Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Apr. 26, 2023 | Jul. 29, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jan. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,822,546 | ||
Entity Common Stock, Shares Outstanding | 36,317,857 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman, P.A. | ||
Auditor Location | Somerset, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Current Assets: | ||
Cash | $ 4,378,383 | $ 850,598 |
Accounts receivable, net | 6,832,046 | 7,627,717 |
Inventories, net | 3,635,881 | 2,890,793 |
Prepaid expenses and other current assets | 828,391 | 269,209 |
Total current assets | 15,674,701 | 11,638,317 |
Property and equipment, net | 3,423,096 | 3,678,532 |
Intangibles, net | 1,502,510 | 1,984,979 |
Goodwill | 8,633,334 | 8,633,334 |
Operating lease right of use assets, net | 3,236,690 | 3,596,317 |
Deferred tax asset | 717,559 | 448,501 |
Equity method investment | 1,343,486 | |
Deposits | 53,819 | 52,249 |
Total Assets | 34,585,195 | 30,032,229 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 9,063,256 | 6,479,140 |
Term loan, net of debt discount of $60,082 and $57,771, respectively | 1,491,642 | 1,235,333 |
Operating lease liability | 391,802 | 292,699 |
Finance leases payable | 182,391 | 218,039 |
Total current liabilities | 11,879,091 | 8,985,128 |
Line of credit | 890,000 | 765,000 |
Operating lease liability – net of current | 2,897,205 | 3,339,255 |
Finance leases payable – net of current | 248,640 | 376,132 |
Term loan – net of current | 4,655,181 | 6,206,896 |
Total long-term liabilities | 10,191,026 | 12,937,283 |
Total Liabilities | 22,070,117 | 21,922,411 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 36,317,857 and 35,758,792 shares issued and outstanding as of January 31, 2023 and January 31, 2022 | 364 | 359 |
Additional paid in capital | 22,724,440 | 20,587,789 |
Accumulated deficit | (10,060,226) | (12,328,830) |
Less: Treasury stock, 230,000 shares at cost | (149,500) | (149,500) |
Total Stockholders’ Equity | 12,515,078 | 8,109,818 |
Total Liabilities and Stockholders’ Equity | 34,585,195 | 30,032,229 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | ||
Related Party [Member] | ||
Current Liabilities: | ||
Promissory note – related party | 750,000 | 759,917 |
Promissory note – related party, net of current | $ 1,500,000 | $ 2,250,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Net of debt discount, current | $ 60,082 | $ 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 | 54,600 | 54,600 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Statement [Abstract] | ||
Sales-net of slotting fees and discounts | $ 93,187,621 | $ 47,083,740 |
Costs of sales | 73,769,359 | 35,229,867 |
Gross profit | 19,418,262 | 11,853,873 |
Operating expenses: | ||
Research and development | 135,141 | 120,692 |
General and administrative | 16,461,467 | 11,650,414 |
Total operating expenses | 16,596,608 | 11,771,106 |
Income from operations | 2,821,654 | 82,767 |
Other income (expenses) | ||
Interest | (633,889) | (73,487) |
Amortization of debt discount | (22,121) | (2,438) |
Other income | 2,648 | 37,704 |
Total other income (expenses) | (653,362) | (38,221) |
Net income before income tax provision and income from equity method investment | 2,168,292 | 44,546 |
Income from equity method investment | 143,486 | |
Income tax provision | (9,104) | (296,472) |
Net income (loss) | 2,302,674 | (251,926) |
Less: series B preferred dividends | (34,070) | |
Net income (loss) available to common stockholders | $ 2,268,604 | $ (251,926) |
Net income (loss) per common share | ||
– basic | $ 0.06 | $ (0.01) |
– diluted | $ 0.06 | $ (0.01) |
Weighted average common shares outstanding | ||
– basic | 36,093,858 | 35,702,197 |
– diluted | 37,313,178 | 35,702,197 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Total |
Balance 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) | ||||||
Net income (loss) | (251,926) | (251,926) | ||||||
Stock options issued for services | 1,863 | 1,863 | ||||||
Common stock issued for services | 31,055 | 31,055 | ||||||
Common stock issued for services, shares | 7,000 | |||||||
Common stock issued for exercise of options | $ 2 | 19,078 | 19,080 | |||||
Common stock issued for exercise of options, shares | 148,061 | |||||||
Balance at Jan. 31, 2022 | $ 359 | $ (149,500) | 20,587,789 | (12,328,830) | 8,109,818 | |||
Ending balance, shares at Jan. 31, 2022 | 35,758,792 | (230,000) | ||||||
Stock based compensation | 110,006 | 110,006 | ||||||
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 | $ 5 | 699,996 | $ 700,000 | |||||
Stock issued acquisition equity investment, shares | 501,972 | |||||||
Issuance of Preferred B Shares, net of issuance costs | 1,300,399 | $ 20,000,000 | 1,300,400 | |||||
Issuance of Preferred B Shares, net of issuance costs, shares | 54,600 | |||||||
Series B Preferred dividend | (34,070) | (34,070) | ||||||
Net income (loss) | 2,302,674 | 2,302,674 | ||||||
Balance at Jan. 31, 2023 | $ 364 | $ (149,500) | $ 22,724,440 | $ (10,060,226) | $ 12,515,078 | |||
Ending balance, shares at Jan. 31, 2023 | 54,600 | 36,317,857 | (230,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,302,674 | $ (251,926) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 920,718 | 779,442 |
Provision for doubtful accounts | 233,000 | |
Amortization of debt discount | 22,121 | 2,437 |
Amortization of right of use assets | 359,627 | 190,798 |
Amortization of intangibles | 482,469 | 43,660 |
Share-based compensation | 110,006 | 32,918 |
Change in deferred tax asset | (269,058) | 296,472 |
Income from equity method investment | (143,486) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 562,671 | (938,409) |
Inventories | (745,088) | (474,527) |
Prepaid expenses | (174,460) | 254,220 |
Security deposits | (1,570) | (32,072) |
Accounts payable and accrued expenses | 2,192,359 | 1,175,677 |
Operating lease liability | (342,947) | (168,849) |
Net Cash Provided by Operating Activities | 5,509,036 | 909,841 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (593,214) | (862,415) |
Cash paid for equity method investment | (500,000) | |
Acquisition of companies – net of cash acquired | (10,408,542) | |
Net Cash (Used in) Investing Activities | (1,093,214) | (11,270,957) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from series b preferred stock offering | 1,365,000 | |
Payment of stock offering costs | (64,600) | |
Borrowings from term loan | 7,500,000 | |
Cash paid for financing fees | (27,314) | (63,750) |
Repayment of term loan | (1,293,095) | |
Borrowings of line of credit, net | 125,000 | 765,000 |
Repayment of term loan - related party | (750,000) | |
Repayment of finance lease obligations | (235,208) | (199,176) |
Payment of Series B Preferred dividends | (34,070) | |
Proceeds from exercise of options | 26,250 | 19,080 |
Net Cash (Used in) Provided by Financing Activities | (888,037) | 8,021,154 |
Net Increase (Decrease) in Cash | 3,527,785 | (2,339,962) |
Cash - Beginning of Period | 850,598 | 3,190,560 |
Cash - End of Period | 4,378,383 | 850,598 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | 31,647 | |
Interest | 633,827 | 52,221 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Finance lease asset additions | 72,068 | 128,050 |
Operating lease asset additions | 2,457,502 | |
Related party loan to finance acquisition | 3,000,000 | |
Non-cash consideration paid in common stock for equity method investment | 700,000 | |
Non-cash deposits on prepaid additions | $ 384,722 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation Nature of Operations MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31. MamaMancini’s Inc. (“Mamas”) is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, sausage & peppers, chicken parmesan and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated products. Mamas products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all natural. The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. On December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific markets. T&L Creative Salads, Inc. (“T&L”) and Olive Branch, LLC (“OB” or “Olive Branch”), are related premier gourmet food manufacturers based in New York. T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA. Olive Branch started operations six years ago as a separate company to concentrate on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers. On June 28, 2022, the Company acquired a 24 1.2 500,000 700,000 76 3.8 3.5 300,000 The following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through January 31, 2023 of CIF. Schedule of Results of Operations For the Period June 28, 2022 through January 31, 2023 Revenues $ 18,238,335 Net income $ 597,858 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries as of the reporting period ending dates and for the reporting periods. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, purchase price accounting, the fair value of share-based payments, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2023, the Company had approximately $ 3.5 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of January 31, 2023 and January 31, 2022, the reserve for uncollectible accounts was approximately $ 233,000 2,000 Inventories The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. Inventories by major category are as follows: Schedule of Inventories January 31, 2023 January 31, 2022 Raw Materials $ 1,883,270 $ 1,854,156 Work in Process 98,910 244,974 Finished goods 1,653,701 791,663 Total $ 3,635,881 $ 2,890,793 The reserve for obsolescence at January 31, 2023 and January 31, 2022 was $ 32,433 64,034 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 5 Leasehold improvements - (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 80,336 7,303 Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill Goodwill is the excess of the consideration paid for a business over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. Instead, these assets are reviewed annually (or more frequently under various conditions) for impairment. The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, the Company may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist. When performing its quantitative annual, or interim, goodwill impairment test the Company is comparing the fair value of its reporting units with their carrying amounts. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable. The fair value of the reporting units is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. Calculating the fair value requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of January 31, 2023, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 Customer relationships 4 5 During the year ended January 31, 2023 and 2022, the Company recognized amortization of $ 402,133 36,357 Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Research and Development Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2023 and 2022 were $ 135,141 120,692 Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) The Company’s sales are generated from the sale of finished products to customers, 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 received by the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statements of operations. The Company promotes its products with consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are received by the customer. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Gross Sales $ 95,420,129 $ 48,798,656 Less: Slotting, Discounts, and Allowances 2,232,508 1,714,916 Net Sales $ 93,187,621 $ 47,083,740 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Northeast $ 40,382,360 $ 16,119,490 Southeast 27,014,357 17,546,606 Midwest 14,928,517 4,917,263 West 6,274,633 5,358,105 Southwest 6,820,262 4,857,192 Total revenue $ 95,420,129 $ 48,798,656 Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight-in, packaging, and print production costs. Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2023 and 2022 were approximately $ 693,000 735,000 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 general and administrative expenses, depending on the nature of the services provided, in the 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 year ended January 31, 2023 and 2022, share-based compensation amounted to $ 110,006 32,918 For the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2023 January 31, 2022 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 0 % N/A The expected option term is computed using the “simplified method” for “plain vanilla” options 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 Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income or loss computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred stock is calculated using the treasury or if-converted method. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Numerator: Net income (loss) attributable to common stockholders $ 2,268,604 (251,926 ) Effect of dilutive securities: (34,070 ) — Diluted net income (loss) $ 2,234,534 $ (251,926 ) Denominator: Weighted average common shares outstanding - basic 36,093,858 35,702,197 Dilutive securities (a): Series B Preferred 819,000- - Options 355,432 - Restricted Stock 44,888 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,313,178 35,702,197 Basic net income (loss) per common share $ 0.06 $ (0.01 ) Diluted net income (loss) per common share $ 0.06 $ (0.01 ) (a) - Anti-dilutive securities excluded: Options 150,000 669,000 Warrants 13,650 - Income Taxes Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of January 31, 2023 and January 31, 2022, the Company recognized a deferred tax asset of $ 717,559 448,501 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 consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In February 2022, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements. We will perform future goodwill impairment tests according to ASU 2017-04. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 3 – Business Acquisitions The Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 (the “Loan”) with M&T Bank for the original principal amount of $ 7,500,000 60 January 17, 2027 (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 Secured Overnight Financing Rate (“SOFR”); or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor. All of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB. During the year ended January 31, 2022, the Company incurred approximately $ 748,000 401,000 The following presents the unaudited pro-forma combined results of operations for the year ended January 31, 2022 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 Year Ended January 31, 2022 Revenues $ 76,914,679 Net income $ 62,304 Net income per share - basic $ 0.00 Weighted average number of shares outstanding 35,702,197 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. Goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. All of the goodwill is deductible for tax purposes. |
Property and Equipment_
Property and Equipment: | 12 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment: | Note 4 - Property and Equipment: Property and equipment on January 31, 2023 and January 31, 2022 are as follows: Schedule of Property and Equipment January 31, 2023 January 31, 2022 Machinery and Equipment $ 5,387,255 $ 4,934,855 Furniture and Fixtures 284,781 233,615 Leasehold Improvements 3,480,061 3,346,610 Property and Equipment, Gross 9,152,097 8,515,080 Less: Accumulated Depreciation 5,729,001 4,836,548 Total $ 3,423,096 $ 3,678,532 Depreciation expense charged to income for the year ended January 31, 2023 and 2022 amounted to $ 920,718 779,442 |
Intangibles, net
Intangibles, net | 12 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, net | Note 5 – Intangibles, net Intangibles, net consisted of the following at January 31, 2023: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (409,776 ) 1,452,224 3.41 Tradename and trademarks 79,000 (28,714 ) 50,286 1.91 $ 2,028,639 $ (526,129 ) $ 1,502,510 Intangibles, net consisted of the following at January 31, 2022: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 Amortization expense for the years ended January 31, 2023 and January 31, 2022 was $ 482,469 43,660 We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2024 $ 402,133 2025 400,782 2026 374,216 2027 325,379 Total $ 1,502,510 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions Promissory Note – Related Party Upon consummation of the acquisition of T&L, the Company executed a $ 3,000,000 750,000 3.5 2,250,000 3,009,917 101,771 9,917 6,688 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., President of T&L and various individuals related to Mr. Morello. This lease term is through November 30, 2031 the option to extend the lease for two additional ten-year terms 20,200 23,567 262,432 26,432 Chef Inspirational Foods, LLC As noted above in Note 1, the Company acquired a 24 14,691,696 1,449,009 423,638 111,459 |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Jan. 31, 2023 | |
Loan And Security Agreement | |
Loan and Security Agreement | Note 7 - Loan and Security Agreement M&T Bank On January 29, 2020, the Company amended its working capital line with M&T Bank to increase the total available balance to $ 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. 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. 890,000 765,000 131,761 1,161 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 22,121 6,206,905 60,082 7,500,000 57,771 412,825 |
Concentrations
Concentrations | 12 Months Ended |
Jan. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 8 - Concentrations Revenues For the year ended January 31, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately 25 13 26 21 11 As of January 31, 2023, three customers represented approximately 20 15 11 46 10 7 11 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 - Stockholders’ Equity Preferred Stock and Series A Preferred Stock The Company is authorized to issue 20,000,000 0.00001 120,000 no 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. 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 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 During the year ended January 31, 2023, the Company paid dividends of $ 34,070 Restricted Stock Units During the year ended January 31, 2023, the Company awarded the CEO a grant of 367,647 500,000 367,647 The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Exercise Price Unvested – February 1, 2022 14,000 $ 2.83 Granted 367,647 $ 1.36 Vested - $ - Forfeited (14,000 ) $ 2.83 Outstanding – January 31, 2023 367,647 $ 1.36 During the year ended January 31, 2023 , the Company recognized share-based compensation related to restricted stock units of an aggregate of $ 50,428 and unrecognized share-based compensation of $ 449,572 For the year ended January 31, 2022, the Company recognized share-based compensation related to restricted stock units of an aggregate of $ 31,045 Options The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Exercise Price 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 – January 31, 2023 689,000 $ 0.77 Exercisable – January 31, 2023 539,000 $ 0.57 Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.39 1.48 689,000 2.32 $ 0.77 539,000 $ 0.57 At January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 847,200 859,051 During the year ended January 31, 2023, the members of the board of directors and the former CFO exercised 130,000 1.00 57,093 26,250 During the year ended January 31, 2022, eight employees exercised a total of 200,000 0.49 1.38 19,080 For the years ended January 31, 2023 and 2022, the Company recognized share-based compensation related to options of an aggregate of $ 59,578 1,863 120,489 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, 2022 Risk-free interest rate 3.58 % Expected life 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 Exercise Price Outstanding – February 1, 2022 - $ - Exercisable – February 1, 2022 - $ - Granted 13,650 $ 2.25 Exercised - $ - Outstanding – January 31, 2023 13,650 $ 2.25 Exercisable – January 31, 2023 13,650 $ 2.25 Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.25 13,650 4.62 $ 2.25 13,650 $ 2.25 At January 31, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2023 | |
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 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 of $ 125,000 The Company incurred $ 584,337 562,491 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. 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. For the year ended January 31, 2023 the Company paid AGES $ 64,600 |
Leases
Leases | 12 Months Ended |
Jan. 31, 2023 | |
Leases | |
Leases | Note 11 – Leases The Company determines if an arrangement contains a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s leases consist of office space, manufacturing space and machinery and equipment. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. On March 1, 2021, the Company amended an existing lease with the landlord for a new premise with a greater square footage. Upon cancellation of the existing lease, the Company wrote-off the net right of use asset and corresponding lease liability of $ 22,870 328,148 On December 29, 2021, the Company entered into a new right of use obligation with a related party (See Note 6) for office, manufacturing, and storage space in Farmingdale, New York. In connection with this lease, the Company recorded a right of use asset and corresponding lease liability of $ 2,129,084 The components of lease expense were as follows: Schedule of Components of Lease Expense January 31, 2023 January 31, 2022 Finance Leases Depreciation of Assets 127,511 145,066 Interest on lease liabilities 37,657 33,675 Operating Leases 545,017 355,786 Total net lease cost 710,185 534,527 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases January 31, 2023 January 31, 2022 Operating Leases Operating lease ROU assets $ 3,236,690 $ 3,596,317 Current operating lease liabilities, included in current liabilities $ 391,802 $ 292,699 Noncurrent operating lease liabilities, included in long-term liabilities 2,897,205 3,339,255 Total operating lease liabilities $ 3,289,007 $ 3,631,954 Finance Leases Property and equipment at cost $ 916,906 $ 1,079,706 Accumulated depreciation (353,233 ) (405,436 ) Property and equipment, net $ 563,673 $ 674,270 Current obligations of finance lease liabilities, included in current liabilities $ 182,391 $ 218,039 Finance leases, net of current obligations, included in long-term liabilities 248,640 376,132 Total finance lease liabilities $ 431,031 $ 594,171 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases January 31, 2023 January 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 342,947 $ 168,849 Financing cash flows from finance leases 235,208 199,176 ROU assets obtained in exchange for lease liabilities Operating leases $ - $ 2,457,502 Finance leases 72,068 128,050 Weighted average remaining lease term (in years) Operating leases 7.50 8.50 Finance leases 2.60 3.08 Weighted average discount rate: Operating leases 4.85 % 4.85 % Finance Leases 3.41 % 4.45 % Schedule of Future Minimum Payments Required Under Lease Obligations For the Twelve months ended January 31, 2024 $ 730,493 2025 706,153 2026 605,547 2027 478,037 2028 502,983 Thereafter 1,331,256 Total lease payments $ 4,354,469 Less: amounts representing interest (249,709 ) Total lease obligations $ 4,104,760 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 12 - Income Tax Provision The income tax provision consists of the following: Schedule of Components of Income Tax Expense Income tax provision / (benefit) consists of the following: January 31, 2023 January 31, 2022 Federal Current $ 112,892 $ - Deferred (183,565 ) 32,224 State and Local Current 165,266 Deferred (85,489 ) 264,248 Income tax provision $ 9,104 $ 296,472 The Company had U.S. federal net operating loss carryovers (NOLs) of approximately $ 2.7 5.4 8.8 10.0 offset future taxable income through 2035 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. There was no valuation allowance as of January 31, 2023 and 2022. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.” No interest or penalties on unpaid tax were recorded during the years ended January 31, 2023 and 2022, respectively. As of January 31, 2023 and 2022, no The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets Year Ended January 31, 2023 Year Ended January 31, 2022 Net operating loss carryovers $ 607,351 $ 1,152,434 Share-based compensation 32,362 6,854 Acquisition costs 108,028 88,109 Capitalized start-up and organization costs 23,740 27,843 Right of use liability 819,916 798,015 Inventory 27,057 21,945 Interest limitation - 16,224 Bad debt 49,030 - Other - 18,354 Total deferred tax assets 1,667,484 2,129,778 Deferred Tax Liabilities Fixed assets 65,578 812,528 Intangibles 77,479 - Right of use asset 806,868 868,749 Total deferred tax liabilities 949,925 1,681,277 Net deferred tax asset $ 717,559 $ 448,501 The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended January 31, 2023 Year Ended January 31, 2022 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 3.4 1.08 Adjustments to deferred tax assets (24 ) 627.47 Non-deductible expenses - 16.00 Income tax provision (benefit) 0.4 % 665.55 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries as of the reporting period ending dates and for the reporting periods. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, purchase price accounting, the fair value of share-based payments, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Cash | Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2023, the Company had approximately $ 3.5 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of January 31, 2023 and January 31, 2022, the reserve for uncollectible accounts was approximately $ 233,000 2,000 |
Inventories | Inventories The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. Inventories by major category are as follows: Schedule of Inventories January 31, 2023 January 31, 2022 Raw Materials $ 1,883,270 $ 1,854,156 Work in Process 98,910 244,974 Finished goods 1,653,701 791,663 Total $ 3,635,881 $ 2,890,793 The reserve for obsolescence at January 31, 2023 and January 31, 2022 was $ 32,433 64,034 |
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 5 Leasehold improvements - (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Intangible Assets | Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software 87,639 80,336 7,303 Additionally, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill Goodwill is the excess of the consideration paid for a business over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. Instead, these assets are reviewed annually (or more frequently under various conditions) for impairment. The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, the Company may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist. When performing its quantitative annual, or interim, goodwill impairment test the Company is comparing the fair value of its reporting units with their carrying amounts. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable. The fair value of the reporting units is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. Calculating the fair value requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of January 31, 2023, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 Customer relationships 4 5 During the year ended January 31, 2023 and 2022, the Company recognized amortization of $ 402,133 36,357 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Research and Development | Research and Development Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2023 and 2022 were $ 135,141 120,692 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) The Company’s sales are generated from the sale of finished products to customers, 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 received by the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statements of operations. The Company promotes its products with consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are received by the customer. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Gross Sales $ 95,420,129 $ 48,798,656 Less: Slotting, Discounts, and Allowances 2,232,508 1,714,916 Net Sales $ 93,187,621 $ 47,083,740 Disaggregation of Revenue from Contracts with Customers. Schedule of Disaggregates Gross Revenue by Significant Geographic Area January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Northeast $ 40,382,360 $ 16,119,490 Southeast 27,014,357 17,546,606 Midwest 14,928,517 4,917,263 West 6,274,633 5,358,105 Southwest 6,820,262 4,857,192 Total revenue $ 95,420,129 $ 48,798,656 |
Cost of Sales | Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight-in, packaging, and print production costs. |
Advertising | Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2023 and 2022 were approximately $ 693,000 735,000 |
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 general and administrative expenses, depending on the nature of the services provided, in the 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 year ended January 31, 2023 and 2022, share-based compensation amounted to $ 110,006 32,918 For the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2023 January 31, 2022 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 0 % N/A The expected option term is computed using the “simplified method” for “plain vanilla” options 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 Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income or loss computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred stock is calculated using the treasury or if-converted method. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Numerator: Net income (loss) attributable to common stockholders $ 2,268,604 (251,926 ) Effect of dilutive securities: (34,070 ) — Diluted net income (loss) $ 2,234,534 $ (251,926 ) Denominator: Weighted average common shares outstanding - basic 36,093,858 35,702,197 Dilutive securities (a): Series B Preferred 819,000- - Options 355,432 - Restricted Stock 44,888 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,313,178 35,702,197 Basic net income (loss) per common share $ 0.06 $ (0.01 ) Diluted net income (loss) per common share $ 0.06 $ (0.01 ) (a) - Anti-dilutive securities excluded: Options 150,000 669,000 Warrants 13,650 - |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of January 31, 2023 and January 31, 2022, the Company recognized a deferred tax asset of $ 717,559 448,501 |
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 consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. In February 2022, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements. We will perform future goodwill impairment tests according to ASU 2017-04. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Results of Operations | The following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through January 31, 2023 of CIF. Schedule of Results of Operations For the Period June 28, 2022 through January 31, 2023 Revenues $ 18,238,335 Net income $ 597,858 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories by major category are as follows: Schedule of Inventories January 31, 2023 January 31, 2022 Raw Materials $ 1,883,270 $ 1,854,156 Work in Process 98,910 244,974 Finished goods 1,653,701 791,663 Total $ 3,635,881 $ 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 5 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 January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Gross Sales $ 95,420,129 $ 48,798,656 Less: Slotting, Discounts, and Allowances 2,232,508 1,714,916 Net Sales $ 93,187,621 $ 47,083,740 |
Schedule of Disaggregates Gross Revenue by Significant Geographic Area | Schedule of Disaggregates Gross Revenue by Significant Geographic Area January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Northeast $ 40,382,360 $ 16,119,490 Southeast 27,014,357 17,546,606 Midwest 14,928,517 4,917,263 West 6,274,633 5,358,105 Southwest 6,820,262 4,857,192 Total revenue $ 95,420,129 $ 48,798,656 |
Schedule of Fair Value of Share-Based Payments | For the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2023 January 31, 2022 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 0 % 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 January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Numerator: Net income (loss) attributable to common stockholders $ 2,268,604 (251,926 ) Effect of dilutive securities: (34,070 ) — Diluted net income (loss) $ 2,234,534 $ (251,926 ) Denominator: Weighted average common shares outstanding - basic 36,093,858 35,702,197 Dilutive securities (a): Series B Preferred 819,000- - Options 355,432 - Restricted Stock 44,888 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,313,178 35,702,197 Basic net income (loss) per common share $ 0.06 $ (0.01 ) Diluted net income (loss) per common share $ 0.06 $ (0.01 ) (a) - Anti-dilutive securities excluded: Options 150,000 669,000 Warrants 13,650 - |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
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 year ended January 31, 2022 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 Year Ended January 31, 2022 Revenues $ 76,914,679 Net income $ 62,304 Net income per share - basic $ 0.00 Weighted average number of shares outstanding 35,702,197 |
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 |
Property and Equipment_ (Tables
Property and Equipment: (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment on January 31, 2023 and January 31, 2022 are as follows: Schedule of Property and Equipment January 31, 2023 January 31, 2022 Machinery and Equipment $ 5,387,255 $ 4,934,855 Furniture and Fixtures 284,781 233,615 Leasehold Improvements 3,480,061 3,346,610 Property and Equipment, Gross 9,152,097 8,515,080 Less: Accumulated Depreciation 5,729,001 4,836,548 Total $ 3,423,096 $ 3,678,532 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | Intangibles, net consisted of the following at January 31, 2023: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Software $ 87,639 $ (87,639 ) $ - - Customer relationships 1,862,000 (409,776 ) 1,452,224 3.41 Tradename and trademarks 79,000 (28,714 ) 50,286 1.91 $ 2,028,639 $ (526,129 ) $ 1,502,510 Intangibles, net consisted of the following at January 31, 2022: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Software $ 87,639 $ (7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 (33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 (2,381 ) 76,619 2.91 $ 2,028,639 $ (43,660 ) $ 1,984,979 |
Schedule of Estimated Aggregate Amortization Expense | We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2024 $ 402,133 2025 400,782 2026 374,216 2027 325,379 Total $ 1,502,510 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Schedule of Restricted Stock Option Activity | The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Exercise Price Unvested – February 1, 2022 14,000 $ 2.83 Granted 367,647 $ 1.36 Vested - $ - Forfeited (14,000 ) $ 2.83 Outstanding – January 31, 2023 367,647 $ 1.36 |
Summary of Option Activity | The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Exercise Price Outstanding – February 1, 2022 669,000 $ 0.66 Exercisable – February 1, 2022 666,500 $ 0.65 Granted 150,000 $ 1.48 Exercised (130,000 ) $ 1.00 Outstanding – January 31, 2023 689,000 $ 0.77 Exercisable – January 31, 2023 539,000 $ 0.57 |
Summary of Option Outstanding and Exercisable | Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.39 1.48 689,000 2.32 $ 0.77 539,000 $ 0.57 |
Schedule of Warrants Fair Value Assumption | Schedule of Warrants Fair Value Assumption September 13, 2022 Risk-free interest rate 3.58 % Expected life 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 Exercise Price Outstanding – February 1, 2022 - $ - Exercisable – February 1, 2022 - $ - Granted 13,650 $ 2.25 Exercised - $ - Outstanding – January 31, 2023 13,650 $ 2.25 Exercisable – January 31, 2023 13,650 $ 2.25 |
Schedule of Warrants Outstanding and Exercisable | Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.25 13,650 4.62 $ 2.25 13,650 $ 2.25 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense January 31, 2023 January 31, 2022 Finance Leases Depreciation of Assets 127,511 145,066 Interest on lease liabilities 37,657 33,675 Operating Leases 545,017 355,786 Total net lease cost 710,185 534,527 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases January 31, 2023 January 31, 2022 Operating Leases Operating lease ROU assets $ 3,236,690 $ 3,596,317 Current operating lease liabilities, included in current liabilities $ 391,802 $ 292,699 Noncurrent operating lease liabilities, included in long-term liabilities 2,897,205 3,339,255 Total operating lease liabilities $ 3,289,007 $ 3,631,954 Finance Leases Property and equipment at cost $ 916,906 $ 1,079,706 Accumulated depreciation (353,233 ) (405,436 ) Property and equipment, net $ 563,673 $ 674,270 Current obligations of finance lease liabilities, included in current liabilities $ 182,391 $ 218,039 Finance leases, net of current obligations, included in long-term liabilities 248,640 376,132 Total finance lease liabilities $ 431,031 $ 594,171 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases January 31, 2023 January 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 342,947 $ 168,849 Financing cash flows from finance leases 235,208 199,176 ROU assets obtained in exchange for lease liabilities Operating leases $ - $ 2,457,502 Finance leases 72,068 128,050 Weighted average remaining lease term (in years) Operating leases 7.50 8.50 Finance leases 2.60 3.08 Weighted average discount rate: Operating leases 4.85 % 4.85 % Finance Leases 3.41 % 4.45 % |
Schedule of Future Minimum Payments Required Under Lease Obligations | Schedule of Future Minimum Payments Required Under Lease Obligations For the Twelve months ended January 31, 2024 $ 730,493 2025 706,153 2026 605,547 2027 478,037 2028 502,983 Thereafter 1,331,256 Total lease payments $ 4,354,469 Less: amounts representing interest (249,709 ) Total lease obligations $ 4,104,760 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The income tax provision consists of the following: Schedule of Components of Income Tax Expense Income tax provision / (benefit) consists of the following: January 31, 2023 January 31, 2022 Federal Current $ 112,892 $ - Deferred (183,565 ) 32,224 State and Local Current 165,266 Deferred (85,489 ) 264,248 Income tax provision $ 9,104 $ 296,472 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets Year Ended January 31, 2023 Year Ended January 31, 2022 Net operating loss carryovers $ 607,351 $ 1,152,434 Share-based compensation 32,362 6,854 Acquisition costs 108,028 88,109 Capitalized start-up and organization costs 23,740 27,843 Right of use liability 819,916 798,015 Inventory 27,057 21,945 Interest limitation - 16,224 Bad debt 49,030 - Other - 18,354 Total deferred tax assets 1,667,484 2,129,778 Deferred Tax Liabilities Fixed assets 65,578 812,528 Intangibles 77,479 - Right of use asset 806,868 868,749 Total deferred tax liabilities 949,925 1,681,277 Net deferred tax asset $ 717,559 $ 448,501 |
Schedule of Effective Income Tax Rate Reconciliation | The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended January 31, 2023 Year Ended January 31, 2022 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 3.4 1.08 Adjustments to deferred tax assets (24 ) 627.47 Non-deductible expenses - 16.00 Income tax provision (benefit) 0.4 % 665.55 % |
Schedule of Results of Operatio
Schedule of Results of Operations (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 93,187,621 | $ 47,083,740 | |
Net income | $ 2,302,674 | $ (251,926) | |
Chef Inspirational Foods, Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 18,238,335 | ||
Net income | $ 597,858 |
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 |
Investments in cash | 500,000 |
Investments in common stock | $ 700,000 |
Option to purchase remaining interest rate | 76% |
Two Year From Acquisition Date [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Investments | $ 3,800,000 |
Investments in cash | 3,500,000 |
Investments in common stock | $ 300,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 1,883,270 | $ 1,854,156 |
Work in Process | 98,910 | 244,974 |
Finished goods | 1,653,701 | 791,663 |
Total | $ 3,635,881 | $ 2,890,793 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | Jan. 31, 2023 | |
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 | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 7 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives | 5 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) | Jan. 31, 2023 |
Trademarks and Trade Names [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 3 years |
Customer Relationships [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 4 years |
Customer Relationships [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible Asset Useful Life | 5 years |
Schedule of Expenses of Slottin
Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accounting Policies [Abstract] | ||
Gross Sales | $ 95,420,129 | $ 48,798,656 |
Less: Slotting, Discounts, and Allowances | 2,232,508 | 1,714,916 |
Net Sales | $ 93,187,621 | $ 47,083,740 |
Schedule of Disaggregates Gross
Schedule of Disaggregates Gross Revenue by Significant Geographic Area (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Total revenue | $ 95,420,129 | $ 48,798,656 |
Northeast [Member] | ||
Total revenue | 40,382,360 | 16,119,490 |
Southeast [Member] | ||
Total revenue | 27,014,357 | 17,546,606 |
Midwest [Member] | ||
Total revenue | 14,928,517 | 4,917,263 |
West [Member] | ||
Total revenue | 6,274,633 | 5,358,105 |
Southwest [Member] | ||
Total revenue | $ 6,820,262 | $ 4,857,192 |
Schedule of Fair Value of Share
Schedule of Fair Value of Share-Based Payments (Details) | 12 Months Ended |
Jan. 31, 2023 | |
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 | 0% |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to common stockholders | $ 2,268,604 | $ (251,926) |
Effect of dilutive securities: | (34,070) | |
Diluted net income (loss) | $ 2,234,534 | $ (251,926) |
Weighted average common shares outstanding - basic | 36,093,858 | 35,702,197 |
Series B Preferred | 819,000 | |
Options | 355,432 | |
Restricted Stock | 44,888 | |
Warrants | ||
Weighted average common shares outstanding and assumed conversion – diluted | 37,313,178 | 35,702,197 |
Basic net income (loss) per common share | $ 0.06 | $ (0.01) |
Diluted net income (loss) per common share | $ 0.06 | $ (0.01) |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants | 150,000 | 669,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants | 13,650 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Change in Accounting Estimate [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Federal insured limits | 3,500,000 | |
Accounts receivable reserves | 233,000 | 2,000 |
Capitalized cost, impairments | 87,639 | |
Amortization | 482,469 | 43,660 |
Research and development expense | 135,141 | 120,692 |
Advertising expense | 693,000 | 735,000 |
Share based compensation | 110,006 | 32,918 |
Deferred tax assets | 717,559 | 448,501 |
Other Intangible Assets [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Amortization | 402,133 | 36,357 |
Computer Software, Intangible Asset [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Amortization | 80,336 | 7,303 |
Inventory Valuation and Obsolescence [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Inventory reserve for obsolescence | $ 32,433 | $ 64,034 |
Schedule of Pro-forma Combined
Schedule of Pro-forma Combined Results of Operation (Details) | 12 Months Ended |
Jan. 31, 2022 USD ($) $ / shares shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 76,914,679 |
Net income | $ 62,304 |
Net income per share - basic | $ / shares | $ 0 |
Weighted average number of shares outstanding | shares | 35,702,197 |
Schedule of Asset Acquired and
Schedule of Asset Acquired and Liabilities Assumed (Details) | Jan. 31, 2023 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 ($) | 12 Months Ended | |||
Dec. 29, 2021 | Dec. 23, 2021 | Jan. 31, 2022 | Jan. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Transaction costs | $ 748,000 | |||
M and T Bank [Member] | Multiple Disbursement Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Principal amount | $ 7,500,000 | 7,500,000 | $ 6,206,905 | |
Monthly installement | 60 | |||
Maturity date | Jan. 17, 2027 | |||
Debt maturity description | (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 Secured Overnight Financing Rate (“SOFR”); or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor. | |||
TAndL And OB [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 14,000,000 | |||
Cash | 11,000,000 | |||
Notes payable | 3,000,000 | |||
Principal amount | $ 750,000 | |||
Accrued interest rate | 3.50% | |||
TAndL And OB [Member] | M and L Bank [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 7,500,000 | |||
Spartan Capital Securities LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Fees paid | $ 401,000 |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $ 5,387,255 | $ 4,934,855 |
Furniture and Fixtures | 284,781 | 233,615 |
Leasehold Improvements | 3,480,061 | 3,346,610 |
Property and Equipment, Gross | 9,152,097 | 8,515,080 |
Less: Accumulated Depreciation | 5,729,001 | 4,836,548 |
Total | $ 3,423,096 | $ 3,678,532 |
Property and Equipment_ (Detail
Property and Equipment: (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 920,718 | $ 779,442 |
Schedule of Intangibles Assets
Schedule of Intangibles Assets (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,028,639 | $ 2,028,639 |
Accumulated Amortization | (526,129) | (43,660) |
Net Carrying Amount | 1,502,510 | 1,984,979 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 87,639 | 87,639 |
Accumulated Amortization | (87,639) | (7,303) |
Net Carrying Amount | $ 80,336 | |
Weighted Average Remaining Life | 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 | (409,776) | (33,976) |
Net Carrying Amount | $ 1,452,224 | $ 1,828,024 |
Weighted Average Remaining Life | 3 years 4 months 28 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 | (28,714) | (2,381) |
Net Carrying Amount | $ 50,286 | $ 76,619 |
Weighted Average Remaining Life | 1 year 10 months 28 days | 2 years 10 months 28 days |
Schedule of Estimated Aggregate
Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 402,133 | |
2025 | 400,782 | |
2026 | 374,216 | |
2027 | 325,379 | |
Total | $ 1,502,510 | $ 1,984,979 |
Intangibles, net (Details Narra
Intangibles, net (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expenses | $ 482,469 | $ 43,660 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jun. 28, 2022 | |
Related Party Transaction [Line Items] | ||||
Sales revenue | $ 95,420,129 | $ 48,798,656 | ||
Chef Inspirational Foods, Inc. [Member] | Accounts Payable and Accrued Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Commission expense | 111,459 | |||
Olive Branch, LLC [Member] | Chef Inspirational Foods, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Commission expense | $ 423,638 | |||
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 | $ 262,432 | 26,432 | ||
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 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance including accrued interest | $ 750,000 | 750,000 | 759,917 | |
Related Party [Member] | Chef Inspirational Foods, Inc. [Member] | Accounts Receivable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales revenue | 1,449,009 | |||
Related Party [Member] | T&L Creative Salads Inc. [Member] | Chef Inspirational Foods, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales revenue | 14,691,696 | |||
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% | ||
Interest expenses | $ 101,771 | 9,917 | ||
Accrued interest | $ 6,688 | 6,688 | 9,917 | |
Promissory Note [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance including accrued interest | $ 2,250,000 | $ 2,250,000 | $ 3,009,917 |
Loan and Security Agreement (De
Loan and Security Agreement (Details Narrative) - USD ($) | 12 Months Ended | |||||
Oct. 26, 2022 | Dec. 29, 2021 | Jun. 11, 2021 | Jan. 29, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | |
Amortization of discount | $ 22,121 | $ 2,438 | ||||
M and T Bank [Member] | ||||||
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. | |||||
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 | $ 890,000 | 765,000 | ||||
Line of credit, interest incurred | $ 131,761 | 1,161 | ||||
M and T Bank [Member] | 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. | |||||
Line of credit, interest incurred | $ 412,825 | |||||
Debt face amount | $ 7,500,000 | 6,206,905 | 7,500,000 | |||
Debt instrument payment terms | 60 | |||||
Debt maturity date | Jan. 17, 2027 | |||||
Debt instrument unamortized discount | $ 58,750 | 60,082 | $ 57,771 | |||
Amortization of discount | $ 22,121 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Customer One [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25% | 26% |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20% | 10% |
Customer Two [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13% | 21% |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15% | 7% |
Customer Three [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% | |
Customer Three [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% | 11% |
Three Customers [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 46% |
Schedule of Restricted Stock Op
Schedule of Restricted Stock Option Activity (Details) | 12 Months Ended |
Jan. 31, 2023 $ / 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 | 367,647 |
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 | 367,647 |
Weighted average exercise price, Ending balance | $ / shares | $ 1.36 |
Summary of Option Activity (Det
Summary of Option Activity (Details) | 12 Months Ended |
Jan. 31, 2023 $ / 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 | 12 Months Ended | |
Jan. 31, 2023 | 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 3 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] | Sep. 13, 2023 |
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] | 12 Months Ended |
Jan. 31, 2023 $ / 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 | 13,650 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.25 |
Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Warrants outstanding, Ending balance | shares | 13,650 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 2.25 |
Warrants exercisable, Ending balance | shares | 13,650 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 2.25 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise Price | $ 2.25 | |
Number Outstanding | 13,650 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 7 months 13 days | |
Weighted Average Exercise Price | $ 2.25 | |
Number Exercisable | 13,650 | |
Weighted Average Exercisable Exercise Price | $ 2.25 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Nov. 17, 2022 | Sep. 13, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | $ 1,300,400 | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock authorized | 19,680,000 | 19,680,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Share based compensation, unvested shares | 367,647 | 14,000 | ||
Share based compensation | $ 110,006 | $ 32,918 | ||
Total intrinsic value of options outstanding | 847,200 | |||
Total intrinsic value of options exercisable | $ 859,051 | |||
Stock options exercised, shares | 130,000 | |||
Share based compensation exercise price per share | $ 1 | |||
Stock options exercised, value | $ 26,250 | |||
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation grant date fair value | 16,520 | |||
Warrants outstandingexercisable intrinsic value | $ 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 | |||
Stock options exercised, value | $ 26,250 | |||
Employees [Member] | ||||
Class of Stock [Line Items] | ||||
Aggregate proceeds of common shares | $ 19,080 | |||
Stock options exercised, shares | 200,000 | |||
Employees [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation exercise price per share | $ 0.49 | |||
Employees [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation exercise price per share | $ 1.38 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation, awards granted | 367,647 | |||
Share based compensation grant date fair value | $ 500,000 | |||
Share based compensation, unvested shares | 367,647 | |||
Share based compensation | $ 50,428 | $ 31,045 | ||
Unrecognized share based compensation | 449,572 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation | 59,578 | $ 1,863 | ||
Unrecognized share based compensation | 120,489 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | $ 20,000,000 | |||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock authorized | 120,000 | 120,000 | ||
Preferred stock, shares issued | 23,400 | 23,400 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series A Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock authorized | 120,000 | |||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock authorized | 200,000 | 200,000 | ||
Preferred stock, shares issued | 54,600 | 54,600 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
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. | |||
Number of shares exchange of common stock | 47,200 | |||
Aggregate proceeds of common shares | $ 185,000 | $ 1,180,000 | ||
Shares sold | 7,400 | |||
Dividends paid | $ 34,070 | |||
Series B Preferred Stock [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Share based compensation grant date fair value | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 06, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Loss Contingency | $ 656,700 | |||
Cost of goods and services sold | 73,769,359 | $ 35,229,867 | ||
Proceeds for property damage claim | 91,312 | |||
Offset by repairs and maintentance expenses | 12,475 | |||
Cost of oven and roof | 47,669 | |||
Royalty expenses | 584,337 | $ 562,491 | ||
Spartan Capital Securities LLC [Member] | Related Party [Member] | ||||
Loss Contingencies [Line Items] | ||||
Amount owed to related party | $ 36,000 | |||
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. | |||
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. For the year ended January 31, 2023 the Company paid AGES $64,600. | |||
Expense paid | $ 64,600 | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Royalty expenses | $ 125,000 | |||
Maximum [Member] | Spartan Capital Securities LLC [Member] | ||||
Loss Contingencies [Line Items] | ||||
Acquisition costs | $ 401,322 | |||
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 | |||
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 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Leases | ||
Depreciation of Assets | $ 127,511 | $ 145,066 |
Interest on lease liabilities | 37,657 | 33,675 |
Operating Leases | 545,017 | 355,786 |
Total net lease cost | $ 710,185 | $ 534,527 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 29, 2021 | Mar. 01, 2021 |
Leases | ||||
Operating lease ROU assets | $ 3,236,690 | $ 3,596,317 | ||
Current operating lease liabilities, included in current liabilities | 391,802 | 292,699 | ||
Noncurrent operating lease liabilities, included in long-term liabilities | 2,897,205 | 3,339,255 | ||
Total operating lease liabilities | 3,289,007 | 3,631,954 | $ 2,129,084 | $ 328,148 |
Property and equipment at cost | 916,906 | 1,079,706 | ||
Accumulated depreciation | (353,233) | (405,436) | ||
Property and equipment, net | 563,673 | 674,270 | ||
Current obligations of finance lease liabilities, included in current liabilities | 182,391 | 218,039 | ||
Finance leases, net of current obligations, included in long-term liabilities | 248,640 | 376,132 | ||
Total finance lease liabilities | $ 431,031 | $ 594,171 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 342,947 | $ 168,849 |
Financing cash flows from finance leases | 235,208 | 199,176 |
Operating leases | 2,457,502 | |
Finance leases | $ 72,068 | $ 128,050 |
Operating lease weighted average remaining lease term1 | 7 years 6 months | 8 years 6 months |
Finance lease weighted average remaining lease term1 | 2 years 7 months 6 days | 3 years 29 days |
Operating lease weighted average discount rate percent | 4.85% | 4.85% |
Finance lease weighted average discount rate percent | 3.41% | 4.45% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Required Under Lease Obligations (Details) | Jan. 31, 2023 USD ($) |
Leases | |
2024 | $ 730,493 |
2025 | 706,153 |
2026 | 605,547 |
2027 | 478,037 |
2028 | 502,983 |
Thereafter | 1,331,256 |
Total lease payments | 4,354,469 |
Less: amounts representing interest | 249,709 |
Total lease obligations | $ 4,104,760 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Mar. 01, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 29, 2021 |
Leases | ||||
Wrote-off net right of use asset and corresponding lease liability | $ 22,870 | |||
Right of use asset and corresponding lease liability | $ 328,148 | $ 3,289,007 | $ 3,631,954 | $ 2,129,084 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 112,892 | |
Deferred | (183,565) | 32,224 |
Current | 165,266 | |
Deferred | (85,489) | 264,248 |
Income tax provision | $ 9,104 | $ 296,472 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 607,351 | $ 1,152,434 |
Share-based compensation | 32,362 | 6,854 |
Acquisition costs | 108,028 | 88,109 |
Capitalized start-up and organization costs | 23,740 | 27,843 |
Right of use liability | 819,916 | 798,015 |
Inventory | 27,057 | 21,945 |
Interest limitation | 16,224 | |
Bad debt | 49,030 | |
Other | 18,354 | |
Total deferred tax assets | 1,667,484 | 2,129,778 |
Fixed assets | 65,578 | 812,528 |
Intangibles | 77,479 | |
Right of use asset | 806,868 | 868,749 |
Total deferred tax liabilities | 949,925 | 1,681,277 |
Net deferred tax asset | $ 717,559 | $ 448,501 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
US Federal statutory rate | 21% | 21% |
State income tax, net of federal benefit | 3.40% | 1.08% |
Adjustments to deferred tax assets | (24.00%) | 627.47% |
Non-deductible expenses | 16% | |
Income tax provision (benefit) | 0.40% | 665.55% |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Penalties on unpaid tax | $ 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 2,700,000 | 5,400,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 8,800,000 | $ 10,000,000 |
Expiration description | offset future taxable income through 2035 |