Cover
Cover - shares | 9 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Feb. 28, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 000-55464 | |
Entity Registrant Name | LIFE ON EARTH, INC. | |
Entity Central Index Key | 0001579010 | |
Entity Tax Identification Number | 46-2552550 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1345 6th Ave. 2nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10015 | |
City Area Code | (646) | |
Local Phone Number | 884-9897 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,822,753 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 17,877 | $ 0 |
Other current receivable | 3,389 | 70,000 |
Current assets of discontinued operations | 43,656 | |
Total current assets | 21,266 | 113,656 |
Other Assets | ||
Investment in CareClix | 2,500 | |
Note receivable | 250,000 | |
Other assets of discontinued operations | 5,105,687 | |
Total Assets | 273,766 | 5,219,343 |
Current Liabilities | ||
Accounts payable and accrued expenses | 603,020 | 2,043,793 |
Accrued dividends payable on preferred shares | 92,500 | 9,750 |
Accrued interest of related party debt | 9,020 | 9,422 |
Accrued contingent liability for the purchase cost of the SA acquisition | 5,044,127 | |
Contingent liability | 415,227 | |
Derivative liability | 110,588 | |
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively | 184,463 | 49,069 |
Notes payable | 30,000 | 30,000 |
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively | 665,418 | 1,932,964 |
Lines of credit | 6,602 | 15,334 |
Current liabilities of discontinued operations | 220,860 | |
Total current liabilities | 1,591,023 | 9,881,134 |
Total Liabilities | 1,591,023 | 9,881,134 |
Stockholders' Deficiency | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 71,822,753 and 29,548,676 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively | 71,823 | 29,549 |
Additional paid-in capital | 21,173,764 | 13,942,216 |
Accumulated deficit | (22,569,274) | (18,635,356) |
Total Stockholders' Deficiency | (1,317,257) | (4,661,791) |
Total Liabilities and Stockholders' Deficiency | 273,766 | 5,219,343 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 3,700 | 1,200 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 100 | 100 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 2,614 | 290 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | $ 16 | $ 210 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | $ 25,482 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 71,822,753 | 29,548,676 |
Common Stock, Shares, Outstanding | 71,822,753 | 29,548,676 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 3,700,000 | |
Preferred Stock, Shares Issued | 1,200,000 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 100,000 | 100,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 2,613,375 | 290,000 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 16,236 | 210,000 |
Notes Payable, Other Payables [Member] | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | $ 25,482 | |
Convertible Notes Payable [Member] | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | $ 10,262 | $ 29,633 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 4 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Sales, net | ||||
Cost of goods sold | ||||
Gross profit | ||||
Expenses: | ||||
Professional fees | 99,415 | 53,421 | 338,363 | 233,165 |
Officers compensation | 1,318,554 | 1,551,054 | ||
Salaries and benefits | 16,935 | |||
Other selling, general and administrative | (9,698) | 10,174 | 27,301 | 61,123 |
Total expenses | 1,408,271 | 63,595 | 1,916,718 | 311,223 |
Loss from operations | (1,408,271) | (63,595) | (1,916,718) | (311,223) |
Other income and (expenses): | ||||
Change in fair value of contingent consideration | (103,091) | 352,227 | (163,227) | |
Change in fair value of derivative liability | 66,402 | 110,588 | 10,197 | |
Interest and financing costs | (74,209) | (69,821) | (400,150) | (423,053) |
Loss from continuing operations | (1,482,480) | (170,105) | (1,854,053) | (887,306) |
Loss on discontinued operations | (282,599) | (971,091) | ||
Loss on sale of subsidiary | (1,135,279) | (1,135,279) | ||
Gain on disposal of subsidiaries | 26,505 | 26,505 | ||
Net loss | $ (2,873,853) | $ (170,105) | $ (3,933,918) | $ (887,306) |
Basic and diluted loss per share from continuing operations | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.04) |
Basic and diluted loss per share on discontinued operations | $ (0.02) | $ (0.04) | ||
Basic and diluted weighted average number of shares outstanding | 62,320,101 | 20,728,833 | 53,867,944 | 19,994,255 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Deficit - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at May. 31, 2020 | $ 1,200 | $ 13,081 | $ 12,901,158 | $ (17,201,283) | $ (4,285,844) | |||
Shares, Issued, Beginning Balance at May. 31, 2020 | 1,200,000 | 13,081,380 | ||||||
Issuance of common shares for convertible debt | $ 7,648 | 66,671 | 74,319 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,647,453 | |||||||
Net loss | (887,306) | (887,306) | ||||||
Sale of Series B preferred shares | $ 100 | 99,900 | 100,000 | |||||
Sale of Series B preferred shares, shares | 100,000 | |||||||
Sale of Series C preferred shares | 150 | 149,850 | 150,000 | |||||
Sale of Series C preferred shares, shares | 150,000 | |||||||
Ending balance, value at Feb. 28, 2021 | $ 1,200 | $ 100 | $ 150 | $ 20,729 | 13,217,579 | (18,088,589) | (4,848,831) | |
Shares, Issued, Ending Balance at Feb. 28, 2021 | 1,200,000 | 100,000 | 150,000 | 20,728,833 | ||||
Beginning balance, value at May. 31, 2021 | $ 1,200 | $ 100 | $ 290 | $ 210 | $ 29,549 | 13,942,216 | (18,635,356) | (4,661,791) |
Shares, Issued, Beginning Balance at May. 31, 2021 | 1,200,000 | 100,000 | 290,000 | 210,000 | 29,548,676 | |||
Issuance of Series A Preferred shares for CareClix Acquisition | $ 2,500 | 2,500 | ||||||
[custom:IssuanceOfSeriesPreferredSharesForCareclixAcquisitionShares] | 2,500,000 | |||||||
Sale of Series C preferred shares | $ 139 | 158,341 | 158,480 | |||||
Stock Issued During Period, Shares, New Issues | 138,500 | |||||||
Issuance of Series C preferred shares for convertible debt | $ 707 | 686,038 | 686,745 | |||||
[custom:StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesPreferredShares] | 706,709 | |||||||
Conversion of Series C Preferred shares to Common | $ (50) | $ 525 | (475) | |||||
Conversion of Series C Preferred shares to Common, shares | (50,000) | 525,000 | ||||||
Cancellation of Series D Preferred shares | $ (194) | 194 | 0 | |||||
Cancellation of Series D Preferred shares, shares | (193,764) | |||||||
Issuance of common shares for SA Acquisition | $ 13,000 | 2,717,000 | 2,730,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 13,000,000 | |||||||
Common shares issued for SA acquisition that were returned and cancelled | $ (7,975) | (526,330) | (534,305) | |||||
Common shares issued for SA acquisition that were returned and cancelled, shares | (7,974,695) | |||||||
Issuance of common shares for convertible debt | $ 14,685 | 883,035 | 897,720 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 14,685,393 | |||||||
Sale of common shares to related parties at $0.001 per share | $ 12,503 | 952,742 | 965,245 | |||||
Sale of common shares to related parties at $0.001 per share, shares | 12,503,177 | |||||||
Issuance of common shares to related parties as consideration at $0.001 per share | $ 3,056 | 232,893 | 235,949 | |||||
ssuance of common shares to related parties as consideration at $0.001 per share, shares | 3,056,332 | |||||||
Sale of Series C preferred shares to related parties at $0.001 per share | $ 1,528 | 1,526,640 | 1,528,168 | |||||
Sale of Series C preferred shares to related parties at $0.001 per share, shares | 1,528,166 | |||||||
Issuance of common shares as consideration shares | $ 2,675 | 238,115 | 240,790 | |||||
ssuance of common shares as consideration shares, shares | 2,674,231 | |||||||
Issuance of common shares for JCG contingency shares | $ 573 | 62,427 | 63,000 | |||||
ssuance of common shares for JCG contingency shares, shares | 572,727 | |||||||
Issuance of common shares for services at prices ranging from $0.07 to $0.156 | $ 2,582 | 236,578 | 239,160 | |||||
Issuance of common shares for services at prices ranging from $0.07 to $0.156, shares | 2,581,912 | |||||||
Issuance of common shares for settlement of legal claim | $ 500 | 49,500 | 50,000 | |||||
Issuance of common shares for settlement of legal claim, shares | 500,000 | |||||||
Issuance of common shares for settlement of legal claim | $ 150 | 14,850 | 15,000 | |||||
Issuance of common shares for settlement of legal claim, shares | 150,000 | |||||||
Net loss | (3,933,918) | (3,933,918) | ||||||
Ending balance, value at Feb. 28, 2022 | $ 3,700 | $ 100 | $ 2,614 | $ 16 | $ 71,823 | $ 21,173,764 | $ (22,569,274) | $ (1,317,257) |
Shares, Issued, Ending Balance at Feb. 28, 2022 | 3,700,000 | 100,000 | 2,613,375 | 16,236 | 71,822,753 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (3,933,918) | $ (887,306) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock based compensation | 239,160 | |
Stock based compensation - related parties | 2,715,331 | |
Loss from discontinued operations | 2,079,865 | |
Amortization of interest and financing costs | 19,392 | 211,105 |
Share based finance costs | 240,790 | |
Provision for bad debts | 25,990 | |
Change in fair value of contingent liability | (352,227) | 163,227 |
Change in fair value of derivative liability | (110,588) | (10,197) |
Changes in operating assets and liabilities: (Increase) decrease in: | ||
Accounts receivable | (25,990) | |
Other receivable | 66,611 | |
Note receivable | (250,000) | |
Increase (decrease) in: | ||
Accounts payable, accrued expenses and contingent liability | (978,912) | 305,661 |
Cash used by operating activities | (264,497) | (217,510) |
Cash Flows From Financing Activities | ||
Proceeds of notes payable - related parties | 155,594 | |
Repayment of notes payable - related party | (2,000) | |
Proceeds of notes payable | 30,000 | |
Proceeds of convertible notes payable | 65,000 | |
Repayment of convertible notes payable | (100,000) | |
Proceeds from lines of credit, net of financing costs | 6,915 | 6,268 |
Payment of lines of credit | (15,647) | (7,090) |
Proceeds from sales of Series B preferred stock | 100,000 | |
Proceeds from sales of Series C preferred stock | 158,480 | 150,000 |
Proceeds from sales of Series C preferred stock to related parties | 1,528 | |
Proceeds from sales of common stock to related parties | 12,503 | |
Cash (used)/provided by financing activities | 282,373 | 279,178 |
Net Increase (decrease) in Cash and Cash Equivalents | 17,876 | 61,668 |
Cash and Cash Equivalents - beginning | 3,831 | |
Cash and Cash Equivalents - end | 17,876 | 65,499 |
Noncash investing and financing activities: | ||
Common stock issued for convertible debt | 897,720 | 74,319 |
Series C preferred shares issued for convertible debt | 686,745 | |
Common stock issued with convertible debt as financing cost | 240,790 | |
Common stock issued as consideration to related parties | 235,949 | |
Common stock issued for settlement of legal claims | 65,000 | |
Derivative liability associated with convertible devbt | $ 136,518 | |
Common stock issued for JCG acquisition contingency shares | 63,000 | |
Common stock issued for SA Acquisition | $ 2,730,000 | |
Common stock returned and cancelled | (534,305) | |
Series A preferred shares issued for CareClix acquisition | $ 2,500 |
Note 1. NATURE OF OPERATIONS AN
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Basis of Presentation Life On Earth, Inc. (the “Company”) is a public holding company formed in Delaware in April 2013, operating through wholly owned subsidiaries. Until December 31, 2021 as a result of the acquisition of SmartAxiom, Inc. in May 2021, the Company On December 17, 2021, the Company entered into a Stock Purchase Agreement (“SPA”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”) to acquire four CareClix subsidiary companies On December 31, 2021, under the terms of a Management Operating Agreement, the Company agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement to be filed by the Company for the shares to be issued as part of the consideration Under the terms of the SPA, the Company will acquired 100% ownership of the four subsidiaries of SOLI, which included CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”) effective with the final closing. In exchange for ownership of the CareClix Group, the Company agreed to issue the following securities to the common shareholders of SOLI: 1. 50,000,000 shares of common stock; 2. 2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix have a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock with conversion occurring automatically when the Company’s Articles of Incorporation have been amended to authorize sufficient common shares for the conversion. The net effect of these two share issuances will be that common shares of SOLI held before the transaction will be exchanged for common shares of the Company on a 1 for 1 basis. 3. 4,000,000 shares of Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second installment of Series A shares was to be issued by February 14, 2022 but have not yet been issued and the final installment was due to be issued by March 31, 2022, but have also not yet been issued at the date of this Report. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders. Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately seventy-five percent of the Company’s issued and outstanding common equity on a fully diluted basis and will hold more than eighty-five percent of the total shareholder voting power. The final closing of the transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed by the Company registering the issuance of the shares of common stock and shares of Series E Preferred Stock to the common shareholders of SOLI. The Company has undertaken to file the S-4 registration statement, which will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies by the Company is completed. Pending the final closing, SOLI and the Company completed the operational changes under the Management Operating Agreement effective December 31, 2021, so that the CareClix Group and the Company began acting as a unit pending the effective date of the S-4 registration statement and issuance by the Company of the remainder of the agreed consideration. Under GAAP, the financial results of the CareClix subsidiaries cannot be consolidated with the Company’s financial results in this Report and will not be consolidated until the final closing but are reported on a pro forma basis in these Footnotes. See Note 5. On March 8, 2022, the Company executed a Stock Purchase and Mutual Release Agreement (the “Agreement”) under which the Company divested its ownership of the former subsidiary SmartAxiom, Inc. (“SA”), effective December 31, 2021. The decision was made due to certain critical factors including, but not limited to, 1) the Company’s new focus exclusively on the medical technology industry, 2) the slow progress of performance from SA in comparison to the results already underway with the CareClix acquisition, and 3) redeployment of resources to the growth potential of the CareClix group of companies. Under the Agreement, the Company agreed to transfer all of its equity ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return to the Company for cancellation: (ii) 7,794,695 shares of our common stock; and (ii) 128,822 shares of our Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and cancellation of remaining 64,942 shares of Series D Preferred Stock currently held by other former shareholders of SA. A total of 16,236 Preferred D shares are expected to remain outstanding. By agreement among the parties, the divestiture of SA was deemed legally effective as of December 31, 2021. The Agreement also contains mutual releases amongst the parties. Effective December 31, 2021, the Company determined that its subsidiaries Victoria’s Kitchen and The Chill Group both of which had been inactive for some time, should be discontinued, resulting in a loss for the period ended February 28, 2022. See, Note 6. Discontinued Operations. The accompanying financial statements include only the financial statements of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Revenue Recognition In May 2014, the FASB issued guidance codified in ASC 606 which amends the guidance in former ASC 605, “Revenue Recognition.” The core principle of the standard is to recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The standard also requires additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when services are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product or delivery of services). The Company primarily receives fixed consideration for sales of product and services. Shipping and handling amounts are included in cost of goods sold. Sales tax and other similar taxes are excluded from net sales. Sales are recorded net of provisions for discounts The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year. Net Loss Per Common Share Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. As of February 28, 2022, and May 31, 2021, respectively, warrants and convertible notes payable could be converted into approximately 4,804,000 and 3,088,000 shares of common stock, respectively. Income Taxes The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of February 28, 2022, and May 31, 2021, and does not expect this to change significantly over the next 12 months. Accounting for Equity Awards The cost of services received in exchange for an award of equity instruments related to employees and non-employees is based on the grant-date unadjusted fair value of the award and allocated over the requisite service period of the award. Cash and Cash Equivalents The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. On February 28, 2022, and May 31, 2021, respectively, the Company had cash and cash equivalents of $17,877 0 Advertising Advertising and promotion costs are expensed as incurred and amounted to approximately $1,262 895 Business combination GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, whereby the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statements of operations and comprehensive income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company expects to have an independent valuation and allocation of the consideration for the CareClix acquisition to be completed on the final closing of the transaction. Deferred Finance Cost Deferred financing costs or debt issuance costs are costs associated with issuing debt, such as various fees and commissions paid to investment banks, law firms, auditors, regulators, and so on. Since these payments do not generate future benefits, they are treated as a contra debt account. The costs are capitalized, reflected in the balance sheet as a contra long-term liability, and amortized using the effective interest method or over the finite life of the underlying debt instrument, if below de minimis. Derivative Liability The Company accounts for certain instruments, which do not have fixed settlement provisions, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. This is due to the conversion features of certain convertible notes payable being tied to the market value of our common stock. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in estimated fair value are recorded as non-cash adjustments within other income (expenses), in the Company’s accompanying Statements of Operations. There were no derivative liabilities remaining at February 28, 2022. Recent Accounting Pronouncements Management does not believe that any recently issued, or not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Note 2 - BASIS OF REPORTING AND
Note 2 - BASIS OF REPORTING AND GOING CONCERN | 9 Months Ended |
Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 2 - BASIS OF REPORTING AND GOING CONCERN | Note 2 - BASIS OF REPORTING AND GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $22,600,000 1,570,000 1,317,000 92,600 |
Note 3 - CONCENTRATIONS
Note 3 - CONCENTRATIONS | 9 Months Ended |
Feb. 28, 2022 | |
Risks and Uncertainties [Abstract] | |
Note 3 - CONCENTRATIONS | Note 3 - CONCENTRATIONS Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash in banks is insured by the FDIC up to $ 250,000 Sales and Accounts Receivable The Company had no sales and no accounts receivable at February 28, 2022 or at May 31, 2021. |
Note 4 _ FAIR VALUE MEASUREMENT
Note 4 – FAIR VALUE MEASUREMENTS | 9 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Note 4 – FAIR VALUE MEASUREMENTS | Note 4 – FAIR VALUE MEASUREMENTS The Company follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic Financial assets and liabilities recorded on the accompanying condensed balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 – Inputs include the following: • Quoted prices for similar assets and liabilities in active markets • Quoted prices for identical or similar assets or liabilities in markets that are not active • Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (i.e., interest rate and yield curve quotes at commonly quoted intervals) • Inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The level in the fair value hierarchy within which the fair value measurement is classified is determined based upon the lowest level of input that is significant to the fair value measurement in its entirety. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash and cash equivalents, accounts payable and accrued expenses and notes payable. The carrying value of our contingent liability approximated the fair value as of February 28, 2022, in considering Level 1 inputs within the hierarchy. The carrying value of our derivative liability as of May 31, 2021, approximated the fair value in considering Level 3 inputs within the hierarchy. The Company’s derivative liability was measured at fair value using the Black Scholes valuation methodology. There was no derivative liability remaining at February 28, 2022. |
Note 5 _ CareClix Acquisition
Note 5 – CareClix Acquisition | 9 Months Ended |
Feb. 28, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Note 5 – CareClix Acquisition | Note 5 – CareClix Acquisition On December 17, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”). On December 31, 2021, under the terms of a Management Operating Agreement, the Company agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement for the shares to be issued to the SOLI shareholders as part of the consideration. In the partial closing, the Company acquired 100% ownership of four subsidiaries of SOLI, which included CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”). In exchange for ownership of the CareClix Group, the Company agreed to issue the following securities directly to the common shareholders of SOLI: · 50,000,000 shares of common stock; and 2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock, with a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock with conversion occurring automatically when the Company’s Articles of Incorporation are amended to authorize sufficient common shares for the conversion. · 4,000,000 shares of Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second and third installments have not yet been issued as of the date of this report. Shares of Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders. Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately 75 percent of our issued and outstanding common equity on a fully diluted basis and will hold more than 85 percent of the Company’s total shareholder voting power. The final closing of the transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed by the Company registering the issuance of the shares of common stock and shares of Series E Preferred Stock to the common shareholders of CareClix. The S-4 registration statement will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies by the Company is completed. Pending the final closing, SOLI and the Company have completed the operational changes under the Management Operating Agreement effective December 31, 2021, so that the CareClix Group and the Company began acting as a unit pending the effective date of the S-4 registration statement and issuance by the Company of the remainder of the agreed consideration. The combined financial results of the LFER and CareClix companies for the year ended May 31, 2021 and the nine month periods ended February 28, 2022, on a unaudited, proforma basis are as follows: Life On Earth, Inc. Notes to Condensed Financial Statements For the nine months ended February 28, 2022 (Unaudited) Life On Earth, Inc. Condensed Combined Pro Forma Balance Sheets May 31, 2021 (Unaudited) LFER CareClix Adjustments Ref Combined ASSETS Current Assets Cash and cash equivalents $ — $ 205,972 $ 205,972 Accounts receivable, net — 295,120 295,120 Prepaid expenses 70,000 73,481 143,481 Due from LFER Other current receivable Deposited funds 61,635 61,635 Current assets of discontinued operations 43,656 43,656 Total current assets 113,656 636,208 — 749,864 Other Assets Fixed assets, net 41,297 41,297 Investment in CareClix Note receivable Goodwill 828,216 (828,216 ) a — Intangible assets Amortization of intangible assets Intangible assets, net 798,610 5,553,315 b 6,351,925 Right to use asset 102,000 102,000 Other assets of discontinued operations 5,105,687 5,105,687 Total Assets $ 5,219,343 $ 2,406,331 $ 4,725,099 $ 12,350,773 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 2,043,793 $ 742,260 2,786,053 Accrued dividends payable on preferred shares 9,750 9,750 Accrued interest of related party debt 9,422 9,422 Accrued contingent liability for the purchase cost of the SA acquisition 5,044,127 5,044,127 Contingent liability 415,227 415,227 Derivative liability 110,588 110,588 Deferred revenue — 167,321 167,321 Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively 49,069 49,069 Notes payable 30,000 2,421,303 (2,421,303 ) a 30,000 Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively 1,932,964 1,932,964 Lines of credit 15,334 19,849 35,183 Operating lease liability — 102,000 102,000 Current liabilities of discontinued operations 220,860 220,860 Total Liabilities 9,881,134 3,452,733 (2,421,303 ) 10,912,564 Commitments and contingencies Stockholders' Deficiency Preferred stock, $0.001 par value; 10,000,000 shares authorized, Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021 1,200 4,000 b 5,200 Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively 100 — 100 Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021 290 — 290 Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021 210 — 210 Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021 — — 2,100 b 2,100 Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 29,549 1 49,999 b 79,549 Additional paid-in capital 13,942,216 1,899,999 5,497,216 b 21,339,431 Accumulated deficit (18,635,356 ) (2,946,402 ) 1,593,087 a (19,988,671 ) Total Stockholders' Deficiency (4,661,791 ) (1,046,402 ) 7,146,402 1,438,209 Total Liabilities and Stockholders' Deficiency $ 5,219,343 $ 2,406,331 $ 4,725,099 $ 12,350,773 The accompanying notes are an integral part of these condensed combined pro forma financial statements. Life On Earth, Inc. Notes to Condensed Financial Statements For the nine months ended February 28, 2022 (Unaudited) Life On Earth, Inc. Condensed Combined Pro Forma Statements of Operations For the year ended ended May 31, 2021 (Unaudited) LFER CareClix Adjustments Ref Combined Revenues $ — $ 6,218,043 $ 6,218,043 Cost of sales — 1,181,111 1,181,111 Gross profit — 5,036,932 — 5,036,932 Total operating expenses 663,564 6,539,771 (1,593,087 ) a 5,610,248 Loss from operations (663,564 ) (1,502,839 ) 1,593,087 (573,316 ) Other income and (expenses) (745,374 ) 18,856 (726,518 ) Loss from continuing operations (1,408,938 ) (1,483,983 ) 1,593,087 (1,299,834 ) Loss on discontinued operations (25,135 ) Loss on sale of subsidiary Gain on disposal of subsidiaries Net loss (1,434,073 ) (1,483,983 ) 1,593,087 (1,299,834 ) The accompanying notes are an integral part of these condensed combined pro forma financial statements. Notes to the Condensed Combined Pro Forma Financial Statements a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix b -To record the acquisition of CareClix subsidiaries. LFER CareClix Adjustments Ref Combined ASSETS Current Assets Cash and cash equivalents $ 17,877 $ 282,992 $ 300,869 Accounts receivable, net — 258,743 258,743 Prepaid expenses — 116,443 116,443 Due from LFER — 92,600 92,600 Other current receivable 3,389 — 3,389 Total current assets 21,266 750,778 — 772,044 Other Assets Fixed assets, net 41,297 41,297 Investment in CareClix 2,500 (2,500 ) c — Note receivable 250,000 250,000 Goodwill 828,216 (828,216 ) a — Intangible assets 798,610 2,679,239 b 3,477,849 Amortization of intangible assets (521,676 ) d (521,676 ) Right to use asset 102,000 102,000 Total Assets $ 273,766 $ 2,520,901 $ 1,326,847 $ 4,121,514 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 603,021 $ 533,472 1,136,493 Accrued dividends payable on preferred shares 92,500 92,500 Accrued interest of related party debt 9,020 9,020 Deferred revenue — 200,186 200,186 Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively 184,463 — 184,463 Notes payable 30,000 1,469,196 (1,469,196 ) a 30,000 Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively 665,418 665,418 Lines of credit 6,602 36,266 42,868 Operating lease liability — 102,000 102,000 Total Liabilities 1,591,024 2,341,120 (1,469,196 ) 2,462,948 Commitments and contingencies Stockholders' Deficiency Preferred stock, $0.001 par value; 10,000,000 shares authorized, Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021 3,700 1,500 b 5,200 Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively 100 — 100 Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021 2,614 — 2,614 Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021 16 — 16 Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021 — — 2,100 b 2,100 Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 71,823 1 49,999 b 121,823 Additional paid-in capital 21,173,763 1,899,999 2,623,140 b/c 25,696,902 Accumulated deficit (22,569,274 ) (1,720,219 ) 119,304 a/d (24,170,189 ) Total Stockholders' Deficiency (1,317,258 ) 179,781 2,796,043 1,658,566 Total Liabilities and Stockholders' Deficiency $ 273,766 $ 2,520,901 $ 1,326,847 $ 4,121,514 The accompanying notes are an integral part of these condensed combined pro forma financial statements. Life On Earth, Inc. Condensed Combined Pro Forma Statements of Operations For the nine months ended ended February 28, 2022 (Unaudited) LFER CareClix Adjustments Ref Combined Revenues $ — $ 1,907,480 $ 1,907,480 Cost of sales — 505,417 505,417 Gross profit — 1,402,063 — 1,402,063 Total operating expenses 1,916,718 1,751,038 (640,980 ) a/d 3,026,776 Loss from operations (1,916,718 ) (348,975 ) 640,980 (1,624,713 ) Other income and (expenses) 62,665 (820 ) 61,845 Loss from continuing operations (1,854,053 ) (349,795 ) 640,980 (1,562,868 ) Loss on discontinued operations (971,091 ) (971,091 ) Loss on sale of subsidiary (1,135,279 ) (1,135,279 ) Gain on disposal of subsidiaries 26,505 26,505 Net loss $ (3,933,918 ) $ (349,795 ) $ 640,980 $ (3,642,733 ) The accompanying notes are an integral part of these condensed combined pro forma financial statements. Notes to the Condensed Combined Pro Forma Financial Statements a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix b -To record the acquisition of CareClix subsidiaries. c -To eliminate Investment in CareClix d -Amortize intangible assets acquired from CareClix over 60 months ($3,477,849 / 60 mos = $57,964 per mo.) |
Note 6 _ Discontinued Operation
Note 6 – Discontinued Operations | 9 Months Ended |
Feb. 28, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note 6 – Discontinued Operations | Note 6 – Discontinued Operations SmartAxiom On March 8, 2022, the Company executed a Stock Purchase and Mutual Release Agreement (the “Agreement”) under which the Company divested its ownership of the former subsidiary SmartAxiom, Inc. (“SA”), effective December 31, 2021. The decision was made due to certain critical factors including, but not limited to, 1) the focus of the Company exclusively on the medical technology industry, 2) the slow progress of performance from SA in comparison to the results already underway with the CareClix acquisition, and 3) redeployment of resources to the growth potential of the CareClix group of companies. Under the Agreement, the Company agreed to transfer all ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return for cancellation: (ii) 7,794,695 shares of common stock; and (ii) 128,822 shares of Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and cancellation of the remaining outstanding 64,942 shares of Series D Preferred Stock currently held by other former shareholders of SA. In connection with the Agreement, SA issued to the Company an 8% $250,000 $6,250,000 The following table summarizes the disposition of the SA subsidiary: Net assets sold $ 1,669,584 Sales Price $ 534,305 Loss from sale of Subsidiary $ 1,135,279 During the three months ended February 28, 2022, the Company’s Board of Directors resolved to dispose of its subsidiaries Victoria’s Kitchen and The Chill Group. The following table summarizes the disposition of these subsidiaries: Total Victoria's Kitchen The Chill Group Net assets disposed $ 261,110 $ 155,505 $ 105,605 Net liabilities disposed $ (287,615 ) $ (151,117 ) $ (136,498 ) Gain on disposal of subsidiaries $ (26,505 ) $ 4,388 $ (30,893 ) |
Note 7 _ NOTES PAYABLE _ RELATE
Note 7 – NOTES PAYABLE – RELATED PARTY PAYABLES | 9 Months Ended |
Feb. 28, 2022 | |
Note 7 Notes Payable Related Party Payables | |
Note 7 – NOTES PAYABLE – RELATED PARTY PAYABLES | Note 7 – NOTES PAYABLE – RELATED PARTY PAYABLES The following table summarizes the Company’s Notes Payable – Related Parties as of February 28, 2022: Notes Payable-Related Party Issue Date Maturity Date Interest Rate Original Amount Accumulated Payments as of February 28, 2022 Accumulated Accrued interest on Note Conversion into Common & Preferred C shares Unamortized Deferred Financing Costs as of February 28, 2022 Balance February 28, 2022 1/23/2019 3/1/2020 20 % $ 10,000 $ — $ 5,419 $ (15,419 ) $ — 1/28/2020 1/28/2021 20 % $ 8,200 $ — $ 2,781 $ (10,981 ) $ — 2/20/2020 2/19/2021 5 % $ 45,169 $ 16,300 $ 3,729 $ 32,599 6/15/2021 6/29/2021 8 % $ 60,976 $ — $ 3,448 $ 64,424 10/6/2021 10/6/2022 10 % $ 10,000 $ — $ 3971 $ 10,262 $ 135 10/6/2021 10/6/2022 10 % $ 7,500 $ — $ 298 $ 10,262 $ (2,464 ) 11/10/2021 11/10/2022 10 % $ 10,000 $ — $ 301 $ 4,958 $ 5,343 Various Various 6 % $ 92,600 $ — $ 846 $ — $ 93,446 $ 9,020 $ 25,482 $ 193,483 The following table summarizes the Company’s Notes Payable – Related Parties as of May 31, 2021: Issue Date Maturity Date Interest Rate Original Amount Accumulated Payments as of May 31, 2021 Accumulated Accrued interest on Note Conversion into Common & Preferred C shares Unamortized Deferred Financing Costs as of May 31, 2021 Balance May 31, 2021 1/23/2019 3/1/2020 20 % $ 10,000 $ — $ 4,707 $ — $ — $ 14,707 1/28/2020 1/28/2021 20 % $ 8,200 $ — $ 2,197 $ — $ — $ 10,397 2/20/2020 2/19/2021 5 % $ 45,169 $ 14,300 $ 2,518 $ — $ — $ 33,387 $ — $ 58,491 On January 23, 2019, ESD issued a demand note in the amount of $10,000 to a related party. The note is unsecured, bears interest at an annual rate of 20% and had an original maturity date of March 1, 2019. On March 12, 2019, the obligations due under the terms of the note were assigned to the Company. The maturity date on the note has been extended to March 1, 2020. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $208 and $712, respectively, and during the three and nine months ended February 28, 2021, the Company recorded interest expense of $500 and $1,004, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $15,419, including accrued interest of $5,419, into 77,100 shares of the Company’s common stock at $0.10 per share, and 7,710 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions. On January 28, 2020, the Company issued a demand note in the amount of $8,200 to a related party. The note is unsecured, bears interest at an annual rate of 20% and has maturity date of January 28, 2021. During the three and nine months ended February 28, 2022 the Company recorded interest expense of $171 and $584, respectively, and, during the three and nine months ended February 28, 2021 the Company recorded interest expense of $409 and $821, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $10,981, including accrued interest of $2,781, into 54,910 shares of the Company’s common stock at $0.10 per share, and 5,498 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions. Prior to ESD’s bankruptcy declaration, ESD became indebted to certain creditors in the total amount of $45,169 which indebtedness was personally guaranteed by Fernando Leonzo, the Company’s Chairman. The debt was not protected under the ESD bankruptcy. On February 20, 2020, the Company and Fernando Leonzo entered into an agreement under which Fernando Leonzo would discharge the indebtedness personally and directly and the Company would pay Fernando Leonzo, $3,000 per month beginning on February 21, 2020, until such time that the indebtedness is fully discharged. Interest will accrue at an annual rate of 5% on any monthly payments not made by the 21 st On June 15, 2021, the Company issued Mahmood Kahn, the Company’s CEO, a note in the amount of $121,976. The note bears interest at 8% per annum and a Maturity date of June 29, 2021. Also on June 15, 2021, the note holder converted $61,000 of the note into 61,000 Shares of Series C Preferred to the Holder at $1.00 per Series C Preferred Share, which upon said issuance reduced the Principal Amount of the note $60,976. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $1,203 and $3,448, respectively. On February 28, 2022, accrued interest on the note amounted to $3,448. On October 6, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $4,105 and $6,158, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $247 and $397, respectively. On February 28, 2022, accrued interest on the note amounted to $397. On October 6, 2021, the Company issued a demand note in the amount of $7,500 to John Romagosa, the Company’s President. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $4,105 and $6,158, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $185 and $298, respectively. On February 28, 2022, accrued interest on the note amounted to $298. On November 10, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of November, 2022. As consideration for the Note, the Company issued 100,000 of the Company’s common stock at $0.07. As a result of this transaction, Company recorded $7,000 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $1,750 and $2,042, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $247 and $301, respectively. On February 28, 2022, accrued interest on the note amounted to $301. During the three months ended February 28, 2022, the Company issued demand notes aggregating to a total amount of $92,600 to CareClix, Inc., a newly acquired subsidiary. The notes are unsecured, bears interest at an annual rate of 6% and each matures a year from the issue date. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $846, respectively. On February 28, 2022, accrued interest on the notes amounted to $846. |
Note 8 _ NOTES PAYABLE
Note 8 – NOTES PAYABLE | 9 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Note 8 – NOTES PAYABLE | Note 8 – NOTES PAYABLE On September 15, 2020, the Company issued a Note in the principal amount of $30,000 6% $444 1,346 2,175 |
Note 9 _ CONVERTIBLE NOTES PAYA
Note 9 – CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Feb. 28, 2022 | |
Note 9 Convertible Notes Payable | |
Note 9 – CONVERTIBLE NOTES PAYABLE | Note 9 – CONVERTIBLE NOTES PAYABLE The following table summarizes the Company’s convertible notes payable as of February 28, 2022 and May 31, 2021: February 28, 2022 May 31, 2021 Unamortized deferred finance costs and original issue discount Principal Net Unamortized deferred finance costs and original issue discount Principal Net 2017 NPA Notes — — — — 737,500 737,500 The 2nd Note Offering — 27,002 27,002 — 280,000 280,000 2022 Note Issuances 10,262 65,000 54,738 — — — 2021 Note Issuances — 77,000 77,000 29,633 77,000 47,367 2020 Note Issuances — 155,331 155,331 — 385,500 385,500 2019 Note Issuances — 351,348 351,348 — 482,597 482,597 $ 10,262 $ 675,681 $ 665,419 $ 29,633 $ 1,962,597 $ 1,932,964 If all convertible notes are converted into common stock, approximately a total of 4,800,000 common shares would be issued |
Note 12 _ LINES OF CREDIT
Note 12 – LINES OF CREDIT | 9 Months Ended |
Feb. 28, 2022 | |
Note 12 Lines Of Credit | |
Note 12 – LINES OF CREDIT | Note 12 – LINES OF CREDIT In April 2017, the Company entered a credit line with a small business lender that allows the Company to borrow up to $35,000 6% $6,602 |
Note 13 _ CAPITAL STOCK
Note 13 – CAPITAL STOCK | 9 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Note 13 – CAPITAL STOCK | Note 13 – CAPITAL STOCK As of February 28, 2022, the authorized common stock of the Company was 200,000,000 $0.001 10,000,000 0.001 Common Stock At February 28, 2022 there were 71,822,753 Shares of common stock issued for services The Company issues shares of common stock in exchange for financing and services provided by select individuals and or vendors. During the nine months ended February 28, 2022, and 2021 the Company issued 2,581,592 and 0 shares, respectively. The shares were issued at prices ranging from $0.07 to $0.156 per share. Also, on February 4, 2022, the Company issued shares of common stock and Series C preferred shares to members of the Board of Directors at par value in exchange for services provided. The following table summarizes the shares issued to the members of the Board of Directors. The difference between the fair value of the shares acquired and the acquisition price has been recognized as officers’ compensation in the statement of operations for the nine months ended February 28, 2022 Number of Shares Acquired Acquisition Price Compensation Common Stock Series C Preferred Common Stock Consideration Shares Common Stock Series C Preferred Common Stock Consideration Shares Common Stock Series C Preferred Common Stock Consideration Shares Total Robert Gunther 2,678,672 327,393 654,786 $ 2,678 $ 327 $ — $ 204,115 $ 327,066 $ 50,549 $ 581,731 Juan Carlos Romagossa 2,815,279 344,090 688,180 $ 2,815 $ 344 $ — $ 214,525 $ 343,746 $ 53,127 $ 611,398 Fernando Leonzo 3,019,602 369,062 738,124 $ 3,020 $ 369 $ — $ 230,093 $ 368,693 $ 56,983 $ 655,769 Mahmood Kahn 3,989,624 487,621 975,242 $ 3,990 $ 486 $ — $ 304,009 $ 487,135 $ 75,289 $ 866,433 12,503,177 1,528,166 3,056,332 $ 12,503 $ 1,526 $ — $ 952,742 $ 1,526,640 $ 235,949 $ 2,715,331 Preferred Stock On February 28, 2022, the following shares of preferred stock were outstanding: Series A Preferred Stock Holder Shares Outstanding Fernando Oswaldo Leonzo 600,000 Robert Gunther 300,000 John Romagosa 200,000 Mahmood Kahn 100,000 Charles Scott 2,500,000 Total 3,700,000 The Series A Preferred Shares do not have a liquidation preferences or a preferred dividend, but have 50-1 preferred voting rights. Series B Preferred Stock Holder Number of Shares J.Craig Holding Corp. 50,000 Massoud Toghraie 25,000 John Romagosa 25,000 Total 100,000 The Series B Preferred Shares have no voting rights, are convertible at the election of the holder into common shares on the basis of a 25% premium to the 20 day VWAP price and have an annual cash dividend of 10 percent, payable quarterly Series C Preferred Stock Preferred C Shares - Outstanding as of February Holder Number of Shares Dr. Anshu Sharma, M.D. 150,000 Mahmood Kahn 111,000 W.S. Gamble 20,000 Quick Capital LLC 100,000 Juan R Romagosa 30,500 Axon Capital Management, Inc. 28,000 Odyssey Capital 66,333 Robert Ley 9,612 Jesus Rodriguez 9,142 John Carlos Romagosa 13,201 Masoud Taghraie 65,625 Shircoo 481,796 Robert Gunther 327,393 Mahmood Kahn 487,621 John Carlos Romagosa 344,090 Fernando Leonzo 369,062 Total 2,613,375 The Company has designated 3,000,000 shares of Series C Preferred Stock, par value $0.001 per share. The Series C Preferred Stock does not have liquidation preferences. has no voting rights except on conversion, and carries a preferred annual cash dividend of 10% payable quarterly. The Series C Preferred Stock are convertible at the election of the holder into common shares on the basis of a 25% premium to the 10 day VWAP price with a $0.10 floor. Series D Preferred Stock The Company has designated 210,000 shares of Series D Preferred Stock, par value $0.001 per share. As of February 28, 2022, 16,236 shares of Series D Preferred Stock were issued and outstanding due to the disposition of the SA subsidiary. The Series D Preferred Stock does not have liquidation preferences. The Series D Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. Each share of the Series D preferred stock converts into 10 shares of the Company’s common stock. The Series D Preferred Stock pays no dividend. Series E Preferred Stock The Company has designated 2,100,000 shares as Series E Preferred Stock to be issued at the final closing of the CareClix Group acquisition. The Series E Preferred Shares have no voting rights, preferred dividend or liquidation preference but convert automatically into common stock at a 1 for 100 basis on the increase in authorized common stock in an amount sufficient to permit that conversion. Warrants outstanding February, 28 2022 May 31, 2021 Weighted Weighted Average Average Warrants Exercise price Warrants Exercise price Exercisable – June 1, --- $ --- 349,000 $ 4.25 Exercised — — — — Expired $ --- — — Outstanding - - 349,000 $ 4.25 Exercisable – at end of period - 349,000 $ 4.25 |
Note 14 - COMMITMENTS AND CONTI
Note 14 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Feb. 28, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 14 - COMMITMENTS AND CONTINGENCIES | Note 14 - COMMITMENTS AND CONTINGENCIES On October 21, 2021, a judgment was entered against the Company and in favor of a former employee. Under the terms of the judgment, the Company is required to (i) pay the former employee a total of $60,000 issue the former employee 500,000 shares of the Company’s common stock at $0.10 per share $8,923 On March 16, 2021, we received a complaint filed by Anshu Sharma and Aditya Sharma against the Company and the Company's officers/directors in the County of Hennepin, Minnesota (District Court; Fourth Judicial District) in connection with our agreement regarding an investment by the Plaintiffs in our Preferred C Shares. On March 29, 2021, we filed “Defendant’s Joint Motion to Dismiss” to dismiss the complaint. The Company believes that there is no merit to the complaint, and it intends to vigorously defend this matter. On February 22, 2022 the Court dismissed the case. |
Note 15 - INCOME TAXES
Note 15 - INCOME TAXES | 9 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Note 15 - INCOME TAXES | Note 15 - INCOME TAXES The deferred tax attributes consist of the following: February 28, 2022 May 31, 2021 Net operating loss carryforward $ 5,805,000 $ 4,743,000 Stock based compensation 1,392,000 1,327,000 Valuation allowance (7,197,000 ) (6,070,000 ) Deferred tax asset, net $ — $ — During the nine months ended February 28, 2022, the valuation allowance increased by approximately $ 1,127,000 The deferred tax asset differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income taxes. The sources and tax effects of the differences are as follows: Effective Income Tax Rate Reconciliation February 28, 2022 May 31, 2021 Federal Rate 21 % 21 % State Rate 6 % 6 % Valuation Allowance (27 )% (27 )% Effective income tax rate 0 % 0 % As of February 28, 2022, the Company has net operating loss carryforwards of approximately $ 20,600,000 The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examinations |
Note 16 - - SUBSEQUENT EVENTS
Note 16 - - SUBSEQUENT EVENTS | 9 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Note 16 - - SUBSEQUENT EVENTS | Note 16 - - SUBSEQUENT EVENTS Effective April 4, 2022, the Company subsidiary, CareClix, Inc, entered into an SaaS contract with GlobeMed Ltd., the largest third party benefits administrator in the Middle East. See Form 8-K filed with the SEC on April 11, 2022. |
Note 1. NATURE OF OPERATIONS _2
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Life On Earth, Inc. (the “Company”) is a public holding company formed in Delaware in April 2013, operating through wholly owned subsidiaries. Until December 31, 2021 as a result of the acquisition of SmartAxiom, Inc. in May 2021, the Company On December 17, 2021, the Company entered into a Stock Purchase Agreement (“SPA”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”) to acquire four CareClix subsidiary companies On December 31, 2021, under the terms of a Management Operating Agreement, the Company agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement to be filed by the Company for the shares to be issued as part of the consideration Under the terms of the SPA, the Company will acquired 100% ownership of the four subsidiaries of SOLI, which included CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”) effective with the final closing. In exchange for ownership of the CareClix Group, the Company agreed to issue the following securities to the common shareholders of SOLI: 1. 50,000,000 shares of common stock; 2. 2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix have a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock with conversion occurring automatically when the Company’s Articles of Incorporation have been amended to authorize sufficient common shares for the conversion. The net effect of these two share issuances will be that common shares of SOLI held before the transaction will be exchanged for common shares of the Company on a 1 for 1 basis. 3. 4,000,000 shares of Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second installment of Series A shares was to be issued by February 14, 2022 but have not yet been issued and the final installment was due to be issued by March 31, 2022, but have also not yet been issued at the date of this Report. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders. Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately seventy-five percent of the Company’s issued and outstanding common equity on a fully diluted basis and will hold more than eighty-five percent of the total shareholder voting power. The final closing of the transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed by the Company registering the issuance of the shares of common stock and shares of Series E Preferred Stock to the common shareholders of SOLI. The Company has undertaken to file the S-4 registration statement, which will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies by the Company is completed. Pending the final closing, SOLI and the Company completed the operational changes under the Management Operating Agreement effective December 31, 2021, so that the CareClix Group and the Company began acting as a unit pending the effective date of the S-4 registration statement and issuance by the Company of the remainder of the agreed consideration. Under GAAP, the financial results of the CareClix subsidiaries cannot be consolidated with the Company’s financial results in this Report and will not be consolidated until the final closing but are reported on a pro forma basis in these Footnotes. See Note 5. On March 8, 2022, the Company executed a Stock Purchase and Mutual Release Agreement (the “Agreement”) under which the Company divested its ownership of the former subsidiary SmartAxiom, Inc. (“SA”), effective December 31, 2021. The decision was made due to certain critical factors including, but not limited to, 1) the Company’s new focus exclusively on the medical technology industry, 2) the slow progress of performance from SA in comparison to the results already underway with the CareClix acquisition, and 3) redeployment of resources to the growth potential of the CareClix group of companies. Under the Agreement, the Company agreed to transfer all of its equity ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return to the Company for cancellation: (ii) 7,794,695 shares of our common stock; and (ii) 128,822 shares of our Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and cancellation of remaining 64,942 shares of Series D Preferred Stock currently held by other former shareholders of SA. A total of 16,236 Preferred D shares are expected to remain outstanding. By agreement among the parties, the divestiture of SA was deemed legally effective as of December 31, 2021. The Agreement also contains mutual releases amongst the parties. Effective December 31, 2021, the Company determined that its subsidiaries Victoria’s Kitchen and The Chill Group both of which had been inactive for some time, should be discontinued, resulting in a loss for the period ended February 28, 2022. See, Note 6. Discontinued Operations. The accompanying financial statements include only the financial statements of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued guidance codified in ASC 606 which amends the guidance in former ASC 605, “Revenue Recognition.” The core principle of the standard is to recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The standard also requires additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when services are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product or delivery of services). The Company primarily receives fixed consideration for sales of product and services. Shipping and handling amounts are included in cost of goods sold. Sales tax and other similar taxes are excluded from net sales. Sales are recorded net of provisions for discounts The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year. |
Net Loss Per Common Share | Net Loss Per Common Share Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. As of February 28, 2022, and May 31, 2021, respectively, warrants and convertible notes payable could be converted into approximately 4,804,000 and 3,088,000 shares of common stock, respectively. |
Income Taxes | Income Taxes The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of February 28, 2022, and May 31, 2021, and does not expect this to change significantly over the next 12 months. |
Accounting for Equity Awards | Accounting for Equity Awards The cost of services received in exchange for an award of equity instruments related to employees and non-employees is based on the grant-date unadjusted fair value of the award and allocated over the requisite service period of the award. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. On February 28, 2022, and May 31, 2021, respectively, the Company had cash and cash equivalents of $17,877 0 |
Advertising | Advertising Advertising and promotion costs are expensed as incurred and amounted to approximately $1,262 895 |
Business combination | Business combination GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, whereby the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statements of operations and comprehensive income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company expects to have an independent valuation and allocation of the consideration for the CareClix acquisition to be completed on the final closing of the transaction. |
Deferred Finance Cost | Deferred Finance Cost Deferred financing costs or debt issuance costs are costs associated with issuing debt, such as various fees and commissions paid to investment banks, law firms, auditors, regulators, and so on. Since these payments do not generate future benefits, they are treated as a contra debt account. The costs are capitalized, reflected in the balance sheet as a contra long-term liability, and amortized using the effective interest method or over the finite life of the underlying debt instrument, if below de minimis. |
Derivative Liability | Derivative Liability The Company accounts for certain instruments, which do not have fixed settlement provisions, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. This is due to the conversion features of certain convertible notes payable being tied to the market value of our common stock. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in estimated fair value are recorded as non-cash adjustments within other income (expenses), in the Company’s accompanying Statements of Operations. There were no derivative liabilities remaining at February 28, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, or not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Note 5 _ CareClix Acquisition (
Note 5 – CareClix Acquisition (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | LFER CareClix Adjustments Ref Combined ASSETS Current Assets Cash and cash equivalents $ — $ 205,972 $ 205,972 Accounts receivable, net — 295,120 295,120 Prepaid expenses 70,000 73,481 143,481 Due from LFER Other current receivable Deposited funds 61,635 61,635 Current assets of discontinued operations 43,656 43,656 Total current assets 113,656 636,208 — 749,864 Other Assets Fixed assets, net 41,297 41,297 Investment in CareClix Note receivable Goodwill 828,216 (828,216 ) a — Intangible assets Amortization of intangible assets Intangible assets, net 798,610 5,553,315 b 6,351,925 Right to use asset 102,000 102,000 Other assets of discontinued operations 5,105,687 5,105,687 Total Assets $ 5,219,343 $ 2,406,331 $ 4,725,099 $ 12,350,773 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 2,043,793 $ 742,260 2,786,053 Accrued dividends payable on preferred shares 9,750 9,750 Accrued interest of related party debt 9,422 9,422 Accrued contingent liability for the purchase cost of the SA acquisition 5,044,127 5,044,127 Contingent liability 415,227 415,227 Derivative liability 110,588 110,588 Deferred revenue — 167,321 167,321 Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively 49,069 49,069 Notes payable 30,000 2,421,303 (2,421,303 ) a 30,000 Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively 1,932,964 1,932,964 Lines of credit 15,334 19,849 35,183 Operating lease liability — 102,000 102,000 Current liabilities of discontinued operations 220,860 220,860 Total Liabilities 9,881,134 3,452,733 (2,421,303 ) 10,912,564 Commitments and contingencies Stockholders' Deficiency Preferred stock, $0.001 par value; 10,000,000 shares authorized, Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021 1,200 4,000 b 5,200 Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively 100 — 100 Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021 290 — 290 Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021 210 — 210 Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021 — — 2,100 b 2,100 Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 29,549 1 49,999 b 79,549 Additional paid-in capital 13,942,216 1,899,999 5,497,216 b 21,339,431 Accumulated deficit (18,635,356 ) (2,946,402 ) 1,593,087 a (19,988,671 ) Total Stockholders' Deficiency (4,661,791 ) (1,046,402 ) 7,146,402 1,438,209 Total Liabilities and Stockholders' Deficiency $ 5,219,343 $ 2,406,331 $ 4,725,099 $ 12,350,773 The accompanying notes are an integral part of these condensed combined pro forma financial statements. Life On Earth, Inc. Notes to Condensed Financial Statements For the nine months ended February 28, 2022 (Unaudited) Life On Earth, Inc. Condensed Combined Pro Forma Statements of Operations For the year ended ended May 31, 2021 (Unaudited) LFER CareClix Adjustments Ref Combined Revenues $ — $ 6,218,043 $ 6,218,043 Cost of sales — 1,181,111 1,181,111 Gross profit — 5,036,932 — 5,036,932 Total operating expenses 663,564 6,539,771 (1,593,087 ) a 5,610,248 Loss from operations (663,564 ) (1,502,839 ) 1,593,087 (573,316 ) Other income and (expenses) (745,374 ) 18,856 (726,518 ) Loss from continuing operations (1,408,938 ) (1,483,983 ) 1,593,087 (1,299,834 ) Loss on discontinued operations (25,135 ) Loss on sale of subsidiary Gain on disposal of subsidiaries Net loss (1,434,073 ) (1,483,983 ) 1,593,087 (1,299,834 ) The accompanying notes are an integral part of these condensed combined pro forma financial statements. Notes to the Condensed Combined Pro Forma Financial Statements a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix b -To record the acquisition of CareClix subsidiaries. LFER CareClix Adjustments Ref Combined ASSETS Current Assets Cash and cash equivalents $ 17,877 $ 282,992 $ 300,869 Accounts receivable, net — 258,743 258,743 Prepaid expenses — 116,443 116,443 Due from LFER — 92,600 92,600 Other current receivable 3,389 — 3,389 Total current assets 21,266 750,778 — 772,044 Other Assets Fixed assets, net 41,297 41,297 Investment in CareClix 2,500 (2,500 ) c — Note receivable 250,000 250,000 Goodwill 828,216 (828,216 ) a — Intangible assets 798,610 2,679,239 b 3,477,849 Amortization of intangible assets (521,676 ) d (521,676 ) Right to use asset 102,000 102,000 Total Assets $ 273,766 $ 2,520,901 $ 1,326,847 $ 4,121,514 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 603,021 $ 533,472 1,136,493 Accrued dividends payable on preferred shares 92,500 92,500 Accrued interest of related party debt 9,020 9,020 Deferred revenue — 200,186 200,186 Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively 184,463 — 184,463 Notes payable 30,000 1,469,196 (1,469,196 ) a 30,000 Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively 665,418 665,418 Lines of credit 6,602 36,266 42,868 Operating lease liability — 102,000 102,000 Total Liabilities 1,591,024 2,341,120 (1,469,196 ) 2,462,948 Commitments and contingencies Stockholders' Deficiency Preferred stock, $0.001 par value; 10,000,000 shares authorized, Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021 3,700 1,500 b 5,200 Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively 100 — 100 Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021 2,614 — 2,614 Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021 16 — 16 Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021 — — 2,100 b 2,100 Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 71,823 1 49,999 b 121,823 Additional paid-in capital 21,173,763 1,899,999 2,623,140 b/c 25,696,902 Accumulated deficit (22,569,274 ) (1,720,219 ) 119,304 a/d (24,170,189 ) Total Stockholders' Deficiency (1,317,258 ) 179,781 2,796,043 1,658,566 Total Liabilities and Stockholders' Deficiency $ 273,766 $ 2,520,901 $ 1,326,847 $ 4,121,514 The accompanying notes are an integral part of these condensed combined pro forma financial statements. Life On Earth, Inc. Condensed Combined Pro Forma Statements of Operations For the nine months ended ended February 28, 2022 (Unaudited) LFER CareClix Adjustments Ref Combined Revenues $ — $ 1,907,480 $ 1,907,480 Cost of sales — 505,417 505,417 Gross profit — 1,402,063 — 1,402,063 Total operating expenses 1,916,718 1,751,038 (640,980 ) a/d 3,026,776 Loss from operations (1,916,718 ) (348,975 ) 640,980 (1,624,713 ) Other income and (expenses) 62,665 (820 ) 61,845 Loss from continuing operations (1,854,053 ) (349,795 ) 640,980 (1,562,868 ) Loss on discontinued operations (971,091 ) (971,091 ) Loss on sale of subsidiary (1,135,279 ) (1,135,279 ) Gain on disposal of subsidiaries 26,505 26,505 Net loss $ (3,933,918 ) $ (349,795 ) $ 640,980 $ (3,642,733 ) The accompanying notes are an integral part of these condensed combined pro forma financial statements. Notes to the Condensed Combined Pro Forma Financial Statements a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix b -To record the acquisition of CareClix subsidiaries. c -To eliminate Investment in CareClix d -Amortize intangible assets acquired from CareClix over 60 months ($3,477,849 / 60 mos = $57,964 per mo.) |
Note 7 _ NOTES PAYABLE _ RELA_2
Note 7 – NOTES PAYABLE – RELATED PARTY PAYABLES (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Note 7 Notes Payable Related Party Payables | |
Notes Payable-Related Party | Notes Payable-Related Party Issue Date Maturity Date Interest Rate Original Amount Accumulated Payments as of February 28, 2022 Accumulated Accrued interest on Note Conversion into Common & Preferred C shares Unamortized Deferred Financing Costs as of February 28, 2022 Balance February 28, 2022 1/23/2019 3/1/2020 20 % $ 10,000 $ — $ 5,419 $ (15,419 ) $ — 1/28/2020 1/28/2021 20 % $ 8,200 $ — $ 2,781 $ (10,981 ) $ — 2/20/2020 2/19/2021 5 % $ 45,169 $ 16,300 $ 3,729 $ 32,599 6/15/2021 6/29/2021 8 % $ 60,976 $ — $ 3,448 $ 64,424 10/6/2021 10/6/2022 10 % $ 10,000 $ — $ 3971 $ 10,262 $ 135 10/6/2021 10/6/2022 10 % $ 7,500 $ — $ 298 $ 10,262 $ (2,464 ) 11/10/2021 11/10/2022 10 % $ 10,000 $ — $ 301 $ 4,958 $ 5,343 Various Various 6 % $ 92,600 $ — $ 846 $ — $ 93,446 $ 9,020 $ 25,482 $ 193,483 The following table summarizes the Company’s Notes Payable – Related Parties as of May 31, 2021: Issue Date Maturity Date Interest Rate Original Amount Accumulated Payments as of May 31, 2021 Accumulated Accrued interest on Note Conversion into Common & Preferred C shares Unamortized Deferred Financing Costs as of May 31, 2021 Balance May 31, 2021 1/23/2019 3/1/2020 20 % $ 10,000 $ — $ 4,707 $ — $ — $ 14,707 1/28/2020 1/28/2021 20 % $ 8,200 $ — $ 2,197 $ — $ — $ 10,397 2/20/2020 2/19/2021 5 % $ 45,169 $ 14,300 $ 2,518 $ — $ — $ 33,387 $ — $ 58,491 |
Note 9 _ CONVERTIBLE NOTES PA_2
Note 9 – CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Note 9 Convertible Notes Payable | |
Note 9 Convertible Debt | February 28, 2022 May 31, 2021 Unamortized deferred finance costs and original issue discount Principal Net Unamortized deferred finance costs and original issue discount Principal Net 2017 NPA Notes — — — — 737,500 737,500 The 2nd Note Offering — 27,002 27,002 — 280,000 280,000 2022 Note Issuances 10,262 65,000 54,738 — — — 2021 Note Issuances — 77,000 77,000 29,633 77,000 47,367 2020 Note Issuances — 155,331 155,331 — 385,500 385,500 2019 Note Issuances — 351,348 351,348 — 482,597 482,597 $ 10,262 $ 675,681 $ 665,419 $ 29,633 $ 1,962,597 $ 1,932,964 |
Note 13 _ CAPITAL STOCK (Tables
Note 13 – CAPITAL STOCK (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Equity [Abstract] | |
Note 13 - SHARES FOR SERVICES | Number of Shares Acquired Acquisition Price Compensation Common Stock Series C Preferred Common Stock Consideration Shares Common Stock Series C Preferred Common Stock Consideration Shares Common Stock Series C Preferred Common Stock Consideration Shares Total Robert Gunther 2,678,672 327,393 654,786 $ 2,678 $ 327 $ — $ 204,115 $ 327,066 $ 50,549 $ 581,731 Juan Carlos Romagossa 2,815,279 344,090 688,180 $ 2,815 $ 344 $ — $ 214,525 $ 343,746 $ 53,127 $ 611,398 Fernando Leonzo 3,019,602 369,062 738,124 $ 3,020 $ 369 $ — $ 230,093 $ 368,693 $ 56,983 $ 655,769 Mahmood Kahn 3,989,624 487,621 975,242 $ 3,990 $ 486 $ — $ 304,009 $ 487,135 $ 75,289 $ 866,433 12,503,177 1,528,166 3,056,332 $ 12,503 $ 1,526 $ — $ 952,742 $ 1,526,640 $ 235,949 $ 2,715,331 |
Note 13 - CAPITAL STOCK - Preferred Stock A | Holder Shares Outstanding Fernando Oswaldo Leonzo 600,000 Robert Gunther 300,000 John Romagosa 200,000 Mahmood Kahn 100,000 Charles Scott 2,500,000 Total 3,700,000 |
Note 13 - CAPITAL STOCK - Preferred Stock B | Holder Number of Shares J.Craig Holding Corp. 50,000 Massoud Toghraie 25,000 John Romagosa 25,000 Total 100,000 |
Note 13 - CAPITAL STOCK - Preferred Stock C | Preferred C Shares - Outstanding as of February Holder Number of Shares Dr. Anshu Sharma, M.D. 150,000 Mahmood Kahn 111,000 W.S. Gamble 20,000 Quick Capital LLC 100,000 Juan R Romagosa 30,500 Axon Capital Management, Inc. 28,000 Odyssey Capital 66,333 Robert Ley 9,612 Jesus Rodriguez 9,142 John Carlos Romagosa 13,201 Masoud Taghraie 65,625 Shircoo 481,796 Robert Gunther 327,393 Mahmood Kahn 487,621 John Carlos Romagosa 344,090 Fernando Leonzo 369,062 Total 2,613,375 |
Warrants Activity | February, 28 2022 May 31, 2021 Weighted Weighted Average Average Warrants Exercise price Warrants Exercise price Exercisable – June 1, --- $ --- 349,000 $ 4.25 Exercised — — — — Expired $ --- — — Outstanding - - 349,000 $ 4.25 Exercisable – at end of period - 349,000 $ 4.25 |
Note 15 - INCOME TAXES (Tables)
Note 15 - INCOME TAXES (Tables) | 9 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Note 15 - INCOME TAXES - Deferred Tax | February 28, 2022 May 31, 2021 Net operating loss carryforward $ 5,805,000 $ 4,743,000 Stock based compensation 1,392,000 1,327,000 Valuation allowance (7,197,000 ) (6,070,000 ) Deferred tax asset, net $ — $ — |
Note 15 - INCOME TAXES - Effective Income Tax | Effective Income Tax Rate Reconciliation February 28, 2022 May 31, 2021 Federal Rate 21 % 21 % State Rate 6 % 6 % Valuation Allowance (27 )% (27 )% Effective income tax rate 0 % 0 % |
Note 1. NATURE OF OPERATIONS _3
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 17,877 | $ 0 |
Marketing and Advertising Expense | $ 1,262 | $ 895 |
Note 2 - BASIS OF REPORTING A_2
Note 2 - BASIS OF REPORTING AND GOING CONCERN (Details Narrative) - USD ($) | 4 Months Ended | 9 Months Ended | 77 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ (1,482,480) | $ (170,105) | $ (1,854,053) | $ (887,306) | $ 22,600,000 |
Working capital deficiency | 1,570,000 | 1,570,000 | |||
Net capital deficit | $ 1,317,000 | 1,317,000 | |||
[custom:AdvanceFromSusidiary] | $ 92,600 |
Note 3 - CONCENTRATIONS (Detail
Note 3 - CONCENTRATIONS (Details Narrative) | Feb. 28, 2022USD ($) |
Risks and Uncertainties [Abstract] | |
Cash, FDIC Insured Amount | $ 250,000 |
Note 5 - Condensed Combined Pro
Note 5 - Condensed Combined Pro Forma Balance Sheets (Details) - USD ($) | Feb. 28, 2022 | May 31, 2021 | Feb. 28, 2021 | Sep. 15, 2020 | May 31, 2020 |
Current Assets | |||||
Cash and cash equivalents | $ 17,877 | $ 0 | |||
Accounts receivable, net | 3,389 | 70,000 | |||
Current assets of discontinued operations | 43,656 | ||||
Total current assets | 21,266 | 113,656 | |||
Other Assets | |||||
Other assets of discontinued operations | 5,105,687 | ||||
Total Assets | 273,766 | 5,219,343 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 603,020 | 2,043,793 | |||
Accrued dividends payable on preferred shares | 92,500 | 9,750 | |||
Accrued interest of related party debt | 9,020 | 9,422 | |||
Accrued contingent liability for the purchase cost of the SA acquisition | 5,044,127 | ||||
Contingent liability | 415,227 | ||||
Derivative liability | 110,588 | ||||
Notes payable | 30,000 | 30,000 | $ 30,000 | ||
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively | 665,418 | 1,932,964 | |||
Lines of credit | 6,602 | 15,334 | |||
Current liabilities of discontinued operations | 220,860 | ||||
Total Liabilities | 1,591,023 | 9,881,134 | |||
Stockholders' Deficiency | |||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 | 71,823 | 29,549 | |||
Additional paid-in capital | 21,173,764 | 13,942,216 | |||
Accumulated deficit | (22,569,274) | (18,635,356) | |||
Total Stockholders' Deficiency | (1,317,257) | (4,661,791) | $ (4,848,831) | $ (4,285,844) | |
Total Liabilities and Stockholders' Deficiency | 273,766 | 5,219,343 | |||
Series A Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 3,700 | 1,200 | |||
Series B Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 100 | 100 | |||
Series C Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 2,614 | 290 | |||
Series D Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 16 | 210 | |||
CareClix | |||||
Current Assets | |||||
Cash and cash equivalents | 282,992 | 205,972 | |||
Accounts receivable, net | 258,743 | 295,120 | |||
Prepaid expenses | 116,443 | 73,481 | |||
Due from LFER | 92,600 | ||||
Other current receivable | |||||
Deposited funds | 61,635 | ||||
Total current assets | 750,778 | 636,208 | |||
Other Assets | |||||
Fixed assets, net | 41,297 | 41,297 | |||
Goodwill | 828,216 | 828,216 | |||
Intangible assets | 798,610 | ||||
Intangible assets, net | 798,610 | ||||
Right to use asset | 102,000 | 102,000 | |||
Total Assets | 2,520,901 | 2,406,331 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 533,472 | 742,260 | |||
Deferred revenue | 200,186 | 167,321 | |||
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively | |||||
Notes payable | 1,469,196 | 2,421,303 | |||
Lines of credit | 36,266 | 19,849 | |||
Operating lease liability | 102,000 | 102,000 | |||
Total Liabilities | 2,341,120 | 3,452,733 | |||
Stockholders' Deficiency | |||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 | 1 | 1 | |||
Additional paid-in capital | 1,899,999 | 1,899,999 | |||
Accumulated deficit | (1,720,219) | (2,946,402) | |||
Total Stockholders' Deficiency | 179,781 | (1,046,402) | |||
Total Liabilities and Stockholders' Deficiency | 2,520,901 | 2,406,331 | |||
Adjustments | |||||
Current Assets | |||||
Total current assets | |||||
Other Assets | |||||
Investment in CareClix | (2,500) | ||||
Goodwill | (828,216) | (828,216) | |||
Intangible assets | 2,679,239 | ||||
Amortization of intangible assets | (521,676) | ||||
Intangible assets, net | 5,553,315 | ||||
Total Assets | 1,326,847 | 4,725,099 | |||
Current Liabilities | |||||
Notes payable | (1,469,196) | (2,421,303) | |||
Total Liabilities | (1,469,196) | (2,421,303) | |||
Stockholders' Deficiency | |||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 | 49,999 | 49,999 | |||
Additional paid-in capital | 2,623,140 | 5,497,216 | |||
Accumulated deficit | 119,304 | 1,593,087 | |||
Total Stockholders' Deficiency | 2,796,043 | 7,146,402 | |||
Total Liabilities and Stockholders' Deficiency | 1,326,847 | 4,725,099 | |||
Adjustments | Series A Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 1,500 | 4,000 | |||
Adjustments | Series E Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 2,100 | 2,100 | |||
LFER | |||||
Current Assets | |||||
Cash and cash equivalents | 17,877 | ||||
Accounts receivable, net | |||||
Prepaid expenses | 70,000 | ||||
Due from LFER | |||||
Other current receivable | 3,389 | ||||
Current assets of discontinued operations | 43,656 | ||||
Total current assets | 21,266 | 113,656 | |||
Other Assets | |||||
Investment in CareClix | 2,500 | ||||
Note receivable | 250,000 | ||||
Other assets of discontinued operations | 5,105,687 | ||||
Total Assets | 273,766 | 5,219,343 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 603,021 | 2,043,793 | |||
Accrued dividends payable on preferred shares | 92,500 | 9,750 | |||
Accrued interest of related party debt | 9,020 | 9,422 | |||
Accrued contingent liability for the purchase cost of the SA acquisition | 5,044,127 | ||||
Contingent liability | 415,227 | ||||
Derivative liability | 110,588 | ||||
Deferred revenue | |||||
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively | 184,463 | 49,069 | |||
Notes payable | 30,000 | 30,000 | |||
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively | 665,418 | 1,932,964 | |||
Lines of credit | 6,602 | 15,334 | |||
Operating lease liability | |||||
Current liabilities of discontinued operations | 220,860 | ||||
Total Liabilities | 1,591,024 | 9,881,134 | |||
Stockholders' Deficiency | |||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 | 71,823 | 29,549 | |||
Additional paid-in capital | 21,173,763 | 13,942,216 | |||
Accumulated deficit | (22,569,274) | (18,635,356) | |||
Total Stockholders' Deficiency | (1,317,258) | (4,661,791) | |||
Total Liabilities and Stockholders' Deficiency | 273,766 | 5,219,343 | |||
LFER | Series A Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 3,700 | 1,200 | |||
LFER | Series B Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 100 | 100 | |||
LFER | Series C Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 2,614 | 290 | |||
LFER | Series D Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 16 | 210 | |||
LFER | Series E Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 0 | ||||
Combined | |||||
Current Assets | |||||
Cash and cash equivalents | 300,869 | 205,972 | |||
Accounts receivable, net | 258,743 | 295,120 | |||
Prepaid expenses | 116,443 | 143,481 | |||
Due from LFER | 92,600 | ||||
Other current receivable | 3,389 | ||||
Deposited funds | 61,635 | ||||
Current assets of discontinued operations | 43,656 | ||||
Total current assets | 772,044 | 749,864 | |||
Other Assets | |||||
Fixed assets, net | 41,297 | 41,297 | |||
Investment in CareClix | |||||
Note receivable | 250,000 | ||||
Goodwill | |||||
Intangible assets | 3,477,849 | ||||
Amortization of intangible assets | (521,676) | ||||
Intangible assets, net | 6,351,925 | ||||
Right to use asset | 102,000 | 102,000 | |||
Other assets of discontinued operations | 5,105,687 | ||||
Total Assets | 4,121,514 | 12,350,773 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 1,136,493 | 2,786,053 | |||
Accrued dividends payable on preferred shares | 92,500 | 9,750 | |||
Accrued interest of related party debt | 9,020 | 9,422 | |||
Accrued contingent liability for the purchase cost of the SA acquisition | 5,044,127 | ||||
Contingent liability | 415,227 | ||||
Derivative liability | 110,588 | ||||
Deferred revenue | 200,186 | 167,321 | |||
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively | 184,463 | 49,069 | |||
Notes payable | 30,000 | 30,000 | |||
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively | 665,418 | 1,932,964 | |||
Lines of credit | 42,868 | 35,183 | |||
Operating lease liability | 102,000 | 102,000 | |||
Current liabilities of discontinued operations | 220,860 | ||||
Total Liabilities | 2,462,948 | 10,912,564 | |||
Stockholders' Deficiency | |||||
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021 | 121,823 | 79,549 | |||
Additional paid-in capital | 25,696,902 | 21,339,431 | |||
Accumulated deficit | (24,170,189) | (19,988,671) | |||
Total Stockholders' Deficiency | 1,658,566 | 1,438,209 | |||
Total Liabilities and Stockholders' Deficiency | 4,121,514 | 12,350,773 | |||
Combined | Series A Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 5,200 | 5,200 | |||
Combined | Series B Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 100 | 100 | |||
Combined | Series C Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 2,614 | 290 | |||
Combined | Series D Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | 16 | 210 | |||
Combined | Series E Preferred Stock [Member] | |||||
Stockholders' Deficiency | |||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, | $ 2,100 | $ 2,100 |
Note 5 - Condensed Combined P_2
Note 5 - Condensed Combined Pro Forma Statements of Operations (Details) - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | |
Business Combination Segment Allocation [Line Items] | |||||
Gross profit | |||||
Total operating expenses | 1,408,271 | 63,595 | 1,916,718 | 311,223 | |
Loss from operations | (1,408,271) | (63,595) | (1,916,718) | (311,223) | |
Loss on discontinued operations | (282,599) | (971,091) | |||
Loss on sale of subsidiary | (1,135,279) | (1,135,279) | |||
Gain on disposal of subsidiaries | $ 26,505 | 26,505 | |||
CareClix | |||||
Business Combination Segment Allocation [Line Items] | |||||
Revenues | 1,907,480 | $ 6,218,043 | |||
Cost of sales | 505,417 | 1,181,111 | |||
Gross profit | 1,402,063 | 5,036,932 | |||
Total operating expenses | 1,751,038 | 6,539,771 | |||
Loss from operations | (348,975) | (1,502,839) | |||
Other income and (expenses) | (820) | 18,856 | |||
Loss from continuing operations | (349,795) | (1,483,983) | |||
Net loss | (349,795) | (1,483,983) | |||
Adjustments | |||||
Business Combination Segment Allocation [Line Items] | |||||
Gross profit | |||||
Total operating expenses | (640,980) | (1,593,087) | |||
Loss from operations | 640,980 | 1,593,087 | |||
Loss from continuing operations | 640,980 | 1,593,087 | |||
Net loss | 640,980 | 1,593,087 | |||
LFER | |||||
Business Combination Segment Allocation [Line Items] | |||||
Revenues | |||||
Cost of sales | |||||
Gross profit | |||||
Total operating expenses | 1,916,718 | 663,564 | |||
Loss from operations | (1,916,718) | (663,564) | |||
Other income and (expenses) | 62,665 | (745,374) | |||
Loss from continuing operations | (1,854,053) | (1,408,938) | |||
Loss on discontinued operations | (971,091) | (25,135) | |||
Loss on sale of subsidiary | (1,135,279) | ||||
Gain on disposal of subsidiaries | 26,505 | ||||
Net loss | (3,933,918) | (1,434,073) | |||
Combined | |||||
Business Combination Segment Allocation [Line Items] | |||||
Revenues | 1,907,480 | 6,218,043 | |||
Cost of sales | 505,417 | 1,181,111 | |||
Gross profit | 1,402,063 | 5,036,932 | |||
Total operating expenses | 3,026,776 | 5,610,248 | |||
Loss from operations | (1,624,713) | (573,316) | |||
Other income and (expenses) | 61,845 | (726,518) | |||
Loss from continuing operations | (1,562,868) | (1,299,834) | |||
Loss on discontinued operations | (971,091) | ||||
Loss on sale of subsidiary | (1,135,279) | ||||
Gain on disposal of subsidiaries | 26,505 | ||||
Net loss | $ (3,642,733) | $ (1,299,834) |
Note 6 _ Discontinued Operati_2
Note 6 – Discontinued Operations (Details Narrative) | Mar. 08, 2022USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Agreement | Under the Agreement, the Company agreed to transfer all ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return for cancellation: (ii) 7,794,695 shares of common stock; and (ii) 128,822 shares of Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and cancellation of the remaining outstanding 64,942 shares of Series D Preferred Stock currently held by other former shareholders of SA. |
Unsecured Convetible Note | 8.00% |
Convertible Debt | $ 250,000 |
Conversion of Stock, Amount Converted | $ 6,250,000 |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | May 31, 2021 | Sep. 15, 2020 | |
Short-term Debt [Line Items] | |||
Interest rate | 6.00% | 6.00% | |
Accrued interest | $ 9,020 | $ 9,422 | |
Note Payable - related party | 184,463 | 49,069 | |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | 25,482 | ||
Due to Related Parties, Current | (184,463) | (49,069) | |
Note Payable - related party | $ 193,483 | $ 58,491 | |
Notes Payable Other Payables 1 [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 23, 2019 | ||
Debt Instrument, Maturity Date | Mar. 1, 2020 | ||
Interest rate | 20.00% | ||
Note payable - original amount | $ 10,000 | ||
Accrued interest | 5,419 | ||
Debt Conversion, Converted Instrument, Amount | $ (15,419) | ||
Notes Payable Related Party #2 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 28, 2020 | Jan. 28, 2020 | |
Debt Instrument, Maturity Date | Jan. 28, 2021 | Jan. 28, 2021 | |
Interest rate | 20.00% | 20.00% | |
Note payable - original amount | $ 8,200 | $ 8,200 | |
Accrued interest | 2,781 | 2,197 | |
Debt Conversion, Converted Instrument, Amount | (10,981) | ||
Note Payable - related party | 0 | 10,397 | |
Due to Related Parties, Current | $ 0 | $ (10,397) | |
Notes Payable Related Party #3 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Feb. 20, 2020 | Feb. 20, 2020 | |
Debt Instrument, Maturity Date | Feb. 19, 2021 | Feb. 19, 2021 | |
Interest rate | 5.00% | 5.00% | |
Note payable - original amount | $ 45,169 | $ 45,169 | |
Accrued interest | 3,729 | 2,518 | |
Note Payable - related party | 32,599 | 33,387 | |
Accumlated Payments | 16,300 | 14,300 | |
Due to Related Parties, Current | $ (32,599) | $ (33,387) | |
Notes Payable Related Party #4 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 15, 2021 | ||
Debt Instrument, Maturity Date | Jun. 29, 2021 | ||
Interest rate | 8.00% | ||
Note payable - original amount | $ 60,976 | ||
Accrued interest | 3,448 | ||
Note Payable - related party | 64,424 | ||
Due to Related Parties, Current | $ (64,424) | ||
Notes Payable Related Party #5 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Oct. 6, 2021 | ||
Debt Instrument, Maturity Date | Oct. 6, 2022 | ||
Interest rate | 10.00% | ||
Note payable - original amount | $ 10,000 | ||
Accrued interest | 3,971 | ||
Note Payable - related party | 135 | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | 10,262 | ||
Due to Related Parties, Current | $ (135) | ||
Notes Payable Related Party #6 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Oct. 6, 2021 | ||
Debt Instrument, Maturity Date | Oct. 6, 2022 | ||
Interest rate | 10.00% | ||
Note payable - original amount | $ 7,500 | ||
Accrued interest | 298 | ||
Note Payable - related party | 2,464 | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | 10,262 | ||
Due to Related Parties, Current | $ (2,464) | ||
Notes Payable Related Party #7 | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Nov. 10, 2021 | ||
Debt Instrument, Maturity Date | Nov. 10, 2022 | ||
Interest rate | 10.00% | ||
Note payable - original amount | $ 10,000 | ||
Accrued interest | 301 | ||
Note Payable - related party | 5,343 | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | 4,958 | ||
Due to Related Parties, Current | (5,343) | ||
Notes Payable Related Party #8 | |||
Short-term Debt [Line Items] | |||
Note payable - original amount | 92,600 | ||
Accrued interest | 846 | ||
Note Payable - related party | 93,446 | ||
Due to Related Parties, Current | (93,446) | ||
Notes Payable, Other Payables [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 23, 2019 | ||
Debt Instrument, Maturity Date | Mar. 1, 2020 | ||
Interest rate | 20.00% | ||
Note payable - original amount | $ 10,000 | ||
Accrued interest | 4,707 | ||
Note Payable - related party | 14,707 | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Gross | $ 25,482 | ||
Due to Related Parties, Current | $ (14,707) |
Note 8 _ NOTES PAYABLE (Details
Note 8 – NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||
Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2021 | Sep. 15, 2020 | |
Debt Disclosure [Abstract] | ||||
Notes Payable | $ 30,000 | $ 30,000 | $ 30,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||
Interest and Debt Expense | $ 444 | $ 1,346 | ||
Accrued Interest | $ 2,175 |
Note 9 Convertible Debt (Detail
Note 9 Convertible Debt (Details) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | $ 25,482 | |
Convertible notes payable | 665,418 | $ 1,932,964 |
The 2017 N P A Notes [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 0 | 0 |
Principal | 0 | 737,500 |
Convertible notes payable | 0 | 737,500 |
The 2nd Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 0 | 0 |
Principal | 27,002 | 280,000 |
Convertible notes payable | 27,002 | 280,000 |
The 2022 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 10,262 | 0 |
Principal | 65,000 | 0 |
Convertible notes payable | 54,738 | 0 |
The 2021 Note Issuances [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 29,633 | |
Principal | 77,000 | 77,000 |
Convertible notes payable | 77,000 | 47,367 |
The 2020 Note Issuances [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 0 | 0 |
Principal | 155,331 | 385,500 |
Convertible notes payable | 155,331 | 385,500 |
The 2019 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 0 | 0 |
Principal | 351,348 | 482,597 |
Convertible notes payable | 351,348 | 482,597 |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Unamortized deferred financing costs | 10,262 | 29,633 |
Principal | 675,681 | 1,962,597 |
Convertible notes payable | $ 665,419 | $ 1,932,964 |
Note 12 _ LINES OF CREDIT (Deta
Note 12 – LINES OF CREDIT (Details Narrative) - USD ($) | 9 Months Ended | ||
Feb. 28, 2022 | May 31, 2021 | Apr. 01, 2017 | |
Note 12 Lines Of Credit | |||
Line of Credit Facility, Current Borrowing Capacity | $ 35,000 | ||
Line of Credit Facility, Interest Rate During Period | 6.00% | ||
Line of Credit, Current | $ 6,602 | $ 15,334 |
Note 13 - SHARES FOR SERVICES (
Note 13 - SHARES FOR SERVICES (Details) - USD ($) | 9 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Noncash Expense | $ 239,160 | |
Employee Benefits and Share-based Compensation | $ 2,715,331 | |
Series C Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares Acquired | 1,528,166 | |
Share-based Payment Arrangement, Noncash Expense | $ 1,526 | |
Employee Benefits and Share-based Compensation | $ 1,526,640 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares Acquired | 12,503,177 | |
Share-based Payment Arrangement, Noncash Expense | $ 12,503 | |
Employee Benefits and Share-based Compensation | $ 952,742 | |
Common Stock Consideration [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares Acquired | 3,056,332 | |
Employee Benefits and Share-based Compensation | $ 235,949 |
Note 13 - CAPITAL STOCK - Prefe
Note 13 - CAPITAL STOCK - Preferred Stock A (Details) | Feb. 28, 2022shares |
Series A Preferred Stock [Member] | |
Preferred Units [Line Items] | |
Total | 3,700,000 |
Fernando Oswaldo Leonzo | |
Preferred Units [Line Items] | |
Total | 600,000 |
Robert Gunther | |
Preferred Units [Line Items] | |
Total | 300,000 |
John Romagosa | |
Preferred Units [Line Items] | |
Total | 200,000 |
Mahmood Kahn [Member] | |
Preferred Units [Line Items] | |
Total | 100,000 |
Chaeles Scott [Member] | |
Preferred Units [Line Items] | |
Total | 2,500,000 |
Note 13 - CAPITAL STOCK - Pre_2
Note 13 - CAPITAL STOCK - Preferred Stock B (Details) - shares | Feb. 28, 2022 | May 31, 2021 |
Series B Preferred Stock [Member] | ||
Preferred Units [Line Items] | ||
Total | 100,000 | 100,000 |
J.Craig Holding Corp | ||
Preferred Units [Line Items] | ||
Total | 50,000 | |
Massoud Toghraie | ||
Preferred Units [Line Items] | ||
Total | 25,000 | |
John Romgosa [Member] | ||
Preferred Units [Line Items] | ||
Total | 25,000 |
Note 13 - CAPITAL STOCK - Pre_3
Note 13 - CAPITAL STOCK - Preferred Stock C (Details) - shares | Feb. 28, 2022 | May 31, 2021 |
Series C Preferred Stock [Member] | ||
Preferred Units [Line Items] | ||
Total | 2,613,375 | 290,000 |
Dr Anshu Sharma | ||
Preferred Units [Line Items] | ||
Total | 150,000 | |
Mahmood Kahn 1 [Member] | ||
Preferred Units [Line Items] | ||
Total | 111,000 | |
W S Gamble [Member] | ||
Preferred Units [Line Items] | ||
Total | 20,000 | |
Quick Capital L L C [Member] | ||
Preferred Units [Line Items] | ||
Total | 100,000 | |
Juan R Romagosa [Member] | ||
Preferred Units [Line Items] | ||
Total | 30,500 | |
Axon Capital Management Inc [Member] | ||
Preferred Units [Line Items] | ||
Total | 28,000 | |
Odyssey Capital [Member] | ||
Preferred Units [Line Items] | ||
Total | 66,333 | |
Robert Ley [Member] | ||
Preferred Units [Line Items] | ||
Total | 9,612 | |
Jesus Rodriquez [Member] | ||
Preferred Units [Line Items] | ||
Total | 9,142 | |
John Romagosa 1 [Member] | ||
Preferred Units [Line Items] | ||
Total | 13,201 | |
Masoud Taghraie [Member] | ||
Preferred Units [Line Items] | ||
Total | 65,625 | |
Shircoo [Member] | ||
Preferred Units [Line Items] | ||
Total | 481,796 | |
Robert Gunther 2 [Member] | ||
Preferred Units [Line Items] | ||
Total | 327,393 | |
Mahmood Kahn 2 [Member] | ||
Preferred Units [Line Items] | ||
Total | 487,621 | |
John Romagosa 2 [Member] | ||
Preferred Units [Line Items] | ||
Total | 344,090 | |
Fernando Leonzo [Member] | ||
Preferred Units [Line Items] | ||
Total | 369,062 |
Warrants Activity (Details)
Warrants Activity (Details) | 9 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Equity [Abstract] | |
Class of Warrant or Right, Outstanding | shares | 349,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.25 |
[custom:StockIssuedDuringPeriodSharesStockOptionsExpired] | shares | 0 |
[custom:StockIssuedDuringPeriodSharesStockOptionsSharePriceExpired] | $ 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.25 |
Note 13 _ CAPITAL STOCK (Detail
Note 13 – CAPITAL STOCK (Details Narrative) - $ / shares | Feb. 28, 2022 | May 31, 2021 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 71,822,753 | 29,548,676 |
Note 14 - COMMITMENTS AND CON_2
Note 14 - COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended |
Oct. 21, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Settlement, Amount Awarded to Other Party | $ 60,000 |
Loss Contingency, Settlement Agreement, Terms | issue the former employee 500,000 shares of the Company’s common stock at $0.10 per share |
Accrued Professional Fees, Current | $ 8,923 |
Note 15 - INCOME TAXES - Deferr
Note 15 - INCOME TAXES - Deferred Tax (Details) - USD ($) | Feb. 28, 2022 | May 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 5,805,000 | $ 4,743,000 |
Stock based compensation | 1,392,000 | 1,327,000 |
Valuation allowance | (7,197,000) | (6,070,000) |
Deferred tax asset, net |
Note 15 - INCOME TAXES - Effect
Note 15 - INCOME TAXES - Effective Income Tax (Details) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2022 | May 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal Rate | 21.00% | 21.00% |
State Rate | 6.00% | 6.00% |
Valuation Allowance | (27.00%) | (27.00%) |
Effective income tax rate | 0.00% | 0.00% |
Note 15 - INCOME TAXES (Details
Note 15 - INCOME TAXES (Details Narrative) | 9 Months Ended |
Feb. 28, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 1,127,000 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 20,600,000 |