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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

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

 

For the quarterly period ended June 30, 2023

 

OR

 

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

 

For the transition period from                   to                  

 

Commission file number: 000-54231

 

AMERICANN, INC

(Exact name of registrant as specified in its charter)

 

Colorado

27-4336843

(State or other jurisdiction of incorporation or

organization)

(IRS Employer Identification No.)

   

1555 Blake Street, Unit 502

Denver, CO

80202

(Address of principal executive offices)

(Zip Code)

 

(303) 862-9000

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

     

None

N/A

N/A

 

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 a checkmark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of August 10, 2023, the registrant had 24,391,961 shares of common stock outstanding.

 

 

 

 

 

AMERICANN, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

   

PAGE

NO.

PART I FINANCIAL INFORMATION

 
     

Item 1.

Unaudited Financial Statements:

 
 

Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022

3

 

Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2023 and 2022

4

 

Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended June 30, 2023 and 2022

5

 

Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2023 and 2022

6

 

Notes to Consolidated Financial Statements

7

     

Item 2.

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

14

     

Item 4.

Controls and Procedures

17

     

PART II OTHER INFORMATION

 
     

Item 6.

Exhibits

18

     

SIGNATURES

19

 

 

2

 

 

 

PART I:  FINANCIAL INFORMATION

 

ITEM 1.      UNAUDITED FINANCIAL STATEMENTS

 

 

AMERICANN, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   

June 30, 2023

   

September 30, 2022

 
                 
Assets                
Current Assets:                

Cash and cash equivalents

  $ 1,391,962     $ 1,341,127  

Restricted cash

    9,967       9,967  

Tenant receivable

    219,806       251,462  

Prepaid expenses and other current assets

    23,333       62,766  

Note receivable

    8,779       43,185  

Total current assets

    1,653,847       1,708,507  
                 

Construction in progress

    371,682       338,977  

Property and Equipment, net

    6,517,067       6,611,961  

Operating lease - right-of-use asset

    6,726,237       6,778,085  

Total assets

  $ 15,268,833     $ 15,437,530  
                 
Liabilities and Stockholders' Equity                
Current Liabilities:                

Accounts payable and accrued expenses

  $ 79,675     $ 193,170  

Accounts payable - related party

    -       82,500  

Interest payable (including $0 and $4,303 to related parties)

    40,686       53,964  

Other payables

    8,008       8,612  

Operating lease liability, short term

    11,967       11,283  

Notes payable (net of unamortized discounts of $16,235 and $162,353)

    4,483,765       4,337,647  

Notes payable

    -       150,000  

Total current liabilities

    4,624,101       4,837,176  
                 

Note payable - related party

    581,646       581,646  

Operating lease liability, long term

    4,207,532       4,216,596  
                 

Total liabilities

    9,413,279       9,635,418  
                 
Commitments and contingencies - see Note 7                
                 
Stockholders' Equity:                

Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding

    -       -  

Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 issued and outstanding as of June 30, 2023 and September 30, 2022, respectively

    2,439       2,439  

Additional paid in capital

    25,558,362       25,558,362  

Accumulated deficit

    (19,705,247 )     (19,758,689 )

Total stockholders' equity

    5,855,554       5,802,112  
                 

Total liabilities and stockholders' equity

  $ 15,268,833     $ 15,437,530  

 

See accompanying notes to unaudited consolidated financial statements.

 

3

 

 

AMERICANN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   

Three months Ended June 30,

   

Nine months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 
                                 

Rental income

  $ 582,881       797,734     $ 2,066,053       1,708,781  

Rental income - related party

    -       -       -       407,264  

Cost of revenues

    -       12,000       13,615       33,950  

Gross profit

    582,881       785,734       2,052,438       2,082,095  
                                 
Operating expenses:                                

Advertising and marketing

    646       9,968       6,017       33,106  

Professional fees

    73,509       71,226       277,361       282,462  

General and administrative expenses

    380,060       378,131       1,163,323       1,623,620  

Total operating expenses

    454,215       459,325       1,446,701       1,939,188  

Income (loss) from operations

    128,666       326,409       605,737       142,907  
                                 
Other income (expense):                                

Interest income

    578       1,822       3,374       8,502  

Interest expense

    (185,169 )     (152,445 )     (555,669 )     (458,309 )

Interest expense - related party

    -       (13,052 )     -       (39,154 )

Total other income (expense)

    (184,591 )     (163,675 )     (552,295 )   $ (488,961 )
                                 

Net income (loss)

  $ (55,925 )   $ 162,734     $ 53,442     $ (346,054 )
                                 

Basic and diluted income (loss) per common share

  $ (0.00 )   $ 0.01     $ 0.00     $ (0.01 )
                                 

Weighted average common shares outstanding

    24,391,961       24,391,961       24,391,961       24,333,911  

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

 

 

AMERICANN, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

(unaudited)

 

   

Preferred Stock

   

Common Stock

   

Paid In

   

Accumulated

         
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Total

 
                                                         

Balances, September 30, 2021

    -     $ -       24,196,310     $ 2,420     $ 25,093,435     $ (19,585,445 )   $ 5,510,410  

Net loss

    -       -       -       -       -       (533,028 )     (533,028 )

Stock issued for services

    -       -       195,651       19       89,981       -       90,000  

Extension of warrants

    -       -       -       -       374,946       -       374,946  

Balances, December 31, 2021

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (20,118,473 )   $ 5,442,328  

Net loss

    -       -       -     $ -     $ -       24,240       24,240  

Balances, March 31, 2022

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (20,094,233 )   $ 5,466,568  

Net income

    -       -       -       -       -       162,734       162,734  

Balances, June 30, 2022

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,931,499 )   $ 5,629,302  
                                                         
                                                         
                                                         
                                                         

Balances, September 30, 2022

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,758,689 )   $ 5,802,112  

Net income

    -       -       -       -       -       22,745       22,745  

Balances, December 31, 2022

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,735,944 )   $ 5,824,857  

Net income

    -       -       -       -       -       86,622       86,622  

Balances, March 31, 2023

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,649,322 )   $ 5,911,479  

Net income

    -       -       -       -       -       (55,925 )     (55,925 )

Balances, June 30, 2023

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,705,247 )   $ 5,855,554  

 

See accompanying notes to unaudited consolidated financial statements. 

 

5

 

 

 

AMERICANN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   

Nine Months Ended June 30,

 
   

2023

   

2022

 
Cash flows from operating activities:                

Net income (loss)

  $ 53,442     $ (346,054 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

               

Depreciation and amortization

    341,355       337,442  

Amortization of right of use assets

    51,848       51,216  

Stock based compensation and warrants revaluation expense

    -       374,946  

Stock issued for services

    -       90,000  

Amortization of debt discount

    146,118       77,929  

Changes in operating assets and liabilities:

               

Tenant receivable

    31,656       -  

Tenant receivable - related party

    -       (34,558 )

Prepaid expenses

    39,433       (56,805 )

Accounts payable and accrued expenses

    (113,495 )     17,163  

Operating lease liability

    (8,380 )     (7,746 )

Accounts payable - related party

    (82,500 )     (15,000 )

Interest payable

    (13,278 )     (3,058 )

Interest payable - related party

    -       4,446  

Other payables

    (604 )     (5,428 )

Net cash flows provided by operations

    445,595       484,493  
                 
Cash flows from investing activities:                

Additions to construction in progress

    (32,705 )     (222,312 )

Additions to property and equipment

    (246,461 )     -  

Payments received on notes receivable

    34,406       26,876  

Net cash flows (used in) investing activities

    (244,760 )     (195,436 )
                 
Cash flows from financing activities:                

Principal payments on notes payable

    (150,000 )     -  

Net cash flows (used in) financing activities

    (150,000 )     -  
                 

Net change in cash, cash equivalents, and restricted cash

    50,835       289,057  
                 

Cash, cash equivalents, and restricted cash at beginning of period

    1,351,094       706,369  
                 

Cash, cash equivalents, and restricted cash at end of period

  $ 1,401,929     $ 995,426  
                 
                 
                 
                 
Supplementary Disclosure of Cash Flow Information:                
                 

Cash paid for interest

  $ 422,829     $ 418,145  

Cash paid for income taxes

  $ -     $ -  

 

See accompanying notes to unaudited consolidated financial statements.   

 

6

 

 

AMERICANN, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

AmeriCann, Inc. ("the Company", “we”, “our” or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022.

 

The Company designs, develops, leases and plans to operate state-of-the-art cannabis cultivation, processing and manufacturing facilities.

 

The Company's activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations.

 

Basis of Presentation

 

The (a) consolidated balance sheet as of September 30, 2022, which has been derived from audited financial statements, and (b) the unaudited financial statements as of and for the nine months ended June 30, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 29, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

 

Significant Accounting Policies

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows:

 

   

June 30, 2023

   

September 30, 2022

 
                 

Cash and cash equivalents

  $ 1,391,962     $ 1,341,127  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 1,401,929     $ 1,351,094  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts.

 

7

 

 

Property and Equipment, net

 

Property and equipment are stated at cost. Depreciation of property and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property and equipment consist of:

 

   

June 30, 2023

   

September 30, 2022

 
                 
                 

Buildings and improvements

  $ 7,854,548     $ 7,608,087  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Total

    8,206,888       7,960,427  

Accumulated depreciation

    (1,689,821 )     (1,348,466 )

Property and equipment, net

  $ 6,517,067     $ 6,611,961  

 

Depreciation expense for the nine months ended June 30, 2023 and June 30, 2022 amounted to $341,355 and $337,442.

 

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

 

 

 

NOTE 2. GOING CONCERN 

 

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $19,705,247 and $19,758,689 at June 30, 2023 and September 30, 2022, respectively. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management may raise additional funds through the sale of its securities or borrowings from third parties.

 

8

 

 

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

 

NOTE 3. NOTE RECEIVABLE

 

Notes and other receivables as of June 30, 2023 and September 30, 2022, consisted of the following:

 

   

June 30, 2023

   

September 30, 2022

 
                 

Note receivable from BASK, interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023.

  $ 8,779     $ 43,185  
                 
Total   $ 8,779     $ 43,185  

 

 

NOTE 4.  NOTES PAYABLE

 

Unrelated

 

On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bore interest at the rate of 11% per year, was due and payable on August 2, 2022 and was secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”).

 

The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice to the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily trading volume of the Company’s common stock during the twenty trading days was at least 150,000 shares.

 

The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expire on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note.

 

The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.

 

9

 

 

On December 4, 2020, the loan was modified and increased by $500,000 and the maturity date of the loan was extended to August 1, 2023. In July 2023, the maturity date was further extended to December 1, 2023 (see Note 10). All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.

 

At June 30, 2023, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $16,235. All debt discounts are being amortized on a straight-line basis over the term of the modified note. Amortization expense related to the debt discounts was $146,118 and $77,929 for the nine months ended June 30, 2023 and 2022, respectively. See Note 10.

 

The modified note is secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”).

 

February 2018 Convertible Note Offering

 

On February 12, 2018, the Company sold convertible notes in the principal amount of $810,000 to a group of accredited investors. The notes were unsecured and bore interest at 8% per year. On October 12, 2020, this remaining note was extended to mature on December 31, 2021. On December 15, 2021, the remaining note of $150,000 was extended to mature on December 31, 2022. On October 5, 2022, the Company paid $159,140 to fully repay the $150,000 note including $9,140 of interest. At June 30, 2023 and September 30, 2022, the outstanding principal on this note was $0 and $150,000, respectively.

 

Related Party

 

SCP. On September 30, 2019, we entered into an amended note with Strategic Capital Partners, LLC (“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023.

 

Accrued interest on the note was $0 and $4,303 at June 30, 2023 and September 30, 2022, respectively.

 

At June 30, 2023 and September 30, 2022, the outstanding principal on this note was $581,646.

 

During the year ended September 30, 2022, the Company also incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2022, $82,500 remained unpaid. During the nine months ended June 30, 2023, the Company incurred $135,000 of consulting expenses with SCP and paid $217,500. As of June 30, 2023, $0 remains outstanding.

 

 

 

NOTE 5. TENANT RECEIVABLE

 

BASK (formerly Coastal Compassion, Inc). On April 7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.

 

Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.

 

On August 15, 2018, the Company combined the construction and working capital advances of $129,634 and accrued interest of $44,517 into a new loan with payments over 5 years with 18% interest. At June 30, 2023 and September 30, 2022, the outstanding balance on the note receivable was $8,779 and $43,185, respectively.

 

On July 26, 2019, the Company entered into a 15-Year Triple Net lease of Building 1 of the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $138,762 plus turnover rent of 15% of gross revenues from products produced at Building 1 of the MCC. The BASK tenant receivable balance was $219,806 and $251,462 as of June 30, 2023 and September 30, 2022, respectively.

 

Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021.

 

10

 

 

 

NOTE 6. INCOME/LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted net income (loss) per share:

 

 

   

Three months ended

   

Nine months ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 
                                 

Net income (loss) attributable to common stockholders

  $ (55,925 )   $ 162,734     $ 53,442     $ (346,054 )
                                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  

Dilutive effects of common share equivalents

    -       -       -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  
                                 

Basic and diluted net income (loss) per share of common stock

  $ (0.00 )   $ 0.01     $ 0.00     $ (0.01 )

 

As of June 30, 2023 we excluded 1,700,000 of stock options, 2,211,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

 

As of June 30, 2022 we excluded 1,700,000 of stock options, 7,666,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

 

 

 

NOTE 7.  COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Land

 

On October 17, 2016, the Company closed the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the Massachusetts Center (“MCC”). Plans for the property include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.

 

As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

 

The lease payments will be the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease payments will be adjusted up (but not down) every five (5) years by any increase in the Consumer Price Index.

 

Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, the prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets.

 

The Company completed the construction of Building I on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of Building I which includes an annual base rent of $138,762 plus 15% of BASK’s gross revenues from products produced at the MCC. This sublease income is recorded as Rental income on the Company’s consolidated statements of operations.

 

As of June 30, 2023, the Company’s right-of-use assets were $6,726,237, the Company’s current maturities of operating lease liabilities were $11,967 and the Company’s noncurrent lease liabilities were $4,207,532. During the nine months ended June 30, 2023, the Company had operating cash flows from operating leases of $295,062.

 

11

 

 

The table below presents lease related terms and discount rates as of June 30, 2023.

 

   

As of June 30 2023

 
         
Weighted average remaining lease term        

Operating leases

    43.25  
Weighted average discount rate        

Operating leases

    7.9

%

 

The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Balance Sheet as of June 30, 2023 are as follows:

 

2023

    85,372  

2024

    341,500  

2025

    341,500  

2026

    341,500  

2027

    341,500  

Thereafter

    13,318,505  

Total lease payments

    14,769,877  

Less: Interest

    (10,550,378 )
    $ 4,219,499  

Less: operating lease liability, current portion

    (11,967 )

Operating lease liability, long term

  $ 4,207,532  

 

Office space

 

The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months.

 

Lease expense for office space was $22,500 for the nine months ended June 30, 2023 and 2022.

 

Aggregate rental expense under all leases totaled $361,031 and $354,905 for the nine months ended June 30, 2023 and 2022, respectively.

 

12

 

 

 

NOTE 8.  STOCKHOLDERS EQUITY

 

Common Stock. There was no common stock activity during the nine months ended June 30, 2023.

 

Stock Options. There was no stock option activity during the nine months ended June 30, 2023.

 

Stock option details are as follows:

 

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2022

    1,700,000     $ 1.94       3.5     $ -  

Outstanding as of June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Vested and expected to vest at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Exercisable at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

 

Stock option-based compensation expense associated with stock options was $0 and $119,346 for the nine months ended June 30, 2023 and 2022, respectively.

 

Warrants. Warrant activity as of and for the three months ended June 30, 2023 is as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2022

    4,026,650       1.21       0.80     $ -  

Expired

    (1,815,000 )     1.50                  

Outstanding as of June 30, 2023

    2,211,650       1.32       1.30     $ -  

Exercisable at June 30, 2023

    2,211,650       1.32       1.30     $ -  

 

 

 

NOTE 9. INCOME TAXES

 

We did not record any income tax expense or benefit for the nine months ended June 30, 2023 or 2022. We increased our valuation allowance and reduced our net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and as a result we continue to maintain a full valuation allowance for our net deferred tax assets as of June 30, 2023 and September 30, 2022.

 

As of June 30, 2023, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2022.

 

 

NOTE 10. SUBSEQUENT EVENTS

 

On July 31, 2023, the maturity date of the $4,500,000 loan due August 1, 2023, was extended to December 1, 2023. All other provisions of the original loan remain the same.

 

13

 

 

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended September 30, 2022 and the related Managements Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K

 

Forward-Looking Statements

 

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act), which are subject to the safe harbor created by those sections. The words anticipates, believes, estimates, expects, intends, may, plans, projects, will, should, could, predicts, potential, continue, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

OVERVIEW

 

AmeriCann designs, develops, leases and operates state-of-the-art cannabis cultivation, processing and manufacturing facilities. AmeriCann’s team includes board members, consultants, engineers and architects who specialize in real estate development, traditional horticulture, lean manufacturing, medical research, facility construction, regulatory compliance, security, marijuana cultivation and genetics, extraction processes, and infused product development.

 

AmeriCann’s flagship project is the Massachusetts Cannabis Center. The Massachusetts Cannabis Center (“MCC”) is being developed on a 52-acre parcel located in southeastern Massachusetts. AmeriCann’s MCC project is permitted for over 800,000 sq. ft. of cannabis cultivation and processing infrastructure which is being developed in phases to support both the existing medical cannabis and the newly emerging adult-use cannabis marketplace.

 

The first phase of the project, Building 1, a 30,000 square foot cultivation and processing facility, is fully-operational and is currently 100% leased by a vertically-integrated Massachusetts cannabis company. AmeriCann generates revenue through lease arrangements with the operators that includes base rent and turnover rent.  The decrease in operating revenue for the quarter ending June 30, 2023 compared to the quarter ending June 30, 2022 is partly the result of pricing compression of cannabis products in Massachusetts.

 

AmeriCann, through a 100% owned subsidiary, AmeriCann Brands, Inc., has received two licenses from the Massachusetts Cannabis Control Commission to cultivate cannabis and provide extraction and product manufacturing support to the entire MCC project, as well as to other licensed cannabis farmers throughout regulated markets. AmeriCann Brands plans to operate in Building 2 at the MCC. In addition to large-scale extraction of cannabis plant material, AmeriCann Brands plans to produce branded consumer packaged goods including cannabis beverages, vaporizer products, edible products, non-edible products and concentrates at the state-of-the-art facility.

 

AmeriCann may replicate the brands, technology and innovations developed at its MCC project to additional markets.

 

14

 

 

COVID-19 Pandemic

 

The Company believes that the COVID- 19 pandemic has had certain impacts on its business, but management does not believe there has been a material long-term impact from the effects of the pandemic on the Company’s business and operations, results of operations, financial condition, cash flows, liquidity or capital and financial resources.

 

The Company has established policies to monitor the pandemic and has taken a number of actions to protect its employees, including restricting travel, encouraging quarantine and isolation when warranted, and directing most of its employees to work from home.

 

SIGNIFICANT ACCOUNTING POLICIES

 

Leases

 

Effective October 1, 2019, we adopted ASC 842, Lease Accounting using the effective date method. We determine if an arrangement is a lease at inception. 

 

15

 

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

 

RESULTS OF OPERATIONS 

 

Total Revenues

 

During the three months ended June 30, 2023 and 2022, we generated $582,881 and $797,734 in revenue, respectively. The decrease in revenue is due to pricing compression of cannabis products in Massachusetts. During the nine months ended June 30, 2023 and 2022, we generated $2,066,053 and $1,708,781 in revenue, respectively. The increase in revenues is due to higher rental revenue and participation fee revenues as a result of increased cultivation yields and increases in the production and sale of manufactured goods from the Massachusetts Cannabis Center.

 

Cost of Revenues

 

During the three months ended June 30, 2023 and 2022, we incurred $0 and $12,000 of costs of revenue, respectively. During the nine months ended June 30, 2023 and 2022, we incurred $13,615 and $33,950 of cost of revenue, respectively. The decrease in cost is due to conclusion of a facilities maintenance agreement.

 

Advertising and Marketing Expenses

 

Advertising and marketing expenses were $646 and $9,968 for the three months ended June 30, 2023 and 2022, respectively. During the nine months ended June 30, 2023 and 2022, the advertising and marketing expenses were $6,017 and $33,106 , respectively. The decrease is due to lower social media and marketing expenses in 2023.

 

Professional Fees  

 

Professional fees were $73,509 and $71,226 for the three months ended June 30, 2023 and 2022, respectively. The increase is primarily due to an increase in legal fees. During the nine months ended June 30, 2023 and 2022, the professional fees were $277,361 and $282,462, respectively. The decrease is primarily due to a decrease in legal fees.

 

General and Administrative Expenses

 

General and administrative expenses were $380,060 and $378,131 for the three months ended June 30, 2023 and 2022, respectively. The increase is primarily due to increase in depreciation expense. During the nine months ended June 30, 2023 and 2022, the general and administrative expenses were $1,163,323 and $1,623,620, respectively. The decrease is primarily due to stock option compensation expense in 2022.

 

Interest Income

 

Interest income was $578 and $1,822 for the three months ended June 30, 2023 and 2022, respectively.  During the nine months ended June 30, 2023 and 2022, the interest income was $3,374 and $8,502, respectively. The decrease is a result of a decline in the principal balance of the BASK note receivable.

 

Interest Expense

 

Interest expense was $185,169 and $165,497 for the three months ended June 30, 2023 and 2022, respectively. The increase is primarily attributable to amortization of debt discounts. During the nine months ended June 30, 2023 and 2022, the interest expense was $555,669 and $497,463, respectively.

 

Net Operating Income/Loss 

 

We had a net loss of $(55,925) and net income of $162,734 for the three months ended June 30, 2023 and 2022, respectively. The increase in net loss is attributed primarily to the decrease in revenue as a result of pricing compression of cannabis products in Massachusetts. We had a net income of $53,442 and net loss of $(346,054) for the nine months ended June 30, 2023 and 2022, respectively. The increase in net income is primarily due to an increase in revenues and decrease in stock option compensation expense. 

 

16

 

 

LIQUIDITY AND CAPITAL RESOURCES 

 

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $19,705,247 and $19,758,689 at June 30, 2023 and September 30, 2022, respectively.

 

The Company is continuing to support the optimization of operations and generate additional revenues from its Massachusetts Cannabis Center (MCC).  The Company's cash position and quarterly revenue is currently significant enough to support the Company's daily operations. The Company is not obligated to raise additional funds for the expansion of the MCC.  When Management determines expansion opportunities exist the Company may finance construction with cash from operations, a sale-lease-back, refinancing and expand existing debt, issuance of new debt, or sales of equity. 

 

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Notes Payable

 

See Notes 4 of the unaudited consolidated financial statements filed with this report for information concerning our notes payable.

 

Analysis of Cash Flows 

 

During the nine months ended June 30, 2023, our net cash flows provided by operations were $445,595 as compared to net cash flows provided by operations of $484,493 for the nine months ended June 30, 2022. The decrease is primarily due to an increase in our net income during the nine months ended June 30, 2023 offset by timing of working capital payments, and non-cash stock-based compensation expense during the nine months ended June 30, 2022.

 

Cash flows used by investing activities were $(244,760) and $(195,436) for the nine months ended June 30, 2023 and 2022, respectively, consisting of payments received on notes receivable offset by additions to property and equipment and construction in progress.

 

Cash flows used by financing activities were $150,000 and $0 for the nine months ended June 30, 2023 and 2022, respectively, consisting of principal payments on notes payable.

 

We do not have any firm commitments from any person to provide us with any additional capital.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of June 30, 2023, we did not have any off-balance sheet arrangements.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective for the same reasons that our internal control over financial reporting was not effective.

 

Internal Control over Financial Reporting

 

As indicated in our Form 10-K filed on December 29, 2022, our Principal Executive Officer and Principal Financial Officer concluded that our internal control over financial reporting was not effective as of September 30, 2022 at the reasonable assurance level, as a result of a material weaknesses primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP, limited or no segregation of duties, and lack of independent directors.

 

We are currently in the process of evaluating the steps necessary to remediate these material weaknesses.

 

Change in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the quarterly period ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

17

 

 

PART II OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Exhibit
Number

Description of Document

   

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

   

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

   

32

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

   

101.INS

Inline XBRL Instance Document.

   

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

   

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

   

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

   

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

   

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

   

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

18

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

AMERICANN, INC.

 
       

Dated: August 14, 2023

By:

/s/ Timothy Keogh

 
   

Timothy Keogh

 
   

Principal Executive Officer

 
       
 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial and Accounting Officer

 

 

19

Exhibit 31.1

 

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

I, Timothy Keogh, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 of AmeriCann, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

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

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: August 14, 2023

 

 

By:

/s/ Timothy Keogh

 
   

Timothy Keogh 

 
   

Principal Executive Officer

 

 

 

Exhibit 31.2

 

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

I, Benjamin Barton, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 of AmeriCann, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

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

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: August 14, 2023

 

 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial Officer 

 

 

 

Exhibit 32

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of AmeriCann, Inc. (the “Company”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, Timothy Keogh, principal executive officer of the Company, and Benjamin Barton, principal financial officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

 

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

 

Dated August 14, 2023

 

 

By:

/s/ Timothy Keogh

 
   

Timothy Keogh

 
   

Principal Executive Officer

 
       
       
 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial Officer

 

 

 
v3.23.2
Document And Entity Information - shares
9 Months Ended
Jun. 30, 2023
Aug. 10, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 000-54231  
Entity Registrant Name AMERICANN, INC  
Entity Incorporation, State or Country Code CO  
Entity Tax Identification Number 27-4336843  
Entity Address, Address Line One 1555 Blake Street, Unit 502  
Entity Address, City or Town Denver  
Entity Address, State or Province CO  
Entity Address, Postal Zip Code 80202  
City Area Code 303  
Local Phone Number 862-9000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   24,391,961
Entity Central Index Key 0001508348  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.2
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Assets    
Cash and cash equivalents $ 1,391,962 $ 1,341,127
Restricted cash 9,967 9,967
Tenant receivable 219,806 251,462
Prepaid expenses and other current assets 23,333 62,766
Note receivable 8,779 43,185
Total current assets 1,653,847 1,708,507
Operating lease - right-of-use asset 6,726,237 6,778,085
Total assets 15,268,833 15,437,530
Current Liabilities:    
Accounts payable and accrued expenses 79,675 193,170
Interest payable (including $0 and $4,303 to related parties) 40,686 53,964
Other payables 8,008 8,612
Operating lease liability, short term 11,967 11,283
Notes payable (net of unamortized discounts of $16,235 and $162,353) 4,483,765 4,337,647
Total current liabilities 4,624,101 4,837,176
Operating lease liability, long term 4,207,532 4,216,596
Total liabilities 9,413,279 9,635,418
Stockholders' Equity:    
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding 0 0
Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 and $24,196,310 shares issued and outstanding as of June 30, 2023 and September 30, 2022, respectively 2,439 2,439
Additional paid in capital 25,558,362 25,558,362
Accumulated deficit (19,705,247) (19,758,689)
Total stockholders' equity 5,855,554 5,802,112
Total liabilities and stockholders' equity 15,268,833 15,437,530
February 2018 Convertible Notes [Member]    
Current Liabilities:    
Notes payable (net of unamortized discounts of $16,235 and $162,353) 0 150,000
Related Party [Member]    
Current Liabilities:    
Accounts payable - related party 0 82,500
Note payable - related party 581,646 581,646
Construction in Progress [Member]    
Assets    
Construction in progress 371,682 338,977
Property Plant and Equipment Excluding Construction in Progress [Member]    
Assets    
Construction in progress $ 6,517,067 $ 6,611,961
v3.23.2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Interest Payable, Related Party, Current $ 0 $ 4,303
Note payable, discount, noncurrent $ 16,235 $ 162,353
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized (in shares) 20,000,000 20,000,000
Preferred Stock, Shares Outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common Stock, Shares Authorized (in shares) 100,000,000 100,000,000
Common Stock, Shares, Issued (in shares) 24,391,961 24,391,961
Common Stock, Shares, Outstanding (in shares) 24,391,961 24,391,961
v3.23.2
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Rental income $ 582,881 $ 797,734 $ 2,066,053 $ 1,708,781
Rental income - related party 0 0 0 407,264
Cost of revenues 0 12,000 13,615 33,950
Gross profit 582,881 785,734 2,052,438 2,082,095
Operating expenses:        
Advertising and marketing 646 9,968 6,017 33,106
Professional fees 73,509 71,226 277,361 282,462
General and administrative expenses 380,060 378,131 1,163,323 1,623,620
Total operating expenses 454,215 459,325 1,446,701 1,939,188
Income (loss) from operations 128,666 326,409 605,737 142,907
Other income (expense):        
Interest income 578 1,822 3,374 8,502
Total other income (expense) (184,591) (163,675) (552,295) (488,961)
Net income (loss) $ (55,925) $ 162,734 $ 53,442 $ (346,054)
Basic and diluted income (loss) per common share (in dollars per share) $ (0.00) $ 0.01 $ 0.00 $ (0.01)
Weighted average common shares outstanding (in shares) 24,391,961 24,391,961 24,391,961 24,333,911
Nonrelated Party [Member]        
Other income (expense):        
Interest expense $ (185,169) $ (152,445) $ (555,669) $ (458,309)
Related Party [Member]        
Other income (expense):        
Interest expense $ 0 $ (13,052) $ 0 $ (39,154)
v3.23.2
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balances (in shares) at Sep. 30, 2021 0 24,196,310      
Balances, September 30, 2021 at Sep. 30, 2021   $ 2,420 $ 25,093,435 $ (19,585,445) $ 5,510,410
Net income (loss) $ 0 $ 0 0 (533,028) (533,028)
Stock issued for services (in shares) 0 195,651      
Stock issued for services $ 0 $ 19 89,981 0 90,000
Extension of warrants $ 0 $ 0 374,946 0 374,946
Balances (in shares) at Dec. 31, 2021 0 24,391,961      
Balances, September 30, 2022 at Dec. 31, 2021 $ 0 $ 2,439 25,558,362 (20,118,473) 5,442,328
Balances (in shares) at Sep. 30, 2021 0 24,196,310      
Balances, September 30, 2021 at Sep. 30, 2021   $ 2,420 25,093,435 (19,585,445) 5,510,410
Net income (loss)         (346,054)
Balances (in shares) at Jun. 30, 2022 0 24,391,961      
Balances, September 30, 2022 at Jun. 30, 2022 $ 0 $ 2,439 25,558,362 (19,931,499) 5,629,302
Balances (in shares) at Dec. 31, 2021 0 24,391,961      
Balances, September 30, 2021 at Dec. 31, 2021 $ 0 $ 2,439 25,558,362 (20,118,473) 5,442,328
Net income (loss) $ 0 $ 0 0 24,240 24,240
Balances (in shares) at Mar. 31, 2022 0 24,391,961      
Balances, September 30, 2022 at Mar. 31, 2022 $ 0 $ 2,439 25,558,362 (20,094,233) 5,466,568
Net income (loss) $ 0 $ 0 0 162,734 162,734
Balances (in shares) at Jun. 30, 2022 0 24,391,961      
Balances, September 30, 2022 at Jun. 30, 2022 $ 0 $ 2,439 25,558,362 (19,931,499) 5,629,302
Balances (in shares) at Sep. 30, 2022 0 24,391,961      
Balances, September 30, 2021 at Sep. 30, 2022 $ 0 $ 2,439 25,558,362 (19,758,689) 5,802,112
Net income (loss) $ 0 $ 0 0 22,745 22,745
Balances (in shares) at Dec. 31, 2022 0 24,391,961      
Balances, September 30, 2022 at Dec. 31, 2022 $ 0 $ 2,439 25,558,362 (19,735,944) 5,824,857
Balances (in shares) at Sep. 30, 2022 0 24,391,961      
Balances, September 30, 2021 at Sep. 30, 2022 $ 0 $ 2,439 25,558,362 (19,758,689) 5,802,112
Net income (loss)         53,442
Balances (in shares) at Jun. 30, 2023 0 24,391,961      
Balances, September 30, 2022 at Jun. 30, 2023 $ 0 $ 2,439 25,558,362 (19,705,247) 5,855,554
Balances (in shares) at Dec. 31, 2022 0 24,391,961      
Balances, September 30, 2021 at Dec. 31, 2022 $ 0 $ 2,439 25,558,362 (19,735,944) 5,824,857
Net income (loss) $ 0 $ 0 0 86,622 86,622
Balances (in shares) at Mar. 31, 2023 0 24,391,961      
Balances, September 30, 2022 at Mar. 31, 2023 $ 0 $ 2,439 25,558,362 (19,649,322) 5,911,479
Net income (loss) $ 0 $ 0 0 (55,925) (55,925)
Balances (in shares) at Jun. 30, 2023 0 24,391,961      
Balances, September 30, 2022 at Jun. 30, 2023 $ 0 $ 2,439 $ 25,558,362 $ (19,705,247) $ 5,855,554
v3.23.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net income (loss) $ 53,442 $ (346,054)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 341,355 337,442
Amortization of right of use assets 51,848 51,216
Stock based compensation and warrants revaluation expense 0 374,946
Stock issued for services 0 90,000
Amortization of debt discount 146,118 77,929
Changes in operating assets and liabilities:    
Prepaid expenses 39,433 (56,805)
Accounts payable and accrued expenses (113,495) 17,163
Operating lease liability (8,380) (7,746)
Other payables (604) (5,428)
Net cash flows provided by operations 445,595 484,493
Cash flows from investing activities:    
Additions to construction in progress (32,705) (222,312)
Additions to property and equipment (246,461) 0
Payments received on notes receivable 34,406 26,876
Net cash flows (used in) investing activities (244,760) (195,436)
Cash flows from financing activities:    
Principal payments on notes payable (150,000) 0
Net cash flows (used in) financing activities (150,000) 0
Net change in cash, cash equivalents, and restricted cash 50,835 289,057
Cash, cash equivalents, and restricted cash at beginning of period 1,351,094 706,369
Cash, cash equivalents, and restricted cash at end of period 1,401,929 995,426
Supplementary Disclosure of Cash Flow Information:    
Cash paid for interest 422,829 418,145
Cash paid for income taxes 0 0
Nonrelated Party [Member]    
Changes in operating assets and liabilities:    
Tenant receivable 31,656 0
Interest payable (13,278) (3,058)
Related Party [Member]    
Changes in operating assets and liabilities:    
Tenant receivable 0 (34,558)
Accounts payable (82,500) (15,000)
Interest payable $ 0 $ 4,446
v3.23.2
Note 1 - Nature of Business and Basis of Presentation
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

AmeriCann, Inc. ("the Company", “we”, “our” or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022.

 

The Company designs, develops, leases and plans to operate state-of-the-art cannabis cultivation, processing and manufacturing facilities.

 

The Company's activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations.

 

Basis of Presentation

 

The (a) consolidated balance sheet as of September 30, 2022, which has been derived from audited financial statements, and (b) the unaudited financial statements as of and for the nine months ended June 30, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 29, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

 

Significant Accounting Policies

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows:

 

   

June 30, 2023

   

September 30, 2022

 
                 

Cash and cash equivalents

  $ 1,391,962     $ 1,341,127  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 1,401,929     $ 1,351,094  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts.

 

Property and Equipment, net

 

Property and equipment are stated at cost. Depreciation of property and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property and equipment consist of:

 

   

June 30, 2023

   

September 30, 2022

 
                 
                 

Buildings and improvements

  $ 7,854,548     $ 7,608,087  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Total

    8,206,888       7,960,427  

Accumulated depreciation

    (1,689,821 )     (1,348,466 )

Property and equipment, net

  $ 6,517,067     $ 6,611,961  

 

Depreciation expense for the nine months ended June 30, 2023 and June 30, 2022 amounted to $341,355 and $337,442.

 

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

v3.23.2
Note 2 - Going Concern
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

NOTE 2. GOING CONCERN 

 

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $19,705,247 and $19,758,689 at June 30, 2023 and September 30, 2022, respectively. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management may raise additional funds through the sale of its securities or borrowings from third parties.

 

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

v3.23.2
Note 3 - Notes Receivable
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 3. NOTE RECEIVABLE

 

Notes and other receivables as of June 30, 2023 and September 30, 2022, consisted of the following:

 

   

June 30, 2023

   

September 30, 2022

 
                 

Note receivable from BASK, interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023.

  $ 8,779     $ 43,185  
                 
Total   $ 8,779     $ 43,185  

 

v3.23.2
Note 4 - Notes Payable
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 4.  NOTES PAYABLE

 

Unrelated

 

On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bore interest at the rate of 11% per year, was due and payable on August 2, 2022 and was secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”).

 

The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice to the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily trading volume of the Company’s common stock during the twenty trading days was at least 150,000 shares.

 

The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expire on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note.

 

The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.

 

On December 4, 2020, the loan was modified and increased by $500,000 and the maturity date of the loan was extended to August 1, 2023. In July 2023, the maturity date was further extended to December 1, 2023 (see Note 10). All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.

 

At June 30, 2023, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $16,235. All debt discounts are being amortized on a straight-line basis over the term of the modified note. Amortization expense related to the debt discounts was $146,118 and $77,929 for the nine months ended June 30, 2023 and 2022, respectively. See Note 10.

 

The modified note is secured by a first lien on Building 1 at the Company’s Massachusetts Cannabis Center (“MCC”).

 

February 2018 Convertible Note Offering

 

On February 12, 2018, the Company sold convertible notes in the principal amount of $810,000 to a group of accredited investors. The notes were unsecured and bore interest at 8% per year. On October 12, 2020, this remaining note was extended to mature on December 31, 2021. On December 15, 2021, the remaining note of $150,000 was extended to mature on December 31, 2022. On October 5, 2022, the Company paid $159,140 to fully repay the $150,000 note including $9,140 of interest. At June 30, 2023 and September 30, 2022, the outstanding principal on this note was $0 and $150,000, respectively.

 

Related Party

 

SCP. On September 30, 2019, we entered into an amended note with Strategic Capital Partners, LLC (“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023.

 

Accrued interest on the note was $0 and $4,303 at June 30, 2023 and September 30, 2022, respectively.

 

At June 30, 2023 and September 30, 2022, the outstanding principal on this note was $581,646.

 

During the year ended September 30, 2022, the Company also incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2022, $82,500 remained unpaid. During the nine months ended June 30, 2023, the Company incurred $135,000 of consulting expenses with SCP and paid $217,500. As of June 30, 2023, $0 remains outstanding.

v3.23.2
Note 5 - Tenant Receivable
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 5. TENANT RECEIVABLE

 

BASK (formerly Coastal Compassion, Inc). On April 7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.

 

Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.

 

On August 15, 2018, the Company combined the construction and working capital advances of $129,634 and accrued interest of $44,517 into a new loan with payments over 5 years with 18% interest. At June 30, 2023 and September 30, 2022, the outstanding balance on the note receivable was $8,779 and $43,185, respectively.

 

On July 26, 2019, the Company entered into a 15-Year Triple Net lease of Building 1 of the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $138,762 plus turnover rent of 15% of gross revenues from products produced at Building 1 of the MCC. The BASK tenant receivable balance was $219,806 and $251,462 as of June 30, 2023 and September 30, 2022, respectively.

 

Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021.

 

v3.23.2
Note 6 - Income (Loss) Per Share
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 6. INCOME/LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted net income (loss) per share:

 

 

   

Three months ended

   

Nine months ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 
                                 

Net income (loss) attributable to common stockholders

  $ (55,925 )   $ 162,734     $ 53,442     $ (346,054 )
                                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  

Dilutive effects of common share equivalents

    -       -       -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  
                                 

Basic and diluted net income (loss) per share of common stock

  $ (0.00 )   $ 0.01     $ 0.00     $ (0.01 )

 

As of June 30, 2023 we excluded 1,700,000 of stock options, 2,211,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

 

As of June 30, 2022 we excluded 1,700,000 of stock options, 7,666,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net income (loss) per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

 

v3.23.2
Note 7 - Commitments and Contingencies
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 7.  COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Land

 

On October 17, 2016, the Company closed the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the Massachusetts Center (“MCC”). Plans for the property include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.

 

As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

 

The lease payments will be the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease payments will be adjusted up (but not down) every five (5) years by any increase in the Consumer Price Index.

 

Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, the prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets.

 

The Company completed the construction of Building I on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of Building I which includes an annual base rent of $138,762 plus 15% of BASK’s gross revenues from products produced at the MCC. This sublease income is recorded as Rental income on the Company’s consolidated statements of operations.

 

As of June 30, 2023, the Company’s right-of-use assets were $6,726,237, the Company’s current maturities of operating lease liabilities were $11,967 and the Company’s noncurrent lease liabilities were $4,207,532. During the nine months ended June 30, 2023, the Company had operating cash flows from operating leases of $295,062.

 

The table below presents lease related terms and discount rates as of June 30, 2023.

 

   

As of June 30 2023

 
         
Weighted average remaining lease term        

Operating leases

    43.25  
Weighted average discount rate        

Operating leases

    7.9

%

 

The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Balance Sheet as of June 30, 2023 are as follows:

 

2023

    85,372  

2024

    341,500  

2025

    341,500  

2026

    341,500  

2027

    341,500  

Thereafter

    13,318,505  

Total lease payments

    14,769,877  

Less: Interest

    (10,550,378 )
    $ 4,219,499  

Less: operating lease liability, current portion

    (11,967 )

Operating lease liability, long term

  $ 4,207,532  

 

Office space

 

The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months.

 

Lease expense for office space was $22,500 for the nine months ended June 30, 2023 and 2022.

 

Aggregate rental expense under all leases totaled $361,031 and $354,905 for the nine months ended June 30, 2023 and 2022, respectively.

 

v3.23.2
Note 8 - Stockholders' Equity
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Equity [Text Block]

NOTE 8.  STOCKHOLDERS EQUITY

 

Common Stock. There was no common stock activity during the nine months ended June 30, 2023.

 

Stock Options. There was no stock option activity during the nine months ended June 30, 2023.

 

Stock option details are as follows:

 

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2022

    1,700,000     $ 1.94       3.5     $ -  

Outstanding as of June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Vested and expected to vest at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Exercisable at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

 

Stock option-based compensation expense associated with stock options was $0 and $119,346 for the nine months ended June 30, 2023 and 2022, respectively.

 

Warrants. Warrant activity as of and for the three months ended June 30, 2023 is as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2022

    4,026,650       1.21       0.80     $ -  

Expired

    (1,815,000 )     1.50                  

Outstanding as of June 30, 2023

    2,211,650       1.32       1.30     $ -  

Exercisable at June 30, 2023

    2,211,650       1.32       1.30     $ -  

 

v3.23.2
Note 9 - Income Taxes
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 9. INCOME TAXES

 

We did not record any income tax expense or benefit for the nine months ended June 30, 2023 or 2022. We increased our valuation allowance and reduced our net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and as a result we continue to maintain a full valuation allowance for our net deferred tax assets as of June 30, 2023 and September 30, 2022.

 

As of June 30, 2023, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2022.

v3.23.2
Note 10 . Subsequent Events
9 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 10. SUBSEQUENT EVENTS

 

On July 31, 2023, the maturity date of the $4,500,000 loan due August 1, 2023, was extended to December 1, 2023. All other provisions of the original loan remain the same.

 

v3.23.2
Significant Accounting Policies (Policies)
9 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The (a) consolidated balance sheet as of September 30, 2022, which has been derived from audited financial statements, and (b) the unaudited financial statements as of and for the nine months ended June 30, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on December 29, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows:

 

   

June 30, 2023

   

September 30, 2022

 
                 

Cash and cash equivalents

  $ 1,391,962     $ 1,341,127  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 1,401,929     $ 1,351,094  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment, net

 

Property and equipment are stated at cost. Depreciation of property and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property and equipment consist of:

 

   

June 30, 2023

   

September 30, 2022

 
                 
                 

Buildings and improvements

  $ 7,854,548     $ 7,608,087  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Total

    8,206,888       7,960,427  

Accumulated depreciation

    (1,689,821 )     (1,348,466 )

Property and equipment, net

  $ 6,517,067     $ 6,611,961  

 

Depreciation expense for the nine months ended June 30, 2023 and June 30, 2022 amounted to $341,355 and $337,442.

Lessee, Leases [Policy Text Block]

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

v3.23.2
Note 1 - Nature of Business and Basis of Presentation (Tables)
9 Months Ended
Jun. 30, 2023
Notes Tables  
Cash, Cash Equivalents, and Restricted Cash [Table Text Block]
   

June 30, 2023

   

September 30, 2022

 
                 

Cash and cash equivalents

  $ 1,391,962     $ 1,341,127  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 1,401,929     $ 1,351,094  
Property, Plant and Equipment [Table Text Block]
   

June 30, 2023

   

September 30, 2022

 
                 
                 

Buildings and improvements

  $ 7,854,548     $ 7,608,087  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Total

    8,206,888       7,960,427  

Accumulated depreciation

    (1,689,821 )     (1,348,466 )

Property and equipment, net

  $ 6,517,067     $ 6,611,961  
v3.23.2
Note 3 - Notes Receivable (Tables)
9 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
   

June 30, 2023

   

September 30, 2022

 
                 

Note receivable from BASK, interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023.

  $ 8,779     $ 43,185  
                 
Total   $ 8,779     $ 43,185  
v3.23.2
Note 6 - Income (Loss) Per Share (Tables)
9 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three months ended

   

Nine months ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 
                                 

Net income (loss) attributable to common stockholders

  $ (55,925 )   $ 162,734     $ 53,442     $ (346,054 )
                                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  

Dilutive effects of common share equivalents

    -       -       -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961       24,391,961       24,333,911  
                                 

Basic and diluted net income (loss) per share of common stock

  $ (0.00 )   $ 0.01     $ 0.00     $ (0.01 )
v3.23.2
Note 7 - Commitments and Contingencies (Tables)
9 Months Ended
Jun. 30, 2023
Notes Tables  
Lease Related Terms and Discount Rates [Table Text Block]
   

As of June 30 2023

 
         
Weighted average remaining lease term        

Operating leases

    43.25  
Weighted average discount rate        

Operating leases

    7.9

%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

2023

    85,372  

2024

    341,500  

2025

    341,500  

2026

    341,500  

2027

    341,500  

Thereafter

    13,318,505  

Total lease payments

    14,769,877  

Less: Interest

    (10,550,378 )
    $ 4,219,499  

Less: operating lease liability, current portion

    (11,967 )

Operating lease liability, long term

  $ 4,207,532  
v3.23.2
Note 8 - Stockholders' Equity (Tables)
9 Months Ended
Jun. 30, 2023
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2022

    1,700,000     $ 1.94       3.5     $ -  

Outstanding as of June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Vested and expected to vest at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  

Exercisable at June 30, 2023

    1,700,000     $ 1.94       3.7     $ -  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2022

    4,026,650       1.21       0.80     $ -  

Expired

    (1,815,000 )     1.50                  

Outstanding as of June 30, 2023

    2,211,650       1.32       1.30     $ -  

Exercisable at June 30, 2023

    2,211,650       1.32       1.30     $ -  
v3.23.2
Note 1 - Nature of Business and Basis of Presentation (Details Textual) - USD ($)
9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Depreciation $ 341,355 $ 337,442
Minimum [Member]    
Property, Plant and Equipment, Useful Life 3 years  
Maximum [Member]    
Property, Plant and Equipment, Useful Life 20 years  
v3.23.2
Note 1 - Nature of Business and Basis of Presentation - Restricted Cash (Details) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Cash and cash equivalents $ 1,391,962 $ 1,341,127
Restricted cash 9,967 9,967
Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 1,401,929 $ 1,351,094
v3.23.2
Note 1 - Description of Business and Significant Accounting Policies - Property, Plant and Equipment, Net (Details) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Property, plant, and equipment gross $ 8,206,888 $ 7,960,427
Building and Building Improvements [Member]    
Property, plant, and equipment gross 7,854,548 7,608,087
Computer Equipment [Member]    
Property, plant, and equipment gross 349,576 349,576
Furniture and Equipment 1[Member]    
Property, plant, and equipment gross 2,764 2,764
Property Plant and Equipment Excluding Construction in Progress [Member]    
Accumulated depreciation (1,689,821) (1,348,466)
Property and equipment, net $ 6,517,067 $ 6,611,961
v3.23.2
Note 2 - Going Concern (Details Textual) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Retained Earnings (Accumulated Deficit) $ 19,705,247 $ 19,758,689
v3.23.2
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Aug. 15, 2018
Note receivable $ 8,779 $ 43,185  
BASK [Member]      
Note receivable $ 8,779 $ 43,185 $ 129,634
v3.23.2
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) (Parentheticals) - USD ($)
9 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2022
Note Receivable, Interest Rate 18.00% 18.00%
Note Receivable, Periodic Payment $ 4,422 $ 4,422
v3.23.2
Note 4 - Notes Payable (Details Textual) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Oct. 05, 2022
Dec. 04, 2020
Aug. 02, 2019
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Sep. 30, 2022
Dec. 31, 2022
Dec. 15, 2021
Sep. 30, 2019
Feb. 12, 2018
Class of Warrant or Right, Exercise Price of Warrants or Rights       $ 1.32   $ 1.32   $ 1.21        
Class of Warrant or Right, Outstanding       2,211,650   2,211,650   4,026,650        
Amortization of Debt Discount (Premium)           $ 146,118 $ 77,929          
Notes Payable, Current       $ 4,483,765   4,483,765   $ 4,337,647        
Interest Payable, Current       40,686   40,686   53,964        
Operating Expenses       454,215 $ 459,325 1,446,701 1,939,188          
February 2018 Convertible Notes [Member]                        
Notes Payable, Current       0   0   150,000        
Unrelated Party [Member] | Promissory Notes [Member]                        
Average Closing Price per Share     $ 4.00                  
Average Daily Volume Of Shares Trades     150,000                  
Payments of Debt Issuance Costs     $ 320,000                  
Strategic Capital Partners [Member]                        
Notes Payable, Current                     $ 1,756,646  
Strategic Capital Partners [Member] | Consulting Services [Member]                        
Operating Expenses           135,000   180,000        
Related Party Transaction, Amounts of Transaction           217,500   195,000        
Accounts Payable       0   0   82,500        
Strategic Capital Partners [Member] | Promissory Notes [Member]                        
Interest Payable, Current       0   0   4,303        
Notes Payable       581,646   581,646   581,646        
Strategic Capital Partners [Member] | Promissory Note Two [Member]                        
Debt Instrument, Interest Rate, Stated Percentage                     9.00%  
Warrants Issued to Unrelated Parties Lenders [Member]                        
Class of Warrant or Right, Number of Securities Called by Warrants or Rights     600,000                  
Warrants Issued to Unrelated Parties Lenders [Member] | Promissory Notes [Member]                        
Class of Warrant or Right, Outstanding     600,000                  
Warrants and Rights Outstanding     $ 562,762                  
Warrants to Purchase Additional Shares [Member]                        
Debt Instrument, Convertible, Conversion Price     $ 1.50                  
Warrants Issued to Placement Agent [Member] | Promissory Notes [Member]                        
Class of Warrant or Right, Number of Securities Called by Warrants or Rights     48,000                  
Class of Warrant or Right, Exercise Price of Warrants or Rights     $ 1.50                  
Unrelated Party [Member]                        
Proceeds from Issuance of Long-Term Debt     $ 4,000,000                  
Debt Instrument, Interest Rate, Stated Percentage     11.00%                  
Unrelated Party [Member] | Promissory Notes [Member]                        
Proceeds from Issuance of Long-Term Debt   $ 500,000                    
Debt Instrument, Unamortized Discount     $ 52,392 16,235   16,235            
Notes Payable, Noncurrent       4,500,000   4,500,000            
Amortization of Debt Discount (Premium)           146,118 $ 77,929          
Unrelated Party [Member] | Promissory Notes [Member] | Broker [Member]                        
Debt Instrument, Fee Amount   $ 40,000                    
Accredited Investors [Member] | February 2018 Convertible Notes [Member] | Convertible Debt [Member]                        
Debt Instrument, Interest Rate, Stated Percentage                       8.00%
Debt Instrument, Face Amount                       $ 810,000
Notes Payable, Current       $ 0   $ 0   $ 150,000 $ 150,000 $ 150,000    
Repayments of Debt $ 159,140                      
Interest Payable, Current $ 9,140                      
v3.23.2
Note 5 - Tenant Receivable (Details Textual) - USD ($)
Jul. 26, 2019
Aug. 15, 2018
Jun. 30, 2023
Sep. 30, 2022
Note receivable     $ 8,779 $ 43,185
Note Receivable, Interest Rate     18.00% 18.00%
Tenant Receivable, Current     $ 219,806 $ 251,462
BASK [Member]        
Note receivable   $ 129,634 8,779 43,185
Interest Receivable   $ 44,517    
Note Receivable, Term   5 years    
Note Receivable, Interest Rate   18.00%    
BASK [Member] | Lease Agreement [Member]        
Lessee, Operating Lease, Term of Contract (Year) 15 years      
Annual Base Rent $ 138,762      
Operating Lease, Percentage of Leassee's Gross Revenue 15.00%      
Tenant Receivable, Current     $ 219,806 $ 251,462
v3.23.2
Note 6 - Income (Loss) Per Share (Details Textual) - shares
9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,700,000 1,700,000
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,211,650 7,666,650
Convertible Debt Securities [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 100,000 100,000
v3.23.2
Note 6 - Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Jun. 30, 2023
Jun. 30, 2022
Net income (loss) $ (55,925) $ 86,622 $ 22,745 $ 162,734 $ 24,240 $ (533,028) $ 53,442 $ (346,054)
Weighted average common shares outstanding (in shares) 24,391,961     24,391,961     24,391,961 24,333,911
Dilutive effects of common share equivalents (in shares) 0     0     0 0
Dilutive weighted average outstanding shares of common stock (in shares) 24,391,961     24,391,961     24,391,961 24,333,911
Basic and diluted income (loss) per common share (in dollars per share) $ (0.00)     $ 0.01     $ 0.00 $ (0.01)
v3.23.2
Note 7 - Commitments and Contingencies (Details Textual)
6 Months Ended 9 Months Ended
Sep. 01, 2021
USD ($)
Sep. 01, 2019
Oct. 17, 2016
USD ($)
a
Mar. 31, 2023
USD ($)
Mar. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Sep. 30, 2022
USD ($)
Oct. 01, 2019
USD ($)
Operating Lease, Right-of-Use Asset           $ 6,726,237   $ 6,778,085 $ 6,980,957
Operating Lease, Liability           4,219,499     4,256,869
Operating Lease, Liability, Current           11,967   11,283  
Operating Lease, Liability, Noncurrent           4,207,532   $ 4,216,596  
Operating Cash Flows from Operating Leases           295,062      
Operating Lease, Expense       $ 361,031 $ 354,905        
Office Space in Denver, CO [Member]                  
Operating Leases, Monthly Payment           2,500      
Operating Lease, Expense           $ 22,500 $ 22,500    
BASK [Member]                  
Lessee, Operating Sublease, Term (Year)   15 years              
Sublease Income $ 138,762                
Lessee, Operating Sublease, Percentage of Gross Revenues   15.00%              
Sale Leaseback to MMP [Member]                  
Lessee, Operating Lease, Term of Contract (Year)     50 years            
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Periods     4            
Lessee, Operating Lease, Renewal Term     10 years            
Sale Leaseback Transaction, Monthly Rental Payments     $ 30,000            
Sale Leaseback Transaction, Monthly Rental Payments, Per Square Foot     0.38            
Sale Leaseback Transaction, Monthly Rental Payments, Percentage of Gross Monthly Sales     1.50%            
Sale Leaseback Transaction, Monthly Rental Payments, Adjustment Period     5 years            
Sale Leaseback to MMP [Member] | Accounting Standards Update 2016-02 [Member]                  
Prepaid Rent                 $ 2,724,088
Massachusetts Land Purchase [Member]                  
Area of Land (Acre) | a     52.6            
v3.23.2
Note 7 - Commitments and Contingencies - Lease Related Terms and Discount Rates (Details)
Jun. 30, 2023
Operating leases (Year) 43 years 3 months
Operating leases 7.90%
v3.23.2
Note 7 - Commitments and Contingencies - Future Rental Payments Under Operating Leases (Details) - USD ($)
Jun. 30, 2023
Sep. 30, 2022
Oct. 01, 2019
2023 $ 85,372    
2024 341,500    
2025 341,500    
2026 341,500    
2027 341,500    
Thereafter 13,318,505    
Total lease payments 14,769,877    
Less: Interest (10,550,378)    
Operating Lease, Liability 4,219,499   $ 4,256,869
Less: operating lease liability, current portion (11,967) $ (11,283)  
Operating lease liability, long term $ 4,207,532 $ 4,216,596  
v3.23.2
Note 8 - Stockholders' Equity (Details Textual) - USD ($)
9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Share-Based Payment Arrangement, Option [Member]    
Share-Based Payment Arrangement, Expense $ 0 $ 119,346
v3.23.2
Note 8 - Stockholders' Equity - Stock Option Activity (Details) - $ / shares
9 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2022
Exercisable at September 30, 2022 (in shares) 1,700,000 1,700,000
Exercisable at September 30, 2022 (in dollars per share) $ 1.94 $ 1.94
Exercisable at September 30, 2022 (Year) 3 years 8 months 12 days 3 years 6 months
Outstanding as of March 31, 2023 (in dollars per share) $ 1.94  
Outstanding as of March 31, 2023 (Year) 3 years 8 months 12 days  
Vested and expected to vest at March 31, 2023 (Year) 3 years 8 months 12 days  
v3.23.2
Note 8 - Stockholders' Equity - Warrant Activity (Details) - $ / shares
9 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2022
Outstanding as of September 30, 2022 (in shares) 4,026,650  
Outstanding as of September 30, 2022 (in dollars per share) $ 1.21  
Outstanding as of September 30, 2022 (Year) 1 year 3 months 18 days 9 months 18 days
Expired (in shares) (1,815,000)  
Expired (in dollars per share) $ 1.50  
Outstanding as of March 31, 2023 (in shares) 2,211,650 4,026,650
Outstanding as of March 31, 2023 (in dollars per share) $ 1.32 $ 1.21
Exercisable at March 31, 2023 (in shares) 2,211,650  
Exercisable at March 31, 2023 (in dollars per share) $ 1.32  
Exercisable at March 31, 2023 (Year) 1 year 3 months 18 days  
v3.23.2
Note 9 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
9 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Tax Expense (Benefit), Total $ 0 $ 0
v3.23.2
Note 10 . Subsequent Events (Details Textual)
Jul. 31, 2023
USD ($)
Subsequent Event [Member]  
Loans Payable $ 4,500,000

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