Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Apr. 30, 2022 | Jun. 08, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | HOME BISTRO, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --10-31 | |
Entity Common Stock, Shares Outstanding | 41,462,441 | |
Amendment Flag | false | |
Entity Central Index Key | 0001489588 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Apr. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56222 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 27-1517938 | |
Entity Address, Address Line One | 4014 Chase Avenue, | |
Entity Address, Address Line Two | #212 | |
Entity Address, City or Town | Miami Beach, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33140 | |
City Area Code | (631) | |
Local Phone Number | 964-1111 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2022 | Oct. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 361,636 | $ 2,275,397 |
Inventory | 30,270 | 16,020 |
Prepaid expenses and other current assets | 360,121 | 80,641 |
Total Current Assets | 752,027 | 2,372,058 |
OTHER ASSETS: | ||
Property and equipment, net | 115,618 | 130,970 |
Finance lease right-of-use assets, net | 147,597 | 181,015 |
Operating lease right-of-use assets, net | 203,277 | 268,509 |
Intangible assets, net | 2,775,440 | 3,225,361 |
Deposits | 10,000 | 10,000 |
Goodwill | 1,809,357 | 1,809,357 |
Total Assets | 5,813,316 | 7,997,270 |
CURRENT LIABILITIES: | ||
Accounts payable | 680,234 | 568,302 |
Accrued expenses and other liabilities | 163,874 | 181,037 |
Liabilities to be settled with common stock | 209,688 | |
Convertible notes payable, net of debt discount | 78,325 | 550,638 |
Convertible notes payable - related party, net of debt discount | 30,172 | |
Notes payable - current portion | 17,198 | 15,361 |
Advances payable | 350,108 | 101,945 |
Derivative liabilities | 19,476 | 86,884 |
Unredeemed gift cards | 235,728 | 164,912 |
Financing lease liability - current portion | 65,281 | 62,210 |
Operating lease liabilities - current portion | 83,378 | 101,431 |
Common stock repurchase obligation | 505,203 | 618,275 |
Total Current Liabilities | 2,198,805 | 2,690,855 |
LONG-TERM LIABILITIES: | ||
Financing lease liability - long-term portion | 91,296 | 124,649 |
Operating lease liability- long-term portion | 123,586 | 166,923 |
Notes payable - long-term portion | 289,702 | 291,539 |
Total Liabilities | 2,703,389 | 3,273,966 |
Commitments and contingency (Note 12): | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock: $0.001 par value; 20,000,000 shares authorized; | ||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 38,303,062 and 35,152,623 shares issued and outstanding as of April 30, 2022 and October 31, 2021, respectively | 38,303 | 35,152 |
Additional paid-in capital | 28,493,773 | 25,198,035 |
Deferred compensation | (336,666) | (1,374,219) |
Accumulated deficit | (25,085,483) | (19,135,664) |
Total Stockholders’ Equity | 3,109,927 | 4,723,304 |
Total Liabilities and Stockholders’ Equity | $ 5,813,316 | $ 7,997,270 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2022 | Oct. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 38,303,062 | 35,152,623 |
Common stock, shares outstanding | 38,303,062 | 35,152,623 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||||
Product sales, net | $ 743,263 | $ 328,024 | $ 1,545,062 | $ 727,051 |
Cost of sales | 746,603 | 291,693 | 1,362,597 | 580,322 |
Gross profit | (3,340) | 36,331 | 182,465 | 146,729 |
Operating Expenses: | ||||
Compensation and related expenses, includes $374,560 and $24,750 of stock-based compensation for the six months ended April 30, 2022 and 2021, respectively | 704,098 | 97,785 | 991,677 | 165,822 |
Professional and consulting expenses, includes $2,243,591 and $150,000 of stock-based compensation for the six months ended April 30, 2022 and 2021, respectively | 1,415,748 | 453,876 | 3,067,802 | 522,723 |
Professional and consulting expenses - related party | 30,000 | 60,000 | ||
Product development expense, includes $271,614 and $0 of stock-based compensation for the six months ended April 30, 2022 and 2021, respectively | 125,000 | 271,614 | ||
Selling and marketing expenses | 223,485 | 135,308 | 588,069 | 211,248 |
General and administrative expenses | 386,643 | 92,615 | 835,044 | 153,744 |
Total Operating Expenses | 2,884,974 | 779,584 | 5,814,206 | 1,053,537 |
Loss from Operations | (2,888,314) | (743,253) | (5,631,741) | (906,808) |
Other Income (Expense): | ||||
Interest expense, net | (173,399) | (452,571) | (385,486) | (471,342) |
Change in fair value of derivative liabilities | 8,230 | 150,006 | 67,408 | 182,321 |
Gain on extinguishment of debt | 26,629 | 26,629 | ||
Gain on extinguishment of accounts payable | 7,075 | |||
Total Other Expense, net | (165,169) | (275,936) | (318,078) | (255,317) |
Net Loss | $ (3,053,483) | $ (1,019,189) | $ (5,949,819) | $ (1,162,125) |
BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||
Basic and diluted (in Dollars per share) | $ (0.08) | $ (0.05) | $ (0.16) | $ (0.06) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted (in Shares) | 38,083,009 | 20,045,288 | 37,468,510 | 19,513,758 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 6 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||
Compensation and related expenses, includes of stock-based compensation | $ 374,560 | $ 24,750 |
Professional and consulting expenses, includes of stock-based compensation | 2,243,591 | 150,000 |
Product development expense, includes of stock-based compensation | $ 271,614 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Deferred Compensation | Accumulated Deficit | Total |
Balance at Oct. 31, 2020 | $ 19,004 | $ 4,349,657 | $ (6,238,085) | $ (1,869,424) | ||
Balance (in Shares) at Oct. 31, 2020 | 19,004,232 | |||||
Common stock issued for commitment fee | $ 149 | 61,584 | 61,733 | |||
Common stock issued for commitment fee (in Shares) | 148,920 | |||||
Common stock warrant issued for services | 11,471 | 11,471 | ||||
Net loss | (142,936) | (142,936) | ||||
Balance at Jan. 31, 2021 | $ 19,153 | 4,422,712 | (6,381,021) | (1,939,156) | ||
Balance (in Shares) at Jan. 31, 2021 | 19,153,152 | |||||
Common stock warrant issued for stock based compensation | $ 25 | 24,725 | 24,750 | |||
Common stock warrant issued for stock based compensation (in Shares) | 25,000 | |||||
Common stock and common stock warrants issued as commitment fee | $ 450 | 299,826 | 300,276 | |||
Common stock and common stock warrants issued as commitment fee (in Shares) | 450,000 | |||||
Common stock issued for services and prepaid services | $ 2,000 | 1,798,000 | (1,650,000) | 150,000 | ||
Common stock issued for services and prepaid services (in Shares) | 2,000,000 | |||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 145,636 | 145,636 | ||||
Net loss | (1,019,189) | (1,019,189) | ||||
Balance at Apr. 30, 2021 | $ 21,628 | 6,690,899 | (1,650,000) | (7,400,210) | (2,337,683) | |
Balance (in Shares) at Apr. 30, 2021 | 21,628,152 | |||||
Balance at Oct. 31, 2021 | $ 35,152 | 25,198,035 | (1,374,219) | (19,135,664) | 4,723,304 | |
Balance (in Shares) at Oct. 31, 2021 | 35,152,623 | |||||
Common stock issued for cash | $ 1,378 | 989,790 | 991,168 | |||
Common stock issued for cash (in Shares) | 1,378,399 | |||||
Common stock issued for services and prepaid services | $ 660 | 785,940 | 87,000 | 873,600 | ||
Common stock issued for services and prepaid services (in Shares) | 660,000 | |||||
Common stock warrant issued for services | 36,777 | 36,777 | ||||
Common stock warrant issued for services (in Shares) | ||||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 93,498 | 93,498 | ||||
Common stock issued for product development agreements | $ 100 | 99,900 | 46,614 | 146,614 | ||
Common stock issued for product development agreements (in Shares) | 100,000 | |||||
Common stock issued pursuant to lock-up agreements | $ 273 | 276,623 | 2,041 | 278,937 | ||
Common stock issued pursuant to lock-up agreements (in Shares) | 272,541 | |||||
Net loss | (2,896,336) | (2,896,336) | ||||
Balance at Jan. 31, 2022 | $ 37,563 | 27,480,563 | (1,238,564) | (22,032,000) | 4,247,562 | |
Balance (in Shares) at Jan. 31, 2022 | 37,563,563 | |||||
Common stock warrant issued for stock based compensation | 374,560 | 374,560 | ||||
Common stock issued for cash | $ 450 | 312,110 | 312,560 | |||
Common stock issued for cash (in Shares) | 449,303 | |||||
Common stock issued for services and prepaid services | 663,000 | 663,000 | ||||
Common stock issued for commitment fee | $ 45 | 29,834 | 29,879 | |||
Common stock issued for commitment fee (in Shares) | 45,989 | |||||
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 19,574 | 19,574 | ||||
Common stock issued for product development agreements | 125,000 | 125,000 | ||||
Common stock issued pursuant to lock-up agreements | $ 245 | 277,132 | 113,898 | 391,275 | ||
Common stock issued pursuant to lock-up agreements (in Shares) | 244,207 | |||||
Net loss | (3,053,483) | (3,053,483) | ||||
Balance at Apr. 30, 2022 | $ 38,303 | $ 28,493,773 | $ (336,666) | $ (25,085,483) | $ 3,109,927 | |
Balance (in Shares) at Apr. 30, 2022 | 38,303,062 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,949,819) | $ (1,162,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 125,752 | 528 |
Amortization on intangible assets | 449,921 | |
Common stock and warrants issued for stock-based compensation | 374,560 | 24,750 |
Common stock and warrants issued for services | 11,471 | |
Common stock and warrants issued for services and prepaid services | 1,603,256 | 150,000 |
Common stock and warrants issued for product development | 271,614 | |
Common stock issued pursuant to lock-up agreements | 670,212 | |
Gain on extinguishment of accounts payable | (7,075) | |
Gain on extinguishment of debt | (26,629) | |
Amortization of debt discount on convertible notes payable and advances payable | 284,183 | 432,014 |
Change in fair value of derivative liabilities | (67,408) | (182,321) |
Change in operating assets and liabilities: | ||
Inventory | (14,250) | |
Prepaid expenses and other current assets | (279,480) | (40,404) |
Accounts payable | 111,932 | 115,176 |
Accrued expense and other liabilities | (108,835) | (102,043) |
Unredeemed gift cards | 70,816 | 18,531 |
Net cash used in operating activities | (2,457,546) | (768,127) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (11,750) | (113,755) |
Net cash used by investing activities | (11,750) | (113,755) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of issuance costs | 1,303,728 | |
Proceeds from note payable | 7,000 | |
Proceeds from convertible notes payable, net of debt discount | 1,285,600 | |
Proceeds from convertible note payable - related party, net of debt discount | 100,000 | |
Proceeds from advances payable | 322,502 | 177,200 |
Repayment of convertible notes payable | (894,937) | (295,979) |
Repayments of advance payable | (112,689) | (100,773) |
Repayment of convertible notes payable - related party | (63,069) | |
Net cash provided by financing activities | 555,535 | 1,173,048 |
Net Change in Cash | (1,913,761) | 291,166 |
Cash - beginning of period | 2,275,397 | 57,082 |
Cash - end of period | 361,636 | 348,248 |
Cash paid during the period for: | ||
Interest | 61,780 | 16,491 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Initial amount of ROU asset and related liability | 540,041 | |
Reduction of the repurchase obligation pursuant to the Put Option Agreement | 113,072 | 145,636 |
Common stock and common stock warrants issued as commitment fee in connection with convertible notes payable, recorded as debt discount | 300,276 | |
Liabilities to be settled with common stock in connection with convertible notes payable | 253,921 | |
Initial derivative liability recorded in connection with convertible notes payable | $ 355,411 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) (the “Company”) was incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the Company changed its name from Vapir Enterprises Inc. to Gratitude Health, Inc. On September 14, 2020, the Company changed its name from Gratitude Health, Inc. to Home Bistro, Inc. The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal delivery, and preparation services. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has applied for and received certain financial assistance under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U.S. Government in response to COVID-19 (see Note 6). On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, LLC (“Model Meals”), acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 3) and were paid $60,000 in cash. In January 2022, the Company’s board of directors and management changed the Company’s fiscal year end from December 31 st st |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited consolidated financial statements of the Company and its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC (acquired on July 6, 2021) for the period ending April 30, 2022. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending October 31, 2022. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report, due to our change in fiscal year end, on Form 10-KT filed with the SEC on January 31, 2022. Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the six months ended April 30, 2022, the Company had a net loss and cash used in operations of $5,949,819 and $2,457,546, respectively. At April 30, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(25,085,483), $3,109,927 and $(1,446,778), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds has primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of April 30, 2022 and October 31, 2021 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At April 30, 2022 and October 31, 2021, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of April 30, 2022 and October 31, 2021, the bank balance was in excess of FDIC insured levels by approximately $112,000 and $2,025,000, respectively. The Company has not experienced any losses in such accounts through April 30, 2022. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on April 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis include embedded conversion options in convertible debt (see Note 4) and were as follows at April 30, 2022 and October 31, 2021: April 30, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 19,476 $ — $ — $ 86,884 A roll forward of the level 3 valuation financial instruments is as follows: Six Months (Unaudited) Balance at October 31, 2021 $ 86,884 Change in fair value of derivative liabilities (67,408 ) Balance at April 30, 2022 $ 19,476 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the six months ended April 30, 2022. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of April 30, 2022 and October 31, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $390,208 and $151,979 for the six months ended April 30, 2022 and 2021, respectively. Shipping and handling costs charged to customers are included in product sales. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $588,069 and $211,248, for the six months ended April 30, 2022 and 2021, respectively, which are presented on the accompanying unaudited consolidated statement of operations as selling and marketing expenses. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the six months ended April 30, 2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of April 30, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. April 30, 2022 2021 Common Stock Equivalents: Stock Warrants 16,345,066 11,866,896 Convertible Notes 159,562 2,211,779 Total 16,504,628 14,078,675 Concentration Risk The Company purchased approximately 100% of its food products from one vendor during the six months ended April 30, 2021. The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of April 30, 2021, the Company had no accounts payable balance to this vendor. During the six months ended April 30, 2022, the Company had two kitchen facilities located at Pembroke Pines, FL 33009 and Santa Ana, CA. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 during the three months ended January 31, 2022 and did not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated 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 its consolidated financial statements. |
Acquisition of a Subsidiary
Acquisition of a Subsidiary | 6 Months Ended |
Apr. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
ACQUISITION OF A SUBSIDIARY | NOTE 3 – ACQUISITION OF A SUBSIDIARY Acquisition of Model Meals Model Meals, LLC (the “Model Meals”) was formed on May 1, 2015. Model Meals provides prepackaged and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal planning, delivery, and preparation services. Products are customized meal solutions, delivered fresh directly to the home and utilizes third-party food delivery services to fulfill customers’ orders. On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received an aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1) and were paid $60,000 in cash. The shares are subject to a 24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act. The acquisition of Model Meals will allow the Company the ability to increase its customer base, geographic distribution area, and prepared meals available on its ecommerce sights. Further, on August 12, 2021, the Company filed, an amended current report Form 8-K/A, Model Meals’; (i) audited balance sheets and audited statement of operations as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, respectively,; (ii) unaudited balance sheet and unaudited statement of operations as of March 31, 2021 and for the three months ended March 31, 2021, respectively, and; (iii) unaudited pro forma combined financial information derived by the application of pro forma adjustments to the historical consolidated financial statements of the Company and Model Meals which gives effect to the Acquisition between the Company and Model Meals as if the Acquisition had occurred on January 1, 2020 with respect to the unaudited annual pro forma combined statement of operation, and as of January 1, 2021 for the three months ended March 31, 2021 unaudited pro forma combined statement of operation, and as of March 31, 2021 with respect to the unaudited pro forma combined balance sheets. In connection with the Acquisition, the assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The fair values are subject to adjustment during measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the purchase price allocation, the following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the date of the acquisition: Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about other intangible assets. The recognized goodwill related to Model Meals is directly attributable to synergies expected to arise after the acquisition. The following unaudited pro forma consolidated results of operations for the six months ended April 30, 2021 have been prepared as if the acquisition of Model Meals had occurred as of the beginning of the period: Six Months Ended April 30, (Unaudited) Net Revenues $ 2,031,170 Net Loss $ (1,353,366 ) Net Loss per Share $ (0.07 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS On July 6, 2021, the Company acquired Model Meals’ net assets with total fair value of $279,036, which includes computer software, customer relationships and trademarks, for a total consideration of $2,088,393 (see Note 3). The excess consideration over the fair value of the net assets acquired of $1,809,357 was recorded as goodwill. On June 24, 2021, the Company entered into a licensing agreement (“License Agreement”) with a celebrity chef and majority member interest holder of Homemade Meals, LLC (“Homemade Meals”). As a condition to finalizing the License Agreement, the Company executed a Membership Interest Purchase Agreement (the “Member Agreement”) and issued an aggregate of 2,266,667 shares of common stock to other members of Homemade Meals with an aggregate fair value of $2,969,334, based on the market price of common stock on the close date of October 25, 2021. The shares issued to the other members were consideration to terminate an exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. Further, the Company issued the celebrity chef 2,000,000 shares of common stock with a fair value of $2,620,000, based on the market price of common stock on the close date of Company’s common stock. The Company’s primary reason for acquiring the membership interests in Homemade Meals was to terminate the non-compete agreement between the celebrity chef and Homemade Meals, thereby enabling the celebrity chef to execute the License Agreement with the Company. At the time of execution of the Member Agreement, Homemade meals held no significant assets and had no business operations, and the Member Agreement was solely executed to terminate the exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. The Company recorded the shares given to the celebrity chef and the members of Homemade Meals has two separate transactions. The Company and the celebrity chef (collectively as “Parties”) had a preexisting relationship and other arrangements before negotiations for the acquisition of Homemade Meals and had planned to enter into a License Agreement during the negotiations, which is separate from the Member Agreement. Since ASC 805-50 includes only general principles related to accounting for an asset acquisition and in the absence of specific guidance, the Company analogized to the guidance in ASC 805-10-25-20 through 25-21– Business Combination Therefore, in accordance with ASC 805-10-25-21, the Company accounted for the 2,000,000 shares of common stock with fair value of $2,620,000, based on the market price of common stock on the acquisition date, issued to the celebrity chef as the cost of the License Agreement which was recorded as an intangible asset in the accompanying consolidated balance sheet and will be amortized over the three-year term of the License Agreement. In addition, the aggregate of 2,266,667 shares of common stock issued to other members with an aggregate fair value of $2,969,334, based on the market price of common stock on the acquisition date, was accounted for as compensation to terminate the exclusivity and non-compete agreement and was recorded as product development expense in the accompanying consolidated statement of operations. Goodwill Estimated April 30, October 31, (Unaudited) Goodwill Indefinite $ 1,809,357 $ 1,809,357 Less: Impairment — — Goodwill, net $ 1,809,357 $ 1,809,357 Intangible Assets Estimated April 30, October 31, (Unaudited) Computer software 3.5 years $ 66,198 $ 66,198 Customer relationships 7 years 43,000 43,000 Trademark Indefinite 505,000 505,000 License agreement 3 years 2,620,000 2,620,000 Total 3,234,198 3,234,198 Less: Accumulated amortization (458,758 ) (8,837 ) Intangible assets, net $ 2,775,440 $ 3,225,361 Intangible assets with a finite life, net $ 2,270,440 $ 2,720,361 During the three and six months ended April 30, 2022, the Company recorded a total of $224,960 and $449,921, respectively, of amortization expense related to the intangible assets. Amortization of intangible assets attributable to future periods is as follows: Year ending October 31: Amount 2022 $ 449,924 2023 899,845 2024 898,147 2025 6,143 2026 6,143 2027 6,143 2028 4,096 Total $ 2,270,440 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES At April 30, 2022 and October 31, 2021, the convertible debt consisted of the following: April 30, October 31, (Unaudited) Principal amount $ 133,242 $ 1,028,179 Less: debt discount (54,917 ) (477,541 ) Convertible notes payable, net $ 78,325 $ 550,638 Principal amount – related party $ — $ 63,069 Less: debt discount – related party — (32,897 ) Convertible note payable - related party, net $ — $ 30,172 Total convertible notes payable, net $ 78,325 $ 580,810 January 2021 Financing January 2021 Note II On January 27, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the January 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $330,000 (the “January 2021 Note II”) with the Company receiving $300,000 in net proceeds, net of $33,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 150,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The January 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Financings March 2021 Note I On March 22, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $55,000 (the “March 2021 Note I”) with the Company receiving $50,000 in net proceeds, net of $5,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 25,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 25,000 shares of common stock; (i) valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expire on the fifth-year anniversary from the date of issuance. March 2021 Note III – Related Party On March 30, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA III”) with an investor, who is also a major stockholder and director and considered to be a related party, for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA III, the Company; (i) issued a convertible note with principal amount of $110,000 (the “March 2021 Note III”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortize over the twelve-month term of the note; (ii) issued 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant III, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. March 2021 Note V On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 SPA V”) with an investor for the sale of the Company’s convertible note. Pursuant to the March 2021 SPA V, the Company; (i) issued a convertible note with principal amount of $165,000 (the “March 2021 Note V”) with the Company receiving $150,000 in net proceeds, net of $15,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) (as discussed below under Commitment Share True-Up Provision) The March 2021 Warrant V, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. April 2021 Financing On April 7, 2021, the Company closed a Securities Purchase Agreement dated March 29, 2021 (the “April 2021 SPA”) with an investor for the sale of the Company’s convertible note. Pursuant to the April 2021 SPA, the Company; (i) issued a convertible note with principal amount of $165,000 (the “April 2021 Note”) with the Company receiving $146,500 in net proceeds, net of $15,000 of OID and $3,500 of legal fees; (ii) issued 75,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and the investor’s ownership limitations (“Commitment Share True-up”) and; (iii) issued warrant to purchase up to 75,000 shares of common stock (the “April 2021 Warrant”, and together with the April 2021 SPA and the April 2021 Note, the “April 2021Agreements”). The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. During the six months ended April 30, 2022, the Company paid the remaining $95,684 of principal and $3,316 of accrued interest. As of April 30, 2022 and October 31, 2021, the April 2021 Note had outstanding principal of $0 and $95,684, respectively. The April 2021 Warrant, issued to the investor as commitment fee, provides for the right to purchase up to 75,000 shares of common stock; (i) valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Financings May 2021 Note I On May 17, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $132,000 (the “May 2021 Note I”) with the Company receiving $111,700 in net proceeds, net of $12,000 of OID and $8,300 of legal fees; (ii) issued 60,000 shares of common stock (the “First Commitment Shares”) as commitment fee and shall issue 165,000 shares of common stock (the “Second Commitment Shares”) issued as a returnable commitment fee, accordingly, the Company deems the Second Commitment Shares as unissued for accounting purposes and; (iii) issued warrant to purchase up to 60,000 shares of common stock (the “May 2021 Warrant I”, and together with the May 2021 SPA I and the May 2021 Note I, the “May 2021 Agreements I”). The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The May 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $41,159 of principal and $5,842 of accrued interest. During the six months ended April 30, 2022, the Company paid the remaining $90,841 of principal and $3,161 of accrued interest. As of April 30, 2022 and October 31, 2021, the May 2021 Note I had outstanding principal of $0 and $90,841, respectively. The May 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 60,000 shares of common stock; (i) valued at $9,767 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. May 2021 Note II On May 28, 2021, the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note II at any time or times on or after the occurrence of an event of default. The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). The May 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The May 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $48,219 of principal and $14,481 of accrued interest. During the six months ended April 30, 2022, the Company paid $205,832 of principal and $13,618 of accrued interest. As of April 30, 2022 and October 31, 2021, the May 2021 Note II had outstanding principal of $30,949 and $236,781, respectively. The May 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 150,000 shares of common stock; (i) valued at $30,326 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $1.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Financings September 2021 Note I On September 1, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA I, the Company; (i) issued a convertible note with principal amount of $110,000 (the “September 2021 Note I”) with the Company receiving $100,000 in net proceeds, net of $10,000 of OID; (ii) issued 50,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 50,000 shares of common stock (the “September 2021 Warrant I”, and together with the September 2021 SPA I and the September 2021 Note I, the “September 2021 Agreements I”). The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the six months ended April 30, 2022, the Company paid $96,813 of principal and $10,739 of accrued interest. As of April 30, 2022 and October 31, 2021, the September 2021 Note I had outstanding principal of $13,187 and $110,000, respectively. The September 2021 Warrant I, issued to the investor as commitment fee, provides for the right to purchase up to 50,000 shares of common stock; (i) valued at $9,493 using the relative fair value method and recorded as a debt discount to be amortized over the nine-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. September 2021 Note II On September 8, 2021, the Company closed a Securities Purchase Agreement (the “September 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the September 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $250,000 (the “September 2021 Note II”) with the Company receiving $218,250 in net proceeds, net of $25,000 of OID and $6,750 of legal fees; (ii) issued 114,000 shares of common stock (the “First Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 114,000 shares of common stock (the “September 2021 Warrant II”, and together with the September 2021 SPA II and the September 2021 Note II, the “September 2021 Agreements II”). The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note II at any time or times on or after the occurrence of an event of default. The September 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The September 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The September 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the six months ended April 30, 2022, the Company paid $160,894 of principal and $22,442 of accrued interest. As of April 30, 2022 and October 31, 2021, the September 2021 Note II had outstanding principal of $89,106 and $250,000, respectively. The September 2021 Warrant II, issued to the investor as commitment fee, provides for the right to purchase up to 114,000 shares of common stock; (i) valued at $21,004 using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) has an exercise price of $2.50; (iii) subject to adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. The Company uses the Binomial Valuation Model to determine the fair value of its stock warrants which requires the Company to make several key judgments including: ● the value of the Company’s common stock; ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yield to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock. Commitment Share True-Up Provision The March Financings, April 2021 Financing and May 2021 Note I (collectively as “Notes”), as discussed above, included a Commitment Share True-Up provision whereby if during the period beginning on the six-month anniversary of the date of the closing date and ending on the later of (i) the maturity date, or (ii) the date on which the Notes, is fully satisfied and cancelled (the “True-Up Period”), the then lowest traded price of the Company’s common stock (“Common Stock”) for any Trading Day within the True-Up Period (“Subsequent Share Price”), as reported on the Company’s principal market, is less than the closing price of the Company’s common stock on the closing date of each Note, then the Company shall, within three (3) trading days of holder’s provision of written notice in (“True-Up Notice”), issue and deliver to the holder an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Commitment Value (as defined below) divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Commitment Shares. The “Commitment Value” shall mean the product of the Commitment Shares multiplied by the closing price of the Company’s common stock on the Closing Date of each Note. Any additional shares of Common Stock issuable as defined in the Notes (“True-up Shares”), if required to be issued shall be issued provided however, that in no event shall the holder be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the holder and its affiliates of 4.99% of the outstanding shares of Common Stock at that time. For purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The Company shall at all times reserve shares of its Common Stock for Holder in an amount equal to 300% multiplied by (X) the quotient of the Commitment Value divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. At the inception of the respective Notes, the value of the true-up shares is based on a fixed monetary amount known at inception to be settled with a variable number of shares if triggered which reflects stock settled debt. During the six months ended April 30, 2022, the Company fully repaid all Notes that included the Commitment Share True-Up Provision resulting in the reduction in the accrued True-up Shares of $209,688 which was netted with the interest expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the Commitment Share True-up had an aggregate fixed monetary value of $0 and $209,688, respectively, which is reflected as liability to be settled with common stock Derivative Liabilities Pursuant to Convertible Notes In connection with the issuance of the March 2021 Financings, April 2021 Financing and May 2021 Financings, and September 2021 Financings (collectively referred to as “Notes”), the Company determined that the terms of the Notes contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon an event of default, which includes events not within the control of the Company. Accordingly, under the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock At April 30, 2022, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded a gain from the change in the derivative liabilities fair value of $67,408 for the six months ended April 30, 2022. During the six months ended April 30, 2022, the fair value of the derivative liabilities were estimated using the Monte Carlo Valuation Model with the following assumptions (see Note 2): April 30, Dividend rate — % Term (in years) 0.09 to 0.50 Volatility 90 % Risk—free interest rate 0.04 to 0.49 % Default probability 12.5 % For the six months ended April 30, 2022 and 2021, amortization of debt discounts related to the convertible notes amounted to $455,521 and $432,014 and, included as interest expense on the accompanying unaudited consolidated statements of operations. At April 30, 2022 and October 31, 2021 the unamortized debt discount was $54,917 and $510,438, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable is summarized below: April 30, October 31, (Unaudited) Principal amount $ 306,900 $ 306,900 Less: current portion (17,198 ) (15,361 ) Notes payable - long term portion $ 289,702 $ 291,539 Minimum principal payments under notes payable are as follows: Year ended October 31, 2022 (remaining) $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 Economic Injury Disaster Loan On May 20, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $149,900, net of $100 processing fee, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments in the amount of $731, including principal and interest, are due monthly beginning May 20, 2021 (twelve months from the date of the SBA Note). The balance of principal and interest is payable thirty years from the date of the SBA Note. As of April 30, 2022 and October 31, 2021, the SBA Note had outstanding principal balance of $149,900. As of April 30, 2022 and October 31, 2021, the SBA Note had an accrued interest of $10,942 and $8,152, respectively, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. On June 17, 2020, the Company entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Instalment payments, including principal and interest, are due monthly beginning June 17, 2021 (twelve months from the date of the SBA Note) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Note. As of April 30, 2022 and October 31, 2021, the SBA Note had an outstanding principal balance of $150,000. As of April 30, 2022 and October 31, 2021, the SBA Note had accrued interest of $10,510 and $7,721, respectively, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. November Note Payable On November 12, 2020, the Company entered into a Note Agreement with an investor for the sale of the Company’s note (the “Note”). Pursuant to the terms provided for in the Note Agreement, the Company issued to the investor a Note and the Company received proceeds in the amount of $7,000. The Note bears an interest of 5% per annum and matured on November 12, 2021. This Note is currently in default. As of October 31, 2021, the Note had an outstanding principal balance of $7,000 and accrued interest of $338 and as of April 30, 2022, the Note had an outstanding principal balance of $7,000 and accrued interest of $512, reflected in the accompanying unaudited consolidated balance sheets under accrued expense and other liabilities. |
Advance Payable
Advance Payable | 6 Months Ended |
Apr. 30, 2022 | |
Advance Payable Disclosure [Abstract] | |
ADVANCE PAYABLE | NOTE 7 – ADVANCE PAYABLE On July 9, 2021, the Company entered into a capital advance agreement with Shopify (“July Advance Agreement”). Under the terms of the July Advance Agreement, the Company has received $95,000 of principal and will repay $107,350 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the transition period ending October 31, 2021, the Company paid $27,056 of the outstanding balance. During the six months ended April 30, 2022, the Company repaid all of the outstanding balance. On August 31, 2021, the Company entered into a capital advance agreement with Shopify (“August Advance Agreement”). Under the terms of the August Advance Agreement, the Company has received $34,000 of principal and will repay $38,420 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. During the six months ended April 30, 2022, the Company paid $28,593 of the outstanding balance. The advance has an outstanding balance of $5,407 as of April 30, 2022, reflected as advance payable On April 5, 2022, the Company entered into a capital advance agreement with PayPal (“PayPal Advance Agreement I”). Under the terms of the PayPal Advance Agreement I, the Company received $25,000 of principal and will repay $27,502 by remitting 30% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $2,502 of debt discount which was amortized immediately to interest expense. During the six months ended April 30, 2022, the Company paid $2,140 of the outstanding balance. The advance has an outstanding balance of $25,362 as of April 30, 2022, reflected as advance payable On April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement I”). Under the terms of the April Advance Agreement I, the Company received $23,000 of principal and will repay $25,990 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $2,990 of debt discount which was amortized immediately to interest expense. The advance has an outstanding balance of $25,990 as of April 30, 2022, reflected as advance payable On April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement II”). Under the terms of the April Advance Agreement II, the Company received $120,000 of principal and will repay $135,600 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $15,600 of debt discount which was amortized immediately to interest expense. During the three months ended April 30, 2022, the Company paid $11,089 of the outstanding balance. The advance has an outstanding balance of $124,511 as of April 30, 2022, reflected as advance payable On April 6, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement III”). Under the terms of the April Advance Agreement III, the Company received $42,000 of principal and will repay $47,460 by remitting 30% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $5,460 of debt discount which was amortized immediately to interest expense. During the six months ended April 30, 2022, the Company paid $2,922 of the outstanding balance. The advance has an outstanding balance of $44,538 as of April 30, 2022, reflected as advance payable On April 16, 2022, the Company entered into a capital advance agreement with Shopify (“April Advance Agreement IV”). Under the terms of the April Advance Agreement III, the Company received $110,000 of principal and will repay $124,300 by remitting 17% of the total customer payments processed daily by the e-commerce platform provider until the advance is repaid in full. The Company recorded $14,300 of debt discount which was amortized immediately to interest expense. The advance has an outstanding balance of $124,300 as of April 30, 2022, reflected as advance payable |
Unredeemed Gift Cards
Unredeemed Gift Cards | 6 Months Ended |
Apr. 30, 2022 | |
Unredeemed Gift Card Disclosure [Abstract] | |
UNREDEEMED GIFT CARDS | NOTE 8 – UNREDEEMED GIFT CARDS Unredeemed gift cards activities as of April 30, 2022 and October 31, 2021 are summarized as follows: April 30, October 31, (Unaudited) Beginning balance $ 164,912 $ 48,311 Acquired gift card liability (see Note 3) — 87,260 Sale and issuance of gift cards 173,744 186,749 Revenue from breakage — (60,515 ) Gift card redemptions (102,928 ) (96,893 ) Ending balance $ 235,728 $ 164,912 |
Lease Liabilities
Lease Liabilities | 6 Months Ended |
Apr. 30, 2022 | |
Lease Liabilities [Abstract] | |
LEASE LIABILITIES | NOTE 9 – LEASE LIABILITIES Operating Lease Right-of-Use (“ROU”) Asset and Operating Lease Liabilities On July 6, 2021, the Company acquired Model Meals (see Note 3), which had a lease agreement for its facility in Santa Ana, California which expired in December 2021 (see Note 12) and had remaining operating right-of-use asset and liability of $76,136 and $79,054, respectively. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $14,140 for the remainder of the lease term. June 1, 2021, the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. On November 11, 2021, the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date ending on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340. The Renewed Lease Agreement can be terminated with two months’ notice. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less (see Note 2). For the six months ended April 30, 2022, total rent expense amounted to $128,639 which is included in general and administrative expenses The significant assumption used to determine the present value of the operating lease liabilities was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. April 30, 2022 October 31, (Unaudited) Operating ROU assets $ 336,614 $ 336,614 Less accumulated reductions (133,337 ) (68,105 ) Balance of Operating ROU assets, net $ 203,277 $ 268,509 Operating lease liabilities related to the Operating ROU assets is summarized below: April 30, 2022 October 31, (Unaudited) Operating lease liabilities $ 339,532 $ 339,532 Reduction of operating lease liabilities (132,568 ) (71,178 ) Total 206,964 268,354 Less: short term portion (83,378 ) (101,431 ) Long term portion $ 123,586 $ 166,923 Future minimum operating lease payments under the operating lease agreements at April 30, 2022 are as follows: Year Amount Ending October 31, 2022 (remaining) $ 49,579 Ending October 31, 2023 102,846 Ending October 31, 2024 79,991 Total minimum non-cancellable operating lease payments 232,416 Less: discount to fair value (25,452 ) Total operating lease liabilities at April 30, 2022 $ 206,964 Financing Lease Right-of-Use (“ROU”) Assets and Financing Lease Liability On July 13, 2021, the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying unaudited consolidated balance sheet under accrued expense and other liabilities The significant assumption used to determine the present value of the financing lease liability was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Financing right-of-use (“Financing ROU”) asset is summarized below: April 30, 2022 October 31, (Unaudited) Financing ROU assets $ 200,509 $ 200,509 Less accumulated depreciation (52,912 ) (19,494 ) Balance of financing ROU assets, net $ 147,597 $ 181,015 For the three and six months ended April 30, 2022, depreciation expense related to Financing ROU assets amounted to $16,709 and $33,418, respectively. Financing lease liability related to the Financing ROU assets is summarized below: April 30, 2022 October 31, (Unaudited) Financing lease payables for equipment $ 200,509 $ 200,509 Reduction of financing lease liability (43,932 ) (13,650 ) Total 156,577 186,859 Less: short term portion (65,281 ) (62,210 ) Long term portion $ 91,296 $ 124,649 Future minimum lease payments under the financing lease agreement at April 30, 2022 are as follows: Year Amount Year ending October 31, 2022 (remaining) $ 39,000 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancellable financing lease payments 175,500 Less: discount to fair value (18,923 ) Total financing lease liabilities at April 30, 2022 $ 156,577 |
Related Party Balances and Tran
Related Party Balances and Transactions | 6 Months Ended |
Apr. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 10 – RELATED PARTY BALANCES AND TRANSACTIONS The Company utilizes the shipping carrier account of a related entity, owned 50% by the Company’s current chief executive officer and principal stockholder for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 10% fee. The total amount incurred and paid to the related entity during the six months ended April 30, 2022 and 2021 was $159,748 and $82,358, respectively, which is included in cost of goods sold in the accompanying unaudited consolidated statement of operations. There were no amounts due to this related party for these services as of April 30, 2022 and October 31, 2021. See also related party convertible note in Note 5 – March 2021 Note III – Related Party. See consulting agreement in Note 12 – Consulting Agreement – Related Party |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Apr. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue 20,000,000 shares of common stock with a par value of $0.001. Common Stock Shares Authorized The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001. Common Stock Issued for Cash ● During the six months ended April 30, 2022, the Company issued an aggregate of 1,827,702 shares of common stock, to non-affiliate investors for aggregate net cash proceeds of $1,303,728. There were no shares of common stock sold during the six months ended April 30, 2021. Common Stock Issued for Services and Prepaid Services ● April 1, 2021, the Company issued an aggregate of 2,000,000 shares of common stock with grant date fair value of $1,800,000 or $0.90 per share based on the market price of common stock on grant date, to a consultant pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the twelve-month service period. During the six months ended April 30, 2022 and 2021, the Company amortized $750,000 and $150,000 of the deferred compensation related to this consulting agreement, respectively, which was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. As of April 30, 2022 and 2021, there were $0 and $1,650,000, respectively, of deferred compensation related to this consulting agreement. ● On November 8, 2021, the Company issued an aggregate of 600,000 shares of common stock with grant date fair value of $726,000 or $1.21 per share based on the market price of common stock on grant date, to a consultant pursuant to a consulting agreement. The fair value of the common stock was recorded in equity as deferred compensation which will be amortized over the six-month service period. During the six months ended April 30, 2022, the Company amortized the $726,000 of the deferred compensation which was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. As of April 30, 2022, there was no deferred compensation related to this consulting agreement. ● During the six months ended April 30, 2022, the Company granted 60,000 shares of common stock with grant date fair value of $60,600 or $1.01 per share based on the market price of common stock on grant date, to a consultant for services. The grant fair value of the common stock of $60,600 was charged to professional and consulting fee in the accompanying unaudited consolidated statements of operations. Common Stock for Commitment Fee with Convertible Notes Payable ● In December 2020, the Company issued an aggregate of 119,535 shares of common stock valued at $38,264 using the relative fair value method to two non-affiliate investors as commitment fee in connection with the December 2020 Financings which was recorded as debt discount which will be amortized over the life of the notes. ● On January 12, 2021, the Company issued 29,385 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement, valued at $23,469 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On February 3, 2021, the Company issued 150,000 shares of common stock to a non-affiliate investor as commitment fee, pursuant to a securities purchase agreement, valued at $85,981 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 22, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $6,949 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 29, 2021, the Company issued 50,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $24,504 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 50,000 shares of common stock to a related party investor as commitment fee pursuant to a securities purchase agreement, valued at $23,718 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 30, 2021, the Company issued 25,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $11,845 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On March 31, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $36,499 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● On April 7, 2021, the Company granted 75,000 shares of common stock to a non-affiliate investor as commitment fee pursuant to a securities purchase agreement, valued at $30,947 using the relative fair value method and was recorded as debt discount to be amortized over the life of the note. ● During the six months ended April 30, 2022, the Company granted 45,989 shares of common stock with grant date fair value of $29,879 or $0.65 per share based on the market price of common stock on grant date, to a convertible note holder as a commitment fee. The grant fair value of the common stock of $29,879 was charged to interest expense in the accompanying unaudited consolidated statements of operations. Common Stock Issued Pursuant to Lock-Up & Leak Out Agreements ● During the six months ended April 30, 2022, the Company issued as consideration, to several stockholders, an aggregate of 516,748 shares of common stock with grant date fair value of $554,273 or an average per share price of $1.07, based on the market price of common stock on grant date, for the stockholders’ execution of a Lock-Up & Leak Out Agreement. The grant date fair value of the common stock was initially recorded in equity as deferred compensation and is being amortized over the lock up period of three-to-four- months through April 30, 2022. During the six months ended April 30, 2022, the Company amortized $670,212 including $113,898 of deferred compensation as of October 31, 2021, of deferred compensation which was recorded as professional and consulting expenses in the accompanying unaudited consolidated statement of operations. As of April 30, 2022, there were no deferred compensation related to the Lock-Up & Leak Out Agreements. Common Stock Issued Pursuant to Product Development Agreements ● During the six months ended April 30, 2022, the Company issued 100,000 shares of common stock with grant date fair value of $100,000 based on the fair value of common stock on the date of grant, pursuant to an agreement which was recorded as deferred compensation and is being amortized over the 2-year term of the agreement. During the six months ended April 30, 2022, $271,614 of the deferred compensation was expensed as product development expense in the accompanying unaudited consolidated statements of operations related to shares issued in connection with joint product development agreements. As of April 30, 2022, there was $336,666 of deferred compensation related to the product development agreements. Common Stock Issued Pursuant to Stock-Based Compensation ● On April 29, 2021, the Company issued 25,000 shares of common stock with an aggregate grant date fair value of $24,750 or $0.99 per share based on the market price of common stock on grant date, to a board member for services rendered and was charged to compensation and related expenses in the accompanying condensed consolidated statements of operations. Stock Warrants Warrants Issued Pursuant to Stock-Based Compensation ● On March 25, 2022, the Company issued to two executives fully vested warrants to purchase up to an aggregate of 250,000 shares of the Company’s common stock, in connection with their employment agreements dated March 25, 2022. These warrants are exercisable, in whole or in part, upon issuance at $0.001 per share, and expire on March 25, 2027. These warrants have an aggregate grant date fair value of $374,560 or $1.50 per share based on the market price of common stock on grant date, recorded as compensation expense in the accompanying unaudited consolidated statements of operations. Warrants Issued for Professional Services ● During the six months ended April 30, 2021, the Company issued fully vested warrants to purchase up to 10,640 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.27 per share, and expires on December 8, 2025. These warrants have a grant date fair value of $11,471, recorded as professional and consulting expenses in the accompanying unaudited consolidated statements of operations. ● During the six months ended April 30, 2022, the Company issued fully vested warrants to purchase up to 100,000 shares of the Company’s common stock to a third-party entity in connection with a consulting agreement. This warrant is exercisable, in whole or in part, upon issuance at $1.50 per share, and expires on May 18, 2025. These warrants have a grant date fair value of $36,777, recorded as professional and consulting expenses in the accompanying unaudited consolidated statements of operations. Warrants for Commitment Fee with Convertible Notes Payable ● On January 27, 2021, the Company issued a warrant to purchase up to 150,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $31,821 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 22, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $1,346 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 25, 2021, the Company issued warrant to purchase up to 78,250 shares of common to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $4,744 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $8,350 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 29, 2021, the Company issued a warrant to purchase up to 50,000 shares of common stock to a related party investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $7,924 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 30, 2021, the Company issued a warrant to purchase up to 25,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $3,957 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $12,352 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On March 31, 2021, the Company issued a warrant to purchase up to 55,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $6,173 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. ● On April 7, 2021, the Company issued a warrant to purchase up to 75,000 shares of common stock to a non-affiliate investor as additional commitment fee pursuant to a note amendment. The warrant; (i) was valued at $9,669 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note; (ii) has an exercise price of $2.50; (iii) subject to the adjustments and 4.99%, ownership limitation and; (iv) expires on the fifth-year anniversary from the date of issuance. The Company used the Binomial pricing model to determine the fair value of its common stock warrants which requires the Company to make several key judgments including: ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yields to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term and was estimated to be 2 years. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock and the Company’s expected divided yield was estimated to be zero. Dividend rate — % Term (in years) 2.5 to 5 years Volatility 69 % Risk-free interest rate 0.14% to 0.27 % A summary of the Company’s outstanding stock warrants as of April 30, 2022 and changes during the period ended are presented below: Number of Weighted Weighted Balance on October 31, 2021 15,745,076 $ 0.170 7.4 Issued for services 100,000 1.500 4.1 Issued pursuant to employment agreements 500,000 0.001 4.9 Balance on April 30, 2022 16,345,076 $ 0.170 6.9 Stock warrants exercisable on April 30, 2022 16,345,076 $ 0.170 6.9 Certain exercisable stock warrants had per share intrinsic value of $0.49 at April 30, 2022, totaling $7,431,276. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Employment Agreement On October 1, 2021, the Company entered into an employment agreement (“Duchman Employment Agreement”) with Zalmi Scher Duchman to serve as the Company’s Chief Executive Officer. The Duchman Employment Agreement has a term of three years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 2,000,000 shares of common stock, with grant a date fair value of $2,714,971, which vested upon issuance, exercisable at $0.001 and expires on October 1, 2026. Mr. Duchman is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Mr. Duchman for cause (as defined in the Duchman Employment Agreement) by giving Mr. Duchman written notice approved by the Board of Directors (“Board”) of such termination, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based and (ii) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Duchman Employment Agreement may be terminated at Board’s discretion during the Term, provided that if Mr. Duchman is terminated without cause, the Company shall pay to Mr. Duchman an amount calculated by multiplying Mr. Duchman monthly salary, at the time of such termination, times the number of months remaining in the Term. On March 25, 2022, the Company entered into an employment agreement (“May Employment Agreement”) with Camille May to serve as the Company’s Chief Financial Officer. The May Employment Agreement has a term of two years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 250,000 shares of common stock, with grant a date fair value of $187,280, which vested upon issuance, exercisable at $0.001 and expires on March 27, 2027. Ms. May is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Ms. May for cause (as defined in the May Employment Agreement) by giving Ms. May written notice approved by the Board of Directors of such termination. Lease Obligation Settlement On February 22, 2018, the Company entered into a Surrender Agreement with a former landlord for rental obligations dating back to the year ended December 31, 2017 until the space was vacated by the Company on March 31, 2017. Upon executing the Surrender Agreement, the former landlord and the Company agreed that the total rental obligation due was $109,235. The former landlord agreed to $50,000 as full satisfaction of all obligations owed at the time of the Surrender Agreement. The Company agreed to make regular payments on the outstanding rental obligation until paid in full through September 2019; however, there is no penalty if the obligation is not fully paid by such date. As of April 30, 2022 and October 31, 2021, the balance remaining due on this obligation were $21,400 and $22,900, respectively, included in accounts payable on the accompanying unaudited consolidated balance sheets. Put Option Agreement On April 20, 2020, the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company recorded a reduction of $681,726. During the six months ended April 30, 2022, the Company recorded a reduction of $113,072. As of April 30, 2022, the Company has recorded an aggregate reduction of $794,799 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of April 30, 2022 and October 31, 2021, the Company had $0.5 and $0.6 million of common stock repurchase obligation outstanding, respectively. Joint Product Development and Distribution Agreement Corlich Enterprises, Inc On September 22, 2020, the Company and Corlich Enterprises, Inc., a New Jersey corporation (“Corlich”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date, pursuant to which, among other things, Corlich agreed to provide certain commercial services (the “Services”) of Cat Cora, an American professional chef, in order for the Company and Corlich to collaboratively develop a brand of meals (the “Cat Cora Meals”). In consideration for the Services, the Company agreed to (i) pay Corlich a royalty on net revenues generated from (A) the Cat Cora Meals, and (B) Home Bistro and Prime Chop brand orders where a dedicated code is used at purchase, and (ii) issue a warrant to purchase up to 300,000 shares of common stock. The Development Agreement has a three-year term, unless sooner terminated pursuant to its terms. During the first year of the Development Agreement’s term, Corlich is guaranteed a minimum royalty payment of $109,210. For the second and third year of the Development Agreement’s term, the Development Agreement estimates that Corlich will be guaranteed a minimum royalty payment of $218,380 and $436,770, respectively, subject to the achievement of the prior year’s guaranteed minimum royalty (“GMR”) payment and the parties’ agreement to negotiate in good faith a lower guaranteed minimum royalty if such guaranteed minimum royalty payment is not achieved or to otherwise terminate the Development Agreement. Royalties above the guaranteed minimum royalty are based on an increasing percentage of net revenues generated from the sale of Cat Cora Meals as certain revenue milestones are met as defined in the Distribution Agreement. The GMR is expensed to cost of sales over the term of the Development Agreement. During the ten months ended October 31, 2021, the Company paid an aggregate of $78,260 of accrued royalty fee. During the six months ended April 30, 2022, the Company paid an aggregate of $41,170 of accrued royalty fee. During the six months ended April 30, 2022, the Development Agreement was amended by both parties whereby the minimal royalty payment of $109,210 was extended through December 31, 2021 and the increased GMR of $218,380 would begin January 1, 2022 and the $436,770 GMR January 1, 2023. As of April 30, 2022 and October 31, 2021, a total of $33,486 and $71,896 of accrued royalty fee, respectively, was reflected under accrued expense and other liabilities in the accompanying unaudited consolidated balance sheets. Hungry Fan Brand, LLC On February 18, 2021, the Company and Hungry Fan Brand, LLC (“Hungry Fan”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Hungry Fan Meals, under the terms and conditions of the Development Agreement. For the use of Hungry Fan Meals and all associated intellectual property for the benefit of the Hungry Fan Meals, the Company shall pay to Hungry Fan the following: (i) 10% of all Net Revenue generated from the sale of the Hungry Fan Meals (the “Hungry Fan Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Hungry Fan Meals less discounts and returns. The Hungry Fan Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Hungry Fan a guaranteed minimum compensation of $24,000 over twelve months (the “GMC”), to be paid in instalments of $2,000 per month, by the 10 th Red Velvet XOXO, LLC On March 19, 2021, the Company and Red Velvet XOXO LLC, a New York corporation (“Red Velvet”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for twelve months from the effective date unless sooner terminated as defined in the Development Agreement, or unless extended by mutual agreement of the Parties. Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts, marketed and sold exclusively utilizing Red Velvet’s recipes (the “Red Velvet Desserts”) under the Home Bistro label, under the terms and conditions of the Development Agreement. For the use of Red Velvet Desserts and all associated intellectual property for the benefit of the Red Velvet Desserts, Bistro shall pay to Red Velvet the following: (i) 10% of all Net Revenue generated from the sale of the Red Velvet Desserts (the “Velvet Desserts Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Red Velvet Desserts less discounts and returns. The Velvet Desserts Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Red Velvet Desserts dedicated code was used at the time of purchase (“Velvet Desserts Commission”). The Velvet Desserts Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Velvet Desserts Commission was earned. During the ten months ended October 31, 2021, Red Velvet earned $198 of royalty fees pursuant to terms of the Development Agreement. As of April 30, 2022 and October 31, 2021, $198 of accrued royalty fee was reflected under accrued expense and other liabilities in the accompanying consolidated balance sheet. Chef Roblé & Co. On April 13, 2021, the Company and Roblé Ali (“Roblé”), celebrity chef and reality TV personality “Chef Roblé & Co.” (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”), effective the same date. The Development Agreement shall remain in effect for two years from the effective date. Pursuant to the Development Agreement, the Parties shall jointly contribute and be responsible for the development of the Roblé Meals, under the terms and conditions of the Development Agreement. For the use of Roblé Meals and all associated intellectual property for the benefit of the Roblé Meals, the Company shall pay to Roblé the following: (i) 10% of all Net Revenue generated from the sale of the Roblé Meals (the “Roblé Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Roblé Meals less discounts and returns. The Roblé Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Roblé Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Roblé dedicated code was used at the time of purchase (“Roblé Commission”). Upon execution of the Development Agreement, the Company shall provide Roblé with a dedicated code to publicly share for a mutually agreed upon percent off any purchase of Home Bistro and Prime Chop brand orders. The Company shall ensure that the code is valid and in effect for the entire term. The Roblé Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. During the transitional period ending October 31, 2021, the first condition has been satisfied by both parties and the Company paid $9,000 the GMC. As of April 30, 2022 and October 31, 2021, there were no accrued GMC as the Selling Date has not yet occurred. Claudia Cocina LLC On June 22, 2021, the Company and Claudia Cocina LLC (f/s/o Claudia Sandoval), a California limited liability company (“Claudia Cocina”) (collectively as “Parties”) entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CS Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement is effective upon signature and shall remain in effect from the first date on which the CS Meals are commercially launched (the “Launch Date”) until the last day of the month that is one year from the Launch Date (the “Initial Term”). The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) (the Initial Term and the Renewal Term, individually and together, (the “Term”) upon mutual written consent, which consent must be provided no later than sixty days prior to the end of the current Term. The Renewal Term shall be on the same terms and conditions as provided herein for the Initial Term, except that the Guaranteed Minimum Sales and the Guaranteed Minimum Royalties (“GMR”) payable during the Renewal Term shall be mutually agreed to between the Parties. The Company issued 150,000 shares of common stock with grant date fair value of $150,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement and subject to a Lock-Up Leak-Out Agreement. The Company recorded the $150,000 as deferred compensation in the accompanying consolidated balance sheet to be amortized over the term of the Development Agreement. During the six months ended April 30, 2022, the Company expensed $103,125 of the deferred compensation as product development expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, there were $18,750 and $121,875 of deferred compensation, respectively, related to this Development Agreement. Claudia Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). Payments made during any year during the Term, which are in excess of the GMR payments for the applicable year may not be credited towards another year. All GMR payments hereunder are non-refundable and are due upon the first CS Meals being launched which occurred in November 2021. During the six months ended April 30, 2022, the Company recorded $12,000 of royalty expense related to the GMR. As April 30, 2022 and October 31, 2021, there were no accrued royalty fee. Chef Richard Blais On July 22, 2021 (“Effective Date”), the Company and Trail Blais, LLC (f/s/o Chef Richard Blais), celebrity chef and reality TV personality (“Chef Richard Blais”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“Blais Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date (“Term”), ending no later than July 30, 2022. The first twelve-month anniversary of the Development Agreement shall be deemed “ Year One For the use of Chef Richard Blais and all associated intellectual property for the benefit of the Blais Meals, the Company shall pay to Blais the following: (i) 10% of all net revenue generated from the sale of Blais Meals (the “Blais Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Blais Meals less discounts and returns. The Blais Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Perfect Athlete LLC On September 15, 2021 (“Effective Date”), the Company and Perfecting Athletes, LLC (“PA” or “Perfecting Athletes”) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“PA Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-years from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “ Year One For the use of Perfecting Athletes and all associated intellectual property for the benefit of the PA Meals, the Company shall pay to Perfecting Athletes the following: (i) 10% of all net revenue generated from the sale of PA Meals (the “PA Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on PA Meals less discounts and returns. The PA Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Spicy Mango Foodies LLC On January 19, 2022 (“Effective Date”), the Company and Spicy Mango Foodies LLC (f/s/o Chef Priyanka Naik (“CPN”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CPN Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CPN Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CPN Meals. The Parties shall have the right to renew the Development Agreement for an additional one-year term (“Renewal Term”) upon mutual written consent. The Company issued 100,000 shares of common stock with grant date fair value of $100,000 based on the market price of common stock on grant date, that was deemed to be fully earned, non-assessable and irrevocable upon the execution of the Development Agreement. The Company shall record it as deferred compensation to be amortized over the Term of the Development Agreement. The Company recorded the $100,000 as deferred compensation in the accompanying unaudited consolidated balance sheet and is being amortized over the two-year term of the Development Agreement. During the six months ended April 30, 2022, the Company expensed $14,583 of the deferred compensation as product development expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022, there was $85,415 of deferred compensation related to this Development Agreement. For the use of Spicy Mango Foodies, LLC (“SMF”) and all associated intellectual property for the benefit of the CPN Meals, the Company shall pay to SMF the following: (i) 10% of all Net Revenue generated from the sale of CPN Meals (“SMF Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CPN Meals less discounts and returns. The SMF Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th th Mini Melanie, LLC On February 22, 2022 (“Effective Date”), the Company and Mini Melanie, LLC (f/s/o Chef Melanie Moss (“MM”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (“Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts (“Moss Deserts”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date. For the use of MM and all associated intellectual property for the benefit of the Moss Deserts, the Company shall pay to MM 5% of all Net Revenue generated from the sale of Moss Deserts (“MM Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Moss Deserts less discounts and returns. The MM Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10 th Consulting Agreements On April 1, 2021, the Company and Redstone Communications, LLC (“Redstone”) (collectively as “Parties”) entered into an agreement to provide strategic consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of April 1, 2021 until March 31, 2022. Pursuant to the Agreement, Redstone shall be paid, in cash, a monthly fee of $10,000 over the twelve months service period and received 2,000,000 shares of common stock with grant date fair value of $1,800,000 as compensation, which was recorded as deferred compensation in the accompanying consolidated balance sheet and amortized over the twelve months service period. In 2021, the Company amortized $1,050,000 of the deferred compensation. During the six months ended April 30, 2022, the Company amortized $750,000 of the deferred compensation and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the deferred compensation related to this Agreement was $0 and $750,000, respectively. On September 10, 2021, the Company and Bench International, LLC (“Bench International”) (collectively as “Parties”) entered into an agreement to marketing consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of September 10, 2021. Pursuant to the Agreement, Bench International shall be paid, in cash, and aggregate amount of $350,000 to be paid in seven monthly instalments of $50,000 beginning September 2021 until March 2022. In 2021, the Company paid an aggregate amount of $100,000. During the six months ended April 30, 2022, the Company paid an aggregate amount of $200,000. During the six months ended April 30, 2022, the Company recognized $175,000 of expense related to this Agreement and recorded as selling and marketing expenses in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the prepaid expense related to this Agreement were $66,667 and $41,667, respectively. On October 1, 2021, the Company and a consultant (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022, unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Pursuant to the agreement, the Company issued warrants to purchase 500,000 of common stock (“Warrant”) with a grant date fair value of $678,253 for services rendered and was recorded as professional and consulting expenses in the accompanying consolidated statement of operations in 2021. The Warrant vested upon issuance, has an exercise price of $0.001 and expiration date of October 1, 2026. In addition, the consultant shall receive $3,000 per month, payable in cash on the first of each month commencing on the effective date. Consulting Agreement – Related Party On October 1, 2021, the Company and Michael Novielli through Dutchess Capital Partners, LLC (“Dutchess Capital”) (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022 unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board of Directors and is considered a related party. Pursuant to the agreement, Dutchess Capital received warrants to purchase 1,000,000 of common stock (“Warrant”) with a grant date fair value of $1,356,507, for services rendered and was recorded as professional and consulting expenses – related party in the accompanying consolidated statement of operations. The Warrant vested upon issuance, had exercise price of $0.001 and expiration date of October 1, 2026. In addition, Dutchess Capital shall receive $10,000 per month, payable in cash on the first of each month commencing on the effective date. Lock-Up and Leak Out Agreements In 2021 and during the six months ended April 30, 2022, the Company and various stockholders (collectively as “Parties”) entered into a Lock-Up and Leak Out Agreement (“Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, stockholders, including the stockholders’ affiliated entities, agreed that for the period beginning on the respective effective dates of their Lock-Up Agreements and ending in the period between October 2021 to June 2023 (the “Lock-Up Period”), the stockholders will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly, any shares of Company’s common stock or securities convertible into or exercisable for common stock or securities or rights convertible into or exchangeable or exercisable for any common stock, whether owned by the stockholders as the date hereof or acquired subsequent to the date hereof (collectively, the “Lock-Up Shares”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement. During the ten-months ended October 31, 2021, as consideration for the stockholders’ execution of the Lock-Up Agreements, the Company issued an aggregate of 112,500 shares of common stock with grant date fair value of $152,626 which was recorded as deferred compensation and amortized over the Lock-Up Period. During the six months ended April 30, 2022, as consideration for the stockholders’ execution of the Lock-Up Agreements, the Company issued an aggregate of 516,748 shares of common stock with grant date fair value of $554,273 which was recorded as deferred compensation and amortized over the Lock-Up Period (see Note 11). During the six months ended April 30, 2022, the Company amortized $670,212 of the deferred compensation (see Note 11) and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the deferred compensation related to this Agreement were $0 and $115,938, respectively. License Agreement On June 24, 2021, the Company entered into a licensing agreement (“License Agreement”) with Ayesha Curry (see Note 4). The License Agreement has a term of three years and renewable under the terms and conditions specified in the License Agreement. Pursuant to the License Agreement the Company shall pay Ayesha Curry a 10% royalty fee of the net sales of all licensed products sold (“Royalties”). For purposes of this License Agreement, licensed product shall be considered sold on the date upon its billed, invoiced, shipped, or paid for, or when title passes to the buyer, whichever occurs first. Leases On November 11, 2021, the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date ending on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340 (see Note 9). The Renewed Lease Agreement can be terminated with two months’ notice. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less (see Note 2). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Sale of Common Stock Subsequent to April 30, 2022, the Company issued and aggregate of 84,396 common stock in exchange for $54,825 of net proceeds. Convertible Notes Payments Subsequent to April 30, 2022, the Company paid an aggregate of $75,350 of outstanding principal and interest (see Note 5). Warrant Exchange Agreements Om May 1, 2022, to induce the conversion of various outstanding warrants the Company entered into a warrant exchange agreement with various warrant holders (collectively as “Parties”) pursuant to which the Parties exercised an aggregate of 922,495 warrants with initial exercise price of $2.50 issued between January to September 2021, an agreed upon reduced exercise price of $0.75 with the Company issuing an aggregate of 3,074,983 shares of common stock in exchange for the outstanding warrants and no cash consideration. Convertible Notes May 2022 Note I On May 18, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA I”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA I, the Company; (i) issued a convertible note with principal amount of $500,000 (“May 2022 Note I”) with the Company receiving $450,000 in net proceeds, net of $40,000 of OID and $10,000 of legal fees; (ii) issued warrants to purchase up to 769,231 shares of common stock (“May 2022 Warrant I”). The May 2022 Note I bears an annual interest rate of 15% and matures on May 18, 2023. The May 2022 Note I is convertible at any time or times on or after the occurrence of an event of default, at a price equal to $0.39, provided, however, that if the Company consummates an Uplist Offering (as defined in this May 2022 Note I) within 180 calendar days after the issuance date, then the conversion price shall equal 75% of the Uplist Offering. If the date of a respective conversion under the May 2022 Note I, is prior to the date of the Uplist Offering, then the Conversion Price shall equal $0.39 per share. At any time prior to an event of default the Company shall have the option to pre-pay the outstanding principal at an amount equal to 115% of the outstanding balance plus accrued. The May 2022 Warrant I issued to the investor, provides for the right to purchase up to 769,231 shares of common stock; (i) to be valued at using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note I; (ii) exercisable at $0.65, provided, however, upon the Uplist Offering, the exercise price shall equal 120% of the Uplist Offering; after180 calendar days from the issuance date the exercise price shall be $0.65; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note I and May 2022 Warrant I are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note I and May 2022 Warrant I), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note I and May 2022 Warrant I also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. May 2022 Note II On May 24, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA II, the Company; (i) issued a convertible note with principal amount of $125,000 (“May 2022 Note II”) with the Company receiving $102,500 in net proceeds, net of $12,500 of OID and $10,000 of legal fees; (ii) issued warrants to purchase up to 217,391 shares of common stock (“May 2022 Warrant II”). The May 2022 Note II bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note II is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note II) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note II, if the date of a conversion under the May 2022 Note II is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note II at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note II shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. Upon an event of default, at the option of the investor the conversion price shall equal 90% of the lowest VWAP for the common stock during the five-trading day period prior to the conversion date. The May 2022 Warrant II issued to the investor, provides for the right to purchase up to 217,391 shares of common stock; (i) shall valued at using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note II; (ii) exercisable at $0.575, provided, however, that if the Company consummates an Uplist Offering within 180 calendar days from the issuance date in which case the exercise price shall be equal to 120% of the Uplist Offering price; after180 calendar days from the issuance date the exercise price shall be $0.575; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note II and May 2022 Warrant II are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note II and May 2022 Warrant II), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note II and the May 2022 Warrant II also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. May 2022 Note III On May 24, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA III”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2022 SPA III, the Company; (i) issued a convertible note with principal amount of $182,927 (“May 2022 Note III”) with the Company receiving $150,000 in net proceeds, net of $18,293 of OID and $14,634 of legal fees; (ii) issued warrants to purchase up to 318,134 shares of common stock (“May 2022 Warrant III”). The May 2022 Note III bears an annual interest rate of 15% and matures on May 24, 2023. The May 2022 Note III is convertible at any time or times on or after the occurrence of an event of default, at a price equal to the lower of; (i) 75% of the closing price of the common stock on the date of the investment, and (ii) 90% of the lowest VWAP for the common stock during the five trading day period ending on the latest complete trading day prior to the conversion date however if the Company consummates an Uplist Offering (as defined in the May 2022 Note III) within the 180 calendar days after the issuance date, then the conversion price shall equal 75% of the offering price per share of common stock at which the Uplist Offering is made. Unless otherwise adjusted pursuant to the terms of the May 2022 Note III, if the date of a conversion under the May 2022 Note III is prior to the date of the Uplist Offering, then the conversion price shall equal $0.345 per share. At any time prior to an event of default the Company shall have the option to pre-pay the May 2022 Note III at an amount equal to 115% of the outstanding balance plus accrued and unpaid interest on the outstanding balance. Upon the occurrence and during the continuation of any event of default, the May 2022 Note III shall become immediately due and payable at an amount equal to 150% of the outstanding principal plus accrued and unpaid interest and any default interest, if any. Upon an event of default, at the option of the investor the conversion price shall equal 90% of the lowest VWAP for the common stock during the five-trading day period prior to the conversion date. The May 2022 Warrant III issued to the investor, provides for the right to purchase up to 318,134 shares of common stock; (i) shall valued at using the relative fair value method and recorded as a debt discount to be amortized over the twelve-month term of the May 2022 Note III; (ii) exercisable at $0.575 however if the Company consummates an Uplist Offering within 180 calendar days from the issuance date in which case the exercise price shall be equal to 120% of the Uplist Offering price; after180 calendar days from the issuance date the exercise price shall be $0.575; (iii) subject to adjustments and 4.99% ownership limitation and; (iv) expires on the third-year anniversary from the date of issuance. If the Company at any time while the May 2022 Note III and May 2022 Warrant III are outstanding, sell or grant any option to purchase, sell, grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents (other than an exempt issuance as defined in the May 2022 Note III and May 2022 Warrant III), at a share price per less than the initial conversion and/or exercise price then the conversion and/or exercise price shall be reduced equal to such price and the number of common stock and/or warrant shares issuable thereunder shall be increased. The May 2022 Note III and the May 2022 Warrant III also provide the investor with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion of the note or exercise of the warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the unaudited consolidated financial statements of the Company and its active wholly owned subsidiaries, Home Bistro Holdings, Inc. and Model Meals LLC (acquired on July 6, 2021) for the period ending April 30, 2022. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending October 31, 2022. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report, due to our change in fiscal year end, on Form 10-KT filed with the SEC on January 31, 2022. |
Going Concern | Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the six months ended April 30, 2022, the Company had a net loss and cash used in operations of $5,949,819 and $2,457,546, respectively. At April 30, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(25,085,483), $3,109,927 and $(1,446,778), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The Company’s primary source of operating funds has primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of April 30, 2022 and October 31, 2021 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities. |
Cash | Cash For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At April 30, 2022 and October 31, 2021, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. As of April 30, 2022 and October 31, 2021, the bank balance was in excess of FDIC insured levels by approximately $112,000 and $2,025,000, respectively. The Company has not experienced any losses in such accounts through April 30, 2022. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on April 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis include embedded conversion options in convertible debt (see Note 4) and were as follows at April 30, 2022 and October 31, 2021: April 30, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 19,476 $ — $ — $ 86,884 A roll forward of the level 3 valuation financial instruments is as follows: Six Months (Unaudited) Balance at October 31, 2021 $ 86,884 Change in fair value of derivative liabilities (67,408 ) Balance at April 30, 2022 $ 19,476 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase prices over the fair value of nets assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Goodwill and indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial performance. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the six months ended April 30, 2022. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets including intangible assets with finite life, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Inventory | Inventory Inventory consists of non-perishable food items distributed by the Company and are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of April 30, 2022 and October 31, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed. |
Revenue Recognition | Revenue Recognition The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges. Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two to three years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date. Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Model meals, the Company’s wholly-owned subsidiary, does not have sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are recorded as a liability upon issuance and revenue when used. |
Cost of Sales | Cost of Sales The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $390,208 and $151,979 for the six months ended April 30, 2022 and 2021, respectively. Shipping and handling costs charged to customers are included in product sales. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
Advertising costs | Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $588,069 and $211,248, for the six months ended April 30, 2022 and 2021, respectively, which are presented on the accompanying unaudited consolidated statement of operations as selling and marketing expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the six months ended April 30, 2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. |
Leases | Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The potentially dilutive common stock equivalents as of April 30, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. April 30, 2022 2021 Common Stock Equivalents: Stock Warrants 16,345,066 11,866,896 Convertible Notes 159,562 2,211,779 Total 16,504,628 14,078,675 |
Concentration Risk | Concentration Risk The Company purchased approximately 100% of its food products from one vendor during the six months ended April 30, 2021. The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of April 30, 2021, the Company had no accounts payable balance to this vendor. During the six months ended April 30, 2022, the Company had two kitchen facilities located at Pembroke Pines, FL 33009 and Santa Ana, CA. The Company started producing and packaging its food products at these locations in addition to purchasing food products from other vendors which mitigated this concentration risk. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 during the three months ended January 31, 2022 and did not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated 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 its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of assets or liabilities measured at fair value | April 30, 2022 October 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 19,476 $ — $ — $ 86,884 |
Schedule of a roll forward of the level 3 valuation financial instruments | Six Months (Unaudited) Balance at October 31, 2021 $ 86,884 Change in fair value of derivative liabilities (67,408 ) Balance at April 30, 2022 $ 19,476 |
Schedule of computation of diluted shares outstanding and all dilutive securities | April 30, 2022 2021 Common Stock Equivalents: Stock Warrants 16,345,066 11,866,896 Convertible Notes 159,562 2,211,779 Total 16,504,628 14,078,675 |
Acquisition of a Subsidiary (Ta
Acquisition of a Subsidiary (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | Total Assets acquired: Current assets $ 97,140 Computer software 66,198 Customer relationships 43,000 Trademark 505,000 Goodwill 1,809,357 Total assets acquired at fair value 2,520,695 Less: total liabilities assumed (432,302 ) Net asset acquired $ 2,088,393 Purchase consideration paid: Fair value of common shares issued $ 2,028,393 Cash consideration 60,000 Total purchase consideration paid $ 2,088,393 |
Schedule of consolidated results of operations | Six Months Ended April 30, (Unaudited) Net Revenues $ 2,031,170 Net Loss $ (1,353,366 ) Net Loss per Share $ (0.07 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Estimated April 30, October 31, (Unaudited) Goodwill Indefinite $ 1,809,357 $ 1,809,357 Less: Impairment — — Goodwill, net $ 1,809,357 $ 1,809,357 |
Schedule of amortization of intangible assets | Estimated April 30, October 31, (Unaudited) Computer software 3.5 years $ 66,198 $ 66,198 Customer relationships 7 years 43,000 43,000 Trademark Indefinite 505,000 505,000 License agreement 3 years 2,620,000 2,620,000 Total 3,234,198 3,234,198 Less: Accumulated amortization (458,758 ) (8,837 ) Intangible assets, net $ 2,775,440 $ 3,225,361 Intangible assets with a finite life, net $ 2,270,440 $ 2,720,361 |
Schedule of amortization of intangible assets | Year ending October 31: Amount 2022 $ 449,924 2023 899,845 2024 898,147 2025 6,143 2026 6,143 2027 6,143 2028 4,096 Total $ 2,270,440 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | April 30, October 31, (Unaudited) Principal amount $ 133,242 $ 1,028,179 Less: debt discount (54,917 ) (477,541 ) Convertible notes payable, net $ 78,325 $ 550,638 Principal amount – related party $ — $ 63,069 Less: debt discount – related party — (32,897 ) Convertible note payable - related party, net $ — $ 30,172 Total convertible notes payable, net $ 78,325 $ 580,810 |
Schedule of fair value of the derivative liabilities | April 30, Dividend rate — % Term (in years) 0.09 to 0.50 Volatility 90 % Risk—free interest rate 0.04 to 0.49 % Default probability 12.5 % |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of note payable | April 30, October 31, (Unaudited) Principal amount $ 306,900 $ 306,900 Less: current portion (17,198 ) (15,361 ) Notes payable - long term portion $ 289,702 $ 291,539 |
Schedule of minimum principal payments under notes payable | Year ended October 31, 2022 (remaining) $ 15,620 Year ended October 31, 2023 6,369 Year ended October 31, 2024 6,608 Year ended October 31, 2025 6,859 Thereafter 271,444 Total principal payments $ 306,900 |
Unredeemed Gift Cards (Tables)
Unredeemed Gift Cards (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Unredeemed Gift Card Disclosure [Abstract] | |
Schedule of unredeemed gift cards activities | April 30, October 31, (Unaudited) Beginning balance $ 164,912 $ 48,311 Acquired gift card liability (see Note 3) — 87,260 Sale and issuance of gift cards 173,744 186,749 Revenue from breakage — (60,515 ) Gift card redemptions (102,928 ) (96,893 ) Ending balance $ 235,728 $ 164,912 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 3 Months Ended | 6 Months Ended |
Jan. 31, 2022 | Apr. 30, 2022 | |
Lease Liabilities [Abstract] | ||
Schedule of operating right-of-use asset | April 30, 2022 October 31, (Unaudited) Operating ROU assets $ 336,614 $ 336,614 Less accumulated reductions (133,337 ) (68,105 ) Balance of Operating ROU assets, net $ 203,277 $ 268,509 April 30, 2022 October 31, (Unaudited) Financing ROU assets $ 200,509 $ 200,509 Less accumulated depreciation (52,912 ) (19,494 ) Balance of financing ROU assets, net $ 147,597 $ 181,015 | |
Schedule of operating lease liabilities | April 30, 2022 October 31, (Unaudited) Operating lease liabilities $ 339,532 $ 339,532 Reduction of operating lease liabilities (132,568 ) (71,178 ) Total 206,964 268,354 Less: short term portion (83,378 ) (101,431 ) Long term portion $ 123,586 $ 166,923 April 30, 2022 October 31, (Unaudited) Financing lease payables for equipment $ 200,509 $ 200,509 Reduction of financing lease liability (43,932 ) (13,650 ) Total 156,577 186,859 Less: short term portion (65,281 ) (62,210 ) Long term portion $ 91,296 $ 124,649 | |
Schedule of future minimum operating lease payments | Year Amount Ending October 31, 2022 (remaining) $ 49,579 Ending October 31, 2023 102,846 Ending October 31, 2024 79,991 Total minimum non-cancellable operating lease payments 232,416 Less: discount to fair value (25,452 ) Total operating lease liabilities at April 30, 2022 $ 206,964 Year Amount Year ending October 31, 2022 (remaining) $ 39,000 Year ending October 31, 2023 78,000 Year ending October 31, 2024 58,500 Total minimum non-cancellable financing lease payments 175,500 Less: discount to fair value (18,923 ) Total financing lease liabilities at April 30, 2022 $ 156,577 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 6 Months Ended |
Apr. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of expected life of issued stock warrants | Dividend rate — % Term (in years) 2.5 to 5 years Volatility 69 % Risk-free interest rate 0.14% to 0.27 % |
Schedule of outstanding stock warrants | Number of Weighted Weighted Balance on October 31, 2021 15,745,076 $ 0.170 7.4 Issued for services 100,000 1.500 4.1 Issued pursuant to employment agreements 500,000 0.001 4.9 Balance on April 30, 2022 16,345,076 $ 0.170 6.9 Stock warrants exercisable on April 30, 2022 16,345,076 $ 0.170 6.9 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Jul. 06, 2021USD ($)shares |
Accounting Policies [Abstract] | |
Aggregate shares (in Shares) | shares | 2,008,310 |
Fair value amount | $ 2,028,393 |
Paid cash amount | $ 60,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Oct. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net loss | $ 5,949,819 | ||
Cash used in operations | 2,457,546 | ||
Accumulated deficit | (25,085,483) | ||
Stockholders' deficit | 3,109,927 | ||
Working capital deficit | (1,446,778) | ||
FDIC insured amount | $ 112,000 | $ 2,025,000 | |
Percentage of fair value | 50.00% | ||
Shipping and handling costs | $ 390,208 | $ 151,979 | |
Advertising costs | $ 588,069 | $ 211,248 | |
Food products purchased, percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value - USD ($) | Apr. 30, 2022 | Oct. 31, 2021 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value [Line Items] | ||
Derivative liabilities | $ 19,476 | $ 86,884 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of a roll forward of the level 3 valuation financial instruments | 6 Months Ended |
Apr. 30, 2022USD ($) | |
Schedule of a roll forward of the level 3 valuation financial instruments [Abstract] | |
Balance at October 31, 2021 | $ 86,884 |
Change in fair value of derivative liabilities | (67,408) |
Balance at April 30, 2022 | $ 19,476 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding and all dilutive securities - USD ($) | 6 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Common Stock Equivalents: | ||
Stock Warrants | $ 16,345,066 | $ 11,866,896 |
Convertible Notes | 159,562 | 2,211,779 |
Total | $ 16,504,628 | $ 14,078,675 |
Acquisition of a Subsidiary (De
Acquisition of a Subsidiary (Details) | Jul. 06, 2021USD ($)shares |
Disclosure Text Block Supplement [Abstract] | |
After the exchange, description | As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received an aggregate of 2,008,310 shares of common stock with grant date fair value of $ 2,028,393 (see Note 1) and were paid $60,000 in cash. |
Aggregate shares (in Shares) | shares | 2,008,310 |
Fair value of common stock | $ 2,028,393 |
Cash | $ 60,000 |
Acquisition of a Subsidiary (_2
Acquisition of a Subsidiary (Details) - Schedule of fair value the assets acquired and liabilities assumed at the date of the acquisition | 6 Months Ended |
Apr. 30, 2022USD ($) | |
Assets acquired: | |
Current assets | $ 97,140 |
Computer software | 66,198 |
Customer relationships | 43,000 |
Trademark | 505,000 |
Goodwill | 1,809,357 |
Total assets acquired at fair value | 2,520,695 |
Less: total liabilities assumed | (432,302) |
Net asset acquired | 2,088,393 |
Purchase consideration paid: | |
Fair value of common shares issued | 2,028,393 |
Cash consideration | 60,000 |
Total purchase consideration paid | $ 2,088,393 |
Acquisition of a Subsidiary (_3
Acquisition of a Subsidiary (Details) - Schedule of consolidated results of operations | 6 Months Ended |
Apr. 30, 2022USD ($)$ / shares | |
Schedule of consolidated results of operations [Abstract] | |
Net Revenues | $ 2,031,170 |
Net Loss | $ (1,353,366) |
Net Loss per Share (in Dollars per share) | $ / shares | $ (0.07) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Jul. 06, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | Jun. 24, 2021 |
Goodwill and Intangible Assets (Details) [Line Items] | |||||
Total fair value | $ 279,036 | ||||
Total consideration | 2,088,393 | ||||
Net assets acquired | $ 1,809,357 | ||||
Aggregate of shares of common stock (in Shares) | 2,266,667 | 2,266,667 | 2,266,667 | ||
Aggregate fair value | $ 2,969,334 | $ 2,969,334 | $ 2,969,334 | ||
Shares of common stock (in Shares) | 2,000,000 | ||||
Fair value | $ 2,620,000 | ||||
Amortization expense related to the intangible assets | $ 224,960 | 449,921 | |||
Common Stock [Member] | |||||
Goodwill and Intangible Assets (Details) [Line Items] | |||||
Net assets acquired | $ 2,620,000 | ||||
Shares of common stock (in Shares) | 2,000,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of goodwill - USD ($) | Oct. 31, 2021 | Apr. 30, 2022 |
Schedule of goodwill [Abstract] | ||
Estimated Life | Indefinite | |
Goodwill | $ 1,809,357 | $ 1,809,357 |
Less: Impairment | ||
Goodwill, net | $ 1,809,357 | $ 1,809,357 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 3 Months Ended | |
Jan. 31, 2022 | Oct. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 3,234,198 | $ 3,234,198 |
Less: Accumulated amortization | (458,758) | (8,837) |
Intangible assets, net | 2,775,440 | 3,225,361 |
Intangible assets with a finite life, net | $ 2,270,440 | 2,720,361 |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3.5 years | |
Total | $ 66,198 | 66,198 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 7 years | |
Total | $ 43,000 | 43,000 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | Indefinite | |
Total | $ 505,000 | 505,000 |
License agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Total | $ 2,620,000 | $ 2,620,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of amortization of intangible assets | Oct. 31, 2021USD ($) |
Schedule of amortization of intangible assets [Abstract] | |
2022 | $ 449,924 |
2023 | 899,845 |
2024 | 898,147 |
2025 | 6,143 |
2026 | 6,143 |
2027 | 6,143 |
2028 | 4,096 |
Total | $ 2,270,440 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Sep. 30, 2021 | Sep. 08, 2021 | Sep. 01, 2021 | May 28, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 22, 2021 | Oct. 31, 2021 | May 31, 2021 | May 17, 2021 | Apr. 30, 2021 | Jan. 27, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Jan. 31, 2021 |
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Received net proceeds | $ 150,000 | |||||||||||||||||
Net of OID | $ 15,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | |||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $36,499 and $12,352, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $34,500, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note V mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note V immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $20,167 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note V at any time or times on or after the occurrence of an Event of Default. The March 2021 Note V is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||
Debt discount | $ 510,438 | $ 54,917 | ||||||||||||||||
Ownership limitation, percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||
Debt Default, Short-Term Debt, Amount | $ 165,000 | |||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||
Aggregate fixed monetary value | 209,688 | 0 | ||||||||||||||||
Change in fair value of derivative liability | 67,408 | |||||||||||||||||
Amortization of debt issuance costs and discounts | 455,521 | $ 432,014 | ||||||||||||||||
May 2021 Note I [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Principal payments | 41,159 | |||||||||||||||||
Accrued interest | 5,842 | |||||||||||||||||
May 2021 Note II [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | 205,832 | |||||||||||||||||
Cash payments, description | the Company closed a Securities Purchase Agreement (the “May 2021 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the May 2021 SPA II, the Company; (i) issued a convertible note with principal amount of $285,000 (the “May 2021 Note II”) with the Company receiving $250,000 in net proceeds, net of $28,500 of OID and $6,500 of legal fees; (ii) issued 150,000 shares of common stock (the “Commitment Shares”) as commitment fee and; (iii) issued warrant to purchase up to 150,000 shares of common stock (the “May 2021 Warrant II”, and together with the May 2021 SPA II and the May 2021 Note II, the “May 2021Agreements II”). The 150,000 shares of common stock and 150,000 warrant issued were valued at $69,583 and $30,326, respectively, using the relative fair value method, all recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note II matures on May 26, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $31,350 due on the first day of each month, beginning August 26, 2021. | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Accrued interest | 236,781 | 13,618 | ||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||
Debt conversion, description | The May 2021 Note II is convertible at a conversion price of $0.70 (“Conversion Price”). | |||||||||||||||||
Securities Purchase Agreement Four [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 330,000 | |||||||||||||||||
Received net proceeds | 300,000 | |||||||||||||||||
Net of OID | $ 33,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 150,000 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||
Shares of common stock (in Shares) | 150,000 | |||||||||||||||||
Warrants issued (in Shares) | 150,000 | |||||||||||||||||
Shares of common stock value | $ 85,981 | |||||||||||||||||
Fair value of warrants | 31,821 | |||||||||||||||||
Commitment fair value | $ 93,750 | |||||||||||||||||
Maturity date | February 1, 2022 | |||||||||||||||||
Interest rate per annum | 8.00% | |||||||||||||||||
Increase interest rate | 140.00% | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||
Debt discount | $ 31,821 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||
Securities Purchase Agreement Three [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Cash payments, description | The Company shall make nine monthly cash payments (“Amortization Payments”) in the amount of $39,600 beginning May 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the January 2021 Note II at any time or times on or after the occurrence of an Event of Default. The January 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The January 2021 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. The January 2021 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $213,570 of principal and $24,030 of accrued interest. During the six months ended April 30, 2022, the Company paid the remaining $116,430 of principal and $2,370 of accrued interest. As of April 30, 2022, and October 31, 2021, the January 2021 Note II had outstanding principal and accrued interest of $0 and $116,430, respectively. | |||||||||||||||||
March 2021 Note I [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 55,000 | |||||||||||||||||
Received net proceeds | 50,000 | |||||||||||||||||
Net of OID | $ 5,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 25,000 | |||||||||||||||||
Cash payments, description | The 25,000 shares of common stock and 25,000 warrant issued were valued at $6,949 and $1,346, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $5,133, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note I mature on March 1, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note I immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $6,455 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note I at any time or times on or after the occurrence of an Event of Default. The March 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The March 2021 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. The March 2021 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $23,467 of the principal and $2,353 of accrued interest. | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | |||||||||||||||||
Debt discount | $ 31,533 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 742 | |||||||||||||||||
March 2021 Note II [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 0 | |||||||||||||||||
Received net proceeds | 31,533 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 25,000 | |||||||||||||||||
Debt discount | $ 1,346 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||
March 2021 Note III – Related Party [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 110,000 | |||||||||||||||||
Received net proceeds | 100,000 | |||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $23,718 and $7,924, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $22,250, all recorded as a debt discount to be amortized over the twelve-month term of the note. The March 2021 Note III mature on March 30, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the March 2021 Note III immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $12,911 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the March 2021 Note III at any time or times on or after the occurrence of an Event of Default. The March 2021 Note III is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||
March 2021 Note IV [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||
Debt discount | $ 7,924 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||
Principal payments | 46,931 | 63,069 | ||||||||||||||||
Accrued interest | 4,714 | 1,487 | ||||||||||||||||
Outstanding principal | 63,069 | 0 | ||||||||||||||||
March 2021 Note V One [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Principal payments | 68,191 | 96,809 | ||||||||||||||||
Accrued interest | 12,477 | 4,025 | ||||||||||||||||
March 2021 Note V [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | |||||||||||||||||
Debt discount | $ 12,352 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||
Outstanding principal | 96,809 | 0 | ||||||||||||||||
April Financing [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 165,000 | |||||||||||||||||
Received net proceeds | 146,500 | |||||||||||||||||
Net of OID | $ 15,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 75,000 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | |||||||||||||||||
Fair value of warrants | $ 9,669 | |||||||||||||||||
Cash payments, description | The 75,000 shares of common stock and 75,000 warrant issued were valued at $31,913 and $9,669, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $27,375, recorded as a debt discount to be amortized over the twelve-month term of the note. The April 2021 Note I mature on March 30, 2022 and a one-time interest charge of 8% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the April 2021 Note immediately prior to the occurrence of the Event of Default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $19,800 due on the first day of each month, beginning July 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the April 2021 Note at any time or times on or after the occurrence of an Event of Default. The April 2021 Note is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). The April 2021 Agreements contain other provisions, covenants, and restrictions common with this type of debt transaction. The April 2021 SPA also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. During the transitional period ending October 31, 2021, the Company paid $69,316 of principal and $9,884 of accrued interest. During the six months ended April 30, 2022, the Company paid the remaining $95,684 of principal and $3,316 of accrued interest. As of April 30, 2022 and October 31, 2021, the April 2021 Note had outstanding principal of $0 and $95,684, respectively. | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 75,000 | 75,000 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||
Legal fees | $ 3,500 | |||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | ||||||||||||||||
Securities Purchase Agreement Ten [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 132,000 | |||||||||||||||||
Received net proceeds | 111,700 | |||||||||||||||||
Net of OID | $ 12,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 165,000 | |||||||||||||||||
Shares of common stock (in Shares) | 60,000 | |||||||||||||||||
Cash payments, description | The 60,000 shares of common stock and 60,000 warrant issued were valued at $26,824 and $9,767, respectively, using the relative fair value method and the Commitment Share True-up had a fixed monetary value of $26,700, recorded as a debt discount to be amortized over the twelve-month term of the note. The May 2021 Note I matures on May 10, 2022 and a one-time interest charge of 10% was applied on the issue date and will be payable on the maturity date; in an event of default, the interest rate shall increase to 16% per annum. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the May 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $15,667 due on the first day of each month, beginning August 9, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the May 2021 Note I at any time or times on or after the occurrence of an event of default. The May 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 60,000 | |||||||||||||||||
Principal payments | 90,841 | |||||||||||||||||
Accrued interest | 3,161 | |||||||||||||||||
Outstanding principal | 90,841 | 0 | ||||||||||||||||
Legal fees | $ 8,300 | |||||||||||||||||
Purchase shares of common stock (in Shares) | 60,000 | |||||||||||||||||
Securities Purchase Agreement Ten [Member] | May 2021 Note II [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Fair value of warrants | $ 30,326 | |||||||||||||||||
Commitment fair value | $ 9,767 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 150,000 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1.5 | |||||||||||||||||
Outstanding principal | 30,949 | |||||||||||||||||
May 2021 Note II [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Principal payments | 48,219 | |||||||||||||||||
Accrued interest | 14,481 | |||||||||||||||||
September 2021 Note I [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 110,000 | |||||||||||||||||
Received net proceeds | 100,000 | |||||||||||||||||
Net of OID | $ 10,000 | |||||||||||||||||
Commitment fee shares (in Shares) | 50,000 | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||
Cash payments, description | The 50,000 shares of common stock and 50,000 warrant issued were valued at $24,877 and $9,493, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the nine-month term of the note. The September 2021 Note I matures on June 1, 2022 and a one-time OID charge of 10% was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note I immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $13,444 due on the first day of each month, beginning October 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note I at any time or times on or after the occurrence of an event of default. The September 2021 Note I is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 50,000 | |||||||||||||||||
Debt discount | $ 9,493 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||
Accrued interest | 13,187 | |||||||||||||||||
Outstanding principal | 110,000 | |||||||||||||||||
September 2021 Note I [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Principal payments | 96,813 | |||||||||||||||||
Accrued interest | 10,739 | |||||||||||||||||
September 2021 Note II [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||
Received net proceeds | 218,250 | |||||||||||||||||
Net of OID | $ 25,000 | |||||||||||||||||
Shares of common stock (in Shares) | 114,000 | |||||||||||||||||
Fair value of warrants | $ 21,004 | |||||||||||||||||
Cash payments, description | The 114,000 shares of common stock and 114,000 warrant issued were valued at $59,468 and $21,004, respectively, using the relative fair value method, recorded as a debt discount to be amortized over the twelve-month term of the note. The September 2021 Note II matures on August 1, 2022 and 10% of OID was applied on the issue date and will be payable on the maturity date. Upon an event of default, the outstanding balance will immediately and automatically increase to 140% of the outstanding balance under the September 2021 Note II immediately prior to the occurrence of the event of default and becomes immediately due and payable. The Company shall make nine monthly cash payments (“Amortization Payments”), in the amount of $30,556 due on the first day of each month, beginning December 1, 2021. If the first day of any calendar month is not on a business day, then the Company shall make monthly payments on the next business day. The investor may only convert the September 2021 Note II at any time or times on or after the occurrence of an event of default. The September 2021 Note II is convertible at the rate equal to 105% of the lowest trading price occurring during the twenty-five consecutive trading days immediately preceding the applicable conversion date (“Conversion Price”). | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 114,000 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | |||||||||||||||||
Principal payments | 160,894 | |||||||||||||||||
Accrued interest | 22,442 | |||||||||||||||||
Outstanding principal | $ 250,000 | $ 89,106 | ||||||||||||||||
Legal fees | $ 6,750 | |||||||||||||||||
Ownership limitation percentage | 4.99% | |||||||||||||||||
Purchase shares of common stock (in Shares) | 114,000 | |||||||||||||||||
Securities Purchase Agreement Two [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Cash payments, description | The March Financings, April 2021 Financing and May 2021 Note I (collectively as “Notes”), as discussed above, included a Commitment Share True-Up provision whereby if during the period beginning on the six-month anniversary of the date of the closing date and ending on the later of (i) the maturity date, or (ii) the date on which the Notes, is fully satisfied and cancelled (the “True-Up Period”), the then lowest traded price of the Company’s common stock (“Common Stock”) for any Trading Day within the True-Up Period (“Subsequent Share Price”), as reported on the Company’s principal market, is less than the closing price of the Company’s common stock on the closing date of each Note, then the Company shall, within three (3) trading days of holder’s provision of written notice in (“True-Up Notice”), issue and deliver to the holder an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Commitment Value (as defined below) divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Commitment Shares. The “Commitment Value” shall mean the product of the Commitment Shares multiplied by the closing price of the Company’s common stock on the Closing Date of each Note. Any additional shares of Common Stock issuable as defined in the Notes (“True-up Shares”), if required to be issued shall be issued provided however, that in no event shall the holder be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the holder and its affiliates of 4.99% of the outstanding shares of Common Stock at that time. For purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The Company shall at all times reserve shares of its Common Stock for Holder in an amount equal to 300% multiplied by (X) the quotient of the Commitment Value divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. At the inception of the respective Notes, the value of the true-up shares is based on a fixed monetary amount known at inception to be settled with a variable number of shares if triggered which reflects stock settled debt. During the six months ended April 30, 2022, the Company fully repaid all Notes that included the Commitment Share True-Up Provision resulting in the reduction in the accrued True-up Shares of $209,688 which was netted with the interest expense in the accompanying unaudited consolidated statement of operations. |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of convertible debt - USD ($) | Apr. 30, 2022 | Oct. 31, 2021 |
Schedule of convertible debt [Abstract] | ||
Principal amount | $ 133,242 | $ 1,028,179 |
Less: debt discount | (54,917) | (477,541) |
Convertible notes payable, net | 78,325 | 550,638 |
Principal amount – related party | 63,069 | |
Less: debt discount – related party | (32,897) | |
Convertible note payable - related party, net | 30,172 | |
Total convertible notes payable, net | $ 78,325 | $ 580,810 |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities | 6 Months Ended |
Apr. 30, 2022 | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Default probability | 12.50% |
Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 2 years 6 months |
Risk—free interest rate | 0.14% |
Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 5 years |
Risk—free interest rate | 0.27% |
Convertible Debt [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Volatility | 90.00% |
Convertible Debt [Member] | Minimum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 1 month 2 days |
Risk—free interest rate | 0.04% |
Convertible Debt [Member] | Maximum [Member] | |
Convertible Notes (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 6 months |
Risk—free interest rate | 0.49% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 12, 2020 | Jun. 17, 2020 | May 20, 2020 | Apr. 30, 2022 | Oct. 31, 2021 |
Notes Payable (Details) [Line Items] | |||||
Interest rate | 3.75% | ||||
Installment payments | $ 2,000 | ||||
Economic Injury Disaster Loan [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Outstanding principal balance amount | 149,900 | $ 149,900 | |||
Outstanding principal balance | 150,000 | 150,000 | |||
SBA Loan Agreement [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Working capital | $ 149,900 | ||||
Net of processing fee | $ 100 | ||||
Bears interest rate | 3.75% | ||||
Installment payments amount | $731 | ||||
Accrued interest | 10,942 | 8,152 | |||
Company received in advanced | $ 150,000 | ||||
Installment payments | $ 731 | ||||
SBA Note [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Accrued interest | 10,510 | 7,721 | |||
November Note Payable [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Bears interest rate | 5.00% | ||||
Outstanding principal balance | 7,000 | $ 7,000 | |||
Accrued interest | 338 | ||||
Proceeds received from issuance of note | $ 7,000 | ||||
Maturity date | Nov. 12, 2021 | ||||
Accrued interest | $ 512 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Apr. 30, 2022 | Oct. 31, 2021 |
Schedule of notes payable [Abstract] | ||
Principal amount | $ 306,900 | $ 306,900 |
Less: current portion | (17,198) | (15,361) |
Notes payable - long term portion | $ 289,702 | $ 291,539 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of minimum principal payments under notes payable | Apr. 30, 2022USD ($) |
Schedule of minimum principal payments under notes payable [Abstract] | |
Year ended October 31, 2022 (remaining) | $ 15,620 |
Year ended October 31, 2023 | 6,369 |
Year ended October 31, 2024 | 6,608 |
Year ended October 31, 2025 | 6,859 |
Thereafter | 271,444 |
Total principal payments | $ 306,900 |
Advance Payable (Details)
Advance Payable (Details) - USD ($) | Apr. 06, 2022 | Apr. 05, 2022 | Apr. 07, 2021 | Apr. 16, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Jan. 27, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | Oct. 31, 2021 | Jul. 09, 2021 |
Advance Payable (Details) [Line Items] | ||||||||||||||||
Outstanding balance advance | $ 11,089 | |||||||||||||||
Debt discount | $ 9,669 | $ 6,173 | $ 3,957 | $ 7,924 | $ 4,744 | $ 1,346 | $ 31,821 | 284,183 | $ 432,014 | |||||||
July Advance Agreement [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 95,000 | |||||||||||||||
Repayment of notes payable | $ 107,350 | |||||||||||||||
Remitting percentage | 17.00% | |||||||||||||||
Outstanding balance | $ 27,056 | |||||||||||||||
August Advance Agreement [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | $ 34,000 | |||||||||||||||
Advance repaid | $ 38,420 | |||||||||||||||
Total customer payments percentage | 17.00% | |||||||||||||||
Outstanding balance | 28,593 | |||||||||||||||
Outstanding balance advance | 5,407 | |||||||||||||||
PayPal Advance Agreement I [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | $ 25,000 | |||||||||||||||
Advance repaid | $ 27,502 | |||||||||||||||
Total customer payments percentage | 30.00% | |||||||||||||||
Outstanding balance advance | 25,362 | |||||||||||||||
Debt discount | $ 2,502 | |||||||||||||||
Outstanding balance | 2,140 | |||||||||||||||
PayPal Advance Agreement II [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | $ 23,000 | |||||||||||||||
Advance repaid | $ 25,990 | 25,990 | ||||||||||||||
Total customer payments percentage | 17.00% | |||||||||||||||
Debt discount | $ 2,990 | |||||||||||||||
April Advance Agreement I [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | 120,000 | |||||||||||||||
Advance repaid | $ 135,600 | |||||||||||||||
Total customer payments percentage | 17.00% | |||||||||||||||
Outstanding balance advance | 124,511 | |||||||||||||||
Debt discount | $ 15,600 | |||||||||||||||
April Advance Agreement II [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | 42,000 | |||||||||||||||
Advance repaid | $ 47,460 | |||||||||||||||
Total customer payments percentage | 30.00% | |||||||||||||||
Outstanding balance advance | $ 2,922 | 44,538 | ||||||||||||||
Debt discount | $ 5,460 | |||||||||||||||
Fifth Advance Agreement [Member] | ||||||||||||||||
Advance Payable (Details) [Line Items] | ||||||||||||||||
Principal amount received | $ 110,000 | |||||||||||||||
Advance repaid | $ 124,300 | |||||||||||||||
Total customer payments percentage | 17.00% | |||||||||||||||
Outstanding balance advance | $ 124,300 | |||||||||||||||
Debt discount | $ 14,300 |
Unredeemed Gift Cards (Details)
Unredeemed Gift Cards (Details) - Schedule of unredeemed gift cards activities - USD ($) | 6 Months Ended | 10 Months Ended |
Apr. 30, 2022 | Oct. 31, 2021 | |
Schedule of unredeemed gift cards activities [Abstract] | ||
Beginning balance | $ 164,912 | $ 48,311 |
Acquired gift card liability (see Note 3) | 87,260 | |
Sale and issuance of gift cards | 173,744 | 186,749 |
Revenue from breakage | (60,515) | |
Gift card redemptions | (102,928) | (96,893) |
Ending balance | $ 235,728 | $ 164,912 |
Lease Liabilities (Details)
Lease Liabilities (Details) - USD ($) | Nov. 11, 2021 | Jul. 13, 2021 | Jul. 06, 2021 | Jun. 01, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | Oct. 31, 2021 |
Lease Liabilities [Abstract] | |||||||
Operating right-of-use asset | $ 76,136 | $ 203,277 | $ 203,277 | $ 268,509 | |||
Operating right-of-use liability | 79,054 | ||||||
Lease and rental expense | $ 14,140 | ||||||
lease agreement description | the Company renewed its lease agreement (“Renewed Lease Agreement”) for their California kitchen facility, effective on January 1, 2022. The Renewed Lease Agreement provides for (i) a term of six months from the effective date ending on June 30, 2022; (ii) a monthly base rent of $9,960 and; (iii) a monthly storage fee of $2,340. The Renewed Lease Agreement can be terminated with two months’ notice. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less (see Note 2). | the Company entered into a lease agreement, effective July 13, 2021, for its facility in Pembroke Pine, Florida. The lease is for a period of 36 months commencing in July 2021 and expiring in July 2024. Pursuant to the lease agreement, the Company shall pay a monthly base rent of; (i) $8,062 in the first year; (ii) $8,465 in the second year and; (iii) $8,888 in the third year. | |||||
Operating Leases Rent Expenses Net | $ 128,639 | ||||||
Operating lease liabilities discount rate | 10.00% | 10.00% | |||||
Financing lease description | the Company entered into a financing agreement with a lessor for the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $6,500 for a period of 36 months commencing in August 2021 through August 2024. The monthly payment shall consist of $6,000 cash and $500 in gift card allowance, reflected in the accompanying unaudited consolidated balance sheet under accrued expense and other liabilities. | ||||||
Financing lease payable | $ 200,509 | ||||||
Financing lease liability discount rate | 10.00% | 10.00% | |||||
Depreciation expense | $ 16,709 | $ 33,418 |
Lease Liabilities (Details) - S
Lease Liabilities (Details) - Schedule of operating right-of-use asset - USD ($) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Oct. 31, 2021 | |
Schedule of operating right-of-use asset [Abstract] | ||
Operating ROU assets | $ 336,614 | $ 336,614 |
Less accumulated reductions | (133,337) | (68,105) |
Balance of Operating ROU assets, net | 203,277 | 268,509 |
Financing ROU assets | 200,509 | 200,509 |
Less accumulated depreciation | (52,912) | (19,494) |
Balance of financing ROU assets, net | $ 147,597 | $ 181,015 |
Lease Liabilities (Details) -_2
Lease Liabilities (Details) - Schedule of operating lease lliabilities - USD ($) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Oct. 31, 2021 | |
Schedule of operating lease lliabilities [Abstract] | ||
Operating lease liabilities | $ 339,532 | $ 339,532 |
Reduction of operating lease liabilities | (132,568) | (71,178) |
Total | 206,964 | 268,354 |
Less: short term portion | (83,378) | (101,431) |
Long term portion | 123,586 | 166,923 |
Financing lease payables for equipment | 200,509 | 200,509 |
Reduction of financing lease liability | (43,932) | (13,650) |
Total | 156,577 | 186,859 |
Less: short term portion | (65,281) | (62,210) |
Long term portion | $ 91,296 | $ 124,649 |
Lease Liabilities (Details) -_3
Lease Liabilities (Details) - Schedule of future minimum operating lease payments | 6 Months Ended |
Apr. 30, 2022USD ($) | |
Schedule of future minimum operating lease payments [Abstract] | |
Ending October 31, 2022 (remaining) | $ 49,579 |
Ending October 31, 2023 | 102,846 |
Ending October 31, 2024 | 79,991 |
Total minimum non-cancellable operating lease payments | 232,416 |
Less: discount to fair value | (25,452) |
Total operating lease liabilities at April 30, 2022 | 206,964 |
Year ending October 31, 2022 (remaining) | 39,000 |
Year ending October 31, 2023 | 78,000 |
Year ending October 31, 2024 | 58,500 |
Total minimum non-cancellable financing lease payments | 175,500 |
Less: discount to fair value | (18,923) |
Total financing lease liabilities at April 30, 2022 | $ 156,577 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transaction, Rate | 50.00% | |
Shipping charges | 10.00% | |
Related Party Costs | $ 159,748 | $ 82,358 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | Apr. 29, 2021 | Apr. 07, 2021 | Apr. 02, 2021 | Apr. 30, 2022 | Mar. 25, 2022 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 25, 2021 | Mar. 22, 2021 | Jan. 27, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Nov. 08, 2021 | Oct. 31, 2021 | Feb. 03, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Authorized issue | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||
Par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares issued | 38,303,062 | 38,303,062 | 600,000 | 35,152,623 | ||||||||||||||
Aggregate grant date fair value | 36,777 | 11,471 | ||||||||||||||||
Issued share | 25,000 | 75,000 | 516,748 | 75,000 | 25,000 | 50,000 | 25,000 | 516,748 | 150,000 | |||||||||
Grant date fair value (in Dollars) | $ 24,750 | $ 29,879 | $ 374,560 | $ 29,879 | $ 726,000 | |||||||||||||
Per share market price (in Dollars per share) | $ 1.01 | $ 1.01 | $ 1.21 | |||||||||||||||
Granted shares of common stock | 60,000 | 60,000 | ||||||||||||||||
Professional and consulting fee (in Dollars) | $ 60,600 | |||||||||||||||||
Fair value (in Dollars) | $ 30,947 | $ 554,273 | $ 36,499 | $ 11,845 | $ 24,504 | $ 6,949 | $ 554,273 | $ 85,981 | ||||||||||
Granted shares | 45,989 | |||||||||||||||||
Grant date fair value per share (in Dollars per share) | $ 0.99 | $ 0.65 | ||||||||||||||||
Interest expense (in Dollars) | $ 29,879 | |||||||||||||||||
Average price per share (in Dollars per share) | $ 1.07 | |||||||||||||||||
Deferred compensation and interest expense (in Dollars) | $ 670,212 | |||||||||||||||||
Deferred compensation (in Dollars) | $ 113,898 | |||||||||||||||||
purchase of vested warrants | 250,000 | 100,000 | 10,640 | |||||||||||||||
Share Price (in Dollars per share) | $ 0.001 | |||||||||||||||||
Market price per share (in Dollars per share) | $ 1.5 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.5 | $ 1.27 | ||||||||||||||||
Maturity date | May 18, 2025 | Dec. 8, 2025 | ||||||||||||||||
Warrant purchase shares | 75,000 | 55,000 | 25,000 | 50,000 | 78,250 | 25,000 | 150,000 | |||||||||||
Debt discount (in Dollars) | $ 9,669 | $ 6,173 | $ 3,957 | $ 7,924 | $ 4,744 | $ 1,346 | $ 31,821 | $ 284,183 | $ 432,014 | |||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | |||||||||||
Ownership limitation percentage | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | 4.99% | |||||||||||
Exercisable stock warrants (in Dollars per share) | $ 0.49 | |||||||||||||||||
Intrinsic value (in Dollars) | $ 7,431,276 | $ 7,431,276 | ||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Authorized issue | 20,000,000 | 20,000,000 | ||||||||||||||||
Par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Common stock, shares issued | 1,827,702 | 1,827,702 | ||||||||||||||||
Cash proceeds (in Dollars) | $ 1,303,728 | |||||||||||||||||
Aggregate of common stock shares | 2,000,000 | |||||||||||||||||
Aggregate grant date fair value | 1,800,000 | |||||||||||||||||
Aggregate of common stock price,per share (in Dollars per share) | $ 0.9 | |||||||||||||||||
Issued share | 50,000 | |||||||||||||||||
Deferred compensation (in Dollars) | $ 726,000 | $ 726,000 | ||||||||||||||||
Fair value (in Dollars) | $ 23,718 | |||||||||||||||||
Deferred Compensation, Share-Based Payments [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Common stock, shares issued | 750,000 | 750,000 | 150,000 | |||||||||||||||
Common Stock Issued for Services and Prepaid Services [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Grant date fair value (in Dollars) | $ 60,600 | $ 60,600 | ||||||||||||||||
Warrants for Commitment Fee with Convertible Notes Payable [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Warrant purchase shares | 75,000 | 50,000 | ||||||||||||||||
Debt discount (in Dollars) | $ 12,352 | $ 8,350 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||
Ownership limitation percentage | 4.99% | 4.99% | ||||||||||||||||
Stock Warrants [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Expected life of stock warrant | 2 years | |||||||||||||||||
Product Development Agreements [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Issued share | 100,000 | 100,000 | ||||||||||||||||
Deferred compensation (in Dollars) | $ 336,666 | $ 336,666 | ||||||||||||||||
Fair value (in Dollars) | 100,000 | $ 100,000 | ||||||||||||||||
Amortized period | 2 years | |||||||||||||||||
Deferred compensation as product development expense (in Dollars) | $ 271,614 | $ 271,614 | ||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Issued share | 29,385 | 119,535 | ||||||||||||||||
Fair value (in Dollars) | $ 23,469 | $ 38,264 | ||||||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement One [Member] | ||||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Issued share | 0 | 0 | 1,650,000 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants | 6 Months Ended |
Apr. 30, 2022 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |
Dividend rate | |
Volatility | 69.00% |
Minimum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |
Term (in years) | 2 years 6 months |
Risk-free interest rate | 0.14% |
Maximum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of expected life of issued stock warrants [Line Items] | |
Term (in years) | 5 years |
Risk-free interest rate | 0.27% |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of outstanding stock warrants | 6 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Schedule of outstanding stock warrants [Abstract] | |
Number of Stock Warrants, Beginning Balance | shares | 15,745,076 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.17 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 7 years 4 months 24 days |
Number of Stock Warrants Issued for services | shares | 100,000 |
Weighted Average Exercise Price Issued for services | $ / shares | $ 1.5 |
Weighted Average Remaining Contractual Life (Years) Issued for services | 4 years 1 month 6 days |
Number of Stock Warrants Issued pursuant to employment agreements | shares | 500,000 |
Weighted Average Exercise Price Issued pursuant to employment agreements | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (Years) Issued pursuant to employment agreements | 4 years 10 months 24 days |
Number of Stock Warrants, Ending Balance | shares | 16,345,076 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.17 |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 6 years 10 months 24 days |
Number of Stock Warrants, Stock warrants exercisable | shares | 16,345,076 |
Weighted Average Exercise Price, Stock warrants exercisable | $ / shares | $ 0.17 |
Weighted Average Remaining Contractual Life (Years), Stock warrants exercisable | 6 years 10 months 24 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 01, 2023 | Jan. 02, 2022 | Nov. 11, 2021 | Oct. 02, 2021 | Sep. 10, 2021 | Jun. 24, 2021 | Apr. 02, 2021 | Apr. 20, 2020 | Mar. 25, 2022 | Jan. 19, 2022 | Sep. 15, 2021 | Jul. 22, 2021 | Jun. 22, 2021 | Sep. 22, 2020 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 29, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 22, 2021 | Feb. 03, 2021 | Feb. 22, 2018 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Warrants issued (in Shares) | 516,748 | 25,000 | 75,000 | 75,000 | 25,000 | 50,000 | 25,000 | 150,000 | ||||||||||||||||
Accrued royalty fee | $ 6,000 | |||||||||||||||||||||||
Minimal royalty payment | 109,210 | |||||||||||||||||||||||
GMR expense | $ 218,380 | |||||||||||||||||||||||
Total accrued royalty fee | 33,486 | $ 71,896 | ||||||||||||||||||||||
Minimum compensation | 24,000 | |||||||||||||||||||||||
Paid installment | 2,000 | |||||||||||||||||||||||
Accrued royalty fee | 198 | |||||||||||||||||||||||
Royalty fee percentage | 10.00% | |||||||||||||||||||||||
Leases Rent Expenses | $ 9,960 | |||||||||||||||||||||||
Monthly storage fee | $ 2,340 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Warrants issued (in Shares) | 50,000 | |||||||||||||||||||||||
1 Year [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Royalty payment | $ 109,210 | |||||||||||||||||||||||
2 Year [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Royalty payment | 218,380 | |||||||||||||||||||||||
3 Year [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Royalty payment | $ 436,770 | |||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
GMR expense | $ 436,770 | |||||||||||||||||||||||
May Employment Agreement [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Annual salary | $ 120,000 | |||||||||||||||||||||||
Shares of common stock (in Shares) | 250,000 | |||||||||||||||||||||||
Grand date fair value | $ 187,280 | |||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||
Financial term | 2 years | |||||||||||||||||||||||
Employment Agreement [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Annual salary | $ 120,000 | |||||||||||||||||||||||
Shares of common stock (in Shares) | 2,000,000 | |||||||||||||||||||||||
Grand date fair value | $ 2,714,971 | |||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||
Expired term | Oct. 1, 2026 | |||||||||||||||||||||||
Lease Obligation Settlement [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Rental obligation | $ 109,235 | |||||||||||||||||||||||
Payment of obligation | $ 50,000 | |||||||||||||||||||||||
Remaining due lease obligation, amount | 21,400 | 22,900 | ||||||||||||||||||||||
Put Option Agreement [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Put option agreement, description | the Company and a stockholder entered into a Put Option Agreement (see Note 3), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement also referred to herein as Market Period. Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars also referred to herein as Total Investment in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as common stock repurchase obligation, and reduction of additional paid in capital upon entering the Put Option Agreement. The repurchase obligation is re-assessed by the Company each reporting period and adjusted for the proceeds received by the stockholder from sale of common stock. During the ten months ended October 31, 2021, the Company recorded a reduction of $681,726. During the six months ended April 30, 2022, the Company recorded a reduction of $113,072. As of April 30, 2022, the Company has recorded an aggregate reduction of $794,799 for net proceeds realized by the stockholder on sale of Company common stock which was reclassified to additional paid in capital. As of April 30, 2022 and October 31, 2021, the Company had $0.5 and $0.6 million of common stock repurchase obligation outstanding, respectively. | |||||||||||||||||||||||
Corlich Enterprises, Inc [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Warrants issued (in Shares) | 300,000 | |||||||||||||||||||||||
Accrued royalty fee | $ 41,170 | 78,260 | ||||||||||||||||||||||
Hungry Fan Royalty [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Paid installment | 14,000 | |||||||||||||||||||||||
Accrued royalty fee | $ 4,000 | 1,000 | ||||||||||||||||||||||
Hungry Fan Commission [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Velvet Desserts Royalty [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Velvet Desserts Commission [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Royalty fees | 198 | |||||||||||||||||||||||
Accrued royalty fee | $ 198 | |||||||||||||||||||||||
Roblé Royalty [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Roblé Commission [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Chef Roblé & Co [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Revenue share agreement, description | In addition, subject to the terms and conditions of this Development Agreement, the Company shall pay to Roblé a guaranteed minimum compensation of $36,000 for twelve months (the “GMC”) as follows: (i) $9,000 upon the Company’s receipt and approval of all recipes submitted by Roblé; (ii) $9,000 upon the commencement of selling of the Roblé Meals (“Selling Date”); (iii) $3,000 per month for a period of six months, commencing the month immediately following the Selling Date. The total aggregate compensation paid to Roblé shall be reduced by the GMC. During the transitional period ending October 31, 2021, the first condition has been satisfied by both parties and the Company paid $9,000 the GMC. As of April 30, 2022 and October 31, 2021, there were no accrued GMC as the Selling Date has not yet occurred. | |||||||||||||||||||||||
Claudia Cocina LLC [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Minimum compensation | $ 103,125 | |||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | |||||||||||||||||||||||
Common share fair value | $ 150,000 | |||||||||||||||||||||||
Deferred compensation | $ 150,000 | |||||||||||||||||||||||
Amortized deferred compensation | $ 18,750 | 121,875 | ||||||||||||||||||||||
Development Agreement, description | Claudia Cocina shall receive 10% royalties on all Net Revenues (“Royalty”) generated from the sale of: (i) CS Meals; and (ii) Home Bistro and Prime Chop brand orders in which a CS dedicated code was used at the time of purchase, in accordance with the Royalty Schedule set forth in the Development Agreement. For the purpose of this Development Agreement “Net Revenue” shall be defined as gross sales of products less actual returns and refunds, which returns and refunds shall not exceed eight percent (8%) of such gross sales. In addition, the GMR for the Term shall be at least $36,000 per year in the aggregate, payable monthly at the rate of $3,000 per month or 10% of gross sales, whichever is higher for the month. The Company agrees that Royalty payments may only be credited to the year to which such payments apply (i.e., Royalty payments paid to Claudia Cocina during the first twelve months of the Agreement can only offset the GMR of the first twelve months, and not the subsequent 12-month period GMR). Payments made during any year during the Term, which are in excess of the GMR payments for the applicable year may not be credited towards another year. All GMR payments hereunder are non-refundable and are due upon the first CS Meals being launched which occurred in November 2021. During the six months ended April 30, 2022, the Company recorded $12,000 of royalty expense related to the GMR. As April 30, 2022 and October 31, 2021, there were no accrued royalty fee. | |||||||||||||||||||||||
Chef Richard Blais [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Accrued royalty fee | 1,815 | |||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | |||||||||||||||||||||||
Deferred compensation | $ 35,938 | 147,344 | ||||||||||||||||||||||
Amortized deferred compensation | $ 172,500 | $ 111,406 | ||||||||||||||||||||||
Development Agreement, description | (i) 10% of all net revenue generated from the sale of Blais Meals (the “Blais Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Blais Meals less discounts and returns. The Blais Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Blais Royalty was earned; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a Blais Dedicated Code was used at the time of purchase (“Blais Commission”). The Blais Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the Blais Commission was earned and; (iii) Guaranteed Minimum Royalty. Subject to the terms and conditions of the Development Agreement, the Company shall pay to Chef Richard Blais a guaranteed minimum compensation of $75,000 for each twelve-month period the Development Agreement is in effect (“GMC”) payable monthly at the rate of $6,250 per month, beginning on the earlier of the launch of Blais Meals or ninety days after the execution of this Development Agreement. | |||||||||||||||||||||||
Agreement term | 1 year | |||||||||||||||||||||||
Fair value of market price | $ 172,500 | |||||||||||||||||||||||
Total payable | $ 25,000 | |||||||||||||||||||||||
Perfect Athlete LLC [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Common stock share issued (in Shares) | 150,000 | |||||||||||||||||||||||
Deferred compensation | 196,563 | $ 239,063 | ||||||||||||||||||||||
Amortized deferred compensation | $ 255,000 | $ 42,500 | ||||||||||||||||||||||
Agreement term | 1 year | |||||||||||||||||||||||
Fair value of market price | $ 255,000 | |||||||||||||||||||||||
Perfect Athlete LLC [Member] | PA Royalty [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Perfect Athlete LLC [Member] | PA Commission [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Common stock share issued (in Shares) | 100,000 | |||||||||||||||||||||||
Amortized deferred compensation | $ 100,000 | |||||||||||||||||||||||
Fair value of market price | $ 100,000 | |||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Deferred compensation | $ 14,583 | |||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Deferred compensation | $ 85,415 | |||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | SMF Royalty [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Spicy Mango Foodies LLC [Member] | SMF Commission [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Net revenue percentage | 10.00% | |||||||||||||||||||||||
Consulting Agreements [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Development Agreement, description | the Company and a consultant (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022, unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Pursuant to the agreement, the Company issued warrants to purchase 500,000 of common stock (“Warrant”) with a grant date fair value of $678,253 for services rendered and was recorded as professional and consulting expenses in the accompanying consolidated statement of operations in 2021. The Warrant vested upon issuance, has an exercise price of $0.001 and expiration date of October 1, 2026. In addition, the consultant shall receive $3,000 per month, payable in cash on the first of each month commencing on the effective date. | the Company and Bench International, LLC (“Bench International”) (collectively as “Parties”) entered into an agreement to marketing consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of September 10, 2021. Pursuant to the Agreement, Bench International shall be paid, in cash, and aggregate amount of $350,000 to be paid in seven monthly instalments of $50,000 beginning September 2021 until March 2022. In 2021, the Company paid an aggregate amount of $100,000. During the six months ended April 30, 2022, the Company paid an aggregate amount of $200,000. During the six months ended April 30, 2022, the Company recognized $175,000 of expense related to this Agreement and recorded as selling and marketing expenses in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the prepaid expense related to this Agreement were $66,667 and $41,667, respectively. | the Company and Redstone Communications, LLC (“Redstone”) (collectively as “Parties”) entered into an agreement to provide strategic consulting services (“Agreement”). The Agreement shall remain in effect for twelve months from the effective date of April 1, 2021 until March 31, 2022. Pursuant to the Agreement, Redstone shall be paid, in cash, a monthly fee of $10,000 over the twelve months service period and received 2,000,000 shares of common stock with grant date fair value of $1,800,000 as compensation, which was recorded as deferred compensation in the accompanying consolidated balance sheet and amortized over the twelve months service period. In 2021, the Company amortized $1,050,000 of the deferred compensation. During the six months ended April 30, 2022, the Company amortized $750,000 of the deferred compensation and was recorded as professional and consulting expense in the accompanying unaudited consolidated statement of operations. As of April 30, 2022 and October 31, 2021, the deferred compensation related to this Agreement was $0 and $750,000, respectively. | |||||||||||||||||||||
Capital Partners LLC [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Development Agreement, description | the Company and Michael Novielli through Dutchess Capital Partners, LLC (“Dutchess Capital”) (collectively as “Parties”) entered into a consulting agreement which shall remain in effect until April 1, 2022 unless sooner terminated as provided in the agreement, or unless extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board of Directors and is considered a related party. Pursuant to the agreement, Dutchess Capital received warrants to purchase 1,000,000 of common stock (“Warrant”) with a grant date fair value of $1,356,507, for services rendered and was recorded as professional and consulting expenses – related party in the accompanying consolidated statement of operations. The Warrant vested upon issuance, had exercise price of $0.001 and expiration date of October 1, 2026. In addition, Dutchess Capital shall receive $10,000 per month, payable in cash on the first of each month commencing on the effective date. | |||||||||||||||||||||||
Lock-Up and Leak Out Agreements [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Common stock share issued (in Shares) | 112,500 | |||||||||||||||||||||||
Deferred compensation | $ 0 | $ 115,938 | ||||||||||||||||||||||
Amortized deferred compensation | $ 670,212 | |||||||||||||||||||||||
Fair value of market price | $ 152,626 | |||||||||||||||||||||||
Lock-Up and Leak Out Agreements [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||
Common stock share issued (in Shares) | 516,748 | |||||||||||||||||||||||
Fair value of market price | $ 554,273 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 02, 2022 | May 31, 2022 | May 24, 2022 | May 18, 2022 | Apr. 30, 2022 |
Subsequent Events (Details) [Line Items] | |||||
Issued and common stock shares (in Shares) | 84,396 | ||||
Net proceeds (in Dollars) | $ 54,825 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Exercised an aggregate (in Shares) | 922,495 | ||||
Warrant, exercise price (in Dollars per share) | $ 2.5 | ||||
Issued price (in Dollars per share) | $ 0.75 | ||||
Aggregate share issued (in Shares) | 3,074,983 | ||||
May 2022 Note 1 [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Net proceeds (in Dollars) | $ 40,000 | ||||
Principal amount (in Dollars) | 500,000 | ||||
Net proceeds (in Dollars) | 450,000 | ||||
Legal fees (in Dollars) | $ 10,000 | ||||
Shares of common stock (in Shares) | 769,231 | 769,231 | |||
Interest rate | 15.00% | ||||
Price per share (in Dollars per share) | $ 0.39 | ||||
Conversion price (in Dollars per share) | 0.75 | ||||
Conversion price per share (in Dollars per share) | $ 0.39 | ||||
Outstanding balance percentage | 115.00% | ||||
Offering price per share (in Dollars per share) | $ 0.65 | ||||
Closing price of common stock | 120.00% | ||||
Initial exercise price per share (in Dollars per share) | $ 0.65 | ||||
Ownership percentage | 4.99% | ||||
May 2022 Note II [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Net proceeds (in Dollars) | $ 12,500 | ||||
Warrant, exercise price (in Dollars per share) | $ 0.575 | ||||
Principal amount (in Dollars) | 125,000 | ||||
Net proceeds (in Dollars) | 102,500 | ||||
Legal fees (in Dollars) | $ 10,000 | ||||
Interest rate | 15.00% | ||||
Conversion price (in Dollars per share) | $ 0.75 | ||||
Conversion price per share (in Dollars per share) | $ 0.345 | ||||
Outstanding balance percentage | 115.00% | ||||
Offering price per share (in Dollars per share) | 1.20 | ||||
Closing price of common stock | 75.00% | ||||
Initial exercise price per share (in Dollars per share) | $ 0.575 | ||||
Ownership percentage | 4.99% | ||||
Shares of common stock (in Shares) | 217,391 | 217,391 | |||
VWAP common stock percentage | 90.00% | ||||
Investor interest percentage | 150.00% | ||||
Conversion price percentage | 90.00% | ||||
May 2022 Note III [Member | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Net proceeds (in Dollars) | $ 18,293 | ||||
Warrant, exercise price (in Dollars per share) | $ 0.575 | ||||
Principal amount (in Dollars) | 182,927 | ||||
Net proceeds (in Dollars) | 150,000 | ||||
Legal fees (in Dollars) | $ 14,634 | ||||
Interest rate | 15.00% | ||||
Conversion price (in Dollars per share) | $ 0.75 | ||||
Conversion price per share (in Dollars per share) | $ 0.345 | ||||
Outstanding balance percentage | 115.00% | ||||
Offering price per share (in Dollars per share) | 1.20 | ||||
Closing price of common stock | 75.00% | ||||
Initial exercise price per share (in Dollars per share) | $ 0.575 | ||||
Ownership percentage | 4.99% | ||||
Shares of common stock (in Shares) | 318,134 | 318,134 | |||
VWAP common stock percentage | 90.00% | ||||
Investor interest percentage | 150.00% | ||||
Conversion price percentage | 90.00% | ||||
Maturity date | May 24, 2023 | ||||
Convertible Notes Payable [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Outstanding principal amount (in Dollars) | $ 75,350 |