Notes to Condensed Consolidated Financial Statements
August 31, 2018
(Unaudited)
Note 1. NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
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 on but not limited to the emerging beverage 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”), The Giant Beverage Company, Inc. (“GBC”),
and The Chill Group (“JCG”).
LFER was incorporated in Delaware in April
2013 and acquired ESD in July 2016, VK in October 2017, GBC in April 2018 and JCG in August 2018. The Company currently markets
and sell beverages, primarily in New York and California.
Basis of Presentation
The accompanying interim condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
("GAAP") and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting.
Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been
omitted or condensed pursuant to such regulations. In the opinion of management, all adjustments considered necessary for a fair
presentation of the interim periods presented have been included. All such adjustments are of a normal recurring nature. The accompanying
condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements
and related notes included in the Company's Form 10-K as of May 31, 2018. Interim results are not necessarily indicative of the
results of a full year.
Revenue Recognition
In May 2014, the FASB issued guidance codified
in ASC 606 which amends the guidance in former ASC 605, “Revenue Recognition.” The core principle of the standard
is to recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects
the consideration expected to be received for those goods or services. The standard also requires additional disclosures around
the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The Company recognizes sales of
its beverage products, based on predetermined pricing, upon delivery of the product to its customers as that is when the
customer obtains control of the goods. We considered several factors in determining that control transfers to the customer
upon delivery of products. These factors include that legal title transfers to the customer, we have a present right to
payment, and the customer has assumed the risk and rewards of ownership at the time of delivery. Payment is typically due
within 30 days. The Company has no significant history of returns or refunds of its products. For the three months ending
August 31, 2018 and 2017, sales of our beverage products totaled $1,354,134 and $1,036,044, respectively. All sales were
to retail customers located within the United States with the majority of sales to customers in New York and California.
6
Use of Estimates
The preparation of consolidated financial statements
in accordance 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
August 31, 2018 and May 31, 2018, warrants and convertible notes payable could be converted into approximately 6,490,385 and 4,335,000
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 August 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.
7
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 August 31,
2018 and May 31, 2018, the allowance for doubtful accounts was $18,000 and $14,000, 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.
Goodwill
Goodwill is deemed to have an indefinite life,
and accordingly, is not amortized, but evaluated annually (or more frequently if events or changes in circumstances indicate the
carrying value may not be recoverable) for impairment. The most significant assumptions, which are used in this test, are estimates
of future cash flows. If these assumptions differ significantly from actual results, impairment charges may be required in the
future.
Advertising
Advertising and promotion costs are expensed
as incurred. Advertising and promotion expense amounted to $8,002 and $1,333 for the three months ended August 31, 2018 and 2017,
respectively.
Shipping and Handling
Shipping and handling costs are included in
costs of goods sold.
8
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 Financial Accounting Standards
Board (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 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. Effective June 1, 2018, the Company adopted Topic 606 using the modified retrospective
method. The Company’s accounting policy for the new standard is based on a detailed review of its business and contracts.
Based on the new guidance, the Company will continue to recognize revenue at the time its products are delivered, and therefore
adoption of the standard did not have a material impact on its financial statements and is not expected to have a material impact
in the future.
In February 2016, the FASB issued a new accounting
standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability
on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease
term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received
and the lessee’s initial direct costs. The new standard is effective for annual reporting periods beginning after December
15, 2018, including interim reporting periods within those annual reporting periods. The adoption currently
requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period
presented. In July 2018, the FASB issued ASU 2018-11 making transition requirements less burdensome. The standard provides an option
to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented
in the Company’s financial statements. The Company is beginning its evaluation of the transition methods of the standard
to determine the impact of the adoption on its financial statements.
9
In January 2017, the FASB issued an update
to the accounting guidance to simplify the testing for goodwill impairment. The update removes the requirement to determine the
implied fair value of goodwill to measure the amount of impairment loss, if any, under the second step of the current goodwill
impairment test. A company will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting
unit with its carrying amount. A goodwill impairment charge will be recognized for the amount by which the reporting unit’s
carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The guidance is effective prospectively
for public business entities for annual reporting periods beginning after December 15, 2019. This standard is required to take
effect in the Company’s first quarter (August 2020) of our fiscal year ending May 31, 2021. We do not expect the adoption
of this new guidance 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
During the three months ended August 31, 2018,
sales to five customers accounted for approximately 40% of the Company’s net sales. During the three months ended August
31, 2017, sales to three customers accounted for approximately 22% of the Company’s net sales.
Four customers accounted for approximately
14% of the Company’s accounts receivable as of August 31, 2018. One customer accounted for approximately 11% of
the Company’s accounts receivable at May 31, 2018.
Note 3 – JCG ACQUISITION
To support the company’s strategic initiatives,
the Company acquired JCG and the JCG brands.
10
Effective August 2, 2018, the Company entered
into an agreement (the “JCG Agreement”) to acquire all of the outstanding stock of JCG in exchange for 1,636,363 shares
of the Company’s restricted common stock valued at $0.39 per share for a total value of approximately $638,000. If these
shares are trading below $0.30 after August 2, 2019, the Company will issue additional shares so that the value of the 1,636,363
shares plus these additional shares, with a floor price of $0.20, will be equal to $900,000. The JCG Agreement also provides for
the issuance of 850,000 warrants for the purchase of common stock with a two-year term and an exercise price of $0.85 with a value
of approximately $9,400. The JCG Agreement also provides for an additional 1,090,909 shares of restricted common stock to be issued
when the gross revenues of the JCG brands reach $900,000 in a twelve-month period. The JCG Agreement also provides for additional
shares of restricted common stock, with a market value of $500,000 on the date of issuance, to be issued when the gross revenues
of the JCG brands reach $3,000,000 in a twelve-month period, and again when the gross revenues of the JCG brands reach $5,000,000
in a twelve-month period. The JCG Agreement also provides for the issuance of the restricted common stock and warrants to the shareholders
of JCG on a pro rata basis according to their respective percentage of ownership as of August 2, 2018. The restricted common stock
may not be transferred, sold, gifted, assigned, pledged, or otherwise disposed of, directly or indirectly, for a period of twelve
months (the “Lock-Up Period”). After the Lock-Up Period, the maximum shares that may be sold by each restricted common
stockholder during any given one-day period shall be 5% of their total holdings or no more than 20% of the average trading volume
of the preceding 30 days, whichever is less. The Company has determined the value of the contingent shares and warrants, in excess
of the initial 1,636,363 shares, to be approximately $722,000, for a total purchase price value of approximately $1,360,000.
The following table summarizes the allocation of the
purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition:
Issuance of 1,636,363 shares of common stock with an estimated fair value of $.39 per share
|
|
$
|
638,182
|
|
Contingent consideration for additional shares and warrants (included in additional paid-in capital)
|
|
|
721,818
|
|
|
|
|
|
|
Total purchase consideration
|
|
$
|
1,360,000
|
|
Cash
|
|
$
|
265
|
|
Accounts receivable
|
|
|
167,700
|
|
Inventory
|
|
|
72,035
|
|
Accounts payable
|
|
|
(65,000
|
)
|
Goodwill
|
|
|
1,185,000
|
|
Net assets acquired
|
|
$
|
1,360,000
|
|
The goodwill acquired will be amortized over
fifteen (15) years for tax purposes.
From the date of acquisition through August
31, 2018, JCG generated sales of approximately $21,000, cost of goods sold of approximately $16,000, and a net loss of approximately
$17,000.
The following table presents the unaudited
pro forma condensed consolidated statements of operations for the three months ended August 31, 2018:
11
|
|
LFER
|
|
JCG
|
|
ProForma Adjustments
|
|
Notes
|
|
ProForma Combined
|
Sales, net
|
|
$
|
1,332,946
|
|
|
$
|
162,158
|
|
|
$
|
—
|
|
|
|
|
$
|
1,495,104
|
|
Cost of goods sold
|
|
|
1,100,342
|
|
|
|
96,458
|
|
|
|
|
|
|
|
|
|
1,196,800
|
|
Gross profit
|
|
|
232,604
|
|
|
|
65,700
|
|
|
|
|
|
|
|
|
|
298,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
706,138
|
|
|
|
96,440
|
|
|
|
|
|
|
|
|
|
802,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss before other expenses
|
|
|
(473,534
|
)
|
|
|
(30,740
|
)
|
|
|
|
|
|
|
|
|
(504,274
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
(761,737
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(761,737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,235,271
|
)
|
|
$
|
(30,740
|
)
|
|
$
|
—
|
|
|
|
|
$
|
(1,266,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 acquisition of JCG as if it had occurred on June 1, 2018.
Proforma Note 2 —Purchase price allocation
The unaudited pro forma condensed financial
information includes various assumptions, including those related to the purchase price allocation of the assets acquired and liabilities
assumed from JCG based on management’s best estimates of fair value.
Note 4 – 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:
12
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 $25,350 was recorded during the three months ended August 31, 2018. The estimated useful
life of the equipment is five (5) years. Depreciation expense of $4,546 was recorded during the three months ended August 31, 2018.
The goodwill acquired will be amortized over
fifteen (15) years for tax purposes.
See Note 6 for the unaudited pro forma condensed
consolidated statements of operations for the three months ended August 31, 2017.
Note 5 – 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:
13
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.
See Note 6 for the unaudited pro forma condensed
consolidated statements of operations for the three months ended August 31, 2017.
Note 6 – UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
Life On Earth, Inc.
|
Unaudited ProForma Condensed Consolidated Financial Information
|
for the three months ended August 31, 2017
|
|
|
LFER
|
|
VK
|
|
GBC
|
|
ProForma Adjustments
|
|
|
|
ProForma Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
$
|
1,036,044
|
|
|
$
|
45,274
|
|
|
$
|
779,279
|
|
|
$
|
—
|
|
|
|
|
$
|
1,860,597
|
|
Cost of goods sold
|
|
|
818,526
|
|
|
|
30,140
|
|
|
|
695,720
|
|
|
|
—
|
|
|
|
|
|
1,544,386
|
|
Gross profit
|
|
|
217,518
|
|
|
|
15,134
|
|
|
|
83,559
|
|
|
|
—
|
|
|
|
|
|
316,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
411,729
|
|
|
|
8,188
|
|
|
|
95,423
|
|
|
|
15,175
|
|
|
a
|
|
|
530,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before other expenses
|
|
|
(194,211
|
)
|
|
|
6,946
|
|
|
|
(11,864
|
)
|
|
|
(15,175
|
)
|
|
|
|
|
(214,304
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses, net
|
|
|
(335,033
|
)
|
|
|
(1,443
|
)
|
|
|
(4,597
|
)
|
|
|
—
|
|
|
|
|
|
(341,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(529,244
|
)
|
|
$
|
5,503
|
|
|
$
|
(16,461
|
)
|
|
$
|
(15,175
|
)
|
|
|
|
$
|
(555,377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated unaudited proforma financial information.
|
14
Life On Earth, Inc.
Notes to the Unaudited ProForma 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 as if they had occurred on June 1, 2017.
ProForma Note 2 —Purchase price allocation
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.
15
Note 7 - GOODWILL
Goodwill represents the excess of the purchase
price over the fair value of the net assets acquired from JCG, VK and GBC as disclosed in Notes 3, 4 and 5. The changes in
the carrying amount of goodwill for the three months ended August, 2018 and for the year ended May 31, 2018 were as follows:
|
|
Three months ended
August 31, 2018
|
|
Year ended
May 31, 2018
|
Balance at beginning of the period/year
|
|
$
|
785,000
|
|
|
$
|
—
|
|
Acquisition of GBC (Note 4)
|
|
|
—
|
|
|
|
590,000
|
|
Acquisition of VK (Note 5)
|
|
|
—
|
|
|
|
195,000
|
|
Acquisition of JCG (Note 3)
|
|
|
1,185,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period/year
|
|
$
|
1,970,000
|
|
|
$
|
785,000
|
|
Goodwill resulting from the business acquisitions
completed in the three months ended August 31, 2018 and in the year ended May 31, 2018 have been allocated to the financial
records of the acquired entity. For the three months ended August 31, 2018 and for the year ended May 31, 2018, the Company
did not recognize goodwill impairment. As of August 31, 2018 and May 31, 2018, there had not been any accumulated
goodwill impairment recognized. The goodwill acquired will be amortized over fifteen (15) years for tax purposes.
Note 8 –
INTANGIBLE ASSETS
Intangible assets as of August 31, 2018
and May 31, 2018 are summarized as follows:
|
|
August 31, 2018
|
|
May 31, 2018
|
Intangible assets:
|
Intangible assets to be amortized:
|
|
|
|
Business relationships and customer lists
|
|
$
|
882,000
|
|
|
$
|
882,000
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
Intangible assets to be amortized:
|
|
|
|
|
|
|
|
|
Business relationships and customer lists
|
|
|
115,547
|
|
|
|
80,822
|
|
|
|
|
|
|
|
|
|
|
Net book value at the end of the period/year
|
|
$
|
766,453
|
|
|
$
|
801,178
|
|
16
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 three months ended
August 31, 2018 and 2017 was approximately $34,245 and $9,375, respectively.
The annual estimated amortization expense for
intangible assets for the five succeeding years is as follows:
For the twelve months ended August 31,
|
|
|
2019
|
|
$
|
138,900
|
|
2020
|
|
|
138,900
|
|
2021
|
|
|
138,900
|
|
2022
|
|
|
138,900
|
|
2023
|
|
|
105,083
|
|
Thereafter
|
|
|
105,770
|
|
|
|
$
|
766,453
|
|
Note 9 - LOANS PAYABLE – STOCKHOLDERS
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 August 31, 2018 and May 31, 2018 the outstanding balance of the loan
was $109,995.
As of August 31, 2018, future principal payments
of the loan were approximately as follows:
For the twelve months ended August 31,
|
|
|
2019
|
|
$
|
53,079
|
|
2020
|
|
|
56,916
|
|
|
|
$
|
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 2017. During October
2017, the Company repaid $18,000 of the note. During the three months ended August 31, 2018, the Company recorded interest expense
of $1,761. At August 31, 2018 and May 31, 2018, the unpaid principal balance of the loan was $2,000. As of August 31, 2018 the unpaid principal
balance no longer continues to accrue interest and the lender has not demanded payment.
17
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 August 31, 2018 and May 31, 2018, the outstanding balance was $205,000 and $560,000, respectively.
As of August 31, 2018, future principal payments
of the note payable were approximately as follows:
For the twelve months ending August 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
205,000
|
|
|
|
|
|
|
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.
18
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.
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.
In July 2018, the Company and one Convertible Note Holder agreed
to convert the outstanding principal balance of $110,000 and related accrued interest of $10,648 into 804,557 shares of the Company’s
common stock. As of August 31, 2018 and May 31, 2018, the outstanding balance was $88,000 and $110,000, respectively.
In November 2017, the Company borrowed $20,000
from a related party. The note matured in May 2018, bore interest at 7% per annum and was 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. In June 2018, the note was converted
into 133,333 shares of the Company’s common stock.
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.
19
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 August 31, 2018 and 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 August 31, 2018 and May 31, 2018, the outstanding balance was $737,500 and $825,000, respectively.
In July 2018, the Company (i) issued 500,000 common shares to note
holder at a conversion price of $0.175 per share, to cancel $87,500 of principal amount due by the Company regarding the $175K
Note; (ii) issued 300,000 shares at $0.175 per share to the note holder representing 100,000 shares per month penalty for the 3
month period from February 2018 through April 2018; (iii) paid the note holder an aggregate of $19,250 representing 4 months of
accrued interest due by the Company from January 2018 through April 30, 2018 regarding the $650K and the $175K Notes; and, (iv)
shall issue 196,677 shares to the note holder representing the remainder of interest due through December 31, 2018, representing
$4,302 per month due on the total principal amount due of $737,500. As a result of these transactions, the Company recorded finance
costs of $151,250 and $143,250, during the three months ended August 31, 2018 and for the year ended May 31, 2018, respectively.
The Company recorded an aggregate deferred finance costs on the
Old Notes and the Note Purchase of $950,000, of which $174,490 and $392,535 was amortized during the three months ended August
31, 2018 and for the year ended May 31, 2018, respectively.
Accrued and unpaid interest expense on the
NPA of $15,859 was recorded by the Company during the three months ended August 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.
20
In February 2018, 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% 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 $19,004 and $16,674
was amortized during the three months ended August 31, 2018 and for the year ended May 31, 2018, respectively. During the three
months ended August 31, 2018, the Company recorded interest expense of $3,850. As of August 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, as of August 31, 2018, issued secured convertible
promissory notes to nineteen (19) investors under the terms of the 2nd Note Offering in the aggregate amount of $730,000.
Notes issued under the 2
nd
Note
Offering shall mature one year from the date of issuance (the “Maturity Date”), shall accrue interest at the simple
rate of 7% 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. As additional consideration for the issuance of the notes issued under the 2
nd
Note Offering, the Company issued one (1) restricted share of the Company’s common stock to each note holder for each $1
invested, which was recorded as deferred finance cost.
As a result of this transaction, the Company
recorded deferred finance costs in the aggregate amount of $513,776, of which, $89,009 and $539 was amortized during the three
months ended August 31, 2018 and during the year ended May 31, 2018, respectively. As of August 31, 2018, the outstanding balance
was $730,000.
As of August 31, 2018, future principal payments
of the convertible notes payable were approximately as follows:
21
For the twelve months ending August 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
1,900,500
|
|
|
|
|
|
|
Note 13 – LOANS PAYABLE
In July 2016, the Company entered into an agreement
(the “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 condensed consolidated balance sheets. During the three months ended
August 31, 2018, the Company made payments aggregating $77,714. The Company is obligated to make payments equal to 15% of future
receipts estimated to be approximately 63 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 $21,025 for the three months ended August 31, 2018. As
of August 31, 2018 and May 31, 2018, the outstanding balance was $74,260 and $151,974, respectively.
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 three months ended August 31, 2018, the Company has made payments aggregating $27,857. The Company is obligated
to make approximately 99 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 $8,047 for the three months ended August 31, 2018. As of August 31, 2018 and
May 31, 2018, the outstanding balance was $42,429 and $70,286, respectively.
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. In April 2018, the Company
repaid $60,000 in accordance with the acquisition. 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 August 31, 2018 and May 31, 2018 was $57,321 and $68,560, respectively.
22
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 August 31, 2018 and May 31, 2018, the outstanding balance of the
auto loan is $9,282 and $12,182, respectively.
As of August 31, 2018, future principal payments
of loans payable were approximately as follows:
For the twelve months ending August 31,
|
|
|
|
|
|
2019
|
|
$
|
174,000
|
|
2020
|
|
|
9,000
|
|
|
|
|
|
|
|
|
$
|
183,000
|
|
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 August 31, 2018 and May 31, 2018, the outstanding balance
was $13,468 and $16,044, respectively.
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 August 31, 2018 and May 31, 2018, the outstanding balance was $23,975 and
$22,854, respectively.
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 August 31, 2018
and May 31, 2018, the Company has not made any borrowings from the Revolver.
As of August 31, 2018, the future principal
payments of our lines of credit were as follows:
For the twelve months ending August 31,
|
|
|
|
|
|
|
|
2019
|
|
$
|
37,443
|
|
|
|
|
|
|
23
Note 15 - 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 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 three months ended August
31, 2018 and 2017 totaled $34,405 and $11,363, respectively.
Note 16 - INCOME TAXES
The deferred tax asset consists of the following:
|
|
August 31, 2018
|
|
May 31, 2018
|
Net operating loss carryforward
|
|
$
|
1,579,000
|
|
|
$
|
1,235,000
|
|
Stock based compensation
|
|
|
475,000
|
|
|
|
449,000
|
|
Valuation allowance
|
|
|
(2,054,000
|
)
|
|
|
(1,684,000
|
)
|
Deferred tax asset, net
|
|
$
|
—
|
|
|
$
|
—
|
|
For the three months ended August 31, 2018
and for the year ended May 31, 2018, the valuation allowance increased by approximately $370,000 and $661,000, 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:
|
|
August 31, 2018
|
|
May 31, 2018
|
Federal Rate
|
|
|
21
|
%
|
|
|
21
|
%
|
State Rate
|
|
|
6
|
%
|
|
|
6
|
%
|
Valuation Allowance
|
|
|
-27
|
%
|
|
|
-27
|
%
|
Effective income tax rate
|
|
|
0
|
%
|
|
|
0
|
%
|
24
As of August 31, 2018, the Company has net
operating loss carryforwards of approximately $7,600,000 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 17 - RELATED PARTY TRANSACTIONS
The Company had leased office space 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 18 - 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 $7,524,000 and has a working capital deficiency of approximately $2,164,000 as of August 31, 2018.
Management believes these conditions raise substantial doubt about the Company's ability to continue as a going concern for
the twelve months following the date condensed consolidated financial statements are issued. Management intends to finance
operations over the next twelve months through borrowings from related parties, existing lenders, and others.
Note 19 - SUBSEQUENT EVENTS
Subsequent to August 31, 2018, the Company
issued 102,575 shares of its common stock, valued at approximately $40,000, for financing and services.
25