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EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED - Life On Earth, Inc.exhibit_32-1.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES - Life On Earth, Inc.exhibit_31-2.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES - Life On Earth, Inc.exhibit_31-1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 _________________

 

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: May 31, 2021 

OR 

 

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: 001-34673

 

LIFE ON EARTH, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   46-2552550
(State or Other Jurisdiction of Incorporation  or Organization)   (I.R.S. Employer Identification  No.)

 

575 Lexington Ave, 4th Floor, New York, NY   10022
(Address of Principal Executive Offices)   (Zip Code)

 

 

       

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
Common Stock, $0.001 Par Value   OTC QB

 

Registrant’s telephone number, including area code: (646) 884-9897

 

Securities registered pursuant to Section 12(g) of the Act: none

 

Title of each class   Trading Symbol   Name of exchange on which registered
COMMON STOCK, $0.001 par value per share   LFER   OTC QB

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 

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

 

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 No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the 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. 

 

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer Accelerated filer
   
Non-accelerated filer Smaller reporting company

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 

The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $800,000 Thousand.

 

The number of outstanding shares of the registrant’s common stock was 46,424,344 as of September 3, 2021.

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

TABLE OF CONTENTS

      Page   
Forward Looking Statements   3  
     
PART I        
Item 1. Business   4  
Item 1A . Risk Factors   7  
Item 1B. Unresolved Staff Comments   7  
Item 2. Properties   7  
Item 3. Legal Proceedings   8  
Item 4. Mine Safety Disclosures   8  
         
PART II        
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   9  
Item 6. Selected Financial Data   11  
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   11  
Item 7A . Quantitative and Qualitative Disclosures About Market Risk   16  
Item 8. Financial Statements and Supplementary Data   17  
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure   17  
Item 9A. Controls and Procedures   17  
Item 9B. Other Information   17  
         
PART III        
Item 10. Directors, Executive Officers and Corporate Governance   18  
Item 11. Executive Compensation   20  
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   22  
Item 13. Certain Relationships and Related Transactions, and Director Independence   25  
Item 14. Principal Accountant Fees and Services   26  
         
PART IV        
Item 15. Exhibits, Financial Statement Schedules   27  
         
SIGNATURES   28  

 2


 

 
 

FORWARD - LOOKING STATEMENTS

 

. This document contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Annual Report on Form 10-K (Report) contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to sales, revenues, profitability, distributor channels, new products, adequacy of funds from operations, cash flows and financing, our ability to continue as a going concern, potential strategic transactions, statements regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,”“anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” “continue,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from historical results as well as from the results expressed in, anticipated or implied by these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In particular, our business, including our financial condition and results of operations and our ability to continue as a going concern may be impacted by a number of factors, including, but not limited to, the following:

  · Our ability to successfully execute on our growth strategy and operating plans with our new business plan;

 

  · Our ability to manage our operating expenses and generate cash flow from operations, along with our ability to secure additional financing;

 

  · Our ability to create and maintain brand name recognition and acceptance of our products, which is critical to our success in our competitive, brand-conscious industry;

 

  · Our ability to compete successfully against much larger, well-funded, established companies currently operating in the cloud enterprise software industry;

 

  · Our ability to successfully develop and launch new products in the cloud enterprise software industry that match consumer trends, and to manage consumer response to such new products and new initiatives;

  

  · Our ability to manage our inventory levels and to predict the timing and amount of our sales;

  

  · Our ability to attract and retain key personnel.

 

  · Litigation or legal proceedings, which could expose us to significant liabilities and damage our reputation;

 

  · Our ability to comply with regulations to which our business is subject.

 

  · The outbreak of the coronavirus could adversely affect our business, results of operations and financial condition.

  

Readers are also urged to carefully review and consider the various disclosures made by us in this Report and in our other reports we file with the Securities and Exchange Commission, including our periodic reports on Forms 10-Q and current reports on Form 8-K.

 

All references in this Annual Report on Form 10-K to “LFER,” “Life On Earth, Inc. the “Company,” “we,” “us” or “our” mean Life On Earth, Inc.

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PART I

 

ITEM 1. BUSINESS

 

COMPANY OVERVIEW

 

 

Corporate Overview

 

Life On Earth, Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the Company now has the capabilities of offering software that manages and secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security, latency, reliability and manageability. We have uniquely created, through our SmartAxiom subsidiary, the endpoint-to-cloud blockchain solution, while our IoT Smart Contracts manage NFTs and push intelligence to the edge. The SmartAxiom technology is proving value in verticals such as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom.

 

The Company previously was a brand accelerator and incubator Company that was focused on building and scaling concepts in the natural consumer products category (“CPG”). During the year ended May 31, 2021, the Company discontinued the wholesale beverage distribution operations, and the Company announced its intention divest away from its business as a Consumer-Packaged Goods (“CPG”) Company. Accordingly, the Company’s results of operations for the year ended May 31, 2020, reflect a charge in the aggregate amount of $786,436,

 

On November 11, 2019, the Board of Directors and a majority of the voting power approved a resolution to effectuate a 5:1 Reverse Stock Split. and an increase in authorized Shares of Common Stock from One Hundred million (100,000,000) to Two Hundred million (200,000,000) shares of common stock, $0.001 par value. The Company received approval from FINRA on March 25, 2020 and, on that date, the reverse stock split became effective. All share and per share information has been retroactively adjusted to reflect the impact of this reverse stock split. 

 

Company History

 

Life On Earth, Inc. was incorporated in April 2013.

 

In October 2013, we signed a distribution agreement with Gran Nevada Beverage, Inc. (“Gran Nevada”), an entity related through common management and ownership. The agreement provides us with the right to sell and distribute Gran Nevada’s beverages in the United States with purchase prices at the then applicable wholesale prices charged to Gran Nevada’s distributors. The agreement was for an initial term of five years with automatic renewals of successive five-year terms unless terminated. We initiated sales and distribution operations in March 2014. This agreement was renewed for an additional 5 years as per the agreement. During the years ended 2020 and 2019, the Company sold $0 and $73,592 respectively. These products were produced by a third party copacker and were not purchased from Gran Nevada. The decrease in sales from 2019 to 2020 was related to limited production capacity for the Gran Nevada Horchata that the company was producing. The availability of 3rd party copackers that can produce an Horchata are limited and it directly impacted the sales. As there is currently no co-packing available for this product the Company does not know if they will be able to produce this product again in the future.

 

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In July 2016, we entered into a Stock Purchase and Sale Agreement to acquire all of the issued and outstanding common stock of Energy Sources Distributors, Inc. (“ESD”) from its three founding shareholders. ESD provides wholesale distribution of specialty beverage products from its headquarters in Gilroy, California. The total purchase price for the acquisition was $450,000 in cash. We retained one of the selling founders as General Manager for a term of twelve (12) months pursuant to an employment agreement to manage operations at the ESD facility in Gilroy, California. ESD is now a wholly owned subsidiary of the Company. The acquisition of ESD in July 2016 allowed the Company to expand distribution on the West Coast. In June 2019, the Company further decided to discontinue the wholesale beverage distribution operations in Northern California and, on November 4, 2019, ESD filed a voluntary petition for relief under Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of California.

 

In October 2017, the Company acquired Victoria’s Kitchen, LLC (“VK”). VK is a specialty beverage company that makes exceptional European-inspired drinks. VK’s beverages are natural and all the beverages are Gluten-Free, GMO-Free, Dairy-Free, Vegan and contain no artificial ingredients or preservatives.

 

On April 30, 2018, the Company acquired The Giant Beverage Company Inc. (“Giant” or “GBC”). Giant is a Direct Store Delivery (DSD) business that covers the five boroughs of New York City under an eight-route distribution system. GBC serviced over 600 accounts in the five boroughs. Giant services mainly independent retailers but was expanding to service authorized chain accounts.

 

On May 7, 2019, Life On Earth, Inc., GBC, and Frank Iemmiti and Anthony Iemmiti (“Frank and Anthony Iemmiti”) entered into a Dispute Resolution and Resale agreement that will resolve all existing disputes between the two parties and will also result in the sale of the ownership of Giant back to Frank and Anthony Iemmiti. Under the terms of the agreement, the Company deposited $50,000 into an Attorney’s Trust Account. Frank and Anthony Iemmiti have a continuing obligation to provide the Company with all financial information of Giant (the “Giant Financial Information”) that the Company needs to complete its SEC reporting requirements. On July 4, 2019 the Company and Frank and Anthony Iemmiti executed a Dispute Resolution and Resale agreement that at the closing the Company authorized the release of the $50,000 to Frank and Anthony Iemmiti. Also, at closing, the Company also paid Frank and Anthony Iemmiti the agreed upon consideration of $62,718 of the Company shares at $0.80 per share. Lastly at the closing, with an effective date of March 2, 2019 the Company sold GBC to Frank and Anthony Iemmiti for 291,000 shares of the Company stock that they owned. The sale of the Giant Beverage Company to Frank and Anthony Iemmiti became effective March 1, 2019.

 

On May 11, 2021, LFER acquired SmartAxiom with all their assets including intellectual properties, Patents and core Internet of Things (IoT) software that enables securing sensor devices and communication to the cloud-based software. The agreed purchase price was $6,250,000 paid as follows: (a) $1,950,000 by issuing 13,000,000 shares of the Company’s common stock, upon closing; (b) $2,100,000 by issuing 210,000 shares of the Company’s Series D convertible preferred shares (each share of the Company’s Series D convertible preferred is convertible into 10 shares of the Company’s common stock); and, (c) $2,200,000 to be paid pursuant to a full earnout based on SmartAxiom GAAP revenue recognition in the amount of $1,500,000 within the first eighteen months after closing date of the acquisition. The earnout will be prorated based on the SmartAxiom revenues received over an eighteen-month period. 

 

Sales and Distribution

 

The Company markets and sells its logistics solutions based on proprietary patented technologies. The logistics solution consists of a multi-tenant cloud system managing BlockTracker cellular tracking devices, which sense location, temperature, vibration, pressure and light level. The device can also act as a gateway and connect to additional nearby sensors via Bluetooth Low Energy (BLE). It has one temperature logger per box and reports to one BlockTracker per installed box. The management system, built with SmartAxiom’s Tenacious cloud backend, shows shipment location and condition, and notifies by short messaging service (SMS) when monitored parameters like temperature, humidity, light, vibration etc. exceed configured parameter, has geofencing and tools to activate devices and assemble shipments. The company has developed complete end-to-end solution for multiple industries with Supply Chain Management, Warehouse and Asset Management, and Industrial IoT solutions. These solutions are targeted to serve the fastest-growing IoT base edge computing, mobility (tracking and visualizing distributed assets) and manufacturing industry IoT solution markets. The Company also provides custom solution services to adopt and integrate its standard solution to customer environments and specification through its consulting, integration and support services group. The custom solutions focus is solving customers’ cyber security and vulnerabilities in their IoT business environment with patented IoT technologies. 

 

5


 
 

Production and Distribution

The Company strategy is to create end-to-end solution and partner with platform technologies providers and system integrators. Our focus is to develop solutions and provide customization, integration and support to our partners. We have a small team of highly technical and experienced personnel to support our various partners that include Renesas (our IoT platform partner), Amazon & Microsoft (our Cloud platform partners), IBM (Block Chain software partner) and several system integrators and technologies providers. Our primary software development is conducted in California, USA. We also have an offshore development and support center in India. In addition, we have expert resources in Dublin, Ireland.

 

Competition 

 

Our SmartAxiom product line has multiple competitors for Internet of things (IoT) security technologies, which include Mocana, DeviceAuthority, Xage and Atonomy. However, these vendors do not address the distributed block chain technologies, nor do they have any rival patents in this space. In the logistics industry there are literally hundreds of competitors. Our competitors have greater operational histories, financial resources and personnel than we do. On the other hand, we have a comprehensive solution protected by our patented technologies such as the edge security software with distributed blockchain security for IoT devices.

 

The Company’s solution differentiators and advantage of our technologies-based solution is the robust end-to-end solution.

 

Government Regulation

 

 There are no government regulations that we need to adhere to support IoT solutions.

 

 Research and Development Activities

 

The Company is currently involved in developing a Center of Excellence to support large enterprise clients’ solutioning and integration needs. We are working with Partner and System Integrators to determine the level of subject matter experts (SMEs) and support infrastructure needed to ensure their support requirements.

 

Employees

 

The Company currently has three full-time employees, as follows: a CEO, COO, and President, and its wholly owned subsidiary, SmartAxiom, Inc., has 6 full-time employees and 8 subcontractors and services providers.

 

Certain positions, such as senior sales executives, solution architects and customer support for both the Company and its wholly owned subsidiary, are being filled with paid independent contractors or insider owners who do not receive cash compensation but may receive stock compensation. In certain regions of the United States, we utilize the services of direct sales and distribution companies. The Company also outsources its logistics to third parties, which can reduce the need for employees in these roles.

 

Going Concern Qualification 

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses from inception of approximately $18,600,000, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company has negative working capital of $9,676,000 as of May 31, 2021. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding business opportunities. We have experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about our ability to execute our business plan, finance operations, and indicates substantial doubt about our ability to continue as a going concern. We continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. Therefore, currently, based upon our near-term anticipated level of operations and expenditures, management believes that cash on hand, excluding cash available under our line of credit, is not sufficient to enable us to fund operations for 12 months from the date the financial statements included in this Report are issued.

At May 31, 2021, we had cash on hand of $34,629 and an accumulated deficit of $18,635,356. See“Liquidity and Capital Resources.”

6


 
 

Intellectual Property Protection

 

The Company has secured a registered trademark for its name and logo. The Company also has trademarks registered for the Victoria’s Kitchen and Just Chill brands. No Trademarks have been filed to date with respect to SmartAxiom.  

 

SmartAxiom owns two issued patents U.S. Patent No. 10,924,466 (System and method for IOT security) and 11,032,293 (System and method for managing and securing a distributed ledger for a decentralized peer-to-peer network).  These patents will expire at approximately May 2, 2039 and December 8, 2039.  SmartAxiom owns three pending patent applications 17/340,928, 17/169,356, and 16/293,538. 

 

Issued patents

 

1.       Patent No. 11,032,293 – June 8, 2021 (same as application no. 16/272,358 and publication no. 2019-0253434 A1 published 8/15/2019).  Title –
SYSTEM AND METHOD FOR MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORK

a.     Currently pending Continuation application of above issued patent - 17/340,928 – filed 6/7/2021 Title –
SYSTEM AND METHOD FOR MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORK

 

2.      Patent No.: US 10,924,466 B2, Pub. Date of Patent: Feb.16,2021 (same as application no. 16/048,140 and publication no. 2029-0036906 A1 Published 1/31/2019)

a.    Currently pending Continuation application of above issued patent – Application No. 17/169,356 (same as publication no. 2021-0160233 A1 published February 5, 2021) title - SYSTEM AND METHODS FOR IOT SECURITY

 

Published not issued yet patent applications.

 

3.    Published Patent Number: US 2019/0273623 Al, Pub. Date: Sep. 5, 2019 – currently pending no issued.  Title - Systems and Methods for a Blockchain Multi-Chain Smart Contract Time Envelope.

 

In summary, SmartAxiom has 3 currently pending patent applications and 2 issued patents as stated above. 

 

ITEM 1A. RISK FACTORS

 

As a “Smaller Reporting Company”, we are not required to provide this information. We are subject to Covid-19 risks that are contained at page 12.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

We maintain our principal office at 575 Lexington Avenue, 4th Floor, New York, NY 10022. Our telephone number at that office is (646) 844-9897. Our executive offices are in New York City. SmartAxiom is located in California at 530 Technology Park, Suite 100 & 200, Irvine, CA 92618.

 

In connection with the acquisition of ESD, the Company assumed a lease for approximately 13,000 square feet of warehouse space located in Gilroy, California at a base rent of $5,248 per month. The lease terminated on June 30, 2021. In June 2019, the Company made the decision to discontinue the operations of ESD. The warehouse space has been leased by a third party and the company’s obligations under the lease terminated as of August 1, 2019.

   

We maintain a website at http://www.lifeonearthinc.com/ and the information contained on that website is not deemed to be a part of this annual report. 

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ITEM 3. LEGAL PROCEEDINGS

 

Settlement of Gankaku Litigation

 

Effective as of June 17, 2021, we settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019 claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount.  The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.

 

Settlement of Redstart Litigation

 

On March 23, 2021, the Company and Redstart Holdings Corp (“Redstart”) settled litigation in connection with a complaint by Redstart in the Supreme Court of Nassau County, New York alleging events of default under the terms of 2 Convertible Notes of which Redstart was the Holder. In connection with settlement of the litigation, Redstart filed a motion to dismiss their complaint against the Company with prejudice, which settles all matters pertaining to the Redstart litigation and complaint. The Company no longer owes Redstart any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.

 

 

Complaint by Anshu Sharma and Aditya Sharma

 

On March 16, 2021, we received a complaint filed by Anshu Sharma and Aditya Sharma against the Company and the Company's officers/directors in the County of Hennepin, Minnesota (District Court; Fourth Judicial District) in connection with our agreement regarding an investment by the Plaintiffs in our Preferred C Shares.  On March 29, 2021, we filed “Defendant’s Joint Motion to Dismiss” to dismiss the complaint.  The Company believes that there is no merit to the complaint and it intends to vigorously defend this matter.  

 

Complaint by Note Holder

 

On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”), filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of Implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019 Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties. .

  

 

Complaint by Former Employee

 

On November 20, 2019, a Complaint was filed with the Superior Court-Judicial District of New Haven by a former employee, naming the Company as Defendant. The Complaint claims that the Company owes the former employee back wages of $60,000 and unpaid expenses of $20,000, which were due to be paid to the former employee upon his termination from the Company on November 1, 2019, in accordance with an employment agreement dated November 18, 2018. The Company has responded that the employee was terminated for cause and is no longer obligated under the terms of the employment agreement. As of August 31, 2020, the parties have not engaged in extensive discovery or any substantial motion practice and no trial date has been set. In addition to the back wages of $60,000, severance of $45,000 and unpaid expenses of $20,000, the Company has recorded legal expenses of $15,000 during the year ended May 31, 2020, as a result of receiving the Complaint.

 

There are no other legal or governmental proceedings that are presently pending or, to our knowledge, threatened, to which we are a party.

 

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable. 

 

8


 
 

PART II

 

ITEM  5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

We have two classes of stock outstanding, Common Stock and Series A Preferred Stock. As of May 31, 2020, there were no Series B Preferred Shares issued or outstanding. Our Common Stock is quoted on the OTC Bulletin Board under the symbol “LFER

 

The following table sets forth the high and low reported closing prices per share of our Common Stock for the period’s indicated. There is no established public trading market for our Series A Preferred Stock, our Series B Preferred Stock, our Series C Preferred and our Series D Preferred Stock.

 

    2021   2020
    High   Low   High   Low
First quarter   $ 0.035     $ 0.014     $ 1.95     $ 0.53  
Second quarter   $ 0.083     $ 0.021     $ 0.63     $ 0.16  
Third quarter   $ 0.125     $ 0.026     $ 0.25     $ 1.10  
Fourth quarter   $ 0.211     $ 0.07     $ 0.50     $ 0.04  

  

The Company has not declared dividends and does not intend to in the foreseeable future. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.

 

Holders

 

As of September 3, 2021, there were 46,424,344 shares of Common Stock issued and outstanding held by 1,000 shareholders of record. As of September 3, 2021, there were 1,200,000 shares of Series A Preferred Stock issued and outstanding held by shareholders of record. The Series A Preferred shares are not convertible and do not receive dividends. As of September 3, 2021, there were 100,000 Series B Preferred Share issued or outstanding to 3 holders; There were 290,000 Series C Preferred Shares issued and outstanding to 6 Shareholders; and there were 210,000 Series D Preferred Shares issued or outstanding to 23 shareholders.

 

Dividends

 

We have never declared any cash dividends with respect to our Common Stock. Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting or that are likely to limit, our ability to pay dividends on our Common Stock, we presently intend to retain future earnings, if any, for use in our business. We have no present intention to pay cash dividends on our Common Stock.

 

Recent Sales or Issuances of Unregistered Securities

 

During the year ended May 31, 2021, the Company issued 14,801,203 shares of common stock to seven (7) parties for the conversions of convertible debt at prices ranging from $0.01 to $0.10 per share.

 

During the year ended May 31, 2021, the Company issued 1,297,500 shares of common stock to seven (7) parties related to finance costs related to convertible debt at prices ranging from $0.084 to $0.20 per share.

 

During the year ended May 31, 2021, the Company issued 368,593 shares of common stock to six (6) vendors at prices ranging from $0.072 to $0.21 per share for services provided to the Company. 

 

 

During the year ended May 31, 2020, the Company issued 4,496,543 shares of common stock to four (4) parties for the conversions of convertible debt at prices ranging from $0.007 to $0.75 per share.

 

During the year ended May 31, 2020, the Company issued 645,029 shares of common stock to fifteen (15) vendors at prices ranging from $0.009 to $1.65 per share for services provided to the Company.

 

During the year ended May 31, 2020, the Company issued 633,865 shares of common stock to five (5) members of our Board of Directors at prices ranging from $0.19 to $1.50 per share.

 

During the year ended May 31, 2020, the Company issued 78,398 shares of the Company’s stock to Frank and Anthony Iemmiti, for their additional stated consideration in the GBC Settlement Agreement, at $0.80 per share.

 

During the year ended May 31, 2020, the Company issued 235,750 shares of common stock to seven (7) parties related to deferred financing costs. 

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Each of the foregoing transactions were deemed exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on the exemption at Section 4(a)(2) and/or Regulation A Rule 506 for transaction not involving a public offering.

 

In addition, the Company issued the following debt instruments during the period June 1, 2017 through May 31, 2021.

 

                 
Type of Debenture   Date of Loan   Maturity   Principle   Interest Rate
                 
CONVERTIBLE     9/26/2017       3/20/2020     $ 650,000       7 %
CONVERTIBLE     11/1/2017       5/2/2018     $ 20,000       7 %
CONVERTIBLE     11/3/2017       5/3/2019     $ 175,000       7 %
CONVERTIBLE     1/26/2018       1/26/2019     $ 125,000       7 %
CONVERTIBLE     1/26/2018       3/31/2018     $ 103,900       7 %
CONVERTIBLE     3/1/2018       3/1/2019     $ 20,000       7 %
CONVERTIBLE     3/2/2018       3/2/2019     $ 55,000       7 %
CONVERTIBLE     3/2/2018       3/2/2019     $ 45,000       7 %
CONVERTIBLE     3/29/2018       3/29/2019     $ 100,000       7 %
CONVERTIBLE     5/21/2018       5/21/2019     $ 40,000       7 %
CONVERTIBLE     5/22/2018       5/22/2019     $ 20,000       7 %
CONVERTIBLE     5/22/2018       5/22/2019     $ 50,000       7 %
CONVERTIBLE     5/23/2018       5/23/2019     $ 30,000       7 %
CONVERTIBLE     5/24/2018       5/24/2019     $ 100,000       7 %
CONVERTIBLE     6/12/2018       6/12/2019     $ 150,000       7 %
CONVERTIBLE     7/2/2018       7/2/2019     $ 15,000       7 %
CONVERTIBLE     7/2/2018       7/2/2019     $ 30,000       7 %
CONVERTIBLE     7/5/2018       7/5/2019     $ 50,000       7 %
CONVERTIBLE     7/13/2018       7/5/2019     $ 25,000       7 %
CONVERTIBLE     7/16/2018       7/16/2019     $ 20,000       7 %
CONVERTIBLE     7/16/2018       7/16/2019     $ 15,000       7 %
CONVERTIBLE     7/18/2018       7/18/2019     $ 10,000       7 %
CONVERTIBLE     8/1/2018       8/1/2019     $ 10,000       7 %
CONVERTIBLE     8/13/2018       8/13/2019     $ 75,000       7 %
CONVERTIBLE     8/13/2018       8/13/2019     $ 10,000       7 %
CONVERTIBLE     8/22/2018       8/22/2019     $ 50,000       7 %
CONVERTIBLE     8/23/2018       8/13/2019     $ 15,000       7 %
CONVERTIBLE     8/23/2018       8/13/2019     $ 15,000       7 %
CONVERTIBLE     9/28/2018       9/28/2019     $ 25,000       7 %
CONVERTIBLE     5/13/2019       5/12/2020     $ 37,500       7 %
CONVERTIBLE     5/13/2019       5/12/2020     $ 37,500       7 %
CONVERTIBLE     9/10/2019       9/10/2020     $ 110,000       10 %
CONVERTIBLE     9/23/2019       9/23/2020     $ 287,500       10 %
CONVERTIBLE     10/25/2019       10/25/2020     $ 68,000       10 %
CONVERTIBLE     3/6/2020       3/6/2021     $ 38,000       10 %
DEMAND     6/12/2017       Demand     $ 20,000       15 %
DEMAND     1/23/2019       3/1/2020     $ 10,000       20 %
DEMAND     1/28/2020       1/28/2021     $ 8,200       20 %
Term     10/29/2018       11/15/2019     $ 131,250       0 %
Term     2/27/2019       2/27/2020     $ 312,500       0 %
Term     3/21/2019       3/20/2020     $ 312,500       0 %
Term     5/16/2019       2/16/2020     $ 75,000       7 %
CONVERTIBLE     3/19/2021       12/19/2021     $ 44,000       8 %
CONVERTIBLE     3/19/2021       12/19/2021     $ 16,500       8 %
CONVERTIBLE     3/19/2021       12/19/2021     $ 16,500       8 %
Term     9/15/2020       12/15/2020     $ 30,000       6 %

  

All conversions and payoffs of these debt instruments are reflected in the financial statements and are detailed in the footnotes. 

10


 
 

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As described at the beginning of this Annual Report on Form 10-K, our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could contribute to such differences include those discussed at the beginning of this Report, below in this section and in the section above entitled “Risk Factors.” You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this Report, or to reflect the occurrence of unanticipated events. You should read the following discussion and analysis in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Report.

 

CURRENT OPERATIONS

 

Life On Earth, Inc. (Company) was incorporated in April 2013 as Hispanica International Delights of America, Inc. as a Delaware corporation. In February 2018, the Company changed its name to Life On Earth, Inc. and was engaged in the distribution of its own proprietary functional beverages throughout the United States. During the year ended May 31, 2021, the Company discontinued the wholesale beverage distribution operations, and the Company announced its intention divest away from its business as a Consumer-Packaged Goods (“CPG”) Company. Accordingly, the Company’s results of operations for the year ended May 31, 2020, reflect a charge in the aggregate amount of $786,436,

 

In December of 2020 the Company decided to change its business and focus on building a technology company to take advantage of high growth software solution based on in IoT edge technologies. In May of 2021, the company acquired SmartAxiom. SmartAxiom delivers Internet of Things (IoT) edge solutions. The Company has computing IoT platform providing our customers with a truly integrated, secure, scalable, interoperable, and advanced insight and visualization engine for the Internet-of-everything’s. SmartAxiom’s delivers a “Single Pane of Glass” architecture model, that works with third-party solutions to provide the foundation for seamlessly, and securely connecting devices. Delivering trusted data to the cloud, and providing value through big data predictive analytics.

 

Coronavirus Risks

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.

 

The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. The significant outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and may continue to do so, which could adversely affect our business, results of operations and financial condition.

GOING CONCERN QUALIFICATION 

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses from inception of approximately $18,500,000, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company has negative working capital of $4,295,000 as of May 31, 2021. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding business opportunities. We have experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about our ability to execute our business plan, finance operations, and indicates substantial doubt about our ability to continue as a going concern. We continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. Therefore, currently, based upon our near-term anticipated level of operations and expenditures, management believes that cash on hand, excluding cash available under our line of credit, is not sufficient to enable us to fund operations for 12 months from the date the financial statements included in this Report are issued

 

At May 31, 2021, we had cash on hand of $34,629 and an accumulated deficit of $18,635,356. See“Liquidity and Capital Resources.”

11


 

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances. There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We have identified below our accounting policies that we use in arriving at key estimates that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 1 to Consolidated Financial Statements of this Report.

Revenue Recognition

The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model (as described in Note 1 to the Consolidated Financial Statements of this Report) to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer.

Revenue consists of the gross sales price, less allowances for which provisions are made at the time of sale, and less certain other discounts, allowances, and rebates that are accounted for as a reduction from gross revenue. Costs incurred by the Company for shipping and handling charges are included in cost of goods sold.

Goodwill and Intangible Assets 

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles are reviewed for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the asset. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the asset is greater than the carrying amount, further testing of goodwill for impairment is not required. If the carrying amount of the asset exceeds the asset’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that asset. Identifiable intangible assets acquired in business combinations are recorded at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As part of the Company’s annual review of goodwill and intangibles we performed a detail analysis of the intangibles recorded as they relate to the acquisitions of JC and VK. Based on this analysis, the Company recorded an impairment charge of $299,000 related to the JC acquisition as of May 31, 2020. The Company also wrote off the goodwill recorded in the VK acquisition, in the amount of $195,000.

 Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

12


 

 

Inflation

 

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

LIQUIDITY AND CAPITAL RESOURCES 

 

During the year ended May 31, 2021, the Company received $100,000 from the issuance of 100 shares of the Company’s Series B Preferred Stock., and, received $220,000 from the issuance of the 220 shares of the Company’s Series C Preferred Stock. During June 2021, the Company received $170,000 from the issuance of 170 shares of the Company’s Series C Preferred Stock. During the year ended May 31, 2021, the Company received $70,000 from the issuance of convertible notes payable and $30,000 from the issuance of a term note and paid $9,000 of notes payable to related parties.

During the year ended May 31, 2020, the Company received $447,240 from the issuance of convertible notes payable and made a $6,000 principal payment to a convertible note holder. During the year ended May 31, 2020, the Company received approximately $53,000 from the issuance of notes payable to related parties and paid $5,300 of notes payable to related parties.

During the year ended May 31, 2021, the Company received proceeds from various lines of credit in an aggregate total of approximately $19,000 and repaid approximately $30,000. During the year ended May 31, 2020, the Company received proceeds from various lines of credit in an aggregate total of approximately $59,000 and repaid approximately $67,000.

 

We have experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about our ability to execute our business plan, finance operations, and indicates substantial doubt about our ability to continue as a going concern. We continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. Therefore, currently, based upon our near-term anticipated level of operations and expenditures, management believes that cash on hand is not sufficient to enable us to fund operations for 12 months from the date the financial statements included in this Report are issued. In view of these conditions, our ability to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on our ability to obtain necessary financing to fund ongoing operations. The consolidated financial statements included in this Report do not give effect to any adjustments which will be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. As of May 31, 2021, the Company had negative working capital of approximately $4,295,000.

We will require additional financing to support our working capital needs in the future. The amount of additional capital that we will require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for available debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our sales goals and otherwise successfully execute our operating plan. We believe it is important that we meet these sales objectives in order to lessen our reliance on external financing in the future. We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. Although we believe various debt and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best interest of our company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or feasible when needed.

CASH FLOW

 

Our primary sources of liquidity have been cash from sales of products, sales of shares, the issuance of a convertible promissory notes and from lines of credit. 

 

13


 

 

WORKING CAPITAL

 

As of May 31, 2021, the Company had total current assets of $113,657 and total current liabilities of $9,881,135 resulting in negative working capital of $9,767,478. As of May 31, 2020, the Company had total current assets of $3,831 and total current liabilities of $4,289,675 resulting in negative working capital of $4,285,844. The increase in negative working capital of $5,481,634 during the year ended May 31, 2021, related, primarily to the accrued cost of the acquisition of Smart Axiom of approximately $5,044,000. In addition, there was an increase in current assets in 2021 compared to 2020 of approximately $117,000, primarily related to an increase in other receivables of $70,000 and the current assets acquired from Smart Axiom of approximately $50,000, including cash of $34,000.

 

Our current liabilities increased during the year ended May 31, 2021 as compared to the year ended May 31, 2020 by approximately $5,591,000, primarily due to the in thee accrued cost of the acquisition of Smart Axiom of approximately $5,044,000, other increases in accounts payable and accrued expenses in 2021 of $321,000, and an increase in the contingent liability for the acquisition of JCG of approximately $358,000, offset by decreases in our convertible notes payable in 2021 of approximately $232,000. 

 

RESULTS OF OPERATIONS  

 

FOR THE YEAR ENDED MAY 31, 2021, AS COMPARED TO MAY 31, 2020.

 

Sales 

 

The Company recorded no sales from continuing operations for the years ended May 31, 2021, and 2020.  

 

Cost of Goods Sold and Gross Profit

 

Gross profit during the year ended May 31, 2021, was $0 as compared to a negative gross profit of $55,701 as reported for the year ended May 31, 2020. The negative gross profit during the year ended 2020 was primarily due the write-offs of obsolete inventory because of expiring inventory

Operating Expenses

Operating expenses from continuing operations were $663,564 for the year ended May 31, 2021 as compared to $1,959,408 for the year ended May 31, 2020. The decrease in operating expenses was related to a variety of factors. During the year ended May 31, 2021 our professional fees decreased by $446,000, Officers compensation decreased by $441,000, salaries and benefits decreased by $349,000, other selling, general and administrative expenses decreased by $187,000. and amortization increased by $79,000 as compared to the year ended May 31, 2020.

 

Other Expense

 

During the year ended May 31, 2021, the Company recorded interest and finance costs from continuing operations of $423,546, as compared to $744,461 during the year ended May 31, 2020. The interest and finance costs incurred by the Company reflect the cost of the debt incurred by the Company to finance operations. During the year ended May 31, 2021, the Company recorded a charge for the fair value of contingent consideration of $357,955 as compared to a credit of the fair value of contingent consideration by $325,309 during the year ended May 31, 2020, related to the acquisition of Just Chill, which arises from the measurement of LFER stock on the 12-month anniversary of the acquisition and subsequent Balance Sheet reporting dates. During the year ended May 31, 2021, the Company recorded a credit change in the fair value of derivative liability of $36,127 as compared to $1,247 during the year ended May 31, 2019.

 

Net Loss

 

Net loss from continuing operations for the year ended May 31, 2021, decreased to $1,408,938 from a net loss of $2,432,907 for the year ended May 31, 2020. In addition to the above factors, during the year ended May 31, 2021 the Company recorded a loss on discontinued operations of $25,135. During the year ended May 31, 2020, the Company recorded a loss on discontinued operations of $786,435 and a gain on the disposal of subsidiary of $893,515 related to the disposal of ESD.

14


 
 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

As a “Smaller Reporting Company”, the Company is not required to provide this information. 

 

ITEM 8. FINANCIAL STATEMENTS

 

The audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES 

 

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed by is in the reports we file or submit under the Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (“Disclosure Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls will be modified as systems change, and conditions warrant.

As of May 31, 2021, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and opera on of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

The determination that our disclosure controls and procedures were not effective as of May 31, 2021 is a result of inadequate staffing and supervision within the accounting operations of our Company. The Company plans to expand its accounting operations as the business of the Company expands.  

MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

There have been no changes in our internal controls over financial reporting during the quarter ended May 31, 2021 that have materially affected or are reasonably likely to materially affect our internal controls.

 

ITEM 9B. OTHER INFORMATION

 

Not applicable. 

15


 
 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Executive Officers and Directors

 

Below are the names and certain information regarding our current executive officers and directors:

 

Name   Age   Title   Date first appointed
Fernando Oswaldo Leonzo     49     Chairman and Director   April 15, 2013 (inception)
                 
Robert Gunther     71     Chief Operations Officer, Treasurer, Secretary and Director   April 15, 2013 (inception)
                 
John Romagosa     41     President and Director   October 10, 2014
                 
Mahmood Khan     69     CEO and Director   July 1, 2021

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Biographical information of each current officer and director is set forth below.

 

Mr. Fernando “Oswaldo” Leonzo, our Chairman of the Board of Directors since April, 2014, is a founder of, and has been employed by the Company since its inception in April of 2013. Mr. “Oswaldo” Leonzo has over 13 years’ experience in the Food and Beverage industry both from the distribution side as well as the brand side. He has also been working with contract manufacturers and suppliers as well as logistics companies for transshipments both in the U.S. and overseas for both Export and Imports- primarily in Latin America. For the past 15 years Fernando Oswaldo Leonzo has worked for the following companies: Deep River Snacks (NYC Regional Sales Manager from February to December, 2011), Reeds, Inc. (New York Metropolitan Area Sales Manager from January to December, 2010), Cheeseworks, Inc. (Sales Director from December 2008 to December 2009), Presto Food & Beverage, Inc. (President & CEO from July 2001 to December 2008).; Gran Nevada Beverage, Inc. (President from November 2011 to present). He served on the board of directors and founded Presto Food & Beverage, Inc. in 2001. Presto’s the Company beverage brand, SolMaya, grew from zero to over $2 million in sales. This is primarily why he was selected as a director of the Company. Previously, he worked for almost a decade in the financial industry, initially as a sales executive with regional financial firms and later for a major clearinghouse on Wall Street. Prior to his financial service industry experience, he successfully operated a business that distributed recorded music to retailers in the U.S., Mexico and Colombia. He received his undergraduate degree (B.A.) in International Studies from New York University (NYU). He currently serves on the board of directors of the Company.

 

Mr. Robert Gunther, the Chief Operations Officer, Treasurer and Director since April, 2014, is a founder of the Company since its inception in April of 2013. He has 26 years’ experience in manufacturing. For the past five years, he has managed his own sales business under his own name specializing in products for apparel and construction. From December 1988 to December 2008 he was a Sr. Account Executive with Georgia Narrow Fabrics / Premier Narrow Fabrics in New York City. As the one of the firm’s producing Account Executives, he generated sales to major accounts including Jockey, Fruit of the Loom, Warner, and VF. The product line included a broad range of knit and woven elastic products. In the mid-80s, he helped develop new apparel customers and manufacturing facilities for Hewlett Manufacturing. From July 1971 to April 1986, he was vice president at Gunther & Sharfman, a family-owned apparel manufacturing business. He participated in design, merchandising, sales, purchasing and manufacturing. His background includes 25 years of experience managing in purchasing and negotiation contracts for materials. Gunther has a BS from Long Island University. Mr. Gunther’s extensive business experience combined with his personal interest in the business is expected to provide the Board with insight and guidance in matters of corporate finance, business development and industry strategy.

 

Mr. John Romagosa, President and Director since October 2014. He is currently the managing director and founder of Latin Sales & Marketing, LLC. (“LSM”), founded in 2012. LSM is a leading brokerage/marketing/consulting firm innovating the retail, foodservice and private label sector of the Hispanic consumer packed goods industry. LSM facilitates the emergence of major Latin manufacturers and US manufacturers for the steadily growing Hispanic market in the USA. Mr. Romagosa’s extensive experience and relationships, within the Hispanic and Ethnic Food industry, will benefit the Board of the Company as it positions the company, its management, its products, and its distribution channels.

16


 
 

  

Mr. Romagosa was the managing director and partner of Falcon International Distributors, LLC, a leading ethnic foods distributor on the east coast, holding a chief procurement role for over ten years. Mr. Romagosa helped build that company from $9 million in revenues to over $100 million in revenues during his tenure before successfully selling the business in 2011. He has received Chamber of Commerce awards in New York and New Jersey and has been responsible for the contribution of over a million pounds of donated products to food banks in the Northeast of the US. Mr. Romagosa is an Alumni of Saint John’s University where he studied Finance, Business Administration, and Marketing.

  

Mahmood Khan – CEO, Director

 

Mahmood Khan has been our Chief Executive Officer since February, 2021 and our Director since June, 2021. Mahmood Khan is an entrepreneur with multiple startups in his 30 plus years’ experience leading product strategy, sales and marketing, solution implementations, and customer success and operations programs. He founded SpeechWare, Inc. in 1989, a CRM technology and professional services company in San Jose, CA. He served as CEO and President till 1999. In 2004 he founded G-ESI, a consulting and professional services company, in Santa Clara, CA. In 2008, he co-founded Terra-Polaris, a original arts gallery in Campbell, California and deployed a Cloud based commercial site. In October 2015, he co-founded Crosscode, Inc., an enterprise software mapping and analysis firm located in Minneapolis, Minnesota, and served as sr. VP of Strategy and Customer Success.

 

Mahmood Khan’s passion is technologies and simplifying complexities using data & software intelligence to create value. He has deep knowledge and experience in software development, migration and modernization of mission critical legacy solutions, ERP, productivity improvements, process optimization, operations and risk management. He has successfully delivered solutions in multiple industries including retail, manufacturing, banking, telecommunications and federal and states. His major clients have included William Sonoma, Sears, Aramark, GM, DreamWorks, USPS, Bay Area Transportation Authority, State of Washington, CA-DOJ, Ericsson, and Telia. He holds an MBA from Pepperdine, B.Sc. from Salford University England, PMI-PMP, and multiple technology certificates.   

 

Board Committees

 

The Company has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our four directors perform all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

 

Shareholder Communications

 

Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.

 

Code of Ethics

 

We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To request a copy of the Code of Ethics, please make written request to our Company at 575 Lexington Ave., 4th Floor, New York, NY 10022.

 

Compliance with Section 16(a) of the Exchange Act

 

Our Common Stock is not registered pursuant to Section 12 of the Exchange Act. On July 7, 2015, our common stock became registered pursuant to section 12g of the exchange act. Accordingly, our officers, directors and principal shareholders are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act. Based solely on a review of the copies of these reports furnished to us from our directors and executive officers with respect to our Fiscal Year 2021,  we are not aware of any required Section 16 reports that were not filed as required.

 

17


 
 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth information concerning the total compensation paid or earned and accrued by each of our named executive officers (as defined under SEC rules) for the fiscal year ended May 31, 2021. 

 

Summary Compensation Table for Fiscal Year Ended May 31, 2021

 

                        Non-Equity    
                Stock   Option   Incentive Plan   All Other
Name and principal position   Year   Salary   Bonus   Awards   Awards   Compensation   Compensation
                             
Fernando Oswaldo Leonzo (1)     2021     $ 30,000     $ —       $     $ —       $ —       $             —   
Chairman of the Board                                                        
                                                         
Robert Gunther (1)     2021     $ 30,000     $ —       $     $ —       $ —       $               —   
Chief Operations Officer, Treasurer, Secretary & Director                                                        
                                                         
John Romagosa (1)     2021     $ 30,000     $ —       $     $ —       $ —       $             —  
President & Director                                                        
                                                         
Mahmood Khan     2021     $ 95,000     $ —       $     $ —       $ —       $    
Chief Executive Officer & Director                                                        

   

(1) During 2020, the amount of salary that was accrued by the company for Mr. Leonzo, Mr. Gunther and Mr. Romagosa was $30,000 each and $95,000 for Mr. Khan.

 

 

The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules) for the fiscal year ended May 31, 2020.

 

 

Summary Compensation Table for Fiscal Year Ended May 31, 2020

 

                        Non-Equity    
                Stock   Option   Incentive Plan   All Other
Name and principal position   Year   Salary   Bonus   Awards   Awards   Compensation   Compensation
                             
Fernando Oswaldo Leonzo (1)(2)     2020     $ 200,000     $ —       $     $ —       $ —       $ 24,000  
Chief Executive Officer Chairman of the Board                                                        
                                                         
Robert Gunther (1)(2)     2020     $ 150,000     $ —       $     $ —       $ —       $ 24,000  
Chief Operations Officer, Treasurer, Secretary & Director                                                        
                                                         
John Romagosa (1)(2)     2020     $ 180,000     $ —       $     $ —       $ —       $ 24,000  
President & Director                                                        

 

(1) During 2020 Mr. Leonzo, Mr. Gunther and Mr. Romagosa received a travel reimbursement allowance of $24,000.

 

(2) During 2020, the amount of salary that was accrued by the Company for Mr. Leonzo, Mr. Gunther and Mr. Romagosa was $171,938, $150,000 and $180,000, respectively.

 

18


 
 

 

The Company has no stock-based option plans in place and has never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

 

Employment Agreements

 

Mahmood Khan

Mahmood Khan is the CEO of LFER and all its subsidiaries. He has an “at will” contract with a base salary of $285,000 per year. There are no additional compensation items at this time.

 

 

Amit Biyani

Amit Biyani is the President of SmartAxiom. He has an “at will” employee contract. His base salary is $150,000 per year.

 

 

There are no other employment agreements; however, the Company anticipates entering into more employment agreements with key management positions as the Company grows. The Company does not have a standing compensation committee, audit committee, nomination committee, or committees performing similar functions. We anticipate that we will form such committees of the Board of Directors once we have a full Board of Directors.

 

Outstanding Equity Awards at Fiscal Year-End

 

As of May 31, 2021, and 2020, there were no outstanding options or warrants to purchase, or other instruments convertible into, common equity of the Company, related to equity awards.   

 

 

 Director Compensation

  

The Company is currently creating an Independent Compensation committee, reporting to the Board, with a compensation schedule for both Independent Board members as well as Executives of the Company which is intended to be retroactive to June 1, 2019.

 

On February 5, 2020, a Separation and Mutual Release Agreement was entered into between Life On Earth, Inc, (“LFER”) and Michael Bloom, a member of LFER’s Board of Director’s (“Director”). The Director and LFER entered into the mutual agreement with respect to the Director’s resignation from his position as a director on the Board of LFER. LFER and the Director agree that the Company has issued to the Director 302,419 restricted  shares of the Company’s common stock (the “Restricted Shares”) as full and adequate compensation to the Director for his services performed as a director on the Company’s Board through February 5, 2020, the “Resignation Date”, all of which were issued to the Director during the year ended May 31, 2020.

 

Effective May 31, 2019, a Separation and Mutual Release Agreement was entered into between Life On Earth, Inc, (“LFER”) and Roy DiBenerdini, a member of LFER’s Board of Director’s (“Director”). The Director and LFER entered into the mutual agreement with respect to the Director’s resignation from his position as a director on the Board of LFER. LFER and the Director agree that the Company issued to the Director 967,218 restricted  shares of the Company’s common stock (the “Restricted Shares”) to compensate him for his services performed as a director on the Company’s Board through the Resignation Date. LFER and the Director agree that the Company paid the Director the amount of $10,000 which is the cash fee for Director’s service as an independent director on the Company’s Board of Directors. 

 

Effective May 31, 2019, Separation and Mutual Release Agreement was entered into between Life On Earth, Inc, (“LFER”) and Randy Berholtz, a member of LFER’s Board of Director’s (“Director”). The Director and LFER entered into the mutual agreement with respect to the Director’s resignation from his position as a director on the Board of LFER. LFER and the Director agree that the Company issued to the Director 1,870,852  restricted shares of the Company’s common stock (the “Restricted Shares”) to compensate him for his services performed as a director on the Company’s Board through the Resignation Date. LFER and the Director agree that the Company paid the Director the amount of $10,000  which is the cash fee for Director’s service as an independent director on the Company’s Board of Directors. 

 

19


 
 

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of August 31, 2020 by:

 

  · each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

 

  · each director;

 

  · each named executive officer; and

 

  · all directors and executive officers as a group.

 

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared with a spouse. 

 

Title of Class   Name and address of beneficial owner  

Amount of

beneficial ownership Common Shares (1 )

  Percent of class (2)   Preferred Shares  

 

Voting % with Preferred Shares(3)

Common Stock   Fernando Oswaldo Leonzo, Director & Officer     760,000       1.46 %     600,000       59.05 %
    575 Lexington Ave., 4th Fl. New York, NY 10022                                
                                     
Common Stock   Robert Gunther, Director & Officer     180,000       0.35 %     300,000       29.14 %
    575 Lexington Ave., 4th Fl. New York, NY 10022                                
                                     
Common Stock   John Romagosa, Director & Officer     312,000       0.60 %     200,000       19.80 %
    575 Lexington Ave., 4th Fl. New York, NY 10022                                
                                     
All Executive Officers and Directors as a group consisting of 4 individuals     2,673,752       5.13 %                
                                     
Common Stock   Shircoo, Inc.     2,041,392       3.90 %                
    2350 E. Allview Terrace, Los Angeles, CA 90068                                

  

The percent of class is based on 46,424,344 shares of common stock issued and outstanding as of August 30, 2021 plus 5,663,866 shares beneficially owned from the conversion of debt, the execution of warrants and accrued director compensation. 

 

  (1) Shares are restricted and fully vested.

 

  (2) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

 

  (3) Reflects the impact of the 50-1 voting preference of the preferred stock.

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 Preferred shares outstanding

 

Series A Preferred Shares  May 31, 2021
   Shares Outstanding
Fernando Oswaldo   600,000 
Robert Gunther   300,000 
Jerry Gruenbaum   100,000 
John Romagosa   200,000 
      
Total   1,200,000 

 

Preferred shares do not have liquidation preferences but have 50-1 preferred voting rights.

 

The number of Preferred Series B shares outstanding as of May 31, 2021 were:
Holder  Number of Shares
J.Craig Holding Corp.   50,000 
Massoud Toghraie   25,000 
John Romagosa   25,000 
Total   100,000 

 

 

The number of Preferred Series C shares outstanding as of May 31, 2021 were:
Holder  Number of Shares
Dr. Anshu Sharma, M.D.   150,000 
Mahmood Khan   50,000 
Rafael Collado   50,000 
Axon Capital Management, Inc.   20,000 
W. S. Gamble   20,000 
Total   290,000 

  

 

The number of Preferred Series D shares outstanding as of May 31, 2021 were:
Holder  Number of Shares
Amit Biyana   128,822 
Twenty-two (22) minority shareholders of Smart Axiom, as a group   81,178 
Total   210,000 

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

We have not adopted any Equity Compensation Plans as of the date of this filing.

 

21


 
 

 

DESCRIPTION OF SECURITIES 

The Common Stock

 

We are authorized to issue 200,000,000 shares of Common Stock, $0.001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share- for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering and conversion of any Preferred Stock, are, and will be, fully paid, validly issued and non- assessable.

 

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

 

The Company has never paid any dividends to shareholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all Preferred Stock dividends are paid in full.

 

Preferred Stock

 

We are authorized by our Articles of Incorporation to issue a maximum of 10,000,000 shares of Preferred Stock, $0.001 par value. This Preferred Stock may be in one or more series and containing such rights, privileges and limitations, including voting rights, conversion privileges and/or redemption rights, as may, from time to time, be determined by our Board of Directors. Preferred stock may be issued in the future in connection with acquisitions, financings or such other matters as the Board of Directors deems to be appropriate. In the event that any such shares of Preferred Stock shall be issued, a Certificate of Designation, setting forth the series of such Preferred Stock and the relative rights, privileges and limitations with respect thereto, shall be filed. The effect of such Preferred Stock is that our Board of Directors alone, within the bounds and subject to the federal securities laws and the Delaware Law, may be able to authorize the issuance of Preferred Stock which could have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and might adversely affect the voting and other rights of holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights also may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.

 The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established. 

The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein and fixing and determining the relative rights and preferences thereof. The Board of Directors may make any change in the designations, terms, limitations or relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.

 

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

Series A Preferred Stock

 

We have designated 1,200,000 shares of Series A Preferred Stock, par value $0.001 per share (the “Class A Stock”). We have 1,200,000 shares of Series A Preferred Stock issued and outstanding.

 

The Series A Preferred Stock does not have liquidation preferences. The Series A Preferred Stock has 50:1 voting rights, with each share possessing fifty votes. Series A Preferred shares are not convertible and do not pay dividends.

 

22


 
 

Series B Preferred Stock

 

We have designated 250,000 shares of Series B Preferred Stock, par value $0.001 per share. As of May 31, 2021, 100,000 shares of our Series B Preferred Stock are issued and outstanding.

 

The Series B Preferred Stock does not have liquidation preferences. The Series B Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. The Company shall pay the holders of Series B Preferred Stock a 10% annual cash dividend paid quarterly.

 

Series C Preferred Stock

 

We have designated 3,000,000 shares of Series C Preferred Stock, par value $0.001 per share. As of May 31, 2021, 290,000 shares of our Series C Preferred Stock are issued and outstanding.

 

The Series C Preferred Stock does not have liquidation preferences. The Series C Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. The Company shall pay the holders of Series C Preferred Stock a 10% annual cash dividend paid quarterly. 

 

Series D Preferred Stock

 

We have designated 210,000 shares of Series D Preferred Stock, par value $0.001 per share. As of May 31, 2021, 210,000 shares of our Series D Preferred Stock are issued and outstanding.

 

The Series D Preferred Stock does not have liquidation preferences. The Series D Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. Each share of the Series D preferred stock converts into 10 shares of the Company’s common stock. The Series D Preferred Stock pays no dividend.  

 

Warrants outstanding

        2021       2020
        Weighted       Weighted
        Average       Average
    Warrants   Exercise price   Warrants   Exercise price
Outstanding     349,000     $ 4.25       349,000     $ 4.25  
Granted - JC acquisition     —                 —            
Exercised     —                 —            
Expired     200,000      $ 4.25       —            
Outstanding     149,000     $ 4.25       349,000     $ 4.25  
                                 
Exercisable at year end     149,000     $ 4.25       349,000     $ 4.25  

 

Warrants       Strike
Underlying Shares   Expiration   Price
  80,000       September 30, 2021     $ 4.25  
  33,000       October 7, 2021     $ 4.25  
  6,000       September 20, 2021     $ 4.25  
  30,000       September 29, 2021     $ 4.25  
  149,000                  

 

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

We have not adopted any Equity Compensation Plans as of May 31, 2021. 

23


 
 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Our CEO, Fernando “Oswaldo” Leonzo, owns no shares in Gran Nevada, however he serves as Gran Nevada’s   current President. Robert Gunther, our Chief Operating Officer owns 12% of the common stock of Gran Nevada.

 

The current officers and directors of the Company are involved in other business activities and may, in the future, become involved in additional business opportunities. Currently there are no other employment contracts with the remaining members of the management team. In addition, there are currently agreements in place with an independent member of the Board of Directors. If a specific business opportunity becomes available, such person(s) may face a conflict in selecting between our business interest and their other business interests. The policy of the Board is that any personal business or corporate opportunity incurred by an officer or Director of LFER must be examined by the Board and turned down by the Board in a timely basis before an officer or Director can engage or take advantage of a business opportunity which could result in a conflict of interest.

 

Our chairman has also guaranteed certain operating business loans to support the operations. Currently he has guaranteed business loans with Blue Vine and Kabbage.

 

Our COO, Robert Gunther, has guaranteed a credit line with Wells Fargo for $50,000.

 

The founder's Common Shares as disclosed herein were sold to our officers and directors in April 2013. The Company believes that the issuance of these shares was exempt from registration pursuant to Section (2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. The Founders, Fernando “Oswaldo” Leonzo (Chairman & CEO), Robert Gunther (Treasurer, Secretary, Director & Chief Operations Officer), and Jerry Gruenbaum were issued the following Preferred Shares as founders for services rendered as Officers and Directors as of April 30, 2013, 600,000 Preferred Shares, 300,000 Preferred Shares, and 100,000 Preferred Shares respectively. Jerry Gruenbaum resigned as a Director on April 16, 2015. None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:

 

  · The Officer and Director;
     
  · Any person proposed as a nominee for election as a Director;
     
  · Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
     
  · Any relative or spouse of any of the foregoing persons who have the same home as such person.

 

  

Director Independence

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”

 

Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the NASDAQ Marketplace Rule 5605(a)(2). In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors.

 

24


 
 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

Effective March 16, 2020, our Board of Directors appointed Boyle CPA LLC (“Boyle”) as our independent registered public accounting firm, to audit our financial statements for the years ended May 31, 2021 and 2020.

 

The aggregate fees billed to the Company for services rendered in connection with the years ended May 31, 2021 and 2020 are set forth in the table below:

 

Fee category  2021  2020
Audit fees (1 )  $45,000   $80,141 
Audit related (2)   15,000    —   
Tax fees   —      —   
Total fees  $60,000   $81,141 

___________ 

(1) Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q, Form 10-K  and for services that are normally provided in connection with statutory or regulatory filings or engagements.  Total fees billed by Boyle, are $45,000 and $35,000, respectively, covering Form 10-Q and the Form 10-K for the year ended May 31, 2021 and 2020. 
(2) Audit related fees consist of fees incurred for professional services related to the acquisition audit of SmartAxiom, Inc.

 

 

Audit Committee’s Pre-Approval Practice

 

We currently do not have an audit committee. Our board of directors has approved the services described above.

 

25


 
 

 

  

 

 

PART IV - FINANCIAL INFORMATION 

 

    Page  
       
Reports of Independent Registered Public Accounting Firm   F-2  
       
Consolidated Balance Sheets at May 31, 2021 and 2020   F-4  
       
Consolidated Statements of Operations for the years ended May 31, 2021 and 2020   F-5  
       
Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended May 31, 2021 and 2020   F-6  
       
Consolidated Statements of Cash Flows for the years ended May 31, 2021 and 2020   F-7  
       
Notes to Consolidated Financial Statements   F-8  

 

 

 

 

Boyle CPA, LLC

Certified Public Accountants & Consultants

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and

Board of Directors of Life on Earth, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Life on Earth, Inc. (the “Company”) as of May 31, 2021 and 2020, the related statements of operations, stockholders’ deficiency, and cash flows for each of the two years in the period ended May 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 May 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s continuing operating losses, negative working capital and negative cash flows from operating activities raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of the consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

Basis of 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 audit. 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 fraud or error. 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters 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. We determined that there are no critical audit matters. 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.

 
 

Accounting for the Smart Axiom, Inc. (“SA”) Acquisition

 

As discussed in Note 5 to the consolidated financial statements, on April 16, 2021, the Company entered into a stock purchase agreement with SmartAxiom, Inc. (“SA”) and its shareholders providing for the Company to purchase of all the outstanding common stock shares of SA. The Agreement was supplemented by First and Second Addendum Agreements, dated April 30, 2021, and May 11, 2021, respectively. The total purchases price was $5,044,127, based upon the fair value of the common and preferred stock to be issued and the earn out provisions. The Company allocated this fair value to the assets and liabilities, with $5,177,643 allocated to capitalized software, patents, and customer lists. The Company estimated the useful lives of these intangible assets to be five years.

 

We identified the accounting considerations and related valuations as a critical audit matter. The principal considerations for our determination were the accounting and valuation considerations in determining the valuation of the consideration given, the allocation of the purchase price to the acquired assets and liabilities, and the subsequent valuation of the acquired intangible assets. Auditing these elements is especially challenging and requires auditor judgement due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

 

Our audit procedures related to the acquisition of SA, included the following, among others: (1) evaluating the relevant terms and conditions of the acquisition agreement, (2) assessing the valuation of the consideration given by the Company and the allocation of the fair value to the assets and liabilities of SA, (3) independently assessing the valuations determined by Management, and (4) recomputing the carrying values of the acquired intangible assets.

 

/s/ Boyle CPA, LLC

 

We have served as the Company’s auditor since 2020

Red Bank, NJ
September 3, 2021

     
331 Newman Springs Road   P (732) 822-4427
Building 1, 4th Floor, Suite 143   F (732) 510-0665
Red Bank, NJ 07701    

 

F-3


 

 

 

Life On Earth, Inc.
Consolidated Balance Sheets
 
   May 31,  May 31,
   2021  2020
       
ASSETS
Current Assets          
Cash and cash equivalents  $34,629   $3,831 
Accounts receivable, net of allowance for doubtful accounts of $41,900 and $33,356 as of  May 31, 2021 and 2020, respectively   5,802    —   
Inventory   —      —   
Prepaid expenses   3,226    —   
Other receivable   70,000    —   
Total current assets   113,657    3,831 
           
Other Assets          
   Furniture and Equipment, net of accumulated depreciation of $15,629 and $0 as of May 31, 2021 and 2020   3,687      
Intellectual Property - Software development, net of accumulated amortization of $177,903 and $0 as of May 31, 2021 and 2020, respectively   5,102,000    —   
           
Total Assets  $

5,219,344

   $3,831 
           
LIABILITIES AND STOCKHOLDERS' DEFICIENCY          
Current Liabilities          
Accounts payable and accrued expenses  $

2,163,858

   $1,833,205 

Accrued contingent liability for the purchase cost of the SA acquisition

   5,044,127    —    
Contingent liability   415,227    57,273 
Derivative liability   110,588    146,715 
Notes payable - related party   58,491    61,860 
Notes payable   118,031    —   
Convertible notes payable, net of unamortized deferred financing costs of $29,633 and $99,683 as of May 31, 2021 and 2020, respectively   1,932,964    2,164,498 
Lines of credit   37,849    26,124 
  Total current liabilities   

9,881,135

    4,289,675 
           
Total Liabilities   

9,881,135

    4,289,675 
           
Commitments and contingencies          
           
Stockholders' Deficiency          
Preferred stock, $0.001 par value; 10,000,000 shares authorized,          
Series A Preferred Stock, 1,200,000 and 1,200,000 shares issued and outstanding as of  May 31, 2021 and 2020, respectively   1,200    1,200 
Series B Preferred Stock, 100,000 and 0 shares issued and outstanding as of May 31, 2021 and 2020, respectively   100    —   
Series C Preferred Stock, 290,000 and 0 shares issued and outstanding as of May 31, 2021 and 2020, respectively   290    —   
Series D Preferred Stock, 210,000 and 0 shares issued and outstanding as of May 31, 2021 and 2020, respectively   210    —   
Common stock, $0.001 par value; 200,000,000 shares authorized,          
 29,548,676 and 13,081,380 shares issued and outstanding, as of May 31, 2021 and 2020, respectively   29,549    13,081 
Additional paid-in capital   

13,942,216

    12,901,158 
Accumulated deficit   (18,635,356)   (17,201,283)
Total Stockholders' Deficiency   (4,661,791)   (4,285,844)
           
Total Liabilities and Stockholders' Deficiency  $5,219,344   $3,831 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-4


 

 

Life On Earth, Inc.
Consolidated Statements of Operations
       
   For the year ended May 31,
  2021  2020
       
       
Sales, net  $—     $—   
Cost of goods sold   —      55,701 
Gross profit   —      (55,701)
           
Expenses:          
Professional fees   319,955    766,790 
Officers compensation   185,000    626,200 
Salaries and benefits   16,935    365,487 
Other selling, general and administrative   62,402    200,931 
Amortization   79,272    —   
Impairment of goodwill   —      —   
Impairment of intangible assets   —      —   
Total expenses   663,564    1,959,408 
           
Loss from operations   (663,564)   (2,015,109)
           
Other income and (expenses):          
Change in fair value of contingent consideration   (357,955)   325,309 
Change in fair value of derivative liability   36,127    1,274 
Interest and financing costs   (423,546)   (744,461)
           
Loss from continuing operations   (1,408,938)   (2,432,987)
Loss on discontinued operations   (25,135)   (786,435)
Gain on disposal of subsidiary   —      893,515 
           
Net loss   (1,434,073)   (2,325,907)
           
Basic and diluted loss per share from continuing operations  $(0.07)  $0.27 
    —        
Basic and diluted loss per share on discontinued operations  $—     $.0.09 
           
Basic and diluted loss per share on disposal of subsidiary  $—     $0.10 
           
Basic and diluted weighted average number          
 of shares outstanding   21,123,838    8,987,117 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

F-5


 

 

Life On Earth, Inc.
Consolidated Statements of Stockholders' Deficiency
For the years ended May 31, 2021 and 2020
 
                                        
   Series A Preferred  Series B Preferred  Series C Preferred  Series D Preferred  Common Stock  Additional  Accumulated  Total Stockholders
   Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Paid in capital  Deficit  Deficiency
                                        
Balance - June 1, 2019   1,200,000   $1,200    —     $—      —     $—      —     $—      8,042,075   $8,042   $12,115,864   $(14,875,376)  $(2,750,270)
                                                                  
Issuance of common shares for services                                           645,029    645    379,500         380,145 
Issuance of common shares to Directors                                           633,865    634    340,361         340,995 
Issuance of common shares for sale of subsidiary                                           78,398    78    62,640         62,718 
Issuance of common shares for deferred financing costs                                           235,750    236    62,309         62,545 
Issuance of common shares for convertible debt                                           4,496,543    4,497    201,334         205,830 
Common shares retired and cancelled                                            (291,000)   (291)   (261,609)        (261,900)
Net loss                                                          (2,325,907)   (2,325,907)
                                                                  
Balance - May 31, 2020   1,200,000   $1,200    —     $—      —     $—          $     13,081,380   $13,081   $12,901,158   $(17,201,283)  $(4,285,844)
                                                                  
Sale of Series B preferred shares             100,000    100                                  99,900         100,000 
Sale of Series C preferred shares                       290,000    290                        289,710         290,000 
Sale of Series D preferred shares                               210,000    210              (210)         
Issuance of common shares for convertible debt                                           14,801,203    14,801    486,969         501,770 
Issuance of common shares for finance costs related to convertible debt                                           1,297,500    1,298    136,615         137,913 
Issuance of common shares for services                                           368,593    369    28,074         28,443 
Net loss                                                          (1,434,073)   (1,434,073)
                                                                  
Balance - May 31, 2021   1,200,000   $1,200    100,000   $100    290,000   $290    210,000   $210    29,548,676   $29,549   $13,942,216   $(18,635,356)  $(4,661,791)

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

10

F-6


 

 

Life On Earth, Inc.
Consolidated Statements of Cash Flows
For the years ended
   May 31,
   2021  2020
       
Cash Flows From Operating Activities          
Net loss  $(1,434,073)  $(2,325,907)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
         Stock based compensation   28,443    579,067 
Depreciation and amortization   79,273     92,000 
Goodwill impairment   —      195,000 
         Impairment of intangible assets   —      299,000 
         Provision for obsolete and excess inventory   —      96,609 
Amortization of interest and financing costs   —      542,317 
Share based finance costs   219,571    16,825 
Provision for bad debts   990    (57,506)
Change in fair value of contingent liability   357,954    (325,309)
Change in fair value of derivative liability   (36,127)   —   
Disposal of discontinued subsidiary   —      (812,677)
Changes in operating assets and liabilities:          
(Increase) decrease in:          
Accounts receivable   (990)   89,047 
Inventory   —      118,894 
Prepaid expenses and other current assets   149   77 
Other receivable   (70,000)     
Increase (decrease) in:          
Accounts payable, accrued expenses and contingent liability   467,203    913,578 
Cash used by operating activities of continuing operations   (387,607)   (578,985)
Cash used by operating activities of discontinued operations   (25,135)    —   
Cash used by operating activities   (412,742)   (578,985)
           
Cash Flows From Investing Activities          
Acquisition of subsidiary, net of cash acquired   39,878    —   
Cash used by investing activities   39,878    —   
           
Cash Flows From Financing Activities          
Repayment of notes payable   —      (54,042)
Proceeds from notes payable   30,000    —   
Repayment of notes payable   (1,288)     
Proceeds from lines of credit, net of financing costs   19,426    58,649 
Payment of lines of credit   (31,107)   (67,256)
Proceeds from loans payable - related party   5,631    53,369 
Repayment of loans payable - related party   (9,000)   (5,300)
Proceeds from convertible notes payable, net of financing costs   —      447,240 
Repayment of convertible notes payable   —      (6,000)
Proceeds from sale of Series B preferred stock   100,000    —   
Proceeds from sale of Series C preferred stock   290,000    —   
Cash (used)/provided by financing activities   403,662    426,660 
           
Net Increase (decrease) in Cash and Cash Equivalents  $30,798   $(152,325)
           
Cash and Cash Equivalents - beginning   3,831    156,156 
           
Cash and Cash Equivalents - end  $34,629   $3,831 
           
Supplemental Disclosures of Cash Flow Information          
Noncash investing and financing activities:          
Derivative liability associated with convertible debt  $110,588   $146,715 
           
Common stock issued to satisfy accounts payable and accrued expenses  $—     $184,885 
           
Common stock issued for convertible debt  $501,770   $205,830 
           
Common stock issued with convertible debt as financing fee  $137,913   $62,545 
           
Common stock issued for sale of subsidiary  $—     $62,718 

The accompanying notes are an integral part of these consolidated financial statements

F-7


 

 

Life On Earth, Inc.

Notes to Consolidated Financial Statements

  

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations and Basis of Presentation

 

Life On Earth, Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the Company now has the capabilities of offering software that manages and secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security, latency, reliability and manageability. We have uniquely created, through our SmartAxiom subsidiary, the first true endpoint-to-cloud blockchain solution, while our IoT Smart Contracts manage NFTs and push intelligence to the edge. The SmartAxiom technology is proving value in verticals such as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom. The Company was a brand accelerator and incubator Company that was focused on building and scaling concepts in the natural consumer products category. The Company’s previous business model focused and long-term forward-looking vision to consumers in the health, wellness and lifestyle spaces through superior branding, product quality, and direct to consumer and retail experience within the CPG industry.

 

The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Smart Axiom Inc. (“SA”), Victoria’s Kitchen, LLC (“VK”) and The Chill Group, LLC (“JC”). All intercompany transactions and balances have been eliminated in consolidation.

 

On June 21, 2019, the Company made the determination to shut down and discontinue the operations of Energy Source Distributors, Inc. (“ESD”) and further focus on the brand portfolio. Effective November 4, 2019, ESD filed for Chapter 7 bankruptcy protection. On December 11, 2019, the Company received a final decree from the United States Bankruptcy Court ruling that a Chapter 7 bankruptcy estate for ESD had been fully administered. The results of operations of ESD for the years ended May 31, 2020 and 2019 are included herein as discontinued operations in the financial statements. The Company has recognized a gain on the disposal of ESD in the amount of $893,515 for the year ended May 31, 2020, as reported in the consolidated statements of operations.

 

LFER was incorporated in Delaware in April 2013 and acquired SA in May 2021, VK in October 2017, and JC in August 2018.

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  

 

Revenue Recognition

 

In May 2014, the FASB issued guidance codified in ASC 606 which amends the guidance in former ASC 605, “Revenue Recognition.” The core principle of the standard is to recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The standard also requires additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

 

 

 

 

F-8
 
 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

 

Step 1: Identify the contract with the customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when the company satisfies a performance obligation

 

Because the Company’s agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts are included in cost of goods sold. Sales tax and other similar taxes are excluded from net sales. Sales are recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts, slotting fees and promotional allowances vary from customer to customer. The consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue.

 

All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality issues or distributor terminations, in which situations the Company would have variable consideration. To date, returns have not been material. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the consolidated balance sheets.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Reclassifications

 

Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year.

 

Reverse Stock Split

 

On November 11, 2019, the Company’s Board of Directors (the “Board”) and a majority of shareholders approved a reverse stock split at a ratio of one-for-five shares of common stock, without changing the par value, rights, terms, conditions, and limitations of such shares of common stock, (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 25, 2020 (the “Effective Date”), pursuant to approval from the Financial Industry Regulatory Authority (“FINRA”), whereupon the shares of our common stock will begin trading on a split adjusted basis. All share and per share information has been retroactively adjusted to reflect the impact of this reverse stock split.

 

 

F-9
 
 

Net Loss Per Common Share

 

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. As of May 31, 2021, and 2020, respectively, warrants and convertible notes payable could be converted into approximately 3,088,000 and 2,779,000 shares of common stock, respectively.

 

Income Taxes

 

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.

 

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of May 31, 2021 and does not expect this to change significantly over the next 12 months.

 

Accounting for Equity Awards

 

The cost of services received in exchange for an award of equity instruments related to employees and non-employees is based on the grant-date fair value of the award and allocated over the requisite service period of the award.

 

 

Cash and Cash Equivalents

 

The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents.

 

At May 31, 2021 and 2020, respectively, the Company had cash and cash equivalents of $34,629 and $3,831 respectively. At May 31, 2021 and May 31, 2020, cash equivalents were comprised of funds in checking accounts, savings accounts and money market funds. 

 

Accounts Receivable

 

Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold.

 

As of May 31, 2021, and May 31, 2020, the allowance for doubtful accounts was $41,900 and $33,356, respectively.

 

Inventory

 

Inventory consists of finished goods and raw material which are stated at the lower of cost (first-in, first-out) and net realizable value and include adjustments for estimated obsolete or excess inventory. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. During the years ended May 31, 2021 and 2020, the Company recorded and provision for obsolete and excess inventory of $0 and $96,000, respectively, which was recorded as cost of goods sold. On May 31, 2021 and 2020, there was $0 on hand.

 

 

F-10
 
 

Intangible Assets

 

The Company's intangible assets include developed technology, customer relationships and tradenames and were acquired in a purchase business combination. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, which is estimated to be 5 years.

 

Costs that are related to the conceptual formulation and design of licensed software programs are expensed as incurred to research, development and engineering expense; costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years. The company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.

 

There were no indefinite-lived intangible assets as of May 31, 2021 or 2020.

 

The Company reviews its finite-lived intangible and other long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value.

 

Goodwill

 

Goodwill is deemed to have an indefinite life, and accordingly, is not amortized, but evaluated annually (or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable) for impairment. The most significant assumptions, which are used in this test, are estimates of future cash flows. If these assumptions differ significantly from actual results, impairment charges may be required in the future.

 

Advertising

 

Advertising and promotion costs are expensed as incurred. Advertising and promotion expense amounted to approximately $15,449 and $38,639 for the years ended May 31, 2021 and 2020, respectively.

 

Shipping and Handling

 

Shipping and handling costs are included in costs of goods sold.

 

Business combination

 

GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, whereby the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive income.

 

 

The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. 

 

Deferred Finance Cost

 

 

Deferred financing costs or debt issuance costs are costs associated with issuing debt, such as various fees and commissions paid to investment banks, law firms, auditors, regulators, and so on. Since these payments do not generate future benefits, they are treated as a contra debt account. The costs are capitalized, reflected in the balance sheet as a contra long-term liability, and amortized using the effective interest method or over the finite life of the underlying debt instrument, if below de minimis.

 

 

Derivative Liability

 

 

The Company accounts for certain instruments, which do not have fixed settlement provisions, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. This is due to the conversion features of certain convertible notes payable being tied to the market value of our common stock. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in estimated fair value are recorded as non-cash adjustments within other income (expenses), in the Company’s accompanying Consolidated Statements of Operations.

 
F-11
 
 

Fair Value Measurements

 

In August 2018, the FASB issued a new guidance which modifies the disclosure requirements on fair value measurements.

 

We categorize our financial instruments into a three-level fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on our consolidated balance sheets are categorized as follows:

 

Level 1 inputs—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs—Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

 

Level 3 inputs—Unobservable inputs for the asset or liability, which are supported by little or no market activity and are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.

 

Recent Accounting Pronouncements

 

On February 25, 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-2, "Leases" (Topic 842), which is intended to improve financial reporting for lease transactions. This ASU requires organizations that lease assets, such as real estate and manufacturing equipment, to recognize assets and liabilities on their balance sheets for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that have terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU also requires disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. This ASU became effective for public entities beginning the first quarter 2019. During 2019 the Company sold the Giant Beverage Company which resulted in elimination of the Company’s lease obligation related to that operation. The remaining lease obligation related to Energy Source Distributors which was terminated on July 31, 2019 reducing the remaining terms of the lease to 2 months. The Company has adopted ASU 2016-2 Leases which does not have material impact on Company’s financial statements. 

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU become effective for fiscal years beginning after December 15, 2019. and must be adopted using a modified retrospective transition approach. The Company adopted ASU 2016-13 which did not have a material impact on Company’s financial statements.

 

In January 2017, the FASB issued an update to the accounting guidance to simplify the testing for goodwill impairment. The update removes the requirement to determine the implied fair value of goodwill to measure the amount of impairment loss, if any, under the second step of the current goodwill impairment test. A company will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment charge will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The guidance is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019. This standard is required to take effect in the Company’s first quarter (August 2020) of our fiscal year ending May 31, 2021. Adoption of this new guidance did not have a material impact on our financial statements.

 

 

 

 
F-12
 
 

 

 

In November 2018, the FASB issued new guidance to clarify the interaction between the authoritative guidance for collaborative arrangements and revenue from contracts with customers. The new guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The Company does not have any collaborative arrangements or revenue from contracts and therefore Topic 808 does not have an impact on our consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

Note 2 - BASIS OF REPORTING AND GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

 

The Company has incurred losses from inception of approximately $18,600,000, has a working capital deficiency of approximately $9,800,000 and a net capital deficiency of approximately $4,700,000, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. As of May 31, 2021, the Company did not have sufficient cash on hand to fund operations for the next 12 months. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the sale of stock and receive additional loans from third parties and related parties. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

 

Note 3 - CONCENTRATIONS

 

Concentration of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash in banks is insured by the FDIC up to $250,000 per institution, per entity. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its account receivable credit risk exposure is limited.

 

Sales and Accounts Receivable

 

One customer accounted for 100% of the Company’s accounts receivable as of May 31, 2021.

 

 

 

 

 
F-13
 
 

 

 

Note 4 – FAIR VALUE MEASUREMENTS

 

We follow the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, for our financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

 

Financial assets and liabilities recorded on the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

 

Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

 

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 – Inputs include the following:

 

  · Quoted prices for similar assets and liabilities in active markets
     
  · Quoted prices for identical or similar assets or liabilities in markets that are not active
     
  · Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (i.e., interest rate and yield curve quotes at commonly quoted intervals)
     
  · Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

 

The level in the fair value hierarchy within which the fair value measurement is classified is determined based upon the lowest level of input that is significant to the fair value measurement in its entirety.

 

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash and cash equivalents, accounts payable and accrued expenses and notes payable.

 

The carrying value of our contingent liability approximated the fair value as of May 31, 2021 in considering Level 1 inputs within the hierarchy.

 

The carrying value of our derivative liability as of May 31, 2021 approximated the fair value in considering Level 3 inputs within the hierarchy. The Company’s derivative liability is measured at fair value using the Black Scholes valuation methodology. 

 

For the year ended May 31, 2021 the following input were utilized to derive the fair value of our derivative liability:

 

    May 31,  
    2021  
Risk free interest rate   0.14% - 0.13 %
Expected dividend yield     0  
Expected term (in years)     1  
Expected volatility   16.95% -38.84 %

 

 
F-14
 
 

  

The following tables set forth by level, within the fair value hierarchy, the Company’s financial instruments carried at fair value as of May 31, 2021 and May 31, 2020:

 

    May 31, 2020  
    Level 1     Level 2     Level 3     Total  
Contingent liability   $ 415,227     $     $     $ 415,227  
Derivative liability                 110,588       110,588  
Total   $ 415,227     $     $ 110,588     $ 525,815  
                                 
    May 31, 2020  
    Level 1     Level 2     Level 3     Total  
Contingent liability   $ 57,273     $     $     $ 57,273  
Derivative liability                 146,715       146,715  
Total   $ 57,273     $     $ 146,715     $ 203,988  

 

 

Note 5 – SA ACQUISITION

On April 16, 2021, the Company entered into a stock purchase agreement with SmartAxiom, Inc. (“SA”) and its shareholders providing for the Company to purchase of all the outstanding common stock shares of SA. The Agreement was supplemented by First and Second Addendum Agreements, dated April 30, 2021, and May 11, 2021, respectively.

The SA Acquisition Agreement and the First and Second addendum agreements provide for the purchase of 100% of the SA’s issued and outstanding shares, providing for the Company’s acquisition of SA with consideration consisting of 13,000,000 shares of the Company’s common stock; 210,000 shares of the Company’s new Series D Convertible Preferred Shares, convertible, over an eighteen month earn out schedule, into our common stock shares with a floor price of twenty cents, and an earn-out, as defined, by SA to be paid in our common stock. The SA Agreement also specifies that the liabilities acquired by the Company will be limited to $75,000. We will also provide an additional $2,000,000 in working capital from the public or private markets by no later than 18 months from the close of the SA Acquisition. On May 11, 2021, we closed on the SA Acquisition.

The acquisition of SA supports the Company’s strategic initiatives. SmartAxiom’s patented software technology manages and secures IoT systems through patented, lite blockchain and cyber security technologies.

The following table summarizes the purchase price as of May 11, 2021, the date of acquisition:

Issuance of 13,000,000 shares of the Company’s common stock  per share  $2,730,000 
Issuance of 210,000 Series 'D" Preferred convertible stock, each share is convertible into 10 common shares   203,613 
A maximum of $2,200,000 of LFER common shares to be issued, subject to an earn-out, as defined, by SA over 18 month period from closing date of the acquisition.   2,221,777 
Excess of SA liabilities over the $75,000 acquired by the Company   (111,263)
         Total purchase consideration  $5,044,127 
 
F-15

 

The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed on May 11, 2021, the date of acquisition:

Cash  $39,878 
Accounts receivable, net of an allowance for doubtful account of $7,554   5,802 
Prepaid expenses and other current assets   3,375 
Furniture and fixture, net   3,687 
Intangible assets - Capitalized software development costs, patents, customer lists net of accumulated amortization of 98,630;   5,177,643 
Accounts payable and accrued expenses   (73,533)
Line of credit   (23,406)
Notes payable   (89,319)
Total purchase consideration   $5,044,127 

 

The intangibles consist of capitalized software development costs, patents and customer lists and are being trademarks amortized over a 5-year period from the date of acquisition. For the period ended May 31, 2021, the Company recorded amortization expense of $39,708. We performed an analysis of the intellectual property acquired from SA. This analysis involved a net present value (“NPV”) calculation over the current 5-year projections for the intellectual property. Based on our analysis, no impairment is required as of May 31, 2021.

 

Estimated future amortization of the intangible assets are as follows:

 

 2022   $1,055,981 
 2023    1,055,981 
 2024    1,055,981 
 2025    1,055,981 
 2026    878,076 
     $5,102,000 

 

From the date of acquisition through May 31, 2021, SA generated $0 net sales, incurred approximately $89,000 of operating expenses, including $79,272 of amortization, and a net loss of approximately $89,000.

 

The following table presents the unaudited pro forma consolidated statements of operations for the year ended May 31, 2021:

 

   LFER  SA  Proforma Combined
          
Sales, net  $36,028   $38,300   $74,328 
Cost of goods sold   25,335    5,714    31,048 
Gross profit   10,693    32,586    43,280 
                
Operating expenses   611,297    1,218,609    1,829,906 
                
Net loss before other expenses   (600,604)   (1,186,022)   (1,786,626))
                
Other expenses, net   (745,374)   (3,963)   (749,337))
                
Net loss from continuing operations  $(1,345,978)  $(1,189,986)  $(2,535,964)

 

F-16

 The following table presents the unaudited pro forma consolidated statements of operations for the year ended May 31, 2020:

 

   LFER  SA  Proforma Combined
          
Sales, net  $64,407   $63,415   $127,822 
Cost of goods sold   166,681    31,679    198,360 
Gross profit   (102,274)   31,736    (70,538)
                
Operating expenses   2,618,373    1,193,797    3,812,170 
                
Net loss before other expenses   (2,720,647)   (1,162,061)   (3,882,708))
                
Other expenses, net   (417,937)   (5,679)   (423,616))
                
Net loss from continuing operations  $(3,138,584)  $(1,167,740)  $(4,306,324)

 

 

Note 6 – ESD DISCONTINUED OPERATIONS

 

On June 21, 2019 the Company shut down the ESD operation to further concentrate its efforts and available resources on its core brands and any additional brands it acquires. On November 4, 2019, ESD filed for Chapter 7 bankruptcy protection. On December 11, 2019, the Company received a final decree from the United States Bankruptcy Court that a Chapter 7 bankruptcy estate for ESD had been fully administered. As a result, the Company discharged approximately $851,000 in accounts payable and accrued expenses and recorded a gain on the disposal of discontinued subsidiary in the amount of $894,000 during the year ended May 31, 2020.

 

Accordingly, the results of operations for ESD have been reclassed to discontinued operations for the year ended May 31, 2020. The Company recognized a loss from discontinued operations of $80,838 during the year ended May 31, 2020, related to the ESD operations.

 

Below are the results from discontinued operations for the year ended May 31, 2021 and 2020:

 

   For the year ended May 31,  For the year ended May 31,
   2021  2020
Sales, net  $0   $5,911 
Cost of goods sold   0    16,303 
Gross profit   0)   (10,392)
Operating expenses   0    33,321 
Loss from operations   0)   (43,713)
Other expenses:          
Interest and finance costs   0)   (8,074)
Loss on sale of fixed assets   0)   (29,050)
Net loss  $0)  $(80,838)

 

  

The table below summarizes the net assets and liabilities of the discontinued operations of ESD that were discharged during the year ended May 31, 2020.
    
Liabilities     
Accounts payable and accrued expenses  $851,481 
Lines of credit   42,034 
Total Liabilities  $893,515 

 

 

 

 
F-17

 

 

 

Note 7 – JCG ACQUISITION

 

To support the company’s strategic initiatives, the Company acquired JCG and the JCG brands.

 

Effective August 2, 2018, the Company entered into an agreement (the “JCG Agreement”) to acquire all of the outstanding stock of JCG in exchange for 327,293 shares of the Company’s restricted common stock valued at $1.95 per share for a total value of approximately $638,000. If these shares are trading below $1.50 after August 2, 2019, the Company would be required to issue additional shares so that the value of the 327,293 shares plus these additional shares, with a floor price of $1.00, will be equal to $900,000. On August 2, 2019, the 12-month anniversary of the acquisition of JCG the Company determined that the Company’s stock price closed below the contractual floor for remeasurement of the purchase consideration and additional consideration was due to the sellers. As of May 31,2019, the Company accrued approximately $383,000 to reflect the fair value of the contingent consideration related to the acquisition. During the years ended May 31, 2021, and 2020, respectively, The Company recorded a charge in the statement of operations for a change in the fair value of the contingent liability of $357,955 and recorded a credit in the statement of operations for the change in the fair value of the contingent liability of $325,309, during the years ended May 31, 2021 and 2020, respectively. On July 15, 2021, the Company issued 572,727 contingent shares valued at $0.11 per share.

 

The JCG Agreement also provides for the issuance of a warrant for 200,000 shares of common stock with a two-year term and an exercise price of $4.25 with a value of approximately $9,400. The warrants expired on August 2, 2020. The JCG Agreement also provides for an additional 218,182 shares of restricted common stock to be issued when the gross revenues of the JCG brands reach $900,000 in a twelve-month period. The JCG Agreement further provides for additional shares of restricted common stock, with a market value of $500,000 on the date of issuance, to be issued when the gross revenues of the JCG brands reach $3,000,000 in a twelve-month period, and again when the gross revenues of the JCG brands reach $5,000,000 in a twelve-month period. The JCG Agreement also provides for the issuance of the restricted common stock and warrants to the shareholders of JCG on a pro rata basis according to their respective percentage of ownership as of August 2, 2018. The restricted common stock may not be transferred, sold, gifted, assigned, pledged, or otherwise disposed of, directly or indirectly, for a period of twelve months (the “Lock-Up Period”). After the Lock-Up Period, the maximum shares that may be sold by each restricted common stockholder during any given one-day period shall be 5% of their total holdings or no more than 20% of the average trading volume of the preceding 30 days, whichever is less. The Company has determined the value of the contingent shares and warrants, in excess of the initial 327,293 shares, to be approximately $722,000, for a total purchase price value of approximately $1,360,000.

 

The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition:

 

Issuance of 327,293 shares of common stock with an estimated fair value of $1.95 per share  $638,182 
Contingent consideration for additional shares (included in additional paid-in capital)   684,641 
Warrants to purchase additional shares   37,177 
Total purchase consideration  $1,360,000 

 

Cash  $265 
Accounts receivable   167,700 
Inventory   72,035 
Accounts payable   (65,000)
Intangibles - Trademarks and copyrights   1,185,000 
Total consideration  $1,360,000 

 

The intangibles relate to trademarks and copyrights acquired in the JC acquisition and are being amortized over a 5-year period. During the years ended May 31, 2021 and 2020 the Company recorded amortization expense of $92,000 and $0, respectively, related to the JC intangibles. The Company recorded an impairment charge of $725,000 against the intangibles recorded related to the acquisition of JCG during the year ended May 31, 2019, and recorded an impairment charge of $299,000 during the year ended May 31, 2020. The balance of the intangibles related to the JC acquisition as of May 31, 2021 and 2020 was $0.

 

F-18
 
 

Note 8 – DISCONTINUED OPERATIONS

 

During the year ended May 31, 2021, the Company discontinued the wholesale beverage distribution operations, and the Company announced its intention divest away from its business as a Consumer-Packaged Goods (“CPG”) Company. Accordingly, the Company’s results of operations for the year ended May 31, 2020, reflect a charge in the aggregate amount of $786,436,

 

The following table details of the Company’s discontinued operations for the years ended May 31, 2021, and 2020:

 

   2021  2020
 LFER   $25,135      
 ESD    —     $80,838 
 VK    —      241,214 
 JCG    —      464,384 
     $25,135   $786,436 

 

Note 9 – INTANGIBLE ASSETS

 

Intangible assets as of May 31, 2021 and 2020 were as follows:

 

   May 31, 2021  May 31, 2020
Intangible assets:      
Intangible assets to be amortized:          
Brand recognition, business relationships and customer lists  $—     $1,185,000 
Software development, patents, business relationships and customer lists acquired from SA   5,181,272      
           
Less: accumulated amortization:          
Intangible assets to be amortized:          
Brand recognition, business relationships and customer lists   —      161,000 
Software development, patents, business relationships and customer lists acquired from SA   79,272      
           
Less: Impairment   —      1,024,000 
           
Net book value at the end of period  $5,102,000   $—   

  

The Company amortizes its intangible assets using the straight-line method over a 5 year period. The Company reviews its intangible assets when there are indications of performance issues. During year ended May 31, 2020, the JCG brands did not perform at the level we anticipated, and sales milestones were not achieved. The Company did not have the resources to support the brand during year ended May 31, 2020 and this had a direct impact on its performance. Based on this review and analysis, the Company recorded an impairment charge of $299,000 against the intangibles recorded related to the acquisition of JCG during the year ended May 31, 2020.

 

Amortization expense for the years ended May 31, 2021 and 2020 was $79,272 and $92,000, respectively. 

  

Note 10 - GOODWILL

 

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired from VK. The changes in the carrying amount of goodwill for the years ended May 31, 2021 and 2020 were as follows:

 

  

May 31,

2021

 

May 31,

2020

       
Balance – beginning  $—     $195,000 
Less-impairment  $—     $195,000 
           
Balance – end  $—     $—   

 

Goodwill resulting from the business acquisitions had been allocated to the financial records of the acquired entity. The Company did not have the resources to support the brand during years ended May 31, 2021 and 2020 and this had a direct impact on its performance. Based on this review and analysis, the Company recorded an impairment charge of $195,000 during the year ended May 31, 2020.

 

 
F-19
 
 

Note 11 – NOTES PAYABLE – RELATED PARTIES

 

On January 23, 2019, ESD issued a demand note in the amount of $10,000 to a related party. The note is unsecured, bears interest at an annual rate of 20% and had an original maturity date of March 1, 2019. On March 12, 2019, the obligations due under the terms of the note were assigned to the Company. The maturity date on the note had been extended to March 1, 2020. During years ended May 31, 2021 and 2020, the Company recorded interest expense of $2,000 and $2,000, respectively, and accrued interest on the note at May 31, 2020 amounted to $4,707.

 

On January 28, 2020, the Company issued a demand note in the amount of $8,200 to a related party. The note is unsecured, bears interest at an annual rate of 20% and has maturity date of January 28, 2021. During the years ended May 31, 2021 and 2020, the Company recorded interest expense of $1,640 and $557, respectively.

 

Prior to ESD’s bankruptcy declaration, ESD became indebted to certain creditors in the total amount of $45,169 which indebtedness was personally guaranteed by Fernando Leonzo, the Company’s CEO. The debt was not protected under the ESD bankruptcy. On February 20, 2020, the Company and Fernando Leonzo entered into an agreement under which Fernando Leonzo would discharge the indebtedness personally and directly and the Company would pay Fernando Leonzo, $3,000 per month beginning February 2020 until such time that the indebtedness is fully discharged. Interest will accrue at an annual rate of 5% on any monthly payments not made by the 21st of the month. As of May 31, 2021, the Company paid a total of $14,300 to Fernando Leonzo in accordance with this agreement. During the years ended May 31, 2021 and 2020, the Company recorded interest expense of $1,991 and $527, respectively.

 

The following table summarizes the Company’s Note Payable – Related Parties as of May 31, 2021:

 

Issue Date  Maturity Date  Interest Rate  Original Amount  Accumulated Payments as of May 31, 2021  Accumulated Accrued interest as of May 31, 2021  Balance         May 31, 2021
                   
1/23/2019  3/1/2020   20%  $10,000   $—     $4,707   $14,707 
                             
1/28/2020  1/28/2021   20%  $8,200   $—     $2,197   $10,397 
                             
2/20/2020  2/19/2021   5%  $45,169   $14,300   $2,518   $33,387 
                             
                          $58,491 
                             

 

  

 

The following table summarizes the Company’s Note Payable – Related Parties as of May 31, 2020:

 

Issue Date  Maturity Date  Interest Rate  Original Amount  Accumulated Payments as of May 31, 2020  Accumulated Accrued interest as of May 31, 2020  Balance May 31, 2020
                   
1/23/2019  3/1/2020   20.0%  $10,000   $—     $2,707   $12,707 
                             
1/28/2020  1/28/2021   20.0%  $8,200   $—     $557   $8,757 
                             
2/20/2020  2/19/2021   5.0%  $45,169   $5,300   $527   $40,396 
                             
                 Total        $61,860 

 

 
F-20
 
 

  

 

Note 12 – NOTES PAYABLE

 

On September 15, 2020, the Company issued a Note in the principal amount of $30,000 which had a maturity date of December 15, 2020. The Note was note repaid by the maturity date and thus bears interest at an annual rate of 6% from the date of maturity. During years ended May 31, 2021 and 2020, the Company recorded interest expense of $528 and $0, respectively.

 

As part of the SA Acquisition, the Company has the following loans outstanding:

 

   Date of note  Amount  Maturity date  Annual interest Rate  Interest exp 5/11-5/31/21
PayPal Loan   04/22/21   $50,000   04/22/22   6.9%  $253 
SBA PPP Loan   5/2/2021    12,937   05/02/26   1.0%  $—   
SBA PPP Loan   4/16/2020    3,500   None   Waived     Waived  
SBA EIDL Loan   10/6/2020    11,500   10/06/50   3.75%  $—   
Short Term Loan        10,094   Demand   0.0%  $—   
Total       $88,031           $253 

 

The Company has applied for forgiveness from the SBA for the outstanding PPP loans. The aggregate balance of the Company’s notes outstanding as of May 31, 2021, and 2020 was $118,031 and $0, respectively.

 

As of May 31, 2021, future principal payments of the notes payable were approximately as follows:

 

For the twelve months ending May 31,

2022 $ 60,094

 

Note 13– CONVERTIBLE NOTES PAYABLE

The following table summarizes the Company’s convertible notes payable as of May 31, 2021 and May 31, 2020:

 

   31-May-21  May 31, 2020
   Unamortized deferred finance costs and original issue discount  Principal  Net  Unamortized deferred finance costs and original issue discount  Principal  Net
2017 NPA Notes   —      737,500    737,500    —      737,500    737,500 
The 2nd Note Offering   —      280,000    280,000    —      355,000    355,000 
2021 Note Issuances   29,633    77,000    47,367                
2020 Note Issuances   —      385,500    385,500    83,277    504,300    421,023 
2019 Note Issuances   —      482,597    482,597    16,406    667,381    650,975 
                               
   $29,633   $1,962,597   $1,932,964   $99,683   $2,264,181   $2,164,498 

  

As of May 31, 2021, 15 convertible notes with principal amounts aggregating $1,885,597 have passed their maturity date, of which, one convertible note with a principal of $100,000 is in default as the holder has submitted a request for payment and declared in default by the note holder.

F-21
 
 

The 2017 NPA Note

On September 25, 2017, the Company entered into a note purchase agreement (“NPA”), pursuant to which the Company issued a 7% secured promissory note (“SPN”) in the principal amount of $650,000 (the “650K Note”), which had an original maturity date of March 25, 2019. As additional consideration for the issuance of the SPN, the Company issued 300,000 restricted shares of the Company’s common stock at $1.00 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.

On November 3, 2017, the NPA was amended and an additional 7% SPN was issued to the purchaser in the principal amount of $175,000 (the “$175K Note”), which had an original maturity date of May 3, 2019. As additional consideration for the issuance of the $175K Note, the Company issued 160,000 restricted shares of the Company’s common stock at $2.10 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.

Both SPN’s are secured by a continuing security interest in substantially all assets of the Company. Under the terms of the NPA, the Company was required to pay a consulting fee of $65,000 to the purchaser. In November 2017, the purchaser agreed to and accepted from the Company, 86,667 shares of the Company’s common stock, which shares were issued at $2.00 per share, in lieu of payment of the consulting fee, which was recorded by the Company as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN’s.

On January 26, 2018, the Company entered into an NPA, pursuant to which the Company issued a Note in the amount of $125,000 (the “Note Purchase”). The Note bears interest at 7% per annum and had an original maturity date of January 26, 2019. In connection with the NPA, the Company and the Purchaser also entered into a Side Letter, pursuant to which, as additional consideration for the NPA, the Company agreed to (i) pay to the Purchaser, the first $125,000 in cash proceeds received by the Company in connection with a NPA from third parties unaffiliated with the Purchaser (the “Cash Payment”) shall be used to reduce the amount due to the Purchaser under the $175K Note, and (ii), with certain exceptions, not issue any shares of common stock or other securities convertible into shares of common stock unless and until the Cash Payment has been made in full. In January 2019, the $125,000 note which was issued on January 26, 2018 plus accrued and unpaid interest amounting to $8,654 was converted into 178,205 shares of the Company’s common stock at $0.75 per share. As of May 31, 2021, and May 31, 2020, the outstanding balance was $0, respectively.

As further consideration for the Note Purchase, the Company entered into an agreement to amend certain SPN’s (the “Note Amendment”), pursuant to which the $175K Note and the $650K Note (together, the “Old Notes”) were amended to provide the Purchaser with the ability to convert the principal amount of such Old Notes, together with accrued interest thereon, into shares of the Company’s common stock (the “Conversion Shares”). Pursuant to the Note Amendment, the conversion price shall be equal to $1.50, subject to adjustments as set forth in the Note Amendment, and the number of Conversion Shares issuable upon conversion of the Old Notes shall be equal to the outstanding principal amount and accrued but unpaid interest due under the terms of the Old Notes to be converted, divided by the Conversion Price. The Note Amendment was treated as an extinguishment of the old notes and an issuance of new notes (the “New Notes”).

As a result of this transaction, the Company expensed the unamortized deferred financing costs of $557,462 as of the date of the extinguishment and recorded deferred financing costs on the New Notes, and the $125,000 note purchase, of $538,335, which has been fully amortized as of May 31, 2020.

In July 2018, the Company (i) issued 100,000 common shares to note holder at a conversion price of $0.875 per share, to cancel $87,500 of principal amount due by the Company regarding the $175K Note; (ii) issued 60,000 shares at $0.875 per share to the note holder representing 20,000 shares per month penalty for the 3 month period from February 2018 through April 2018; (iii) paid the note holder an aggregate of $19,250 representing 4 months of accrued interest due by the Company from January 2018 through April 30, 2018 regarding the $650K and the $175K Notes; and, (iv) shall issue 39,333 shares to the note holder representing the remainder of interest due through December 31, 2018, representing $4,302 per month due on the total principal amount due of $737,500. As a result of this transaction, the Company recorded finance costs of $151,250 during the year ended May 31, 2019.

The Company recorded interest expense of $51,625 and $51,625 during years ended May 31, 2021 and 2020, respectively, on the 2017 NPA Notes. The total amount of accrued and unpaid interest expense on the 2017 NPA Notes as of May 31, 2021 and May 31, 2020 was $159,260 and 107,635, respectively. As of May 31, 2021, and May 31, 2020, the outstanding balance was $737,500 and 737,500, respectively.

F-22
 
 

 

The Second Note offering

In May 2018, the Company offered an NPA, in the aggregate amount of up to $500,000 (the “2nd Note Offering”) and, as of February 28, 2021, issued secured convertible promissory notes to eighteen (18) investors under the terms of the 2nd Note Offering in the aggregate amount of $830,000.

Notes issued under the 2nd Note Offering shall mature one year from the date of issuance (the “Maturity Date”), shall accrue interest at the simple rate of 7% per annum, and are convertible, at the holder’s option, prior to the Maturity Date into that number of shares of the Company’s common stock, equal to the lower of (i) $1.50 per share of common stock, or (ii) that number of shares of common stock equal to the average closing price of the Company’s common stock as reported on the OTC Markets for the preceding 30 trading days prior to the date of conversion, multiplied by 0.65 (the “Conversion Price”); provided, however, in the event the Conversion Price is calculated based on (ii) above, the Conversion Price shall not be lower than $1.00 per share of common stock. All amounts due under the terms of the Notes shall be secured by a continuing security interest in substantially all of the assets of the Company. As additional consideration for the issuance of the notes issued under the 2nd Note Offering, the Company issued one (1) restricted share of the Company’s common stock to each note holder for each $1 invested, which was recorded as deferred finance cost.

On September 12, 2019 the Company was served with a summons from the Supreme Court of the State of New York to answer a complaint filed by the Gankaku Living Trust (“Gankaku”) (Gankaku Living Trust v. Life on Earth Inc., Supreme Court of New York, No.655189/2019) claiming a breach of contract and default upon the Note. The Note was issued to the Gankaku Living Trust (“Gankaku”) by the Company on May 24, 2018 with an original maturity date of May 24, 2019. This maturity date of this note was extended on May 24, 2019 until June 24, 2019. The Company paid the outstanding interest on the note of $7,000 as part of this extension. On June 25, 2019, Gankaku’s legal counsel sent a demand letter to the Company requesting payment in full. Under the terms of the convertible note, the Company had 10 business days to pay the outstanding balance or the note would be in default. Under the terms of the note, upon default, the Holder shall be issued the number of common stock equal to the outstanding balance multiplied by 125%, divided by the average price, as defined. On July 17, 2019 the Gankaku’s counsel sent the Company’s counsel an official notice of default for the note and demanded the immediate issuance of Common Stock per the convertible note agreement and also demanded that the Company make all of its assets available to the Gankaku Living Trust as collateral. The Company retained counsel to represent it in this case. On July 1, 2020, the Court granted Gankaku’s Motion for Summary Judgment (the July 1, 2020 Order) in the amount of $100,000, with 7% interest per annum from June 24, 2019, $722 of court costs, and $8,040 of attorney fees (the “Judgment Amount”), and that the Company shall pay the Judgment Amount by issuing Gankaku the Company’s Common Stock equivalent to said amount as provided for in Section 5 of the Note. The Company then moved to vacate the Court’s July 1, 2020 Order, which the Court denied on November 17, 2020. The Court issued a declaratory judgment requiring the Company to pay the Judgment Amount by issuing its Common Stock Shares to Gankaku as had been provided in the July 1, 2020 Order. On February 3, 2021, the Company filed an appeal from the Court’s Order denying the Motion to Vacate the July 1, 2020 Order, which the Court has not yet ruled upon.

 

Effective as of June 17, 2021, we settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019 claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount.  The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims. As a result of this settlement, the Company paid Gankaku $100,000 of principal and $21,976 of accrued interest.

During the year ended May 31, 2021, two (2) investors converted $75,000 of notes into 3,125,000 shares of the Company’s common stock at $0.024 per share and each investor irrevocably waived the accrued interest totally $7,451, which was recorded as a credit to interest and finance costs in the statement of operation for the year ended May 31, 2021.

The Company recorded interest expense of $23,650 and $26,150 for the years ended May 31, 2021, and 2020, respectively. The total amount of accrued and unpaid interest expense on the 2nd Note Offering as of May 31, 2020 was $62,668 and $46,469, respectively. As of May 31, 2021 and 2020 the outstanding balance of the 2nd Note was $280,000 and $355,000, respectively.

F-23
 
 

The 2021 Notes

On March 19, 2021, the Company issued three (3) convertible Notes to three (3) investors. The aggregate principal amount of the Notes is $77,000, which includes an original issue discount (“OID”) amount that totals $7,000. The OID was recorded as a finance cost on the date the Note were issued.

The 2021 Notes bear interest at an annual rate of 8% and each has a maturity date of December 19, 2021. As consideration for the 2021 Notes, the Company issued 450,000 shares of the Company’s common stock at prices ranging from $0.84-$0.85 per share. As a result of this transaction the Company recorded deferred finance costs of $38,100 during the year ended May 31, 2021, which is being amortized over the life of the note. The Company recorded amortization expense of $8,467 during the year ended May 31, 2021. As of May 31, 2021, and 2020 the amount of unamortized capitalized finance costs amounted to $29633 and $0, respectively. As of May 31, 2021, and 2020 the outstanding balance of the 2021 Notes was $77,000 and $0, respectively.

The 2020 Notes

On September 10, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $110,000 which matures on September 9, 2020. The note bears interest at an annual rate of 10% and is due on maturity. The note was issued with a 10% original issue discount. On or after the maturity date, the note may be converted into the Company’s common stock at a conversion price equal to $0.75 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). Upon the occurrence of any Event of Default, as defined by the note, then the conversion price shall be reduced to a price of $0.60 per share or 56% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days, whichever is lower. As additional consideration for the funding of the note, the Company has issued an aggregate of 33,000 restricted shares of the Company’s common stock as of the date of the note at $0.54 per share. As a result of this transaction, the Company recorded deferred finance costs totaling $28,820, which is being amortized over the life of the note. The Company recorded $10.808 and $18,012 of Amortization expense during the years ended May 31, 2021, and 2020, respectively. The Company received a notice of default and breach of contract notice from the Note Holder. The default annual interest rate is 20%. The Company recorded interest expense of $23,899 and $7,956 during the years ended May 31, 2021, and 2020, respectively. As of May 31, 2021, and 2020, the outstanding balance of the Note was $110,000 and $110,000, respectively.

On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”) filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019 Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties. Prior to the Complaint, the Company attempted to negotiate a settlement with L&H. The Company will answer the Complaint and attempt to negotiate a settlement with L&H but cannot assure the outcome of any attempted settlement, or the litigation.

F-24
 
 

 

On September 23, 2019, the Company issued a 10% Convertible Redeemable Note, in the principal amount of $287,500 which matures on September 23, 2020. The note bears interest at an annual rate of 10% and is due on maturity but may be paid during the term of the note in Company common stock. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 60% of average of 2 lowest closing days with 15-day lookback, based on conversion notice date. The proceeds of the note were reduced by $37,500 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $122,174 and a deferred finance cost totaling $159,674, which is being amortized over the life of the note. During the years ended May 31, 2021, and 2020, the Company recorded amortization of the deferred finance cost of $59,879 and $99,795, respectively. Also, the Company recorded credit changes in the fair value of the derivative liability of $1,070 and $10,516 during the years ended May 31, 2021 and 2020, respectively. The Company recorded interest expense of $26,713 and $19,765 during the years ended May 31, 2021 and 2020, respectively. On May 28, 2020, the note holder converted $6,500 of principal and $438 of accrued interest into 564,072 shares of the Company’s common stock at $0.0123 per share, and, on June 15, 2020, the note holder converted $5,500 of principal into 666,590 shares of the Company’s common stock at $0.0103 per share. As of May 31, 2021, and May 31, 2020, the outstanding balance was $275,500 and $281,000, respectively.

On July 19, 2021, The Company and the note holder agreed to settle the outstanding balance of the 10% Convertible Redeemable Note whereby the note holder converted $213,878 of the note at the note’s applicable conversion price (10%) into 2,138,775 shares of the Company’s common stock and the remaining balance of the note ($111,665) was satisfied via the Company’s cash payment of $45,331 to be paid upon the closing of the borrower’s Series C Preferred financing and the Company issued the note holder, 66,333 shares of the Company’s Series C Preferred Shares.

On October 25, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $68,000 which matures on October 25, 2020. Under the terms of the Note, in the event of a default, the principal amount of the note shall increase by 150%. Because the Company failed to timely deliver shares of its common stock to the Note Holder upon receipt of the Note Holder’s notice of exercise of conversion, the note was placed in default. As a result, the Company recorded a finance expense of $34,000 during the year ended May 31, 2020. The note bears interest at an annual rate of 10% and is due on maturity. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 65% of average of 2 lowest closing days with a 15-day lookback based on the conversion notice date. The proceeds of the note were reduced by $7,760 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $25,815 and deferred finance costs totaling $33,575, which is being amortized over the life of the note. During the year ended May 31, 2020, the note holder converted $26,700 of principal into an aggregate of 2,438,112 shares of the Company’s common stock at conversion prices ranging from $0.0069-$0.0136 per share. During the years ended May 31, 2021, and 2020, the Company recorded amortization of deferred finance cost of $12,590 and $20,985, respectively. During the years ended May 31, 2021, and 2020, the Company recorded interest expense of $6,086 and $4,355, respectively. During the year ended May 31, 2021, the Company also recorded a credit in the statement of operations for the change in the fair value of the derivative liability of $27,420 and a charge in the statement of operations for the change in the fair value of the derivative liability of $1,605 during the year ended May 31, 2020. During the year ended May 31, 2021, the note holder converted $57,400 of principal into an aggregate of 5,407,042 shares of the Company’s common stock at conversion prices ranging from $0.0101-$0.0121 per share. On March 23, 2021, the Company and the note holder reached a settlement and, as of that date, The Company no longer owes the note holder any further consideration.

On March 5, 2020, the Company issued a Convertible Promissory Note, in the principal amount of $38,000 which matures on March 5, 2021. The note bears interest at an annual rate of 10% and is due on maturity. After 180 days of the issuance of the Note, the note may be converted into the Company’s common stock at a conversion price equal to 61% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last twenty (20) trading days immediately prior to but not including the conversion date. As a result of this transaction, the Company recorded a derivative liability of $7,637 during the year ended May 31, 2020. The Company recorded a credit in the amount of $7,637 as a change in the fair value of the derivative liability during the year ended May 31, 2021. The Company recorded interest expense of $3,071 and $895 during the years ended May 31, 2021, and 2020, respectively. On March 23, 2021, the Company and the note holder reached a settlement and, as of that date, the Company no longer owes the note holder any further consideration. As of May 31, 2021, and 2020, the outstanding balance was $0 and $38.000, respectively. On March 23, 2021, the Company and the note holder reached a settlement and, as of that date, The Company no longer owes the note holder any further consideration.

 

On March 23, 2021, the Company and the note holder of the Notes issued on October 25, 2019, and March 5, 2020 reached a settlement and, as of that date, agreed that the Debt Obligations shall be paid, as follows: (i) the Company shall pay note holder $70,000 and (ii) 700,000 Common Stock Shares of the Company, which were issued on March 23, 2021 at $0.109 per share. As a result of this transaction the Company recorded a finance expense of $90,400. The Company no longer owes the note holder any further consideration.

 

 

F-25
 
 

 

The 2019 Notes

On October 29, 2018, the Company issued a Secured Promissory Note (“SPN”), in the principal amount of $131,250 which had an original maturity date of November 15, 2019. The SPN does not bear interest. The SPN was issued with a 5% original issue discount. Under the terms of the Note, the Company shall repay the SPN note holder in 12 equal monthly installments of $10,938 beginning December 15, 2018. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 20,000 restricted shares of the Company’s common stock as of the date of the SPN at $1.60 per share and is obligated to issue an additional 20,000 shares, 180 days from the date of the SPN and an additional 20,000 shares, 270 days from the date of the SPN. As a result of this transaction, the Company recorded a deferred finance cost of $102,250, which is being amortized over the life of the SPN. On November 29, 2019, the maturity date of the note was extended to November 15, 2020. All other terms of the note remain the same. In consideration for the extension of the maturity date, the Company issued 131,250 shares of the Company’s restricted common stock, at $0.25 per share, the closing market price per share. As a result, the Company has recorded an additional deferred finance cost of $32,813. During the year ended May 31, 2021 and 2020, the Company recorded amortization of deferred finance costs of $16,406 and $58,516, respectively. As of May31, 31, 2021, the Company had not paid any of the monthly installments. As of May 31, 2021, the outstanding balance of the note was $131,250.

On February 27, 2019, the Company issued a Secured Note (“SN”), in the principal amount of $312,500 which had an original maturity date of February 27, 2020. The SN does not bear interest. The SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the SN note holder in 12 equal monthly installments of $26,042, beginning in March 2019. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the SN at $2.0495, and the Company recorded a charge to finance expense in the amount of $102,475. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, which has been fully amortized as of May 31, 2020.

On December 23, 2019, the Company and a Note Holder agreed to amend the Secured Note dated February 27, 2019 because of three amortization payment failures that have occurred since the original date of the Secured Note.

As a result of the amendment, (1) the Company shall issue 50,000 restricted common stock shares to the Note Holder; (2) Through January 31, 2020 (the “30 Day Period), the Note Holder will not issue any notices, demands, or otherwise or file any lawsuits regarding any alleged breach of the Secured Note or the SPA; (3) During the 30 Day Period, the Note Holder shall have the right to convert up to $39,063 (which amount equals the Monthly Principal Amortization Amount, as defined in the Secured Note times 1.5 (plus a conversion fee of $750 for each conversion amount) at a conversion price of $0.10 per share; (4) The Company shall bring the Note current during the 30 Day Period; (5) Should the Company fail to bring the Note current within the 30 Day Period, the Note Holder may elect to exercise its conversion rights for an additional 30 day period of between January 31, 2020 to February 28, 2020 (the “Second 30 Day Period”) as a follow on conversion after the 30 Day Period for the principal amount equal to or greater than $39,063, each such conversion of which shall reduce the principal amount then owed; and, (6) Should the Note Holder elect to proceed with the Second 30 Day Period, the Note Holder agrees to extend the Forbearance for the Second 30 Day Period. As of February 28, 2021, the 50,000 shares of restricted common stock have not been issued, and, the Note Holder has not exercised his conversion rights. In October 2020, the Company received notice from the Note Holder that, under the terms of the Note, the Note Holder is entitled to default principal and fees aggregating $111,422, which has been recorded as a finance expense during the year ended May 31, 2021. On May 20, 2021, the Company and the noteholder reached a settlement agreement whereby the Company agreed to pay the noteholder $24,000 and the noteholder would convert $260,000 of the principal and accrued interest of the note into 2,600,000 shares of the Company’s common stock. The shares were issued on June 2, 2021, and as of May 31, 2021, the Company has not paid the $24,000 due under the agreement. The outstanding balance of the note at May 31, 2021 was $122,980.

On March 21, 2019, the Company issued a 2nd Secured Note (“2-SN”), in the principal amount of $312,500 which had an original maturity date of March 21, 2020. The 2-SN does not bear interest. The 2-SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the 2-SN note holder in 12 equal monthly installments of $26,042 beginning in April 2019. As additional consideration for the funding of the S,N, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the 2-SN at $1.825, and, as a result of this transaction, the Company recorded a charge to finance expense in the amount of $91,250. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, all of which has been amortized as of May 31, 2020.

F-26
 
 

Since execution date of the 2-SN, the Company made two scheduled payments aggregating $52,083. On October 30, 2019, in order to avoid default under the note for any further missed payments, the Company and the 2-SN note holder have agreed to a series of amendments to the 2-SN which, (i) increase the principal due under the 2-SN by a total of $55,000, which has been recorded as a finance cost during the year ended February 28, 2021, (ii) the Company paid $28,000, and (iii) the Company shall repay the remaining unpaid principal due on the 2-SN note in 7 equal monthly installments of $41,059 beginning on November 30, 2019. As of February 28, 2021, the Company has not made an installment payment. The series of amendments to the 2-SN was treated as an extinguishment of the old 2-SN and an issuance of a new 2-SN. As a result of the extinguishment of the old 2-S, the Company has recorded an additional charge to finance expense in the amount of $19,121, during the year ended May 31, 2020, the amount of which represents the remaining balance of the unamortized 20% original issue discount as of October 30, 2019, the date of the most recent amendment.

On December 18, 2019, the Note Holder converted $20,000 of the outstanding debt into 307,692 shares of the Company’s common stock at $0.065 per share and the maturity date of the Note was extended to May 31, 2020. On March 20, 2020, the Note Holder converted $22,500 of the outstanding debt into 450,000 shares of the Company’s common stock at $0.05 per share, on May 28, 2020, the Note Holder converted $5,130 of the outstanding debt into 570,000 shares of the Company’s common stock at $0.009 per share, on June 15, 2020, the Note Holder converted $4,894 of the outstanding debt into 675,000 shares of the Company’s common stock at $0.0073 per share, and, on July 7, 2020, the Note Holder converted $6,525 of the outstanding debt into 900,000 shares of the Company’s common stock at $0.00725 per share. During the year ended May 31, 2021, the Company recorded interest expense of $37,164. As of May 31, 2021, the outstanding balance of the note was $228,368.

 

On May 16, 2019, the Company issued a Second Secured Promissory Note (“2-SPN”), in the principal amount of $75,000 which had an original maturity date of February 16, 2020. The 2-SPN bears interest at an annual rate of 7% and is due on maturity. As additional consideration for the funding of the 2-SPN, the Company has issued an aggregate of 7,500 restricted shares of the Company’s common stock as of the date of the 2-SPN at $2.00 per share and is obligated to issue an additional 7,500 shares, 180 days from the date of the 2-SPN and an additional 7,500 shares, at maturity. The Company recorded interest expense of $4,521 and 5,480 during the years ended May 31, 2021, and 2020. On March 25, 2021, the note holder converted $50,915 of principal and accrued interest into 1,000,000 shares of the Company’s common stock at $.05092 per share. On May 17, 2021, the note holder converted $34,086 of principal and accrued interest into 428,479 shares of the Company’s common stock at $.0795 per share. As of May 31, 2021 the outstanding balance of the note is $0.

As of May 31, 2021, future principal payments of the convertible notes payable were approximately as follows:

For the twelve months ending May 31,

2022 $ 1,962,597

 

 

 

F-27
 
 

 

 

 

 

Note 14 – LINES OF CREDIT

 

In April 2017, the Company entered into three credit lines with small business lenders that allows the Company to borrow up to $35,000 and bears interest at 94% per annum. The facilities require weekly payments of principal and interest. At May 31, 2021 the aggregate outstanding balance was $37,849, including two lines of credit acquired from Smart Axiom which had a combined outstanding balance of $22,515 as of May 31, 2021. As of May 31, 2020, the aggregate outstanding balance was $26,124.

 

Note 15 – CAPITAL STOCK

 

As of May 31, 2021, the authorized common stock of the Company was 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share. At May 31, 2021 and 2020, there were 1,200,000 shares of Series A preferred stock outstanding; 100,000 shares of shares of Series B preferred stock outstanding; and, 290,000 shares of Series C preferred stock outstanding. Pursuant to the SA acquisition agreement, 210,000 shares of the Company’s preferred D shares were issued in June 2021.

 

On November 11, 2019, the Board of Directors and a majority of the voting power approved a resolution to effectuate a 5:1 Reverse Stock Split. Under this Reverse Stock Split each 5 shares of our Common Stock were automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company issued an additional share to all holders of fractional shares. In addition, as discussed below, the Board of Directors and the holders of a majority of the voting power approved a resolution to effectuate an increase in authorized Shares of Common Stock from One Hundred million (100,000,000) to Two Hundred million (200,000,000) shares of common stock, $0.001 par value. The Company received approval from FINRA on March 25, 2020 an, on that date, the reverse stock split became effective

 

The number of authorized, issued and outstanding, and available shares of common shares as of March 25, 2020, immediately after the reverse stock split was approved by FINRA are disclosed in the table below:

 

    

Authorized Shares of

Common Stock

  

Number of Issued and

Outstanding Shares of

Common Stock

 

Number of Shares of

Common Stock Available

in Treasury for Issuance

            
As of March 25, 2020, Pre-Increase in Authorized and Reverse Stock Split   100,000,000 shares of Common Stock   46,937,678 shares of Common Stock  53,062,322 shares of Common Stock
            
As of March 25, 2020, Post- Increase in Authorized and Reverse Stock Split   200,000,000 shares of Common Stock   9,387,536 shares of Common Stock  190,612,464 shares of Common Stock

 

 

 

F-28

 

 
 

Preferred Stock

 

 

On April 22, 2020, the Company, pursuant to the provisions of Section 151 of the Delaware General Corporation Law, created a new Preferred Series class of shares designated as Series B out of the already 10 million shares of Preferred Stock authorized in the Company’s Certificate of Incorporation. The Company already, since its inception, had designated and issued a Class A Series of Preferred Stock consisting of one million two hundred thousand shares (1,200,000), $0.001 par value share. The new Series B Preferred are for a total of two hundred fifty thousand shares (250,000), $0.001 par value per share, to be designated as Series B Preferred Stock.

 

Series A Preferred Stock

 

The Series A Preferred Stock has the following rights and privileges:

 

Voting – One share of Series A Preferred Stock has the equivalent voting rights as 50 shares of common stock.

 

Series A Preferred Shares Outstanding: 

May 31,

2020

  

Shares

Outstanding

Fernando Oswaldo Leonzo   600,000 
Robert Gunther   300,000 
Jerry Gruenbaum   100,000 
John Romagosa   200,000 
Total   1,200,000 

 

The Series A Preferred Shares do not have liquidation preferences but have 50-1 preferred voting rights.

 

Series B Preferred Stock

 

Holders of Series B Preferred Shares have the following rights and privileges:

 

Voting - The Series B Preferred Shares shall have no voting rights.

 

Conversion - The holders of Series B Preferred Shares shall have the rights to convert their Series B Preferred Shares into Common Stock shares.

 

Dividends - The Company shall pay the holders of Series B Preferred Stock a 10% annual cash dividend paid quarterly.

 

The number of Preferred Series B shares outstanding as of May 31, 2021, were:
Holder  Number of Shares
J.Craig Holding Corp.   50,000 
Massoud Toghraie   25,000 
John Romagosa   25,000 
Total   100,000 

 

 
F-29

 

Series C Preferred Stock

 

The Company has designated 3,000,000 shares of Series C Preferred Stock, par value $0.001 per share. As of May 31, 2021

 

The Series C Preferred Stock does not have liquidation preferences. The Series C Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. The Company shall pay the holders of Series C Preferred Stock a 10% annual cash dividend paid quarterly., $290,000 of our Series C Preferred Stock are issued and outstanding.

 

The number of Preferred Series C shares outstanding as of May 31, 2021 were:
Holder  Number of Shares
Dr. Anshu Sharma, M.D.   150,000 
Mahmood Khan   50,000 
Rafael Collado   50,000 
Axon Capital Management, Inc.   20,000 
W. S. Gamble   20,000 
Total   290,000 

 

Series D Preferred Stock

 

We have designated 210,000 shares of Series D Preferred Stock, par value $0.001 per share. As of May 31, 2021, 210,000 shares of our Series D Preferred Stock are issued and outstanding.

 

The Series D Preferred Stock does not have liquidation preferences. The Series D Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. Each share of the Series D preferred stock converts into 10 shares of the Company’s common stock. The Series D Preferred Stock pays no dividend.  

 

The number of Preferred Series D shares outstanding as of May 31, 2021 were:
Holder  Number of Shares
Amit Biyana   128,822 
Twenty-two (22) minority shareholders of Smart Axiom, as a group   81,178 
Total   210,000 

 

Common Stock

 

Shares of common stock have the following rights and privileges:

 

Voting – The holder of each share of common stock is entitled to one vote per share held. The holders of common stock are entitled to elect members of the Board of Directors.

 

Dividends – Common stockholders are entitled to receive dividends, if, and when, dividends are declared by the Board of Directors. The Company has not declared dividends since inception.

 

 

   

F-30
 
 

Shares of common stock issued for services

 

The Company issues shares of common stock in exchange for financing and services provided by select individuals and or vendors. During the years ended May 31, 2021 and 2020 the Company issued 368,593 and 645,029 shares, respectively. Also, the Company cancelled 1,050,280 shares during the year ended May 31, 2020.

  

Warrants

 

Warrants outstanding

 

      2021     2020
      Weighted     Weighted
      Average     Average
   Warrants  Exercise price  Warrants  Exercise price
Outstanding   349,000   $4.25    349,000   $4.25 
Granted - JC acquisition   —           —        
Exercised   —           —        
Expired   200,000   $4.25    —        
Outstanding   149,000   $4.25    349,000   $4.25 
                     
Exercisable at year end   149,000   $4.25    349,000   $4.25 

 

Warrants     Strike
Underlying Shares  Expiration  Price
 80,000    September 30, 2021   $4.25 
 33,000    October 7, 2021   $4.25 
 6,000    September 20, 2021   $4.25 
 30,000    September 29, 2021   $4.25 
 149,000           

 

 

 

Note 16 - COMMITMENTS AND CONTINGENCIES

 

In connection with the acquisition of ESD, the Company assumed a lease for approximately 13,000 square feet of warehouse space located in Gilroy, California at a base rent of $5,248 per month. The lease terminates on June 30, 2021. In addition, the Company entered into an employment agreement with a general manager, for a period of one year at a cost of $58,000. The employment agreement expired in July 2017. During the year ended May 31, 2020, the Company shut down ESD’s operations. As part of this shut down, the Company and the landlord agreed to find a new tenant for the facility. The landlord has leased the property to a third party and the Company’s obligation under the lease ended effective August 1, 2019.

 

Rent expense for the years ended May 31, 2021 and 2020, respectively, totaled $1,736 and $2,487, respectively.

 

On November 20, 2019, a Complaint was filed with the Superior Court-Judicial District of New Haven by a former employee, naming the Company as Defendant. The Complaint claims that the Company owes the former employee back wages of $60,000 and unpaid expenses of $20,000, which were due to be paid to the former employee upon his termination from the Company on November 1, 2019, in accordance with an employment agreement dated November 18, 2018. The Company has responded that the employee was terminated for cause and, as such, no longer obligated under the terms of the employment agreement. As of August 17, 2020, the parties have not engaged in extensive discovery or any substantial motion practice and no trial date has been set. In addition to the back wages of $60,000, severance of $45,000 and unpaid expenses of $20,000, the Company has recorded legal expenses of $15,000 during the year ended May 31, 2020, as a result of receiving the Complaint.

 

  

F-31
 
 

On March 23, 2021, the Company and Redstart Holdings Corp (“Redstart”) settled litigation in connection with a complaint by Redstart in the Supreme Court of Nassau County, New York alleging events of default under the terms of 2 Convertible Notes of which Redstart was the Holder. In connection with settlement of the litigation, Redstart filed a motion to dismiss their complaint against the Company with prejudice, which settles all matters pertaining to the Redstart litigation and complaint. The Company no longer owes Redstart any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.

 

On March 16, 2021, we received a complaint filed by Anshu Sharma and Aditya Sharma against the Company and the Company's officers/directors in the County of Hennepin, Minnesota (District Court; Fourth Judicial District) in connection with our agreement regarding an investment by the Plaintiffs in our Preferred C Shares.  On March 29, 2021, we filed “Defendant’s Joint Motion to Dismiss” to dismiss the complaint.  The Company believes that there is no merit to the complaint and it intends to vigorously defend this matter.  

 

 

Note 17 - INCOME TAXES

 

The deferred tax attributes consist of the following:

   May 31, 2021  May 31, 2020
Net operating loss carryforward  $4,743,000   $4,356,000 
Stock based compensation   1,327,000    1,319,000 
Valuation allowance   (6,070,000)   (5,674,000)
Deferred tax asset, net  $—     $—   

 

 

For the year ended May 31, 2020, the valuation allowance increased by approximately $395,000.

 

On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act (“Act”) was signed into law. The Act enduringly reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate.

 

The deferred tax asset differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income taxes. The sources and tax effects of the differences are as follows:

 

Effective Income Tax Rate Reconciliation      
   2021  2020
Federal Rate   21%   21%
State Rate   6%   6%
Valuation Allowance   (27)%   (27)%
Effective income tax rate   0%   0%

 

As of May 31, 2021, the Company has net operating loss carryforwards of approximately $16,000,000 to reduce future federal and state taxable income.

 

The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examinations

 

 

F-32
 
 

 

 

Note 18 - RELATED PARTY TRANSACTIONS

 

In October 2013, the Company signed a distribution agreement with Gran Nevada Beverage, Inc. (“Gran Nevada”), an entity related through common management and ownership. During the years ended May 31, 2021 and 2020, the Company sales included $0 and $0 respectively, of the Gran Nevada products. The Gran Nevada products were produced by a third party copacker and were not purchased directly from Gran Nevada. The availability of third party copackers that can produce these products limited As there is currently limited co-packing available for this product the Company does not know if they will be able to produce this product again in the future.

 

Note 19 - SUBSEQUENT EVENTS

 

During the period June 1, 2021, through August 31, 2021, , the Company issued 16,875,668 shares of its common stock, valued at approximately $2,300,000, at prices ranging from $0.10 per share to $0.156 per share.

 

On June 9, 2021, The Company issued 13,000,000 common shares at $0.13 per share as part of the SA acquisition; July 20, 2021, the Company issued 2,138,775 common shares at $0.10 for debt conversion; on July 15, 2021, the Company issued 572,727 common shares at $0.11 per share as the JCG contingency shares; at various dates during the period June 1, 2021, through August 31, 2021, the Company issued 589,666 common shares at prices ranging from $0.11 to $0.16 per share as consideration shares for the sale of 254,500 shares of Series B Preferred stock, for which the Company received $254,500 in proceeds and issued 66,333 shares of Series B Preferred stock in exchange for a note payable; also, at various dates during the period June 1, 2021, through August 31, 2021, the Company issued 424,500 shares of common stock at prices ranging from $0.135 to $0.156 for consulting services.

 

 

 

 

 

 

 

 

F-33
 

 

 

 

 

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Financial Statement Schedules

 

The financial statements of Life On Earth, Inc. are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

 

Exhibits

 

The following Exhibits are being filed with this Annual Report on Form 10-K:

 

3.1 Articles of Incorporation filed April 15, 2013 (a)
3.2 Certificate of Designation (a)
3.3 By laws (a)
10.1 Distribution Agreement (a)
10.2 Share Exchange Agreement with Just Buns, Inc. dated October 30, 2015 (b)
10.3 Distribution Agreement with Just Buns, Inc. dated October 30, 2015 (b)
10.4 Stock Purchase and Sale Agreement dated March 24, 2016 with Greg Graham, Jose Castaneda and Sunny Sandhu (b)
10.5 Amendment Number One dated June 13, 2016 to Stock Purchase and Sale Agreement (b)
10.6 Senior Secured Revolving Credit Facility Agreement dated July 5, 2016 with TCA Global Credter Master Fund L.P. (b)
31.1 Certification of Chief Executive Officer pursuant to SEC Rules 13a-14a and 15d-14a adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2 Certification of Chief Financial Officer pursuant to SEC Rules 13a-14a and 15d-14a adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

__________ 

(*) Filed herewith

(a) Incorporated by reference to the Registrant’s Registration Statement on Form S-1/A filed October 15, 2013

(b) Incorporated by reference to the Registrant’s Reports in Form 8-K filed November 4, 2015 and July 8, 2016.

 

 
 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  LIFE ON EARTH, INC.  
     
Dated: September 3, 2021 By: /s/ Mahmood Alam Khan  
   

Mahmood Alam Khan

Chief Executive Officer and Board of Director

(Principal Executive Officer)

 

 

  

 

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Mahmood Alam Khan  

Chief Executive Officer and Board of Director 

(Principal Executive Officer)

  September 3, 2021
Mahmood Alam Khan        
         
/s/ Robert Gunther  

Chief Operating Officer, Secretary, Treasurer, Director 

(Principal Financial Officer and Principal Accounting Officer)

  September 3, 2021
Robert Gunther        
         
/s/ John Romagosa   President and Director   September 3, 2021
John Romagosa