Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
x
No
¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding past 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
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes
¨
No
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 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
x
As of May 31, 2018 (the last day of the registrant’s most recently completed fourth fiscal quarter), the aggregate market value of the registrant’s 23,581,586 shares of common stock held by non-affiliates of the registrant was $10,635,295 (based on its reported last sale price on May 31, 2018 of $0.451 per share).
As of August 24, 2018, there were 26,564,720 shares of the registrant's common stock, par value $0.001, issued and outstanding.
This report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements using words such as “expects,” “anticipates,” “intends,” “believes” and similar language.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
All references in this Annual Report on Form 10-K to “LFER,” “Life On Earth, Inc. (formerly Hispanica International Delights of America,)” the “Company,” “we,” “us” or “our” mean Life On Earth, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements
May 31, 2018 and 2017
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
Life On Earth, Inc. is an innovative brand accelerator, incubator and distribution
platform focused on building and scaling concepts in the all-natural consumer products category. We focus on building brands within the alternative beverage space. We are a dynamic and innovative all-natural consumer packaged goods company focused but not limited to the
emerging beverage and snack industry. We manufacture and distribute our brands through our distribution subsidiaries in New York
and California.
The accompanying consolidated financial statements include the financial statements of Life On Earth, Inc. (“LFER”) and its wholly owned subsidiaries, Energy Source Distributors Inc., (“ESD”), Victoria’s Kitchen, LLC (“VK”) and The Giant Beverage Company, Inc. (“GBC”)
LFER was incorporated in Delaware in April 2013 and acquired ESD in July 2016, VK in October 2017, and GBC in April 2018. The Company currently markets and sell beverages, primarily in New York and California.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Revenue Recognition
The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns is estimated based on the Company's historical return experience. Revenue is presented net of returns.
In March 2017, the Company discontinued an exclusive distribution agreement with a vendor. In accordance with the distribution agreement, the Company received a “Termination Payment”, as defined, in the amount of $97,731, which was recorded as other income during the year ended May 31, 2017.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Net Loss Per Common Share
Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti -dilutive. As of May 31, 2018 and 2017, warrants and convertible notes payable could be converted into approximately 4,335,000 and 730,000 shares of common stock, respectively.
Income Taxes
The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.
The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of May 31, 2018, and does not expect this to change significantly over the next 12 months.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value on the issuance date.
Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Accounts Receivable
The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Uncollectible accounts are written off at the time they are deemed uncollectible.
Accounts receivable is reported net of an allowance for doubtful accounts. The allowance is based on management's estimate of the uncollectible accounts receivable. As of May 31, 2018 and 2017, the allowance for doubtful accounts was $14,000 and $0, respectively.
Inventory
Inventory consists of finished goods and raw materials which are stated at the lower of cost (first-in, first-out) and net realizable value.
Equipment
Equipment is stated
at cost. The Company provides for depreciation based on the useful lives of the assets using straight-line methods. Expenditures
for maintenance, repairs, and betterments that do not materially prolong the normal useful life of an asset have been charged to
operations as incurred. Upon sale or other disposition of assets, the cost and related accumulated depreciation and amortization
are removed from these accounts, and the resulting gain or loss, if any, is reflected in operations.
Advertising
Advertising and promotion costs are expensed as incurred. Advertising and promotion expense amounted to approximately $72,900 and $23,800 for the years ended May 31, 2018 and 2017, respectively.
Shipping and Handling
Shipping and handling costs are included in costs of goods sold.
Business combination
GAAP requires that all business combinations not involving entities or businesses under common
control be accounted for under the acquisition method. The Company applies ASC 805, "Business combinations", whereby the cost
of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities
incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred.
Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value
as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost
of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity
interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is
recognized directly in the consolidated statements of operations and comprehensive income.
The determination and allocation of fair values to the identifiable assets acquired
and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment.
The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base
the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management
determines discount rates to be used based on the risk inherent in the related activity's current business model and industry
comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows
over that period. The Company's estimates of fair value are based upon assumptions believed to be reasonable, but which are
inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional
amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are
determined.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, effective for fiscal years beginning after December 15, 2018, that attempts to establish a uniform basis for recording revenue to virtually all industries’ financial statements. The Company must adopt the pronouncements no later than June 1, 2019. The revenue standard’s core principle is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. Additionally, the new guidance requires enhanced disclosure to help financial statement users better understand the nature, amount, timing and uncertainty of the revenue recorded. Management does not believe that the adoption of this pronouncement will have a material impact on the company’s consolidated financial statements.
In July 2015, FASB issued ASU 2015-11, “Inventory. Simplifying the Measurement of Inventory.” This amendment requires companies to measure inventory at the lower of cost or net realizable value. The Company adopted this amendment in the current fiscal year, and the implementation did not have a material impact on the Company’s consolidated financial statements.
On February 25, 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-2, "Leases" (Topic 842), which is intended to improve financial reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate and manufacturing equipment, to recognize assets and liabilities on their balance sheets for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that have terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU will also require disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures will include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. This ASU will be effective for public entities beginning the first quarter 2019. We do not believe that this ASU will have a material impact on our financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Note 2 - CONCENTRATIONS
Concentration of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash in banks is insured by the FDIC up to $250,000 per institution, per entity. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its account receivable credit risk exposure is limited.
Sales and Accounts Receivable
One customer accounted for approximately 11% of the Company’s accounts receivable and sales as
of and for the year ended May 31, 2018.
One customer accounted for approximately 30% of the Company’s accounts receivable at May 31, 2017. There were no concentrations of sales for the year ended May 31, 2017.
Note 3 – GBC ACQUISITION
To support the company’s strategic initiatives, the Company acquired GBC for its distribution capabilities
in the New York metropolitan region.
Effective April 26, 2018, the Company acquired all of the outstanding stock of GBC
for total consideration of $730,092, of which, $108,079 was paid in cash and $622,013 was paid by the issuance of
1,455,000 shares of the Company’s common stock at $0.4275 per share. If, after 12 months from the date of the closing,
the shares are trading below twenty ($0.20) cents per share, the Company shall issue 485,000 additional shares as additional
stock consideration. The company has determined the value of these contingent shares to be di minimis. In conjunction with the
closing, the stockholders of GBC are subject to the provisions of a non-competition/non-solicitation/non-disclosure
agreement. One of the former stockholders of GBC has been appointed as the Company’s General Manager pursuant to a
2-year employment agreement.
At April 26, 2018, the fair value of the assets acquired and liabilities assumed from GBC were as follows:
Assets:
|
|
|
|
Cash
|
|
$
|
118,941
|
|
Accounts receivable
|
|
|
36,365
|
|
Inventory
|
|
|
79,283
|
|
Equipment
|
|
|
65,925
|
|
Notes receivable
|
|
|
61,344
|
|
Goodwill
|
|
|
590,000
|
|
Customer list
|
|
|
507,000
|
|
|
|
$
|
1,458,858
|
|
Liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
402,700
|
|
Intercompany loans
|
|
|
116,071
|
|
Line of credit
|
|
|
15,833
|
|
Loans payable
|
|
|
194,162
|
|
|
|
$
|
728,766
|
|
|
|
|
|
|
Net Assets Acquired
|
|
$
|
730,092
|
|
The estimated useful life of the customer list is five (5) years. Amortization expense of $8,467 was recorded during the year ended May 31, 2018. The estimated useful life of the equipment is five (5) years. Depreciation expense of $3,987 was recorded during the year ended May 31, 2018.
The goodwill acquired will be amortized over fifteen (15) years for tax purposes.
From the date of acquisition through May 31, 2018, GBC generated sales of approximately $325,000, cost
of goods sold of approximately $269,000 and net losses of approximately $39,000.
See Note 5 for the unaudited pro forma condensed consolidated statements of operations for the year ended May 31, 2018.
Note 4 – VK ACQUISITION
To support the Company’s strategic initiatives, the Company acquired VK and the VK brands.
Effective October 19, 2017, the Company acquired 100% of the outstanding membership interests of VK, for 312,500 restricted shares of the Company’s common stock at a price of $0.40 per share for a total consideration of $125,000.
At October 19, 2017, the fair value of the assets acquired and liabilities assumed from VK were as follows:
Cash
|
|
$
|
1,355
|
|
Accounts receivable
|
|
|
13,024
|
|
Inventory and work in process
|
|
|
40,564
|
|
Accounts payable
|
|
|
(16,343
|
)
|
Notes payable
|
|
|
(108,600
|
)
|
Goodwill
|
|
|
195,000
|
|
Net assets acquired
|
|
$
|
125,000
|
|
The goodwill acquired will be amortized over fifteen (15) years for tax purposes.
From the date of acquisition through May 31, 2018, VK generated sales of approximately $63,000, cost of
goods sold of approximately $43,000 and net losses of approximately $2,000.
See Note 5 for the unaudited pro forma condensed consolidated statements of operations
for the year ended May 31, 2018.
Note 5 – UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Life On Earth, Inc.
|
Unaudited ProForma Condensed Consolidated Financial Information
|
For the year ended May 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LFER
|
|
|
VK
|
|
|
GBC
|
|
|
ProForma Adjustments
|
|
|
Notes
|
|
|
ProForma Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
$
|
2,867,857
|
|
|
$
|
120,006
|
|
|
$
|
3,117,117
|
|
|
|
|
|
|
|
|
|
$
|
6,104,980
|
|
Cost of goods sold
|
|
|
2,217,067
|
|
|
|
81,845
|
|
|
|
2,782,880
|
|
|
|
|
|
|
|
|
|
|
5,081,791
|
|
Gross profit
|
|
|
650,790
|
|
|
|
38,161
|
|
|
|
334,237
|
|
|
|
|
|
|
|
|
|
|
1,023,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
1,634,894
|
|
|
|
27,911
|
|
|
|
381,694
|
|
|
|
136,869
|
|
|
|
(a)
|
|
|
|
2,181,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income before other expenses
|
|
|
(984,104
|
)
|
|
|
10,250
|
|
|
|
(47,457
|
)
|
|
|
(136,869
|
)
|
|
|
|
|
|
|
(1,158,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
(1,404,036
|
)
|
|
|
(28,933
|
)
|
|
|
(18,389
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,451,358
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,388,140
|
)
|
|
$
|
(18,683
|
)
|
|
$
|
(65,846
|
)
|
|
$
|
(136,869
|
)
|
|
|
|
|
|
$
|
(2,609,538
|
)
|
See accompanying notes to the condensed consolidated unaudited proforma financial information.
Life On Earth, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information
Proforma Note 1. — Basis of presentation
The unaudited pro forma condensed consolidated financial statements are based on Life
On Earth, Inc.’s (the “Company”, “LFER”) historical consolidated financial statements as
adjusted to give effect to the acquisitions of VK and GBC. The unaudited pro forma statement of operations for the year ended
May 31, 2018 gives effect to the VK and GBC acquisitions as if they had occurred on June 1, 2017.
Proforma Note 2 —Purchase price allocation
See Notes 3 and 4 for the purchase price allocations of GBC and VK, respectively.
The unaudited pro forma condensed financial information includes various assumptions, including those related to the purchase price allocation of the assets acquired from VK and GBC based on management’s best estimates of fair value.
Proforma Note 3 — Pro Forma adjustment
The pro forma adjustments are based on our estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial information:
(a) Reflects the depreciation related to the acquired property and equipment and the amortization of the intangible assets acquired.
Proforma Note 4 — Commitments
In connection with the acquisition of GBC, the Company assumed a lease for approximately 5,250 square feet of office and warehouse space located in Staten Island, New York at a base rent of $8,500 per month. The lease terminates on April 26, 2023, In addition, the Company entered into an employment agreement, beginning April 26, 2018, with a general manager for a period of two years at a cost of $75,000, per year.
Note 6 – ESD ACQUISITION
Effective July 7, 2016, the Company acquired all of the net assets of Energy Source Distributors, Inc. by purchasing all of the outstanding shares of common stock for $450,000.
The following table presents the unaudited pro forma condensed consolidated statements of operations for the year ended May 31, 2017
Unaudited Pro Forma Condensed Consolidated Statements of Operations
|
For the year ended May 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
Pro Forma
|
|
|
|
LFER
|
|
|
ESD
|
|
|
Adjustments
|
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales, net
|
|
$
|
142,236
|
|
|
$
|
2,661,919
|
|
|
$
|
—
|
|
|
$
|
2,804,155
|
|
Cost of goods sold
|
|
|
116,667
|
|
|
|
1,933,120
|
|
|
|
—
|
|
|
|
2,049,787
|
|
Gross income
|
|
|
25,569
|
|
|
|
728,799
|
|
|
|
—
|
|
|
|
754,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses
|
|
|
1,533,419
|
|
|
|
871,106
|
|
|
|
—
|
|
|
|
2,404,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) before other income and expenses
|
|
|
(1,507,850
|
)
|
|
|
(142,307
|
)
|
|
|
—
|
|
|
|
(1,650,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and (expenses)
|
|
|
(1,250,937
|
)
|
|
|
(103,175
|
)
|
|
|
—
|
|
|
|
(1,354,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,758,787
|
)
|
|
$
|
(245,482
|
)
|
|
$
|
—
|
|
|
$
|
(3,004,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,877,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information
|
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations
Pro Forma Note 1. — Basis of presentation
The unaudited pro forma condensed consolidated statements of operations for the year ended May 31, 2017 gives effect to the ESD acquisition as if it had occurred on June 1, 2016.
Pro Forma Note 2 — Purchase price allocation
Effective July 7, 2016, the Company acquired all of the outstanding stock of ESD and certain assets from ESD for total consideration of $450,000.
The unaudited pro forma condensed consolidated financial information includes various assumptions, including those related to the purchase price allocation of the assets acquired from ESD based on management’s estimates.
The following table shows the allocation of the purchase price to the acquired assets:
Intangible assets
|
|
$
|
375,000
|
|
Equipment
|
|
|
75,000
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
450,000
|
|
The estimated useful life of the intangible assets is ten (10) years. Amortization expense of $35,625 was recorded during the year ended May 31, 2017.
The estimated useful life of the equipment is five (5) years. Depreciation expense of $14,508 was recorded during the year ended May 31, 2017.
Note 7 -
GOODWILL
Goodwill
represents the
excess of the purchase price over the fair value of the net assets acquired from VK and GBC
as disclosed in Notes 3 and 4.
The changes in the carrying
amount of goodwill for the years ended May 31, 2018 and 2017 were as follows:
|
|
2018
|
|
2017
|
Balance at beginning of the year
|
|
$
|
|
—
|
|
|
$
|
—
|
|
Acquistion of GBC (Note 3)
|
|
|
590,000
|
|
|
|
—
|
|
Acquistion of VK (Note 4)
|
|
|
195,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
$
|
785,000
|
|
|
$
|
—
|
|
Goodwill resulting from the business acquisitions completed
in the year ended May 31, 2018 has been allocated to the financial records of the acquired entity. For the year ended May 31,
2018, the Company did not have goodwill impairment. As of May 31, 2018, there had not been any accumulated goodwill impairment
provided.
The goodwill acquired will be amortized over fifteen
(15) years for tax purposes.
Note 8 –
INTANGIBLE ASSETS
Intangible assets as of May 31, 2018 and 2017 were as
follows:
|
|
2018
|
|
2017
|
Intangible assets:
|
Intangible assets to be amortized:
|
|
|
|
|
|
|
|
|
Business relationships and customer lists
|
|
$
|
882,000
|
|
|
$
|
375,000
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
Intangible assets to be amortized:
|
|
|
|
|
|
|
|
|
Business relationships and customer lists
|
|
|
80,822
|
|
|
|
35,625
|
|
|
|
|
|
|
|
|
|
|
Net book value at the end of the year
|
|
$
|
801,178
|
|
|
$
|
339,375
|
|
The Company’s intangible assets are tested for impairment
if impairment indicators arise. The Company amortizes its intangible assets using the straight-line method over a period ranging
from 5-10 years.
Amortization expense for the years ended May 31, 2018 and 2017
was approximately $45,197 and $35,625, respectively.
The annual estimated amortization expense for intangible assets
for the five succeeding years is as follows:
For the years ended May 31,
|
|
|
|
|
|
2019
|
|
$
|
138,900
|
|
|
|
2020
|
|
$
|
138,900
|
|
|
|
2021
|
|
$
|
138,900
|
|
|
|
2022
|
|
$
|
138,900
|
|
|
|
2023
|
|
$
|
129,953
|
|
Thereafter
|
|
|
|
$
|
115,625
|
|
|
|
|
|
$
|
801,178
|
|
Note 9 - LOANS PAYABLE – STOCKHOLDERS
In April 2016, a stockholder and officer lent the Company $10,000. The loan bore interest at 18% per annum. The maturity date of the note was July 1, 2016. The loan was repaid on October 17, 2016. Interest expense on the note of $229 was recorded during the year ended May 31, 2017.
In connection with the acquisition of GBC, the Company entered into a loan
agreement with the former owners of GBC in the amount of $109,995. The former owners of GBC became stockholders of the
Company when the acquisition of GBC was completed. The loan bears interest at 7% per annum, requires monthly payments of
principal and interest totaling $4,925, and matures in April 2020, at which time all unpaid principal and interest is due.
The loan is secured by all of the assets of GBC. At May 31, 2018 the outstanding balance of the loan was $109,995.
As of May 31, 2018, future principal payments of the loan were approximately
as follows:
For the year ended May 31,
|
|
|
|
|
|
2019
|
|
$
|
52,394
|
|
|
|
2020
|
|
|
57,601
|
|
|
|
|
|
$
|
109,995
|
|
Note 10 – NOTES PAYABLE – RELATED PARTY
In June 2017, the Company issued a demand note in the amount of $20,000 to a
related party. The note is unsecured, bears interest at 15% and matured October 2016. During October 2017, the Company
repaid $18,000 of the note. During the year ended May 31, 2018, the Company recorded interest expense of $1,239. At May 31,
2018, the unpaid balance of the loan was $2,000. The unpaid balance continues to accrue interest at 15% and the lender has
not demanded payment.
Note 11 – NOTES PAYABLE
In July 2016, the Company entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Facility”) with TCA Global Credit Master Fund L.P. (“TCA”) for a total amount of $7.5 million. ESD is Corporate Guarantor to the Credit Facility. Under the terms of the Credit Facility, the Company paid advisory fees to TCA in the amount of $350,000, through the issuance of 374,332 shares of common stock. On July 5, 2016, the Company borrowed $650,000 from the Credit Facility and used the proceeds to acquire ESD for $450,000; payoff a note payable in the amount of $32,534; $74,466 was used to pay vendors for inventory purchases and $93,000 was paid to TCA for closing fees. The credit facility had a maturity date of December 27, 2017. The credit facility required fees and interest only payments at 12% during the first two months. Principal payments began in the third month. At the maturity date, all unpaid principal and interest was due. The advisory fees and closing fees totaling $443,000 were recognized as deferred financing costs. In June 2018, the Company and TCA mutually agreed to settle the debt for a total amount of $560,000, of which $410,000 is to be paid in cash in 6 equal monthly installments of $68,333 beginning in June 2018 and $150,000 to be paid with shares of the Company’s common stock. As of May 31, 2018 and 2017, the outstanding balance was $560,000 and $358,714, respectively.
As of May 31, 2018, future principal payments of the note payable were approximately as follows:
For the twelve months ending May 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
560,000
|
|
Note 12 – CONVERTIBLE NOTES PAYABLE
During the quarter ended November 30, 2016, the Company entered into Convertible Promissory Note Agreements (The “Convertible Notes”) with seven (7) individuals (“Holders”) pursuant to which they purchased the Company’s unsecured fixed price convertible promissory notes in the aggregate principal amount of $803,000. The Convertible Notes carry interest at the rate of 5% per annum and mature at various dates through November 7, 2017. The Convertible Notes were issued with a 10% original issue discount. As additional consideration for the purchase of the Convertible Notes, the Company has issued an aggregate of 1,790,000 shares of its common stock to the Holders, during March 2017. Pursuant to the Convertible Notes, the Company issued common stock purchase warrants (The “Warrants“). The Warrants allow the Holders to purchase up to an aggregate of 730,000 shares of the Company’s common stock at an exercise price of $0.85 per share until September 30, 2021. Also, under the terms of the Convertible Notes, the Company and the Holders entered into a registration rights agreement covering the 1,790,000 shares issued. Pursuant to the terms of the registration rights agreement, the Company has filed a registration statement with the U.S. Securities and Exchange Commission covering up to an aggregate of 6,033,131 shares of the Company’s common stock. The registration became effective on March 29, 2017.
F-15
On September 20, 2017 and upon maturity, the Company repaid one Convertible Note Holder the principal amount of $440,000 and, accrued and unpaid interest in the amount of $21,156. In addition, the Company purchased 1,100,000 shares of treasury stock from the Holder for $63,844 and subsequently the shares were cancelled.
In November 2017, the Company borrowed $20,000 from a related party. The note matured
in May 2018, bears interest at 7% per annum and is convertible into common stock of the Company at a fixed price of $0.15
per share. As additional consideration for the issuance of the convertible note, the Company issued 40,000 shares of the
Company’s common stock on March 1, 2018. As a result of this transaction the Company recorded a deferred finance cost
of $20,000, all of which was amortized during the year ended May 31, 2018. As of May 31, the unpaid balance of the note was $20,000.
On November 6, 2017 and upon maturity, the Company repaid two Convertible Note Holders the aggregate principal amount of $165,000 and, accrued and unpaid interest in the amount of $8,747.
During November 2017, the Company and the remaining four Convertible Note Holders agreed to extend the maturity date of their respective Convertible Notes to September 30, 2018. As of May 31, 2018, the outstanding balance was $198,000.
On September 25, 2017, the Company entered into a note purchase agreement (“NPA”), pursuant to which the Company issued a 7% secured promissory note (“SPN”) in the principal amount of $650,000 (the “650K Note”), which matures on March 25, 2019. As additional consideration for the issuance of the SPN, the Company issued 1,500,000 restricted shares of the Company’s common stock at $0.20 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.
On November 3, 2017, the NPA was amended and an additional 7% SPN was issued to the purchaser in the principal amount of $175,000 (the “$175K Note”), which matures on May 3, 2019. As additional consideration for the issuance of the $175K Note, the Company issued 800,000 restricted shares of the Company’s common stock at $0.42 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.
Both SPN’s are secured by a continuing security interest in substantially all assets of the Company. Under the terms of the NPA, the Company was required to pay a consulting fee of $65,000 to the purchaser. In November 2017, the purchaser agreed to and accepted from the Company, 433,333 shares of the Company’s common stock, which shares were issued at $0.40 per share, in lieu of payment of the consulting fee, which was recorded by the Company as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN’s.
On January 26, 2018, the Company entered into a NPA, pursuant to which the Company issued a Note in the amount of $125,000 (the “Note Purchase”). The Note bears interest at 7% per annum and matures on January 26, 2019. In connection with the NPA, the Company and the Purchaser also entered into a Side Letter, pursuant to which, as additional consideration for the NPA, the Company agreed to (i) pay to the Purchaser, the first $125,000 in cash proceeds received by the Company in connection with a NPA from third parties unaffiliated with the Purchaser (the “Cash Payment”) shall be used to reduce the amount due to the Purchaser under the $175K Note , and (ii), with certain exceptions, not issue any shares of common stock or other securities convertible into shares of common stock unless and until the Cash Payment has been made in full. As of May 31, 2018, the outstanding balance was $125,000.
As further consideration for the Note Purchase, the Company entered into an agreement to amend certain SPN’s (the “Note Amendment”), pursuant to which the $175K Note and the $650K Note (together, the “Old Notes”) were amended to provide the Purchaser with the ability to convert the principal amount of such Old Notes, together with accrued interest thereon, into shares of the Company’s common stock (the “Conversion Shares”). Pursuant to the Note Amendment, the conversion price shall be equal to $0.30, subject to adjustments as set forth in the Note Amendment, and the number of Conversion Shares issuable upon conversion of the Old Notes shall be equal to the outstanding principal amount and accrued but unpaid interest due under the terms of the Old Notes to be converted, divided by the Conversion Price. As of May 31, 2018, the outstanding balance was $825,000.
As a result of this transaction the Company recorded a deferred finance costs on the Old Notes and the Note Purchase of $950,000, of which $392,535 was amortized during the year ended May 31, 2018.
Accrued and unpaid interest expense on the NPA of $42,485 was recorded by the Company during the year ended May 31, 2018, and is reported as accounts payable and accrued expenses.
In connection with the acquisition of VK, the Company assumed a promissory note in the amount of $108,600. The note accrued interest at an annual rate of 6.5% and matured on March 31, 2018. During the year ended May 31, 2018, the Company recorded interest expense of $1,883. In December 2017, the Company made a principal payment of $5,000. On January 26, 2018, the Company entered into a Note Exchange Agreement (the “NEA”) with the owner of the promissory note assumed from VK, pursuant to which the owner agreed to cancel the promissory note in exchange for a new secured convertible promissory note (the “Note”) in the aggregate principal amount equal to $103,000, the outstanding balance. On February 14, 2018, the owner of the promissory note elected to convert the Note into 343,333 shares of the Company’s common stock.
In February 2016, the company offered a note purchase agreement, in the aggregate amount of
up to $700,000 (the “Note Offering”).
Notes issued under the Note Offering shall mature one year from the date of issuance (the “Maturity Date”), shall accrue interest at the simple rate of 7.0% per annum, and are convertible, at the holder’s option, prior to the Maturity Date into that number of shares of the Company’s common stock, equal to the lower of (i) $0.30 per share of common stock, or (ii) that number of shares of common stock equal to the average closing price of the Company’s common stock as reported on the OTC Markets for the preceding 30 trading days prior to the date of conversion, multiplied by 0.65 (the “Conversion Price”); provided, however, in the event the Conversion Price is calculated based on (ii) above, the Conversion Price shall not be lower than $0.20 per share of common stock. All amounts due under the terms of the Notes shall be secured by a continuing security interest in substantially all of the assets of the Company.
In March 2018, the Company issued secured convertible promissory notes to four (4) investors under the terms of the Note Offering in the aggregate amount of $220,000. As a result of these transactions the Company recorded deferred finance costs in the aggregate amount of $76,117, of which $16,674 was amortized during the year ended May 31, 2018. As of May 31, 2018, the outstanding balance was $220,000.
In May 2018, the Company offered a NPA, in the aggregate amount of up to $500,000 (the “2nd Note Offering”) and issued secured convertible promissory notes to two (2) investors under the terms of the 2nd Note Offering in the aggregate amount of $60,000. As result of this transaction, the Company recorded deferred finance costs in the aggregate amount of $18,558, of which $539 was amortized during the year ended May 31, 2018. As of May 31, 2018, the outstanding balance was $60,000.
As of May 31, 2018, future principal payments of the convertible notes payable were approximately as follows:
For the twelve months ending May 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
1,448,000
|
|
Note 13 – LOANS PAYABLE
In July 2016, the Company entered into an agreement (“Future Sales Proceeds Purchase Agreement”) with Merchant Cash and Capital, LLC d/b/a Bizfi (the “Buyer”). Under the terms of the agreement, the Company received $167,450 of cash proceeds from the Buyer in exchange for a loan payable in the amount of $214,200 secured by future sales proceeds. In January 2017, the Company entered into a second Future Sales Proceeds Purchase Agreement with the Buyer. Under the terms of the second agreement, the Future Sales Proceeds Purchase Agreement entered into in July 2016 was paid in full and the Company received $128,920 of cash proceeds from the Buyer in exchange for a loan payable in the amount of $281,400 secured by future sales proceeds.
The difference between the aggregate of the Future Sales Proceeds Purchase Agreement pay-off and the cash received and the cash to be paid from both future sales proceeds of $131,400 has been recognized as financing costs which was capitalized and is being amortized over the repayment period. As of May 31, 2018, capitalized financing costs related to this loan were fully amortized and the Future Sales Proceeds Purchase Agreement has been repaid in full.
Also in July 2016, the Company entered into an agreement (“Purchase and Sale Agreement”) with ESBF California LLC (“ESBF”). Under the terms of the agreement, the Company received $197,370 of cash proceeds from ESBF and agreed to repay the amount of $266,000 secured by future sales proceeds. In March 2017, the Company entered into a second Purchase and Sale Agreement with ESBF. Under the terms of the second agreement, the Purchase and Sale Agreement entered into in July 2016 was paid in full and the Company received $131,370 of cash proceeds from ESBF in exchange for a loan payable in the amount of $266,000 secured by future sales proceeds. In January 2018, the Company entered into a third Purchase and Sale Agreement with ESBF. Under the terms of the third agreement, the Purchase and Sale Agreement entered into in March 2017 was paid in full in the amount of $24,180 and the Company received approximately $170,000 of cash proceeds from the Buyer in exchange for a loan payable in the amount of $272,000 secured by future sales proceeds. In addition, the Company paid a management fee of $6,000 to complete this transaction. The difference between the aggregate of the Purchase and Sale Agreement pay-off, the management fee and the cash received and the cash to be paid from future sales proceeds of $272,000 was recognized as financing costs which has been capitalized and is being amortized over the repayment period. This amount has been reflected as a direct reduction of the loan payable in the accompanying consolidated balance sheets. During the year ended May 31, 2018, the Company made payments aggregating $120,026. The Company is obligated to make payments equal to 15% of future receipts estimated to be approximately 129 payments of $1,177 to ESBF each business day until the full amount of the future sales proceeds is repaid. The Company recognized amortization expense of $86,515 and $92,591 for the years ending May 31, 2018 and 2017, respectively. As of May 31, 2018, the outstanding balance was $151,974.
In April 2018, the Company entered into an agreement (“Purchase and Sale Agreement”) with Premium Business Services LLC (“PBS”). Under the terms of the agreement, the Company received $60,000 of cash proceeds from PBS in exchange for a loan payable in the amount of $81,000 secured by future sales proceeds. The difference between the aggregate of the Purchase and Sale Agreement pay-off and the cash to be paid from future sales proceeds of $81,000 was recognized as capitalized financing costs and is being amortized over the repayment period. This amount has been reflected as a direct reduction of the loan payable in the accompanying consolidated balance sheets. During the year ended May 31, 2018, the Company has made payments aggregating $10,714. The Company is obligated to make approximately 164 payments of $429 to PBS each business day until the full amount of the future sales proceeds is repaid. The Company recognized amortization expense of $4,074 for the year ending May 31, 2018. As of May 31, 2018, the outstanding balance was $70,286.
In connection with the acquisition of GBC, the Company acquired a loan payable with the US Small Business Administration in the amount of $135,812. The loan bears interest at prime plus 2.75% per annum, matures on December 31, 2020, and is guaranteed by both of the former owners of GBC. Minimum monthly payments of principal and interest amount to $4,383. The loan balance at May 31, 2018 and 2017 was $68,560 and $0, respectively.
In connection with the acquisition of GBC, the Company acquired a bank loan with a balance
due of $12,182 for a delivery vehicle. The loan matures in April 2020 and bears interest at 7% per annum. The monthly payments
are $578. As of May 31, 2018, the outstanding balance of the auto loan is $12,182.
As of May 31, 2018, future principal payments of loans payable were approximately as follows:
For the twelve months ending May 31,
|
|
|
|
|
|
|
|
|
2019
|
|
$
|
253,523
|
|
2020
|
|
|
32,820
|
|
2021
|
|
|
16,659
|
|
|
|
$
|
303,002
|
|
Note 14 – LINES OF CREDIT
In connection with the acquisition of GBC, the Company acquired a $15,833 credit
line with a small business lender which has no expiration date and bears interest at 10.25%. The facility is guaranteed by
one of the former stockholders of GBC. At May 31, 2018, the outstanding balance was $16,044.
In April 2017, the Company entered into a credit line with a small business lender that allows the Company to borrow up to $35,000 and bears interest at 94% per annum. The facility requires weekly payments of principal and interest. At May 31, 2018, the outstanding balance was $22,854.
In July 2017, the Company entered into a credit line with a small business lender. The facility required weekly payments of principal and interest. The principal amount was based on the outstanding balance and the weekly interest amount was 1.1% of the outstanding balance. During the year ended May 31, 2018, the Company borrowed and repaid an aggregate amount of approximately $26,000. At May 31, 2018, the outstanding balance was $0.
On September 26, 2017, the Company entered into a revolving credit note (the “Revolver”), providing for borrowings of up to $750,000 at an annual interest rate of 7%. Amounts due under the terms of the Revolver are convertible, at the option of the holder, into shares of the Company’s common stock equal to the principal and accrued interest due on the date of conversion divided by $1.50. As of May 31, 2018, the Company has not made any borrowings from the Revolver.
As of May 31, 2018, the future principal payments of our lines of credit were as follows:
For the twelve months ending May 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
38,898
|
|
Note 15 – CAPITAL
STOCK
As of May 31, 2018,
the authorized common stock of the Company was 100,000,000 shares of common stock, $0.001 par value per share, and 10,000,000
shares of preferred stock, $0.001 par value per share. At May 31, 2018 and 2017, respectively, there were 23,581,586 and 18,717,922
shares of common stock outstanding and 1,200,000 shares of preferred stock outstanding.
Preferred Stock
The Preferred Stock has the following
rights and privileges:
Voting –
One share of preferred stock has the equivalent voting rights as 50 shares of common stock.
Other rights and
preferences may be determined from time to time by the Board of Directors of the Company.
Common Stock
Shares of common stock have
the following rights and privileges:
Voting –
The holder of each share of common stock is entitled to one vote per share held. The holders of common stock are entitled to elect
members of the Board of Directors.
Dividends –
Common stockholders are entitled to receive dividends, if and when declared by the Board of Directors. The Company has not declared
dividends since inception.
Note 16 - COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of ESD, the Company assumed a lease for approximately 13,000 square feet of warehouse space located in Gilroy, California at a base rent of $5,248 per month. The lease terminates on June 30, 2021. In addition, the Company entered into an employment agreement with a general manager, for a period of one year at a cost of $58,000. The employment agreement expired in July 2017.
In connection with the acquisition of GBC, the Company assumed a lease for approximately 5,250 square feet of office and warehouse space located in Staten Island, New York at a base rent of $8,500 per month. The lease provides for annual increases of 2.5% over a period of six years and terminates on April 26, 2023. In addition, the Company entered into an employment agreement with a Stockholder, beginning April 26, 2018, for a period of two years at a cost of $75,000, per year.
Rent expense for the years ended May 31, 2018 and 2017 totaled $77,182 and $67,799, respectively.
The company’s future lease commitments is approximately as follows:
For the years ended May 31,
|
|
|
|
2019
|
|
$
|
168,000
|
|
|
2020
|
|
$
|
170,000
|
|
|
2021
|
|
$
|
141,000
|
|
|
2022
|
|
$
|
113,000
|
|
|
2023
|
|
$
|
38,000
|
|
|
Note 17 - INCOME TAXES
The deferred tax asset consists of the following:
|
|
May 31,
2018
|
|
|
May 31,
2017
|
|
Net operating loss carryforward
|
|
$
|
1,235,000
|
|
|
$
|
629,000
|
|
Stock based compensation
|
|
|
449,000
|
|
|
|
394,000
|
|
Valuation allowance
|
|
|
(1,684,000
|
)
|
|
|
(1,023,000
|
)
|
Deferred tax asset, net
|
|
$
|
—
|
|
|
$
|
—
|
|
For the years ended May 31, 2018 and 2017, the valuation allowance increased by approximately $661,000 and $160,000, respectively.
On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act ("Act") was signed into law. The Act enduringly reduces
the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative
Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate.
The deferred tax asset differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income taxes. The sources and tax effects of the differences are as follows:
Effective Income Tax Rate Reconciliation
|
|
|
|
2018
|
|
|
2017
|
|
Federal Rate
|
|
|
21
|
%
|
|
|
21
|
%
|
State Rate
|
|
|
6
|
%
|
|
|
6
|
%
|
Valuation Allowance
|
|
|
(27
|
)%
|
|
|
(27
|
)%
|
Effective income tax rate
|
|
|
0
|
%
|
|
|
0
|
%
|
As of May 31, 2018, the Company has net operating loss carryforwards of approximately $6,200,000 to reduce future federal and state taxable income.
The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company's tax years are subject to federal and state tax examinations.
Note 18 - RELATED PARTY TRANSACTIONS
During the year ended May 31, 2017 the Company paid product development consulting fees to a supplier in the amount of $7,000. The Chief Executive Officer and chairman of the Company is the supplier's President. In addition, the Chief Operating Officer and Director of the Company has a minority interest in the supplier.
The Company had leased its office on a month to month basis from the Company's Chief Operating Officer and stockholder for $750 per month. The lease terminated in March 2018.
Note 19 - BASIS OF REPORTING AND GOING CONCERN
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.
The Company has incurred losses from inception of approximately $6,271,000, has a working capital deficiency of approximately $2,830,000 and a net capital deficiency of approximately $991,000, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the sale of stock and receive additional loans from related parties. The accompanying condensed consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
Note 20 - SUBSEQUENT EVENTS
Subsequent to May 31, 2018, the Company issued 2,983,134 shares of its common
stock for financing, acquisitions, debt conversions and services.
On August 6, 2018, the Company acquired 100% of the outstanding common stock of
the Chill Group, Inc. (“JGC”) and their flagship brand “Just Chill
®
”
in exchange for 1,636,363 shares of the Company’s common stock at $0.42 per share, 850,000 warrants at $0.85 per share,
and the assumption of certain liabilities.
The Company is in the process of determining the allocation of the purchase price of JGC but the final determination has not
been completed as of the filing date of this annual report.