Commitments and contingencies | Note 14 - Commitments and contingencies Lease commitment The Company has adopted ASC842 since its inception date, April 11, 2018. The Company has entered into a lease agreement for office and warehouse space with a lease period from December 1, 2018 until December 31, 2020. On August 24, 2020, the Company negotiated for new terms to extend the lease. As a result, the lease term was amended and extended through December 31, 2023. On September 1, 2020, in addition to the primary fulfillment center, the Company leased a second fulfillment center in City of Industry, California. The base rental fee is $27,921 to $29,910 per month through October 31, 2023. Total commitment for the full term of these leases is $ 2,346,200 1,648,133 1,819,421 1,725,962 1,901,496 Three Months Ended September 30, 2021 and 2020: Schedule of lease cost and other information Lease cost 9/30/2021 9/30/2020 Operating lease cost (included in selling and fulfillment expenses in the Company's statement of operations) $ 205,517 $ 156,536 Other information Cash paid for amounts included in the measurement of lease liabilities $ 209,763 $ 162,607 Remaining term in years 2.25 3.2 Average discount rate - operating leases 8 8 The supplemental balance sheet information related to leases for the period is as follows: Operating leases 9/30/2021 6/30/2021 Right of use asset - non-current $ 1,648,133 $ 1,819,421 Lease Liability - current 749,132 731,944 Lease Liability - non-current 976,830 1,169,552 Total operating lease liabilities $ 1,725,962 $ 1,901,496 Maturities of the Company’s lease liabilities are as follows: Schedule of maturities of lease liabilities Operating Lease For years ending June 30: 2022 638,081 2023 859,881 2024 371,640 Less: Imputed interest/present value discount (143,640 ) Present value of lease liabilities $ 1,725,962 On July 28, 2021, the Company entered into a Lease agreement (the “Lease Agreement”) with 9th & Vineyard, LLC, a Delaware limited liability company (the “Landlord”), to lease from the Landlord approximately 99,347 square feet of space located at 8798 9th Street, Rancho Cucamonga, California (the “Premises”). The Company expects to use the Premises for the storage and distribution of hydroponic equipment, lighting and garden accessories, home products, pet products, other consumer products and other ancillary uses. The term of the Lease Agreement is for 62 months, commencing on the date on which the Landlord completes certain proscribed improvements on the property (the “Rent Commencement Date”). The Lease Agreement does not provide for an option to renew. Under the terms of the Lease Agreement, the Company paid an initial security deposit of $228,498 Schedule of rent commencement Months Price Per Square Foot of the Premises Per Month Monthly Base Rent 1-12 $1.15 per square foot per month $ 114,249 13-24 $1.19 per square foot per month $ 118,222 25-36 $1.23 per square foot per month $ 122,196 37-48 $1.27 per square foot per month $ 126,170 49-60 $1.31 per square foot per month $ 130,144 61-62 $1.36 per square foot per month $ 135,111 In addition, the Company will be responsible for its pro rata share of certain costs, including utility costs, insurance and common area costs, as further detailed in the Lease Agreement. Following the Rent Commencement Date, the first two months of the Base Rent will be abated. Contingencies Except as disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, other than the proceeding detailed below, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company. Pursuant to an engagement agreement, dated and effective August 31, 2020 (the “Engagement Agreement”), with Boustead Securities LLC (“Boustead”), the Company engaged Boustead to act as its exclusive placement agent for private placements of its securities and as a potential underwriter for its initial public offering. On February 28, 2021, the Company informed Boustead that it was terminating the Engagement Agreement and any continuing obligations the Company may have had under its terms. On April 15, 2021, the Company provided formal written notice to Boustead of its termination of the Engagement Agreement and all obligations thereunder, effective immediately. On April 30, 2021, Boustead filed a statement of claim with the Financial Institute Regulatory Authority, or FINRA, demanding to arbitrate the dispute, and is seeking, among other things, monetary damages against the Company and D.A. Davidson & Co. (who acted as underwriter in the Company’s IPO). The FINRA arbitration has been scheduled for June 20, 2022. The Company has agreed to indemnify D.A. Davidson & Co. and the other underwriters against any liability or expense they may incur or be subject to arising out of the Boustead dispute. Additionally, Chenlong Tan, the Company’s Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of the Company’s Common Stock, has agreed to reimburse the Company for any judgments, fines and amounts paid or actually incurred by the Company or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by the Company or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr. Tan. In an effort to contain or slow the COVID-19 outbreak, authorities across the world have implemented various measures, some of which have been subsequently rescinded or modified, including travel bans, stay-at-home orders and shutdowns of certain businesses. The Company anticipates that these actions and the global health crisis caused by the COVID-19 outbreak, including any resurgences, will continue to negatively impact global economic activity. While the COVID-19 outbreak has not had a material adverse impact on the Company’s operations to date, it is difficult to predict all of the positive or negative impacts the COVID-19 outbreak will have on the Company’s business. |