,000 of cash dividends were paid to the Series B Convertible Preferred Stock holders. In comparison, during the year ended December 31, 2023, a total of $ 6,000 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 the 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 410,000 shares of Deferred Contingent Stock that were 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.

 On September 21, 2023, 93,000 shares of Deferred Contingent Stock were issued. A different valuation firm ("Second Valuation Firm") was engaged to estimate the discount for lack of marketability and blockage applicable to the fair market value of these 93,000 shares of Deferred Contingent Stock for tax reporting purposes. The Second Valuation Firm used the Finnerty Protective Put Model to determine the discount rate to apply to the Deferred Contingent Stock in order to value it for tax reporting purposes. In the Finnerty Protective Put model, the Second 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 20% and 7.5%. The Second Valuation Firm also assumed that no dividends on common stock will be paid, expected volatility based on observed volatility of the trading of LIFD's common stock, and risk-free rate based on the yield on U.S. Treasury bonds. The Second Valuation Firm's report indicated that, for tax reporting purposes, a 27 % discount should be used when valuing the 93,000 shares of Deferred Contingent Stock that were issued on September 21, 2023.

 Through December 31, 2024, 503,000 shares of Deferred Contingent Stock have been issued to certain Deferred Contingent Stock Recipients.

 The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2024 and changes during the year then ended:

 Weighted-Average

 Aggregate

 Weighted-Average

 Remaining Contractual

 Intrinsic

 Shares

 Exercise Price

 Term (Years)

 Value

 Exercisable Options, Warrants, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2023

 3,612,198

 $
 3.85

 1.07

 $
 357,008

 Expired Financing Warrants (May 2024)

 ( 155,500
)

 Expired Stock Options and Rights to Purchase Warrants to Purchase Common Stock (December 2024)

 ( 1,176,698
)

 Exercisable Warrants Outstanding, December 31, 2024

 2,280,000

 $
 5.00

 0.15

 $
 -

 Outstanding Warrants, December 31, 2024

 2,280,000

 $
 5.00

 0.15

 $
 -

 NOTE 10 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 Lease and Purchase of Building Located at 5511 95th Ave, Kenosha, Wisconsin 53144

 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, Kenosha, Wisconsin ("5511 Building"). The lease commencement date was January 1, 2021, and lease termination date was January 1, 2026.

 Landlord was 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 5511 Building to Lifted.

 Lifted constructed improvements to the 5511 Building including a clean room, and gradually moved into the 5511 Building 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 5511 Building at $ 6.13 per square foot per year in base rent ($ 68,888.94 in 2021), which was subject to a 2 % increase in base rent each year, plus certain operating expenses and taxes. The Lease was to continue until midnight on the fifth anniversary date of the commencement date of the Lease. Lifted was to 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 were required to execute an "Amendment of Extension" prior to six months before the expiration of the original term. Prior to Lifted's purchase of the 5511 Building, the rent schedule was as follows:

 Date

 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 5511 Building 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 5511 Building 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 was to 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 was adjusted accordingly.

 Lifted purchased the 5511 Building from Landlord on December 14, 2023, for $ 1,375,000 in cash as previously agreed upon, and as a result, the Company derecognized the Finance Lease Right-of-Use Asset and recognized the 5511 Building as Land and Building on the Consolidated Balance Sheet. For more information, refer to the section "Bank Financing and Purchase of Headquarters Building" in NOTE 1 – DESCRIPTION OF THE BUSINESS OF LFTD PARTNERS INC.

 Lease of Space Located at 8920 58th Place, Suite 850, Kenosha, Wisconsin 53144

 On September 23, 2021, Lifted entered into a lease agreement with TI Investors of Kenosha LLC, ("TI") for office and warehouse space located at 8920 58 th Place, Suite 850, Kenosha, WI 53144 (the "58 th Lease"). Subsequent to Lifted entering into the 58 th Lease, the property was sold to Ladi Investments, LLC ("Ladi"); Ladi thereafter was Lifted's landlord, until the 58 th Lease was terminated as of midnight on March 31, 2024 in conjunction with Lifted entering into the Second Amendment to the Second 58 th Lease (defined below) on March 25, 2024. The terms and conditions of the Second Amendment to the Second 58 th Lease are described below in the section " Second Amendment to the Second 58 th Lease " under " Lease of Space Located at 8910 58th Place, Suites 600 and 700, Kenosha, Wisconsin 53144 ".

 Prior to the termination of the 58 th Lease, the 58 th Lease served as sales offices, finished goods storage and outgoing shipping for Lifted. The term of the 58 th Lease commenced on October 1, 2021. The initial term of the 58 th Lease was to be three years, unless earlier terminated in accordance with the terms and conditions of the 58 th Lease. While extensions were not prohibited, Lifted did 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 leased approximately 5,000 square feet of space and paid 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 was also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease was accounted for as an operating lease.

 Date

 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 53144

 On November 17, 2021, Lifted entered into a lease agreement with TI for office and warehouse space located at 8910 58 th Place, Suites 600 & 700, Kenosha, WI 53144 (the "Second 58 th Lease"). Subsequent to Lifted entering into the Second 58 th Lease, the property was sold to Ladi; thus Ladi is the current landlord. The Second 58 th Lease space 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 was to be five years, unless extended or earlier terminated in accordance with the Second 58 th Lease. While extensions were not prohibited, Lifted did 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 of space and pays 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.

 Date

 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

 First Amendment to the Second 58 th Lease

 On February 23, 2022, the Second 58 th Lease was amended (the "First Amendment to the Second 58 th Lease") to change the lease commencement date from January 1, 2022 to February 1, 2022, and to change the lease termination date from December 31, 2026 to January 31, 2027. The First Amendment to the Second 58 th Lease did not change the base monthly rent amounts; it simply pushed them back one month.

 Second Amendment to the Second 58 th Lease

 On March 25, 2024, the Second 58 th Lease was amended for a second time (the "Second Amendment to the Second 58 th Lease").

 Effective as of April 1, 2024 (the "Expansion Date"), the Second 58 th Lease has been expanded to include an additional 23,000 square feet of space, located at 8910 58 th Place, Suite 100, Kenosha, Wisconsin 53144 (the "Expansion Area"), for a total revised Second 58 th Lease area of approximately 31,000 square feet.

 The Expansion Area is being used for office, manufacturing and warehouse space.

 Under the Second Amendment to the Second 58 th Lease, the term of the Second 58 th Lease is extended through May 31, 2029.

 Commencing on February 1, 2027, the base monthly rent for Suites 600 and 700 of the Second 58 th Lease, exclusive of the Expansion Area (Suite 100), is extended as follows:

 Suites 600 and 700

 Date

 Rent

 February 1, 2027 – January 31, 2028

 $
 4,637.41

 February 1, 2028 – January 31, 2029

 $
 4,776.53

 February 1, 2029 – May 31, 2029

 $
 4,919.83

 Commencing on the Expansion Date, the base monthly rent for the Expansion Area (Suite 100) is as follows:

 Suite 100

 Date

 Rent

 April 1, 2024 – May 31, 2024

 $
 0.00

 June 1, 2024 – March 31, 2025

 $
 16,770.83

 April 1, 2025 – March 31, 2026

 $
 17,273.96

 April 1, 2026 – March 31, 2027

 $
 17,792.18

 April 1, 2027 – March 31, 2028

 $
 18,325.94

 April 1, 2028 – March 31, 2029

 $
 18,875.72

 April 1, 2029 – May 31, 2029

 $
 19,441.99

 Under the Second Amendment to the Second 58 th Lease, Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs. Pursuant to the Second Amendment to the Second 58 th Lease, Lifted is required to remit an additional security deposit of $27,741.51 to Ladi for the Second 58 th Lease, bringing the total security deposit paid to Ladi for the Second 58 th Lease to $ 34,141.51. The additional security deposit of $ 27,741.51 was paid on April 4, 2024.

 The effectiveness of the Second Amendment to the Second 58 th Lease was contingent upon the successful execution of all three of the following documents:

 (i)

 the Lease Termination Agreement dated March 18, 2024, by and between Ladi and Lifted for Lifted's leased space located at 8920 58th Place, Suite 850, Kenosha, Wisconsin 53144 (the "8920 Suite 850 Termination Agreement"),

 (ii)

 the Lease Termination Agreement dated March 18, 2024, by and between Ladi and Lifted for Lifted's leased space located at 9560 58th Place, Suite 360, Kenosha, Wisconsin 53144 (the "the 9560 Suite 360 Termination Agreement"), and

 (iii)

 the Lease Termination Agreement dated March 18, 2024, by and between Ladi and a third party that currently leases the space located at 8910 58th Place, Suite 100, Kenosha, Wisconsin 53144 (the "8910 Suite 100 Termination Agreement").

 These contingencies were met on or about March 27, 2024.

 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"). Subsequent to Lifted entering into the Third 58 th Lease, the property was sold to Ladi; Ladi thereafter was Lifted's landlord, until the Third 58th Lease was terminated as of midnight on March 31, 2024 in conjunction with Lifted entering into the Second Amendment to the Second 58th Lease (defined above) on March 25, 2024. The terms and conditions of the Second Amendment to the Second 58th Lease are described above in the section "Second Amendment to the Second 58th Lease" under " Lease of Space Located at 8910 58th Place, Suites 600 and 700, Kenosha, Wisconsin 53144 ".

 Prior to the termination of the Third 58th Lease, the Third 58 th Lease was used for manufacturing, as well as 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 was five years from the Commencement Date, ending on June 30, 2027, unless extended or earlier terminated in accordance with the Lease. While extensions were not prohibited, Lifted did 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 leased approximately 6,132 square feet of space and paid 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 was also responsible for paying its proportionate share of real estate taxes and other operating costs. This lease was accounted for as an operating lease.

 Date

 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 was terminated as of June 30, 2024. Prior to the termination of the sublease, the sublease cost $ 3,000 per month, plus supplemental lease related charges such as real estate taxes and common expenses of the property that were 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. Thereafter, until it was terminated, the sublease operated on a month-to-month basis. The purpose of the sublease was 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 was Lifted's former Chief Strategy Officer. The sublease was structured so that the sublessor's lease payment obligations to the landlord were passed on to Lifted on a dollar-for-dollar basis, such that the sublessor did not realize a cashflow profit or loss from the sublease.

 Since the term was less than twelve months, this lease was not recorded on the Consolidated Balance Sheet, and lease expense was recognized on a straight-line basis over the lease term.

 Lease of Space Located at 5732 95th Avenue, Suites 100, 200 and 300, Kenosha, Wisconsin 53144

 On November 28, 2022, Lifted entered into a lease agreement with Ladi for commercial space located at 5732 95th Avenue, Suite 200 and 300, Kenosha, WI 53144 (the "5732 Lease"). The 5732 Lease is used for Lifted's gummy manufacturing operations.

 The 5732 Lease commenced on February 1, 2023. The initial term of the 5732 Lease extends approximately five years (sixty-one months) from February 1, 2023 to 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 leases approximately 4,657 square feet of space. Lifted was not required to pay any base square foot charge during February 2023. Lifted is responsible for paying its proportionate share of real estate taxes and other operating costs. Prior to the First Amendment to the 5732 Lease, as described below, the base monthly rent under the 5732 Lease was as follows:

 Date

 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

 First Amendment to the 5732 Lease

 Effective April 1, 2023 (the "Expansion Date"), the 5732 Lease was amended (the "First Amendment to the 5732 Lease") to expand the square footage of the leased space to include an additional 2,668 square feet of space located at 5732 95 th Avenue, Suite 100, Kenosha, Wisconsin 53144 (the "Expansion Area").

 Commencing on the Expansion Date, the base monthly rent for the Expansion Area is:

 Date

 Rent

 April 1, 2023 – January 31, 2024

 $
 1,945.42

 February 1, 2024 – January 31, 2025

 $
 2,023.23

 February 1, 2025 – January 31, 2026

 $
 2,104.16

 February 1, 2026 – January 31, 2027

 $
 2,188.33

 February 1, 2027 – January 31, 2028

 $
 2,275.86

 February 1, 2028 – February 29, 2028

 $
 2,366.90

 Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs.

 The 5732 Lease and the First Amendment to the 5732 Lease are accounted for as a single operating lease.

 Lease of Space Located at 16178 US Hwy 550, Aztec, New Mexico

 Pursuant to the terms of the Oculus Merger Agreement, upon the closing of the Merger, Lifted assumed Oculus' lease of office and operational space at 16178 US Hwy 550, Aztec, New Mexico (the "Aztec Lease"). The Aztec Lease included a shop building of approximately 4,800 square feet and adjacent fenced parking area. The term of the Aztec Lease was one year, commencing on December 1, 2022 and ending on November 30, 2023, continuing month-to-month thereafter until terminated. The base lease payment was $3,850 per month. All monthly payments were due and payable in advance on the first day of each month. Lifted was also required to pay taxes, insurance and certain maintenance costs of the Aztec Lease. The Aztec Lease was accounted for as an operating lease. The Aztec Lease was terminated on May 7, 2024.

 Lease of Space Located at 789 Tech Center Drive, Unit C, Durango, Colorado 81301

 On February 27, 2024, Lifted entered into a lease agreement with CR Properties, LLC, ("CR") for office, manufacturing and warehouse space located at 789 Tech Center Drive, Unit C, Durango, Colorado 81301 (the "789 Tech Lease").

 The initial term of the 789 Tech Lease commenced on March 1, 2024, and will end on February 28, 2025 ("Initial Term"). After the Initial Term, Lifted and CR may renegotiate the lease.

 Under the terms of the 789 Tech Lease, Lifted leases a total of approximately 2,205 square feet of space. During the Initial Term, Lifted shall pay CR base annual rent of $30,000, payable in equal monthly installments of $2,500. In addition, as part of the 789 Tech Lease, Lifted paid CR a $5,000 security deposit.

 In addition to the base monthly rent, Lifted is also responsible for paying its proportionate share of real estate taxes and other operating costs.

 Since the Initial Term is 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.

 As described in NOTE 14 – SUBSEQUENT EVENTS, the Initial Term of the 789 Tech Lease ended on February 28, 2025. On February 28, 2025, Lifted signed an agreement to lease the space located at 789 Tech Center Drive, Unit C, Durango, Colorado 81301 on a month-to-month basis from March 1, 2025 until May 31, 2025. Lifted is uncertain whether or not an extension beyond May 31, 2025 will be entered into.

 Third Party Facilities

 From time to time, the Company maintains inventory at third party facilities around the USA.

 Balance Sheet Classification of Operating Lease Assets and Liabilities

 Asset

 Balance
 Sheet Line

 2024

 Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $226,646

 Non-Current Assets

 $
 1,119,434

 Liability

 Balance
 Sheet Line

 2024

 Operating Lease Liabilities

 Current Liabilities

 $
 224,460

 Non-Current Liabilities

 937,988

 Lease Costs

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

 For the Twelve Months Ended

 Lease Cost:

 2024

 2023

 2022

 Finance lease expense:

 Amortization of Right-of-Use Assets

 $
 -

 $
 41,226

 $
 46,273

 Interest on lease liabilities

 -

 85,873

 70,507

 Operating lease expense

 305,587

 210,626

 115,239

 Total

 $
 305,587

 $
 337,725

 $
 232,019

 Weighted Average Discount Rate

 In calculating the right-of-use assets and liabilities, the Company uses a discount rate based on a published range of conventional commercial mortgage interest rates corresponding to the life of each lease. The Company uses the higher end of the range due to the Company's limited credit history. The Company's weighted average discount rate for all its right-of-use liabilities as of the end of the reported period is 9.65%.

 Maturity Analysis

 The following table is the maturity analysis of the Company's operating and finance leases as of the reported period end.

 Maturity Analysis as of December 31, 2024:

 Finance

 Operating

 2025

 $
 -

 $
 327,062

 2026

 -

 337,567

 2027

 -

 348,411

 2028

 -

 294,626

 2029

 -

 119,967

 Thereafter

 -

 -

 Total

 -

 1,427,634

 Less: Present value discount

 -

 ( 265,186
)

 Lease liability

 $
 -

 $
 1,162,449

 Allocation of a Portion of Lease Expense to Finished Goods

 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.

 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 former Chief Strategy Officer (the "CSO"), who worked for Lifted from July 1, 2021 through April 30, 2024, had been hired to develop and implement certain important strategies to assist Lifted's efforts to increase its production, fulfillment and sales capabilities. The CSO's two-year agreement with Lifted entitled 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. The CSO's final bonus, for April 2024, was $27,941, and was paid in May 2024. In comparison, at December 31, 2023, the bonus payable to the CSO was $ 688,068; 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.

 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 two pending lawsuits, as the defendant:

 (1)

 Hernandez v Lifted Liquids – Plaintiffs have sued the Company as representatives of a putative class action case in the United States District Court for the Northern District of Illinois. The Complaint alleges that Plaintiffs bought the Company's vape cartridge products and that the delta-9-THC cannabinoid content of those products was underreported. The Complaint alleges that the Company fraudulently misrepresented the nature of the products, breached an implied warranty, and was unjustly enriched. The Company contends that this lawsuit is without merit and intends to vigorously defend the action. The Company has filed a motion to dismiss the complaint which is being briefed by the parties.

 (2)

 Jessie Hooks v. Lifted Made, URB Cannabis, Barry Hollingsworth, Gerard Jacobs, Nicholas Warrender, and Pharmlabs, LLC – Plaintiff had filed suit against the Company, three of its officers, and a testing company in the United States District Court for the Eastern District of Wisconsin alleging that Plaintiff bought 3-4 of the Company's products, that some of the Company's products exceeded legal limitations for hemp, and that all of the Defendants misrepresented the nature of the products. In his Amended Complaint, plaintiff asserted seven causes of action including civil RICO claims and alleged the existence of 1,000 "John Doe" defendants. The Company contended that this lawsuit was without merit and vigorously defended the action. On February 6, 2025, the Court ordered that the RICO claims were dismissed with prejudice, and the other claims were also dismissed. The Court noted that the RICO claims were "borderline frivolous". As described in NOTE 14 – SUBSEQUENT EVENTS, on March 6, 2025, Plaintiff has filed a second amended complaint alleging that the Company misrepresented various products. The Company will continue to vigorously defend against the meritless claims.

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

 (1)

 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.

 (2)

 Lifted Liquids, Inc. v. Chris Hillseth Enterprises Corporation and Ameri-Kal LLC – The Company has filed an action seeking to recover amounts paid for equipment that did not work as represented. The case is in its early stages and the Company intends to pursue the action and recover its damages.

 Lifted is currently in a dispute with one of its former insurance carriers, and there is a possibility that this dispute could result in Lifted filing a lawsuit against such insurance carrier to recover a portion of the premiums paid to such insurance carrier.

 Dismissal of Loree Perry, Individually and on Behalf of All Others Similarly Situated v. Sheikhani Group, et al

 Plaintiff added the Company and four of its officers to a putative class action case against a Texas retailer, several cannabis industry manufacturers, testing companies, and related individuals in the United States District Court for the Eastern District of Texas. The Amended Complaint alleges that Plaintiff bought two of the Company's vape cartridge products and that the delta-9-THC cannabinoid content of those and additional unspecified "many" of the Company's other products was underreported. The Amended Complaint alleges that all of the Defendants misrepresent the nature of their products and are intentionally engaging in ongoing illegal sales. The Amended Complaint asserts seven causes of action including a civil RICO claim and alleges the existence of 1,000 "John Doe" defendants. The Company contends that this lawsuit is without merit and filed a motion to dismiss. As described in NOTE 14 – SUBSEQUENT EVENTS, on March 8, 2025, Plaintiff has moved to voluntarily dismiss the complaint without prejudice to refiling it at a later date.

 Dismissal of Koff v Lifted Made

 A disgruntled former Lifted employee had filed an action with the Wisconsin Department of Workforce Development claiming discrimination and retaliation. On November 13, 2023, Lifted received a letter dated November 6, 2023 from the State of Wisconsin Department of Workforce Development ("Department"). The letter stated that the Department had dismissed the case Koff v Lifted Made.

 Settlement Agreement with Girish GPO, Inc.

 On November 9, 2023, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: Lifted Liquids, Inc. v. Girish GPO, Inc., Girish Ray, and the Law Offices of Saul Roffe. The Company had 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 by the Law Offices of Saul Roffe. The Company also sought 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 $ 30,000 default judgment against the Law Offices of Saul Roffe and is attempting to collect on the judgment. The action against Girish GPO has been resolved with the Girish defendants agreeing to pay the Company $ 34,000 over time.

 Settlement Agreement With Dev Distribution, LLC

 On October 9, 2023, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: Lifted Liquids, Inc. v. DEV Distribution, LLC, No, DC-22-15080. In October 2022, Lifted filed an action against Dev Distribution LLC ("Dev"), a vendor who had failed to deliver certain products that Lifted had purchased for $263,938. Dev filed a counterclaim alleging breach of contract. In October 2023, the parties settled the litigation and agreed to mutual releases and dismissal of the lawsuit in exchange for Dev paying $230,000 and providing certain equipment and product.

 Amendment to Settlement With Dev Distribution, LLC

 On April 1, 2024, the Company entered into an Addendum to Settlement Agreement and Mutual Release ("Addendum") with Dev. Under the Addendum, the total consideration to be paid by Dev has been increased from $230,000 to $ 240,000, and the end date of the monthly settlement payment schedule ("Monthly Payments") has been extended from the earlier of May 1, 2024 or the closing date of Dev's sale of its assets, of the sale of some or all of the membership interests owned by its current members, or of obtaining a loan or other cash infusion (a "Cash Event"), to the earlier of April 10, 2025, or the date of a Cash Event. Similar to the original Settlement Agreement and Mutual General Release, in the event of a Cash Event, Dev shall be obligated to contemporaneously pay Lifted $ 240,000 less any Monthly Payments made by Dev to Lifted up to the point of such Cash Event.

 Settlement Agreement With Edgar Martha

 On May 25, 2023, Lifted entered into a settlement agreement that was mutually acceptable to the parties which has resolved the following lawsuit: Martha, Edgar v. Lifted Liquids. Mr. Edgar Martha, who worked in Lifted's production facility, had sued Lifted in regard to an alleged chemical burn. In May 2023, the parties settled the litigation and agreed to mutual releases and dismissal of the lawsuit in exchange for $5,000 paid by Lifted to Mr. Martha.

 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.

 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 future company-wide bonus pools on a dollar-for-dollar basis. The Company did not report any company-wide bonus pool expense during the year ended December 31, 2024.

 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 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:

 2024

 2023

 2022

 Current

 Domestic-Federal

 $
 ( 2,207
)

 $
 547,506

 $
 1,787,793

 Domestic-State

 10,335

 ( 117,495
)

 719,490

 Franchise taxes

 12,063

 51,150

 46,243

 Foreign

 -

 -

 -

 20,191

 481,161

 2,553,526

 Deferred

 Domestic-Federal

 ( 432,740
)

 90,482

 190,517

 Domestic-State

 ( 111,876
)

 26,422

 53,612

 Foreign

 -

 -

 -

 ( 544,616
)

 116,904

 244,129

 Total Provision/(Benefit) for Income Taxes

 $
 ( 524,425
)

 $
 598,065

 $
 2,797,655

 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.

 A reconciliation of the amount of tax provision (benefit) computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows:

 2024

 2023

 2022

 Domestic-Federal

 $
 ( 502,723
)

 $
 568,244

 $
 2,098,733

 State taxes, net of federal benefit

 ( 130,141
)

 143,498

 641,946

 Non-deductible expenses

 70,450

 145,095

 ( 1,291
)

 Franchise taxes

 12,063

 51,150

 46,243

 Revision of prior years' provision to return filing

 26,253

 ( 316,097
)

 ( 2,938
)

 Change in estimated future income tax rates

 ( 13,129
)

 116,289

 ( 39,355
)

 Change in valuation allowance

 13,382

 ( 112,536
)

 40,465

 Other

 ( 581
)

 2,423

 13,851

 Total Provision/(Benefit) for Income Taxes

 $
 ( 524,425
)

 $
 598,065

 $
 2,797,655

 Deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows:

 2024

 2023

 Deferred Tax Assets:

 Stock-Based Compensation

 $
 2,780,165

 $
 2,766,156

 Operating Loss Carry forwards

 434,921

 -

 Sales Allowances

 80,371

 167,051

 Spoiled and Written-Off Inventory

 -

 9,839

 Accrued Related Party Expenses

 1,036

 Allowance for Doubtful Accounts

 225,588

 98,746

 Lease Liabilities

 14,676

 4,918

 Interest Carryforward

 54,790

 -

 Less: Valuation allowance for stock-based compensation

 ( 2,655,721
)

 ( 2,642,339
)

 Total Deferred Tax Assets

 935,105

 405,407

 Deferred Tax Liabilities:

 Depreciation & Amortization

 ( 419,971
)

 ( 425,536
)

 Goodwill

 -

 ( 9,353
)

 Total Deferred Tax Liabilities

 ( 419,971
)

 ( 434,889
)

 Net Deferred Tax Assets/(Liabilities)

 $
 515,134

 $
 ( 29,482
)

 NOTE 14 – SUBSEQUENT EVENTS

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

 Dismissal of Loree Perry, Individually and on Behalf of All Others Similarly Situated v. Sheikhani Group, et al

 Plaintiff added the Company and four of its officers to a putative class action case against a Texas retailer, several cannabis industry manufacturers, testing companies, and related individuals in the United States District Court for the Eastern District of Texas. The Amended Complaint alleges that Plaintiff bought two of the Company's vape cartridge products and that the delta-9-THC cannabinoid content of those and additional unspecified "many" of the Company's other products was underreported. The Amended Complaint alleges that all of the Defendants misrepresent the nature of their products and are intentionally engaging in ongoing illegal sales. The Amended Complaint asserts seven causes of action including a civil RICO claim and alleges the existence of 1,000 "John Doe" defendants. The Company contends that this lawsuit is without merit and filed a motion to dismiss. O n March 8, 2025, Plaintiff has moved to voluntarily dismiss the complaint without prejudice to refiling it at a later date.

 Jessie Hooks v. Lifted Made, URB Cannabis, Barry Hollingsworth, Gerard Jacobs, Nicholas Warrender, and Pharmlabs, LLC

 Plaintiff had filed suit against the Company, three of its officers, and a testing company in the United States District Court for the Eastern District of Wisconsin alleging that Plaintiff bought 3-4 of the Company's products, that some of the Company's products exceeded legal limitations for hemp, and that all of the Defendants misrepresented the nature of the products. In his Amended Complaint, plaintiff asserted seven causes of action including civil RICO claims and alleged the existence of 1,000 "John Doe" defendants. The Company contended that this lawsuit was without merit and vigorously defended the action. On February 6, 2025, the Court ordered that the RICO claims were dismissed with prejudice, and the other claims were also dismissed. The Court noted that the RICO claims were "borderline frivolous". On March 6, 2025, Plaintiff has filed a second amended complaint alleging that the Company misrepresented various products. The Company will continue to vigorously defend against the meritless claims.

 Director Kevin Rocio appointed as the new Chair of the Nominating Committee of the Board of Directors

 On February 18, 2025, director Kevin J. Rocio was appointed as the new Chair of the Nominating Committee of the Board of Directors, replacing Richard E. Morrissy.

 Signing of Letters of Intent

 On February 19, 2024, LFTD Partners, Lifted, and several of their affiliates as set out below, entered several letters of intent (each an "LOI") outlining several proposed mergers or acquisitions with various target companies in different industries. Below is a breakdown of the key terms and provisions of the LOIs.

 (1) Letter of Intent to Acquire Sustainable Innovations Inc. and its Marijuana Subsidiaries

 LIFD, Lifted, Gerard M. Jacobs ("GMJ"), Nicholas S. Warrender ("NSW"), William C. Jacobs ("WCJ"), Sustainable Innovations Inc., an Illinois corporation ("SI"), Sustainable Craft Grow #1, LLC, an Illinois limited liability company ("SCG1"), Sustainable Transporter #1, LLC, an Illinois limited liability company ("ST1"), Sustainable Transporter #2, LLC, an Illinois limited liability company ("ST2"), Illinois Kindness Four, LLC, an Illinois limited liability company ("IK4"), L. John Murray ("JM") and Erik Carlson ("EC") entered into a Letter of Intent - SI and Marijuana Subsidiaries dated as of February 19, 2025 (the "LOI - SI and Marijuana Subsidiaries"), pursuant to which, at a closing (the "Marijuana Subsidiaries Closing"):

 (a) a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in SCG1, which at the Marijuana Subsidiaries Closing is to own Illinois Cannabis Craft Grow License number 2206010102-CG (the "Craft Grow License"), for merger consideration consisting of 1,985,811 unregistered shares of common stock of LIFD ("LIFD Shares"), pursuant to a mutually acceptable merger agreement which shall include a certified list of SCG1's licenses, assets, liabilities and contracts acceptable to LIFD;

 (b) a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in ST1, which at the Marijuana Subsidiaries Closing is to own Illinois Cannabis Transport License number 2107150140-TR ("Transport License #1"), for merger consideration consisting of 66,194 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of ST1's licenses, assets, liabilities and contracts acceptable to LIFD;

 (c) a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in ST2, which at the Marijuana Subsidiaries Closing is to own Illinois Cannabis Transport License number 2107150187-TR ("Transport License #2"), for merger consideration consisting of 66,194 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of ST2's licenses, assets, liabilities and contracts acceptable to LIFD; and

 (d) a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in IK4, which at the Marijuana Subsidiaries Closing is to own Illinois Cannabis Infuser License number 2108011034-IN (the "IK Infuser License") and certain inventory, for merger consideration consisting of 463,356 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of IK4's licenses, assets, liabilities and contracts acceptable to LIFD.

 The Marijuana Subsidiaries Closing shall be subject to a number of conditions precedent being fulfilled on or prior to the date of the Marijuana Subsidiaries Closing (the "Marijuana Subsidiaries Closing Date"):

 (e) SI shall transfer ownership of the Craft Grow License to SCG1, SI shall transfer ownership of Transport License #1 to ST1, SI shall transfer ownership of Transport License #2 to ST2, and Illinois Kindness Three, LLC ("IK3") shall transfer ownership of the IK Infuser License and certain inventory to IK4; and IK3 shall transfer certain equipment to TMD Ventures, LLC, a Pennsylvania limited liability company ("TMD");

 (f) IK3 shall receive full payment of both certain license debt and certain equipment debt totaling slightly more than $ 730,000 (collectively the "License and Equipment Debt");

 (g) The merger agreements and all of the other transactions contemplated by the LOI - SI and Marijuana Subsidiaries shall have obtained all necessary approvals, including: approval by a majority of the LIFD Board; unanimous approval by each of the owners, board of directors and managers of the entities being acquired; and approval by LIFD's lender, Surety Bank of DeLand, Florida;

 (h) all necessary securities filings shall have been filed with, and any necessary approvals shall have been obtained from, the U.S. Securities and Exchange Commission ("SEC");

 (i) Any needed audits and audit opinion letters associated with the mergers shall have been delivered by Fruci to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion;

 (j) all necessary approvals of or consents to the Illinois Cannabis License transfers contemplated by the LOI - SI and Marijuana Subsidiaries, to the mergers, or to the executives, directors or stockholders of LIFD or its subsidiaries, shall have been obtained from the State of Illinois and its departments and agencies, and from any other governmental bodies having any approval rights thereof;

 (k) LIFD shall have received a written plan, accompanied by an approving legal opinion, regarding the lawful maintenance of the social equity status of SI, SCG1, ST1, ST2 and IK4 during the periods before and after the Marijuana Subsidiaries Closing Date, and such plan and legal opinion shall be acceptable to LIFD in its discretion; and

 (l) SI and IK3 shall have entered into a Pre-Closing Agreement, and such Pre-Closing Agreement shall be acceptable to LIFD in its discretion. Pursuant to such Pre-Closing Agreement: IK3 shall transfer ownership of the IK Infuser License and certain inventory to IK4; IK3 shall transfer ownership of certain equipment to TMD; and all contractual and financial obligations owed by SI to IK3 pursuant to certain agreements shall terminate, excepting only IK3's right to receive full payment of the License and Equipment Debt on or prior to the Marijuana Subsidiaries Closing Date.

 SCG1, ST1, ST2 and IK4 have not yet engaged in any business, and as of the Marijuana Subsidiaries Closing Date they shall not yet have engaged in any business.

 Both prior to and after the Marijuana Subsidiaries Closing Date, SI shall own Illinois Cannabis Infuser License number 2108011014-IN (the "SI Infuser License"). SI received a social equity forgivable loan from the Illinois DCEO in the amount of $625,000 in relation to the SI Infuser License (the $625,000 Loan"), and under the terms of the $625,000 Loan, the $625,000 Loan must be repaid by SI in full if SI or the SI Infuser License is transferred to a third party prior to or during the one year period after the $625,000 Loan is forgiven (the "Standstill Period"). Immediately following the end of the Standstill Period (the "SI Purchase Date"), the owners of SI shall sell to LIFD all of the capital stock of SI for an aggregate purchase consideration of $10.00.

 SI has not yet engaged in any business, and, as of the SI Purchase Date, SI shall not yet have engaged in any business.

 SI has already entered into discussions and negotiations with certain third parties related to certain potential marijuana product agreements and arrangements. Prior to the Marijuana Subsidiaries Closing, SI shall use good faith efforts to collaborate with LIFD regarding these discussions and negotiations, SI shall not shop SI or its subsidiaries to potential acquirors other than LIFD, and each of the parties agrees and covenants to use good faith efforts to cause the mergers to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in the LOI - SI and Merger Subsidiaries and in the related merger agreements.

 Either party shall have the unilateral right to terminate the LOI - SI and Merger Subsidiaries, without any payment by or penalty due from any party, if such party in good faith believes that the terms, conditions and requirements that must be met in order for the Merger Subsidiaries Closing to occur cannot reasonably be met on or before March 15, 2025, provided, however, that if one or more of the conditions precedent cannot reasonably be met on or before March 15, 2025, then the parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the Merger Subsidiaries Closing Date to a date after March 15, 2025.

 (2) Letter of Intent to Acquire TMD Ventures, LLC

 LIFD, Lifted, GMJ, NSW, WCJ, SI, TMD, JM, Karim "Joe" Murray ("KM"), and EC entered into a Letter of Intent - TMD dated as of February 19, 2025 (the "LOI - TMD"), pursuant to which, at a closing (the "TMD Closing"), a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in TMD, for merger consideration consisting of 2,000,000 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of TMD's licenses, assets, liabilities and contracts acceptable to LIFD.

 TMD shall own the following asset as of the date of the TMD Closing (the "TMD Closing Date"): A leasehold interest in approximately 18,558 rentable square feet located at 7537 Central Ave., Skokie, IL 60077, pursuant to that certain Lease Agreement dated December 6, 2022 by and between Amy and Connor, LLC, as landlord, and TMD, as tenant (the "Skokie Lease"). As of the TMD Closing Date, the Skokie Lease shall be in full force and effect and legally binding, without any outstanding defaults by TMD (as tenant) thereunder.

 The TMD Closing shall be subject to a number of conditions precedent being fulfilled on or prior to the TMD Closing Date:

 (a) The merger agreement and all of the other transactions contemplated by the LOI - TMD shall have obtained all necessary approvals, including: approval by a majority of the LIFD Board; unanimous approval by each of the owners and managers of TMD; and approval by LIFD's lender, Surety Bank of DeLand, Florida;

 (b) all necessary securities filings shall have been filed with, and any necessary approvals shall have been obtained from, the SEC;

 (c) Any needed audit and audit opinion letter associated with the merger shall have been delivered by Fruci to LIFD, and such audit and opinion letter shall have been acceptable to LIFD in form and substance in its discretion; and

 (d) Any necessary approvals of or consents to the merger, or to the executives, directors or stockholders of LIFD or its subsidiaries, shall have been obtained from the State of Illinois and its departments and agencies, and from any other governmental bodies having any approval rights thereof.

 TMD has not yet engaged in any business, and, as of the TMD Closing Date, TMD shall not yet have engaged in any business.

 TMD has already entered into discussions and negotiations with certain third parties related to certain potential agreements and arrangements. Prior to the TMD Closing, TMD shall use good faith efforts to collaborate with LIFD regarding these discussions and negotiations, TMD shall not shop TMD to potential acquirors other than LIFD, and each of the parties agrees and covenants to use good faith efforts to cause the merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in the LOI - TMD and in the related merger agreement.

 Either party shall have the unilateral right to terminate the LOI - TMD, without any payment by or penalty due from any party, if such party in good faith believes that the terms, conditions and requirements that must be met in order for the TMD Closing to occur cannot reasonably be met on or before March 15, 2025, provided, however, that if one or more of the conditions precedent cannot reasonably be met on or before March 15, 2025, then the parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the TMD Closing Date to a date after March 15, 2025.

 (3) Letter of Intent to Acquire Real Estate Companies

 LIFD, Lifted, GMJ, NSW, WCJ, Sustainable Properties, LLC, an Illinois limited liability company ("SP"), 1221 Research Parkway, LLC, an Illinois limited liability company ("1221"), 2422 N. Main, LLC, an Illinois limited liability company ("2422"), JM, Joshua Gillan ("JG"), and EC entered into a Letter of Intent - Real Estate Companies dated as of February 19, 2025 (the "LOI - Real Estate Companies"), pursuant to which, at a closing (the "SP Closing"), a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in SP, for merger consideration consisting of 763,593 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of SP's assets, liabilities and contracts acceptable to LIFD.

 SP owns 100% of the ownership interests in 1221 and 2422. 1221 owns all of the real estate, building, equipment, fixtures and other improvements located at 1221 Research Parkway, Rockford, IL 61109 (collectively the "1221 Property"). 2422 owns all of the real estate, building, equipment, fixtures and other improvements located at 2422 N. Main Street, Rockford, IL 61103 (the "2422 Property").

 SP, 1221 and 2422 have not engaged in any business, and as of the Closing Date they shall not have engaged in any business.

 The SP Closing shall be subject to a number of conditions precedent being fulfilled on or prior to the date of the SP Closing (the "SP Closing Date"):

 (a) LIFD shall have received clean updated title insurance policies on the 1221 Property and the 2422 Property.

 (b) The merger agreement and all of the other transactions contemplated by the LOI - SP shall have obtained all necessary approvals, including: approval by a majority of the LIFD Board; unanimous approval by each of the owners and managers of SP; and approval by LIFD's lender, Surety Bank of DeLand, Florida. The parties agree that, in order to try to obtain approval of the merger Agreement by Surety Bank, it is likely that LIFD will be required to commit to Surety Bank in a written agreement that if Surety Bank has not approved LIFD's and SP's plan for the development and leasing or joint venturing of the 1221 Property as a marijuana grow facility, as a data center, as a crypto-mining facility, or otherwise, by a particular date, then LIFD and SP will likely be obligated to publicly list the 1221 Property with a nationally recognized broker of industrial buildings for sale, and to complete such sale, as promptly as is commercially feasible.

 (c) all necessary securities filings shall have been filed with, and any necessary approvals shall have been obtained from, the SEC; and

 (d) Any needed audits and audit opinion letters associated with the mergers shall have been delivered by Fruci to LIFD, and such audits and opinion letters shall have been acceptable to LIFD in form and substance in its discretion.

 SP has already entered into discussions and negotiations with certain third parties related to certain potential real estate agreements and arrangements. Prior to the SP Closing, SP shall use good faith efforts to collaborate with LIFD regarding these discussions and negotiations, SP shall not shop SP or its subsidiaries to potential acquirors other than LIFD, and each of the parties agrees and covenants to use good faith efforts to cause the merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in the LOI - Real Estate Companies and in the merger agreement.

 Either party shall have the unilateral right to terminate the LOI - SP, without any payment by or penalty due from any party, if such party in good faith believes that the terms, conditions and requirements that must be met in order for the SP Closing to occur cannot reasonably be met on or before March 15, 2025, provided, however, that if one or more of the conditions precedent cannot reasonably be met on or before March 15, 2025, then the parties shall meet and use good faith efforts in an attempt to fashion a mutually acceptable interim arrangement that would accommodate a delay in the SP Closing Date to a date after March 15, 2025.

 (4) Letter of Intent to Acquire Hemp and Retail Companies

 LIFD, Lifted, GMJ, NSW, WCJ, Sustainable Growers, LLC, an Illinois limited liability company ("SG"), Sustainable Innovations Development Company, LLC, an Illinois limited liability company ("SIDC"), Buckbee Seed Co., LLC, an Illinois limited liability company ("BSC"), Buckbee Seed Company, LLC, SEED II, an Illinois limited liability company ("Mrs. Buckbee's"), Downtown Rockford Restaurant, LLC, an Illinois limited liability company ("District"), Northtown Restaurant, LLC, an Illinois limited liability company ("Half Baked"), JM, EC and Billy Ni ("Ni"), entered into a Letter of Intent - Hemp and Retail dated as of February 19, 2025 (the "LOI - Hemp and Retail") pursuant to which, at a closing (the "SG Closing"), a wholly-owned subsidiary of LIFD will acquire, in a merger, all of the ownership interests in SG, for merger consideration consisting of 2,290,777 unregistered LIFD Shares, pursuant to a mutually acceptable merger agreement which shall include a certified list of SG's assets, liabilities and contracts acceptable to LIFD.

 As of the SG Closing:

 (a) SG will own 100% of the ownership interests in SIDC and BSC;

 (b) BSC will own 100% of the ownership interests in Mrs. Buckbee's, and 50% of the ownership interests in each of District and Half Baked;

 (c) Mrs. Buckbee's will own all rights, titles and interests in the brand names Mrs. Buckbee's and Wake N Bakery, and in the lease (the "Mrs. Buckbee's Lease") of 275 Deane Drive, Rockford, IL 61107, and the Mrs. Buckbee's Lease shall be in full force and effect and legally binding, without any outstanding defaults by Mrs. Buckbee's (as tenant) thereunder;

 (d) District will own all rights, titles and interests in in the brand name District Bar & Grill, and in the lease (the "District Lease") of 205 W. State St., Rockford, IL 61101, and the District Lease shall be in full force and effect and legally binding, without any outstanding defaults by District (as tenant) thereunder; and

 (e) Half Baked will own all rights, titles and interests in the brand name Half Baked Bar, and in the lease (the "Half Baked Lease") of 908 W. Riverside, Rockford, IL 61103, and the Half Baked Lease shall be in full force and effect and legally binding, without any outstanding defaults by Half Baked (as tenant) thereunder.

 The SG Closing shall be subject to a number of conditions precedent being fulfilled on or prior to the date of the SG Closing (the "SG Closing Date"):

 (f) The merger agreement and all of the other transactions contemplated by the LOI - SG shall have obtained all necessary approvals, including: approval by a majority of the LIFD Board; unanimous approval by each of the owners and managers of SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked; and approval by LIFD's lender, Surety Bank of DeLand, Florida;

 (g) all necessary securities filings shall have been filed with, and any necessary approvals shall have been obtained from, the SEC; and

 (h) Fruci shall have audited the financial statements of SG and its subsidiaries for fiscal years 2023 and 2024 in accordance with U.S. generally accepted accounting principles (and potentially, after Fruci has reviewed those companies' financial statements for quarterly periods during 2025), and such audited financial statements and audit opinion letters associated with the merger (collectively the "Audit") shall have been delivered by Fruci to LIFD, all as shall be necessary to allow SG to be acquired by LIFD pursuant to all applicable SEC and FASB rules and regulations, and to allow LIFD to timely file all necessary securities filings with the SEC, and the Audit shall have been acceptable to LIFD in its discretion. SG and its subsidiaries shall use good faith efforts to cause the Audit to be completed as promptly as possible.

 From and after the date of the LOI - SG through the SG Closing Date:

 (i) SG and each of its subsidiaries shall continue to operate in due course and consistently with their historical practices;

 (j) Any and all after-tax free cash flow generated by SG, SIDC, BSC and Mrs. Buckbee's, or generated by BSC's 50% ownership interests in District and Half Baked, shall be deposited by SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked into checking accounts at Surety Bank in the names of SG, SIDC, BSC (in the case of after-tax free cash flow generated by BSC or by BSC's 50% ownership interests in District and Half Baked) and Mrs. Buckbee's, and shall not be otherwise paid out, distributed or dissipated prior to the SG Closing Date; and

 (k) all leases, contracts, agreements, books, records, profit and loss statements, balance sheets, cash flow statements, distribution records, bank statements, borrowings, other material documents, and tax returns, of each of SG, SIDC, BSC, Mrs. Buckbee's, District and Half Baked shall be diligently, accurately and professionally prepared and maintained in accordance with all applicable laws, rules and regulations, and shall be made available for review and copying by LIFD upon reasonable advance notice; and

 (l) SG's executives shall use good faith efforts to facilitate discussions by and among LIFD, SG and Ni, regarding the potential terms and conditions pursuant to which LIFD or its designee might acquire Ni's 50% ownership interests in District and Half Baked.

 SG has already entered into discussions and negotiations with certain third parties related to certain potential agreements and arrangements regarding SG and its subsidiaries, such as the potential for franchising Mrs. Buckbee's. Prior to the SG Closing, SG shall use good faith efforts to collaborate with LIFD regarding these discussions and negotiations, SG shall not shop SG or its subsidiaries to potential acquirors other than LIFD, SG and its subsidiaries shall be operated only in accordance with the ordinary, normal and customary course thereof consistent with past practices or as otherwise contemplated in the LOI - SG, and each of the parties agrees and covenants to use good faith efforts to cause the merger to close as soon as practicable, subject to the fulfillment of all of the terms, conditions and requirements set forth in the LOI - SG and in the merger agreement.

 Either party shall have the unilateral right to terminate the LOI - SG, without any payment by or penalty due from any party, if such party in good faith believes that the terms, conditions and requirements that must be met in order for the SG Closing to occur cannot reasonably be met. Provided, that the parties expressly agree and acknowledge that the timing of completion of the Audit is uncertain, and none of the parties shall use any delay in the timing of completion of the Audit as an excuse to terminate either the LOI - SG or the merger agreement as long as SG and its subsidiaries are using good faith efforts to complete the Audit in a commercially reasonable fashion and time frame.

 (5) Letter of Intent Regarding Boards of Directors and Executives

 LIFD, Lifted, GMJ, NSW, WCJ, JM and EC entered into a Letter of Intent - Boards of Directors and Executives dated as of February 19, 2025 (the "LOI - Boards and Executives").

 As an express inducement to each of the parties to enter into the Letter of Intent - Boards and Executives and the LOI - SI and Marijuana Subsidiaries, the parties agree that:

 (a) Effective on the Marijuana Subsidiaries Closing Date, the Bylaws of LIFD shall be changed to increase the size of the Board of Directors of LIFD (the "LIFD Board") from nine (9) members to ten (10) members, and JM shall be added to the LIFD Board effective as of the completion of the Marijuana Subsidiaries Closing;

 (b) At the Marijuana Subsidiaries Closing, LIFD shall grant to each member of the LIFD Board who is not an employee of LIFD (a "Non-Employee LIFD Board Member") assignable warrants to purchase 50,000 LIFD Shares at an exercise price of $3.25 per LIFD Share and assignable warrants to purchase 50,000 LIFD Shares at an exercise price of $5.00 per LIFD Share, provided that each such warrant: (1) shall contain a so-called "cashless exercise" provision; (2) shall expire if not exercised on or before the seventh anniversary of the Marijuana Subsidiaries Closing Date; and (3) shall not vest and shall not be exercisable unless and until LIFD's audited earnings per share ("EPS") during 2025 or any subsequent calendar year is at or above $0.20 on a fully diluted basis;

 (c) At the Marijuana Subsidiaries Closing, each of the existing employment agreements of GMJ, NSW and WCJ (the "LIFD Executives") with LIFD shall terminate, and each of JM, EC and the LIFD Executives (collectively the "Senior Executives") shall sign a mutually acceptable new five year "rolling" employment agreement with LIFD (individually an "Employment Agreement" and collectively the "Employment Agreements") generally in the same form as the existing employment agreements of the LIFD Executives with LIFD, excepting only as follows:

 (1) The Senior Executives shall serve in the following capacities, respectively:

 GMJ -

 Chairman of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, Chief Executive Officer and Secretary of LIFD, and Secretary of each of LIFD's wholly-owned subsidiaries

 NSW -

 Vice Chairman of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, Chief Operating Officer of LIFD, and Founder and Chief Executive Officer of Lifted

 WCJ -

 Director of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, President, Chief Financial Officer and Treasurer of LIFD, and President and Treasurer of Lifted

 JM -

 Director of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries, and Chief Business Officer and Chief Strategy Officer of LIFD

 EC -

 General Counsel and Chief Compliance Officer of LIFD, who will be invited to attend all meetings of the LIFD Board and of the board of directors or managers of each of LIFD's wholly-owned subsidiaries;

 (2) The annual base salary of NSW shall be $ 500,000. The annual base salaries of each of GMJ, WCJ, JM and EC shall initially be $250,000, provided that immediately following the first calendar quarter in which LIFD's consolidated gross revenue exceeds $20,000,000, then the annual base salaries of each of GMJ, WCJ, JM and EC shall increase to $400,000, and provided further, that immediately following the first calendar quarter in which LIFD's consolidated gross revenue exceeds $25,000,000, then the annual base salaries of each of GMJ, WCJ, JM and EC shall increase to $500,000, and provided further, that if the annual base salary of any of the Senior Executives is ever increased above $500,000, then the annual base salary of each of the other Senior Executives shall automatically also be increased so that none of the Senior Executives has an annual base salary which exceeds the annual base salary of any of the other Senior Executives by more than $100,000;

 (3) The amount of the annual company-wide bonus pool for each of years 2025 and 2026 shall be capped, so that in no event shall the amount of the annual company-wide bonus pool for either 2025 or 2026 decrease LIFD's audited EPS for such year below an EPS of $0.20 on a fully diluted basis, provided that certain previously disclosed overpayments of the annual company-wide bonus pool in regard to calendar year 2022 which were made to certain Lifted employees who are not Senior Executives shall not reduce the calculation of the annual company-wide bonus pool for calendar year 2025 or for any subsequent year, and provided further that nothing in this Section shall be deemed to cap the annual company-wide bonus pool for 2027 or any subsequent year; and

 (4) LIFD shall grant to each of the Senior Executives assignable warrants to purchase 500,000 LIFD Shares at an exercise price of $3.25 per LIFD Share and assignable warrants to purchase 500,000 LIFD Shares at an exercise price of $5.00 per LIFD Share (collectively such Senior Executive's "Warrants"), provided that each of such Senior Executive's Warrants: (i) shall contain a so-called "cashless exercise" provision; (ii) shall expire if not exercised on or before the seventh anniversary of the Marijuana Subsidiaries Closing Date; and (iii) shall not vest and shall not be exercisable unless and until LIFD's audited EPS during 2025 or any subsequent calendar year is at or above $0.20 on a fully diluted basis;

 provided, that:

 (iv) each of the Senior Executives, at his election, may elect to sign his Employment Agreement with a newly formed Illinois corporation ("Senior Executive Corporation") the capital stock of which is owned by such Senior Executive;

 (v) on the Closing Date such Senior Executive Corporation shall merge with and into LIFD (a "Senior Executive Corporation Merger"), with LIFD being the survivor of such Senior Executive Corporation Merger;

 (vi) the merger consideration that shall be paid by LIFD in such Senior Executive Corporation Merger pursuant to which LIFD shall acquire 100% of the capital stock of such Senior Executive Corporation shall consist of one LIFD Share plus such Senior Executive's Warrants described above; and

 (vii) upon the closing of such Senior Executive Corporation Merger, such Employment Agreement shall be legally binding upon LIFD (as employer) and such Senior Executive (as employee), and LIFD shall assume all rights and obligations of such Senior Executive Corporation (as employer) under such Employment Agreement;

 (d) Promptly following the Marijuana Subsidiaries Closing, LIFD shall hire a full-time internal CPA who is a resident of Illinois, who shall be acceptable to and report to LIFD's President and CFO, and who shall be responsible for maintaining the financial books and records and for handling all needed internal accounting functions for the operations of the subsidiaries of LIFD operating in Illinois; and

 (e) At the Marijuana Subsidiaries Closing, the existing Shareholder Agreement among the LIFD Executives shall terminate, and each of the five Senior Executives shall sign a mutually acceptable new Shareholder Agreement in which they shall agree, among other things, following the Closing:

 (1) to nominate, support, agree upon, and vote in favor only of slates of nominees for the LIFD Board, and for the boards of directors and managers of all subsidiaries and affiliates of LIFD (collectively "LIFD Subsidiaries and Affiliates"), who are mutually acceptable to all five of the Senior Executives;

 (2) to propose, request, support, agree upon, accept, assist, facilitate and vote in favor only of base salaries, bonuses and bonus pools, commission agreements, consulting agreements, employment agreements, stock options and warrants, and any other direct or indirect forms of equity or profit participation or compensation, paid or entered into by LIFD and/or by LIFD Subsidiaries and Affiliates, to or for the benefit of any of the Senior Executives, key employees, contractors or consultants of LIFD and/or LIFD Subsidiaries and Affiliates, that are mutually acceptable to all five of the Senior Executives;

 (3) to propose, request, support, agree upon, accept, assist, facilitate and vote in favor only of material corporate agreements and contracts, mergers, purchases, acquisitions and divestitures, plan or arrangement, capital raises, and other lawful corporate transactions or series of transactions of any nature (individually a "Transaction" and collectively "Transactions") involving LIFD and/or LIFD Subsidiaries and Affiliates that are mutually acceptable to all five of the Senior Executives; and

 (4) not to directly or indirectly sell or transfer any right, title or interest in or to some or all of their LIFD stock, stock options or warrants in any Transaction that could or might result in a change of control of LIFD, unless such Transaction is mutually acceptable to all five of the Senior Executives and is approved by a majority of the LIFD Board.

 These transactions described herein, are subject to numerous conditions and risks, including but not limited to the following:

 There is No Assurance That Any of These Transactions Will Close

 There can be no assurance that the proposed acquisitions described above will be completed as currently contemplated, or at all. Each transaction is subject to the satisfaction of various conditions precedent, including regulatory approvals, due diligence, execution of definitive agreements, financial audits, and third-party consents. If any of these conditions are not met, the transactions may be delayed, modified, or terminated, which could adversely impact LIFD's business strategy and shareholder expectations.

 The Acquisitions Are Subject to Extensive Regulatory Approvals and Compliance Risks

 The acquisitions of Sustainable Innovations Inc. and its Marijuana Subsidiaries involve obtaining Illinois Cannabis Licenses, which are subject to strict regulatory oversight. There is no guarantee that the necessary governmental approvals from Illinois state agencies, the SEC, or LIFD's lender will be obtained in a timely manner, or at all. Failure to secure these approvals could prevent the consummation of the transactions or result in additional regulatory burdens, fines, or penalties.

 Stock-Based Consideration Will Result in Significant Dilution to Existing Shareholders

 LIFD intends to issue unregistered shares of common stock as consideration for these acquisitions. The issuance of additional shares will dilute existing shareholders, and if LIFD's stock price declines, the valuation of the acquisitions may become unfavorable to the Company. Furthermore, if recipients of these shares choose to sell their stock in large quantities when they are legally permitted to do so, it could create downward pressure on LIFD's stock price.

 Financial Audit and Due Diligence Risks May Delay or Prevent the Closings

 Each target company must satisfy financial reporting and audit requirements as part of the closing process. If financial statements do not meet SEC standards, or if auditors identify material weaknesses, inconsistencies, or liabilities, it could result in additional delays or a decision not to proceed with the acquisitions. Additionally, any undisclosed financial obligations or liabilities uncovered during due diligence could materially impact LIFD's financial condition.

 Integration of the Acquired Companies May Be Challenging and Costly

 Successfully integrating multiple acquisitions across cannabis, hemp, retail, and real estate will require significant resources and management focus. Risks associated with integration include:

 Aligning corporate cultures and business practices;

 Consolidating financial and operational systems;

 Managing regulatory compliance across multiple industries;

 Retaining key executives and employees from acquired entities. If integration efforts are unsuccessful, LIFD may fail to realize anticipated synergies, resulting in lower-than-expected revenue, increased expenses, and potential impairments to acquired assets.

 LIFD's Expansion into Regulated Cannabis Markets Involves Additional Risks

 The cannabis industry is extremely competitive, with many companies being unprofitable or going bankrupt due to low prices, costly regulations and high taxes on marijuana, an unregulated "black market", and inability to deduct their costs of selling a federally illegal product under section 280E of the Internal Revenue Code. The cannabis industry is also subject to changing federal and state laws. Future regulatory changes could:

 Increase the number of cannabis licenses

 Increase compliance costs

 Restrict business operations

 Impact the ability to obtain or renew cannabis licenses

 Additionally, if federal cannabis laws change, LIFD could face increased scrutiny from financial institutions, lenders, and regulatory agencies, which may affect its ability to conduct business

 The Acquisitions of Real Estate Assets Are Subject to Market and Financing Risks

 LIFD's acquisition of Sustainable Properties, LLC and its associated real estate holdings in Rockford, Illinois involves risks related to property valuation, development, and tenant acquisition. The success of these properties depends on:

 Securing and/or maintaining proper zoning and permits;

 Attracting qualified tenants or buyers;

 Managing maintenance and operational costs.

 Additionally, if LIFD's lender does not approve the transaction, the Company may be required to sell the real estate assets, potentially at a loss.

 Failure to Maintain Social Equity Status Could Trigger a $625,000 Loan Repayment Obligation

 Sustainable Innovations Inc. received a $ 625,000 social equity forgivable loan from the Illinois Department of Commerce and Economic Opportunity relating to an Illinois cannabis infuser license. Under the loan's terms, if SI or that infuser license is transferred before the end of the required "Standstill Period," the loan must be repaid in full. If LIFD proceeds with the acquisition and is required to repay the loan, it could result in an unexpected financial obligation or liability.

 The Company May Be Required to Commit to Selling Certain Acquired Assets

 To obtain lender approval for the acquisition of Sustainable Properties, LLC, LIFD may be required to commit to selling the 1221 Property or other assets if financing terms are not favorable. This could impact LIFD's ability to execute its long-term real estate strategy.

 Macroeconomic and Industry-Specific Risks Could Impact Business Operations

 The success of the acquired companies depends on broader economic conditions, industry competition, and consumer trends. Risks include:

 Volatility in cannabis and hemp markets;

 Potential oversupply in cannabis cultivation;

 Fluctuations in commercial real estate values;

 Changes in consumer preferences in the retail and food & beverage sectors.

 If market conditions deteriorate, LIFD's growth strategy and financial performance could be adversely affected.

 Durango Lease

 Lifted's lease of the space located at 789 Tech Center Drive, Unit C Durango, Colorado (the "Durango Space") ended on February 28, 2025. On February 28, 2025, Lifted signed an agreement to lease the Durango Space on a month-to-month basis from March 1, 2025 until May 31, 2025. Lifted is uncertain whether or not an extension beyond May 31, 2025 will be entered into.