Related Party Transactions	6 Months Ended
Jul. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 - Related Party Transactions WWS, Inc. Alfred D’Agostino, a director of the Company, is an affiliate of WWS, Inc. For the three months ended July 31, 2022 and 2021, the Company recorded $12,000 in commission expense from WWS, Inc. generated sales. For the six months ended July 31, 2022 and 2021, the Company recorded $24,000 in commission expense from WWS, Inc. generated sales. Promissory Note – Related Party Upon consummation of the acquisition of T&L, the Company executed a $3,000,000 promissory note with the sellers. The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half (3.5%) per annum. As of July 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest was $3,063,273 and $3,009,917, respectively. Interest expense related to this note was $27,237 and $53,356 for the three and six months ended July 31, 2022, respectively. As of July 31, 2022 and January 31, 2022, accrued interest was $63,273 and $9,917, respectively. Lease – Related Party The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L Acquisition Corp., a 100% owned subsidiary of the Company. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with rent of $20,200 per month through December 31, 2026, increasing after that date to $23,567 through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense pursuant to the lease for the three and six months ended July 31, 2022 was $65,608 and $131,216, respectively. Chef Inspirational Foods, Inc. As noted above in Note 1, the Company acquired a 24% minority interest in Chef Inspirational Foods, Inc. (“CIF”). During the three and six months ended July 31, 2022, T&L recorded sales of $5,388,611 and $11,058,976 with CIF, respectively, of which $1,010,343 was outstanding and included in accounts receivable on the accompanying condensed consolidated balance sheets at July 31, 2022. During the three and six months ended July 31, 2022, OB recorded commission expense of $72,206 and $147,557 based on its transactions with CIF, respectively, of which $55,792 was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets at July 31, 2022. Other Related Party Transactions During the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise price of $1.03 per share in exchange for 57,093 shares of common stock. During the three and six months ended July 31, 2021, six employees exercised 940,807 options with an average exercise price of $0.72 in exchange for 121,310 shares of common stock.

Related Party Transactions

6 Months Ended

Jul. 31, 2022

Note 6 - Related Party Transactions

WWS, Inc.

Alfred D’Agostino, a director of the Company, is an affiliate of WWS, Inc.

For the three months ended July 31, 2022 and 2021, the Company recorded $12,000 in commission expense from WWS, Inc. generated sales. For the six months ended July 31, 2022 and 2021, the Company recorded $24,000 in commission expense from WWS, Inc. generated sales.

Promissory Note – Related Party

Upon consummation of the acquisition of T&L, the Company executed a $3,000,000 promissory note with the sellers. The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half (3.5%) per annum. As of July 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest was $3,063,273 and $3,009,917, respectively. Interest expense related to this note was $27,237 and $53,356 for the three and six months ended July 31, 2022, respectively. As of July 31, 2022 and January 31, 2022, accrued interest was $63,273 and $9,917, respectively.

Lease – Related Party

The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L Acquisition Corp., a 100% owned subsidiary of the Company. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with rent of $20,200 per month through December 31, 2026, increasing after that date to $23,567 through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense pursuant to the lease for the three and six months ended July 31, 2022 was $65,608 and $131,216, respectively.

Chef Inspirational Foods, Inc.

As noted above in Note 1, the Company acquired a 24% minority interest in Chef Inspirational Foods, Inc. (“CIF”). During the three and six months ended July 31, 2022, T&L recorded sales of $5,388,611 and $11,058,976 with CIF, respectively, of which $1,010,343 was outstanding and included in accounts receivable on the accompanying condensed consolidated balance sheets at July 31, 2022. During the three and six months ended July 31, 2022, OB recorded commission expense of $72,206 and $147,557 based on its transactions with CIF, respectively, of which $55,792 was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets at July 31, 2022.

Other Related Party Transactions

During the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise price of $1.03 per share in exchange for 57,093 shares of common stock. During the three and six months ended July 31, 2021, six employees exercised 940,807 options with an average exercise price of $0.72 in exchange for 121,310 shares of common stock.