Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2021
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________________ to _________________________
Commission file number: 333-152444
THE 4LESS GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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90-1494749 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
106 W. Mayflower, Las Vegas, NV |
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89030 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 702-267-6100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class of Stock |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
FLES |
Other OTC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
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.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically on its corporate Website, if any, 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).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large Accelerated filer |
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Accelerated filer |
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Non-Accelerated filer |
[X] |
Smaller reporting company |
[X] |
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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 new 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 [ ] No [X]
The aggregate market value of common stock, par value $0.000001 per share, held by non-affiliates of the registrant, based on the average bid and asked prices of the common stock on July 31, 2020 (the last business day of the registrant’s most recently completed second quarter) was approximately $99,547.
Number of common shares outstanding at May 7, 2021: 2,470,913
THE 4LESS GROUP, INC.
FORM 10-K
TABLE OF CONTENTS
PART I |
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3 |
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ITEM 1. |
Business |
3 |
ITEM 1A. |
Risk Factors |
8 |
ITEM 1B. |
Unresolved Staff Comments |
8 |
ITEM 2. |
Properties |
8 |
ITEM 3. |
Legal Proceedings |
8 |
ITEM 4. |
Mine Safety Disclosures |
8 |
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PART II |
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9 |
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ITEM 5. |
Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities |
9 |
ITEM 6. |
Selected Financial Data |
19 |
ITEM 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
19 |
ITEM 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
ITEM 8. |
Financial Statements and Supplementary Data |
24 |
ITEM 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
24 |
ITEM 9A. |
Controls and Procedures |
24 |
ITEM 9B. |
Other Information |
25 |
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PART III |
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26 |
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ITEM 10. |
Directors, Executive Officers and Corporate Governance |
23 |
ITEM 11. |
Executive Compensation |
28 |
ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
28 |
ITEM 13. |
Certain Relationships and Related Transactions, and Director Independence |
30 |
ITEM 14. |
Principal Accounting Fees and Services |
30 |
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PART IV |
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31 |
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ITEM 15. |
Exhibits and Financial Statement Schedules |
31 |
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FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this annual report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this annual report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.
The 4Less Group, Inc. is referred to hereinafter as “we”, “our”, or “us.
PART I
Item 1. Business.
Our Corporate History and Background
We were originally formed as RX Scripted, LLC on December 30, 2004 as a North Carolina limited liability company and then converted to a Nevada corporation as RX Scripted, Inc. on December 5, 2007. We remain a Nevada corporation. On January 7, 2010, we changed our name to MedCareers Group, Inc. MedCareers Group operated a website for nurses, nursing schools and nurses’ organizations to foster better communication between nurses and the nursing profession. On November 19, 2010 , the Company entered into a Share Exchange Agreement (the “Exchange”) with Nurses Lounge, Inc., a Texas corporation (“Nurses Lounge”) and its nine shareholders (the “Nurses Lounge Shareholders”), whereby we issued 24,000,000 restricted shares of common stock to the Nurses Lounge Shareholders in exchange for 100% of the issued and outstanding shares of common stock of Nurses Lounge. Although 24,000,000 restricted shares were issued in connection with the Exchange, certain of our significant shareholders agreed to cancel some of the shares of common stock they owned so that the net effect of the Exchange was an increase to the outstanding shares of common stock by 7,175,000 shares rather than 24,000,000. Included in the shareholders receiving shares of common stock in connection with the Exchange, was Timothy Armes, founder and president of Nurses Lounge, Inc., who received 14,902,795 shares.
On November 29, 2018, we entered into a Share Exchange Agreement whereby we acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4Less”), a private company, in exchange for our issuance of nineteen thousand (19,000) shares of our Series B Preferred Stock, 6,750 Series C Preferred Shares, and 870 Series D Preferred Shares.
Shareholder |
# of Series B Preferred |
# of Series C Preferred |
# of Series D Preferred |
Christopher Davenport |
17,100 |
6,075 |
675 |
Sergio Salzano |
1,900 |
675 |
75 |
Timothy Armes |
1,000 |
0 |
120 |
TOTAL |
20,000 |
6,750 |
870 |
- 3 -
The Series C Preferred Shares have a right to convert into our common stock by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. As a result of this Share Exchange, the former shareholders of the private company, 4Less, became our controlling shareholders. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein the private company, 4Less is considered the acquirer for accounting and financial reporting purposes. Pursuant to the transaction, Tim Armes, our CEO, cancelled 60,000,000 shares of common stock in exchange for 120 shares of Series D Preferred Stock. As a result of the transaction, 4Less, the private company, became our wholly owned subsidiary and there was a change in our control whereby Christopher Davenport and Sergio Salzano, collectively then hold voting rights equal to 63.37% of the total voting rights at any given time by virtue of holding 95% of the Series B Preferred Stock.
On December 12, 2019, The 4Less Corp. name was changed to Auto Parts 4Less, Inc., a Nevada corporation, and continues to operate as our wholly owned subsidiary.
Our Business
Along with our website currently under development, autoparts4less.com (as described below), that we are developing into our flagship website, we operate 3 niche websites through which we sell auto parts that are direct listed across marketplace and social media sites, including marketing products through online marketplaces and social media platforms, such as Facebook, Instagram, YouTube and Google:
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LiftKits4LESS.com* |
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Bumpers4LESS.com* |
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TruckBedCovers4LESS.com* |
We operate as an e-commerce retailer and distributor of auto and truck parts, including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. The e-commerce auto equipment market is composed of 2 segments, the direct replacement referred to as the “OE” (Original Equipment) market, typically used for automobile repairs, and the after-market automobile parts market, typically for customization of vehicles. We deal exclusively in the aftermarket.
Our proprietary web sites include order customization, live chat, install videos, directions, and installation services, in our effort to provide a quality buying experience for consumers interested in purchasing aftermarket auto parts on the Internet today.
A list of our current products appears below.
Lights |
Stingers |
Performance Parts |
Exterior Accessories |
Off-Road LED Lights |
Fenders |
Cooling and Heating |
Soft and Hard Tops |
Switches Housing Kits |
Fender Flares |
Superchargers |
Roof Parts |
Mounts |
Fender Liners |
Recovery Gear and Towing |
Mud Flaps |
Brackets |
Fender Overlay |
Trailer Hitches |
Roof Parts |
Light Covers |
Fender Armor |
5th Wheel Hitches |
Rooftop Tent Parts |
Lighting Accessories |
Inner Fenders |
5th Wheel Accessories |
Awning |
Lighting Harness ) |
Air Intake Parts |
Gooseneck Hitches |
Hoods |
Vehicle Lights |
Air Filters |
Towing Electrical |
Hood Accessories |
Markers) |
Air Cleaners |
Wiring Harnesses |
Windshield |
Brake Lights |
Air Intake Kits |
Electrical Adapters |
Cages |
3rd Brake Lights |
Drive Train |
Taillight Converters |
Cage Accessories |
Taillights |
Caster and Camber Kits |
Wiring Connectors |
Exterior Accessories |
Headlights |
Carrier Bearing Drop kits |
Towing Accessories |
Suspension |
Work Lights |
Drive Shaft |
Tow Hooks |
Add-A-Leaf |
Steering Stabilizers |
Ring Pinion |
Tow Straps |
Control Arms |
Dual |
Ring Pinion Parts |
Ball Mounts |
Radius Arms |
Single |
Differentials |
Couplers) |
Leaf Springs |
Steering Reinforcement |
Differential Lockers |
Shackles |
Traction Bars |
Shocks |
Differential Covers |
Weight Distribution |
Sway Bar Kits |
Shock Mounts Hoops |
Overhaul Kits |
Trailer Parts & Accessories |
Steering |
Coil Overs |
Differential Parts |
Cargo Management |
Tie Rods |
Bump Stops And Speed Bumps |
Transfer Case |
Winches |
Spindles |
Hydro |
Transfer Case Parts |
Winch Rope |
Knuckles |
Nitro |
Gear Sets |
Winch Accessories |
Track Bar |
Struts |
Spider Gear Sets |
Recovery Rope |
Coil Spring Components |
Shock Accessories |
Drive Train Accessories |
Recovery Kits |
Ball Joints |
Performance |
Drive Train Parts |
Transmission |
Hangers |
- 4 -
Lift Kits |
Electronics |
Clutches Parts and Kits |
Pitman Steering Arms |
Suspension Lifts |
Exhaust |
Wheels |
Block and U-Bolt Kits |
Leveling Lifts |
Catalytic Converters |
Tire Carriers |
Lift Blocks |
Body Lifts |
Exhaust Systems |
Wheel Spacers |
U-Bolts |
Accessories |
Mufflers |
Wheel Parts |
Air Bags |
Truck Bed Covers & Accessories |
Exhaust Parts |
Power Train |
Lowering Kits |
Bed Covers |
Exhaust Manifolds |
Engine |
Brakes |
Bed Liners |
Pipes |
Belts |
Brake Lines |
Bed Cage |
Interior Parts |
Ignition |
Brake Controllers |
Bed Bars |
Dash and Console |
Spark Plugs |
Brake Hoses |
Bed Rail |
Floor Mats |
Tailgate |
Rotors |
Grab & Roll Bar |
Carpet and Liners |
Exterior |
Brake Control Harnesses |
Sport Bars |
Seat Covers |
Armor and Skid Plates |
Brake Parts |
Tailgate |
Door and Entry |
Rock Sliders |
Axles |
Toolboxes and Brackets |
Carpet |
Body Armor |
C-Notch |
Cab Covers |
Dash Parts |
Rocker Panel |
Assemblies |
Steps Running Boards |
Door parts |
Bed Extenders |
Axle Parts |
Sliders |
Interior Accessories |
Bike Racks |
Axle Shafts |
Grilles |
Sunshades |
Body |
Axle Accessories |
Bumpers |
Storage |
Deflectors |
Other Suspension Parts |
Bumper Accessories |
Mirrors |
Engine Under Hood |
Drag Links |
Bull Bars |
Oil Filters |
Exterior Parts |
Kicker Braces |
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ATV |
We target online consumers’ buying habits by shifting away from “all things to all people” web sites to highly targeted niche websites to quickly respond to market forces. Our niche Websites allow us to target buyers that are shopping for specific products, for example the lift kits that we offer at LftKits4Less.com. We currently have 3 branded e-commerce websites, which sites offer products from approximately 500 manufacturers:
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LiftKits4LESS.com |
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Bumpers4LESS.com |
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TruckBedCovers4LESS.com |
We also direct list and sell our products through social media platforms, most significantly, through Facebook, YouTube, and Google.
Our LiftKit4Less.com web site, represents:
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Approximately 179,000 Parts |
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From 46 Manufacturers |
Can Search Products Listed
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9 Categories Including Lights & Exterior Accessories |
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66 Subcategories Including Wheels, Electronics & Interior Parts |
Select Parts for Over
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28 Makes of Vehicles Such as Ford, Chevy and Land Rover |
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100 Models Including Trucks, SUVs and Jeeps |
AutoParts4Less.com Launch Expected Timeline
During the first half of 2021 4Less expects to finish development and beta testing with goal to launch AutoParts4Less.com for aftermarket auto parts manufacturers to sell their parts direct to the public.
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Development Team |
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March 2020 India Development Team is hired. |
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Platform |
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Amazon Web Services (AWS) cloud computing platform chosen to operate AutoParts4Less.com |
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Marketing |
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Begin marketing marketplace services to aftermarket manufacturers in December 2020 |
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Data Input |
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Manufacturers start loading their parts info 1st quarter 2021 |
Auto Parts 4less Marketplace Functionality for Manufacturers
Our Auto Parts 4less website will have the following elements:
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Manufacturers create an account allowing easy onboarding of products. |
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Offer premium placement in search results. |
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Ratings and reviews can be responded to. |
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Ability to answer basic questions from purchasers. |
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How-to video galleries. |
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Keyword advertising. |
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Promote discounts on products. |
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4Less can push product lines to other marketplaces such as eBay and Amazon. |
Significant Developments in fiscal 2021
At the beginning of 2020, we established our goals which were to reduce debt, obtain minimally dilutive new capital, cut costs and develop the AutoParts4Less.com marketplace.
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The reduction of debt, began in late January of 2020, first by exchanging $1.1 million of debt, that was convertible at highly discounted rates, in exchange for 250 shares of The 4Less Group’s Series C Convertible Preferred Stock. The 250 shares of Series C Preferred represent an approximate 2.5% ownership stake. |
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This was followed in August 2020 by the exchange of the remaining highly discounted convertible debt totaling approximately $2.3 million in principal and accrued interest, plus over $1 million in additional associated derivative liabilities. |
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The convertible debt was replaced with a $1.2 million, non-convertible promissory note with a 2-year term and a fixed interest rate of 12%, which resulting s in savings of $1.1 million in total debt with a substantially lower interest rate. |
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As part of the settlement, the investor received, along with the 1.2 million note, 950 thousand warrants with a $0.40 exercise price and 150 shares of series C preferred shares. |
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With the Company’s debt restructuring complete, it focused on ways to raise additional capital that would be minimally dilutive to existing shareholders. To accomplish these goals we began first by reducing our authorized shares from 1 billion down to 15 million and then applied for and was approved for our common stock to be quoted on the OTC Markets Group, Inc.’s OTCQB® tier Venture Market (the “OTCQB”) under the symbol “FLES”, which became effective as of the open of trading on February 16, 2021. |
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On December 21, 2020 we were qualified by the SEC to begin a $15 million tier 2 Regulation A capital raise at $2.00 per share for a one year period. If f the entire 15 million is raised, it will add an additional 7,500,000 common shares to our shares outstanding. |
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We achieved substantial cost cutting by reducing our employee head count down to 7 full time individuals as well as the consolidation of office space into a portion of our warehouse area. Additionally, we hired Commerce Pundit, an international software development firm with offices in the U.S. and India to begin development of our multivendor auto parts marketplace, AutoParts4Less.com, which we expect to launch in mid-summer of 2021. |
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Distribution
Our distribution is accomplished as follows:
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Direct drop ship from manufacturers to consumers – Approximately 80% |
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Direct drop ship from Warehouse Inventory Companies to consumers – Approximately 15% |
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Consumer Purchases directly through our own warehouses – Approximately 5% |
Sales
Our sales are derived from the following:
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eBay and Walmart – We sell our products on eBay and Walmart and pay a fee to eBay or Walmart in connection with each sale. |
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Build and launch additional niche websites. |
51% of our sales are currently generated through our own websites
Business Strategies
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Continually develop best in class technological modules to increase visitor conversions. |
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Direct ordering through our websites |
Our Growth Strategy
Competition
We directly compete for buyers to use our web sites over many competitors, e-commerce giants, Amazon, and eBay. The sale of automotive parts, accessories and maintenance items is highly competitive in many areas, including name recognition, product availability, customer service, store location and price. We compete in the aftermarket auto parts industry, which includes both the retail DIY and commercial do-it-for-me (“DIFM”) auto parts and products markets.
Our competitors include national, regional and local auto parts chains, independently owned parts stores, online automotive parts stores or marketplaces, wholesale distributors, jobbers, repair shops, car washes and auto dealers, in addition to discount and mass merchandise stores, hardware stores, supermarkets, drugstores, convenience stores, home stores and other retailers that sell aftermarket vehicle parts and supplies, chemicals, accessories, tools and maintenance parts. We compete on the basis of customer service merchandise quality, selection and availability; product warranty; store layouts, location, and convenience; price; and the strength of our brand name, trademarks, and service marks.
Competitive Advantages
Our web sites offer substantial value-added content, including:
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Installation guides |
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Install videos |
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High impact photos |
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Order customization and live chat with a technical expert |
Competitive Disadvantages
Our competitors include national, regional and local auto part chains, independently owned parts stores, online automotive parts stores or marketplaces, wholesale distributors, auto deals, discount and mass merchandise stores, hardware stores, home stores and other retailers that sell vehicles parts and supplies chemicals, accessories, tools, and maintenance parts. Most of our competitors have greater financial and operational resources than we do.
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Marketing Strategies
We have primarily relied upon organic growth, which is estimated to account for approximately 75% of our sales, Additionally, we market via Google reviews, our YouTube channel, Video Review, and advertising on Facebook.
Employees
We have 7 full-time employees:
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Our Chief Executive Officer/Chief Financial Officer Tim Armes |
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President of our wholly owned subsidiary, Auto Parts 4 Less, Inc. Christopher Davenport |
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Customer Service Manager |
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Install Center Manager Robert |
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Customer assistant |
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Salesperson |
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Warehouse Manager |
Target Markets
Our target markets include all users of auto parts.
Item 1A. Risk Factors
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties.
Executive Offices
We maintain offices at 106 W Mayflower, Las Vegas, Nevada 89030. We pay monthly rent of $6,400 and our lease expires on June 30, 2022, with an additional one year renewal.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
None.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is traded on the OTC Pink market (otherwise known as the “pink sheets”) maintained by OTC Markets under the symbol “FLES”. The following table sets forth, for the periods indicated, the high and low sales prices, which set forth reflect inter-dealer prices, without retail mark-up or mark-down and without commissions; and may not reflect actual transactions. The Company effected a 4,000 to 1 reverse stock split on February 25, 2020, so the post reverse split prices are shown.
Calendar Quarter Ending |
Low |
High |
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January 31, 2021 |
0.20 |
4.48 |
October 31, 2020 |
0.06 |
6.40 |
July 31, 2020 |
0.05 |
0.20 |
April 30, 2020 |
0.11 |
0.40 |
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January 31, 2020 |
0.40 |
7.20 |
October 31, 2019 |
4.00 |
186.40 |
July 31, 2019 |
44.00 |
5,400.00 |
April 30, 2019 |
1,199.04 |
16,786.60 |
No cash dividends on the Company common stock have been declared or paid since the Company’s inception. The Company had approximately 104 shareholders at April 9, 2021. This does not include shareholders that hold their shares in street name or with a broker.
Recent Sales of Unregistered Securities
Preferred Stock
On June 11, 2018, we filed with the state of Nevada designations for Series C and D Preferred Stock of the Company, as well as amended designation for our Series A and B Preferred Stock. Series A Preferred Stock consists of 330,000 authorized shares. Series A Preferred shares have no voting rights and carry conversion rights into common stock of the Company at a rate equal to factor of total issued and outstanding common stock a the time of conversion divided by 0.0152. Series B Preferred Stock consists of 20,000 shares. Series B shares in total shall have voting rights equal 66.7% of the total voting rights (all common shares plus all other series of preferred stock as if they had converted on that date). Series C Preferred Stock consists of 7,250 shares. The total of the Series C Preferred shares shall convert to our common stock by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. Conversion is automatic as of December 31, 2022, regardless of the acts of the holders. Series D Preferred Stock consists of 870 shares. Series D Preferred shares have no voting rights and are redeemable for $1,000 per share at the discretion of either the holder us. For more details regarding the right and obligations of the respective series of preferred stock, please review the Exhibits 3.1-3.4. filed on Edgar on November 13, 2018 and incorporated herein by reference.
During the year the ended January 31, 2021, we issued the following shares of Class C Preferred stock:
● 100 shares to repay accrued expenses related party for $11,177
● 250 shares for $9,105 to a lenders as part of a debt exchange
● 150 shares for $ 20,290 to a lender as part of a debt settlement
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Common Stock
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Consideration |
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Date |
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# Shares |
Number of shares outstanding, |
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23 |
Common stock at issued 52% discount to market per note conversion agreement |
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Convert a portion of note payable including $6,050 of principal and $2,341 of accrued interest |
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15-Nov-17 |
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2 |
Common stock at issued 52% discount to market per note conversion agreement |
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Convert a portion of note payable including $4,400 of principal and $1,743 of accrued interest |
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29-Nov-17 |
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3 |
Common stock at issued 52% discount to market per note conversion agreement |
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Convert a portion of note payable including $4,400 of principal and $1,745 of accrued interest |
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8-Dec-17 |
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3 |
Common stock at issued 50% discount to market per note conversion agreement |
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Convert a portion of note payable including $2,550 of principal |
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19-Jan-18 |
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Accrued expenses converted to common stock – related party |
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Convert a portion of accrued expense of $2,250 |
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31-Jan-18 |
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Accrued expenses converted to common stock – related party |
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Convert a portion of accrued expense of $1,125 |
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31-Jan-18 |
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1 |
Accrued expenses converted to common stock |
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Convert a portion of accrued expense of $750 |
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31-Jan-18 |
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Common stock issued for services |
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Services valued at $3,000 |
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31-Jan-18 |
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Common stock issued for services |
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Services valued at $300 |
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31-Jan-18 |
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Number of shares outstanding, |
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35 |
Common stock at issued 52% discount to market per note conversion agreement |
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Convert a portion of note payable including $2,200 of principal and $1,145 of accrued interest |
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6-Jun-18 |
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Common stock at issued 52% discount to market per note conversion agreement |
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Convert a portion of note payable including $1,760 of principal and $978 of accrued interest |
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30-Jul-18 |
|
2 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,650 of principal and $944 of accrued interest |
|
9-Oct-18 |
|
2 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,540 of principal and $941 of accrued interest |
|
22-Oct-18 |
|
2 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,373 of accrued interest |
|
9-Nov-18 |
|
1 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,750 of accrued interest |
|
9-Nov-18 |
|
2 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,950 of accrued interest |
|
15-Nov-18 |
|
2 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $13,863 of principal and $9,176 of accrued interest |
|
16-Nov-18 |
|
1 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,235 of accrued interest |
|
19-Nov-18 |
|
3 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,108 of principal and $1,890 of accrued interest |
|
21-Nov-18 |
|
4 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,322 of principal and $2,328 of accrued interest |
|
23-Nov-18 |
|
3 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,540 of principal and $941 of accrued interest |
|
30-Nov-18 |
|
4 |
Cancelation of shares |
|
Cancellation in conjunction with acquisition |
|
30-Nov-18 |
|
(3) |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,717 of principal and $133 of accrued interest |
|
30-Nov-18 |
|
3 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,958 of principal and $92 of accrued interest |
|
3-Dec-18 |
|
3 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,216 of principal and $84 of accrued interest |
|
6-Dec-18 |
|
4 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,190 of principal and $1,981 of accrued interest |
|
10-Dec-18 |
|
4 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,843 of principal and $127of accrued interest |
|
11-Dec-18 |
|
3 |
- 10 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Cancellation in conjunction with disposal of subsidiary |
|
Shares cancelled due to spinoff of subsidiary and discontinued operations |
|
12-Dec-18 |
|
(2) |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,885 of principal and $114 of accrued interest |
|
16-Nov-18 |
|
4 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,950 of principal and $3,096 of accrued interest |
|
16-Nov-18 |
|
7 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,191 of principal and $58 of accrued interest |
|
16-Nov-18 |
|
4 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,934 of principal and $16 of accrued interest |
|
16-Nov-18 |
|
5 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,088 of principal and $61 of accrued interest |
|
16-Nov-18 |
|
3 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,500 of principal and $3,480 of accrued interest |
|
16-Nov-18 |
|
7 |
Convert a portion of accrued expense |
|
Convert a portion of accrued expense of $1,125 |
|
31-Dec-18 |
|
1 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,732 of principal and $158 of accrued interest |
|
10-Jan-19 |
|
6 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,500 of principal and $3,523 of accrued interest |
|
10-Jan-19 |
|
8 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,547 of principal and $48 of accrued interest |
|
17-Jan-19 |
|
6 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,000 of accrued interest |
|
18-Jan-19 |
|
7 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $9,240 of principal and $6,034 of accrued interest |
|
18-Jan-19 |
|
13 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,535 of accrued interest |
|
22-Jan-19 |
|
2 |
Number of shares outstanding, |
|
|
|
|
|
151 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,952 of principal and 4,844 of accrued interest |
|
1-Feb-19 |
|
10 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,202 of principal and $42 of accrued interest |
|
15-Feb-19 |
|
1 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,527 of principal and $5,473 of accrued interest |
|
25-Feb-19 |
|
8 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $10,494 of principal and $56 of accrued interest |
|
26-Feb-19 |
|
9 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $10,945 of principal and $7,428 of accrued interest |
|
26-Feb-19 |
|
15 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,072 of principal and $45 of accrued interest |
|
27-Feb-19 |
|
9 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,534 of principal and $66 of accrued interest |
|
1-Mar-19 |
|
11 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $13,172 of principal and $78 of accrued interest |
|
5-Mar-19 |
|
11 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,100 of principal and $8,179 of accrued interest |
|
5-Mar-19 |
|
17 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $9,265 of interest and $500 of fees |
|
5-Mar-19 |
|
12 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,887 of principal, $6,602 of interest and $500 of fees |
|
6-Mar-19 |
|
13 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,611 of principal, $59 of interest and $500 of fees |
|
7-Mar-19 |
|
11 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,321 of principal, $219 of interest and $500 of fees |
|
11-Mar-19 |
|
14 |
- 11 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $17,600 of principal and $11,966 of accrued interest |
|
11-Mar-19 |
|
25 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,121 of principal, $49 of interest and $500 of fees |
|
12-Mar-19 |
|
15 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,592 of principal, $43 of interest and $500 of fees |
|
13-Mar-19 |
|
11 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $9,401 of principal, $39 of interest and $500 of fees |
|
14-Mar-19 |
|
12 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,743 of principal, $207 of interest and $500 of fees |
|
20-Mar-19 |
|
11 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,100 of principal and $8,357of accrued interest |
|
5-Apr-19 |
|
34 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1 of principal and $378 of accrued interest |
|
5-Apr-19 |
|
19 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,800 of principal and $6,223 of accrued interest |
|
30-Apr-19 |
|
14 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $432 of accrued interest |
|
30-Apr-19 |
|
22 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $469 of accrued interest |
|
2-May-19 |
|
23 |
Common stock at issued 52% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,416 of principal, $196 of interest and $500 of fees |
|
2-May-19 |
|
25 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $22,000 of principal and $6,738 of accrued interest |
|
7-May-19 |
|
24 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $13,300 of principal, $202 of interest and $500 of fees |
|
10-May-19 |
|
26 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,051 of principal, $27 of interest and $500 of fees |
|
14-May-19 |
|
21 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,139 of principal |
|
16-May-19 |
|
28 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,613 of principal and $1,892 of accrued interest |
|
16-May-19 |
|
4 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,600 of principal and $4,428 of accrued interest |
|
16-May-19 |
|
10 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,196 of principal |
|
17-May-19 |
|
30 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,317 of principal |
|
20-May-19 |
|
33 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $854 of principal |
|
21-May-19 |
|
21 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,317 of principal |
|
22-May-19 |
|
33 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $739 of principal |
|
23-May-19 |
|
18 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,538 of principal |
|
28-May-19 |
|
38 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,538 of principal |
|
28-May-19 |
|
38 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,593 of principal |
|
30-May-19 |
|
40 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,799 of principal |
|
31-May-19 |
|
45 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,000 of principal and $8,320 of accrued interest |
|
31-May-19 |
|
54 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,879 of principal |
|
3-Jun-19 |
|
47 |
- 12 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $15,362 of principal and $11,670 of accrued interest |
|
5-Jun-19 |
|
86 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,599 of interest |
|
5-Jun-19 |
|
52 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,798 of principal and $1,518 of accrued interest |
|
11-Jun-19 |
|
59 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including 3,300 of principal and $2,443 of accrued interest |
|
11-Jun-19 |
|
18 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,364 of principal and $62 of accrued interest |
|
13-Jun-19 |
|
63 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $12,016 of principal and $24 of accrued interest |
|
14-Jun-19 |
|
67 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $11,625 of principal and $47 of accrued interest |
|
17-Jun-19 |
|
65 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,780 of principal and $8 of accrued interest |
|
18-Jun-19 |
|
57 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,405 of principal and $671 of accrued interest |
|
19-Jun-19 |
|
51 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,165 of accrued interest |
|
20-Jun-19 |
|
52 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,985 of principal and $7,679 of accrued interest |
|
21-Jun-19 |
|
82 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $10,022 of principal and $114 of accrued interest |
|
24-Jun-19 |
|
86 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,064 of principal and $32 of accrued interest |
|
25-Jun-19 |
|
43 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,872 of principal and $56 of accrued interest |
|
27-Jun-19 |
|
50 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,376 of principal and $24 of accrued interest |
|
28-Jun-19 |
|
93 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,215 of principal and $59 of accrued interest |
|
1-Jul-19 |
|
41 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $8,057 of principal and $17 of accrued interest |
|
2-Jul-19 |
|
102 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,154 of principal and $12 of accrued interest |
|
3-Jul-19 |
|
79 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,807 of principal and $43 of accrued interest |
|
8-Jul-19 |
|
64 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,122 of principal |
|
8-Jul-19 |
|
62 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,922 of principal and $8 of accrued interest |
|
10-Jul-19 |
|
118 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,244 of accrued interest |
|
11-Jul-19 |
|
124 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,081 of accrued interest |
|
12-Jul-19 |
|
101 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,347 of principal and $4,133 of accrued interest |
|
15-Jul-19 |
|
135 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,147 of principal and $38 of accrued interest |
|
16-Jul-19 |
|
93 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,872 of principal and $106 of accrued interest |
|
19-Jul-19 |
|
147 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,095 of principal and $96 of accrued interest |
|
22-Jul-19 |
|
155 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,293 of principal and $29 of accrued interest |
|
23-Jul-19 |
|
162 |
- 13 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,467 of principal and $25 of accrued interest |
|
24-Jul-19 |
|
171 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,722 of principal and $21 of accrued interest |
|
25-Jul-19 |
|
180 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,022 of principal and $18 of accrued interest |
|
26-Jul-19 |
|
189 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,389 of principal and $41 of accrued interest |
|
29-Jul-19 |
|
199 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,731 of principal and $10 of accrued interest |
|
30-Jul-19 |
|
209 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,855 of principal and $8 of accrued interest |
|
31-Jul-19 |
|
220 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,056 of principal and $5 of accrued interest |
|
1-Aug-19 |
|
231 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,033 of principal and $3 of accrued interest |
|
3-Aug-19 |
|
243 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,759 of accrued interest |
|
5-Aug-19 |
|
255 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,721 of accrued interest |
|
6-Aug-19 |
|
268 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,997 of accrued interest |
|
7-Aug-19 |
|
193 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $229 of principal and $3,529 of accrued interest |
|
8-Aug-19 |
|
214 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,123 of principal and $157 of accrued interest |
|
12-Aug-19 |
|
300 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,552 of principal and $36 of accrued interest |
|
13-Aug-19 |
|
318 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,864 of principal and $32 of accrued interest |
|
14-Aug-19 |
|
335 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,132 of principal and $28 of accrued interest |
|
15-Aug-19 |
|
350 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,802 of principal and $98 of accrued interest |
|
19-Aug-19 |
|
244 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,674 of principal and $22 of accrued interest |
|
20-Aug-19 |
|
176 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,089 of principal and $20 of accrued interest |
|
21-Aug-19 |
|
268 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,127 of principal and $17 of accrued interest |
|
22-Aug-19 |
|
400 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,534 of principal and $13 of accrued interest |
|
23-Aug-19 |
|
426 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,846 of principal and $27 of accrued interest |
|
26-Aug-19 |
|
448 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,030 of principal and $209 of accrued interest |
|
27-Aug-19 |
|
471 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,603 of accrued interest |
|
28-Aug-19 |
|
495 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,987 of accrued interest |
|
29-Aug-19 |
|
520 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,503 of principal and $1,518 of accrued interest |
|
30-Aug-19 |
|
522 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,662 of principal and $141 of accrued interest |
|
3-Sep-19 |
|
395 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,997 of principal and $64 of accrued interest |
|
5-Sep-19 |
|
555 |
- 14 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,064 of principal and $115 of accrued interest |
|
9-Sep-19 |
|
623 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,851 of principal and $25 of accrued interest |
|
10-Sep-19 |
|
475 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,549 of principal and $23 of accrued interest |
|
11-Sep-19 |
|
475 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,927 of principal and $21 of accrued interest |
|
12-Sep-19 |
|
525 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,802 of principal and $18 of accrued interest |
|
13-Sep-19 |
|
375 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,055 of principal and $49 of accrued interest |
|
16-Sep-19 |
|
725 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,531 of principal and $13 of accrued interest |
|
17-Sep-19 |
|
788 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,645 of principal and $18 of accrued interest |
|
19-Sep-19 |
|
825 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,647 of principal and $7 of accrued interest |
|
20-Sep-19 |
|
870 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,171 of principal and $13 of accrued interest |
|
23-Sep-19 |
|
915 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,347 of principal and $2 of accrued interest |
|
24-Sep-19 |
|
963 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $248 of principal and $1,546 of accrued interest |
|
25-Sep-19 |
|
650 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,633 of accrued interest |
|
26-Sep-19 |
|
1,045 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,853 of accrued interest |
|
27-Sep-19 |
|
813 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,599 of accrued interest |
|
1-Oct-19 |
|
1,140 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,777 of principal and $656 of accrued interest |
|
2-Oct-19 |
|
1,068 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,843 of principal and $19 of accrued interest |
|
3-Oct-19 |
|
1,255 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,543 of principal and $17 of accrued interest |
|
4-Oct-19 |
|
1,123 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,090 of principal and $45 of accrued interest |
|
7-Oct-19 |
|
1,375 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,287 of principal and $13 of accrued interest |
|
8-Oct-19 |
|
1,448 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,460 of principal and $11 of accrued interest |
|
9-Oct-19 |
|
1,523 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,639 of principal and $9 of accrued interest |
|
10-Oct-19 |
|
1,600 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,829 of principal and $6 of accrued interest |
|
11-Oct-19 |
|
1,683 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,186 of accrued interest |
|
14-Oct-19 |
|
1,770 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,160 of accrued interest |
|
15-Oct-19 |
|
1,200 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,212 of principal and $18 of accrued interest |
|
16-Oct-19 |
|
1,923 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,318 of principal and $1,079 of accrued interest |
|
17-Oct-19 |
|
2,023 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,562 of accrued interest |
|
18-Oct-19 |
|
930 |
- 15 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,717 of principal and $1,676 of accrued interest |
|
21-Oct-19 |
|
2,175 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,374 of principal and $19 of accrued interest |
|
22-Oct-19 |
|
2,288 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,158 of principal and $16 of accrued interest |
|
23-Oct-19 |
|
2,405 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,319 of principal and $14 of accrued interest |
|
24-Oct-19 |
|
2,525 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,486 of principal and $12 of accrued interest |
|
25-Oct-19 |
|
2,650 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,989 of principal and $29 of accrued interest |
|
28-Oct-19 |
|
2,795 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,167 of principal and $8 of accrued interest |
|
29-Oct-19 |
|
2,940 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,331 of principal and $6 of accrued interest |
|
30-Oct-19 |
|
3,090 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,506 of principal and $4 of accrued interest |
|
31-Oct-19 |
|
3,250 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,952 of principal and $919 of accrued interest |
|
2-Nov-19 |
|
3,418 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,003 of accrued interest |
|
4-Nov-19 |
|
3,575 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,265 of accrued interest |
|
5-Nov-19 |
|
3,775 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,383 of accrued interest |
|
6-Nov-19 |
|
3,973 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $977 of principal and $1,528 of accrued interest |
|
14-Nov-19 |
|
4,175 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,084 of principal and $76 of accrued interest |
|
18-Nov-19 |
|
3,600 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,886 of principal and $35 of accrued interest |
|
20-Nov-19 |
|
4,575 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $392 of principal and $1,000 of fees |
|
20-Nov-19 |
|
4,350 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,999 of principal and $16 of accrued interest |
|
21-Nov-19 |
|
4,800 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,409 of principal and $15 of accrued interest |
|
22-Nov-19 |
|
5,050 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,476 of interest and $750 of fees |
|
25-Nov-19 |
|
5,300 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,591 of interest and $750 of fees |
|
26-Nov-19 |
|
5,575 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $840 of principal and $1,000 of fees |
|
26-Nov-19 |
|
5,750 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,082 of principal and $750 of fees |
|
27-Nov-19 |
|
5,900 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,765 of principal and $2,177 of accrued interest |
|
27-Nov-19 |
|
11,766 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,812 of interest and $750 of fees |
|
29-Nov-19 |
|
6,100 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,646 of principal and $750 of fees |
|
2-Dec-19 |
|
7,075 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,213 of interest and $750 of fees |
|
2-Dec-19 |
|
4,675 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,148 of interest and $750 of fees |
|
3-Dec-19 |
|
6,900 |
- 16 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,958 of principal and $750 of fees |
|
3-Dec-19 |
|
7,725 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,567 of principal and $2,144 of accrued interest |
|
4-Dec-19 |
|
14,518 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,820 of interest and $750 of fees |
|
4-Dec-19 |
|
8,500 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $920 of interest and $1,000 of fees |
|
4-Dec-19 |
|
8,000 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $670 of principal, $2,990 of interest and $750 of fees |
|
5-Dec-19 |
|
10,500 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,859 of principal, $53 of interest and $750 of fees |
|
6-Dec-19 |
|
11,100 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,690 of principal and $750 of fees |
|
6-Dec-19 |
|
10,750 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $112 of principal and $1,000 of fees |
|
9-Dec-19 |
|
4,447 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,002 of principal, $151 of interest and $750 of fees |
|
9-Dec-19 |
|
11,674 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,298 of principal and $750 of fees |
|
10-Dec-19 |
|
12,649 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $3,591 of principal, $48 of interest and $750 of fees |
|
10-Dec-19 |
|
10,449 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,190 of principal, $45 of interest and $750 of fees |
|
10-Dec-19 |
|
14,249 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $7,282 of principal and $2,401 of accrued interest |
|
12-Dec-19 |
|
24,230 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,282 of principal and $750 of fees |
|
12-Dec-19 |
|
15,724 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,176 of principal, $84 of interest and $750 of fees |
|
13-Dec-19 |
|
10,749 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,028 of principal, $122 of interest and $750 of fees |
|
16-Dec-19 |
|
17,499 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,392 of principal, $38 of interest and $750 of fees |
|
17-Dec-19 |
|
18,499 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,938 of principal, $35 of interest and $750 of fees |
|
18-Dec-19 |
|
19,449 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $4,386 of principal and $1,472 of accrued interest |
|
18-Dec-19 |
|
14,644 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,052 of principal, $169 of interest and $750 of fees |
|
23-Dec-19 |
|
21,224 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $6,380 of principal and $714 of accrued interest |
|
23-Dec-19 |
|
35,469 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,530 of principal and $750 of fees |
|
23-Dec-19 |
|
20,499 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,844 of principal, $519 of interest and $750 of fees |
|
8-Jan-20 |
|
22,524 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,500 of principal, $250 of interest and $750 of fees |
|
16-Jan-20 |
|
25,000 |
Common shares issuable upon rounding of shares on reverse split |
|
|
|
31-Jan 20 |
|
1,700 |
Number of shares outstanding, |
|
|
|
|
|
538,464 |
- 17 -
Common Stock (continued)
|
|
Consideration |
|
Date |
|
# Shares |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $316 of principal |
|
30-Mar-20 |
|
26,300 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,585 of principal and $498 of accrued interest |
|
24-Apr-20 |
|
56,061 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,793 of principal and $374 of accrued interest |
|
18-May-20 |
|
61,042 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $412 of principal. |
|
10-Jun-20 |
|
33,200 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,782 of principal and $405 of accrued interest |
|
17-Jun-20 |
|
70,456 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,035 of principal and $474 of accrued interest |
|
25-Jun-20 |
|
77,199 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $380 of principal. |
|
6-Jul-20 |
|
42,250 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $2,001 of accrued interest |
|
28-Aug-20 |
|
88,938 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $557 of accrued interest |
|
3-Sep-20 |
|
24,848 |
Common stock at issued 55% discount to market per note conversion agreement |
|
Convert a portion of note payable including $358 of interest and $750 of fees |
|
10-Sep-20 |
|
49,500 |
Common stock issued |
|
Repayment of accrued expenses for $18,900 |
|
21-Sep-20 |
|
45,000 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Payment of commitment fee on loan for $50,000 |
|
13-Oct-20 |
|
19,685 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $1,091 of accrued interest |
|
3-Nov-20 |
|
48,701 |
Common stock issued |
|
Payment of commitment fee on loan for $20,001 |
|
17-Nov-20 |
|
6,667 |
Common stock issued |
|
Payment of commitment fee on loan for $43,750 |
|
24-Nov-20 |
|
17,500 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $5,000 of principal and $4,397 of accrued interest |
|
31-Dec-20 |
|
15,059 |
Common stock at issued 50% discount to market per note conversion agreement |
|
Convert a portion of note payable including $10,500 of principal and $9,027 of accrued interest |
|
31-Dec-20 |
|
31,293 |
Common stock issued pursuant to REG A subscription |
|
$2.00 per share for gross proceeds of $50,000 |
|
15-Jan-21 |
|
25,000 |
Common stock issued pursuant to REG A subscription |
|
$2.00 per share for gross proceeds of $50,000 |
|
15-Jan-21 |
|
25,000 |
Common stock issued pursuant to REG A subscription |
|
$2.00 per share for gross proceeds of $100,000 |
|
15-Jan-21 |
|
50,000 |
Common stock issued pursuant to REG A subscription |
|
$2.00 per share for gross proceeds of $100,000 |
|
15-Jan-21 |
|
50,000 |
Common stock issued pursuant to REG A subscription |
|
$2.00 per share for gross proceeds of $50,000 |
|
31-Jan-21 |
|
25,000 |
|
|
|
|
|
|
|
Number of shares outstanding, |
|
|
|
|
|
1,427,163 |
Summary of Common Stock Shares Issued in the Year ended January 31, 2021
During the year ended January 31, 2021, we converted a total of $24,803 of the convertible notes and $19,933 accrued interest and $20,185 of derivative liability into 624,847 common shares. We also issued: 175,000 shares for cash proceeds of $350,000 as part of a REG A subscription, 43,852 shares for $35,060 as commitment fees for loans, and 45,000 shares for $18,900 as payment on accrued expenses , related party.
Summary of Common Stock Shares Issued in the Year ended January 31, 2020:
Conversion of $752,409 in principal of convertible notes payable and $240,035 of accrued interest thereon, $27,850 in fees and $755,253 of derivative liability to 536,613 shares of common stock.
- 18 -
Summary of Class C Preferred Stock Issued in the year ended January 31, 2021:
● 250 shares valued at $9,105 in exchange of debt
● 100 shares to repay Accrued Expenses , Related Party for $11,177
● 150 shares as part of a debt settlement for $20,290
Options and Warrants
We had the following options and warrants outstanding at January 31, 2020:
Issued To |
# Warrants |
Dated |
Expire |
Strike Price |
Expired |
Exercised |
Lender |
1.4 |
01/08/2018 |
01/08/2021 |
$1,800 per share |
Y |
N |
Lender |
950,000 |
08/28/2020 |
08/28/2023 |
$0.40 per share |
N |
N |
Broker |
2,500 |
10/11/2020 |
10/11/2025 |
$4.50 per share |
N |
N |
Broker |
3.000 |
11/25/2020 |
11/25/2025 |
$3.00 per share |
N |
N |
All of the above transactions our exempt from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.
EQUITY COMPENSATION PLAN INFORMATION
The Company has no shareholder approved compensation plans.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations For the Year Ended January 31, 2021 compared to the year ended January 31, 2020
The following table shows our results of operations for the years ended January 31, 2021 and 2020, The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Total Revenues |
|
$ |
8,171,355 |
|
$ |
8,186,214 |
|
$ |
(14,859 |
) |
0% |
|
Gross Profit |
|
|
1,460,628 |
|
|
1,911,025 |
|
|
(450,397 |
) |
(24% |
) |
Total Operating Expenses |
|
|
3,602,462 |
|
|
3,764,289 |
|
|
(161,827 |
) |
(4% |
) |
Total Other Income (Expense) |
|
|
3,329,010 |
|
|
(2,026,582 |
) |
|
5,355,592 |
|
264% |
|
Net Income (Loss) |
|
$ |
1,187,176 |
|
$ |
(3,879,846 |
) |
$ |
5,067,022 |
|
131% |
|
Revenue
The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2021 and 2020:
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Proprietary website revenue |
|
$ |
4,200,624 |
|
$ |
3,246,351 |
|
$ |
954,273 |
|
29% |
|
Third party website revenue |
|
|
3,970,731 |
|
|
4,939,863 |
|
|
(969,132 |
) |
(20% |
) |
Total Revenue |
|
$ |
8,171,355 |
|
$ |
8,186,214 |
|
$ |
(14,859 |
) |
0% |
|
- 19 -
We had total revenue of $8,171,355 for the year ended January 31, 2021, compared to $8,186,214 for the year ended January 31, 2020. Sales decreased by $14,859. The decrease was due to orders received and paid for at year end that were unfulfilled due to supply chain issues because of supplier back-orders as a result of the Covid-19 pandemic. The Company at January 31, 2021 had $687,786 of deferred revenue which represents orders received before January 31, 2021 but delivered after. This will be revenue that the Company recognizes in the first quarter ended April 30, 2021. Also, the Company had $188,385 in customer deposits which represents orders received before January 31, 2021 but cancelled after. Again the cancellation were due to supplier back order issues. The impact of the supply chain issues represents approximately $876,000 in lost revenue to the Company this fiscal year. We do continue to grow our proprietary website revenues which increased by 29% offset by a reduction in third party website revenue by 20%.
Gross Profit
We had gross profit of $1,460,628 for the year ended January 31, 2021, compared to gross profit of $1,911,025 for the year ended January 31, 2020. Gross profit decreased by $450,397 because cost of revenue was higher due to the Company having to purchase goods at higher product costs from distributers rather than the usual manufacturers due to higher than anticipated demand which manufacturers were not able to meet. This was caused by the supply chain issues mentioned in the previous paragraph.
Operating Expenses
The following table shows our operating expenses for the years ended January 31, 2021 and 2020. Operating expenses decreased to $3,602,462 for the year ended January 31, 2021 from $3,764,289 for the year ended January 31, 2020:
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
$ |
25,196 |
|
$ |
34,832 |
|
$ |
(9,636 |
) |
(28% |
) |
Postage, Shipping and Freight |
|
|
498,370 |
|
|
453,088 |
|
|
45,282 |
|
10% |
|
Marketing and Advertising |
|
|
112,531 |
|
|
204,945 |
|
|
(92,414 |
) |
(45% |
) |
E Commerce Services, Commissions and Fees |
|
|
887,274 |
|
|
763,182 |
|
|
124,092 |
|
16% |
|
Operating Lease Cost |
|
|
121,917 |
|
|
117,841 |
|
|
4,076 |
|
3% |
|
Personnel Costs |
|
|
1,128,652 |
|
|
1,274,894 |
|
|
(146,242 |
) |
(11% |
) |
General and Administrative |
|
|
828,522 |
|
|
915,507 |
|
|
(86,985 |
) |
(10% |
) |
Total Operating Expenses |
|
$ |
3,602,462 |
|
$ |
3,764,289 |
|
$ |
(161,827 |
) |
(4% |
) |
• Depreciation decreased by $9,636 due to asset disposals in 2021, thus a lower asset value is being depreciated.
• Postage shipping and freight increased by $45,282 due to higher sales.
• Marketing and advertising decreased by $92,414 due to lesser promotional efforts related to the pandemic.
• E Commerce Services, Commissions and Fees increased by $124,092 due to higher sales.
• Operating Lease Cost increased slightly by $4,076 or 3%.
• Personnel Costs decreased by $146,242 due to staff reduction during the first few months of the pandemic.
• General and Administrative decreased by $86,985 mainly due cost reductions during the pandemic. Large reductions in travel and general office expenses were offset by increases in professional fees, investor relations and marketing.
- 20 -
Other Income (Expense)
The following table shows our other income and expenses for the years ended January 31, 2021 and 2020:
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on Sale of Property and Equipment |
|
$ |
464 |
|
$ |
16,295 |
|
$ |
(15,831 |
) |
(97% |
) |
Gain (Loss) on Derivatives |
|
|
(828,614 |
) |
|
(180,552 |
) |
|
(648,062 |
) |
359% |
|
Gain on Settlement of Debt |
|
|
5,060,704 |
|
|
67,623 |
|
|
4,993,081 |
|
7384% |
|
Amortization of Debt Discount |
|
|
(335,004 |
) |
|
(800,159 |
) |
|
465,155 |
|
(58% |
) |
Interest Expense |
|
|
(568,541 |
) |
|
(1,129,789 |
) |
|
561,248 |
|
(50% |
) |
Total Other Income (Expense) |
|
$ |
3,329,010 |
|
$ |
(2,026,582 |
) |
$ |
5,355,592 |
|
264% |
|
The results of the year ended January 31, 2021 resulted in other income of $ 3,329,010 vs other expense of 2,026,582 for the year ended January 31, 2020. There were debt settlements and exchanges which resulted in the increase in gain on settlement of debt and lower interest expense. Fair value of derivatives was largely affected by the increase in the market price of our common stock during the current period as well as the significant reduction in convertible debt.
We had net income of $1,187,176 for the year ended January 31, 2021, compared to a net loss of $3,879,846 for the year ended January 31, 2020 due mainly to the gain on debt settlement and other factors mentioned above.
Liquidity and Capital Resources
As of January 31, 2021, we had cash and cash equivalents of $277,664 of cash, $323,411 of inventory and total current liabilities of $5,059,138. We had negative working capital of $4,344,055 as of January 31, 2021.
Net cash (used in) operations for the year ended January 31, 2021 was $(859,821) compared to $(1,154,311) for the year ended January 31, 2020.
Net cash provided from investing activities for the year ended January 31, 2021 was $9,750 compared to $109,080 for the year ended January 31, 2020.
Cash provided by financing activities for the year ended January 31, 2021 was $965,611 compared to $1,147,954 for the year ended January 31, 2020. In both years the cash provided from financing activities was from the net proceeds of notes payable and short term debt and in 2021 additionally the proceeds from the issuance of common shares and PPP loan.
Subsequent to year end, through the date of filing of this Form 10-K, then company issued 993,750 common shares for proceeds of $1,987,500 as part of a Regulation A subscription.
We borrowed funds and/or sold stock for working capital. These transactions are detailed in the section “Recent Sales of Unregistered Securities”.
Currently, we don’t have sufficient cash reserves to meet its contractual obligations and its ongoing monthly expenses, which we anticipate totaling approximately $4,000,000 over the next 12 months. Historically, revenues have not been sufficient to cover operating costs that would permit us to continue as a going concern. These conditions raise substantial doubt about our ability to continue as a going concern. We have been able to continue operating to date largely from loans made by its shareholders, other debt financings and sale of common stock. We are currently looking at both short-term and more permanent financing opportunities, including debt or equity funding, bridge or short-term loans, and/or traditional bank funding, but we have not decided on any specific path moving forward. Until we have raised sufficient funding to pay our ongoing expenses associated with being a public company, and we have sufficient funds to support our planned operations, we can provide no assurances that it will be able to meet its short and long-term liquidity needs, until necessary financing is secured.
We do not currently have any additional formal commitments or identified sources of additional capital from third parties or from our officers, director or significant shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan.
- 21 -
In the future, we may be required to seek additional capital by selling additional debt or equity securities, selling assets, if any, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
Critical Accounting Policies
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue when control is transferred over the 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 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 sales 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.
Disaggregation of Revenue: Channel Revenue
The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2021 and 2020:
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Proprietary website revenue |
|
$ |
4,200,624 |
|
$ |
3,246,351 |
|
$ |
954,273 |
|
29% |
|
Third party website revenue |
|
|
3,970,731 |
|
|
4,939,863 |
|
|
(969,132 |
) |
(20% |
) |
Total Revenue |
|
$ |
8,171,355 |
|
$ |
8,186,214 |
|
$ |
(14,859 |
) |
0% |
|
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 obtained 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 paid by customers are primarily for online orders and are included in revenue. Sales tax and other similar taxes are excluded from revenue.
Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts 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. The customer pays the Company by credit card prior to delivery.
The Company offers a 30 day satisfaction guaranteed return policy however the customer must pay for the return shipment. The return must be previously authorized, cannot be either damaged or previously installed and must be in saleable condition. In the Company’s experience this amount is immaterial and therefore no provision has been recorded on the Company’s books. Any defective merchandise falls under the manufacturer’s limited warranty and is subject to the manufacturer’s inspection. The manufacturer has the option to repair or replace the item.
All sales to customers are generally final. However, the Company accepts returned product due to quality or issues relating to product description or incorrect product orders and in such instances the Company would replace the product or refund the customers funds The Company’s customers generally pre-pay for the products.
- 22 -
Use of Estimates
In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.
The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers.
As of January 31, 2021 and 2020, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 9.
The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of January 31, 2021:
|
|
January 31, 2021 |
|
Quoted Prices in |
|
Significant |
|
Significant |
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities – embedded redemption feature |
|
$ |
213,741 |
|
$ |
— |
|
$ |
— |
|
$ |
213,741 |
|
Totals |
|
$ |
213,741 |
|
$ |
— |
|
$ |
— |
|
$ |
213,741 |
|
Derivative Liability
The derivative liabilities are valued as a level 3 input under the fair value hierarchy for valuing financial instruments. The derivatives arise from convertible debt where the debt and accrued interest is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method (“FIFO”) where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments. As of January 31, 2021, warrants to purchase 0 common shares (583 shares before the reverse split of 2/25/2020 issued in July 2014 were not classified as derivative liability while the remaining warrants outstanding were classified as derivative liability based on the FIFO method.
- 23 -
The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, historical stock price volatility, the expected term, and both high risk and the risk-free interest rate. The most sensitive inputs to the model are for expected time for the holder to convert or be repaid and the estimated historical volatility of the Company’s common stock. However, because the historical volatility of the Company’s common stock is so high, the sensitivity required to change the liability by 1% as of January 31, 2020 is greater than 25% change in historical volatility as of that date. The other inputs, such as risk free rate, high yield cash rate and stock price all have a sensitivity for a 1% change in the input variable results in a significantly less than 1% change in the calculated derivative liability.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 8. Financial Statements and Supplementary Data.
The Company’s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-1. The Company’s balance sheets as of January 31, 2021 and 2020 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended have been audited by independent registered public accounting firm L J Soldinger Associates, LLC.. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.
Table of Contents of Financial Statements
|
Page |
Report of Independent Registered Public Accounting Firm |
F-1 |
Financial Statements: |
|
Consolidated Balance Sheets as of January 31, 2021 and 2020 |
F-4 |
Consolidated Statements of Operations for the Years Ended January 31, 2021 and 2020 |
F-5 |
Consolidated Statement of Changes in Stockholders’ Deficit for the Years Ended January 31, 2021 and 2020 |
F-6 |
Consolidated Statements of Cash Flows for the Years Ended January 31, 2021 and 2020 |
F-7 |
Notes to the Consolidated Financial Statements for the Years Ended January 31, 2021 and 2020 |
F-8 |
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Evaluation of Disclosure on Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2021. This evaluation was accomplished under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) who concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under 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 management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.
- 24 -
We have identified the following material weaknesses and significant deficiencies:
Material weaknesses
• |
The failure of the Company to adequately invest the resources necessary to properly account for and report upon its financial position and results of operations under the requirements of US GAAP. |
|
|
• |
The Company incorrectly records revenue in its accounting systems at the time of the customer’s order. Under ASC 606 “Revenue From Contracts With Customers”, revenue is recognized when the Company’s performance obligation is satisfied at the point in time when the product is received by the customer. |
Significant deficiencies
• |
The Company provided unreconciled data on it’s debt to the third party derivative valuation specialist which resulted in a significant adjustment to the financials to correct this issue. |
In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Internal Control—Integrated Framework) at January 31, 2021. Based on its evaluation, our management concluded that, as of January 31, 2021, our internal control over financial reporting was not effective because of limited staff and a need for a full time chief financial officer and the identification of the material weaknesses described above. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
- 25 -
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table lists the names and ages of the executive officers and director of the Company. The director(s) will continue to serve until the next annual shareholders meeting, or until their successors are elected and qualified. All officers serve at the discretion of the Board of Directors.
Name |
|
Age |
|
Position |
|
Date First Appointed/ Elected To the Company |
Timothy Armes |
|
66 |
|
Chairman, Chief Executive Officer, President, |
|
August 2011 |
|
|
|
|
|
|
|
Chris Davenport |
|
51 |
|
President of Autoparts4less |
|
October 2013 |
Timothy Armes: Mr. Armes has served as President and Chief Executive Officer of The 4Less Group (formerly MedCareers Group, Inc.) since August 2011. From February 2011 to August 2011, Mr. Armes served as the Chief Operating Officer of the Company. Since August 2011, Mr. Armes has served as the Chairman, Chief Executive Officer, President, Secretary and Treasurer of the Company. In 1992 Mr. Armes launched one of the first online job bulletin boards which eventually grew into jobs.com. As CEO of Jobs.com he raised over 100 million dollars and grew it into one of the top employment web sites before leaving the company in May of 2000. Mr. Armes began his career as an auditor for Ernst and Young and then as a real estate workout specialist with different firms in the mid 1980’s. Mr. Armes obtained a Bachelor of Business Administration degree in Accounting from the University of Texas in 1980 and passed the Certified Public Accountant exam.
Director Qualifications:
We believe that Mr. Armes is well qualified to serve as a Director of the Company because of his significant experience working with and building Nurses Lounge (which since November 2010 has been our wholly-owned operating subsidiary); his prior experience growing Jobs.com, and his financial and accounting background.
Christopher Davenport: Mr. Davenport received his MBA from the University of California in September 2005 where he was recognized by his classmates as “the Most Innovative Thinker”. Before founding The 4Less Corp, Mr. Davenports’ previous business provided mobile dental services to the employees of the largest gaming corporations in the world. These contracts covered the lives of several hundred thousand employees on the Las Vegas strip. Due to the nature of the mobile facilities, Mr. Davenport implemented several new technologies at the time such as: filmless radiography, virtual patient charts and VPN networks to make for seamless quality health care. Soon after, Mr. Davenport expanded his mobile dental company to the military where he won several multiyear, multi-million dollars medical/dental National Guard Medical Readiness contracts. Mr. Davenport has a proven history of implementing innovative technologies that demonstrates his ability to lead The 4Less Corp into the future.
Corporate Governance
We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.
In lieu of an Audit Committee, our Board of Directors (currently consisting solely of Timothy Armes), is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our financial statements and other services provided by our independent public accountants. The Board of Directors reviews our internal accounting controls, practices and policies.
Committees of the Board
We do not currently does not have nominating, compensation, or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. The Board of Directors believes that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the sole director.
- 26 -
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have an independent board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act.
We believe that our sole director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The sole director does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the sole director. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our sole director and our executive officer has not been involved in any of the following events during the past ten years:
1. |
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
|
|
2. |
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
|
3. |
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
|
|
4. |
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Board Meetings and Annual Meeting
During the fiscal year ended January 31, 2021, our Board of Directors (currently consisting solely of Timothy Armes) did not meet or hold any formal meetings. We did not hold an annual meeting in the year ended January 31, 2021. In the absence of formal board meetings, the Board conducted all of its business and approved all corporate actions during the fiscal year ended January 31, 2021 by the unanimous written consent of its sole director.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
We do have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The sole director believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this report.
- 27 -
Item 11. Executive Compensation.
Summary Compensation Table
The table below summarizes the total compensation paid or earned by our Chief Executive Officer and Chief Financial Officer during the fiscal years ended January 31, 2021 and 2020. We did not have any executive officers who received total compensation in excess of $100,000 during the fiscal years disclosed below, other than disclosed below.
Name and principal position (1) |
|
Year |
|
Salary* |
|
Bonus |
|
Stock Awards |
|
Option Awards |
|
All other compensation* |
|
Total compensation | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy Armes |
|
2021 |
|
$ |
91,701 |
|
— |
|
|
— |
|
— |
|
— |
|
$ |
91,701 |
CEO, President, Treasurer, Secretary and Director (1) |
|
2020 |
|
$ |
79,414 |
|
— |
|
|
— |
|
— |
|
— |
|
$ |
79,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Davenport |
|
2021 |
|
$ |
550,200 |
|
— |
|
|
— |
|
— |
|
— |
|
$ |
550,200 |
President Autoparts4Less |
|
2020 |
|
$ |
332,701 |
|
— |
|
|
— |
|
— |
|
— |
|
$ |
332,701 |
__________
* |
Does not include any accruals not paid in cash or perquisites and other personal benefits in amounts less than 10% of the total annual salary and other compensation. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. The value of the Stock Awards and Option Awards in the table above, if any, was calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. |
|
|
(1) |
No executive or director received any consideration, separate from the compensation they received as an executive officer, for service on the Board of Directors of the Company during the periods disclosed. |
Grants of Plan-Based Awards. None.
Outstanding Equity Awards at Fiscal Year End. None.
Potential Payments upon Termination or Change in Control
We do not have any contract, agreement, plan or arrangement with its named executive officers that provides for payments to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in our control, or a change in the named executive officer’s responsibilities following a change in control.
Retirement Plans
We do not have any plan that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.
Compensation of Directors
In the past, we have not instituted a policy of compensating non-management directors. However, we plans to use stock-based compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting director compensation, we will consider the significant amount of time that directors expend in fulfilling their duties to us, as well as the skill-level that we require.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of our voting common stock, as of May 3, 2021, by: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our officers and directors (provided that Mr. Armes currently serves as our sole director); and (iii) all of our officers and directors as a group.
- 28 -
Based on information available to us, all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them, unless otherwise indicated. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after the date of this filing are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage of ownership of any other person. The following table is based on 1,427,163 common shares issued and outstanding as of January 31, 2021 reflecting the reverse splits.
COMMON STOCK
|
Beneficial Owner |
|
Address |
|
Shares |
|
Percent Ownership |
|
|
|
|
|
|
|
|
Common Stock |
Timothy Armes |
|
106 W Mayflower, |
|
45,002 |
|
3.15% |
|
|
|
|
|
|
|
|
Common Stock |
Chris Davenport |
|
106 W Mayflower, |
|
— |
|
0.00% |
|
|
|
|
|
|
|
|
|
All Officers and Directors as a Group |
|
|
|
45,002 |
|
3.15% |
|
|
|
|
|
|
|
|
|
Greater than 5% Shareholders |
|
|
|
— |
|
— |
The following table is based on 0 shares of Series A Preferred Shares outstanding, 20,000 of Series B Preferred Shares outstanding, 7,250 shares of Series C Preferred Shares outstanding and 870 shares of Series D Preferred shares outstanding as of May 5, 2020.
PREFERRED STOCK
|
Beneficial Owner |
|
Address |
|
Class |
|
Shares |
|
Percent Ownership |
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
Timothy Armes |
|
106 W Mayflower, |
|
Pref A Pref B Pref C Pref D |
|
0 1,000 100 120 |
|
0.00% 5.00% 1.38% 13.79% |
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
Chris Davenport |
|
106 W Mayflower, |
|
Pref A Pref B Pref C Pref D |
|
0 17,100 6,075 675 |
|
0.00% 90.00% 83.80% 77.58% |
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a Group |
|
|
|
Pref A Pref B Pref C Pref D |
|
0 18,100 6,175 795 |
|
0.00% 90.50% 85.18% 91.38% |
|
|
|
|
|
|
|
|
|
|
|
Greater than 5% Shareholders |
|
|
|
Pref A Pref B Pref C Pref D |
|
0 1,900 1,075 75 |
|
0.00% 9.50% 14.82% 8.62% |
- 29 -
Item 13. Certain Relationships and Related Transactions, and Director Independence.
As a result of the acquisition of the 4Less Corp in November 2018 and disposition of Nurses Lounge in December of 2018, Mr. Armes canceled 100 million shares (16,666 post split) of his approximate 129,628,000 common shares he owned (21,604 post split). Along with the cancellation of his common stock and a verbal agreement to stay on as our President, CEO and Chairman of the Board. Mr. Armes received 120 shares of Series D Preferred stock, maintained his 1,000 shares of Series B Preferred stock, received 100 Class C preferred shares (during the year ended January 31, 2021) and a payable to Mr. Armes representing $180,000 of deferred income of which a balance of $ 125,673 remains payable at January 31, 2021.
As part of the acquisition of the 4Less Corp., Christopher Davenport, the founder and president of The 4Less Corp, received 17,100 shares of Series B Preferred Stock representing approximately 89% of the 20,000 Series B Preferred stock outstanding, 6,075 shares of Series C Preferred stock outstanding which can be converted into approximately 60% of our outstanding common stock and 675 shares of Series D Preferred stock.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, director(s) and significant stockholders. However, we make it a practice of having our Board of Directors (currently consisting solely of Mr. Armes) approve and ratify all related party transactions. In connection with such approval and ratification, our Board of Directors takes into account several factors, including their fiduciary duties to us; the relationships of the related parties to us; the material facts underlying each transaction; the anticipated benefits to us and related costs associated with such benefits; whether comparable products or services are available; and the terms we could receive from an unrelated third party.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, the Board of Directors will continue to approve any related party transaction based on the criteria set forth above.
Director Independence
We currently only have one director, Timothy Armes, who is not independent. We have no current plans to appoint any independent directors.
Item 14. Principal Accounting Fees and Services.
(1) Audit Fees
The aggregate fees billed for professional services rendered by our auditors, for the audit of the registrant’s annual financial statements and review of the financial statements included in the registrant’s Form 10-K and Form 10-Q(s) for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, for fiscal year 2021 was approximately $145,278, for audit and 10-Q fees.
(2) Audit Related Fees
None.
(3) Tax Fees
$4,720
(4) All Other Fees
None.
- 30 -
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Consolidated Financial Statements
|
Page |
Report of Independent Registered Public Accounting Firm |
F-1 |
Financial Statements: |
|
Consolidated Balance Sheets as of January 31, 2021 and 2020 |
F-4 |
Consolidated Statements of Operations for the Years Ended January 31, 2021 and 2020 |
F-5 |
Consolidated Statement of Changes in Stockholders’ Deficit for the Years Ended January 31, 2021 and 2020 |
F-6 |
Consolidated Statements of Cash Flows for the Years Ended January 31, 2021 and 2020 |
F-7 |
Notes to the Consolidated Financial Statements for the Years Ended January 31, 2021 and 2020 |
F-8 |
2. Financial Statement Schedules
Schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3. Exhibits
See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.
- 31 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The 4 Less Group, Inc.
By: /s/ Timothy Armes
Timothy Armes, Chairman (Director), Chief Executive Officer, President, Secretary and Treasurer
(Principal Executive Officer and Principal Financial/Accounting Officer)
Date: May 14, 2021
- 32 -
EXHIBIT INDEX
Exhibit Number |
|
Description of Exhibit |
|
|
|
31.1* |
|
|
|
|
|
32.1* |
|
* Filed herewith.
- 33 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of The 4 Less Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The 4 Less Group, Inc. (the “Company”) as of January 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two years ended January 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two years ended January 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully explained in Note 2, which includes management’s plans in regards to this uncertainty, the Company has a negative working capital of $4.3 million and an accumulated deficit of $20.4 million and stockholders’ deficit of $6.1 million as of and for the year ended January 31, 2021, and therefore there is substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-1
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Critical Audit Matter Description – Embedded Conversion Feature
The Company has numerous notes payable from prior years which were settled or converted, and several new notes in the current year with conversions rates that are determined by the closing bid price on the day preceding the conversion date. This and other factors require the embedded conversion feature to be bifurcated and evaluated at each reporting period. Calculations and accounting for the notes payable and embedded conversion features require management’s judgments related to initial and subsequent recognition of the debt and related conversions features, use of a valuation model, and determination of the appropriate inputs used in the selected valuation model.
Critical Audit Matter Determination
The embedded conversion features and resulting derivative liability is a highly complex area of accounting with significant impact on the liabilities, additional paid in capital and statement of operations of the Company. It takes a high degree of training to understand and recognize the accounting implications of the conversion features and to understand the assumptions and impact of the specific assumptions on the valuation model used in the calculation of the derivative liability.
Critical Audit Matter Audit Procedures
Our audit procedures related to evaluating the Company’s accounting for the convertible note payables with embedded derivatives, warrants issued with the debt, accrued interest and the related derivative liability were as follows:
|
- |
We read the various instruments, identified the embedded conversion feature, confirmed the amount of the outstanding debt, and recalculated the accrued interest. |
|
|
|
|
- |
We assessed the credentials and reputation of the outside firm retained by the Company who performed the calculation of the derivative liabilities. |
|
|
|
|
- |
We reviewed the assumptions used to calculate the derivative liabilities at the balance sheet date and various conversion and settlement dates and the related accounting entries. |
|
|
|
|
- |
We performed independent calculations on a test basis of specific derivatives to evaluate the model used in calculating the derivatives at various measurement dates. |
Critical Audit Matter Relevant Financial Statement Disclosures
|
- |
We read the Company’s disclosures related to the derivative liabilities and changes during the year as a result of mark to market, conversion of debt and settlement of debt activity to ensure the changes were properly accounted for and fully disclosed in the financial statements. |
F-2
Critical Audit Matter Description – Going Concern
As discussed in both Note 2 to the consolidated financial statements and above, the Company has incurred significant losses since inception, and has an accumulated deficit of approximately $20.4 million and a working deficit of $4.3 million as of January 31, 2021.
Critical Audit Matter Determination
The following items were considered in determining that a going concern was a critical audit matter.
|
- |
Significant losses and negative working capital and lack of liquidity |
|
|
|
|
- |
We also took into consideration the Company’s need to raise additional debt and equity financing over the next twelve months |
Critical Audit Matter Audit Procedures
We reviewed the Company’s negative cash flows from operations
We noted the negative working capital and continued losses
We noted subsequent events and proceeds from the ongoing Tier II Regulation A offering proceeds received as of the date of our opinion
We compared subsequent funding from the Tier II Regulation A offering to the estimated cash flows required to continue operations for the year subsequent to the date of our report.
Critical Audit Matter Relevant Financial Statement Disclosures
We reviewed the completeness of the Company’s Going Concern footnote and the details of the Company’s plans to continue operations for the next twelve months and management’s disclosure as noted above that there is substantial doubt about the Company’s ability to continue as a going concern.
/s/ L J Soldinger Associates, LLC
We have served as the Company’s auditor since 2019.
Deer Park, Illinois
May 14, 2021
F-3
THE 4LESS GROUP, INC.
Consolidated Balance Sheets
January 31, 2021 and 2020
|
|
January 31, 2021 |
|
January 31, 2020 |
| ||
Assets |
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
277,664 |
|
$ |
162,124 |
|
Share proceeds receivable |
|
|
100,000 |
|
|
— |
|
Inventory |
|
|
323,411 |
|
|
371,896 |
|
Prepaid Expenses |
|
|
11,859 |
|
|
8,106 |
|
Other Current Assets |
|
|
2,149 |
|
|
1,059 |
|
Total Current Assets |
|
|
715,083 |
|
|
543,185 |
|
Operating Lease Assets |
|
|
344,413 |
|
|
483,193 |
|
Property and Equipment, net of accumulated depreciation of $88,823 and $64,091 |
|
|
80,027 |
|
|
114,509 |
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
1,139,523 |
|
$ |
1,140,887 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
Accounts Payable |
|
$ |
869,765 |
|
$ |
534,442 |
|
Accrued Expenses |
|
|
1,382,839 |
|
|
1,709,797 |
|
Accrued Expenses – Related Party |
|
|
106,173 |
|
|
155,750 |
|
Customer Deposits |
|
|
188,385 |
|
|
— |
|
Deferred Revenue |
|
|
687,766 |
|
|
— |
|
Short-Term Debt |
|
|
716,142 |
|
|
609,491 |
|
Current Operating Lease Liability |
|
|
90,286 |
|
|
101,984 |
|
Short-Term Convertible Debt, net of debt discount of $309,317 and $689,176 |
|
|
336,683 |
|
|
2,286,896 |
|
Derivative Liabilities |
|
|
213,741 |
|
|
2,611,125 |
|
PPP Loan-current portion |
|
|
43,294 |
|
|
— |
|
Current Portion – Long-Term Debt |
|
|
424,064 |
|
|
4,166 |
|
Total Current Liabilities |
|
|
5,059,138 |
|
|
8,013,651 |
|
|
|
|
|
|
|
|
|
Non-Current Lease Liability |
|
|
244,049 |
|
|
365,085 |
|
PPP Loan -long term portion |
|
|
166,153 |
|
|
— |
|
Long-Term Debt |
|
|
890,373 |
|
|
11,940 |
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
6,359,713 |
|
|
8,390,676 |
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
Redeemable Preferred Stock |
|
|
|
|
|
|
|
Series D Preferred Stock, $0.001 par value, 870 shares authorized, 870 and 870 shares issued and outstanding |
|
|
870,000 |
|
|
870,000 |
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
|
|
Preferred Stock – Series A, $0.001 par value, 330,000 shares authorized, 0 and 0 shares issued and outstanding |
|
|
— |
|
|
— |
|
Preferred Stock – Series B, $0.001 par value, 20,000 shares authorized, 20,000 and 20,000 shares issued and outstanding |
|
|
20 |
|
|
20 |
|
Preferred Stock – Series C, $0.001 par value, 7,250 shares authorized, 7,250 and 6,750 shares issued and outstanding |
|
|
7 |
|
|
7 |
|
Common Stock, $0.000001 par value, 15,000,000 shares authorized, 1,427,163 and 538,464 shares issued, issuable and outstanding |
|
|
1 |
|
|
1 |
|
Additional Paid In Capital |
|
|
14,291,759 |
|
|
13,449,336 |
|
Accumulated Deficit |
|
|
(20,381,977 |
) |
|
(21,569,153 |
) |
Total Stockholders’ Deficit |
|
|
(6,090,190 |
) |
|
(8,119,789 |
) |
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit |
|
$ |
1,139,523 |
|
$ |
1,140,887 |
|
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
F-4
THE 4LESS GROUP, INC.
Consolidated Statements of Operations
For the Years Ended January 31, 2021 and 2020
|
|
2021 |
|
2020 |
| ||
Revenue,,net |
|
$ |
8,171,355 |
|
$ |
8,186,214 |
|
|
|
|
|
|
|
|
|
Cost of Revenue |
|
|
6,710,727 |
|
|
6,275,189 |
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
1,460,628 |
|
|
1,911,025 |
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
Depreciation |
|
|
25,196 |
|
|
34,832 |
|
Postage, Shipping and Freight |
|
|
498,370 |
|
|
453,088 |
|
Marketing and Advertising |
|
|
112,531 |
|
|
204,945 |
|
E Commerce Services, Commissions and Fees |
|
|
887,274 |
|
|
763,182 |
|
Operating lease cost |
|
|
121,917 |
|
|
117,841 |
|
Personnel Costs |
|
|
1,128,652 |
|
|
1,274,894 |
|
General and Administrative |
|
|
828,522 |
|
|
915,507 |
|
Total Operating Expenses |
|
|
3,602,462 |
|
|
3,764,289 |
|
|
|
|
|
|
|
|
|
Net Operating Loss |
|
|
(2,141,834 |
) |
|
(1,853,264 |
) |
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
Gain (loss) on Sale of Property and Equipment |
|
|
464 |
|
|
16,295 |
|
Gain (Loss) on Derivatives |
|
|
(828,614 |
) |
|
(180,552 |
) |
Gain on Settlement of Debt |
|
|
5,060,704 |
|
|
67,623 |
|
Amortization of Debt Discount |
|
|
(335,004 |
) |
|
(800,159 |
) |
Interest Expense |
|
|
(568,540 |
) |
|
(1,129,789 |
) |
Total Other Income (Expense) |
|
|
3,329,010 |
|
|
(2,026,582 |
) |
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
1,187,176 |
|
$ |
(3,879,846 |
) |
|
|
|
|
|
|
|
|
Basic Weighted Average Shares Outstanding |
|
|
1,084,324 |
|
|
86,542 |
|
Basic Income (Loss) per Share |
|
$ |
1.09 |
|
$ |
(44.83 |
) |
Diluted Weighted Average Shares Outstanding |
|
|
6,070,030 |
|
|
86,542 |
|
Diluted (Loss) per Share |
|
$ |
(0.37 |
) |
$ |
(44.83 |
) |
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
F-5
THE 4LESS GROUP, INC.
Consolidated Statements of Shareholder’s Deficit
For the Years Ended January 31, 2021 and 2020
|
Preferred Series A |
|
Preferred Series B |
|
Preferred Series C |
|
Common Stock |
|
Paid in |
|
Retained |
|
|
| |||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2019 |
— |
|
$ |
— |
|
20,000 |
|
$ |
20 |
|
6,750 |
|
$ |
7 |
|
151 |
|
$ |
— |
|
$ |
11,694,325 |
|
$ |
(17,689,307 |
) |
$ |
(5,994,955 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Notes Payable to Common Stock |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
536,613 |
|
|
1 |
|
|
992,443 |
|
|
— |
|
|
992,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liability Reclassified as Equity Upon Conversion of notes |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
755,253 |
|
|
— |
|
|
755,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Adjustments for Reverse Splits |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
1,700 |
|
|
— |
|
|
7,315 |
|
|
— |
|
|
7,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(3,879,846 |
) |
|
(3,879,846 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2020 |
— |
|
$ |
— |
|
20,000 |
|
$ |
20 |
|
6,750 |
|
$ |
7 |
|
538,464 |
|
$ |
1 |
|
$ |
13,449,336 |
|
$ |
(21,569,153 |
) |
$ |
(8,119,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Notes Payable and Accrued Interest to Common Stock |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
624,847 |
|
|
— |
|
|
44,736 |
|
|
— |
|
|
44,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liability Reclassified as Equity Upon Conversion of notes |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
20,185 |
|
|
— |
|
|
20,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class C Shares In Exchange of Debt |
— |
|
|
— |
|
— |
|
|
— |
|
250 |
|
|
— |
|
— |
|
|
— |
|
|
9,105 |
|
|
— |
|
|
9,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class C Shares to Repay Accrued Expenses Related Party |
— |
|
|
— |
|
— |
|
|
— |
|
100 |
|
|
— |
|
— |
|
|
— |
|
|
11,177 |
|
|
— |
|
|
11,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class C Shares as Part of Debt Settlement |
— |
|
|
— |
|
— |
|
|
— |
|
150 |
|
|
— |
|
— |
|
|
— |
|
|
20,290 |
|
|
— |
|
|
20,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares in Reg A Offering |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
175,000 |
|
|
— |
|
|
350,000 |
|
|
— |
|
|
350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares as fees for loans |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
43,852 |
|
|
— |
|
|
35,060 |
|
|
— |
|
|
35,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 5500 Warrants for Broker’s fees |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
13,470 |
|
|
— |
|
|
13,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares to Repay Accrued Expenses Related Party |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
45,000 |
|
|
— |
|
|
18,900 |
|
|
— |
|
|
18,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 950,000 Warrants as Part of Debt Settlement |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
351,500 |
|
|
— |
|
|
351,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal costs of Reg A subscription |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(32,000) |
|
|
— |
|
|
(32,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) |
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,187,176 |
|
|
1,187,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2021 |
— |
|
$ |
— |
|
20,000 |
|
$ |
20 |
|
7,250 |
|
$ |
7 |
|
1,427,163 |
|
$ |
1 |
|
$ |
14,291,759 |
|
$ |
(20,381,977 |
) |
$ |
(6,090,190 |
) |
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
F-6
THE 4LESS GROUP, INC.
Consolidated Statements of Cash Flows
For the Years Ended January 31, 2021 and 2020
|
2021 |
|
2020 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
Net Income (Loss) |
$ |
1,187,176 |
|
$ |
(3,879,846 |
) |
Adjustments to reconcile net loss to cash used by operating activities: |
|
|
|
|
|
|
Depreciation |
|
25,196 |
|
|
34,832 |
|
Loss (Gain ) in Fair Value on Derivative Liabilities |
|
828,614 |
|
|
180,552 |
|
Amortization of Debt Discount |
|
335,004 |
|
|
800,159 |
|
Interest Expense related to Derivative Liability in Excess of Fair Value |
|
— |
|
|
96,981 |
|
Loan Penalties Capitalized to Loan |
|
3,394 |
|
|
482,709 |
|
Original Issue Discount on Short-Term Convertible Notes Expensed to Interest |
|
55,000 |
|
|
73,675 |
|
Stock Based Payment of Broker’s Fees |
|
13,470 |
|
|
— |
|
Gain on Settlement of Debt |
|
(5,060,704 |
) |
|
(67,623 |
) |
Gain on sale of Property |
|
(464 |
) |
|
(16,295 |
) |
Change in Operating Assets and Liabilities: |
|
|
|
|
|
|
Decrease (Increase) in Inventory |
|
48,484 |
|
|
(78,515 |
) |
Decrease (Increase) in Prepaid Rent and Expenses |
|
2,743 |
|
|
89,394 |
|
(increase) Decrease in Other Current Assets |
|
(1,091 |
) |
|
2,600 |
|
Increase in Accounts Payable |
|
344,175 |
|
|
301,907 |
|
Increase (Decrease) in Accrued Expenses – Related Party |
|
— |
|
|
(24,250 |
) |
Increase in Accrued Expenses |
|
483,031 |
|
|
849,409 |
|
Increase in Customer Deposits |
|
188,385 |
|
|
— |
|
Increase in Deferred Revenue |
|
687,766 |
|
|
— |
|
CASH FLOWS (USED IN) OPERATING ACTIVITIES |
|
(859,821 |
) |
|
(1,154,311 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
Purchase of Property and Equipment |
|
— |
|
|
(16,742 |
) |
Disposal of Property and Equipment |
|
9,750 |
|
|
125,822 |
|
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES |
|
9,750 |
|
|
109,080 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from Issuance of Common Shares |
|
250,000 |
|
|
— |
|
Proceeds from Short Term Debt |
|
635,000 |
|
|
1,549,980 |
|
Payments on Short Term Debt |
|
(471,920 |
) |
|
(1,320,001 |
) |
Proceeds on PPP Loan |
|
209,447 |
|
|
— |
|
Payments on Long Term Debt |
|
(3,837 |
) |
|
(40,275 |
) |
Payments on Accrued Expenses -Related Party |
|
(19,500 |
) |
|
— |
|
Legal Costs of Reg A Subscription |
|
(32,000 |
) |
|
— |
|
Proceeds from Convertible Notes Payable |
|
432,750 |
|
|
958,250 |
|
Payments on Convertible Notes Payable |
|
(34,329 |
) |
|
— |
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
|
965,611 |
|
|
1,147,954 |
|
|
|
|
|
|
|
|
NET INCREASE IN CASH |
|
115,540 |
|
|
102,723 |
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
|
162,124 |
|
|
59,401 |
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
$ |
277,664 |
|
$ |
162,124 |
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flows Information: |
|
|
|
|
|
|
Cash Paid for Interest |
$ |
74,244 |
|
$ |
89,934 |
|
Operating Lease Liability to Operating Lease Asset |
$ |
— |
|
$ |
89,942 |
|
Accrued Interest Transferred to Note Balances |
$ |
— |
|
$ |
55,168 |
|
Derivative Debt Discount |
$ |
264,487 |
|
$ |
1,077,844 |
|
Convertible Notes Interest and Derivatives Converted to Common Stock |
$ |
64,921 |
|
$ |
1,770,048 |
|
Stock Issued to Related Party in Payment of Accrued Expenses |
$ |
30,077 |
|
$ |
— |
|
Issuance of Common Shares for Subscription Receivable |
$ |
100,000 |
|
$ |
— |
|
Original Issue Discount |
$ |
52,000 |
|
$ |
— |
|
Allocated Value of Common Shares Issued As Fees for Loans |
$ |
35,060 |
|
$ |
— |
|
Operating Lease Asset to Operating Lease Liability |
$ |
39,494 |
|
$ |
— |
|
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
F-7
THE 4LESS GROUP, INC.
Notes to Consolidated Financial Statements
January 31, 2021 and 2020
Note 1 – Description of Business and Summary of Significant Accounting Policies
Nature of Business – The 4LESS Group, Inc., (the “Company”), was incorporated under the laws of the State of Nevada on December 5, 2007. The Company, under the name MedCareers Group, Inc. (“MCGI” ) formally operated a website for nurses, nursing schools and nurses’ organizations designed for better communication between nurses and the nursing profession.
On November 29, 2018, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted.
4LESS was formed as Vegas Suspension & Offroad, LLC on October 24, 2013 as a Nevada limited liability company and converted to a Nevada corporation with the same name on May 8, 2017. On April 2, 2018, the Company changed its name to The 4LESS Corp. The Corporation had S Corporation status. The Corporation operates as an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. On December 30, 2019 4LESS changed its name to Auto Parts 4Less, Inc.
Significant Accounting Policies
The Company’s management selects accounting principles generally accepted in the United States of America (“U.S. GAAP”) and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.
Basis of Presentation
The Company prepares its financial statements on the accrual basis of accounting in conformity with U.S. GAAP.
Principles of Consolidation
The financial statements include the accounts of The 4LESS Group, Inc. as well as Auto Parts 4Less, Inc. (formerly The 4LESS Corp.) and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated.
Use of Estimates
In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities.
Reclassifications
Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.
F-8
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount of cash and cash equivalents approximates fair market value.
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value. Inventories are valued on a first-in, first-out (FIFO) basis. Inventory is comprised of finished goods.
Concentrations
Cost of Goods Sold
For the year ended January 31, 2021 the Company purchased approximately 57% of its inventory and items available for sale from third parties from three vendors. As of January 31, 2021, the net amount due to the vendors included in accounts payable was $599,072. For the year ended January 31, 2020, the Company purchased approximately 59% of its inventory and items available for sale from third parties from three third-party vendors. As of January 31, 2020, the net amount due to these vendors included in accounts payable was $369,592. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive.
Leases
We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of February 1, 2019, using the full retrospective approach. The full retrospective approach provides a method for recording existing leases at adoption and in comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.
In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. Our election of the hindsight practical expedient resulted in the shortening of lease terms for certain existing leases and the useful lives of corresponding leasehold improvements. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term.
Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $454,087 and $454,087 respectively, as of February 1, 2019. The standard did not materially impact our consolidated net earnings, retained earnings and had no impact on cash flows
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending January 31, 2021, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements.
F-9
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.
The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers.
As of January 31, 2021 and 2020, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 10.
The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of January 31, 2021and January 31, 2020:
|
|
January 31, 2021 |
|
Quoted Prices in |
|
Significant |
|
Significant |
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities – embedded redemption feature |
|
$ |
213,741 |
|
$ |
— |
|
$ |
— |
|
$ |
213,741 |
|
Totals |
|
$ |
213,741 |
|
$ |
— |
|
$ |
— |
|
$ |
213,741 |
|
|
|
January 31, 2020 |
|
Quoted Prices in |
|
Significant |
|
Significant |
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities – embedded redemption feature |
|
$ |
2,611,125 |
|
$ |
— |
|
$ |
— |
|
$ |
2,611,125 |
|
Totals |
|
$ |
2,611,125 |
|
$ |
— |
|
$ |
— |
|
$ |
2,611,125 |
|
Related Party Transactions
The Company has a verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction.
F-10
Derivative Liability
The derivative liabilities are valued as a level 3 input under the fair value hierarchy for valuing financial instruments. The derivatives arise from convertible debt where the debt and accrued interest is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method (“FIFO”) where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments.
The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, historical stock price volatility, the expected term, and both high risk and the risk-free interest rate. The most sensitive inputs to the model are for expected time for the holder to convert or be repaid and the estimated historical volatility of the Company’s common stock. However, because the historical volatility of the Company’s common stock is so high (see Note 10), the sensitivity required to change the liability by 1% as of January 31, 2021 is greater than 25% change in historical volatility as of that date. The other inputs, such as risk free rate, high yield cash rate and stock price all have a sensitivity for a 1% change in the input variable results in a significantly less than 1% change in the calculated derivative liability.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue when control is transferred over the 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 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 sales 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.
Disaggregation of Revenue: Channel Revenue
The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2021 and 2020:
|
|
|
|
|
|
Change |
| |||||
|
|
2021 |
|
2020 |
|
$ |
|
% |
| |||
Proprietary website revenue |
|
$ |
4,200,624 |
|
$ |
3,246,351 |
|
$ |
954,273 |
|
29% |
|
Third party website revenue |
|
|
3,970,731 |
|
|
4,939,863 |
|
|
(969,132 |
) |
(20% |
) |
Total Revenue |
|
$ |
8,171,355 |
|
$ |
8,186,214 |
|
$ |
(14,859 |
) |
0% |
|
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 obtained 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 paid by customers are primarily for online orders and are included in revenue. Sales tax and other similar taxes are excluded from revenue.
Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts and promotional allowances in the same