Cover
Cover - shares | 3 Months Ended | |
Apr. 30, 2023 | Jun. 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, filed with the Securities and Exchange Commission on June 13, 2023 (the “Form 10-Q”), is to update certain prior-period financial disclosures in Part II. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1A. Risk Factors, which presented an inaccurate description of operating expenses, components of cash flows and related disclosures relating to the prior year period. No other changes have been made to the Form 10-Q, including to the financial statements contained therein. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 $0.00001 | |
Trading Symbol | MMMB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,484,777 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Current Assets: | ||
Cash | $ 5,259,448 | $ 4,378,383 |
Accounts receivable, net | 8,389,108 | 6,832,046 |
Inventories, net | 2,535,831 | 3,635,881 |
Prepaid expenses and other current assets | 1,127,631 | 828,391 |
Total current assets | 17,312,018 | 15,674,701 |
Property and equipment, net | 3,319,698 | 3,423,096 |
Intangibles, net | 1,400,614 | 1,502,510 |
Goodwill | 8,633,334 | 8,633,334 |
Operating lease right of use assets, net | 3,230,896 | 3,236,690 |
Deferred tax asset | 372,361 | 717,559 |
Equity method investment | 1,489,244 | 1,343,486 |
Deposits | 57,060 | 53,819 |
Total Assets | 35,815,225 | 34,585,195 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 9,451,772 | 9,063,256 |
Term loan, net of debt discount of $54,552 and $60,082, respectively | 1,497,172 | 1,491,642 |
Operating lease liability | 408,965 | 391,802 |
Finance leases payable | 180,685 | 182,391 |
Promissory note – related party | $ 750,000 | $ 750,000 |
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total current liabilities | $ 12,288,594 | $ 11,879,091 |
Line of credit | 750,000 | 890,000 |
Operating lease liability – net of current | 2,845,326 | 2,897,205 |
Finance leases payable – net of current | 200,467 | 248,640 |
Promissory note – related party, net of current | $ 1,500,000 | $ 1,500,000 |
Notes Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Term loan – net of current | $ 4,267,250 | $ 4,655,181 |
Total long-term liabilities | 9,563,043 | 10,191,026 |
Total Liabilities | 21,851,637 | 22,070,117 |
Commitments and contingencies (Notes 9 and 10) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 36,484,777 and 36,317,857 shares issued and outstanding as of January 31, 2023 and January 31, 2022 | 366 | 364 |
Additional paid in capital | 22,799,322 | 22,724,440 |
Accumulated deficit | (8,686,600) | (10,060,226) |
Less: Treasury stock, 230,000 shares at cost | (149,500) | (149,500) |
Total Stockholders’ Equity | 13,963,588 | 12,515,078 |
Total Liabilities and Stockholders’ Equity | 35,815,225 | 34,585,195 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Statement [Line Items] | ||
Net of debt discount, current | $ 54,552 | $ 60,082 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 19,680,000 | 19,680,000 |
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 | 36,484,777 | 36,317,857 |
Common stock, shares outstanding | 36,484,777 | 36,317,857 |
Treasury stock, shares | 230,000 | 230,000 |
Series A Preferred Stock [Member] | ||
Statement [Line Items] | ||
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 |
Series B Preferred Stock [Member] | ||
Statement [Line Items] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 54,600 | 54,600 |
Preferred stock, shares outstanding | 54,600 | 54,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Income Statement [Abstract] | ||
Sales-net of slotting fees and discounts | $ 23,120,816 | $ 21,830,580 |
Costs of sales | 16,749,816 | 17,970,317 |
Gross profit | 6,371,000 | 3,860,263 |
Operating expenses: | ||
Research and development | 71,185 | 26,535 |
General and administrative | 4,357,031 | 3,572,755 |
Total operating expenses | 4,428,216 | 3,599,290 |
Income from operations | 1,942,784 | 260,973 |
Other income (expenses) | ||
Interest | (177,394) | (124,251) |
Amortization of debt discount | (5,530) | (3,640) |
Other income | 20,000 | |
Total other income (expenses) | (162,924) | (127,891) |
Net income before income tax provision and income from equity method investment | 1,779,860 | 133,082 |
Income from equity method investment | 145,758 | |
Income tax provision | (524,692) | (29,385) |
Net income | 1,400,926 | 103,697 |
Less: series B preferred dividends | (27,300) | |
Net income available to common stockholders | $ 1,373,626 | $ 103,697 |
Net income per common share | ||
– basic | $ 0.04 | $ 0 |
– diluted | $ 0.04 | $ 0 |
Weighted average common shares outstanding | ||
– basic | 36,394,033 | 35,759,244 |
– diluted | 37,625,518 | 36,148,920 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | 3 Months Ended | ||
Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2022 | |
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | |||
Beginning balance, shares | |||
Stock based compensation | |||
Stock issued for the exercise of options | |||
Series B Preferred dividend | |||
Net income | |||
Ending balance, value | |||
Ending balance, shares | |||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | |||
Beginning balance, shares | 54,600 | ||
Stock based compensation | |||
Stock issued for the exercise of options | |||
Series B Preferred dividend | |||
Net income | |||
Ending balance, value | |||
Ending balance, shares | 54,600 | 54,600 | |
Common Stock [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | $ 364 | $ 359 | |
Beginning balance, shares | 36,317,857 | 35,758,792 | |
Stock based compensation | |||
Stock issued for the exercise of options | $ 2 | ||
Stock issued for the exercise of options, shares | 166,920 | 15,676 | |
Series B Preferred dividend | |||
Net income | |||
Ending balance, value | $ 366 | $ 364 | $ 359 |
Ending balance, shares | 36,484,777 | 36,317,857 | 35,774,468 |
Treasury Stock, Common [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | $ (149,500) | $ (149,500) | |
Beginning balance, shares | (230,000) | (230,000) | |
Stock based compensation | |||
Stock issued for the exercise of options | |||
Series B Preferred dividend | |||
Net income | |||
Ending balance, value | $ (149,500) | $ (149,500) | $ (149,500) |
Ending balance, shares | (230,000) | (230,000) | (230,000) |
Additional Paid-in Capital [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | $ 22,724,440 | $ 20,587,789 | |
Stock based compensation | 55,384 | ||
Stock issued for the exercise of options | 19,498 | ||
Series B Preferred dividend | |||
Net income | |||
Ending balance, value | 22,799,322 | $ 22,724,440 | 20,587,789 |
Retained Earnings [Member] | |||
Statement [Line Items] | |||
Beginning balance, value | (10,060,226) | (12,328,830) | |
Stock based compensation | |||
Stock issued for the exercise of options | |||
Series B Preferred dividend | (27,300) | ||
Net income | 1,400,926 | 103,697 | |
Ending balance, value | (8,686,600) | (10,060,226) | (12,225,133) |
Beginning balance, value | 12,515,078 | 8,109,818 | |
Stock based compensation | 55,384 | ||
Stock issued for the exercise of options | $ 19,500 | $ 19,500 | |
Stock issued for the exercise of options, shares | 200,000 | 200,000 | |
Series B Preferred dividend | $ (27,300) | ||
Net income | 1,400,926 | 103,697 | |
Ending balance, value | $ 13,963,588 | $ 12,515,078 | $ 8,213,515 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,400,926 | $ 103,697 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 248,413 | 208,829 |
Amortization of debt discount | 5,530 | 3,640 |
Amortization of right of use assets | 5,794 | 69,344 |
Amortization of intangible assets | 101,896 | 113,170 |
Stock based compensation | 55,384 | |
Change in deferred tax asset | 345,198 | 29,385 |
Income from equity method investment | (145,758) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,557,062) | (1,370,867) |
Inventories | 1,100,050 | (1,277,898) |
Prepaid expenses | (607,018) | (299,864) |
Security deposits | (3,241) | |
Accounts payable and accrued expenses | 696,294 | 1,095,439 |
Operating lease liability | (34,716) | (87,888) |
Net cash provided by (used in) operating activities | 1,611,690 | (1,343,013) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (145,015) | (174,007) |
Net cash used in investing activities | (145,015) | (174,007) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of term loan | (387,931) | (129,310) |
(Repayment) borrowings of line of credit, net | (140,000) | 1,775,000 |
Repayment of finance lease obligations | (49,879) | (58,008) |
Payment of Series B Preferred dividends | (27,300) | |
Proceeds from exercise of options | 19,500 | |
Net cash (used in) provided by financing activities | (585,610) | 1,587,682 |
Net increase (decrease) in cash | 881,065 | 70,662 |
Cash - beginning of period | 4,378,383 | 850,598 |
Cash - end of period | 5,259,448 | 921,260 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | 152,468 | 133,291 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash deposits on prepaid additions | $ 307,778 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Apr. 30, 2023 | |
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. Our subsidiary, MamaMancini’s Inc., a Delaware Corporation (“Mamas”) is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, sausage & peppers, 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 products. Mamas 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. 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 (“Olive Branch”), 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 Food and Drug Administration (“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. On June 28, 2022, the Company acquired a 24 1.2 500,000 700,000 76 3.8 3.5 300,000 The following presents the unaudited results of operations for the period February 1, 2023 through April 30, 2023 of CIF. Schedule of Results of Operations For the Period Revenues $ 8,288,552 Net income $ 607,324 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of April 30, 2023, and the results of its operations and its cash flows for the periods presented. The unaudited condensed consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended January 31, 2023 and 2022 included in our 2023 Form 10-K. Operating results for the three months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the year ending January 31, 2024. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany activities have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, the fair value of stock-based payments, inventory reserves, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. 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 condensed 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 changes 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. As of April 30, 2023, the Company had approximately $ 4.3 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 April 30, 2023 and January 31, 2023, the reserve for uncollectible accounts was approximately $ 233,000 233,000 Inventories The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as the estimated selling prices less the costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. The reserve for obsolescence at April 30, 2023 and January 31, 2023 was $ 32,433 32,433 Inventories by major category are as follows: Schedule of Inventories April 30, 2023 January 31, 2023 Raw Materials $ 1,296,307 $ 1,883,270 Work in Process 93,139 98,910 Finished goods 1,146,385 1,653,701 Total $ 2,535,831 $ 3,635,881 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 Goodwill Goodwill is initially recorded at fair value and not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Our goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the Company may be more likely than not less than the carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The quantitative test is to identify if a potential impairment exists. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Our qualitative assessment for the three months ended April 30, 2023 did not indicate that it was more likely than not that an impairment of the Company was necessary, and as such, no quantitative goodwill test was deemed necessary. 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 April 30, 2023 and January 31, 2023, 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 Customer relationships 4 5 During the three months ended April 30, 2023 and 2022, the Company recognized amortization of $ 101,896 98,054 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 three months ended April 30, 2023 and 2022 were $ 71,185 26,535 Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) The Company’s sales are generated from the sale of finished products to customers, which contains 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 received by 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 condensed consolidated statements of operations. The Company promotes its products with 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 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 received by the customer. 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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Gross Sales $ 23,599,910 $ 22,348,592 Less: Slotting, Discounts, and Allowances 479,094 518,012 Net Sales $ 23,120,816 $ 21,830,580 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Northeast $ 8,566,093 $ 8,689,282 Southeast 6,695,406 5,507,797 Midwest 4,266,998 2,824,799 West 1,921,568 2,898,856 Southwest 2,149,845 2,427,858 Total gross sales $ 23,599,910 $ 22,348,592 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 three months ended April 30, 2023 and 2022 were approximately $ 208,570 187,020 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 stock-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. Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-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, general and administrative expenses, or research and development, depending on the nature of the services provided, in the condensed consolidated statements of operations. stock-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 three months ended April 30, 2023 and 2022, stock-based compensation amounted to $ 55,384 0 For the three months ended April 30, 2023 and 2022, there were no Earnings Per Share Basic net income per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred Stock is calculated using the if-converted method. 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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Numerator: Net income (loss) attributable to common stockholders $ 1,373,626 103,697 Effect of dilutive securities: 27,300 — Diluted net income (loss) $ 1,398,926 $ 103,697 Denominator: Weighted average common shares outstanding - basic 36,394,033 35,759,244 Dilutive securities (a): Series B Preferred 819,000 - Options 277,915 389,677 Restricted Stock 134,570 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,625,518 36,148,920 Basic net income (loss) per common share $ 0.04 $ 0.00 Diluted net income (loss) per common share $ 0.04 $ 0.00 (a) - Anti-dilutive securities excluded: Warrants 13,650 - Income Taxes Income taxes are provided in accordance with ASC 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 are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of April 30, 2023 and January 31, 2023, the Company recognized a deferred tax asset of $ 372,361 717,559 Recent Accounting Pronouncements 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 - Property and Equipment Property and equipment on April 30, 2023 and January 31, 2023 are as follows: Schedule of Property and Equipment April 30, 2023 January 31, 2023 Machinery and Equipment $ 5,475,527 $ 5,387,255 Furniture and Fixtures 316,956 284,781 Leasehold Improvements 3,504,629 3,480,061 Property and Equipment, Gross 9,297,112 9,152,097 Less: Accumulated Depreciation 5,977,414 5,729,001 Total $ 3,319,698 $ 3,423,096 Depreciation expense charged to income for the three months ended April 30, 2023 and 2022 amounted to $ 248,413 208,829 |
Intangibles, net
Intangibles, net | 3 Months Ended |
Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, net | Note 4 – Intangibles, net Intangibles, net consisted of the following at April 30, 2023: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (505,251 ) 1,356,749 3.63 Tradename and trademarks 79,000 (35,135 ) 43,865 1.67 $ 2,028,639 $ (628,025 ) $ 1,400,614 Intangibles, net consisted of the following at January 31, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (409,776 ) 1,452,224 3.41 Tradename and trademarks 79,000 (28,714 ) 50,286 1.91 $ 2,028,639 $ (526,129 ) $ 1,502,510 Amortization expense for the three months ended April 30, 2023 and 2022 was $ 101,896 113,170 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 2024 (Remaining) $ 300,237 2025 400,782 2026 374,216 2027 325,379 Total $ 1,400,614 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Promissory Note – Related Party Upon consummation of the acquisition of T&L and Olive Branch on December 29, 2021, the Company executed a $ 3,000,000 750,000 3.5 2,250,000 2,250,000 19,314 26,119 26,002 36,036 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., President of T&L and various individuals related to Mr. Morello. This lease term is through November 30, 2031 the option to extend the lease for two additional ten-year terms 20,200 23,567 65,608 59,857 Chef Inspirational Foods, LLC – Related Party As noted above in Note 1, on owns a 24 6,540,074 2,943,751 1,449,009 145,842 93,545 |
Loan and Security Agreement
Loan and Security Agreement | 3 Months Ended |
Apr. 30, 2023 | |
Loan And Security Agreement | |
Loan and Security Agreement | Note 6 - Loan and Security Agreement M&T Bank The Company has a working capital line with M&T Bank (the “Credit Agreement”) with total available borrowerings of $ 5.5 June 30, 2024 if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25 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 2.25, 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. 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). All advances under the line of credit are due upon maturity. 750,000 890,000 20,532 16,110 On December 29, 2021, the Company entered into a Multiple Disbursement Term Loan with M&T Bank, which was amended and restated on October 26, 2022, for the original principal amount of $ 7,500,000 60 January 17, 2027 (i) greater than 2.00 but less than or equal to 2.25, 3.87 percentage point(s) above one-day (i.e., overnight) applicable Variable Loan Rate (as defined in the agreement); (ii) greater than 1.50 but less than or equal to 2.25, 3.37 percentage points above Variable Loan Rate; or (iii) 1.50 or less, 2.87 percentage points above applicable Variable Loan Rate. 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 0.00% and the foregoing margins shall be applied to the Variable Loan Rates. 5,818,974 54,552 6,206,905 60,082 119,709 79,358 |
Concentrations
Concentrations | 3 Months Ended |
Apr. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 7 - Concentrations Revenues For the three months ended April 30, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately 28 12 25 10 14 Receivables As of April 30, 2023 and January 31, 2023, two customers represented approximately 44 37 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8 - Stockholders’ Equity Preferred Stock and Series A Preferred Stock The Company is authorized to issue 20,000,000 0.00001 120,000 no 200,000 0.00001 54,600 Series B Preferred The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation. Holders of the Series B Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 Each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. The Company can force conversion at $2.00 per share of Common Stock at any time after six (6) months after issue if the Common Stock has a closing price of $2.00 or higher in any 20 consecutive trading days. After 18 months, the Company can force holders to convert at a 20% discount to the most recent 20-day average closing price per share. During the three months ended April 30, 2023, the Company paid dividends of $ 27,300 Restricted Stock Units During the three months ended April 30, 2023, the Company awarded 39,773 70,000 The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Exercise Price Unvested – February 1, 2023 367,647 $ 1.36 Granted 39,773 $ 1.76 Vested - $ - Forfeited - $ - Outstanding – April 30, 2023 407,420 $ 1.40 During the three months ended April 30, 2023 , the Company recognized stock-based compensation related to restricted stock units of an aggregate of $ 32,529 and there was unrecognized -based compensation of $ 487,043 For the three months ended April 30, 2022 the Company recognized stock-based compensation related to restricted stock units of an aggregate of $ 0 Options The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Exercise Price Outstanding – February 1, 2023 689,000 $ 0.77 Exercisable – February 1, 2023 539,000 $ 0.57 Granted - $ - Exercised (200,000 ) $ 0.39 Outstanding – April 30, 2023 489,000 $ 0.93 Exercisable – April 30, 2023 339,000 $ 0.68 Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.52 1.48 489,000 2.95 $ 0.93 339,000 $ 0.68 At January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 544,760 704,450 During the three months ended January 31, 2023, there were 200,000 0.39 166,920 19,500 For the three months ended April 30, 2023 and 2022, the Company recognized stock-based compensation related to options of an aggregate of $ 22,855 0 97,634 Warrants The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Exercise Price Outstanding – February 1, 2023 13,650 $ 2.25 Exercisable – February 1, 2023 13,650 $ 2.25 Granted - $ - Exercised - $ - Outstanding –April 30, 2023 13,650 $ 2.25 Exercisable – April 30, 2023 13,650 $ 2.25 Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.25 13,650 4.37 $ 2.25 13,650 $ 2.25 At April 30, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies 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, dated January 1, 2009, with Daniel Daugherty. (the “License Agreement”) Under the terms of the License Agreement the licensor shall exclusively 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 the Company to develop Licensor Products that are acceptable to the Company. 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 the 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 payable by the Company is: 6 500,000 4 500,000 2,500,000 2 2,500,000 20,000,000 1 20,000,000 In order to continue exclusivity, the Company shall pay a minimum royalty of $ 125,000 The Company incurred $ 189,484 150,035 |
Leases
Leases | 3 Months Ended |
Apr. 30, 2023 | |
Leases | |
Leases | Note 10 – Leases We account for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. We have operating leases for offices and other facilities used for our operations. We also have finance leases comprised primarily of machinery and equipment. Our leases have remaining lease terms of less than 1 8.5 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases April 30, 2023 April 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 34,716 $ 87,888 Financing cash flows from finance leases 49,879 58,008 Weighted average remaining lease term (in years) Operating leases 7.22 8.25 Finance leases 2.34 2.83 Weighted average discount rate: Operating leases 4.85 % 4.85 % Finance Leases 3.42 % 4.45 % Maturities of lease liabilities for each of the succeeding fiscal years are as follows: Schedule of Future Minimum Payments Required Under Maturities of Lease Liabilities For the Twelve months ended January 31, 2024 $ 614,997 2025 740,687 2026 636,946 2027 480,626 2028 502,983 Thereafter 1,331,256 Total lease payments $ 4,307,495 Less: amounts representing interest (672,052 ) Total lease obligations $ 3,635,443 |
Income Tax Provision
Income Tax Provision | 3 Months Ended |
Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 11 - Income Tax Provision The Company’s effective tax rate for the three months ending April 30, 2023 is 26.25%. Differences with statutory rate primarily relate to state taxes. Deferred tax assets are net operating loss carryforwards and other assets. Deferred taxes are caused primarily by net operating loss carryforwards. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated in 2021 are also carried forward indefinitely but limited to 80% of taxable income. 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. There was no 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. The actual yearly tax rate will vary due to numerous factors, such as level and geographic mix of income and losses, acquisitions, investments, intercompany transactions, our stock price, changes in our deferred tax assets and liabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework and other laws and accounting rules in various jurisdictions |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of April 30, 2023, and the results of its operations and its cash flows for the periods presented. The unaudited condensed consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended January 31, 2023 and 2022 included in our 2023 Form 10-K. Operating results for the three months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the year ending January 31, 2024. |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany activities have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, the fair value of stock-based payments, inventory reserves, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. 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 condensed 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 changes 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. As of April 30, 2023, the Company had approximately $ 4.3 |
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 April 30, 2023 and January 31, 2023, the reserve for uncollectible accounts was approximately $ 233,000 233,000 |
Inventories | Inventories The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as the estimated selling prices less the costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. The reserve for obsolescence at April 30, 2023 and January 31, 2023 was $ 32,433 32,433 Inventories by major category are as follows: Schedule of Inventories April 30, 2023 January 31, 2023 Raw Materials $ 1,296,307 $ 1,883,270 Work in Process 93,139 98,910 Finished goods 1,146,385 1,653,701 Total $ 2,535,831 $ 3,635,881 |
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 Goodwill Goodwill is initially recorded at fair value and not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Our goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the Company may be more likely than not less than the carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The quantitative test is to identify if a potential impairment exists. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Our qualitative assessment for the three months ended April 30, 2023 did not indicate that it was more likely than not that an impairment of the Company was necessary, and as such, no quantitative goodwill test was deemed necessary. 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 April 30, 2023 and January 31, 2023, 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 Customer relationships 4 5 During the three months ended April 30, 2023 and 2022, the Company recognized amortization of $ 101,896 98,054 |
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 three months ended April 30, 2023 and 2022 were $ 71,185 26,535 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) The Company’s sales are generated from the sale of finished products to customers, which contains 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 received by 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 condensed consolidated statements of operations. The Company promotes its products with 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 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 received by the customer. 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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Gross Sales $ 23,599,910 $ 22,348,592 Less: Slotting, Discounts, and Allowances 479,094 518,012 Net Sales $ 23,120,816 $ 21,830,580 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Northeast $ 8,566,093 $ 8,689,282 Southeast 6,695,406 5,507,797 Midwest 4,266,998 2,824,799 West 1,921,568 2,898,856 Southwest 2,149,845 2,427,858 Total gross sales $ 23,599,910 $ 22,348,592 |
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 three months ended April 30, 2023 and 2022 were approximately $ 208,570 187,020 |
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 stock-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. Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-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, general and administrative expenses, or research and development, depending on the nature of the services provided, in the condensed consolidated statements of operations. stock-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 three months ended April 30, 2023 and 2022, stock-based compensation amounted to $ 55,384 0 For the three months ended April 30, 2023 and 2022, there were no |
Earnings Per Share | Earnings Per Share Basic net income per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred Stock is calculated using the if-converted method. 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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Numerator: Net income (loss) attributable to common stockholders $ 1,373,626 103,697 Effect of dilutive securities: 27,300 — Diluted net income (loss) $ 1,398,926 $ 103,697 Denominator: Weighted average common shares outstanding - basic 36,394,033 35,759,244 Dilutive securities (a): Series B Preferred 819,000 - Options 277,915 389,677 Restricted Stock 134,570 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,625,518 36,148,920 Basic net income (loss) per common share $ 0.04 $ 0.00 Diluted net income (loss) per common share $ 0.04 $ 0.00 (a) - Anti-dilutive securities excluded: Warrants 13,650 - |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 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 are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of April 30, 2023 and January 31, 2023, the Company recognized a deferred tax asset of $ 372,361 717,559 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Results of Operations | The following presents the unaudited results of operations for the period February 1, 2023 through April 30, 2023 of CIF. Schedule of Results of Operations For the Period Revenues $ 8,288,552 Net income $ 607,324 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories by major category are as follows: Schedule of Inventories April 30, 2023 January 31, 2023 Raw Materials $ 1,296,307 $ 1,883,270 Work in Process 93,139 98,910 Finished goods 1,146,385 1,653,701 Total $ 2,535,831 $ 3,635,881 |
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 Customer relationships 4 5 |
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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Gross Sales $ 23,599,910 $ 22,348,592 Less: Slotting, Discounts, and Allowances 479,094 518,012 Net Sales $ 23,120,816 $ 21,830,580 |
Schedule of Disaggregates Gross Revenue by Significant Geographic Area | Schedule of Disaggregates Gross Revenue by Significant Geographic Area April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Northeast $ 8,566,093 $ 8,689,282 Southeast 6,695,406 5,507,797 Midwest 4,266,998 2,824,799 West 1,921,568 2,898,856 Southwest 2,149,845 2,427,858 Total gross sales $ 23,599,910 $ 22,348,592 |
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 April 30, 2023 April 30, 2022 For the Three Months Ended April 30, 2023 April 30, 2022 Numerator: Net income (loss) attributable to common stockholders $ 1,373,626 103,697 Effect of dilutive securities: 27,300 — Diluted net income (loss) $ 1,398,926 $ 103,697 Denominator: Weighted average common shares outstanding - basic 36,394,033 35,759,244 Dilutive securities (a): Series B Preferred 819,000 - Options 277,915 389,677 Restricted Stock 134,570 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,625,518 36,148,920 Basic net income (loss) per common share $ 0.04 $ 0.00 Diluted net income (loss) per common share $ 0.04 $ 0.00 (a) - Anti-dilutive securities excluded: Warrants 13,650 - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment on April 30, 2023 and January 31, 2023 are as follows: Schedule of Property and Equipment April 30, 2023 January 31, 2023 Machinery and Equipment $ 5,475,527 $ 5,387,255 Furniture and Fixtures 316,956 284,781 Leasehold Improvements 3,504,629 3,480,061 Property and Equipment, Gross 9,297,112 9,152,097 Less: Accumulated Depreciation 5,977,414 5,729,001 Total $ 3,319,698 $ 3,423,096 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | Intangibles, net consisted of the following at April 30, 2023: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (505,251 ) 1,356,749 3.63 Tradename and trademarks 79,000 (35,135 ) 43,865 1.67 $ 2,028,639 $ (628,025 ) $ 1,400,614 Intangibles, net consisted of the following at January 31, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (409,776 ) 1,452,224 3.41 Tradename and trademarks 79,000 (28,714 ) 50,286 1.91 $ 2,028,639 $ (526,129 ) $ 1,502,510 |
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 2024 (Remaining) $ 300,237 2025 400,782 2026 374,216 2027 325,379 Total $ 1,400,614 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
Schedule of Restricted Stock Option Activity | The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Exercise Price Unvested – February 1, 2023 367,647 $ 1.36 Granted 39,773 $ 1.76 Vested - $ - Forfeited - $ - Outstanding – April 30, 2023 407,420 $ 1.40 |
Summary of Option Activity | The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Exercise Price Outstanding – February 1, 2023 689,000 $ 0.77 Exercisable – February 1, 2023 539,000 $ 0.57 Granted - $ - Exercised (200,000 ) $ 0.39 Outstanding – April 30, 2023 489,000 $ 0.93 Exercisable – April 30, 2023 339,000 $ 0.68 |
Summary of Option Outstanding and Exercisable | Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.52 1.48 489,000 2.95 $ 0.93 339,000 $ 0.68 |
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 – February 1, 2023 13,650 $ 2.25 Exercisable – February 1, 2023 13,650 $ 2.25 Granted - $ - Exercised - $ - Outstanding –April 30, 2023 13,650 $ 2.25 Exercisable – April 30, 2023 13,650 $ 2.25 |
Schedule of Warrants Outstanding and Exercisable | Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.25 13,650 4.37 $ 2.25 13,650 $ 2.25 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 30, 2023 | |
Leases | |
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 April 30, 2023 April 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 34,716 $ 87,888 Financing cash flows from finance leases 49,879 58,008 Weighted average remaining lease term (in years) Operating leases 7.22 8.25 Finance leases 2.34 2.83 Weighted average discount rate: Operating leases 4.85 % 4.85 % Finance Leases 3.42 % 4.45 % |
Schedule of Future Minimum Payments Required Under Maturities of Lease Liabilities | Maturities of lease liabilities for each of the succeeding fiscal years are as follows: Schedule of Future Minimum Payments Required Under Maturities of Lease Liabilities For the Twelve months ended January 31, 2024 $ 614,997 2025 740,687 2026 636,946 2027 480,626 2028 502,983 Thereafter 1,331,256 Total lease payments $ 4,307,495 Less: amounts representing interest (672,052 ) Total lease obligations $ 3,635,443 |
Schedule of Results of Operatio
Schedule of Results of Operations (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Revenues | $ 23,120,816 | $ 21,830,580 |
Net income | 1,400,926 | $ 103,697 |
Chef Inspirational Foods, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenues | 8,288,552 | |
Net income | $ 607,324 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details Narrative) - Chef Inspirational Foods, Inc. [Member] - USD ($) | Jun. 28, 2022 | Apr. 30, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Minority interest rate | 24% | 24% |
Investments | $ 1,200,000 | |
Investments in cash | 500,000 | |
Investments in common stock | $ 700,000 | |
Option to purchase remaining interest rate | 76% | |
Two Year From Acquisition Date [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Investments | $ 3,800,000 | |
Investments in cash | 3,500,000 | |
Investments in common stock | $ 300,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 1,296,307 | $ 1,883,270 |
Work in Process | 93,139 | 98,910 |
Finished goods | 1,146,385 | 1,653,701 |
Total | $ 2,535,831 | $ 3,635,881 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | Apr. 30, 2023 | |
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) | Apr. 30, 2023 |
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 ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Accounting Policies [Abstract] | ||
Gross Sales | $ 23,599,910 | $ 22,348,592 |
Less: Slotting, Discounts, and Allowances | 479,094 | 518,012 |
Net Sales | $ 23,120,816 | $ 21,830,580 |
Schedule of Disaggregates Gross
Schedule of Disaggregates Gross Revenue by Significant Geographic Area (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Statement [Line Items] | ||
Total gross sales | $ 23,599,910 | $ 22,348,592 |
Northeast [Member] | ||
Statement [Line Items] | ||
Total gross sales | 8,566,093 | 8,689,282 |
Southeast [Member] | ||
Statement [Line Items] | ||
Total gross sales | 6,695,406 | 5,507,797 |
Midwest [Member] | ||
Statement [Line Items] | ||
Total gross sales | 4,266,998 | 2,824,799 |
West [Member] | ||
Statement [Line Items] | ||
Total gross sales | 1,921,568 | 2,898,856 |
Southwest [Member] | ||
Statement [Line Items] | ||
Total gross sales | $ 2,149,845 | $ 2,427,858 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to common stockholders | $ 1,373,626 | $ 103,697 |
Effect of dilutive securities: | 27,300 | |
Diluted net income (loss) | $ 1,398,926 | $ 103,697 |
Weighted average common shares outstanding - basic | 36,394,033 | 35,759,244 |
Series B Preferred | 819,000 | |
Options | 277,915 | 389,677 |
Restricted Stock | 134,570 | |
Warrants | ||
Weighted average common shares outstanding and assumed conversion – diluted | 37,625,518 | 36,148,920 |
Basic net income (loss) per common share | $ 0.04 | $ 0 |
Diluted net income (loss) per common share | $ 0.04 | $ 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants | 13,650 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Federal insured limits | 4,300,000 | ||
Accounts receivable reserves | 233,000 | 233,000 | |
Inventory reserve for obsolescence | 32,433 | 32,433 | |
Amortization | 101,896 | $ 113,170 | |
Research and development expense | 71,185 | 26,535 | |
Advertising expense | 208,570 | 187,020 | |
Share based compensation | 55,384 | ||
Restricted stock issued | 0 | 0 | |
Deferred tax assets | 372,361 | $ 717,559 | |
Other Intangible Assets [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 101,896 | $ 98,054 |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $ 5,475,527 | $ 5,387,255 |
Furniture and Fixtures | 316,956 | 284,781 |
Leasehold Improvements | 3,504,629 | 3,480,061 |
Property and Equipment, Gross | 9,297,112 | 9,152,097 |
Less: Accumulated Depreciation | 5,977,414 | 5,729,001 |
Total | $ 3,319,698 | $ 3,423,096 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 248,413 | $ 208,829 |
Schedule of Intangibles Assets
Schedule of Intangibles Assets (Details) - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,028,639 | $ 2,028,639 |
Accumulated Amortization | (628,025) | (526,129) |
Net Carrying Amount | 1,400,614 | 1,502,510 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 87,639 | 87,639 |
Accumulated Amortization | (87,639) | (87,639) |
Net Carrying Amount | ||
Weighted Average Remaining Life | ||
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,862,000 | $ 1,862,000 |
Accumulated Amortization | (505,251) | (409,776) |
Net Carrying Amount | $ 1,356,749 | $ 1,452,224 |
Weighted Average Remaining Life | 3 years 7 months 17 days | 3 years 4 months 28 days |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 79,000 | $ 79,000 |
Accumulated Amortization | (35,135) | (28,714) |
Net Carrying Amount | $ 43,865 | $ 50,286 |
Weighted Average Remaining Life | 1 year 8 months 1 day | 1 year 10 months 28 days |
Schedule of Estimated Aggregate
Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) | Apr. 30, 2023 | Jan. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (Remaining) | $ 300,237 | |
2025 | 400,782 | |
2026 | 374,216 | |
2027 | 325,379 | |
Total | $ 1,400,614 | $ 1,502,510 |
Intangibles, net (Details Narra
Intangibles, net (Details Narrative) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 101,896 | $ 113,170 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2023 | Jun. 28, 2022 | Dec. 29, 2021 | |
Related Party Transaction [Line Items] | |||||
Outstanding balance including accrued interest | $ 750,000 | $ 750,000 | |||
Chef Inspirational Foods, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Commission expense | 145,842 | ||||
Chef Inspirational Foods, Inc. [Member] | Accounts Payable and Accrued Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Commission expense | $ 93,545 | ||||
Chef Inspirational Foods, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Minority interest rate | 24% | 24% | |||
Farmingdale [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lease expiration date | Nov. 30, 2031 | ||||
Option to extend lease term | the option to extend the lease for two additional ten-year terms | ||||
Rent expenses | $ 65,608 | $ 59,857 | |||
Farmingdale [Member] | December 31, 2026 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expenses | 20,200 | ||||
Farmingdale [Member] | End of Initial Lease Term [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expenses | 23,567 | ||||
Related Party [Member] | Chef Inspirational Foods, Inc. [Member] | Accounts Receivable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sales revenue | 2,943,751 | ||||
Account receivable balance | 1,449,009 | ||||
Related Party [Member] | T&L Creative Salads Inc. [Member] | Chef Inspirational Foods, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sales revenue | 6,540,074 | ||||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 3,000,000 | ||||
Annual principal payment | $ 750,000 | ||||
Debt interest rate | 3.50% | ||||
Interest expenses | 19,314 | 26,119 | |||
Accrued interest | 26,002 | $ 36,036 | |||
Promissory Note [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance including accrued interest | $ 2,250,000 | $ 2,250,000 |
Loan and Security Agreement (De
Loan and Security Agreement (Details Narrative) - M and T Bank [Member] - USD ($) | 3 Months Ended | ||||
Dec. 29, 2021 | Dec. 29, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2023 | |
Statement [Line Items] | |||||
Line of credit borrowing capacity | $ 5,500,000 | ||||
Line of credit expiration date | Jun. 30, 2024 | ||||
Debt instrument description | (i) greater than 2.00 but less than or equal to 2.25, 3.87 percentage point(s) above one-day (i.e., overnight) applicable Variable Loan Rate (as defined in the agreement); (ii) greater than 1.50 but less than or equal to 2.25, 3.37 percentage points above Variable Loan Rate; or (iii) 1.50 or less, 2.87 percentage points above applicable Variable Loan Rate. 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 0.00% and the foregoing margins shall be applied to the Variable Loan Rates. | ||||
Line of credit facility 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). All advances under the line of credit are due upon maturity. | ||||
Line of credit | $ 750,000 | $ 890,000 | |||
Line of credit, interest incurred | $ 20,532 | $ 16,110 | |||
Multiple Disbursement Term Loan [Member] | |||||
Statement [Line Items] | |||||
Debt instrument description | if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25 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 2.25, 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. | ||||
Line of credit, interest incurred | $ 119,709 | $ 79,358 | |||
Debt face amount | $ 7,500,000 | $ 7,500,000 | 5,818,974 | 6,206,905 | |
Debt instrument payment terms | 60 | ||||
Debt maturity date | Jan. 17, 2027 | ||||
Debt instrument unamortized discount | $ 54,552 | $ 60,082 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 3 Months Ended | ||
Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2022 | |
Customer One [Member] | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28% | 25% | |
Customer One [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 44% | ||
Customer Two [Member] | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12% | 10% | |
Customer Two [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 37% | ||
Customer Three [Member] | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% |
Schedule of Restricted Stock Op
Schedule of Restricted Stock Option Activity (Details) | 3 Months Ended |
Apr. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Restricted Stock Units Unvested, Balance | shares | 367,647 |
Weighted Average Exercise Price Unvested, Balance | $ / shares | $ 1.36 |
Restricted Stock Units, Granted | shares | 39,773 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.76 |
Restricted Stock Units, Vested | shares | |
Weighted Average Exercise Price, Vested | $ / shares | |
Restricted Stock Units, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Restricted Stock Units Outstanding, Balance | shares | 407,420 |
Weighted Average Exercise Price Outstanding, Balance | $ / shares | $ 1.40 |
Summary of Option Activity (Det
Summary of Option Activity (Details) - $ / shares | 3 Months Ended | |
Apr. 30, 2023 | Jan. 31, 2023 | |
Equity [Abstract] | ||
Options Outstanding, Balance | 689,000 | |
Weighted Average Exercise Price, Outstanding Balance | $ 0.77 | |
Options Outstanding Exercisable, Balance | 539,000 | |
Weighted Average Exercise Price, Exercisable Balance | $ 0.57 | |
Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Options, Exercised | (200,000) | (200,000) |
Weighted Average Exercise Price, Exercised | $ 0.39 | $ 0.39 |
Options Outstanding, Balance | 489,000 | 689,000 |
Weighted Average Exercise Price, Outstanding Balance | $ 0.93 | $ 0.77 |
Options Outstanding Exercisable, Balance | 339,000 | 539,000 |
Weighted Average Exercise Price, Exercisable Balance | $ 0.68 | $ 0.57 |
Summary of Option Outstanding a
Summary of Option Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | |
Apr. 30, 2023 | Jan. 31, 2023 | |
Equity [Abstract] | ||
Range of exercise price lower range limit | $ 0.52 | |
Range of exercise price upper range limit | $ 1.48 | |
Number Outstanding | 489,000 | 689,000 |
Weighted Average Remaining Contractual Life (in years) | 2 years 11 months 12 days | |
Weighted Average Exercise Price | $ 0.93 | $ 0.77 |
Number Exercisable | 339,000 | 539,000 |
Weighted Average Exercisable Exercise Price | $ 0.68 | $ 0.57 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 3 Months Ended |
Apr. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Balance | shares | 13,650 |
Weighted Average Exercise price, Outstanding Balance | $ / shares | $ 2.25 |
Warrants Exercisable, Balance | shares | 13,650 |
Weighted Average Exercise price, Exercisable Balance | $ / shares | $ 2.25 |
Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Warrants Outstanding, Balance | shares | 13,650 |
Weighted Average Exercise price, Outstanding Balance | $ / shares | $ 2.25 |
Warrants Exercisable, Balance | shares | 13,650 |
Weighted Average Exercise price, Exercisable Balance | $ / shares | $ 2.25 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Apr. 30, 2023 | Jan. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise Price | $ 2.25 | |
Number Outstanding | 13,650 | 13,650 |
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 13 days | |
Weighted Average Exercise Price | $ 2.25 | $ 2.25 |
Number Exercisable | 13,650 | 13,650 |
Weighted Average Exercisable Exercise Price | $ 2.25 | $ 2.25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock authorized | 19,680,000 | 19,680,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Share based compensation | $ 55,384 | ||
Total intrinsic value of options outstanding | $ 544,760 | ||
Total intrinsic value of options exercisable | $ 704,450 | ||
Stock options exercised, shares | 200,000 | 200,000 | |
Share based compensation exercise price per share | $ 0.39 | $ 0.39 | |
Number of shares exchange of common stock | 166,920 | ||
Stock options exercised, value | $ 19,500 | $ 19,500 | |
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstandingexercisable intrinsic value | $ 0 | ||
Restricted Stock Units (RSUs) [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation, awards granted | 39,773 | ||
Share based compensation grant date fair value | $ 70,000 | ||
Share based compensation | 32,529 | 0 | |
Unrecognized share based compensation | 487,043 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation | 22,855 | $ 0 | |
Unrecognized share based compensation | 97,634 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | $ 20,000,000 | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock authorized | 120,000 | 120,000 | |
Preferred stock, shares issued | 23,400 | 23,400 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock authorized | 120,000 | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock authorized | 200,000 | 200,000 | |
Preferred stock, shares issued | 54,600 | 54,600 | |
Preferred stock, shares outstanding | 54,600 | 54,600 | |
Dividend percentage | 8% | ||
Conversion of stock, description | Each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. The Company can force conversion at $2.00 per share of Common Stock at any time after six (6) months after issue if the Common Stock has a closing price of $2.00 or higher in any 20 consecutive trading days. After 18 months, the Company can force holders to convert at a 20% discount to the most recent 20-day average closing price per share. | ||
Dividends paid | $ 27,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Royalty expenses | $ 189,484 | $ 150,035 |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Royalty expenses | $ 125,000 | |
Year One [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of royalty rate on net sales | 6% | |
Royalty income nonoperating | $ 500,000 | |
Year Two [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of royalty rate on net sales | 4% | |
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% | |
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% | |
Royalty income nonoperating | $ 20,000,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 34,716 | $ 87,888 |
Financing cash flows from finance leases | $ 49,879 | $ 58,008 |
Operating lease weighted average remaining lease term1 | 7 years 2 months 19 days | 8 years 3 months |
Finance lease weighted average remaining lease term1 | 2 years 4 months 2 days | 2 years 9 months 29 days |
Operating lease weighted average discount rate percent | 4.85% | 4.85% |
Finance lease weighted average discount rate percent | 3.42% | 4.45% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Required Under Maturities of Lease Liabilities (Details) | Apr. 30, 2023 USD ($) |
Leases | |
2024 | $ 614,997 |
2025 | 740,687 |
2026 | 636,946 |
2027 | 480,626 |
2028 | 502,983 |
Thereafter | 1,331,256 |
Total lease payments | 4,307,495 |
Less: amounts representing interest | 672,052 |
Total lease obligations | $ 3,635,443 |
Leases (Details Narrative)
Leases (Details Narrative) | Apr. 30, 2023 |
Minimum [Member] | |
Statement [Line Items] | |
Remaining lease term | 1 year |
Maximum [Member] | |
Statement [Line Items] | |
Remaining lease term | 8 years 6 months |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax description | Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated in 2021 are also carried forward indefinitely but limited to 80% of taxable income. | |
Deferred tax assets valuation allowance, amount | $ 0 | $ 0 |