UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number
| (Exact name of Registrant as Specified in Its Charter) |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, $0.001 Par Value | OTC QB |
Registrant’s telephone number, including area
code:
Securities registered pursuant to Section 12(g) of the Act: none
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
| OTC QB |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| x | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of outstanding shares of the registrant’s common stock was as of October 15, 2021.
| Life On Earth, Inc. |
| Form 10-Q |
| TABLE OF CONTENTS |
| PART I - FINANCIAL INFORMATION | Page | |||
| Item 1. | Unaudited Financial Statements | |||
| Condensed Consolidated Balance Sheets | 3 | |||
| Condensed Consolidated Statements of Operations | 4 | |||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) | 5 | |||
| Condensed Consolidated Statements of Cash flows | 7 | |||
| Notes to Unaudited Condensed Consolidated Financial Statements | 8 | |||
| Item 2. | Management’s Discussions and Analysis of Financial Condition and Results of Operations | 35 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 43 | ||
| Item 4. | Controls and Procedures | 43 | ||
| PART II - OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 44 | ||
| Item 1a. | Risk Factors | 45 | ||
| Item 2. | Unregistered sales of Equity Securities and Use of Proceeds | 45 | ||
| Item 3. | Defaults Upon Senior Securities | 45 | ||
| Item 4. | Mining Safety Disclosure | 45 | ||
| Item 5. | Other Information | 45 | ||
| Item 6. | Exhibits | 46 | ||
| SIGNATURES | 47 | |||
| 2 |
Life On Earth, Inc.
Condensed Consolidated Balance Sheets
| August 31, | May 31, | |||||||
| 2021 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses | ||||||||
| Other receivable | ||||||||
| Total current assets | ||||||||
| Other Assets | ||||||||
| Furniture and fixtures, net of accumulated depreciation of $ | ||||||||
| Intellectual property - Software development, net of accumulated amortization of $ | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued contingent liability for the purchase cost of the SA acquisition | ||||||||
| Contingent liability | ||||||||
| Derivative liability | ||||||||
| Notes payable - related party | ||||||||
| Notes payable | ||||||||
| Convertible notes payable, net of unamortized deferred financing costs of $ and $ as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Lines of credit | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' Deficiency | ||||||||
| Preferred stock, $ par value; shares authorized, | ||||||||
| Series A Preferred Stock, and shares issued and outstanding as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Series B Preferred Stock, and shares issued and outstanding as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Series C Preferred Stock, and shares issued and outstanding as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Series D Preferred Stock, and shares issued and outstanding as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Common stock, par value; shares authorized, and shares issued and outstanding as of August 31, 2021 and May 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficiency | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| ||||||||
| 3 |
Life On Earth, Inc.
Unaudited Condensed Consolidated Statements of Operations
(Unaudited)
| For the three months ended August 31 | ||||||||
| 2021 | 2020 | |||||||
| Sales, net | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Expenses: | ||||||||
| Professional fees | ||||||||
| Officers compensation | ||||||||
| Salaries and benefits | ||||||||
| Other selling, general and administrative | ( | ) | ||||||
| Amortization | ||||||||
| Total expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income and (expenses): | ||||||||
| Change in fair value of contingent consideration | ||||||||
| Change in fair value of derivative liability | ||||||||
| Interest and financing costs | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss on discontinued operations | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Basic and diluted loss per share from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average number | ||||||||
| Basic and diluted weighted average number of shares outstanding | ||||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||||||||
| 4 |
| Life On Earth, Inc. |
| Condensed Consolidated Statement of Stockholders' Deficiency |
| For the three months ended August 31, 2021 |
| (Unaudited) |
| Series A Preferred | Series B Preferred | Series C Preferred | Series D Preferred | Common Stock | Additional Paid in | Accumulated | Total Stockholders | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | Deficit | Deficiency | |||||||||||||||||||||||||||||||||||
| Balance - June 1, 2021 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| Sale of Series C preferred shares | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C preferred shares for convertible debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for SA Acquisition | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for convertible debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares as consideration shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for JCG contingency shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for services at prices ranging from $0.114 to $0.156 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance - August 31, 2021 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | |||||||||||||||||||||||||||||||||||||||||||||||
| 5 |
| Life On Earth, Inc. |
| Condensed Consolidated Statement of Stockholders' Deficiency |
| For the three months ended August 31, 2020 |
| (Unaudited) |
| Series A Preferred | Series B Preferred | Common Stock | Additional | Accumulated | Total Stockholders | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Paid in capital | Deficit | Deficiency | ||||||||||||||||||||||||||||
| Balance - June 1, 2020 | $ | — | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||
| Sale of Series B preferred shares | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common shares for convertible debt | ||||||||||||||||||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance - August 31, 2020 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||||||||||||||||||||||||||||||||||||
| 6 |
Life On Earth, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the three months ended August 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
| Stock based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of interest and financing costs | ||||||||
| Share based finance costs | ||||||||
| Change in fair value of contingent liability | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| Other receivable | ||||||||
| Increase (decrease) in: | ||||||||
| Accounts payable, accrued expenses | ||||||||
| Cash used by operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of furniture and fixtures | ( | ) | ||||||
| Purchase of capitalized software | ( | ) | ||||||
| Cash used by investing activities | ( | ) | ||||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds of notes payable - related party | ||||||||
| Repayment of notes payable - related party | ( | ) | ||||||
| Repayment of notes payable | ( | ) | ||||||
| Proceeds from lines of credit, net of financing costs | ||||||||
| Payment of lines of credit | ( | ) | ( | ) | ||||
| Proceeds from sales of Series C preferred stock | ||||||||
| Cash provided by financing activities | ||||||||
| Net Increase (decrease) in Cash and Cash Equivalents | $ | $ | ( | ) | ||||
| Cash and Cash Equivalents - beginning | ||||||||
| Cash and Cash Equivalents - end | $ | 148,011 | $ | (95,116 | ) | |||
| Supplemental Disclosures of Cash Flow Information | ||||||||
| Noncash investing and financing activities: | ||||||||
| Common stock issued for convertible debt | $ | $ | ||||||
| Common stock issued with convertible debt as financing fee | $ | $ | ||||||
| Common stock issued for JCG acquisition contingency shares | $ | $ | ||||||
| Common stock issued for SA Acquisition | $ | $ | ||||||
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||||||||
| 7 |
Life On Earth, Inc.
Notes to Condensed Consolidated Financial Statements
August 31, 2021
(Unaudited)
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
Life On Earth, Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the Company now has the capabilities of offering software that manages and secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security, latency, reliability and manageability. We have uniquely created, through our SmartAxiom subsidiary, an endpoint-to-cloud blockchain solution, while our IoT Smart Contracts allow for process intelligence and management of the processes. The SmartAxiom technology is proving value in verticals such as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom. The Company was a brand accelerator and incubator Company that was focused on building and scaling concepts in the natural consumer products category. The Company’s previous business model focused and long-term forward-looking vision to consumers in the health, wellness and lifestyle spaces through superior branding, product quality, and direct to consumer and retail experience within the CPG industry.
The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Smart Axiom Inc. (“SA”), Victoria’s Kitchen, LLC (“VK”) and The Chill Group, LLC (“JC”). All intercompany transactions and balances have been eliminated in consolidation.
LFER was incorporated in Delaware in April 2013 and acquired SA in May 2021, VK in October 2017, and JC in August 2018.
The accompanying consolidated financial statements 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.
| 8 |
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 products 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). The Company primarily receives fixed consideration for sales of product. 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, slotting fees payable by us to retailers to stock our products and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts, slotting fees and promotional allowances vary from customer to customer. The consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue.
All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality issues or distributor terminations, in which situations the Company would have variable consideration. To date, returns have not been material. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the consolidated balance sheets.
Use of Estimates
The preparation of consolidated 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 consolidated 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.
| 9 |
Reverse Stock Split
On November 11, 2019, the Company’s Board of Directors (the “Board”) and a majority of shareholders approved a reverse stock split at a ratio of one-for-five shares of common stock, without changing the par value, rights, terms, conditions, and limitations of such shares of common stock, (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 25, 2020 (the “Effective Date”), pursuant to approval from the Financial Industry Regulatory Authority (“FINRA”), whereupon the shares of our common stock will begin trading on a split adjusted basis. All share and per share information has been retroactively adjusted to reflect the impact of this reverse stock split.
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 August 31, 2021, and May 31, 2021, respectively, warrants and convertible notes payable could be converted into approximately 2,717,000 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 consolidated 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 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 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.
At August 31, 2021 and May 31, 2020, respectively,
the Company had cash and cash equivalents of $
| 10 |
Accounts Receivable
Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold.
As of August 31, 2021, and May 31, 2021, the allowance
for doubtful accounts was $
Intangible Assets
The Company's intangible assets include developed technology, customer relationships and tradenames and were acquired in a purchase business combination. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, which is estimated to be 5 years.
Costs that are related to the conceptual formulation and design of licensed software programs are expensed as incurred to research, development and engineering expense; costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years. The Company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.
There were no indefinite-lived intangible assets as of August 31, 2021 or May 31, 2021.
The Company reviews its finite-lived intangible and other long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value.
Advertising
Advertising and promotion costs are expensed as incurred.
Advertising and promotion expense amounted to approximately $
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 consolidated statements of operations and comprehensive income.
| 11 |
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.
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 Consolidated Statements of Operations.
Fair Value Measurements
In August 2018, the FASB issued a new guidance which modifies the disclosure requirements on fair value measurements.
We categorize our financial instruments into a three-level fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on our consolidated balance sheets are categorized as follows:
Level 1 inputs—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs—Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).
Level 3 inputs—Unobservable inputs for the asset or liability, which are supported by little or no market activity and are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.
| 12 |
Recent Accounting Pronouncements
On February 25, 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-2, "Leases" (Topic 842), which is intended to improve financial reporting for lease transactions. This ASU requires organizations that lease assets, such as real estate and manufacturing equipment, to recognize assets and liabilities on their balance sheets for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that have terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU also requires disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. This ASU became effective for public entities beginning the first quarter 2019. During 2019 the Company sold the Giant Beverage Company which resulted in elimination of the Company’s lease obligation related to that operation. The remaining lease obligation related to Energy Source Distributors which was terminated on July 31, 2019 reducing the remaining terms of the lease to 2 months. The Company has adopted ASU 2016-2 Leases which does not have material impact on Company’s financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU become effective for fiscal years beginning after December 15, 2019. and must be adopted using a modified retrospective transition approach. The Company adopted ASU 2016-13 which did not have a material impact on Company’s financial statements.
In January 2017, the FASB issued an update to the accounting guidance to simplify the testing for goodwill impairment. The update removes the requirement to determine the implied fair value of goodwill to measure the amount of impairment loss, if any, under the second step of the current goodwill impairment test. A company will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment charge will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The guidance is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019. This standard is required to take effect in the Company’s first quarter (August 2020) of our fiscal year ending May 31, 2021. Adoption of this new guidance did not have a material impact on our financial statements.
In November 2018, the FASB issued new guidance to clarify the interaction between the authoritative guidance for collaborative arrangements and revenue from contracts with customers. The new guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The Company does not have any collaborative arrangements or revenue from contracts and therefore Topic 808 does not have an impact on our consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
| 13 |
Note 2 - BASIS OF REPORTING AND GOING CONCERN
The accompanying consolidated 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 $
Note 3 - CONCENTRATIONS
Concentration of Credit Risk
The Company’s financial instruments that are
exposed to concentrations of credit risk consist primarily of cash and accounts receivable. 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 $
Sales and Accounts Receivable
During the three months ended August 31, 2021, sales
to 1 customer accounted for approximately
One customer accounted for approximately 100% of the Company’s accounts receivable as of August 31, 2021, and, one customer accounted for 100% of the Company’s accounts receivable as of May 31, 2020.
Note 4 – FAIR VALUE MEASUREMENTS
We follow the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, for our financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.
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Financial assets and liabilities recorded on the accompanying condensed consolidated 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 May 31, 2021 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 is measured at fair value using the Black Scholes valuation methodology.
For the year ended May 31, 2021 the following input were utilized to derive the fair value of our derivative liability:
| May 31, | ||||
| 2021 | ||||
| Risk free interest rate | 0.14% - 0.13 | % | ||
| Expected dividend yield | 0 | |||
| Expected term (in years) | 1 | |||
| Expected volatility | 16.95% -38.84 | % | ||
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The following tables set forth by level, within the fair value hierarchy, the Company’s financial instruments carried at fair value as of May 31, 2021:
| May 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Contingent liability | $ | 415,227 | $ | — | $ | — | $ | 415,227 | ||||||||
| Derivative liability | — | — | 110,588 | 110,588 | ||||||||||||
| Total | $ | 415,227 | $ | — | $ | 110,588 | $ | 525,815 | ||||||||
In July 2021, the Company issued 572,727 shares to the JCG Group and is no longer liable for the JCG Contingency. Also during July 2021, a note holder converted their note into 2,138,775 shares of the Company’s common stock and the Company s no longer liable for the contingent liability.
Note 5 – SA ACQUISITION
On April 16, 2021, the Company entered into a stock purchase agreement with SmartAxiom, Inc. (“SA”) and its shareholders providing for the Company to purchase of all the outstanding common stock shares of SA. The Agreement was supplemented by First and Second Addendum Agreements, dated April 30, 2021, and May 11, 2021, respectively.
The SA Acquisition Agreement and the First and Second addendum agreements provide for the purchase of 100% of the SA’s issued and outstanding shares, providing for the Company’s acquisition of SA with consideration consisting of 13,000,000 shares of the Company’s common stock; 210,000 shares of the Company’s new Series D Convertible Preferred Shares, convertible, over an eighteen month earn out schedule, into our common stock shares with a floor price of twenty cents, and an earn-out, as defined, by SA to be paid in our common stock. The SA Agreement also specifies that the liabilities acquired by the Company will be limited to $75,000. We will also provide an additional $2,000,000 in working capital from the public or private markets by no later than 18 months from the close of the SA Acquisition. On May 11, 2021, we closed on the SA Acquisition.
The acquisition of SA supports the Company’s strategic initiatives. SmartAxiom’s patented software technology manages and secures IoT systems through patented, lite blockchain and cyber security technologies.
The following table summarizes the purchase price as of May 11, 2021, the date of acquisition:
| Issuance of 13,000,000 shares of the Company’s common stock per share | $ | 2,730,000 | ||
| Issuance of 210,000 Series 'D" Preferred convertible stock, each share is convertible into 10 common shares | 203,613 | |||
| A maximum of $2,200,000 of LFER common shares to be issued, subject to an earn-out, as defined, by SA over 18 month period from closing date of the acquisition. | 2,221,777 | |||
| Excess of SA liabilities over the $75,000 acquired by the Company | (111,263 | ) | ||
| Total purchase consideration | $ | 5,044,127 |
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The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed on May 11, 2021, the date of acquisition:
| Cash | $ | 39,878 | ||
| Accounts receivable, net of an allowance for doubtful account of $7,554 | 5,802 | |||
| Prepaid expenses and other current assets | 3,375 | |||
| Furniture and fixture, net | 3,687 | |||
| Intangible assets - Capitalized software development costs, patents, customer lists net of accumulated amortization of 98,630; | 5,177,643 | |||
| Accounts payable and accrued expenses | (73,533 | ) | ||
| Line of credit | (23,406 | ) | ||
| Notes payable | (89,319 | ) | ||
| Total purchase consideration | $ | 5,044,127 |
The intangibles consist of capitalized software development costs, patents and customer lists and are being trademarks amortized over a 5-year period from the date of acquisition. For the period ended May 31, 2021, the Company recorded amortization expense of $39,708. We performed an analysis of the intellectual property acquired from SA. This analysis involved a net present value (“NPV”) calculation over the current 5-year projections for the intellectual property. Based on our analysis, no impairment is required as of May 31, 2021.
Estimated future amortization of the intangible assets are as follows:
| 2022 | $ | 820,156 | ||||
| 2023 | 1,055,981 | |||||
| 2024 | 1,055,981 | |||||
| 2025 | 1,055,981 | |||||
| 2026 | 878,076 | |||||
| $ | 4,866,175 |
During the three months ended August 31, 2021, SA generated $26,000 net sales, incurred approximately $367,000 of operating expenses, including approximately $265,000 of amortization, and a net loss of approximately $341,000.
From the date of acquisition through May 31, 2021, SA generated approximately $0 net sales, incurred approximately $89,000 of operating expenses, including approximately $79,000 of amortization, and a net loss of approximately $89,000.
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The following table presents the unaudited pro forma consolidated statements of operations for the three months ended August 31, 2020:
| LFER | SA | Proforma Combined | ||||||||||
| Sales, net | $ | 25,000 | $ | 20,200 | $ | 45,200 | ||||||
| Cost of goods sold | 25,335 | 1,640 | 26,975 | |||||||||
| Gross profit | (335 | ) | 18,560 | 18,225 | ||||||||
| Operating expenses | 282,059 | 56,890 | 338,949 | |||||||||
| Net loss before other expenses | (282,394 | ) | (38,330 | ) | (320,724 | ) | ||||||
| Other expenses, net | (141,090 | ) | (4,960 | ) | (146,050 | )) | ||||||
| Net loss from continuing operations | $ | (423,484 | ) | $ | (42,290 | ) | $ | (446,774 | ) | |||
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Note 6 – INTANGIBLE ASSETS
Intangible assets as of August 31, 2021 and May 31, 2021 were as follows:
| August 31, 2021 | May 31, 2021 | |||||||
| Intangible assets: | ||||||||
| Intangible assets to be amortized: | ||||||||
| Brand recognition, business relationships and customer lists | $ | 5,181,272 | $ | — | ||||
| Software development, patents, business relationships and customer lists acquired from SA | — | 5,181,272 | ||||||
| Capitalized software development costs | 127,581 | |||||||
| Less: accumulated amortization: | ||||||||
| Intangible assets to be amortized: | ||||||||
| Brand recognition, business relationships and customer lists | — | — | ||||||
| Software development, patents, business relationships and customer lists | 442,678 | 79,272 | ||||||
| Less: Impairment | — | — | ||||||
| Net book value at the end of period | $ | 4,866,175 | $ | 5,102,000 | ||||
Amortization expense for the three months ended August 31, 2021 and 2020 was $264,776 and $0, respectively.
Note 7 – NOTES PAYABLE – RELATED PARTY
The following table summarizes the Company’s Note Payable – Related Parties as of August 31, 2021:
| Issue Date | Maturity Date | Interest Rate | Original Amount | Accumulated Payments as of August 31, 2021 | Accumulated Accrued interest as of August 31, 2021 | Balance August 31, 2021 | ||||||||||||||||
| 1/23/2019 | 3/1/2020 | 20 | % | $ | 10,000 | $ | — | $ | 5,210 | $ | 15,210 | |||||||||||
| 1/28/2020 | 1/28/2021 | 20 | % | $ | 8,200 | $ | — | $ | 2,610 | $ | 10,810 | |||||||||||
| 2/20/2020 | 2/19/2021 | 5 | % | $ | 45,169 | $ | 16,300 | $ | 2,926 | $ | 31,795 | |||||||||||
| 6/15/2021 | 6/29/2021 | 8 | % | 60,976 | — | 1,029 | 62,005 | |||||||||||||||
| $ | 119,820 | |||||||||||||||||||||
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The following table summarizes the Company’s Note 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 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 months ended August 31, 2021 and 2020, the Company recorded interest expense of $504 and $504, respectively, and accrued interest on the note on August 31, 2021 amounted to $5,210.
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 months ended August 31, 2021 and 2020, the Company recorded interest expense of $413 and $412, respectively, and accrued interest on the note on August 31, 2021 amounted to $2,610.
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 21st of the month. As of August 31, 2021, the Company paid a total of $16,300 to Fernando Leonzo in accordance with this agreement. During the three months ended August 31, 2021 and 2020, the Company recorded interest expense of $408 and $509, respectively, and accrued interest on the note on August 31, 2021 amounted to $2,926.
On June 15, 2021, the Company issued Mahmood Kahn, the Company’s CEO, a note in the amount of $121,975.70. 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 $60,975.70. During the three months ended August 31, 2021 and 2020, the Company recorded interest expense of $1,029 and $0, respectively, and accrued interest on the note on August 31, 2021 amounted to $1,029.
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Note 8 – NOTES PAYABLE
The following table summarizes the Company’s Notes Payable as of August 31, 2021:
On September 15, 2020, the Company issued a Note in the principal amount of $30,000 which had a maturity date of December 15, 2020. The Note was note repaid by the maturity date and thus bears interest at an annual rate of 6% from the date of maturity. During the three months ended August 31, 2021 and 2020, the Company recorded interest expense of $754 and $0, respectively, and accrued interest on the note on August 31, 2021 amounted to $1,282.
As part of the SA Acquisition, the Company has the following loans outstanding:
| Date of note | Amount | Maturity date | Annual interest Rate | Accrued Interest August 21, 2021 | ||||||||||||||
| PayPal Loan | 04/22/21 | $ | 33,436 | 04/22/22 | 6.9 | % | $ | 1,112 | ||||||||||
| SBA PPP Loan | 5/2/2021 | 12,937 | 05/02/26 | 1.0 | % | $ | — | |||||||||||
| SBA PPP Loan | 4/16/2020 | 3,500 | None | Waived | Waived | |||||||||||||
| SBA EIDL Loan | 10/6/2020 | 11,500 | 10/06/50 | 3.75 | % | $ | — | |||||||||||
| Short Term Loan | 9,467 | Demand | 0.0 | % | $ | — | ||||||||||||
| Total | $ | 70,840 | $ | 1,112 | ||||||||||||||
The Company has applied for forgiveness from the SBA for the outstanding PPP loans.
The aggregate balance of the Company’s notes outstanding as of August 31, 2021 and May 31, 2021, was $100,840 and $118,031, respectively.
As of August 31, 2021, future principal payments of the notes payable were approximately as follows:
| For the twelve months ending August 31, | ||||
| 2022 | $ | 100,840 | ||
The following table summarizes the Company’s Notes Payable as of May 31, 2021:
As part of the SA Acquisition, the Company has the following loans outstanding:
| Date of note | Amount | Maturity date | Annual interest Rate | Interest exp 5/11-5/31/21 | ||||||||||||||
| PayPal Loan | 04/22/21 | $ | 50,000 | 04/22/22 | 6.9 | % | $ | 253 | ||||||||||
| SBA PPP Loan | 5/2/2021 | 12,937 | 05/02/26 | 1.0 | % | $ | — | |||||||||||
| SBA PPP Loan | 4/16/2020 | 3,500 | None | Waived | Waived | |||||||||||||
| SBA EIDL Loan | 10/6/2020 | 11,500 | 10/06/50 | 3.75 | % | $ | — | |||||||||||
| Short Term Loan | 10,094 | Demand | 0.0 | % | $ | — | ||||||||||||
| Total | $ | 88,031 | $ | 253 | ||||||||||||||
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Note 9 – CONVERTIBLE NOTES PAYABLE
The following table summarizes the Company’s convertible notes payable as of August 31, 2021 and May 31, 2021:
| August 31, 2021 | 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 | — | 737,500 | 737,500 | ||||||||||||||||||
| The 2nd Note Offering | — | 180,000 | 180,000 | — | 280,000 | 280,000 | ||||||||||||||||||
| 2022 Note | — | 55,000 | 55,000 | |||||||||||||||||||||
| 2021 Notes | 16,934 | 77,000 | 60,066 | 29,633 | 77,000 | 47,367 | ||||||||||||||||||
| 2020 Note | — | 110,000 | 110,000 | — | 385,500 | 385,500 | ||||||||||||||||||
| 2019 Notes | — | 482,598 | 482,598 | — | 482,598 | 482,598 | ||||||||||||||||||
| $ | 16,934 | $ | 1,642,098 | $ | 1,625,164 | $ | 29,633 | $ | 1,962,598 | $ | 1,932,965 | |||||||||||||
The 2017 NPA Notes:
On September 25, 2017, the Company entered into a note purchase agreement (“NPA”), pursuant to which the Company issued a 7% secured promissory note (“SPN”) in the principal amount of $650,000 (the “650K Note”), which had an original maturity date of March 25, 2019. As additional consideration for the issuance of the SPN, the Company issued 300,000 restricted shares of the Company’s common stock at $1.00 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.
On November 3, 2017, the NPA was amended and an additional 7% SPN was issued to the purchaser in the principal amount of $175,000 (the “$175K Note”), which had an original maturity date of May 3, 2019. As additional consideration for the issuance of the $175K Note, the Company issued 160,000 restricted shares of the Company’s common stock at $2.10 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.
Both SPN’s are secured by a continuing security interest in substantially all assets of the Company. Under the terms of the NPA, the Company was required to pay a consulting fee of $65,000 to the purchaser. In November 2017, the purchaser agreed to and accepted from the Company, 86,667 shares of the Company’s common stock, which shares were issued at $2.00 per share, in lieu of payment of the consulting fee, which was recorded by the Company as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN’s.
On January 26, 2018, the Company entered into an NPA, pursuant to which the Company issued a Note in the amount of $125,000 (the “Note Purchase”). The Note bears interest at 7% per annum and had an original maturity date of January 26, 2019. In connection with the NPA, the Company and the Purchaser also entered into a Side Letter, pursuant to which, as additional consideration for the NPA, the Company agreed to (i) pay to the Purchaser, the first $125,000 in cash proceeds received by the Company in connection with a NPA from third parties unaffiliated with the Purchaser (the “Cash Payment”) shall be used to reduce the amount due to the Purchaser under the $175K Note, and (ii), with certain exceptions, not issue any shares of common stock or other securities convertible into shares of common stock unless and until the Cash Payment has been made in full. In January 2019, the $125,000 note which was issued on January 26, 2018 plus accrued and unpaid interest amounting to $8,654 was converted into 178,205 shares of the Company’s common stock at $0.75 per share. As of August 31, 2021, and May 31, 2021, the outstanding balance was $0, respectively.
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As further consideration for the Note Purchase, the Company entered into an agreement to amend certain SPN’s (the “Note Amendment”), pursuant to which the $175K Note and the $650K Note (together, the “Old Notes”) were amended to provide the Purchaser with the ability to convert the principal amount of such Old Notes, together with accrued interest thereon, into shares of the Company’s common stock (the “Conversion Shares”). Pursuant to the Note Amendment, the conversion price shall be equal to $1.50, subject to adjustments as set forth in the Note Amendment, and the number of Conversion Shares issuable upon conversion of the Old Notes shall be equal to the outstanding principal amount and accrued but unpaid interest due under the terms of the Old Notes to be converted, divided by the Conversion Price. The Note Amendment was treated as an extinguishment of the old notes and an issuance of new notes (the “New Notes”).
As a result of this transaction, the Company expensed the unamortized deferred financing costs of $557,462 as of the date of the extinguishment and recorded deferred financing costs on the New Notes, and the $125,000 note purchase, of $538,335, which has been fully amortized as of August 31, 2021.
In July 2018, the Company (i) issued 100,000 common shares to note holder at a conversion price of $0.875 per share, to cancel $87,500 of principal amount due by the Company regarding the $175K Note; (ii) issued 60,000 shares at $0.875 per share to the note holder representing 20,000 shares per month penalty for the 3 month period from February 2018 through April 2018; (iii) paid the note holder an aggregate of $19,250 representing 4 months of accrued interest due by the Company from January 2018 through April 30, 2018 regarding the $650K and the $175K Notes; and, (iv) shall issue 39,333 shares to the note holder representing the remainder of interest due through December 31, 2018, representing $4,302 per month due on the total principal amount due of $737,500. As a result of this transaction, the Company recorded finance costs of $151,250 during the year ended May 31, 2019.
The Company recorded interest expense of $13,012 and $13,012 during the three months ended August 31, 2021 and 2020, respectively, on the 2017 NPA Notes. The total amount of accrued and unpaid interest expense on the 2017 NPA Notes as of August 31, 2021 and May 31, 2021 was $172,272 and 159,260, respectively. As of August 31, 2021, and May 31, 2021, the outstanding balance was $737,500 and 737,500, respectively.
The Second Note offering:
In May 2018, the Company offered an NPA, in the aggregate amount of up to $500,000 (the “2nd Note Offering”) and, as of February 28, 2021, issued secured convertible promissory notes to eighteen (18) investors under the terms of the 2nd Note Offering in the aggregate amount of $830,000.
Notes issued under the 2nd Note Offering shall mature one year from the date of issuance (the “Maturity Date”), shall accrue interest at the simple rate of 7% per annum, and are convertible, at the holder’s option, prior to the Maturity Date into that number of shares of the Company’s common stock, equal to the lower of (i) $1.50 per share of common stock, or (ii) that number of shares of common stock equal to the average closing price of the Company’s common stock as reported on the OTC Markets for the preceding 30 trading days prior to the date of conversion, multiplied by 0.65 (the “Conversion Price”); provided, however, in the event the Conversion Price is calculated based on (ii) above, the Conversion Price shall not be lower than $1.00 per share of common stock. All amounts due under the terms of the Notes shall be secured by a continuing security interest in substantially all of the assets of the Company. As additional consideration for the issuance of the notes issued under the 2nd Note Offering, the Company issued one (1) restricted share of the Company’s common stock to each note holder for each $1 invested, which was recorded as deferred finance cost.
On September 12, 2019 the Company was served with a summons from the Supreme Court of the State of New York to answer a complaint filed by the Gankaku Living Trust (“Gankaku”) (Gankaku Living Trust v. Life on Earth Inc., Supreme Court of New York, No.655189/2019) claiming a breach of contract and default upon the Note. The Note was issued to the Gankaku Living Trust (“Gankaku”) by the Company on May 24, 2018 with an original maturity date of May 24, 2019. This maturity date of this note was extended on May 24, 2019 until June 24, 2019. The Company paid the outstanding interest on the note of $7,000 as part of this extension. On June 25, 2019, Gankaku’s legal counsel sent a demand letter to the Company requesting payment in
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full. Under the terms of the convertible note, the Company had 10 business days to pay the outstanding balance or the note would be in default. Under the terms of the note, upon default, the Holder shall be issued the number of common stock equal to the outstanding balance multiplied by 125%, divided by the average price, as defined. On July 17, 2019 the Gankaku’s counsel sent the Company’s counsel an official notice of default for the note and demanded the immediate issuance of Common Stock per the convertible note agreement and also demanded that the Company make all of its assets available to the Gankaku Living Trust as collateral. The Company retained counsel to represent it in this case. On July 1, 2020, the Court granted Gankaku’s Motion for Summary Judgment (the July 1, 2020 Order) in the amount of $100,000, with 7% interest per annum from June 24, 2019, $722 of court costs, and $8,040 of attorney fees (the “Judgment Amount”), and that the Company shall pay the Judgment Amount by issuing Gankaku the Company’s Common Stock equivalent to said amount as provided for in Section 5 of the Note. The Company then moved to vacate the Court’s July 1, 2020 Order, which the Court denied on November 17, 2020. The Court issued a declaratory judgment requiring the Company to pay the Judgment Amount by issuing its Common Stock Shares to Gankaku as had been provided in the July 1, 2020 Order. On February 3, 2021, the Company filed an appeal from the Court’s Order denying the Motion to Vacate the July 1, 2020 Order, which the Court has not yet ruled upon.
Effective as of June 17, 2021, we settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019 claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount. The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims. As a result of this settlement, the Company paid Gankaku $100,000 of principal and $21,976 of accrued interest.
The Company recorded interest expense of $3,503 and $6,537 for the three months ended August 31, 2021, and 2020, respectively. The total amount of accrued and unpaid interest expense on the 2nd Note Offering as of August 31, 2021 and May 31, 2021 was $44,196 and $40,693, respectively. As of August 31, 2021 and May 31, 2021 the outstanding balance of the 2nd Note was $180,000 and $280,000, respectively.
The 2022 Note:
On June 7, 2021, the Company issued a Convertible Promissory Note, in the principal amount of $55,000 which matures on June 7, 2023. The note bears interest at an annual rate of 8% which is due on maturity. The note was issued with a 10% original issue discount. The note may be converted into the Company’s common stock at a conversion price equal to $0.10 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). The Company recorded interest expense of $1,025 and $0 during the three months ended August 31, 2021 and 2020, respectively.
The 2021 Notes:
On March 19, 2021, the Company issued three (3) convertible Notes to three (3) investors. The aggregate principal amount of the Notes is $77,000, which includes an original issue discount (“OID”) amount that totals $7,000. The OID was recorded as a finance cost on the date the Note were issued.
The 2021 Notes bear interest at an annual rate of 8% and each has a maturity date of December 19, 2021. As consideration for the 2021 Notes, the Company issued 450,000 shares of the Company’s common stock at prices ranging from $0.84-$0.85 per share. As a result of this transaction the Company recorded deferred finance costs of $38,100 during the year ended May 31, 2021, which is being amortized over the life of the note. The Company recorded amortization expense of $12,699 and $0 during the three months ended August 31, 2021 and 2020, respectively. As of August 31, 2021 and May 31, 2021, the amount of unamortized capitalized finance costs amounted to $16,934 and $29,633, respectively. As of Augist 31, 2021 and May 31, 2021, the outstanding balance of the 2021 Notes was $77,000 and $77,000, respectively.
24
The 2020 Notes:
On September 10, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $110,000 which matures on September 9, 2020. The note bears interest at an annual rate of 10% and is due on maturity. The note was issued with a 10% original issue discount. On or after the maturity date, the note may be converted into the Company’s common stock at a conversion price equal to $0.75 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). Upon the occurrence of any Event of Default, as defined by the note, then the conversion price shall be reduced to a price of $0.60 per share or 56% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days, whichever is lower. As additional consideration for the funding of the note, the Company has issued an aggregate of 33,000 restricted shares of the Company’s common stock as of the date of the note at $0.54 per share. As a result of this transaction, the Company recorded deferred finance costs totaling $28,820, which has been fully amortized over the life of the note. The Company received a notice of default and breach of contract notice from the Note Holder. The default annual interest rate is 20%. The Company recorded interest expense of $5,545 and $2,773 during the three months ended August 31, 2021, and 2020, respectively. As of August 31, 2021 and May 31, 2021, the outstanding balance of the Note was $110,000 and $110,000, respectively.
On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”) filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019 Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties. Prior to the Complaint, the Company attempted to negotiate a settlement with L&H. The Company will answer the Complaint and attempt to negotiate a settlement with L&H but cannot assure the outcome of any attempted settlement, or the litigation.
On September 23, 2019, the Company issued a 10% Convertible Redeemable Note, in the principal amount of $287,500 which matures on September 23, 2020. The note bears interest at an annual rate of 10% and is due on maturity but may be paid during the term of the note in Company common stock. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 60% of average of 2 lowest closing days with 15-day lookback, based on conversion notice date. The proceeds of the note were reduced by $37,500 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $122,174 and a deferred finance cost totaling $159,674, which is being amortized over the life of the note. During the years ended May 31, 2021, and 2020, the Company recorded amortization of the deferred finance cost of $59,879 and $99,795, respectively. Also, the Company recorded credit changes in the fair value of the derivative liability of $1,070 and $10,516 during the years ended May 31, 2021 and 2020, respectively. The Company recorded interest expense of $26,713 and $19,765 during the years ended May 31, 2021 and 2020, respectively. On May 28, 2020, the note holder converted $6,500 of principal and $438 of accrued interest into 564,072 shares of the Company’s common stock at $0.0123 per share, and, on June 15, 2020, the note holder converted $5,500 of principal into 666,590 shares of the Company’s common stock at $0.0103 per share.
On July 19, 2021, The Company and the note holder agreed to settle the outstanding balance of the 10% Convertible Redeemable Note whereby the note holder converted $213,878 of the note at the note’s applicable conversion price (10%) into 2,138,775 shares of the Company’s common stock and the remaining balance of the note ($111,665) was satisfied via the Company’s cash payment of $45,331 to be paid upon the closing of the borrower’s Series C Preferred financing and the Company issued the note holder, 66,333 shares of the Company’s Series C Preferred Shares.
As of August 31, 2021, and May 31, 2010, the outstanding balance was $0 and $275,500, respectively.
25
The 2020 Notes
On September 10, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $110,000 which matures on September 9, 2020. The note bears interest at an annual rate of 10% and is due on maturity. The note was issued with a 10% original issue discount. On or after the maturity date, the note may be converted into the Company’s common stock at a conversion price equal to $0.75 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). Upon the occurrence of any Event of Default, as defined by the note, then the conversion price shall be reduced to a price of $0.60 per share or 56% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days, whichever is lower. As additional consideration for the funding of the note, the Company has issued an aggregate of 33,000 restricted shares of the Company’s common stock as of the date of the note at $0.54 per share. As a result of this transaction, the Company recorded deferred finance costs totaling $28,820, which is being amortized over the life of the note, of which $6,004 and $0 was amortized during the three months ended August 31, 2020 and 2019, respectively. The Company recorded interest expense of $2,773 and $0 during the three months ended August 31, 2020 and 2019, respectively.
On September 23, 2019, the Company issued a 10% Convertible Redeemable Note, in the principal amount of $287,500 which matures on September 23, 2020. The note bears interest at an annual rate of 10% and is due on maturity but may be paid during the term of the note in Company common stock. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 60% of average of 2 lowest closing days with 15-day lookback, based on conversion notice date. The proceeds of the note were reduced by $37,500 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $122,174 and a deferred finance costs totaling $159,674, which is being amortized over the life of the note, of which $33,265 and $0 was amortized during the three months ended August 31, 2020 and 2019, respectively. Also, the Company recorded a change in the fair value of the derivative liability of $0 during the three months ended August 31, 2020. The Company recorded interest expense of $6,107 and $0 during the three months ended August 31, 2020 and 2019, respectively. On May 28, 2020, the note holder converted $6,500 of principal and $438 of accrued interest into 564,072 shares of the Company’s common stock at $0.0123 per share.
On October 25, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $68,000 which matures on October 25, 2020. Under the terms of the Note, in the event of a default, the principal amount of the note shall increase by 150%. Because the Company failed to timely deliver shares of its common stock to the Note Holder upon receipt of the Note Holder’s notice of exercise of conversion, the note was placed in default. As a result, the Company recorded a finance expense of $34,000 during the year ended May 31, 2020. The note bears interest at an annual rate of 10% and is due on maturity. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 65% of average of 2 lowest closing days with 15-day lookback, based on conversion notice date. The proceeds of the note were reduced by $7,760 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $25,815 and a deferred finance costs totaling $33,575, which is being amortized over the life of the note, of which $6,995 and $0 was amortized during the three months ended August 31, 2020 and 2019, respectively, and recorded a change in the fair value of the derivative liability of $0 during the three months ended August 31, 2020. The Company recorded interest expense of $795 and $0 during the three months ended August 31, 2020 and 2019, respectively. During the three months ended August 31, 2020, the note holder converted $57,400 of principal into an aggregate of 5,407,042 shares of the Company’s common stock at conversion prices ranging from $0.0101-$0.0121 per share. During the year ended May 31, 2020, the note holder converted $26,700 of principal into an aggregate of 2,438,112 shares of the Company’s common stock at conversion prices ranging from $0.0069-$0.0136 per share.
26
On March 5, 2020, the Company issued a Convertible Promissory Note, in the principal amount of $38,000 which matures on March 5, 2021. The note bears interest at an annual rate of 10% and is due on maturity. After 180 days of the issuance of the Note, the note may be converted into the Company’s common stock at a conversion price equal to 61% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last twenty (20) trading days immediately prior to but not including the conversion date. As a result of this transaction, the Company recorded a derivative liability of $7,637 during the year ended May 31, 2020. The Company recorded interest expense of $958 and $0 during the three months ended August 31, 2020 and 2019, respectively.
The 2019 Notes:
On October 29, 2018, the Company issued a Secured Promissory Note (“SPN”), in the principal amount of $131,250 which had an original maturity date of November 15, 2019. The SPN does not bear interest. The SPN was issued with a 5% original issue discount. Under the terms of the Note, the Company shall repay the SPN note holder in 12 equal monthly installments of $10,938 beginning December 15, 2018. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 20,000 restricted shares of the Company’s common stock as of the date of the SPN at $1.60 per share and is obligated to issue an additional 20,000 shares, 180 days from the date of the SPN and an additional 20,000 shares, 270 days from the date of the SPN. As a result of this transaction, the Company recorded a deferred finance cost of $102,250, which is being amortized over the life of the SPN. On November 29, 2019, the maturity date of the note was extended to November 15, 2020. All other terms of the note remain the same. In consideration for the extension of the maturity date, the Company issued 131,250 shares of the Company’s restricted common stock, at $0.25 per share, the closing market price per share. As a result, the Company has recorded an additional deferred finance cost of $32,813, all of which has been fully amortized over the life of the note. As of August 31, 2021, the Company had not paid any of the monthly installments. As of August 31, 2021 and May 31, 2021, the outstanding balance of the note was $131,250 and $131,250, respectively.
On February 27, 2019, the Company issued a Secured Note (“SN”), in the principal amount of $312,500 which had an original maturity date of February 27, 2020. The SN does not bear interest. The SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the SN note holder in 12 equal monthly installments of $26,042, beginning in March 2019. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the SN at $2.0495, and the Company recorded a charge to finance expense in the amount of $102,475. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, which has been fully amortized as of ugust 31, 2021.
On December 23, 2019, the Company and a Note Holder agreed to amend the Secured Note dated February 27, 2019 because of three amortization payment failures that have occurred since the original date of the Secured Note.
As a result of the amendment, (1) the Company shall issue 50,000 restricted common stock shares to the Note Holder; (2) Through January 31, 2020 (the “30 Day Period), the Note Holder will not issue any notices, demands, or otherwise or file any lawsuits regarding any alleged breach of the Secured Note or the SPA; (3) During the 30 Day Period, the Note Holder shall have the right to convert up to $39,063 (which amount equals the Monthly Principal Amortization Amount, as defined in the Secured Note times 1.5 (plus a conversion fee of $750 for each conversion amount) at a conversion price of $0.10 per share; (4) The Company shall bring the Note current during the 30 Day Period; (5) Should the Company fail to bring the Note current within the 30 Day Period, the Note Holder may elect to exercise its conversion rights for an additional 30 day period of between January 31, 2020 to February 28, 2020 (the “Second 30 Day Period”) as a follow on conversion after the 30 Day Period for the principal amount equal to or greater than $39,063, each such conversion of which shall reduce the principal amount then owed; and, (6) Should the Note Holder elect to proceed with the Second 30 Day Period, the Note Holder agrees to extend the Forbearance for the Second 30 Day Period. As of February 28, 2021, the 50,000 shares of restricted common stock have not been issued, and, the Note Holder has not exercised his conversion rights. In October 2020, the Company received notice from the Note Holder that, under the terms of the Note, the Note Holder is entitled to default principal and fees aggregating $111,422, which has been recorded as a finance expense during the year ended May 31, 2021. On May 20, 2021, the Company and the noteholder reached a settlement agreement whereby the Company agreed to pay the noteholder $24,000 and the noteholder would convert $260,000 of the principal and accrued interest of the note into 2,600,000 shares of the Company’s common stock. The shares were issued on June 2, 2021, and as of August 31, 2021, the Company has not paid the $24,000 due under the agreement. The outstanding balance of the note at August 31, 2021 and May 31, 2021 was $122,980 and $122,980, respectively.
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On March 21, 2019, the Company issued a 2nd Secured Note (“2-SN”), in the principal amount of $312,500 which had an original maturity date of March 21, 2020. The 2-SN does not bear interest. The 2-SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the 2-SN note holder in 12 equal monthly installments of $26,042 beginning in April 2019. As additional consideration for the funding of the S,N, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the 2-SN at $1.825, and, as a result of this transaction, the Company recorded a charge to finance expense in the amount of $91,250. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, all of which has been fully amortized as of August 31, 2021.
Since execution date of the 2-SN, the Company made two scheduled payments aggregating $52,083. On October 30, 2019, in order to avoid default under the note for any further missed payments, the Company and the 2-SN note holder have agreed to a series of amendments to the 2-SN which, (i) increase the principal due under the 2-SN by a total of $55,000, which has been recorded as a finance cost during the year ended February 28, 2021, (ii) the Company paid $28,000, and (iii) the Company shall repay the remaining unpaid principal due on the 2-SN note in 7 equal monthly installments of $41,059 beginning on November 30, 2019. As of February 28, 2021, the Company has not made an installment payment. The series of amendments to the 2-SN was treated as an extinguishment of the old 2-SN and an issuance of a new 2-SN. As a result of the extinguishment of the old 2-S, the Company has recorded an additional charge to finance expense in the amount of $19,121, during the year ended May 31, 2020, the amount of which represented the remaining balance of the unamortized 20% original issue discount as of October 30, 2019, the date of the most recent amendment.
On December 18, 2019, the Note Holder converted $20,000 of the outstanding debt into 307,692 shares of the Company’s common stock at $0.065 per share and the maturity date of the Note was extended to May 31, 2020. On March 20, 2020, the Note Holder converted $22,500 of the outstanding debt into 450,000 shares of the Company’s common stock at $0.05 per share, on May 28, 2020, the Note Holder converted $5,130 of the outstanding debt into 570,000 shares of the Company’s common stock at $0.009 per share, on June 15, 2020, the Note Holder converted $4,894 of the outstanding debt into 675,000 shares of the Company’s common stock at $0.0073 per share, and, on July 7, 2020, the Note Holder converted $6,525 of the outstanding debt into 900,000 shares of the Company’s common stock at $0.00725 per share. During the three months ended August 31, 2021 and 2020, the Company recorded interest expense of $10,361 and $0, respectively. As of August 31, 2021 and May 31, 2021, the outstanding balance of the note was $228,368 and $228368, respectively.
As of August 31, 2021, future principal payments of the convertible notes payable were approximately as follows:
| For the twelve months ending August 31, | ||||
| 2022 | $ | 1,642,098 | ||
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Note 12 – LINES OF CREDIT
In April 2017, the Company entered into three credit lines with a small business lender that allows the Company to borrow up to $35,000 and bears interest at 6% per annum. The facilities require monthly payments of principal and interest. On August 31, 2021 the aggregate outstanding balance was $31,195. On May 31, 2021 the aggregate outstanding balance was $37,849.
Note 13 – CAPITAL STOCK
As of August 31, 2021, the authorized common stock of the Company was 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share. At August 31, 2021 there were 1,200,000 shares of Series A preferred stock outstanding; 100,000 shares of shares of Series B preferred stock outstanding; and, 290,000 shares of Series C preferred stock outstanding and, pursuant to the SA acquisition agreement, 210,000 shares of the Company’s preferred D shares were issued and outstanding.
On November 11, 2019, the Board of Directors and a majority of the voting power approved a resolution to effectuate a 5:1 Reverse Stock Split. Under this Reverse Stock Split each 5 shares of our Common Stock were automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company issued an additional share to all holders of fractional shares. In addition, as discussed below, the Board of Directors and the holders of a majority of the voting power approved a resolution to effectuate an increase in authorized Shares of Common Stock from One Hundred million (100,000,000) to Two Hundred million (200,000,000) shares of common stock, $0.001 par value. The Company received approval from FINRA on March 25, 2020 an, on that date, the reverse stock split became effective
The number of authorized, issued, and outstanding, and available shares of common shares as of March 25, 2020, immediately after the reverse stock split was approved by FINRA are disclosed in the table below:
| Authorized Shares of Common Stock | Number of Issued and Outstanding Shares of Common Stock | Number of Shares of Common Stock Available in Treasury for Issuance | |
| As of March 25, 2020, Pre-Increase in Authorized and Reverse Stock Split | 100,000,000 shares of Common Stock | 46,937,678 shares of Common Stock | 53,062,322 shares of Common Stock |
| As of March 25, 2020, Post- Increase in Authorized and Reverse Stock Split | 200,000,000 shares of Common Stock | 9,387,536 shares of Common Stock | 190,612,464 shares of Common Stock |
Preferred Stock
Pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the Company created new Preferred Series classes of shares out of the already 10 million shares of Preferred Stock authorized in the Company’s Certificate of Incorporation. The Company already, since its inception, had designated and issued a Class A Series of Preferred Stock consisting of one million two hundred thousand shares (1,200,000), $0.001 par value share. On April 22, 2020, the Company designated a new Series B Preferred are for a total of two hundred fifty thousand shares (250,000), $0.001 par value per share, to be designated as Series B Preferred Stock. On December 8, 2020, the Company designated a new Series C Preferred are for a total of three million shares (3,000,000), $0.001 par value per share, to be designated as Series C Preferred Stock. On May 10, 2021, the Company designated a new Series D Preferred are for a total of two hundred ten thousand shares (210,000), $0.001 par value per share, to be designated as Series D Preferred Stock.
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Series A Preferred Stock
The Series A Preferred Stock has the following rights and privileges:
Voting – One share of Series A Preferred Stock has the equivalent voting rights as 50 shares of common stock.
|
Preferred shares outstanding Preferred Shares |
August 31, 2020 | |||
| Shares Outstanding | ||||
| Fernando Oswaldo Leonzo | 600,000 | |||
| Robert Gunther | 300,000 | |||
| Jerry Gruenbaum | 100,000 | |||
| John Romagosa | 200,000 | |||
| Total | 1,200,000 | |||
The Series A Preferred Shares do not have liquidation preferences but have 50-1 preferred voting rights.
Series B Preferred Stock
Holders of Series B Preferred Shares have the following rights and privileges:
Voting - The Series B Preferred Shares shall have no voting rights.
Conversion - The holders of Series B Preferred Shares shall have the rights to convert their Series B Preferred Shares into Common Stock shares.
Dividends - The Company shall pay the holders of Series B Preferred Stock a 10% annual cash dividend paid quarterly.
| The number of Preferred Series B shares outstanding as of August 31, 2021, were: | ||||
| Holder | Number of Shares | |||
| J.Craig Holding Corp. | 50,000 | |||
| Massoud Toghraie | 25,000 | |||
| John Romagosa | 25,000 | |||
| Total | 100,000 | |||
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Series C Preferred Stock
The Company has designated 3,000,000 shares of Series C Preferred Stock, par value $0.001 per share. As of May 31, 2021
The Series C Preferred Stock does not have liquidation preferences. The Series C 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. The Company shall pay the holders of Series C Preferred Stock a 10% annual cash dividend paid quarterly., $290,000 of our Series C Preferred Stock are issued and outstanding.
| The number of Preferred Series C shares outstanding as of August 31, 2021 were: | ||||
| Holder | Number of Shares | |||
| Dr. Anshu Sharma, M.D. | 150,000 | |||
| Mahmood Khan | 111,000 | |||
| Rafael Collado | 50,000 | |||
| Axon Capital Management, Inc. | 48,000 | |||
| W. S. Gamble | 20,000 | |||
| Quick Capital Management, Inc. | 100,000 | |||
| Odyssey Funding LLC | 66,333 | |||
| Juan Romagosa | 30,500 | |||
| Total | 575,833 | |||
Series D Preferred Stock
We have designated 210,000 shares of Series D Preferred Stock, par value $0.001 per share. As of August 31, 2021, 210,000 shares of our Series D Preferred Stock are issued and outstanding.
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.
| The number of Preferred Series D shares outstanding as of August 31, 2021 were: | ||||
| Holder | Number of Shares | |||
| Amit Biyana | 128,822 | |||
| Twenty-two (22) minority shareholders of Smart Axiom, as a group | 81,178 | |||
| Total | 210,000 | |||
31
Common Stock
Shares of common stock have the following rights and privileges:
Voting – The holder of each share of common stock is entitled to one vote per share held. The holders of common stock are entitled to elect members of the Board of Directors.
Dividends – Common stockholders are entitled to receive dividends, if, and when, dividends are declared by the Board of Directors. The Company has not declared dividends since inception.
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 three months ended August 31, 2020 and 2019 the Company issued 0 and 1,125,386 shares, respectively.
Warrants
Warrants outstanding
| August 31, 2021 | August 31, 2020 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Warrants | Exercise price | Warrants | Exercise price | |||||||||||||
| Exercisable – June 1, | 149,000 | $ | 4.25 | 349,000 | $ | 4.25 | ||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Expired | 24,000 | — | — | — | ||||||||||||
| Outstanding | 125,000 | $ | 4.25 | 349,000 | $ | 4.25 | ||||||||||
| Exercisable – at end of period | 125,000 | $ | 4.25 | 349,000 | $ | 4.25 | ||||||||||
| Warrants | Strike | |||||||||
| Underlying Shares | Expiration | Price | ||||||||
| 80,000 | September 30, 2021 | $ | 4.25 | |||||||
| 35,000 | October 6, 2021 | $ | 4.25 | |||||||
| 10,000 | September 5, 2021 | $ | 4.25 | |||||||
| 125,000 | ||||||||||
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Note 14 - COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of ESD, the Company
assumed a lease for approximately 13,000 square feet of warehouse space located in Gilroy, California at a base rent of $
Rent expense for the years ended August 31, 2021 and
2020, respectively, totaled $
On November 20, 2019, a Complaint was filed
with the Superior Court-Judicial District of New Haven by a former employee, naming the Company as Defendant.
On March 23, 2021, the Company and Redstart Holdings Corp (“Redstart”) settled litigation in connection with a complaint by Redstart in the Supreme Court of Nassau County, New York alleging events of default under the terms of 2 Convertible Notes of which Redstart was the Holder. In connection with settlement of the litigation, Redstart filed a motion to dismiss their complaint against the Company with prejudice, which settles all matters pertaining to the Redstart litigation and complaint. The Company no longer owes Redstart any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.
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.
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Note 15 - INCOME TAXES
The deferred tax attributes consist of the following:
| August 31, 2021 | May 31, 2021 | |||||||
| Net operating loss carryforward | $ | $ | ||||||
| Stock based compensation | ||||||||
| Valuation allowance | ( |
) | ( |
) | ||||
| Deferred tax asset, net | $ | $ | ||||||
For the three months ended August 31, 2021, the valuation
allowance increased by approximately $
On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act (“Act”) was signed into law. The Act enduringly reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate.
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 | ||||||||
| August 31, 2021 | May 31, 2021 | |||||||
| Federal Rate | % | % | ||||||
| State Rate | % | % | ||||||
| Valuation Allowance | ( |
)% | ( |
)% | ||||
| Effective income tax rate | % | % |
As of August 31, 2010, the Company has net operating
loss carryforwards of approximately $
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 - RELATED PARTY TRANSACTIONS
In October 2013, the Company signed a distribution
agreement with Gran Nevada Beverage, Inc. (“Gran Nevada”), an entity related through common management and ownership. During
the three months ended August 31, 2021 and 2020, the Company sold $
Note 17 - SUBSEQUENT EVENTS
During the period September 1, 2021, through October 15, 2021, , the Company issued 800.276 shares of its common stock, valued at approximately $88,000.
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ITEM 2. MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the use of forward- looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Life On Earth, Inc. (the “Company,” “our” or “we”), should be read in conjunction with the notes thereto. In the opinion of management, the unaudited condensed consolidated financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation. Interim results are not necessarily indicative of results to be expected for the entire year.
We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America, which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.
COMPANY OVERVIEW
Life On Earth, Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the Company now has the capabilities of offering software that manages and secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security, latency, reliability and manageability. We have uniquely created, through our SmartAxiom subsidiary, the endpoint-to-cloud blockchain solution, while our IoT Smart Contracts allow for process intelligence and management of the process. The SmartAxiom technology is proving value in verticals such as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom.
The Company previously was a brand accelerator and incubator Company that was focused on building and scaling concepts in the natural consumer products category (“CPG”). During the year ended May 31, 2021, the Company discontinued the wholesale beverage distribution operations, and the Company announced its intention divest away from its business as a Consumer-Packaged Goods (“CPG”) Company. Accordingly, the Company’s results of operations for the year ended May 31, 2020, reflect a charge in the aggregate amount of $786,436,
On November 11, 2019, the Board of Directors and a majority of the voting power approved a resolution to effectuate a 5:1 Reverse Stock Split. and an increase in authorized Shares of Common Stock from One Hundred million (100,000,000) to Two Hundred million (200,000,000) shares of common stock, $0.001 par value. The Company received approval from FINRA on March 25, 2020 and, on that date, the reverse stock split became effective. All share and per share information has been retroactively adjusted to reflect the impact of this reverse stock split.
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Life On Earth, Inc. was incorporated in April 2013.
In October 2013, we signed a distribution agreement with Gran Nevada Beverage, Inc. (“Gran Nevada”), an entity related through common management and ownership. The agreement provides us with the right to sell and distribute Gran Nevada’s beverages in the United States with purchase prices at the then applicable wholesale prices charged to Gran Nevada’s distributors. The agreement was for an initial term of five years with automatic renewals of successive five-year terms unless terminated. We initiated sales and distribution operations in March 2014. This agreement was renewed for an additional 5 years as per the agreement. During the years ended 2020 and 2019, the Company sold $0 and $73,592 respectively. These products were produced by a third party copacker and were not purchased from Gran Nevada. The decrease in sales from 2019 to 2020 was related to limited production capacity for the Gran Nevada Horchata that the company was producing. The availability of 3rd party copackers that can produce an Horchata are limited and it directly impacted the sales. As there is currently no co-packing available for this product the Company does not know if they will be able to produce this product again in the future.
In July 2016, we entered into a stock purchase and sale agreement to acquire all of the issued and outstanding common stock of Energy Source.
Distributors, Inc. (“ESD”) from its three founding shareholders. ESD provides wholesale distribution of specialty beverage products from its headquarters in Gilroy, California. The total purchase price for the acquisition was $450,000 in cash. We retained one of the selling founders as General Manager for a term of twelve (12) months pursuant to an employment agreement to manage operations at the ESD facility in Gilroy, California. ESD is now a wholly owned subsidiary of the Company. The acquisition of ESD in July 2016 allowed the Company to expand distribution on the West Coast. In June 2019, the Company further decided to discontinue the wholesale beverage distribution operations in Northern California and, on November 4, 2019, ESD filed a voluntary petition for relief under Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of California.
In October 2017, the Company acquired Victoria’s Kitchen, LLC (“VK”). VK is a specialty beverage company that makes exceptional European-inspired drinks. VK’s beverages are natural and all the beverages are Gluten-Free, GMO-Free, Dairy-Free, Vegan and contain no artificial ingredients or preservatives.
On April 30, 2018, the Company acquired The Giant Beverage Company Inc. (“Giant” or “GBC”). Giant is a Direct Store Delivery (DSD) business that covers the five boroughs of New York City under an eight-route distribution system. GBC serviced over 600 accounts in the five boroughs. Giant services mainly independent retailers but was expanding to service authorized chain accounts.
On May 7, 2019, Life On Earth, Inc., GBC, and Frank Iemmiti and Anthony Iemmiti (“Frank and Anthony Iemmiti”) entered into a Dispute Resolution and Resale agreement that will resolve all existing disputes between the two parties and will also result in the sale of the ownership of Giant back to Frank and Anthony Iemmiti. Under the terms of the agreement, the Company deposited $50,000 into an Attorney’s Trust Account. Frank and Anthony Iemmiti have a continuing obligation to provide the Company with all financial information of Giant (the “Giant Financial Information”) that the Company needs to complete its SEC reporting requirements. On July 4, 2019 the Company and Frank and Anthony Iemmiti executed a Dispute Resolution and Resale agreement that at the closing the Company authorized the release of the $50,000 to Frank and Anthony Iemmiti. Also, at closing, the Company also paid Frank and Anthony Iemmiti the agreed upon consideration of $62,718 of the Company shares at $0.80 per share. Lastly at the closing, with an effective date of March 2, 2019 the Company sold GBC to Frank and Anthony Iemmiti for 291,000 shares of the Company stock that they owned. The sale of the Giant Beverage Company to Frank and Anthony Iemmiti became effective March 1, 2019.
On May 11, 2021, LFER acquired SmartAxiom with all their assets including intellectual properties, Patents and core Internet of Things (IoT) software that enables securing sensor devices and communication to the cloud-based software. The agreed purchase price was $6,250,000 paid as follows: (a) $1,950,000 by issuing 13,000,000 shares of the Company’s common stock, upon closing; (b) $2,100,000 by issuing 210,000 shares of the Company’s Series D convertible preferred shares (each share of the Company’s Series D convertible preferred is convertible into 10 shares of the Company’s common stock); and, (c) $2,200,000 to be paid pursuant to a full earnout based on SmartAxiom GAAP revenue recognition in the amount of $1,500,000 within the first eighteen months after closing date of the acquisition. The earnout will be prorated based on the SmartAxiom revenues received over an eighteen-month period.
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Our principal executive offices are located at 575 Lexington Avenue, 4th Floor, New York NY 10022 and our telephone number (646) 844-9897.
Coronavirus Risks
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.
The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. The significant outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and may continue to do so, which could adversely affect our business, results of operations and financial condition.
Sales and Distribution
The Company markets and sells its logistics solutions based on proprietary patented technologies. The logistics solution consists of a multi-tenant cloud system managing BlockTracker cellular tracking devices, which sense location, temperature, vibration, pressure and light level. The device can also act as a gateway and connect to additional nearby sensors via Bluetooth Low Energy (BLE). It has one temperature logger per box and reports to one BlockTracker per installed box. The management system, built with SmartAxiom’s Tenacious cloud backend, shows shipment location and condition, and notifies by short messaging service (SMS) when monitored parameters like temperature, humidity, light, vibration etc. exceed configured parameter, has geofencing and tools to activate devices and assemble shipments. The company has developed complete end-to-end solution for multiple industries with Supply Chain Management, Warehouse and Asset Management, and Industrial IoT solutions. These solutions are targeted to serve the fastest-growing IoT base edge computing, mobility (tracking and visualizing distributed assets) and manufacturing industry IoT solution markets. The Company also provides custom solution services to adopt and integrate its standard solution to customer environments and specification through its consulting, integration and support services group. The custom solutions focus is solving customers’ cyber security and vulnerabilities in their IoT business environment with patented IoT technologies.
Production and Distribution
The Company strategy is to create end-to-end solution and partner with platform technologies providers and system integrators. Our focus is to develop solutions and provide customization, integration and support to our partners. We have a small team of highly technical and experienced personnel to support our various partners that include Renesas (our IoT platform partner), Amazon & Microsoft (our Cloud platform partners), IBM (Block Chain software partner) and several system integrators and technologies providers. Our primary software development is conducted in California, USA. We also have an offshore development and support center in India. In addition, we have expert resources in Dublin, Ireland.
Competition
Our SmartAxiom product line has multiple competitors for Internet of things (IoT) security technologies, which include Mocana, DeviceAuthority, Xage and Atonomy. However, these vendors do not address the distributed block chain technologies, nor do they have any rival patents in this space. In the logistics industry there are literally hundreds of competitors. Our competitors have greater operational histories, financial resources and personnel than we do. On the other hand, we have a comprehensive solution protected by our patented technologies such as the edge security software with distributed blockchain security for IoT devices.
The Company’s solution differentiators and advantage of our technologies-based solution is the robust end-to-end solution.
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Government Regulation
There are no government regulations that we need to adhere to support IoT solutions.
Employees
The Company currently has three full-time employees, as follows: a CEO, COO, and President, and its wholly owned subsidiary, SmartAxiom, Inc., has 6 full-time employees and 8 subcontractors and services providers.
Certain positions, such as senior sales executives, solution architects and customer support for both the Company and its wholly owned subsidiary, are being filled with paid independent contractors or insider owners who do not receive cash compensation but may receive stock compensation. In certain regions of the United States, we utilize the services of direct sales and distribution companies. The Company also outsources its logistics to third parties, which can reduce the need for employees in these roles.
Intellectual Property Protection
The Company has secured a registered trademark for its name and logo. The Company also has trademarks registered for the Victoria’s Kitchen and Just Chill brands. No Trademarks have been filed to date with respect to SmartAxiom.
SmartAxiom owns two issued patents U.S. Patent No. 10,924,466 (System and method for IOT security) and 11,032,293 (System and method for managing and securing a distributed ledger for a decentralized peer-to-peer network). These patents will expire at approximately May 2, 2
The Company has secured a registered trademark for its name and logo. The Company also has trademarks registered for the Victoria’s Kitchen and Just Chill brands.
Issued Patents
The Company has 3 currently pending patent applications and 2 issued patents as stated below:
1. Patent
No. 11,032,293 – June 8, 2021 (same as application no. 16/272,358 and publication no. 2019-0253434 A1 published 8/15/2019).
Title –
SYSTEM AND METHOD FOR MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORK
a. Currently
pending Continuation application of above issued patent - 17/340,928 – filed 6/7/2021 Title –
SYSTEM AND METHOD FOR MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORK
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2. Patent No.: US 10,924,466 B2, Pub. Date of Patent: Feb.16,2021 (same as application no. 16/048,140 and publication no. 2029-0036906 A1 Published 1/31/2019)
a. Currently pending Continuation application of above issued patent – Application No. 17/169,356 (same as publication no. 2021-0160233 A1 published February 5, 2021) title - SYSTEM AND METHODS FOR IOT SECURITY
Published not issued yet patent applications.
3. Published Patent Number: US 2019/0273623 Al, Pub. Date: Sep. 5, 2019 – currently pending no issued. Title - Systems and Methods for a Blockchain Multi-Chain Smart Contract Time Envelope.
GOING CONCERN QUALIFICATION
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company incurred net losses from inception of approximately $18,900,000, has limited revenues, and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, whether it successfully acquires revenue generating companies or assumes new businesses that generate material revenues.
At August 31, 2021, we had cash on hand of approximately $148,000 and an accumulated deficit of approximately $18,900,000. See “Liquidity and Capital Resources.”
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances. There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We have identified below our accounting policies that we use in arriving at key estimates that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 1 to Consolidated Financial Statements of this Report.
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Revenue Recognition
The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model (as described in Note 1 to the Consolidated Financial Statements of this Report) 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.
Revenue consists of the gross sales price, less allowances for which provisions are made at the time of sale, and less certain other discounts, allowances, and rebates that are accounted for as a reduction from gross revenue. Costs incurred by the Company for shipping and handling charges are included in cost of goods sold.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles are reviewed for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the asset. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the asset is greater than the carrying amount, further testing of goodwill for impairment is not required. If the carrying amount of the asset exceeds the asset’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that asset. Identifiable intangible assets acquired in business combinations are recorded at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As part of the Company’s annual review of goodwill and intangibles we performed a detail analysis of the intangibles recorded as they relate to the acquisitions of JC and VK. Based on this analysis, the Company recorded an impairment charge of $299,000 related to the JC acquisition as of May 31, 2020. The Company also wrote off the goodwill recorded in the VK acquisition, in the amount of $195,000.
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Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended August 31, 2021, the Company received $158,500 from the sale of 158,500 shares of Series C Preferred Stock and received $62,000 from the issuance of a note payable to a related party, $61,000 from the sale of Series C Preferred Stock to a related party, and, $50,000 form the issuance of a convertible note payable.
During the year ended May 31, 2021, the Company received $100,000 from the issuance of 100 shares of the Company’s Series B Preferred Stock., and, received $220,000 from the issuance of the 220 shares of the Company’s Series C Preferred Stock. During June 2021, the Company received $170,000 from the issuance of 170 shares of the Company’s Series C Preferred Stock. During the year ended May 31, 2021, the Company received $70,000 from the issuance of convertible notes payable and $30,000 from the issuance of a term note and paid $9,000 of notes payable to related parties.
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RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020:
Sales
Sales for the three months ended August 31, 2021 were approximately $26,000 compared to $0 for the three months ended August 31, 2020, as a result of sales by our SA subsidiary.
Operating Expenses
Operating expenses totaled approximately $578,000 for the three months ended August 31, 2021 as compared to approximately $257,000 for the three months ended August 31, 2020. The increase in operating expenses of $321,000 was primarily related to the acquisition of SA and consisted of several factors, including, increased professional fees of $27,000, increased salaries and benefits of $39,000, increased other selling, general and administrative expenses of $43,000 and increased amortization of $265,000, offset by decreased officers compensation of $53,000.
Other Expense
During the three months ended August 31, 2021, the Company recorded interest and financing costs of approximately $159,000 as compared to approximately $90,000 during the three months ended August 31, 2020. Interest and financing costs primarily result from the amortization of deferred financing balances that were incurred by the Company to finance operations. During the three months ended August 31, 2021, the Company recorded a credit for the fair value of contingent consideration of $352,000 as compared to $0 during the three months ended August 31, 2020, related to the acquisition of Just Chill, which arises from the measurement of LFER stock on the 12-month anniversary of the acquisition and subsequent Balance Sheet reporting dates. The contingency shares were issued to the JCG Group during the three months ended August 31, 2021. During the three mpnths ended August 31, 2021, the Company recorded a credit for the fair value of derivative liability of $111,000 as compared to $0 during the year ended August 31, 2020. During the three months ended Augiust 31, 2021, the underlying note of the derivative liability has been converted to 2,138,775 shares of the Company’s common stock and the Company no longer has an obligation for the derivative liability.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure the information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of August 31, 2021, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
The determination that our disclosure controls and procedures were not effective as of August 31, 2021, is a result of not having adequate staffing and supervision within the accounting operations of our Company. The Company plans to expand its accounting operations as the business of the Company expands.
MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting during the quarter ended August 31, 2021 that have materially affected or are reasonably likely to materially affect our internal controls.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Settlement of Gankaku Litigation
Effective as of June 17, 2021, we settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019 claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount. The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.
Settlement of Redstart Litigation
On March 23, 2021, the Company and Redstart Holdings Corp (“Redstart”) settled litigation in connection with a complaint by Redstart in the Supreme Court of Nassau County, New York alleging events of default under the terms of 2 Convertible Notes of which Redstart was the Holder. In connection with settlement of the litigation, Redstart filed a motion to dismiss their complaint against the Company with prejudice, which settles all matters pertaining to the Redstart litigation and complaint. The Company no longer owes Redstart any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.
Complaint by Anshu Sharma and Aditya Sharma
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.
Complaint by Note Holder
On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”), filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of Implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019 Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties.
Complaint by Former Employee
On November 20, 2019, a Complaint was filed with the Superior Court-Judicial District of New Haven by a former employee, naming the Company as Defendant. The Complaint claims that the Company owes the former employee back wages of $60,000 and unpaid expenses of $20,000, which were due to be paid to the former employee upon his termination from the Company on November 1, 2019, in accordance with an employment agreement dated November 18, 2018. The Company has responded that the employee was terminated for cause and is no longer obligated under the terms of the employment agreement. As of August 31, 2020, the parties have not engaged in extensive discovery or any substantial motion practice and no trial date has been set. In addition to the back wages of $60,000, severance of $45,000 and unpaid expenses of $20,000, the Company has recorded legal expenses of $15,000 during the year ended May 31, 2020, as a result of receiving the Complaint.
There are no other legal or governmental proceedings that are presently pending or, to our knowledge, threatened, to which we are a party.
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ITEM 1A RISK FACTORS
As a smaller reporting company, we are not required to include risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINING SAFETY DISCLOSURE
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| Exhibit Number | Description |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS * | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Life On Earth, Inc. | |||
| Date: October 15, 2021 | By: | /s/ Mahmood Alam Khan | |
|
Mahmood Alam Khan Chief Executive Officer and Board of Director (Principal Executive Officer) |
|||
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