Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Apr. 28, 2022 | Jul. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jan. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity File Number | 000-54954 | ||
Entity Registrant Name | MAMAMANCINI’S HOLDINGS, INC. | ||
Entity Central Index Key | 0001520358 | ||
Entity Tax Identification Number | 27-0607116 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 25 Branca Road | ||
Entity Address, City or Town | East Rutherford | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07073 | ||
City Area Code | (201) | ||
Local Phone Number | 531-1212 | ||
Title of 12(b) Security | Common Stock, par value $0.00001 | ||
Trading Symbol | MMMB | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 47,602,151 | ||
Entity Common Stock, Shares Outstanding | 35,758,792 | ||
Documents Incorporated by Reference [Text Block] | None | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman, P.A. | ||
Auditor Location | Somerset, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets: | ||
Cash | $ 850,598 | $ 3,190,560 |
Accounts receivable, net | 7,627,717 | 3,973,793 |
Inventories | 2,890,793 | 1,195,211 |
Prepaid expenses | 269,209 | 519,887 |
Total current assets | 11,638,317 | 8,879,451 |
Property and equipment, net | 3,678,532 | 2,963,602 |
Intangibles, net | 1,984,979 | 87,639 |
Goodwill | 8,633,334 | |
Operating lease right of use assets, net | 3,596,317 | 1,352,483 |
Deferred tax asset | 488,501 | 744,973 |
Deposits | 52,249 | 20,177 |
Total Assets | 30,032,229 | 14,048,325 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 6,479,140 | 3,707,111 |
Term loan, net of debt discount of $57,771 and $0, respectively | 1,235,333 | |
Operating lease liability | 292,699 | 147,684 |
Finance leases payable | 218,039 | 190,554 |
Promissory note – related party | 759,917 | |
Total current liabilities | 8,985,128 | 4,045,349 |
Line of credit | 765,000 | |
Operating lease liability – net of current | 3,339,255 | 1,218,487 |
Finance leases payable – net of current | 376,132 | 474,743 |
Promissory note – related party, net of current | 2,250,000 | |
Term loan – net of current | 6,206,896 | |
Total long-term liabilities | 12,937,283 | 1,693,230 |
Total Liabilities | 21,922,411 | 5,738,579 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 35,758,792 and 35,603,731 shares issued and outstanding as of January 31, 2022 and 2021 | 359 | 357 |
Additional paid in capital | 20,587,789 | 20,535,793 |
Accumulated deficit | (12,328,830) | (12,076,904) |
Less: Treasury stock, 230,000 shares at cost, respectively | (149,500) | (149,500) |
Total Stockholders’ Equity | 8,109,818 | 8,309,746 |
Total Liabilities and Stockholders’ Equity | 30,032,229 | 14,048,325 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Net of debt discount, current | $ 57,771 | $ 0 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 19,880,000 | 19,880,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 35,758,792 | 35,603,731 |
Common stock, shares outstanding | 35,758,792 | 35,603,731 |
Treasury Stock, Shares | 230,000 | 230,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 120,000 | 120,000 |
Preferred stock, shares issued | 23,400 | 23,400 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement [Abstract] | ||
Sales-net of slotting fees and discounts | $ 47,083,740 | $ 40,758,605 |
Costs of sales | 35,229,867 | 28,019,296 |
Gross profit | 11,853,873 | 12,739,309 |
Operating expenses: | ||
Research and development | 120,692 | 110,713 |
General and administrative | 11,650,414 | 9,150,748 |
Total operating expenses | 11,771,106 | 9,261,461 |
Income from operations | 82,767 | 3,477,848 |
Other Income (Expense) | ||
Interest | (73,487) | (137,751) |
Amortization of debt discount | (2,438) | (17,864) |
Other income | 37,704 | |
Total other income (expense) | (38,221) | (155,615) |
Net income before income tax provision | 44,546 | 3,322,233 |
Income tax (provision) benefit | (296,472) | 744,973 |
Net (loss) income | $ (251,926) | $ 4,067,206 |
Net (loss) income per common share | ||
– basic | $ (0.01) | $ 0.12 |
– diluted | $ (0.01) | $ 0.12 |
Weighted average common shares outstanding | ||
– basic | 35,702,197 | 33,503,208 |
– diluted | 35,702,197 | 34,016,581 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 31, 2020 | $ 321 | $ (149,500) | $ 16,695,352 | $ (16,144,110) | $ 402,063 | |
Beginning balance, shares at Jan. 31, 2020 | 31,991,241 | (230,000) | ||||
Stock options issued for services | 52,895 | 52,895 | ||||
Common stock issued for exercise of options | 14,400 | 14,400 | ||||
Common stock issued for exercise of options, shares | 24,000 | |||||
Common stock issued for exercise of warrants | $ 36 | 3,773,146 | 3,773,182 | |||
Common stock issued for exercise of warrants, shares | 3,588,490 | |||||
Net loss | 4,067,206 | 4,067,206 | ||||
Ending balance, value at Jan. 31, 2021 | $ 357 | $ (149,500) | 20,535,793 | (12,076,904) | 8,309,746 | |
Ending balance, shares at Jan. 31, 2021 | 35,603,731 | (230,000) | ||||
Stock options issued for services | 1,863 | 1,863 | ||||
Common stock issued for exercise of options | $ 2 | 19,078 | 19,080 | |||
Common stock issued for exercise of options, shares | 148,061 | |||||
Net loss | (251,926) | (251,926) | ||||
Common stock issued for services | 31,055 | 31,055 | ||||
Common stock issued for services, shares | 7,000 | |||||
Ending balance, value at Jan. 31, 2022 | $ 359 | $ (149,500) | $ 20,587,789 | $ (12,328,830) | $ 8,109,818 | |
Ending balance, shares at Jan. 31, 2022 | 35,758,792 | (230,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (251,926) | $ 4,067,206 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 779,442 | 663,001 |
Amortization of debt discount | 2,437 | 17,864 |
Amortization of right of use assets | 190,798 | 138,311 |
Amortization of intangibles | 43,660 | |
Share-based compensation | 32,918 | 52,895 |
Change in deferred tax asset | 296,472 | (744,973) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (938,409) | (245,906) |
Inventories | (474,527) | 51,206 |
Prepaid expenses | 254,220 | (267,619) |
Security deposits | (32,072) | |
Accounts payable and accrued expenses | 1,175,677 | 99,249 |
Operating lease liability | (168,849) | (132,694) |
Net Cash Provided by Operating Activities | 909,841 | 3,698,540 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (862,415) | (419,373) |
Cash paid for intangible assets | (32,567) | |
Acquisition of companies – net of cash acquired | (10,408,542) | |
Net Cash Used in Investing Activities | (11,270,957) | (451,940) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of related party notes payable | (641,844) | |
Borrowings from term loan | 7,500,000 | |
Cash paid for financing fees | (63,750) | |
Repayments of term loan | (441,663) | |
Proceeds from promissory note | 330,505 | |
Repayment of promissory note | (330,505) | |
Borrowings (repayments) of line of credit, net | 765,000 | (2,997,348) |
Repayment of capital lease obligations | (199,176) | (156,450) |
Proceeds from exercise of options | 19,080 | 14,400 |
Proceeds from exercise of warrants | 3,773,182 | |
Net Cash Provided by (Used in) Financing Activities | 8,021,154 | (449,723) |
Net Increase (Decrease) in Cash | (2,339,962) | 2,796,877 |
Cash - Beginning of Period | 3,190,560 | 393,683 |
Cash - End of Period | 850,598 | 3,190,560 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | 52,221 | 174,735 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Operating right of use asset additions | 2,457,502 | |
Finance lease asset additions | 128,050 | 401,387 |
Acquisition of software via contract liability | 55,072 | |
Related party loan to finance acquisition | $ 3,000,000 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation Nature of Operations MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31. The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, chicken parmesan and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and frozen products. The Company’s products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all natural. The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s customers are located throughout the United States, with large concentrations in the Northeast and Southeast. On December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific markets. T&L Creative Salads, Inc. (“T&L”) and Olive Branch, LLC (“OB”), are related premier gourmet food manufacturers based in New York. T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA. Olive Branch started operations six years ago as a separate company to concentrate on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 2 – Business Acquisitions The Company accounts for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “ Intangibles — Goodwill and Other” On December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions –T&L and OB, which are gourmet food manufacturers based in New York. The closing of these transactions was completed on December 29, 2021. The Company acquired T&L and OB for a combined purchase price of $ 14.0 11.0 3.0 750,000 3.5 7.5 On December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original principal amount of $ 7,500,000 60-month January 17, 2027 (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor All of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB. During the year ended January 31, 2022, the Company incurred approximately $ 748,000 in transaction costs for professional fees and other expenses, which are included in General and administration operating expenses on the Consolidated Statements of Operations. Of these fees, approximately $ 401,000 was paid to Spartan Capital Securities, LLC (See Note 12). For the period from December 29, 2021 to January 31, 2022, T&L had revenue and income before taxes of $ 2,846,184 44,281 665,513 12,420 The following presents the unaudited pro-forma combined results of operations of T&L and OB with the Company as if the entities were combined on February 1, 2020. Schedule of Pro-forma Combined Results of Operation For the Year Ended January 31, 2022 For the Year Ended January 31, 2021 Revenues $ 76,914,679 $ 42,687,880 Net income $ 62,304 $ 4,457,746 Net income per share - basic $ 0.00 $ 0.13 Weighted average number of shares outstanding 35,702,197 33,503,208 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2020 or to project potential operating results as of any future date or for any future periods. ASC 805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date the acquirer achieves control. ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquirer (if any) at the acquisition date, measured at their fair values as of that date. ASC 805 also requires the acquirer to recognize contingent consideration (if any) at the acquisition date, measured at its fair value at that date. The following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Asset Acquired and Liabilities Assumed Assets: Cash $ 591,458 Accounts receivable 2,715,515 Inventories 1,221,055 Fixed assets, net 503,907 Intangibles 10,574,334 Total identified assets acquired $ 15,606,269 Liabilities: Accounts payable and accrued expenses $ 1,606,269 Total liabilities assumed 1,606,269 Total net assets acquired $ 14,000,000 The acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. The amounts used in computing the purchase price differ from the amounts in the purchase agreements due to fair value measurement conventions prescribed by accounting standards. The intangible assets acquired include the trademarks and customer relationships. The allocation of purchase price is still deemed to be a preliminary allocation because of potential changes in the valuation of intangibles and the acquired fixed assets. The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. All of the goodwill is deductible for tax purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Principles of Consolidation The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and the fair value of share-based payments. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2022, the Company had approximately $ 186,100 in cash balances that exceed federally insured limits. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of January 31, 2022 and January 31, 2021, the Company had reserves of $ 2,000 Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2022 and January 31, 2021: Schedule of Inventories January 31, 2022 January 31, 2021 Raw Materials $ 1,854,156 $ 746,013 Work in Process 244,974 88,955 Finished goods 791,663 360,243 Inventories $ 2,890,793 $ 1,195,211 Property and Equipment Property and equipment are recorded at cost net of depreciation. Depreciation expense is computed using straight-line methods over the estimated useful lives. Asset lives for financial statement reporting of depreciation are: Schedule of Property and Equipment Estimated Useful Lives Machinery and equipment 2 7 Furniture and fixtures 3 Leasehold improvements - * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 of costs incurred in the year ended January 31, 2021 to implement cloud computing arrangements. Acquired internal-use software licenses are amortized over the term of the arrangement on a straight-line basis to the line item within the consolidated statements of operations that reflects the nature of the license. In November 2021, the Company finalized the implementation process and began to use the software license and recorded amortization of $ 7,303 . Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill The Company does not amortize goodwill or indefinite-lived intangible assets. The Company tests goodwill for impairment annually as of January 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of an such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of January 31, 2022, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 years Customer relationships 4 5 years During the year ended January 31, 2022, the Company recognized amortization of $ 36,357 Leases In February 2016, the FASB issued ASU 2016-02 “ Leases” As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to: 1. Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. 2. Not to apply the recognition requirements in ASC 842 to short-term leases. 3. Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial. Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Research and Development Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2022 and 2021 were $ 120,692 110,713 Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues For the Year Ended January 31, 2022 January 31, 2021 Gross Sales $ 48,798,656 $ 42,238,702 Less: Slotting, Discounts, Allowances 1,714,916 1,480,097 Net Sales $ 47,083,740 $ 40,758,605 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area For the Year Ended January 31, 2022 January 31, 2021 Northeast $ 16,119,490 $ 13,994,534 Southeast 17,546,606 12,780,368 Midwest 4,917,263 4,870,644 West 5,358,105 5,515,759 Southwest 4,857,192 5,077,397 Total revenue $ 48,798,656 $ 42,238,702 Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight-in, packaging, and print production costs. Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2022 and 2021 were $ 734,924 633,102 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” “ASC 718” The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statement of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. For the years ended January 31, 2022 and 2021, share-based compensation amounted to $ 32,918 52,895 For the years ended January 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2022 January 31, 2021 Risk-free interest rate N/A 0.00 0.49 % Expected life of grants N/A 0.1 5.2 Expected volatility of underlying stock N/A 43 127 % Dividends N/A 0 % The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted For the Years Ended January 31, 2022 January 31, 2021 Numerator: Net (loss) income attributable to common stockholders $ (251,926 ) 4,067,206 Effect of dilutive securities: — — Diluted net (loss) income $ (251,926 ) $ 4,067,206 Denominator: Weighted average common shares outstanding - basic 35,702,197 33,503,208 Dilutive securities (a): Series A Preferred - - Options - 513,373 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 35,702,197 34,016,581 Basic net (loss) income per common share $ (0.01 ) $ 0.12 Diluted net (loss) income per common share $ (0.01 ) $ 0.12 (a) - Anti-dilutive securities excluded: 669,000 - Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of January 31, 2022 and 2021, the Company recognized a deferred tax asset of $ 448,501 744,973 The Company is no longer subject to tax examinations by tax authorities for years prior to the year ended January 31, 2019. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“ CARES Act 2017 Tax Act “NOLs The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2019, 2020 or 2021. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020 In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to the income tax provision Recent Accounting Pronouncements In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued accounting standards update 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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment on January 31, 2022 and January 31, 2021 are as follows: Schedule of Property and Equipment January 31, 2022 January 31, 2021 Machinery and Equipment $ 4,934,855 $ 3,787,321 Furniture and Fixtures 233,615 113,112 Leasehold Improvements 3,346,610 3,120,273 Property and Equipment, Gross 8,515,080 7,020,706 Less: Accumulated Depreciation 4,836,548 4,057,104 Property and Equipment, Net $ 3,678,532 $ 2,963,602 Depreciation expense for the years ended January 31, 2022 and 2021 amounted to $ 779,442 663,001 |
Intangibles, net
Intangibles, net | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, net | Note 5 – Intangibles, net Intangibles, net consisted of the following at January 31, 2022: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 Amortization expense for the year ended January 31, 2022 was $ 43,660 We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2 $ 2022 2023 $ 431,346 2024 $ 431,346 2025 $ 422,632 2026 $ 374,216 2027 $ 325,378 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions WWS, Inc. Alfred D’Agostino and Tom Toto, two directors of the Company, are affiliates of WWS, Inc. For the years ended January 31, 2022 and 2021, the Company incurred $ 48,000 Promissory Note – Related Party Upon consummation of the acquisition of T&L, the Company executed a $ 3,000,000 750,000 3.5 3,009,917 9,917 Lease – Related Party The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L Acquisition Corp., a 100 % owned subsidiary of the Company. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset (see Note 9). Other Related Party Transactions During the years ended January 31, 2022 and 2021, the Company reimbursed an entity 100 4,612 29,503 During the year ended January 31, 2021, members of the board of directors and officers exercised 940,807 1 940,807 |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Jan. 31, 2022 | |
Loan And Security Agreement | |
Loan and Security Agreement | Note 7 - Loan and Security Agreement M&T Bank Effective, January 4, 2019, the Company obtained a $ 3.5 two 4.0 June 30, 2022 4.5 June 30, 2023 5,000 3,542 Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation) 765,000 0 1,161 0 As discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount of $ 7,500,000 60-month January 17, 2027 (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor 58,750 979 7,500,000 57,771 28,734 |
Promissory Note
Promissory Note | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Promissory Note | Note 8 – Promissory Note On April 21, 2020, the Company entered into a term note with its principal bank, M&T, with a principal amount of $ 330,505 PPP Term Note CARES Act 1.00 330,505 |
Leases
Leases | 12 Months Ended |
Jan. 31, 2022 | |
Leases | |
Leases | Note 9 - Leases The Company determines if an arrangement contains a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s leases consist of office space, manufacturing space and machinery and equipment. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. On March 1, 2021, the Company amended an existing lease with the landlord for a new premise with a greater square footage. Upon cancellation of the existing lease, the Company wrote-off the net right of use asset and corresponding lease liability of $ 22,870 328,148 On December 29, 2021, the Company entered into a new right of use obligation with a related party (See Note 6) for office, manufacturing, and storage space in Farmingdale, New York. In connection with this lease, the Company recorded a right of use asset and corresponding lease liability of $ 2,129,084 . The components of lease expense were as follows: Schedule of Components of Lease Expense For the Year Ended For the Year Ended January 31, 2022 January 31, 2021 Finance lease Depreciation of assets $ 145,066 $ 129,104 Interest on lease liabilities 33,675 36,169 Operating leases 355,786 309,357 Total net lease cost $ 534,527 $ 474,630 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases January 31, 2022 January 31, 2021 Operating leases: Operating lease ROU assets $ 3,596,317 $ 1,352,483 Current operating lease liabilities, included in current liabilities $ 292,699 $ 147,684 Noncurrent operating lease liabilities, included in long-term liabilities 3,339,255 1,218,487 Total operating lease liabilities $ 3,631,954 $ 1,366,171 Finance leases Property and equipment, at cost $ 1,079,706 $ 951,656 Accumulated depreciation (405,436 ) (260,370 ) Property and equipment, net $ 674,270 $ 691,286 Current obligations of finance lease liabilities, included in current liabilities $ 218,039 $ 190,554 Finance leases, net of current obligations, included in long-term liabilities 376,132 474,743 Total finance lease liabilities $ 594,171 $ 665,297 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases For the Year Ended January 31, 2022 For the Year Ended January 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 168,849 $ 132,694 Financing cash flows from finance leases 199,176 156,450 ROU assets obtained in exchange for lease liabilities: Operating leases $ 2,457,502 $ - Finance leases 128,050 401,387 Weighted average remaining lease term (in years): Operating leases 8.5 6.8 Finance leases 3.0 3.9 Weighted average discount rate: Operating leases 4.85 % 6.54 % Finance leases 4.45 % 4.57 % Schedule of Future Minimum Payments Required Under Lease Obligations For the Twelve Months Ending January 31, 2023 $ 756,450 2024 713,319 2025 689,398 2026 611,124 2027 464,909 Thereafter 1,825,924 Total lease payments $ 5,061,124 Less: amounts representing interest (834,999 ) Total lease obligations $ 4,226,125 |
Concentrations
Concentrations | 12 Months Ended |
Jan. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10 - Concentrations Revenues During the year ended January 31, 2022, the Company earned revenues from three customers representing approximately 26 21 11 10 7 11 41 13 23 14 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11 - Stockholders’ Equity (A) Options The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Outstanding – January 31, 2020 891,500 $ 0.77 Exercisable – January 31, 2020 756,500 $ 0.71 Granted 7,500 $ 0.53 Exercised (24,000 ) $ 0.60 Forfeited/Cancelled (6,000 ) $ 0.60 Outstanding – January 31, 2021 869,000 $ 0.70 Exercisable – January 31, 2021 859,000 $ 0.70 Granted - $ - Exercised (200,000 ) $ 0.81 Outstanding – January 31, 2022 669,000 $ 0.66 Exercisable – January 31, 2022 666,500 $ 0.65 Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.39 1.38 669,000 1.83 $ 0.66 666,500 $ 0.65 At January 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 859,051 857,101 During the year ended January 31, 2022, eight employees exercised a total of 200,000 0.49 1.38 19,080 24,000 0.60 14,400 During the year ended January 31, 2021, the Company issued to 7,500 1.16 5 years 2-year 6,682 For the years ended January 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of $ 1,863 52,895 (B) Warrants The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Exercise Price Outstanding – January 31, 2020 6,056,664 $ 1.00 Exercisable – January 31, 2020 6,056,664 $ 1.00 Granted - $ - Exercised (3,631,733 ) $ 1.09 Forfeited/Cancelled (2,424,931 ) $ 1.39 Outstanding – January 31, 2021 - $ - Exercisable – January 31, 2021 - $ - Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – January 31, 2022 - $ - Exercisable – January 31, 2022 - $ - During the year ended January 31, 2021, warrant holders exercised a total of 3,631,733 3,588,490 3,773,182 87,000 3,631,733 80,000 36,757 (C) Restricted Stock Units During the year ended January 31, 2022, the Company awarded an employee a grant of 21,000 restricted stock units (“RSUs”) with a grant date fair value of $ 59,430 . The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied, the RSUs will vest during November 2021, September 2022 and September 2023. As of January 31, 2022, there were 14,000 unvested shares and unrecognized share-based compensation of $ 28,375 . For the year ended January 31, 2022, the Company recognized share-based compensation related to restricted stock units of an aggregate of $ 31,055 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 - Commitments and Contingencies Insurance Claim The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires. Insurance recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries are resolved. Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any gains or losses related to property damage are recorded within “Other income (expense)” on the consolidated statements of income. On December 7, 2020, the Company experienced a fire at its plant in a spiral oven. The spiral oven was rebuilt and was fully put back into service in late February 2021. The estimated loss is approximately $ 656,700 which includes loss of business, the rebuild of the spiral oven, additional expenses to clean plant and lost material and packaging. During the year ended January 31, 2022, the Company received $ 152,850 relating to business interruption insurance which was recorded as a component of costs of sales on the consolidated statements of income. The Company received the remaining amount of proceeds for the property damage claim, resulting in other income of $ 91,312 . This amount was offset by repairs and maintenance expense of $ 12,475 as well as the costs of additions and parts of the oven and roof totaling $ 47,669 . Litigation, Claims and Assessments From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Licensing and Royalty Agreements On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement. The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date. The Royalty Rate shall be: 6 500,000 4 500,000 2,500,000 2 2,500,000 20,000,000 1 20,000,000 In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: Schedule of Royalty Minimum Payment by Preceding Agreement Year Agreement Year Minimum Royalty to be Paid with Respect to Such Agreement Year 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 The Company incurred $ 562,491 539,801 Agreements with Placement Agents and Finders The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, if the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction Upon consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322 Advisory Agreements The Company entered into an Advisory Agreement with Spartan effective June 1, 2019 (the “Advisory Agreement”). Pursuant to the agreement, the Company shall pay to Spartan a non-refundable monthly fee of $ 5,000 125,000 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 13 - Income Tax Provision The income tax provision consists of the following: Schedule of Components of Income Tax Expense Income tax provision / (benefit) consists of the following: January 31, 2022 January 31, 2021 Federal Current $ - $ - Deferred 32,224 (184,085 ) State and Local Current Deferred 264,248 (560,888 ) Income tax provision / (benefit) $ 296,472 $ (744,973 ) On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of January 31, 2018. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2019 The Company had U.S. federal net operating loss carryovers (NOLs) of approximately $ 5.4 million and $ 3.8 million at January 31, 2022 and 2021, respectively, available to offset taxable income through 2034. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. The Company also has State NOLs of approximately $ 10.0 5.2 million at January 31, 2022 and 2021, respectively, available to offset future taxable income through 2035 . In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. During the year ended January 31, 2021, the valuation allowance was reduced to zero and decreased by $ 2,177,802 . There was no valuation allowance as of January 31, 2022. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.” No interest or penalties on unpaid tax were recorded during the years ended January 31, 2022 and 2021, respectively. As of January 31, 2022 and 2021, no The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets Year Ended January 31, 2022 Year Ended January 31, 2021 Net operating loss carryovers $ 1,152,434 $ 1,212,466 Share-based compensation 6,854 - Acquisition costs 88,109 - Capitalized start-up and organization costs 27,843 44,133 Right of use liability 798,015 571,046 Inventory 21,945 - Interest limitation 16,224 - Other 18,354 6,309 Total deferred tax assets 2,129,778 1,833,954 Deferred Tax Liabilities - Fixed assets 812,528 708,798 Right of use asset 868,749 380,183 Total deferred tax liabilities 1,681,277 1,088,981 Net deferred tax asset $ 448,501 $ 744,973 The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended January 31, 2022 Year Ended January 31, 2021 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 1.08 7.11 Adjustments to deferred tax assets 627.47 5.78 Change in valuation allowance - (65.55 ) Non-deductible expenses 16.00 9.24 Income tax provision (benefit) 665.55 % (22.42 )% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and the fair value of share-based payments. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2022, the Company had approximately $ 186,100 in cash balances that exceed federally insured limits. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of January 31, 2022 and January 31, 2021, the Company had reserves of $ 2,000 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2022 and January 31, 2021: Schedule of Inventories January 31, 2022 January 31, 2021 Raw Materials $ 1,854,156 $ 746,013 Work in Process 244,974 88,955 Finished goods 791,663 360,243 Inventories $ 2,890,793 $ 1,195,211 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost net of depreciation. Depreciation expense is computed using straight-line methods over the estimated useful lives. Asset lives for financial statement reporting of depreciation are: Schedule of Property and Equipment Estimated Useful Lives Machinery and equipment 2 7 Furniture and fixtures 3 Leasehold improvements - * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Intangible Assets | Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 of costs incurred in the year ended January 31, 2021 to implement cloud computing arrangements. Acquired internal-use software licenses are amortized over the term of the arrangement on a straight-line basis to the line item within the consolidated statements of operations that reflects the nature of the license. In November 2021, the Company finalized the implementation process and began to use the software license and recorded amortization of $ 7,303 . Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill The Company does not amortize goodwill or indefinite-lived intangible assets. The Company tests goodwill for impairment annually as of January 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of an such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of January 31, 2022, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 years Customer relationships 4 5 years During the year ended January 31, 2022, the Company recognized amortization of $ 36,357 |
Leases | Leases In February 2016, the FASB issued ASU 2016-02 “ Leases” As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to: 1. Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. 2. Not to apply the recognition requirements in ASC 842 to short-term leases. 3. Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Research and Development | Research and Development Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2022 and 2021 were $ 120,692 110,713 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues For the Year Ended January 31, 2022 January 31, 2021 Gross Sales $ 48,798,656 $ 42,238,702 Less: Slotting, Discounts, Allowances 1,714,916 1,480,097 Net Sales $ 47,083,740 $ 40,758,605 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area For the Year Ended January 31, 2022 January 31, 2021 Northeast $ 16,119,490 $ 13,994,534 Southeast 17,546,606 12,780,368 Midwest 4,917,263 4,870,644 West 5,358,105 5,515,759 Southwest 4,857,192 5,077,397 Total revenue $ 48,798,656 $ 42,238,702 |
Cost of Sales | Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight-in, packaging, and print production costs. |
Advertising | Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2022 and 2021 were $ 734,924 633,102 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” “ASC 718” The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statement of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. For the years ended January 31, 2022 and 2021, share-based compensation amounted to $ 32,918 52,895 For the years ended January 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2022 January 31, 2021 Risk-free interest rate N/A 0.00 0.49 % Expected life of grants N/A 0.1 5.2 Expected volatility of underlying stock N/A 43 127 % Dividends N/A 0 % The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted For the Years Ended January 31, 2022 January 31, 2021 Numerator: Net (loss) income attributable to common stockholders $ (251,926 ) 4,067,206 Effect of dilutive securities: — — Diluted net (loss) income $ (251,926 ) $ 4,067,206 Denominator: Weighted average common shares outstanding - basic 35,702,197 33,503,208 Dilutive securities (a): Series A Preferred - - Options - 513,373 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 35,702,197 34,016,581 Basic net (loss) income per common share $ (0.01 ) $ 0.12 Diluted net (loss) income per common share $ (0.01 ) $ 0.12 (a) - Anti-dilutive securities excluded: 669,000 - |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of January 31, 2022 and 2021, the Company recognized a deferred tax asset of $ 448,501 744,973 The Company is no longer subject to tax examinations by tax authorities for years prior to the year ended January 31, 2019. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“ CARES Act 2017 Tax Act “NOLs The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2019, 2020 or 2021. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020 In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to the income tax provision |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued accounting standards update 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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Subsequent Events | Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro-forma Combined Results of Operation | The following presents the unaudited pro-forma combined results of operations of T&L and OB with the Company as if the entities were combined on February 1, 2020. Schedule of Pro-forma Combined Results of Operation For the Year Ended January 31, 2022 For the Year Ended January 31, 2021 Revenues $ 76,914,679 $ 42,687,880 Net income $ 62,304 $ 4,457,746 Net income per share - basic $ 0.00 $ 0.13 Weighted average number of shares outstanding 35,702,197 33,503,208 |
Schedule of Asset Acquired and Liabilities Assumed | The following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Asset Acquired and Liabilities Assumed Assets: Cash $ 591,458 Accounts receivable 2,715,515 Inventories 1,221,055 Fixed assets, net 503,907 Intangibles 10,574,334 Total identified assets acquired $ 15,606,269 Liabilities: Accounts payable and accrued expenses $ 1,606,269 Total liabilities assumed 1,606,269 Total net assets acquired $ 14,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2022 and January 31, 2021: Schedule of Inventories January 31, 2022 January 31, 2021 Raw Materials $ 1,854,156 $ 746,013 Work in Process 244,974 88,955 Finished goods 791,663 360,243 Inventories $ 2,890,793 $ 1,195,211 |
Schedule of Property and Equipment Estimated Useful Lives | Asset lives for financial statement reporting of depreciation are: Schedule of Property and Equipment Estimated Useful Lives Machinery and equipment 2 7 Furniture and fixtures 3 Leasehold improvements - * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill | Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 years Customer relationships 4 5 years |
Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues For the Year Ended January 31, 2022 January 31, 2021 Gross Sales $ 48,798,656 $ 42,238,702 Less: Slotting, Discounts, Allowances 1,714,916 1,480,097 Net Sales $ 47,083,740 $ 40,758,605 |
Schedule of Disaggregates Gross Revenue by Significant Geographic Area | Schedule of Disaggregates Gross Revenue by Significant Geographic Area For the Year Ended January 31, 2022 January 31, 2021 Northeast $ 16,119,490 $ 13,994,534 Southeast 17,546,606 12,780,368 Midwest 4,917,263 4,870,644 West 5,358,105 5,515,759 Southwest 4,857,192 5,077,397 Total revenue $ 48,798,656 $ 42,238,702 |
Schedule of Fair Value of Share-Based Payments | For the years ended January 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2022 January 31, 2021 Risk-free interest rate N/A 0.00 0.49 % Expected life of grants N/A 0.1 5.2 Expected volatility of underlying stock N/A 43 127 % Dividends N/A 0 % |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted For the Years Ended January 31, 2022 January 31, 2021 Numerator: Net (loss) income attributable to common stockholders $ (251,926 ) 4,067,206 Effect of dilutive securities: — — Diluted net (loss) income $ (251,926 ) $ 4,067,206 Denominator: Weighted average common shares outstanding - basic 35,702,197 33,503,208 Dilutive securities (a): Series A Preferred - - Options - 513,373 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 35,702,197 34,016,581 Basic net (loss) income per common share $ (0.01 ) $ 0.12 Diluted net (loss) income per common share $ (0.01 ) $ 0.12 (a) - Anti-dilutive securities excluded: 669,000 - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment on January 31, 2022 and January 31, 2021 are as follows: Schedule of Property and Equipment January 31, 2022 January 31, 2021 Machinery and Equipment $ 4,934,855 $ 3,787,321 Furniture and Fixtures 233,615 113,112 Leasehold Improvements 3,346,610 3,120,273 Property and Equipment, Gross 8,515,080 7,020,706 Less: Accumulated Depreciation 4,836,548 4,057,104 Property and Equipment, Net $ 3,678,532 $ 2,963,602 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | Intangibles, net consisted of the following at January 31, 2022: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 |
Schedule of Estimated Aggregate Amortization Expense | We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2 $ 2022 2023 $ 431,346 2024 $ 431,346 2025 $ 422,632 2026 $ 374,216 2027 $ 325,378 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense For the Year Ended For the Year Ended January 31, 2022 January 31, 2021 Finance lease Depreciation of assets $ 145,066 $ 129,104 Interest on lease liabilities 33,675 36,169 Operating leases 355,786 309,357 Total net lease cost $ 534,527 $ 474,630 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases January 31, 2022 January 31, 2021 Operating leases: Operating lease ROU assets $ 3,596,317 $ 1,352,483 Current operating lease liabilities, included in current liabilities $ 292,699 $ 147,684 Noncurrent operating lease liabilities, included in long-term liabilities 3,339,255 1,218,487 Total operating lease liabilities $ 3,631,954 $ 1,366,171 Finance leases Property and equipment, at cost $ 1,079,706 $ 951,656 Accumulated depreciation (405,436 ) (260,370 ) Property and equipment, net $ 674,270 $ 691,286 Current obligations of finance lease liabilities, included in current liabilities $ 218,039 $ 190,554 Finance leases, net of current obligations, included in long-term liabilities 376,132 474,743 Total finance lease liabilities $ 594,171 $ 665,297 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases For the Year Ended January 31, 2022 For the Year Ended January 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 168,849 $ 132,694 Financing cash flows from finance leases 199,176 156,450 ROU assets obtained in exchange for lease liabilities: Operating leases $ 2,457,502 $ - Finance leases 128,050 401,387 Weighted average remaining lease term (in years): Operating leases 8.5 6.8 Finance leases 3.0 3.9 Weighted average discount rate: Operating leases 4.85 % 6.54 % Finance leases 4.45 % 4.57 % |
Schedule of Future Minimum Payments Required Under Lease Obligations | Schedule of Future Minimum Payments Required Under Lease Obligations For the Twelve Months Ending January 31, 2023 $ 756,450 2024 713,319 2025 689,398 2026 611,124 2027 464,909 Thereafter 1,825,924 Total lease payments $ 5,061,124 Less: amounts representing interest (834,999 ) Total lease obligations $ 4,226,125 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Summary of Option Activity | The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Outstanding – January 31, 2020 891,500 $ 0.77 Exercisable – January 31, 2020 756,500 $ 0.71 Granted 7,500 $ 0.53 Exercised (24,000 ) $ 0.60 Forfeited/Cancelled (6,000 ) $ 0.60 Outstanding – January 31, 2021 869,000 $ 0.70 Exercisable – January 31, 2021 859,000 $ 0.70 Granted - $ - Exercised (200,000 ) $ 0.81 Outstanding – January 31, 2022 669,000 $ 0.66 Exercisable – January 31, 2022 666,500 $ 0.65 |
Summary of Option Outstanding and Exercisable | Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.39 1.38 669,000 1.83 $ 0.66 666,500 $ 0.65 |
Schedule of Warrants Activity | The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Exercise Price Outstanding – January 31, 2020 6,056,664 $ 1.00 Exercisable – January 31, 2020 6,056,664 $ 1.00 Granted - $ - Exercised (3,631,733 ) $ 1.09 Forfeited/Cancelled (2,424,931 ) $ 1.39 Outstanding – January 31, 2021 - $ - Exercisable – January 31, 2021 - $ - Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – January 31, 2022 - $ - Exercisable – January 31, 2022 - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Royalty Minimum Payment by Preceding Agreement Year | In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: Schedule of Royalty Minimum Payment by Preceding Agreement Year Agreement Year Minimum Royalty to be Paid with Respect to Such Agreement Year 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The income tax provision consists of the following: Schedule of Components of Income Tax Expense Income tax provision / (benefit) consists of the following: January 31, 2022 January 31, 2021 Federal Current $ - $ - Deferred 32,224 (184,085 ) State and Local Current Deferred 264,248 (560,888 ) Income tax provision / (benefit) $ 296,472 $ (744,973 ) |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets Year Ended January 31, 2022 Year Ended January 31, 2021 Net operating loss carryovers $ 1,152,434 $ 1,212,466 Share-based compensation 6,854 - Acquisition costs 88,109 - Capitalized start-up and organization costs 27,843 44,133 Right of use liability 798,015 571,046 Inventory 21,945 - Interest limitation 16,224 - Other 18,354 6,309 Total deferred tax assets 2,129,778 1,833,954 Deferred Tax Liabilities - Fixed assets 812,528 708,798 Right of use asset 868,749 380,183 Total deferred tax liabilities 1,681,277 1,088,981 Net deferred tax asset $ 448,501 $ 744,973 |
Schedule of Effective Income Tax Rate Reconciliation | The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended January 31, 2022 Year Ended January 31, 2021 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 1.08 7.11 Adjustments to deferred tax assets 627.47 5.78 Change in valuation allowance - (65.55 ) Non-deductible expenses 16.00 9.24 Income tax provision (benefit) 665.55 % (22.42 )% |
Schedule of Pro-forma Combined
Schedule of Pro-forma Combined Results of Operation (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 76,914,679 | $ 42,687,880 |
Net income | $ 62,304 | $ 4,457,746 |
Net income per share - basic | $ 0 | $ 0.13 |
Weighted average number of shares outstanding | 35,702,197 | 33,503,208 |
Schedule of Asset Acquired and
Schedule of Asset Acquired and Liabilities Assumed (Details) | Jan. 31, 2022USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 591,458 |
Accounts receivable | 2,715,515 |
Inventories | 1,221,055 |
Fixed assets, net | 503,907 |
Intangibles | 10,574,334 |
Total identified assets acquired | 15,606,269 |
Accounts payable and accrued expenses | 1,606,269 |
Total liabilities assumed | 1,606,269 |
Total net assets acquired | $ 14,000,000 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | Dec. 29, 2021 | Dec. 23, 2021 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 |
Business Acquisition [Line Items] | |||||
Business Acquisition, Transaction Costs | $ 748,000 | $ 748,000 | |||
Revenue | 47,083,740 | $ 40,758,605 | |||
Income before tax | 44,546 | $ 3,322,233 | |||
M and T Bank [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt maturity description | (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor | ||||
M and T Bank [Member] | Multiple Disbursement Term Loan [Member] | |||||
Business Acquisition [Line Items] | |||||
Principal amount | $ 7,500,000 | 7,500,000 | 7,500,000 | ||
Monthly installement | 60-month | ||||
Maturity date | Jan. 17, 2027 | ||||
Debt maturity description | (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor | ||||
TAndL And OB [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 14,000,000 | ||||
Cash | 11,000,000 | ||||
Notes payable | 3,000,000 | ||||
Principal amount | $ 750,000 | ||||
Accrued interest rate | 3.50% | ||||
TAndL And OB [Member] | M and L Bank [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 7,500,000 | ||||
Spartan Capital Securities LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Professional Fees | $ 401,000 | ||||
T And L Acquisition Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenue | 2,846,184 | ||||
Income before tax | 44,281 | ||||
Olive Branch LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenue | 665,513 | ||||
Income before tax | $ 12,420 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 1,854,156 | $ 746,013 |
Work in Process | 244,974 | 88,955 |
Finished goods | 791,663 | 360,243 |
Inventories | $ 2,890,793 | $ 1,195,211 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended | |
Jan. 31, 2022 | ||
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | [1] | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 2 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
[1] | Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Schedule of Other Intangible As
Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Trademarks and Trade Names [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 3 years |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 4 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 5 years |
Schedule of Expenses of Slottin
Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Gross Sales | $ 48,798,656 | $ 42,238,702 |
Less: Slotting, Discounts, Allowances | 1,714,916 | 1,480,097 |
Net Sales | $ 47,083,740 | $ 40,758,605 |
Schedule of Disaggregates Gross
Schedule of Disaggregates Gross Revenue by Significant Geographic Area (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Total revenue | $ 48,798,656 | $ 42,238,702 |
Northeast [Member] | ||
Total revenue | 16,119,490 | 13,994,534 |
Southeast [Member] | ||
Total revenue | 17,546,606 | 12,780,368 |
Midwest [Member] | ||
Total revenue | 4,917,263 | 4,870,644 |
West [Member] | ||
Total revenue | 5,358,105 | 5,515,759 |
Southwest [Member] | ||
Total revenue | $ 4,857,192 | $ 5,077,397 |
Schedule of Fair Value of Share
Schedule of Fair Value of Share-Based Payments (Details) | 12 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Dividends | 0.00% |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Risk-free interest rate | 0.00% |
Expected life of grants | 1 month 6 days |
Expected volatility of underlying stock | 43.00% |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Risk-free interest rate | 0.49% |
Expected life of grants | 5 years 2 months 12 days |
Expected volatility of underlying stock | 127.00% |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net (loss) income attributable to common stockholders | $ (251,926) | $ 4,067,206 |
Effect of dilutive securities: | ||
Diluted net (loss) income | $ (251,926) | $ 4,067,206 |
Weighted average common shares outstanding - basic | 35,702,197 | 33,503,208 |
Series A Preferred | ||
Options | 513,373 | |
Warrants | ||
Weighted average common shares outstanding and assumed conversion – diluted | 35,702,197 | 34,016,581 |
Basic net (loss) income per common share | $ (0.01) | $ 0.12 |
Diluted net (loss) income per common share | $ (0.01) | $ 0.12 |
(a) - Anti-dilutive securities excluded: | 669,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Federal insured limits | 186,100 | ||
Accounts receivable reserves | 2,000 | 2,000 | |
Capitalized Computer Software, Impairments | 87,639 | ||
Amortization of Intangible Assets | $ 7,303 | 43,660 | |
Other Intangible Assets, Net | 36,357 | ||
Research and development expense | 120,692 | 110,713 | |
Advertising expenses | 734,924 | 633,102 | |
Share based compensation | 32,918 | 52,895 | |
Deferred tax assets | $ 448,501 | $ 744,973 | |
Taxable income limitations description | The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2019, 2020 or 2021. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020 | ||
Charitable deduction limit description | the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to the income tax provision |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $ 4,934,855 | $ 3,787,321 |
Furniture and Fixtures | 233,615 | 113,112 |
Leasehold Improvements | 3,346,610 | 3,120,273 |
Property and Equipment, Gross | 8,515,080 | 7,020,706 |
Less: Accumulated Depreciation | 4,836,548 | 4,057,104 |
Property and Equipment, Net | $ 3,678,532 | $ 2,963,602 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 779,442 | $ 663,001 |
Schedule of Intangibles Assets
Schedule of Intangibles Assets (Details) | 12 Months Ended |
Jan. 31, 2022USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets | $ 2,028,639 |
Finite-Lived Intangible Assets, Accumulated Amortization | (43,660) |
Finite-Lived Intangible Assets, Net | 1,984,979 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets | 87,639 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,303) |
Finite-Lived Intangible Assets, Net | $ 80,336 |
Weighted average life | 2 years 10 months 28 days |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets | $ 1,862,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (33,976) |
Finite-Lived Intangible Assets, Net | $ 1,828,024 |
Weighted average life | 4 years 10 months 13 days |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets | $ 79,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,381) |
Finite-Lived Intangible Assets, Net | $ 76,619 |
Weighted average life | 2 years 10 months 28 days |
Schedule of Estimated Aggregate
Schedule of Estimated Aggregate Amortization Expense (Details) | Jan. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 431,346 |
2024 | 431,346 |
2025 | 422,632 |
2026 | 374,216 |
2027 | $ 325,378 |
Intangibles, net (Details Narra
Intangibles, net (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 7,303 | $ 43,660 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Ownership percentage | 100.00% | |
Payments for Rent | $ 20,200 | |
Increase (Decrease) in Prepaid Rent | 23,567 | |
CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Investor relation conference expenses | 4,612 | $ 29,503 |
Issuance of shares | 940,807 | |
Warrants exercise price, per share | $ 1 | |
Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 3,000,000 | |
Annual principal payments | $ 750,000 | |
Debt instrument interest rate stated percentage | 3.50% | |
Interest payable current and noncurrent | $ 3,009,917 | |
Interest expense | 9,917 | |
WWS Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Commission expense | $ 48,000 | $ 48,000 |
CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Loan and Security Agreement (De
Loan and Security Agreement (Details Narrative) - USD ($) | Dec. 29, 2021 | Jun. 11, 2021 | Jan. 29, 2020 | Jan. 04, 2019 | Jan. 31, 2022 | Jan. 31, 2021 |
Unamortized discount | $ 58,750 | |||||
Accretion of debt discount | 979 | |||||
M and T Bank [Member] | ||||||
Line of credit | 765,000 | $ 0 | ||||
Debt instrument term | 2 years | |||||
Increase total available outstanding amount | $ 4,500,000 | $ 4,000,000 | ||||
Extend maturity date | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Financing fees | $ 5,000 | |||||
unamortized fees | 3,542 | |||||
Line of credit interest rate description | Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation) | |||||
Interest payable | 1,161 | $ 0 | ||||
Debt instrument description | (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor | |||||
M and T Bank [Member] | Multiple Disbursement Term Loan [Member] | ||||||
Interest payable | 28,734 | |||||
Debt instrument face amount | $ 7,500,000 | 7,500,000 | ||||
Debt instrument payment terms | 60-month | |||||
Maturity date | Jan. 17, 2027 | |||||
Debt instrument description | (i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR; or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor | |||||
Unamortized discount | $ 57,771 | |||||
M and T Bank [Member] | LIBOR [Member] | ||||||
Line of credit | $ 3,500,000 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - M and T Bank [Member] - PPP Term Note [Member] - USD ($) | May 06, 2020 | Apr. 21, 2020 |
Short-Term Debt [Line Items] | ||
Repayment of loan | $ 330,505 | |
CARES Act [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount | $ 330,505 | |
Interest rate percentage | 1.00% |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Leases | ||
Depreciation of assets | $ 145,066 | $ 129,104 |
Interest on lease liabilities | 33,675 | 36,169 |
Operating leases | 355,786 | 309,357 |
Total net lease cost | $ 534,527 | $ 474,630 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Jan. 31, 2022 | Dec. 29, 2021 | Mar. 01, 2021 | Jan. 31, 2021 |
Leases | ||||
Operating lease ROU assets | $ 3,596,317 | $ 1,352,483 | ||
Current operating lease liabilities, included in current liabilities | 292,699 | 147,684 | ||
Noncurrent operating lease liabilities, included in long-term liabilities | 3,339,255 | 1,218,487 | ||
Total operating lease liabilities | 3,631,954 | $ 2,129,084 | $ 328,148 | 1,366,171 |
Property and equipment, at cost | 1,079,706 | 951,656 | ||
Accumulated depreciation | (405,436) | (260,370) | ||
Property and equipment, net | 674,270 | 691,286 | ||
Current obligations of finance lease liabilities, included in current liabilities | 218,039 | 190,554 | ||
Finance leases, net of current obligations, included in long-term liabilities | 376,132 | 474,743 | ||
Total finance lease liabilities | $ 594,171 | $ 665,297 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 168,849 | $ 132,694 |
Financing cash flows from finance leases | 199,176 | 156,450 |
Operating leases | 2,457,502 | |
Finance leases | $ 128,050 | $ 401,387 |
Operating lease weighted average remaining lease term1 | 8 years 6 months | 6 years 9 months 18 days |
Finance lease weighted average remaining lease term1 | 3 years | 3 years 10 months 24 days |
Operating lease weighted average discount rate percent | 4.85% | 6.54% |
Finance lease weighted average discount rate percent | 4.45% | 4.57% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Required Under Lease Obligations (Details) | Jan. 31, 2022USD ($) |
Leases | |
2023 | $ 756,450 |
2024 | 713,319 |
2025 | 689,398 |
2026 | 611,124 |
2027 | 464,909 |
Thereafter | 1,825,924 |
Total lease payments | 5,061,124 |
Less: amounts representing interest | (834,999) |
Total lease obligations | $ 4,226,125 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Mar. 01, 2021 | Jan. 31, 2022 | Dec. 29, 2021 | Jan. 31, 2021 |
Leases | ||||
Wrote-off net right of use asset and corresponding lease liability | $ 22,870 | |||
Operating lease liability | $ 328,148 | $ 3,631,954 | $ 2,129,084 | $ 1,366,171 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Customer One [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 26.00% | 41.00% |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 23.00% |
Customer Two [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.00% | 13.00% |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7.00% | 14.00% |
Customer Three [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | |
Customer Three [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% |
Summary of Option Activity (Det
Summary of Option Activity (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Options, Outstanding, Beginning balance | 869,000 | 891,500 |
Weighted Average Exercise Price, Beginning balance | $ 0.70 | $ 0.77 |
Options, Outstanding, Beginning balance | 859,000 | 756,500 |
Weighted Average Exercise Price, Beginning balance | $ 0.70 | $ 0.71 |
Options, Granted | 7,500 | |
Weighted Average Exercise Price, Granted | $ 0.53 | |
Options, Exercised | (200,000) | (24,000) |
Weighted Average Exercise Price, Exercised | $ 0.81 | $ 0.60 |
Options, Forfeited/Cancelled | (6,000) | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 0.60 | |
Options, Exercisable, Ending balance | 669,000 | 869,000 |
Weighted Average Exercise Price, Ending balance | $ 0.66 | $ 0.70 |
Options, Exercisable, Ending balance | 666,500 | 859,000 |
Weighted Average Exercise Price, Ending balance | $ 0.65 | $ 0.70 |
Summary of Option Outstanding a
Summary of Option Outstanding and Exercisable (Details) | 12 Months Ended |
Jan. 31, 2022$ / sharesshares | |
Equity [Abstract] | |
Range of exercise price lower range limit | $ 0.39 |
Range of exercise price upper range limit | $ 1.38 |
Number of Options Outstanding | shares | shares | 669,000 |
Weighted Average Remaining Contractual Life (in years), Options Outstanding | 1 year 9 months 29 days |
Weighted Average Exercise Price, Options Outstanding | $ 0.66 |
Number of Options Exercisable | shares | shares | 666,500 |
Weighted Average Exercise Price, Options Exercisable | $ 0.65 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants Outstanding, Outstanding, Ending balance | 6,056,664 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1 | |
Warrants Outstanding, Outstanding, Ending balance | 6,056,664 | |
Weighted Average Exercise Price, Exercisable, Beginning balance | $ 1 | |
Warrants, Granted | ||
Weighted Average Exercise Price, Granted | ||
Warrants, Exercised | (3,631,733) | |
Weighted Average Exercise Price, Exercised | $ 1.09 | |
Warrants, Forfeited/Cancelled | (2,424,931) | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 1.39 | |
Warrants, Exercised | 3,631,733 | |
Warrants, Forfeited/Cancelled | 2,424,931 | |
Warrants Outstanding, Outstanding, Ending balance | ||
Weighted Average Exercise Price, Outstanding, Ending balance | ||
Warrants Exercisable, Exercisable, Ending balance | ||
Weighted Average Exercise Price, Exercisable, Ending balance |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | 13 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total intrinsic value of options outstanding | $ 859,051 | ||
Total intrinsic value of options exercisable | 857,101 | ||
Proceeds from stock options exercised | 19,080 | $ 14,400 | |
Share based compensation | 32,918 | 52,895 | |
Proceeds from exercise of warrants | $ 3,773,182 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares of common stock | 3,588,490 | ||
Warrants exercised | 3,631,733 | ||
Proceeds from exercise of warrants | $ 3,773,182 | ||
Warrant [Member] | Spartan Capital Securities LLC [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares of common stock | 36,757 | ||
Warrants exercised | 3,631,733 | ||
Warrants exercised on cashless basis | 80,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation | $ 1,863 | $ 52,895 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 21,000 | ||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 59,430 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 14,000 | ||
Employee Benefits and Share-Based Compensation | $ 28,375 | ||
Eight Employees [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock option exercised | 200,000 | ||
Proceeds from stock options exercised | $ 19,080 | ||
Eight Employees [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Options exercise price | $ 0.49 | ||
Eight Employees [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Options exercise price | $ 1.38 | ||
Three Employees [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock option exercised | 24,000 | ||
Options exercise price | $ 0.60 | ||
Proceeds from stock options exercised | $ 14,400 | ||
Employee [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares of common stock | 7,500 | ||
Exercised price per share | $ 1.16 | $ 1.16 | |
Equity fair value disclosure | $ 6,682 | $ 6,682 | |
Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation | $ 31,055 | ||
Employee [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercised price term | 2 years | ||
Employee [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Exercised price term | 5 years | ||
Placement Agent [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Placement agent fees | $ 87,000 |
Schedule of Royalty Minimum Pay
Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | $ 562,491 | $ 539,801 |
Agreement Year First And Second [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | ||
Agreement Year Third And Fourth [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | 50,000 | |
Agreement Year Fifth, Sixth And Seventh [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | 75,000 | |
Agreement Year Eight and Nine [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | 100,000 | |
Agreement Year Tenth And Thereafter [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Royalty to be Paid with Respect to Such Agreement Year | $ 125,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 01, 2019 | Jan. 31, 2022 | Jan. 31, 2021 |
Loss Contingencies [Line Items] | |||
Loss Contingency, Loss in Period | $ 656,700 | ||
Cost of Goods and Services Sold | 35,229,867 | $ 28,019,296 | |
Proceeds for the property damage claim | 91,312 | ||
Offset by repairs and maintenance expense | 12,475 | ||
Cost of oven and roof | 47,669 | ||
Royalty expense | 562,491 | $ 539,801 | |
Litigation settlement expense | $ 401,322 | ||
Spartan Capital Securities LLC [Member] | |||
Loss Contingencies [Line Items] | |||
Agreement term description | the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction | ||
Spartan Capital Securities LLC [Member] | Advisory Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Nonrefundable monthly fee amount | $ 5,000 | ||
Share based payment award options grants in period gross | 125,000 | ||
Year One [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty rate on net sales | 6.00% | ||
Royalty income nonoperating | $ 500,000 | ||
Year Two [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty rate on net sales | 4.00% | ||
Year Two [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Royalty income nonoperating | $ 500,000 | ||
Year Two [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Royalty income nonoperating | $ 2,500,000 | ||
Year Three [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty rate on net sales | 2.00% | ||
Year Three [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Royalty income nonoperating | $ 2,500,000 | ||
Year Three [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Royalty income nonoperating | $ 20,000,000 | ||
Year Four [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty rate on net sales | 1.00% | ||
Royalty income nonoperating | $ 20,000,000 | ||
Insurance Claims [Member] | |||
Loss Contingencies [Line Items] | |||
Cost of Goods and Services Sold | $ 152,850 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | 32,224 | (184,085) |
Deferred | 264,248 | (560,888) |
Income tax provision / (benefit) | $ 296,472 | $ (744,973) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 1,152,434 | $ 1,212,466 |
Share-based compensation | 6,854 | |
Acquisition costs | 88,109 | |
Capitalized start-up and organization costs | 27,843 | 44,133 |
Right of use liability | 798,015 | 571,046 |
Inventory | 21,945 | |
Interest limitation | 16,224 | |
Other | 18,354 | 6,309 |
Total deferred tax assets | 2,129,778 | 1,833,954 |
Fixed assets | 812,528 | 708,798 |
Right of use asset | 868,749 | 380,183 |
Total deferred tax liabilities | 1,681,277 | 1,088,981 |
Net deferred tax asset | $ 448,501 | $ 744,973 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
US Federal statutory rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 1.08% | 7.11% |
Adjustments to deferred tax assets | 627.47% | 5.78% |
Change in valuation allowance | (65.55%) | |
Non-deductible expenses | 16.00% | 9.24% |
Income tax provision (benefit) | 665.55% | (22.42%) |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | Dec. 22, 2017 | Jan. 31, 2022 | Jan. 31, 2021 |
Operating Loss Carryforwards [Line Items] | |||
Income tax description | the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of January 31, 2018. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2019 | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 0 | $ 2,177,802 | |
Penalties on unpaid tax | 0 | 0 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 5,400,000 | 3,800,000 | |
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 10,000,000 | $ 5,200,000 | |
[custom:NetOperatingLossCarryoversExpirationDescription] | offset future taxable income through 2035 |