Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2022 | Dec. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --01-31 | |
Entity File Number | 001-40597 | |
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 $0.00001 | |
Trading Symbol | MMMB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,317,857 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2022 | Jan. 31, 2022 |
Current Assets: | ||
Cash | $ 3,479,287 | $ 850,598 |
Accounts receivable, net | 6,892,699 | 7,627,717 |
Inventories | 3,563,959 | 2,890,793 |
Prepaid expenses | 380,135 | 269,209 |
Total current assets | 14,316,080 | 11,638,317 |
Property and equipment, net | 3,579,437 | 3,678,532 |
Intangibles, net | 1,617,693 | 1,984,979 |
Goodwill | 8,633,334 | 8,633,334 |
Operating lease right of use assets, net | 3,323,390 | 3,596,317 |
Deferred tax asset | 350,895 | 448,501 |
Equity method investment in Chef Inspirational | 1,290,464 | |
Deposits | 52,249 | 52,249 |
Total Assets | 33,163,542 | 30,032,229 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 8,065,749 | 6,479,140 |
Term loan, net of debt discount of $48,726 and $57,771, respectively | 1,502,998 | 1,235,333 |
Operating lease liability | 378,223 | 292,699 |
Finance leases payable | 180,085 | 218,039 |
Promissory note – related party | 839,170 | 759,917 |
Series B Preferred Shares to be issued, net | 185,000 | |
Total current liabilities | 11,151,225 | 8,985,128 |
Line of credit | 990,000 | 765,000 |
Operating lease liability – net of current | 2,992,603 | 3,339,255 |
Finance leases payable – net of current | 295,805 | 376,132 |
Promissory note – related party, net of current | 2,250,000 | 2,250,000 |
Term loan – net of current | 5,043,104 | 6,206,896 |
Total long-term liabilities | 11,571,512 | 12,937,283 |
Total Liabilities | 22,722,737 | 21,922,411 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 36,317,857 and 35,758,792 shares issued and outstanding as of October 31, 2022 and January 31, 2022 | 364 | 359 |
Additional paid in capital | 22,472,793 | 20,587,789 |
Accumulated deficit | (11,882,852) | (12,328,830) |
Less: Treasury stock, 230,000 shares at cost, respectively | (149,500) | (149,500) |
Total Stockholders’ Equity | 10,440,805 | 8,109,818 |
Total Liabilities and Stockholders’ Equity | 33,163,542 | 30,032,229 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2022 | Jan. 31, 2022 |
Net of debt discount, current | $ 48,726 | $ 57,771 |
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 | 36,317,857 | 35,758,792 |
Common stock, shares outstanding | 36,317,857 | 35,758,792 |
Treasury stock, shares | 230,000 | 230,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 120,000 | 120,000 |
Preferred stock, shares issued | 23,400 | 23,400 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 47,200 | 0 |
Preferred stock, shares outstanding | 47,200 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Income Statement [Abstract] | ||||
Sales-net of slotting fees and discounts | $ 25,693,913 | $ 10,852,682 | $ 70,370,967 | $ 33,230,666 |
Costs of sales | 19,129,707 | 8,206,939 | 57,384,953 | 24,006,920 |
Gross profit | 6,564,206 | 2,645,743 | 12,986,014 | 9,223,746 |
Operating expenses: | ||||
Research and development | 24,432 | 33,866 | 92,759 | 87,843 |
General and administrative | 5,041,213 | 2,610,676 | 11,965,016 | 7,697,590 |
Total operating expenses | 5,065,645 | 2,644,542 | 12,057,775 | 7,785,433 |
Income from operations | 1,498,561 | 1,201 | 928,239 | 1,438,313 |
Other income (expenses) | ||||
Interest | (183,844) | (8,731) | (447,159) | (26,710) |
Amortization of debt discount | (3,015) | (9,670) | ||
Other income | 2,596 | 37,704 | ||
Total other income (expenses) | (186,859) | (8,731) | (454,233) | 10,994 |
Net income (loss) before income tax provision and income from equity method investment | 1,311,702 | (7,530) | 474,006 | 1,449,307 |
Income from equity method investment in Chef Inspirational | 71,924 | 90,464 | ||
Income tax benefit (provision) | (285,686) | 2,075 | (106,079) | (391,313) |
Net income (loss) | 1,097,940 | (5,455) | 458,391 | 1,057,994 |
Less: Class B preferred dividends | (12,413) | (12,413) | ||
Net income (loss) available to common stockholders | $ 1,085,527 | $ (5,455) | $ 445,978 | $ 1,057,994 |
Net income (loss) per common share | ||||
– basic | $ 0.03 | $ 0 | $ 0.01 | $ 0.03 |
– diluted | $ 0.03 | $ 0 | $ 0.01 | $ 0.03 |
Weighted average common shares outstanding | ||||
– basic | 36,317,857 | 35,728,821 | 36,020,209 | 35,683,484 |
– diluted | 36,614,635 | 35,728,821 | 36,348,534 | 36,176,949 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 31, 2021 | $ 357 | $ (149,500) | $ 20,535,793 | $ (12,076,904) | $ 8,309,746 | ||
Beginning balance, shares at Jan. 31, 2021 | 35,603,731 | (230,000) | |||||
Stock options issued for services | 1,534 | 1,534 | |||||
Common stock issued for services | 18,933 | 18,933 | |||||
Net income (loss) | 1,057,994 | 1,057,994 | |||||
Stock issued for the exercise of options | $ 2 | 19,078 | 19,080 | ||||
Stock issued for the exercise of options, shares | 148,061 | ||||||
Ending balance, value at Oct. 31, 2021 | $ 359 | $ (149,500) | 20,575,338 | (11,018,910) | 9,407,287 | ||
Ending balance, shares at Oct. 31, 2021 | 35,751,792 | (230,000) | |||||
Beginning balance, value at Jul. 31, 2021 | $ 359 | $ (149,500) | 20,555,657 | (11,013,455) | 9,393,061 | ||
Beginning balance, shares at Jul. 31, 2021 | 35,725,041 | ||||||
Stock options issued for services | 748 | 748 | |||||
Common stock issued for services | 18,933 | 18,933 | |||||
Net income (loss) | (5,455) | (5,455) | |||||
Stock issued for the exercise of options | |||||||
Stock issued for the exercise of options, shares | 26,751 | ||||||
Ending balance, value at Oct. 31, 2021 | $ 359 | $ (149,500) | 20,575,338 | (11,018,910) | 9,407,287 | ||
Ending balance, shares at Oct. 31, 2021 | 35,751,792 | (230,000) | |||||
Beginning balance, value at Jan. 31, 2022 | $ 359 | $ (149,500) | 20,587,789 | (12,328,830) | 8,109,818 | ||
Beginning balance, shares at Jan. 31, 2022 | 35,758,792 | (230,000) | |||||
Stock options issued for services | 28,288 | 28,288 | |||||
Common stock issued for services | 7,671 | 7,671 | |||||
Issuance of Preferred B Shares, net of issuance costs | 1,122,800 | 1,122,800 | |||||
Issuance of Preferred B Shares, net of issuance costs, shares | 47,200 | ||||||
Series B Preferred dividend | (12,413) | (12,413) | |||||
Net income (loss) | 458,391 | 458,391 | |||||
Stock issued for the exercise of options | 26,250 | $ 26,250 | |||||
Stock issued for the exercise of options, shares | 57,093 | 130,000 | |||||
Stock issued for the acquisition of equity investment in Chef Inspirational | $ 5 | 699,995 | $ 700,000 | ||||
Stock issued for the acquisition of equity investment in Chef Inspirational, shares | 501,972 | ||||||
Ending balance, value at Oct. 31, 2022 | $ 364 | $ (149,500) | 22,472,793 | (11,882,852) | 10,440,805 | ||
Ending balance, shares at Oct. 31, 2022 | 47,200 | 36,317,857 | (230,000) | ||||
Beginning balance, value at Jul. 31, 2022 | $ 364 | $ (149,500) | 21,326,367 | (12,968,379) | 8,208,852 | ||
Beginning balance, shares at Jul. 31, 2022 | 36,317,857 | (230,000) | |||||
Stock options issued for services | 15,955 | 15,955 | |||||
Common stock issued for services | 7,671 | 7,671 | |||||
Issuance of Preferred B Shares, net of issuance costs | 1,122,800 | 1,122,800 | |||||
Issuance of Preferred B Shares, net of issuance costs, shares | 47,200 | ||||||
Series B Preferred dividend | (12,413) | (12,413) | |||||
Net income (loss) | 1,097,940 | 1,097,940 | |||||
Ending balance, value at Oct. 31, 2022 | $ 364 | $ (149,500) | $ 22,472,793 | $ (11,882,852) | $ 10,440,805 | ||
Ending balance, shares at Oct. 31, 2022 | 47,200 | 36,317,857 | (230,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 458,391 | $ 1,057,994 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 678,710 | 572,238 |
Amortization of debt discount | 9,670 | |
Amortization of right of use assets | 272,927 | 163,141 |
Amortization of intangibles | 367,286 | |
Share-based compensation | 35,959 | 20,467 |
Change in deferred tax asset | 97,606 | 383,313 |
Income from equity method investment in Chef Inspirational | (90,464) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 735,018 | 12,445 |
Inventories | (673,166) | (419,527) |
Prepaid expenses | (111,551) | (75,184) |
Security deposits | (2,979) | |
Accounts payable and accrued expenses | 1,664,762 | 562,095 |
Operating lease liability | (261,128) | (141,206) |
Net Cash Provided by Operating Activities | 3,184,020 | 2,132,797 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (507,547) | (657,607) |
Cash paid for investment in Chef Inspirational | (500,000) | |
Net Cash (Used in) Investing Activities | (1,007,547) | (657,607) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds in advance of preferred stock offering | 185,000 | |
Proceeds from preferred stock offering | 1,180,000 | |
Payment of stock offering costs | (57,200) | |
Repayment of term loan | (905,172) | |
Borrowings of line of credit, net | 225,000 | |
Repayment of finance lease obligations | (190,349) | (144,910) |
Payment of Preferred B dividends | (11,313) | |
Proceeds from exercise of options | 26,250 | 19,080 |
Net Cash Provided by (Used in) Financing Activities | 452,216 | (125,830) |
Net Increase in Cash | 2,628,689 | 1,349,360 |
Cash - Beginning of Period | 850,598 | 3,190,560 |
Cash - End of Period | 3,479,287 | 4,539,920 |
Cash Paid During the Period for: | ||
Income taxes | 9,170 | 6,830 |
Interest | 369,400 | 28,748 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Finance lease asset additions | 72,068 | 128,050 |
Operating lease asset additions | 347,585 | |
Non-cash consideration paid in common stock for equity investment in Chef Inspirational | 700,000 | |
Preferred B accrued dividends | $ 1,100 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation Nature of Operations MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31. The Company is a 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 and frozen products. The Company’s products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all natural. The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s customers are located throughout the United States, with large concentrations in the Northeast and Southeast. On December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific markets. T&L Creative Salads, Inc. (“T&L”) and Olive Branch, LLC (“OB”), are related premier gourmet food manufacturers based in New York. T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA. Olive Branch started operations six years ago as a separate company to concentrate on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers. On June 28, 2022, the Company acquired a 24 1.2 5 500,000 700,000 76 3.8 3.5 300,000 The following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through October 31, 2022 of CIF. Schedule of Results of Operations For the Period Revenues $ 11,628,434 Net income $ 370,167 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 2 – Business Acquisitions The Company accounts for acquisitions in accordance with FASB ASC 805, “Business Combinations” Intangibles — Goodwill and Other” On December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions – T&L and OB, which are gourmet food manufacturers based in New York. The closing of these transactions was completed on December 29, 2021. The Company acquired T&L and OB for a combined purchase price of $ 14.0 11.0 3.0 750,000 3.5 7.5 On December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original principal amount of $ 7,500,000 60 January 17, 2027 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 All of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB. For the three months ended October 31, 2022, T&L had revenue and net income before taxes of approximately $ 12.6 1.7 1.8 257,100 30.7 1.7 5.0 305,200 The following presents the unaudited pro-forma combined results of operations for the three and nine months ended October 31, 2021 of T&L and OB with the Company as if the entities were combined on February 1, 2021. Schedule of Pro-forma Combined Results of Operation For the Three Months Ended October 31, 2021 For the Nine Months Ended October 31, 2021 Revenues $ 18,737,715 $ 48,228,884 Net income $ 281,716 $ 1,469,571 Net income per share - basic $ 0.01 $ 0.04 Weighted average number of shares outstanding 35,728,821 35,683,484 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2021 or to project potential operating results as of any future date or for any future periods. ASC 805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date the acquirer achieves control. ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquirer (if any) at the acquisition date, measured at their fair values as of that date. ASC 805 also requires the acquirer to recognize contingent consideration (if any) at the acquisition date, measured at its fair value at that date. The following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Asset Acquired and Liabilities Assumed Assets: Cash $ 591,458 Accounts receivable 2,715,515 Inventories 1,221,055 Fixed assets, net 503,907 Intangibles 10,574,334 Total identified assets acquired $ 15,606,269 Liabilities: Accounts payable and accrued expenses $ 1,606,269 Total liabilities assumed 1,606,269 Total net assets acquired $ 14,000,000 The acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. The amounts used in computing the purchase price differ from the amounts in the purchase agreements due to fair value measurement conventions prescribed by accounting standards. The intangible assets acquired include the trademarks and customer relationships. The allocation of purchase price is still deemed to be a preliminary allocation because of potential changes in the valuation of intangibles and the acquired fixed assets. The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. All of the goodwill is deductible for tax purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended January 31, 2022 filed on May 27, 2022. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet at January 31, 2022 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2023. Principles of Consolidation The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, purchase price accounting and the fair value of share-based payments. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At October 31, 2022, the Company had approximately $ 2.8 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 October 31, 2022 and January 31, 2022, the reserve for uncollectible accounts was $ 246,678 2,000 Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at October 31, 2022 and January 31, 2022: Schedule of Inventories October 31, 2022 January 31, 2022 Raw Materials $ 1,840,274 $ 1,854,156 Work in Process 135,206 244,974 Finished goods 1,588,479 791,663 Inventories $ 3,563,959 $ 2,890,793 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 condensed consolidated statements of operations. Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 35,410 66,512 Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill The Company does not amortize goodwill or indefinite-lived intangible assets. The Company tests goodwill for impairment annually as of January 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of an such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of October 31, 2022, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 Customer relationships 4 5 During the three and nine months ended October 31, 2022, the Company recognized amortization of $ 101,360 300,774 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 October 31, 2022 and 2021 were $ 24,432 33,866 92,759 87,843 Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the condensed consolidated statements of operations. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 26,044,732 $ 11,165,524 Less: Slotting, Discounts, Allowances 350,819 312,842 Net Sales $ 25,693,913 $ 10,852,682 October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 72,025,181 $ 34,373,119 Less: Slotting, Discounts, Allowances 1,654,214 1,142,453 Net Sales $ 70,370,967 $ 33,230,666 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Northeast $ 10,326,572 $ 3,542,894 Southeast 7,396,600 4,338,967 Midwest 3,449,245 1,155,233 West 2,452,946 952,910 Southwest 2,419,369 1,175,520 Total revenue $ 26,044,732 $ 11,165,524 The following table disaggregates gross revenue by significant geographic area for the nine months ended October 31, 2022 and 2021: October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Northeast $ 29,453,025 $ 10,270,568 Southeast 19,549,838 13,220,822 Midwest 9,670,751 3,515,194 West 6,931,914 3,818,925 Southwest 6,419,653 3,547,610 Total revenue $ 72,025,181 $ 34,373,119 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 October 31, 2022 and 2021 were $ 99,736 196,495 400,655 441,556 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” “ASC 718” The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the condensed consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. For the three months ended October 31, 2022 and 2021, share-based compensation amounted to $ 23,626 19,681 For the nine months ended October 31, 2022 and 2021, share-based compensation amounted to $ 35,959 20,467 For the nine months ended October 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments October 31, 2022 October 31, 2021 Risk-free interest rate 2.77 % N/A Expected life of grants 6.5 N/A Expected volatility of underlying stock 85.74 % N/A Dividends - % N/A The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Numerator: Net income (loss) attributable to common stockholders $ 1,085,527 (5,455 ) Effect of dilutive securities: — — Diluted net income (loss) $ 1,085,527 $ (5,455 ) Denominator: Weighted average common shares outstanding - basic 36,317,857 35,728,821 Dilutive securities (a): Series B Preferred - - Options 296,778 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,614,635 35,728,821 Basic net income (loss) per common share $ 0.03 $ (0.00 ) Diluted net income (loss) per common share $ 0.03 $ (0.00 ) (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Numerator: Net income attributable to common stockholders $ 445,978 1,057,994 Effect of dilutive securities: — — Diluted net income $ 445,978 $ 1,057,994 Denominator: Weighted average common shares outstanding - basic 36,020,209 35,683,484 Dilutive securities (a): Series B Preferred - - Options 328,324 493,465 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,348,534 36,176,949 Basic net income per common share $ 0.01 $ 0.03 Diluted net income per common share $ 0.01 $ 0.03 (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - Anti-dilutive securities 11,800 - 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 and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of October 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 350,895 448,501 Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. Recent Accounting Pronouncements In May 2021, the FASB issued accounting standards update ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, 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 condensed consolidated financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment on October 31, 2022 and January 31, 2022 are as follows: Schedule of Property and Equipment October 31, 2022 January 31, 2022 Machinery and Equipment $ 5,311,531 $ 4,934,855 Furniture and Fixtures 281,781 233,615 Leasehold Improvements 3,473,116 3,346,610 Property and Equipment, Gross 9,066,428 8,515,080 Less: Accumulated Depreciation 5,486,991 4,836,548 Property and Equipment, Net $ 3,579,437 $ 3,678,532 Depreciation expense charged to income for the three months ended October 31, 2022 and 2021 amounted to $ 277,584 145,506 678,710 572,238 |
Intangibles, net
Intangibles, net | 9 Months Ended |
Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, net | Note 5 – Intangibles, net Intangibles, net consisted of the following at October 31, 2022: Schedule of Intangibles Assets Gross Accumulated Net Carrying Weighted Software $ 87,639 $ (73,815 ) $ 13,824 0.06 Customer relationships 1,862,000 (315,054 ) 1,546,946 4.13 Tradename and trademarks 79,000 (22,077 ) 56,923 2.16 $ 2,028,639 $ (410,946 ) $ 1,617,693 Intangibles, net consisted of the following at January 31, 2022: Gross Carrying Amount Accumulated Net Carrying Weighted Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 Amortization expense for the three and nine months ended October 31, 2022 was $ 137,131 367,286 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 2023 (remaining) $ 115,184 2024 402,133 2025 400,782 2026 374,216 2027 325,378 Total $ 1,617,693 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions WWS, Inc. Alfred D’Agostino, a director of the Company, is an affiliate of WWS, Inc. For the three months ended October 31, 2022 and 2021, the Company recorded $ 12,000 36,000 Promissory Note – Related Party Upon consummation of the acquisition of T&L, the Company executed a $ 3,000,000 750,000 3.5 3,089,170 3,009,917 25,897 79,253 89,170 9,917 Lease – Related Party The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L Acquisition Corp., a 100% owned subsidiary of the Company. This lease term is through November 30, 2031 the option to extend the lease for two additional ten-year terms 20,200 23,567 65,608 196,824 Chef Inspirational Foods, Inc. As noted above in Note 1, the Company acquired a 24 5,388,611 7,339,502 1,258,015 75,465 80,565 53,392 Other Related Party Transactions During the nine months ended October 31, 2022, the members of the board of directors and the CFO exercised 130,000 1.03 57,093 200,000 0.81 148,061 |
Loan and Security Agreement
Loan and Security Agreement | 9 Months Ended |
Oct. 31, 2022 | |
Loan And Security Agreement | |
Loan and Security Agreement | Note 7 - Loan and Security Agreement M&T Bank Effective, January 4, 2019, the Company obtained a $ 3.5 two-year 4.0 June 30, 2022 4.5 June 30, 2023 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 5,000 2,917 3,542 Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. 990,000 765,000 33,760 0 79,732 0 As discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount of $ 7,500,000 60 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. 58,750 3,015 9,045 6,594,828 48,726 7,500,000 57,771 114,408 233,572 |
Concentrations
Concentrations | 9 Months Ended |
Oct. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 8 - Concentrations Revenues During the three months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows: Schedule of Concentration of Revenue For the Three Months October 31, October 31, Customer A 28 % - * % B 13 % 23 % C 8 % 13 % D 7 % - * % E 5 % 29 % Notes: * % - Not a customer during the period A - These amounts are sales from Chef Inspiration Foods, a related party. For the three months ended October 31, 2022, the largest 3 customers represent 28 13 8 49 61 29 23 13 65 During the nine months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows: For the Nine October 31, October 31, Customer A 26 % - * % B 13 % 20 % C 10 % 32 % D 7 % - * % E 6 % 11 % Notes: * % - Not a customer during the period A - These amounts are sales from Chef Inspiration Foods, a related party. For the nine months ended October 31, 2022, the largest 3 customers represent 26 13 10 62 31 22 11 64 As of October 31, 2022, five customers represented approximately 18 13 13 4 6 54 26 17 14 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Oct. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 - Stockholders’ Equity Series B Preferred The Company has designated 200,000 0.00001 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. During the three and nine months ended October 31, 2022, the Company declared dividends of $ 12,413 11,313 On September 13, 2022, the Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 1,180,000 Restricted Stock Units During the nine months ended October 31, 2022, the Company awarded the CEO a grant of 147,059 200,000 147,059 During the three and nine months ended October 31, 2022 , the Company recognized share-based compensation related to restricted stock units of an aggregate of $ 7,671 and unrecognized share-based compensation of $ 192,329 The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Unvested – February 1, 2022 14,000 $ 2.83 Granted 147,059 $ 1.36 Vested - $ - Forfeited (14,000 ) $ 2.83 Outstanding – October 31, 2022 147,059 $ 1.36 For the three and nine months ended October 31, 2021, the Company recognized share-based compensation related to restricted stock units of an aggregate of $ 18,933 Options The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Outstanding – February 1, 2022 669,000 $ 0.66 Exercisable – February 1, 2022 666,500 $ 0.65 Granted 150,000 $ 1.48 Exercised (130,000 ) $ 1.00 Outstanding – October 31, 2022 689,000 $ 0.77 Exercisable – October 31, 2022 539,000 $ 0.57 Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.39 1.48 689,000 2.57 $ 0.77 539,000 $ 0.57 At October 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 257,379 During the nine months ended October 31, 2022, the members of the board of directors and the CFO exercised 130,000 1.00 57,093 During the nine months ended October 31, 2021, seven employees exercised a total of 200,000 0.81 19,080 148,061 For the three months ended October 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of $ 15,955 748 28,288 1,534 144,115 Warrants In conjunction with the Series B Preferred offering, the placement agent received one warrant for every $ 100 16,520 Schedule of Warrants Fair Value Assumption September 13, Risk-free interest rate 3.58 % Expected life of grants 5 Expected volatility of underlying stock 82.52 % Dividends 0 % The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Outstanding – February 1, 2022 - $ - Exercisable – February 1, 2022 - $ - Granted 11,800 $ 2.25 Exercised - $ - Outstanding – October 31, 2022 11,800 $ 2.25 Exercisable – October 31, 2022 11,800 $ 2.25 Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 2.25 11,800 4.87 $ 2.25 11,800 $ 2.25 At October 31, 2022, the total intrinsic value of warrants outstanding and exercisable was $ 0 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 - Commitments and Contingencies Insurance Claim The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires. Insurance recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries are resolved. Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any gains or losses related to property damage are recorded within “Other income (expense)” on the condensed consolidated statements of income. On December 7, 2020, the Company experienced a fire at its plant in a spiral oven. The spiral oven was rebuilt and was fully put back into service in late February 2021. The estimated loss was approximately $ 656,700 152,850 91,312 12,475 47,669 Litigation, Claims and Assessments From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Licensing and Royalty Agreements On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement. The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date. The Royalty Rate shall be: 6 500,000 4 500,000 2,500,000 2 2,500,000 20,000,000 1 20,000,000 In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: Schedule of Royalty Minimum Payment by Preceding Agreement Year Agreement Year Minimum Royalty 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 The Company incurred $ 116,912 99,457 391,887 391,433 Agreements with Placement Agents and Finders Spartan Capital, LLC The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, if the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction. Upon consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322 36,000 AGES Financial Services. Ltd. On July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services. Ltd. (“AGES”) to act as a non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a proposed issuance, or series of issuances, for up to $ 5,000,000 In consideration for its services in the Proposed Offering, AGES shall be entitled a cash fee equal to four percent (4%) of the net dollar amount received by the Company from investors sourced by AGES plus five-year warrants to buy Common Stock of the Company at the rate of 1 warrant for every $100 of such net dollar amount. The Company shall be responsible for payment of all expenses relating to the proposed offering, including but not limited to costs associated with the registration of any Common Stock which may be issued upon conversion of the Series B Convertible Preferred Stock. Series B Preferred Shares to be Issued During October 2022, the Company received net proceeds of $ 185,000 185,000 On November 17, 2022, the Company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400 185,000 Appointment of Chief Executive Officer On June 21, 2022, the Board approved the appointment of Mr. Adam L. Michaels as the Company’s Chief Executive Officer and member of the Board of Directors, effective as of September 6, 2022. As compensation for his services, the Company shall pay Mr. Michaels an annual base salary of $ 325,000 Appointment of Chief Financial Officer On September 12, 2022, the Board approved the appointment of Mr. Anthony J. Gruber as the Company’s Chief Financial Officer, effective as of September 12, 2022. As compensation for his services, the Company shall pay Mr. Gruber an annual base salary of $ 250,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company’s effective tax rate for the three and nine months ending October 31, 2022 is 21.8 22.4 Deferred taxes are caused primarily by net operating loss carryforwards. U.S. Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S. federal income taxation. 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 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events On November 17, 2022, the Company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400 185,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended January 31, 2022 filed on May 27, 2022. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet at January 31, 2022 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2023. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, purchase price accounting and the fair value of share-based payments. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At October 31, 2022, the Company had approximately $ 2.8 |
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 October 31, 2022 and January 31, 2022, the reserve for uncollectible accounts was $ 246,678 2,000 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at October 31, 2022 and January 31, 2022: Schedule of Inventories October 31, 2022 January 31, 2022 Raw Materials $ 1,840,274 $ 1,854,156 Work in Process 135,206 244,974 Finished goods 1,588,479 791,663 Inventories $ 3,563,959 $ 2,890,793 |
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 condensed consolidated statements of operations. |
Intangible Assets | Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 35,410 66,512 Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill The Company does not amortize goodwill or indefinite-lived intangible assets. The Company tests goodwill for impairment annually as of January 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of an such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of October 31, 2022, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 Customer relationships 4 5 During the three and nine months ended October 31, 2022, the Company recognized amortization of $ 101,360 300,774 |
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 October 31, 2022 and 2021 were $ 24,432 33,866 92,759 87,843 |
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 predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the condensed consolidated statements of operations. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 26,044,732 $ 11,165,524 Less: Slotting, Discounts, Allowances 350,819 312,842 Net Sales $ 25,693,913 $ 10,852,682 October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 72,025,181 $ 34,373,119 Less: Slotting, Discounts, Allowances 1,654,214 1,142,453 Net Sales $ 70,370,967 $ 33,230,666 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Northeast $ 10,326,572 $ 3,542,894 Southeast 7,396,600 4,338,967 Midwest 3,449,245 1,155,233 West 2,452,946 952,910 Southwest 2,419,369 1,175,520 Total revenue $ 26,044,732 $ 11,165,524 The following table disaggregates gross revenue by significant geographic area for the nine months ended October 31, 2022 and 2021: October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Northeast $ 29,453,025 $ 10,270,568 Southeast 19,549,838 13,220,822 Midwest 9,670,751 3,515,194 West 6,931,914 3,818,925 Southwest 6,419,653 3,547,610 Total revenue $ 72,025,181 $ 34,373,119 |
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 October 31, 2022 and 2021 were $ 99,736 196,495 400,655 441,556 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” “ASC 718” The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the condensed consolidated statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. For the three months ended October 31, 2022 and 2021, share-based compensation amounted to $ 23,626 19,681 For the nine months ended October 31, 2022 and 2021, share-based compensation amounted to $ 35,959 20,467 For the nine months ended October 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments October 31, 2022 October 31, 2021 Risk-free interest rate 2.77 % N/A Expected life of grants 6.5 N/A Expected volatility of underlying stock 85.74 % N/A Dividends - % N/A The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Numerator: Net income (loss) attributable to common stockholders $ 1,085,527 (5,455 ) Effect of dilutive securities: — — Diluted net income (loss) $ 1,085,527 $ (5,455 ) Denominator: Weighted average common shares outstanding - basic 36,317,857 35,728,821 Dilutive securities (a): Series B Preferred - - Options 296,778 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,614,635 35,728,821 Basic net income (loss) per common share $ 0.03 $ (0.00 ) Diluted net income (loss) per common share $ 0.03 $ (0.00 ) (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Numerator: Net income attributable to common stockholders $ 445,978 1,057,994 Effect of dilutive securities: — — Diluted net income $ 445,978 $ 1,057,994 Denominator: Weighted average common shares outstanding - basic 36,020,209 35,683,484 Dilutive securities (a): Series B Preferred - - Options 328,324 493,465 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,348,534 36,176,949 Basic net income per common share $ 0.01 $ 0.03 Diluted net income per common share $ 0.01 $ 0.03 (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - Anti-dilutive securities 11,800 - |
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 and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of October 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 350,895 448,501 |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the FASB issued accounting standards update ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, 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 condensed consolidated financial statements. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Results of Operations | The following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through October 31, 2022 of CIF. Schedule of Results of Operations For the Period Revenues $ 11,628,434 Net income $ 370,167 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro-forma Combined Results of Operation | The following presents the unaudited pro-forma combined results of operations for the three and nine months ended October 31, 2021 of T&L and OB with the Company as if the entities were combined on February 1, 2021. Schedule of Pro-forma Combined Results of Operation For the Three Months Ended October 31, 2021 For the Nine Months Ended October 31, 2021 Revenues $ 18,737,715 $ 48,228,884 Net income $ 281,716 $ 1,469,571 Net income per share - basic $ 0.01 $ 0.04 Weighted average number of shares outstanding 35,728,821 35,683,484 |
Schedule of Asset Acquired and Liabilities Assumed | The following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Asset Acquired and Liabilities Assumed Assets: Cash $ 591,458 Accounts receivable 2,715,515 Inventories 1,221,055 Fixed assets, net 503,907 Intangibles 10,574,334 Total identified assets acquired $ 15,606,269 Liabilities: Accounts payable and accrued expenses $ 1,606,269 Total liabilities assumed 1,606,269 Total net assets acquired $ 14,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at October 31, 2022 and January 31, 2022: Schedule of Inventories October 31, 2022 January 31, 2022 Raw Materials $ 1,840,274 $ 1,854,156 Work in Process 135,206 244,974 Finished goods 1,588,479 791,663 Inventories $ 3,563,959 $ 2,890,793 |
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 October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 26,044,732 $ 11,165,524 Less: Slotting, Discounts, Allowances 350,819 312,842 Net Sales $ 25,693,913 $ 10,852,682 October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Gross Sales $ 72,025,181 $ 34,373,119 Less: Slotting, Discounts, Allowances 1,654,214 1,142,453 Net Sales $ 70,370,967 $ 33,230,666 |
Schedule of Disaggregates Gross Revenue by Significant Geographic Area | Schedule of Disaggregates Gross Revenue by Significant Geographic Area October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Northeast $ 10,326,572 $ 3,542,894 Southeast 7,396,600 4,338,967 Midwest 3,449,245 1,155,233 West 2,452,946 952,910 Southwest 2,419,369 1,175,520 Total revenue $ 26,044,732 $ 11,165,524 The following table disaggregates gross revenue by significant geographic area for the nine months ended October 31, 2022 and 2021: October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Northeast $ 29,453,025 $ 10,270,568 Southeast 19,549,838 13,220,822 Midwest 9,670,751 3,515,194 West 6,931,914 3,818,925 Southwest 6,419,653 3,547,610 Total revenue $ 72,025,181 $ 34,373,119 |
Schedule of Fair Value of Share-Based Payments | For the nine months ended October 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments October 31, 2022 October 31, 2021 Risk-free interest rate 2.77 % N/A Expected life of grants 6.5 N/A Expected volatility of underlying stock 85.74 % N/A Dividends - % N/A |
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 October 31, 2022 October 31, 2021 For the Three Months Ended October 31, 2022 October 31, 2021 Numerator: Net income (loss) attributable to common stockholders $ 1,085,527 (5,455 ) Effect of dilutive securities: — — Diluted net income (loss) $ 1,085,527 $ (5,455 ) Denominator: Weighted average common shares outstanding - basic 36,317,857 35,728,821 Dilutive securities (a): Series B Preferred - - Options 296,778 - Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,614,635 35,728,821 Basic net income (loss) per common share $ 0.03 $ (0.00 ) Diluted net income (loss) per common share $ 0.03 $ (0.00 ) (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - October 31, 2022 October 31, 2021 For the Nine Months Ended October 31, 2022 October 31, 2021 Numerator: Net income attributable to common stockholders $ 445,978 1,057,994 Effect of dilutive securities: — — Diluted net income $ 445,978 $ 1,057,994 Denominator: Weighted average common shares outstanding - basic 36,020,209 35,683,484 Dilutive securities (a): Series B Preferred - - Options 328,324 493,465 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 36,348,534 36,176,949 Basic net income per common share $ 0.01 $ 0.03 Diluted net income per common share $ 0.01 $ 0.03 (a) - Anti-dilutive securities excluded: Series B Preferred shares 708,000 - Options 30,000 - Warrants 11,800 - Anti-dilutive securities 11,800 - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment on October 31, 2022 and January 31, 2022 are as follows: Schedule of Property and Equipment October 31, 2022 January 31, 2022 Machinery and Equipment $ 5,311,531 $ 4,934,855 Furniture and Fixtures 281,781 233,615 Leasehold Improvements 3,473,116 3,346,610 Property and Equipment, Gross 9,066,428 8,515,080 Less: Accumulated Depreciation 5,486,991 4,836,548 Property and Equipment, Net $ 3,579,437 $ 3,678,532 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | Intangibles, net consisted of the following at October 31, 2022: Schedule of Intangibles Assets Gross Accumulated Net Carrying Weighted Software $ 87,639 $ (73,815 ) $ 13,824 0.06 Customer relationships 1,862,000 (315,054 ) 1,546,946 4.13 Tradename and trademarks 79,000 (22,077 ) 56,923 2.16 $ 2,028,639 $ (410,946 ) $ 1,617,693 Intangibles, net consisted of the following at January 31, 2022: Gross Carrying Amount Accumulated Net Carrying Weighted Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 |
Schedule of Estimated Aggregate Amortization Expense | We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2023 (remaining) $ 115,184 2024 402,133 2025 400,782 2026 374,216 2027 325,378 Total $ 1,617,693 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Revenue | During the three months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows: Schedule of Concentration of Revenue For the Three Months October 31, October 31, Customer A 28 % - * % B 13 % 23 % C 8 % 13 % D 7 % - * % E 5 % 29 % Notes: * % - Not a customer during the period A - These amounts are sales from Chef Inspiration Foods, a related party. For the three months ended October 31, 2022, the largest 3 customers represent 28 13 8 49 61 29 23 13 65 During the nine months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows: For the Nine October 31, October 31, Customer A 26 % - * % B 13 % 20 % C 10 % 32 % D 7 % - * % E 6 % 11 % Notes: * % - Not a customer during the period A - These amounts are sales from Chef Inspiration Foods, a related party. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
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 Unvested – February 1, 2022 14,000 $ 2.83 Granted 147,059 $ 1.36 Vested - $ - Forfeited (14,000 ) $ 2.83 Outstanding – October 31, 2022 147,059 $ 1.36 |
Summary of Option Activity | The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Outstanding – February 1, 2022 669,000 $ 0.66 Exercisable – February 1, 2022 666,500 $ 0.65 Granted 150,000 $ 1.48 Exercised (130,000 ) $ 1.00 Outstanding – October 31, 2022 689,000 $ 0.77 Exercisable – October 31, 2022 539,000 $ 0.57 |
Summary of Option Outstanding and Exercisable | Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 0.39 1.48 689,000 2.57 $ 0.77 539,000 $ 0.57 |
Schedule of Warrants Fair Value Assumption | Schedule of Warrants Fair Value Assumption September 13, Risk-free interest rate 3.58 % Expected life of grants 5 Expected volatility of underlying stock 82.52 % Dividends 0 % |
Schedule of Warrants Activity | The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Outstanding – February 1, 2022 - $ - Exercisable – February 1, 2022 - $ - Granted 11,800 $ 2.25 Exercised - $ - Outstanding – October 31, 2022 11,800 $ 2.25 Exercisable – October 31, 2022 11,800 $ 2.25 |
Schedule of Warrants Outstanding and Exercisable | Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Number Weighted $ 2.25 11,800 4.87 $ 2.25 11,800 $ 2.25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Royalty Minimum Payment by Preceding Agreement Year | In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: Schedule of Royalty Minimum Payment by Preceding Agreement Year Agreement Year Minimum Royalty 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 |
Schedule of Results of Operatio
Schedule of Results of Operations (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Revenues | $ 25,693,913 | $ 10,852,682 | $ 70,370,967 | $ 33,230,666 | |
Net income | $ 1,097,940 | $ (5,455) | $ 458,391 | $ 1,057,994 | |
Chef Inspirational Foods, Inc. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Revenues | $ 11,628,434 | ||||
Net income | $ 370,167 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details Narrative) - Chef Inspirational Foods, Inc. [Member] | Jun. 28, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Minority interest rate | 24% |
Investments | $ 1,200,000 |
Enterprise value | 5,000,000 |
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 Pro-forma Combined
Schedule of Pro-forma Combined Results of Operation (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Oct. 31, 2021 | Oct. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 18,737,715 | $ 48,228,884 |
Net income | $ 281,716 | $ 1,469,571 |
Net income per share - basic | $ 0.01 | $ 0.04 |
Weighted average number of shares outstanding | 35,728,821 | 35,683,484 |
Schedule of Asset Acquired and
Schedule of Asset Acquired and Liabilities Assumed (Details) | Oct. 31, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 591,458 |
Accounts receivable | 2,715,515 |
Inventories | 1,221,055 |
Fixed assets, net | 503,907 |
Intangibles | 10,574,334 |
Total identified assets acquired | 15,606,269 |
Accounts payable and accrued expenses | 1,606,269 |
Total liabilities assumed | 1,606,269 |
Total net assets acquired | $ 14,000,000 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 29, 2021 | Dec. 23, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | |||||||
Revenue | $ 25,693,913 | $ 10,852,682 | $ 70,370,967 | $ 33,230,666 | |||
Net income before taxes | 1,311,702 | $ (7,530) | 474,006 | $ 1,449,307 | |||
M&T Bank [Member] | |||||||
Business Acquisition [Line Items] | |||||||
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. | ||||||
M&T Bank [Member] | Multiple Disbursement Term Loan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Principal amount | $ 7,500,000 | 6,594,828 | $ 6,594,828 | $ 7,500,000 | |||
Debt instrument, term | 60 | ||||||
Debt instrument, maturity date | Jan. 17, 2027 | ||||||
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 | 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 | |||||
T&L and OB [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration purchase price | $ 14,000,000 | ||||||
Cash | 11,000,000 | ||||||
Notes payable | 3,000,000 | ||||||
Annual principal payments | $ 750,000 | ||||||
Interest rate | 3.50% | ||||||
T&L Acquisition Corp [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 12,600,000 | $ 30,700,000 | |||||
Net income before taxes | 1,700,000 | 1,700,000 | |||||
Olive Branch, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 1,800,000 | 5,000,000 | |||||
Net income before taxes | $ 257,100 | $ 305,200 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Oct. 31, 2022 | Jan. 31, 2022 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 1,840,274 | $ 1,854,156 |
Work in Process | 135,206 | 244,974 |
Finished goods | 1,588,479 | 791,663 |
Inventories | $ 3,563,959 | $ 2,890,793 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | 9 Months Ended | |
Oct. 31, 2022 | ||
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | [1] | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 2 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
[1]Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Schedule of Other Intangible As
Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill (Details) | 9 Months Ended |
Oct. 31, 2022 | |
Trademarks and Trade Names [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 3 years |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 4 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 5 years |
Schedule of Expenses of Slottin
Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Gross Sales | $ 26,044,732 | $ 11,165,524 | $ 72,025,181 | $ 34,373,119 |
Less: Slotting, Discounts, Allowances | 350,819 | 312,842 | 1,654,214 | 1,142,453 |
Net Sales | $ 25,693,913 | $ 10,852,682 | $ 70,370,967 | $ 33,230,666 |
Schedule of Disaggregates Gross
Schedule of Disaggregates Gross Revenue by Significant Geographic Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Total revenue | $ 26,044,732 | $ 11,165,524 | $ 72,025,181 | $ 34,373,119 |
Northeast [Member] | ||||
Total revenue | 10,326,572 | 3,542,894 | 29,453,025 | 10,270,568 |
Southeast [Member] | ||||
Total revenue | 7,396,600 | 4,338,967 | 19,549,838 | 13,220,822 |
Midwest [Member] | ||||
Total revenue | 3,449,245 | 1,155,233 | 9,670,751 | 3,515,194 |
West [Member] | ||||
Total revenue | 2,452,946 | 952,910 | 6,931,914 | 3,818,925 |
Southwest [Member] | ||||
Total revenue | $ 2,419,369 | $ 1,175,520 | $ 6,419,653 | $ 3,547,610 |
Schedule of Fair Value of Share
Schedule of Fair Value of Share-Based Payments (Details) | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Risk-free interest rate | 2.77% |
Expected life of grants | 6 years 6 months |
Expected volatility of underlying stock | 85.74% |
Dividends |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income attributable to common stockholders | $ 1,085,527 | $ (5,455) | $ 445,978 | $ 1,057,994 |
Effect of dilutive securities: | ||||
Diluted net income | $ 1,085,527 | $ (5,455) | $ 445,978 | $ 1,057,994 |
Weighted average common shares outstanding - basic | 36,317,857 | 35,728,821 | 36,020,209 | 35,683,484 |
Series B Preferred | ||||
Options | 296,778 | 328,324 | 493,465 | |
Warrants | ||||
Weighted average common shares outstanding and assumed conversion – diluted | 36,614,635 | 35,728,821 | 36,348,534 | 36,176,949 |
Basic net income per common share | $ 0.03 | $ 0 | $ 0.01 | $ 0.03 |
Diluted net income per common share | $ 0.03 | $ 0 | $ 0.01 | $ 0.03 |
Series B Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 708,000 | 708,000 | ||
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 30,000 | 30,000 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 11,800 | 11,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Federal insured limits | 2,800,000 | 2,800,000 | |||
Accounts receivable reserves | 246,678 | 246,678 | 2,000 | ||
Capitalized cost, impairments | 87,639 | ||||
Amortization | 137,131 | 367,286 | |||
Research and development expense | 24,432 | $ 33,866 | 92,759 | 87,843 | |
Advertising expense | 99,736 | 196,495 | 400,655 | 441,556 | |
Share based compensation | 23,626 | $ 19,681 | 35,959 | $ 20,467 | |
Deferred tax assets | 350,895 | 350,895 | $ 448,501 | ||
Other Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | 101,360 | 300,774 | |||
Computer Software, Intangible Asset [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | $ 35,410 | $ 66,512 |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Oct. 31, 2022 | Jan. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $ 5,311,531 | $ 4,934,855 |
Furniture and Fixtures | 281,781 | 233,615 |
Leasehold Improvements | 3,473,116 | 3,346,610 |
Property and Equipment, Gross | 9,066,428 | 8,515,080 |
Less: Accumulated Depreciation | 5,486,991 | 4,836,548 |
Property and Equipment, Net | $ 3,579,437 | $ 3,678,532 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 277,584 | $ 145,506 | $ 678,710 | $ 572,238 |
Schedule of Intangibles Assets
Schedule of Intangibles Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jan. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,028,639 | $ 2,028,639 |
Accumulated Amortization | (410,946) | (43,660) |
Net Carrying Amount | 1,617,693 | 1,984,979 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 87,639 | 87,639 |
Accumulated Amortization | (73,815) | (7,303) |
Net Carrying Amount | $ 13,824 | $ 80,336 |
Weighted Average Remaining Life | 21 days | 2 years 10 months 28 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,862,000 | $ 1,862,000 |
Accumulated Amortization | (315,054) | (33,976) |
Net Carrying Amount | $ 1,546,946 | $ 1,828,024 |
Weighted Average Remaining Life | 4 years 1 month 17 days | 4 years 10 months 13 days |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 79,000 | $ 79,000 |
Accumulated Amortization | (22,077) | (2,381) |
Net Carrying Amount | $ 56,923 | $ 76,619 |
Weighted Average Remaining Life | 2 years 1 month 28 days | 2 years 10 months 28 days |
Schedule of Estimated Aggregate
Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) | Oct. 31, 2022 | Jan. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remaining) | $ 115,184 | |
2024 | 402,133 | |
2025 | 400,782 | |
2026 | 374,216 | |
2027 | 325,378 | |
Total | $ 1,617,693 | $ 1,984,979 |
Intangibles, net (Details Narra
Intangibles, net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 137,131 | $ 367,286 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jun. 28, 2022 | Jan. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Option exercised, shares | 130,000 | |||||
Board of Directors and CFO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Option exercised, shares | 130,000 | |||||
Option exercise price, per share | $ 1.03 | $ 1.03 | ||||
Shares issued in exchange | 57,093 | |||||
Employees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Option exercised, shares | 200,000 | |||||
Option exercise price, per share | $ 0.81 | $ 0.81 | ||||
Shares issued in exchange | 148,061 | |||||
Chef Inspirational Foods, Inc. [Member] | Accounts Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sales revenue | $ 1,258,015 | |||||
Chef Inspirational Foods, Inc. [Member] | Accounts Payable and Accrued Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Commission expense | $ 53,392 | |||||
Chef Inspirational Foods, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Minority interest rate | 24% | |||||
Farmingdal [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 | $ 196,824 | ||||
Farmingdal [Member] | December 31, 2026 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | 20,200 | |||||
Farmingdal [Member] | End of Initial Lease Term [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | 23,567 | |||||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt face amount | 3,000,000 | 3,000,000 | ||||
Annual principal payment | $ 750,000 | $ 750,000 | ||||
Debt interest rate | 3.50% | 3.50% | ||||
Outstanding balance including accrued interest | $ 3,089,170 | $ 3,089,170 | $ 3,009,917 | |||
Interest expenses | 25,897 | 79,253 | ||||
Accrued interest | 89,170 | 89,170 | $ 9,917 | |||
WWS, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Commission expense | 12,000 | $ 12,000 | 36,000 | $ 36,000 | ||
T&L Creative Salads Inc. [Member] | Chef Inspirational Foods, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sales revenue | 5,388,611 | 7,339,502 | ||||
Olive Branch, LLC [Member] | Chef Inspirational Foods, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Commission expense | $ 75,465 | $ 80,565 |
Loan and Security Agreement (De
Loan and Security Agreement (Details Narrative) - M&T Bank [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 26, 2022 | Dec. 29, 2021 | Jun. 11, 2021 | Jan. 29, 2020 | Jan. 04, 2019 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Line of credit | $ 3,500,000 | $ 990,000 | $ 990,000 | $ 765,000 | ||||||
Debt instrument term | 2 years | |||||||||
Line of credit borrowing capacity | $ 5,500,000 | $ 4,500,000 | $ 4,000,000 | |||||||
Debt instrument, maturity date | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |||||||
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. | |||||||||
Payments of financing costs | $ 5,000 | |||||||||
Unamortized fees | 2,917 | $ 2,917 | 3,542 | |||||||
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, interest incurred | 33,760 | $ 0 | $ 79,732 | $ 0 | ||||||
Multiple Disbursement Term Loan [Member] | ||||||||||
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 | 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 | 114,408 | $ 233,572 | ||||||||
Debt face amount | $ 7,500,000 | 6,594,828 | 6,594,828 | 7,500,000 | ||||||
Debt instrument payment terms | 60 | |||||||||
Debt maturity date | Jan. 17, 2027 | |||||||||
Debt instrument unamortized discount | $ 58,750 | 48,726 | 48,726 | $ 57,771 | ||||||
Accretion of debt discount | $ 3,015 | $ 9,045 |
Schedule of Concentration of Re
Schedule of Concentration of Revenue (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |||||
Customer A [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration of risk percentage | 28% | [1] | 26% | [2] | ||||
Customer B [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration of risk percentage | 13% | 23% | 13% | 20% | ||||
Customer C [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration of risk percentage | 8% | 13% | 10% | 32% | ||||
Customer D [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration of risk percentage | 7% | [1] | [1] | 7% | [2] | [2] | ||
Customer E [Member] | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration of risk percentage | 5% | [1] | 29% | 6% | [2] | 11% | [2] | |
[1]% - Not a customer during the period[2]% - Not a customer during the period |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Customer One [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 28% | 29% | 26% | 31% |
Customer One [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 18% | 26% | ||
Customer Two [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | 23% | 13% | 22% |
Customer Two [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | 17% | ||
Customer Three [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 8% | 13% | 10% | 11% |
Customer Three [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | 14% | ||
Three Customers [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 49% | 65% | 64% | |
Five Customers [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 61% | 62% | ||
Five Customers [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 54% | |||
Customer Four [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 4% | |||
Customer Five [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 6% |
Schedule of Restricted Stock Op
Schedule of Restricted Stock Option Activity (Details) | 9 Months Ended |
Oct. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Unvested restricted stock units, Outstanding, Beginning balance | shares | 14,000 |
Weighted average exercise price, Beginning balance | $ / shares | $ 2.83 |
Unvested restricted stock units, Granted | shares | 147,059 |
Weighted average exercise price, Granted | $ / shares | $ 1.36 |
Unvested restricted stock units, Vested | shares | |
Weighted average exercise price, vested | $ / shares | |
Unvested restricted stock units, forfeited | shares | (14,000) |
Weighted average exercise price, forfeited | $ / shares | $ 2.83 |
Unvested restricted stock units, Ending balance | shares | 147,059 |
Weighted average exercise price, Ending balance | $ / shares | $ 1.36 |
Summary of Option Activity (Det
Summary of Option Activity (Details) | 9 Months Ended |
Oct. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Options, outstanding, Beginning balance | shares | 669,000 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.66 |
Options, outstanding, Beginning balance | shares | 666,500 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.65 |
Options, Granted | shares | 150,000 |
Weighted average exercise price, Granted | $ / shares | $ 1.48 |
Options, Exercised | shares | (130,000) |
Weighted average exercise price, Exercised | $ / shares | $ 1 |
Options, exercisable, Ending balance | shares | 689,000 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.77 |
Options, exercisable, Ending balance | shares | 539,000 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.57 |
Summary of Option Outstanding a
Summary of Option Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | |
Oct. 31, 2022 | Jan. 31, 2022 | |
Equity [Abstract] | ||
Range of exercise price lower range limit | $ 0.39 | |
Range of exercise price upper range limit | $ 1.48 | |
Number Outstanding | 689,000 | 669,000 |
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months 25 days | |
Weighted Average Exercise Price | $ 0.77 | $ 0.66 |
Number Exercisable | 539,000 | 666,500 |
Weighted Average Exercisable Exercise Price | $ 0.57 | $ 0.65 |
Schedule of Warrants Fair Value
Schedule of Warrants Fair Value Assumption (Details) - Warrant [Member] | Oct. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Measurement input | 3.58 |
Measurement Input, Expected Term [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Expected life of grants | 5 years |
Measurement Input, Price Volatility [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Measurement input | 82.52 |
Measurement Input, Expected Dividend Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Measurement input | 0 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Oct. 31, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Beginning balance | shares | |
Weighted Average Exercise price, Outstanding, Beginning balance | $ / shares | |
Warrants Exercisable, Beginning balance | shares | |
Weighted Average Exercise price, Exercisable, Beginning balance | $ / shares | |
Warrants, Granted | shares | 11,800 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.25 |
Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Warrants outstanding, Ending balance | shares | 11,800 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 2.25 |
Warrants exercisable, Ending balance | shares | 11,800 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 2.25 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member] - $ / shares | 9 Months Ended | |
Oct. 31, 2022 | Jan. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise Price | $ 2.25 | |
Number Outstanding | 11,800 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 10 months 13 days | |
Weighted Average Exercise Price | $ 2.25 | |
Number Exercisable | 11,800 | |
Weighted Average Exercisable Exercise Price | $ 2.25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 13, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock authorized | 19,680,000 | 19,680,000 | 19,680,000 | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Preferred stock dividends paid | $ 11,313 | |||||
Aggregate proceeds of common shares | $ 1,180,000 | |||||
Share based compensation, unvested shares | 147,059 | 147,059 | 14,000 | |||
Share based compensation | $ 23,626 | $ 19,681 | $ 35,959 | $ 20,467 | ||
Stock options exercised, shares | 130,000 | |||||
Share based compensation exercise price per share | $ 1 | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share based compensation grant date fair value | $ 16,520 | |||||
Warrants outstandingexercisable intrinsic value | $ 0 | $ 0 | ||||
Chief Financial Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares exchange of common stock | 57,093 | |||||
Stock options exercised, shares | 130,000 | |||||
Share based compensation exercise price per share | $ 1 | |||||
Employees [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares exchange of common stock | 148,061 | |||||
Aggregate proceeds of common shares | $ 19,080 | |||||
Stock options exercised, shares | 200,000 | |||||
Share based compensation exercise price per share | $ 0.81 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share based compensation, awards granted | 147,059 | 147,059 | ||||
Share based compensation grant date fair value | $ 200,000 | |||||
Share based compensation, unvested shares | 147,059 | 147,059 | ||||
Share based compensation | $ 7,671 | 18,933 | $ 7,671 | $ 18,933 | ||
Unrecognized share based compensation | 192,329 | 192,329 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share based compensation | 15,955 | $ 748 | 28,288 | $ 1,534 | ||
Unrecognized share based compensation | 144,115 | 144,115 | ||||
Share based compensation intrinsic value | $ 257,379 | $ 257,379 | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock authorized | 200,000 | 200,000 | 200,000 | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
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. During the three and nine months ended October 31, 2022, the Company declared dividends of $12,413, of which the Company paid $11,313. | |||||
Preferred stock dividends paid | $ 12,413 | $ 12,413 | ||||
Preferred stock dividends paid | $ 11,313 | 11,313 | ||||
Number of shares exchange of common stock | 47,200 | |||||
Aggregate proceeds of common shares | $ 1,180,000 | |||||
Series B Preferred Stock [Member] | Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share based compensation grant date fair value | $ 100 |
Schedule of Royalty Minimum Pay
Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | $ 116,912 | $ 99,457 | $ 391,887 | $ 391,433 |
Agreement Year 1st and 2nd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | ||||
Agreement Year 3rd and 4th [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | 50,000 | |||
Agreement Year 5th, 6th and 7th [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | 75,000 | |||
Agreement Year 8th and 9th [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | 100,000 | |||
Agreement Year 10th and Thereafter [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expenses | $ 125,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Nov. 17, 2022 | Oct. 01, 2022 | Sep. 13, 2022 | Sep. 12, 2022 | Jul. 06, 2022 | Jun. 21, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||||||||
Loss Contingency | $ 656,700 | |||||||||||
Cost of goods and services sold | $ 19,129,707 | $ 8,206,939 | 57,384,953 | $ 24,006,920 | ||||||||
Proceeds for property damage claim | 91,312 | |||||||||||
Offset by repairs and maintentance expenses | 12,475 | |||||||||||
Cost of oven and roof | 47,669 | |||||||||||
Royalty expense | 116,912 | $ 99,457 | 391,887 | 391,433 | ||||||||
Liability for series B preferred shares to be issued, net | 185,000 | 185,000 | ||||||||||
Proceeds from issuance of preferred stock | 1,180,000 | |||||||||||
Accredited Investors [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Proceeds from issuance initial public offering | 185,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Compensation expense | $ 325,000 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Compensation expense | $ 250,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Proceeds from issuance of preferred stock | $ 1,180,000 | |||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Shares sold | 7,400 | |||||||||||
Proceeds from issuance of preferred stock | $ 185,000 | |||||||||||
AGES Financial Services Ltd [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Service warrant description | In consideration for its services in the Proposed Offering, AGES shall be entitled a cash fee equal to four percent (4%) of the net dollar amount received by the Company from investors sourced by AGES plus five-year warrants to buy Common Stock of the Company at the rate of 1 warrant for every $100 of such net dollar amount. The Company shall be responsible for payment of all expenses relating to the proposed offering, including but not limited to costs associated with the registration of any Common Stock which may be issued upon conversion of the Series B Convertible Preferred Stock. | |||||||||||
Spartan Capital Securities LLC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Agreement term description | the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction. Upon consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $401,322 pursuant to the advisory agreement. Based on this agreement with Spartan, during the nine months ended October 31, 2022, the Company paid Spartan $36,000 upon the consummation of CIF purchase. | |||||||||||
Amount owed to related party | $ 36,000 | $ 36,000 | ||||||||||
Maximum [Member] | AGES Financial Services Ltd [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Proceeds from issuance of convertible preferred stock | $ 5,000,000 | |||||||||||
Maximum [Member] | Spartan Capital Securities LLC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Acquisition costs | $ 401,322 | |||||||||||
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 | |||||||||||
Insurance Claims [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Cost of goods and services sold | $ 152,850 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Oct. 31, 2022 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 21.80% | 22.40% | |
Income tax examination 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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | |||
Nov. 17, 2022 | Sep. 13, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of preferred stock | $ 1,180,000 | |||
Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance of preferred stock | $ 1,180,000 | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares sold | 7,400 | |||
Proceeds from issuance of preferred stock | $ 185,000 |