Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jul. 31, 2014 | Sep. 02, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'JAMMIN JAVA CORP. | ' |
Entity Central Index Key | '0001334586 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Jul-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 118,673,161 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2015 | ' |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (USD $) | Jul. 31, 2014 | Jan. 31, 2014 |
Current Assets: | ' | ' |
Cash | $1,147,404 | $857,122 |
Accounts receivable | 1,672,270 | 1,085,947 |
Notes receivable - related party | 2,724 | 2,724 |
Inventory | 45,468 | 354,932 |
Prepaid expenses | 128,946 | 1,163,914 |
Other current assets | 66,256 | 41,430 |
Total Current Assets | 3,063,068 | 3,506,069 |
Property and equipment, net | 416,156 | 440,194 |
License agreement | 632,667 | 657,001 |
Intangible assets | 45,030 | 47,525 |
Other assets | 23,566 | 15,716 |
Goodwill | 88,162 | 88,162 |
Total Assets | 4,268,649 | 4,754,667 |
Current Liabilities: | ' | ' |
Accounts payable | 751,400 | 1,181,510 |
Payable to Ironridge in common shares | 820,164 | 369,589 |
Accrued expenses | 419,657 | 123,856 |
Accrued royalty and other expenses - related party | 117,425 | 219,799 |
Notes payable | ' | 4,965 |
Total Current Liabilities | 2,108,646 | 1,899,719 |
Total Liabilities | 2,108,646 | 1,899,719 |
Stockholders' Equity: | ' | ' |
Common stock, $.001 par value, 5,112,861,525 shares authorized; 114,917,821 and 104,085,210 shares issued and outstanding, as of July 31, 2014 and January 31, 2014, respectively | 114,760 | 103,166 |
Additional paid-in-capital | 20,736,366 | 16,514,630 |
Accumulated deficit | -18,691,123 | -13,762,848 |
Total Stockholders' Equity | 2,160,003 | 2,854,948 |
Total Liabilities and Stockholders' Equity | $4,268,649 | $4,754,667 |
CONDENSED_BALANCE_SHEETS_Unaud1
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Jul. 31, 2014 | Jan. 31, 2014 |
CONDENSED BALANCE SHEETS [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 5,112,861,525 | 5,112,861,525 |
Common stock, shares issued | 114,917,821 | 104,085,210 |
Common stock, shares outstanding | 114,917,821 | 104,085,210 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | |
CONDENSED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
Revenue: | $2,078,746 | $1,634,570 | $4,219,783 | $2,595,931 |
Discounts and allowances | -344 | -29,132 | -20,260 | -173,444 |
Net revenue | 2,078,402 | 1,605,438 | 4,199,523 | 2,422,487 |
Cost of sales: | ' | ' | ' | ' |
Cost of sales products | 1,583,243 | 1,133,359 | 3,251,619 | 1,451,520 |
Total costs of sales | 1,583,243 | 1,133,359 | 3,251,619 | 1,451,520 |
Gross Profit | 495,159 | 472,079 | 947,904 | 970,967 |
Operating Expenses: | ' | ' | ' | ' |
Compensation and benefits | 1,047,086 | 411,996 | 2,179,234 | 687,153 |
Selling and marketing | 887,465 | 37,719 | 1,710,238 | 123,932 |
General and administrative | 760,046 | 416,946 | 1,540,646 | 868,748 |
Total operating expenses | 2,694,597 | 866,661 | 5,430,118 | 1,679,833 |
Other income (expense): | ' | ' | ' | ' |
Other income (expense) | -815,963 | -319,321 | -445,939 | -316,186 |
Interest expense | 315 | -1,176 | -122 | -108,674 |
Total other income (expense) | -815,648 | -320,497 | -446,061 | -424,860 |
Net Loss | ($3,015,086) | ($715,079) | ($4,928,275) | ($1,133,726) |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted loss per share | ($0.03) | ($0.01) | ($0.04) | ($0.01) |
Weighted average common shares outstanding - basic and diluted | 117,348,177 | 90,108,517 | 113,388,829 | 85,413,315 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 6 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($4,928,275) | ($1,133,726) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Common stock issued for services | 273,647 | 577,053 |
Share-based employee compensation | 1,090,094 | 423,132 |
Depreciation | 48,818 | 3,752 |
Amortization of license agreement | 26,829 | 24,333 |
Amortization of debt discount and deferred financing | ' | 43,490 |
Loss on settlement of liabilities | 820,164 | 436,207 |
Changes in: | ' | ' |
Accounts receivable | -586,323 | -1,213,444 |
Inventory | 309,464 | -2,982,303 |
Prepaid expenses and other current assets | 1,010,142 | -166,850 |
Other assets - long term | -7,850 | -15,716 |
Accounts payable | -430,110 | 4,792,493 |
Accrued expenses | 295,801 | 15,097 |
Accrued royalty and other expenses - related party | -102,374 | -2,724 |
Bank Overdraft | ' | -8,931 |
Derivative liability | ' | -120,006 |
Net cash provided by (used in) operating activities | -2,179,973 | 671,857 |
Cash Flows From Investing Activities: | ' | ' |
Purchases of property and equipment | -24,780 | -53,856 |
Investment in restricted cash | ' | 65,382 |
Net cash provided by (used in) investing activities | -24,780 | 11,526 |
Cash Flows From Financing Activities: | ' | ' |
Common stock and warrants issued for cash | 2,500,000 | 50,000 |
Repayment on notes payable - related party | ' | -11,825 |
Advances from related parties | ' | 2,371 |
Repayment on promissory note, net of financing costs | ' | -350,000 |
Repayment of notes payable | -4,965 | 36,132 |
Net cash provided by (used in) financing activities | 2,495,035 | -273,322 |
Net change in cash | 290,282 | 410,061 |
Cash at beginning of period | 857,122 | ' |
Cash at end of period | 1,147,404 | 410,061 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | ' | 54,103 |
Cash paid for income taxes | ' | ' |
Non-Cash Transactions: | ' | ' |
Financed insurance policy | ' | 12,414 |
Extinguishment of debt for stock | 369,589 | -4,681,217 |
Common stock issued for the purchase of inventory | ' | 2,982,303 |
Common stock issued for the prepaid expenses | ' | $75,914 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2014 | |
Basis of Presentation [Abstract] | ' |
Basis of Presentation | ' |
Note 1. Basis of Presentation | |
The accompanying unaudited interim financial statements of Jammin Java Corp. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company's Annual Report on Form 10-K have been omitted. The accompanying balance sheet at July 31, 2014 has been derived from the audited balance sheet at January 31, 2014 contained in such Form 10-K. | |
As used in this Quarterly Report, the terms "we," "us," "our," "Jammin Java" and the "Company" mean Jammin Java Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated. |
Business_Overview_and_Summary_
Business Overview and Summary of Accounting Policies | 6 Months Ended | |
Jul. 31, 2014 | ||
Business Overview and Summary of Accounting Policies [Abstract] | ' | |
Business Overview and Summary of Accounting Policies | ' | |
Note 2. Business Overview and Summary of Accounting Policies | ||
Jammin Java, doing business as Marley Coffee, is a United States (U.S.)-based company that provides sustainably grown, ethically farmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brand name. U.S. and international grocery retail channels have become the Company's largest revenue channels, followed by online retail, office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop these revenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marley name through the licensing of the Marley Coffee trademarks. | ||
Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation for comparative purposes. | ||
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. | ||
Fair Value. The Company has adopted a single definition of fair value, a framework for measuring fair value and expanded disclosures concerning fair value. In this valuation, the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and fair value is a market-based measurement and not an entity-specific measurement. | ||
The Company utilizes the following hierarchy in fair value measurements: | ||
· | Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |
· | Level 2 - Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | |
· | Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. | |
Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of July 31, 2014, the Company had $1,147,404 of cash and cash equivalents. Additionally, no interest income was recognized for the three and six months ended July 31, 2014, respectively. As of July 31, 2014, the Company held no auction rate securities. | ||
Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured. | ||
The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns. | ||
Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company's policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections. Accordingly, the Company has determined that no allowance for doubtful accounts was required at July 31, 2014. | ||
Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual cost, on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of July 31, 2014 the Company determined that no reserve was required. | ||
Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years. | ||
Depreciation was $26,181 and $48,818 for the three and six months ending July 31, 2014, respectively. Depreciation was $1,876 and 3,752 for the three and six months ending July 31, 2013, respectively. | ||
Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The license agreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (see Note 5). Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of long-lived assets including the license and determined that no impairment existed at July 31, 2014. | ||
Stock-Based Compensation. Pursuant to the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718-10, "Compensation - Stock Compensation," which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measurement of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. | ||
Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by considering historical stock volatility. | ||
Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | ||
Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three and six months ended July 31, 2014 and 2013, respectively. | ||
Recently Issued Accounting Pronouncements. Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements. |
Going_Concern_and_Liquidity
Going Concern and Liquidity | 6 Months Ended |
Jul. 31, 2014 | |
Going Concern And Liquidity [Abstract] | ' |
Going Concern and Liquidity | ' |
Note 3 - Going Concern and Liquidity | |
These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
The Company incurred a net loss of $3,015,086 and $4,928,275 for the three and six months ending July 31, 2014, and has an accumulated deficit since inception of $18,691,123. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. | |
The Company's ability to meet its obligations in the ordinary course of business is dependent upon its ability to sell its products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses, and obtain additional funds when needed. Management intends to increase sales by increasing the Company's product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships. | |
There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2014 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company's ability to continue as a going concern. |
Inventories
Inventories | 6 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Note 4 - Inventories | |||||||||
Inventories were comprised of: | |||||||||
July 31, | January 31, | ||||||||
2014 | 2014 | ||||||||
Finished Goods - Coffee | $ | 45,468 | $ | 354,932 | |||||
$ | 45,468 | $ | 354,932 |
Trademark_License_Agreements_a
Trademark License Agreements and Intangible Assets | 6 Months Ended | ||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||
Trademark License Agreements and Intangible Assets [Abstract] | ' | ||||||||||||||||
Trademark License Agreements and Intangible Assets | ' | ||||||||||||||||
Note 5 - Trademark License Agreements | |||||||||||||||||
July 31, | January 31, | ||||||||||||||||
2014 | 2014 | ||||||||||||||||
License Agreement | $ | 730,000 | $ | 730,000 | |||||||||||||
Intangible assets | 49,900 | 49,900 | |||||||||||||||
Accumulated amortization | (102,203 | ) | (75,374 | ) | |||||||||||||
Intangible assets, net | $ | 677,697 | $ | 704,526 | |||||||||||||
The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following: | |||||||||||||||||
Three Months Ended July 31, | Six Months Ended July 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
License Agreement | $ | (12,167 | ) | $ | (12,166 | ) | $ | (24,333 | ) | $ | (24,333 | ) | |||||
Intangible assets | (1,247 | ) | - | (2,496 | ) | - | |||||||||||
Total Intangible Amortization Expense | $ | (13,414 | ) | $ | (12,166 | ) | $ | (26,829 | ) | $ | (24,333 | ) | |||||
Years Ending July 31, | |||||||||||||||||
2015 | $ | 36,501 | |||||||||||||||
2016 | 49,915 | ||||||||||||||||
2017 | 49,915 | ||||||||||||||||
2018 | 49,915 | ||||||||||||||||
2019 | 49,915 | ||||||||||||||||
Thereafter | 441,536 | ||||||||||||||||
Total | $ | 677,697 |
Notes_Payable
Notes Payable | 6 Months Ended |
Jul. 31, 2014 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
Note 6 - Notes Payable | |
On July 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership ("TCA"), effective June 29, 2012 (the "Credit Agreement"). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2 million for working capital purposes, based on the amount of eligible accounts receivable the Company provided to secure the repayment of the amounts borrowed. | |
On July 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the "Revolving Note"), the repayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. The Revolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on July 18, 2013. | |
The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation (Ironridge) Transaction #1), described in Note 9, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company and cancelled in May 2013. See Note 9 for further details. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 7 - Related Party Transactions | |
Transactions with Marley Coffee Ltd. | |
During the six months ending July 31, 2014 and 2013, the Company made purchases of $234,122 and $296,840, respectively, from Marley Coffee Ltd. ("MC") a producer of Jamaican Blue Mountain coffee that the Company purchases in the normal course of its business. The Company directs these purchases to third-party roasters for fulfillment of sales orders. The Company's Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC. |
Stock_Options
Stock Options | 6 Months Ended | ||||||||||||
Jul. 31, 2014 | |||||||||||||
Stock Options [Abstract] | ' | ||||||||||||
Stock Options | ' | ||||||||||||
Note 8 - Stock Options | |||||||||||||
Share-based Compensation: | |||||||||||||
On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the "2012 Equity Compensation Plan"). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company's common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012 (amended October 17, 2013), the Company registered the shares of common stock issuable under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of July 31, 2014, 5,584,716 shares of common stock had been issued and options to purchase 5,250,000 shares of common stock had been granted under the 2012 Equity Compensation Plan. | |||||||||||||
Effective September 10, 2013, the Board of Directors approved and adopted the Company's 2013 Equity Incentive Plan (the "2013 Equity Compensation Plan"). The 2013 Equity Incentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the 2013 Equity Incentive Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Equity Incentive Plan. The 2013 Equity Compensation Plan provides that no more than 12 million shares of the Company's common stock may be issued pursuant to awards under the 2013 Equity Compensation Plan. On October 17, 2013, the Company registered the shares of common stock issuable under the 2013 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of July 31, 2014, options to purchase 7,860,000 shares of common stock had been issued under the 2013 Equity Compensation Plan. | |||||||||||||
During the three and six months ended July 31, 2014 the Company recognized share-based compensation expenses totaling $485,317 and $1,090,094, respectively. The remaining amount of unamortized stock option expense at July 31, 2014 was $2,756,296. | |||||||||||||
The intrinsic value of exercisable and outstanding options at July 31, 2014 and 2013 was $247,500 and $647,000, respectively. | |||||||||||||
Activity in stock options during the six month period ended July 31, 2014 and related balances outstanding as of that date are set forth below: | |||||||||||||
Number of | Weighted Average | Remaining Contract | |||||||||||
Shares | Exercise Price | Term (# years) | |||||||||||
Outstanding at February 1, 2014 | 17,260,000 | $ | 0.35 | ||||||||||
Granted | - | - | |||||||||||
Exercised | (50,000 | ) | (0.16 | ) | |||||||||
Forfeited and canceled | - | - | |||||||||||
Outstanding at July 31, 2014 | 17,210,000 | $ | 0.35 | 3.98 | |||||||||
Exercisable at July 31, 2014 | 6,416,666 | $ | 0.3 | 3.54 |
Settlement_of_Liabilities_with
Settlement of Liabilities with Ironridge | 6 Months Ended | ||
Jul. 31, 2014 | |||
Settlement Of Liabilities With Ironridge [Abstract] | ' | ||
Settlement of Liabilities with Ironridge | ' | ||
Note 9 - Settlement of Liabilities with Ironridge | |||
Ironridge Transaction #1 | |||
On March 6, 2013, pursuant to an order setting forth a stipulated settlement ("Order #1" and "Stipulation #1") issued by the Superior Court of the State of California for the County of Los Angeles - Central District (the "Court"), Ironridge Global IV, Ltd. ("Ironridge"), who had previously purchased a total of $1,017,744 in accounts payable and accrued expenses ("Claim #1") owed by us to various parties, was issued 7,000,000 shares of our common stock ("Initial Issuance #1") in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys' fees. | |||
The shares issued in Initial Issuance #1 were subject to adjustment as provided below: | |||
· | From the date of Stipulation #1 until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $10,000,000 ("Calculation Period #1"), Ironridge was to retain that number of shares of Common Stock of Initial Issuance #1 ("Final Amount #1") with an aggregate value equal to (a) $1,068,631 (105% of Claim Amount #1), plus reasonable attorney's fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #1 (which closing price was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #1, less $0.01 per share ("Share Price #1"). | ||
· | If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or a daily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge could request that the Company reserve and issue additional shares of Common Stock ("True Up Shares"), provided that no additional shares of common stock were requested. | ||
· | At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount #1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additional shares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation. | ||
The Stipulation #1 provided that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock. The Company also agreed pursuant to Stipulation #1 that (a) until at least one half of the total trading volume for Calculation Period #1 had traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #1 was approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #1 was approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP). | |||
The Calculation Period #1 was satisfied as of June 18, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge. The final number of shares owed was 5,353,512, resulting in 1,646,488 shares of the initial 7,000,000 shares issued being returned by Ironridge and cancelled by the Company in July 2013. | |||
For the six months ending July 31, 2014 and 2013, the Company, in connection with the above transaction, recorded a loss on extinguishment of debt in the amount of $450,141 and $340,398, respectively, which equaled the difference in the fair value of the shares issued to and the obligations assumed by Ironridge. | |||
Ironridge Transaction #2 | |||
On May 24, 2013, pursuant to an order setting forth a stipulated settlement ("Order #2" and "Stipulation #2") issued by the Court, Ironridge, who had previously purchased a total of an additional $1,278,058 in accounts payable and accrued expenses ("Claim #2") owed by us to various parties, was issued 5,000,000 shares of our common stock ("Initial Issuance #2") in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys' fees. | |||
The shares issued in Initial Issuance #2 are subject to adjustment as provided below: | |||
· | From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for the aggregate trading volume of the Common Stock to exceed $20,000,000 ("Calculation Period #2"), Ironridge will retain that number of shares of Common Stock of the Initial Issuance #2 ("Final Amount #2") with an aggregate value equal to (a) $1,278,058 (105% of Claim Amount #2), plus reasonable attorney's fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closing price was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #2, less $0.01 per share ("Share Price #2") and (b) the positive difference, if any, between (i) $1,019,390 divided by 80% of the average of the lowest five lowest volume weighted average prices during Calculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during the period from March 4, 2013 to May 24, 2013. | ||
· | If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge's account in electronic form and fully cleared for trading, Calculation Period #2 shall be extended by one trading day. | ||
· | At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation. | ||
Stipulation #2 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock. The Company also agreed pursuant to Stipulation #2 that (a) until at least one half of the total trading volume for Calculation Period #2 has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #2 is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #2 is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes. | |||
The Calculation Period #2 was satisfied as of September 12, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge. The final number of shares owed was 5,406,337, resulting in 406,337 additional shares being owed to Ironridge. | |||
No loss on extinguishment was recorded by the Company, in connection with the above transaction, for the six months ended July 31, 2014 and 2013. | |||
Ironridge Transaction #3 | |||
On July 26, 2013, pursuant to an order setting forth a stipulated settlement ("Order #3" and "Stipulation #3") issued by the Court, Ironridge, who had previously purchased an additional total of $2,499,372 in accounts payable and accrued expenses ("Claim #3") owed by us to various parties, was issued 5,000,000 shares of our common stock ("Initial Issuance #3") in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys' fees. | |||
The shares issued in Initial Issuance #3 are subject to adjustment as provided below: | |||
· | From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for the aggregate trading volume of the Common Stock to exceed $50,000,000 ("Calculation Period #3"), Ironridge will retain that number of shares of Common Stock of Initial Issuance #3 ("Final Amount #3") with an aggregate value equal to (a)(i) $2,624,340 (105% of Claim Amount #3), plus reasonable attorney's fees and expenses, (ii) divided by 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3 (which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positive difference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during Calculation Period #3, and (B) $1,358,299 divided by 80% of the average of the lowest five individual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii) the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of shares otherwise owed pursuant to the foregoing. | ||
· | If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge's account in electronic form and fully cleared for trading, Calculation Period #3 shall be extended by one trading day. | ||
· | At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation. | ||
Stipulation #3 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock and with regard to at least 5% of Final Amount #3, Ironridge shall not sell any shares of Common Stock issuable in connection with such amount until at least six months after entry of Order #3. We also agreed pursuant to Stipulation #3 that (a) until at least one half of the total trading volume for Calculation Period #3 has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our Common Stock; and (b) until at least thirty days from the date Order #3 is approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement. Until at least 180 days after the end of Calculation Period #3, (a) we agreed that we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for: (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind. | |||
Through July 31, 2014, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt in the amount of $1,818,810 which equaled the difference in the fair value of the shares issued and the obligations assumed by Ironridge. The Company further recorded an additional amount to current liabilities for the excess shares owed to Ironridge of $2,288,066. This liability was reduced by the issuance of 4,524,079 common shares to Ironridge in November 2013 and an additional 3,366,316 common shares to Ironridge on March 14, 2014. As of July 31, 2014 there was an estimated remaining liability of $820,164 for additional shares to be issued to Ironridge. This amount will be adjusted each period until Calculation Period #3 has ended and the true-up is completed. | |||
In August 2014, the Company issued Ironridge an additional 3,853,555 shares of common stock pursuant to the July 2013 Order and Stipulation. See Ironridge Transaction #3 above. | |||
Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the "Settlement") with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under Order #3 and Stipulation #3 in consideration for the issuance to Ironridge of 5,000,000 shares of common stock. As a result of the Settlement, no additional shares will be owed by the Company to Ironridge and the restrictions on the Company's ability to sell and issue additional shares of common stock (as described above) in connection with Order #3 and Stipulation #3 or otherwise were terminated. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||
Jul. 31, 2014 | |||
Commitments and Contingencies [Abstract] | ' | ||
Commitments and Contingencies | ' | ||
Note 10 - Commitments and Contingencies | |||
The Company's commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of a business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of its business. The Company is not involved in any litigation or legal proceedings as of July 31, 2014, which would be deemed material. | |||
On June 25, 2013, and effective August 1, 2013, the Company entered into a lease agreement for office space located at 4730 Tejon Street, Denver, Colorado 80211. The office space encompasses approximately 4,800 square feet. The lease has a term of 36 months expiring on July 31, 2016, provided that the Company has two additional three year options to renew the lease after the end of the initial term. Rent during the first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of the initial term of the agreement, described below), and rent during the second three year option period will be at a rental cost mutually agreed by the Company and the landlord. Rent due under the initial term of the agreement is as follows: | |||
· | $8,172 per month from August 1, 2014 to July 31, 2015; | ||
· | $8,499 per month from August 1, 2015 to July 31, 2016; and | ||
· | $8,839 per month from August 1, 2016 to July 31, 2017. | ||
Effective August 1, 2013, in connection with the Company's entry into the office space lease described above, the Company moved its principal place of business to Denver, Colorado. |
Concentration_of_sales_and_seg
Concentration of sales and segmented disclosure | 6 Months Ended |
Jul. 31, 2014 | |
Concentration of sales and segmented disclosure [Abstract] | ' |
Concentration of sales and segmented disclosure | ' |
Note 11 - Concentration of sales and segmented disclosure: | |
For the three months ended July 31, 2014, the majority of the Company's revenue was generated from various customers - two customers (who are distributors of our products) consisted of 50% of our revenues with no other customer contributing more than 10% of our total revenues in the period. The two customers with sales greater than 10% of revenues were: United Natural Foods Inc. (34%) and Mother Parker's Tea and Coffee (16%). | |
For the six months ended July 31, 2014, the majority of the Company's revenue was generated from various customers - two customers (who are distributors of our products) consisted of 48% of our revenues with no other customer contributing more than 10% of our total revenues in the period. The two customers with sales greater than 10% of revenues were: United Natural Foods Inc. (25%) and Mother Parker's Tea and Coffee (23%). | |
The Company recently added two revenue channels at the recent year ended January 31, 2014; Marley Coffee branded vending solutions and Marley Coffee branded Bike Cafes. These segments are not presently significant. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 12 - Subsequent Events | |
Management evaluated all subsequent events through the date that the financial statements were filed with the Securities and Exchange Commission, and concluded that no additional subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements, other than those disclosed in Note 9 above. |
Business_Overview_and_Summary_1
Business Overview and Summary of Accounting Policies (Policies) | 6 Months Ended | |
Jul. 31, 2014 | ||
Business Overview and Summary of Accounting Policies [Abstract] | ' | |
Reclassifications | ' | |
Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation for comparative purposes. | ||
Use of Estimates in Financial Statement Preparation | ' | |
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. | ||
Fair Value | ' | |
Fair Value. The Company has adopted a single definition of fair value, a framework for measuring fair value and expanded disclosures concerning fair value. In this valuation, the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and fair value is a market-based measurement and not an entity-specific measurement. | ||
The Company utilizes the following hierarchy in fair value measurements: | ||
· | Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |
· | Level 2 - Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | |
· | Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. | |
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of July 31, 2014, the Company had $1,147,404 of cash and cash equivalents. Additionally, no interest income was recognized for the three and six months ended July 31, 2014, respectively. As of July 31, 2014, the Company held no auction rate securities. | ||
Revenue Recognition | ' | |
Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured. | ||
The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns. | ||
Allowance for Doubtful Accounts | ' | |
Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company's policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections. Accordingly, the Company has determined that no allowance for doubtful accounts was required at July 31, 2014. | ||
Inventories | ' | |
Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual cost, on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of July 31, 2014 the Company determined that no reserve was required. | ||
Property and Equipment | ' | |
Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years. | ||
Depreciation was $26,181 and $48,818 for the three and six months ending July 31, 2014, respectively. Depreciation was $1,876 and 3,752 for the three and six months ending July 31, 2013, respectively. | ||
Impairment of Long-Lived Assets | ' | |
Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The license agreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (see Note 5). Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of long-lived assets including the license and determined that no impairment existed at July 31, 2014. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation. Pursuant to the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718-10, "Compensation - Stock Compensation," which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measurement of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. | ||
Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by considering historical stock volatility. | ||
Income Taxes | ' | |
Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | ||
Earnings or Loss Per Common Share | ' | |
Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three and six months ended July 31, 2014 and 2013, respectively. | ||
Recently Issued Accounting Pronouncements | ' | |
Recently Issued Accounting Pronouncements. Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements. |
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Jul. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Schedule of inventory | ' | ||||||||
Inventories were comprised of: | |||||||||
July 31, | January 31, | ||||||||
2014 | 2014 | ||||||||
Finished Goods - Coffee | $ | 45,468 | $ | 354,932 | |||||
$ | 45,468 | $ | 354,932 |
Trademark_License_Agreements_a1
Trademark License Agreements and Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||
Trademark License Agreements and Intangible Assets [Abstract] | ' | ||||||||||||||||
Schedule of license agreements | ' | ||||||||||||||||
July 31, | January 31, | ||||||||||||||||
2014 | 2014 | ||||||||||||||||
License Agreement | $ | 730,000 | $ | 730,000 | |||||||||||||
Intangible assets | 49,900 | 49,900 | |||||||||||||||
Accumulated amortization | (102,203 | ) | (75,374 | ) | |||||||||||||
Intangible assets, net | $ | 677,697 | $ | 704,526 | |||||||||||||
Schedule of amortization expense | ' | ||||||||||||||||
Amortization expense consists of the following: | |||||||||||||||||
Three Months Ended July 31, | Six Months Ended July 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
License Agreement | $ | (12,167 | ) | $ | (12,166 | ) | $ | (24,333 | ) | $ | (24,333 | ) | |||||
Intangible assets | (1,247 | ) | - | (2,496 | ) | - | |||||||||||
Total Intangible Amortization Expense | $ | (13,414 | ) | $ | (12,166 | ) | $ | (26,829 | ) | $ | (24,333 | ) | |||||
Schedule of future amortization expense | ' | ||||||||||||||||
Years Ending July 31, | |||||||||||||||||
2015 | $ | 36,501 | |||||||||||||||
2016 | 49,915 | ||||||||||||||||
2017 | 49,915 | ||||||||||||||||
2018 | 49,915 | ||||||||||||||||
2019 | 49,915 | ||||||||||||||||
Thereafter | 441,536 | ||||||||||||||||
Total | $ | 677,697 |
Stock_Options_Tables
Stock Options (Tables) | 6 Months Ended | ||||||||||||
Jul. 31, 2014 | |||||||||||||
Stock Options [Abstract] | ' | ||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||
Activity in stock options during the six month period ended July 31, 2014 and related balances outstanding as of that date are set forth below: | |||||||||||||
Number of | Weighted Average | Remaining Contract | |||||||||||
Shares | Exercise Price | Term (# years) | |||||||||||
Outstanding at February 1, 2014 | 17,260,000 | $ | 0.35 | ||||||||||
Granted | - | - | |||||||||||
Exercised | (50,000 | ) | (0.16 | ) | |||||||||
Forfeited and canceled | - | - | |||||||||||
Outstanding at July 31, 2014 | 17,210,000 | $ | 0.35 | 3.98 | |||||||||
Exercisable at July 31, 2014 | 6,416,666 | $ | 0.3 | 3.54 |
Business_Overview_and_Summary_2
Business Overview and Summary of Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2013 | |
Business Overview and Summary of Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' |
Cash | $1,147,404 | $410,061 | $1,147,404 | $410,061 | $857,122 | ' |
Depreciation Expense | $26,181 | $1,876 | $48,818 | $3,752 | ' | ' |
Going_Concern_and_Liquidity_De
Going Concern and Liquidity (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | |
Going Concern And Liquidity [Abstract] | ' | ' | ' | ' | ' |
Net loss | $3,015,086 | $715,079 | $4,928,275 | $1,133,726 | ' |
Accumulated deficit | $18,691,123 | ' | $18,691,123 | ' | $13,762,848 |
Inventories_Details
Inventories (Details) (USD $) | Jul. 31, 2014 | Jan. 31, 2014 |
Inventories [Abstract] | ' | ' |
Finished Goods - Coffee | $45,468 | $354,932 |
Total inventory | $45,468 | $354,932 |
Trademark_License_Agreements_a2
Trademark License Agreements and Intangible Assets (Schedule of Net Book Value of Intangible Assets) (Details) (USD $) | Jul. 31, 2014 | Jan. 31, 2014 |
Trademark License Agreements and Intangible Assets [Abstract] | ' | ' |
License Agreement | $730,000 | $730,000 |
Intangible assets | 49,900 | 49,900 |
Accumulated amortization | -102,203 | -75,374 |
Total Intangible assets, net | $677,697 | $704,526 |
Trademark_License_Agreements_a3
Trademark License Agreements and Intangible Assets (Schedule of Amortization Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible Amortization Expense | ($13,414) | ($12,166) | ($26,829) | ($24,333) |
License Agreements [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible Amortization Expense | -12,167 | -12,166 | -24,333 | -24,333 |
Intangible asset, useful life | ' | ' | '15 years | '15 years |
Intangible Assets [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible Amortization Expense | ($1,247) | ' | ($2,496) | ' |
Intangible asset, useful life | ' | ' | '10 years | '10 years |
Trademark_License_Agreements_a4
Trademark License Agreements and Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $) | Jul. 31, 2014 | Jan. 31, 2014 |
Years Ending January 31, | ' | ' |
2015 | $36,501 | ' |
2016 | 49,915 | ' |
2017 | 49,915 | ' |
2018 | 49,915 | ' |
2019 | 49,915 | ' |
Thereafter | 441,536 | ' |
Total Intangible assets, net | $677,697 | $704,526 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
Jun. 18, 2013 | Jul. 31, 2012 | Jul. 19, 2012 | |
Ironridge Transaction #1 Notes Payable [Member] | Revolving Note [Member] | Revolving Note [Member] | |
Debt Instrument [Line Items] | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $2,000,000 |
Amount borrowed | ' | ' | 350,000 |
Agreement date | ' | 19-Jul-12 | ' |
Maturity date | ' | 18-Jul-13 | ' |
Interest rate | ' | ' | 12.00% |
Interest rate when in default | ' | 18.00% | ' |
Outstanding liabilities related to shares issued for debt purchased by Ironridge Global IV | $100,000 | ' | ' |
Shares issued for debt purchased by Ironridge | 588,235 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Marley Coffee Ltd - Rohan Marley [Member], USD $) | 6 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | |
Marley Coffee Ltd - Rohan Marley [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Purchase from related parties | $234,122 | $296,840 | ' |
Ownership percentage in Marley Coffee Ltd. | 25.00% | ' | 25.00% |
Stock_Options_Narrative_Detail
Stock Options (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||
Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | Jul. 31, 2014 | Oct. 14, 2012 | Jul. 31, 2014 | Sep. 10, 2013 | |
2012 Equity Compensation Plan [Member] | 2012 Equity Compensation Plan [Member] | 2013 Equity Compensation Plan [Member] | 2013 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under equity compensation plan | ' | ' | ' | ' | ' | 12,000,000 | ' | 12,000,000 |
Number of stock options issued | ' | ' | ' | ' | 5,584,716 | ' | 7,860,000 | ' |
Number of options granted | ' | ' | ' | ' | 5,250,000 | ' | ' | ' |
Options outstanding | ' | 17,210,000 | ' | 17,260,000 | ' | ' | ' | ' |
Share-based compensation | $485,317 | $1,090,094 | $423,132 | ' | ' | ' | ' | ' |
Remaining amount of unamortized stock option expense | ' | 2,756,296 | ' | ' | ' | ' | ' | ' |
Intrinsic value of stock options outstanding | 647,000 | 247,500 | 647,000 | ' | ' | ' | ' | ' |
Intrinsic value of stock options outstanding | $647,000 | $247,500 | $647,000 | ' | ' | ' | ' | ' |
Stock_Options_Schedule_of_Stoc
Stock Options (Schedule of Stock Option Activity) (Details) (USD $) | 6 Months Ended |
Jul. 31, 2014 | |
Number of shares: | ' |
Outstanding, beginning | 17,260,000 |
Granted | ' |
Exercised | -50,000 |
Forfeited and canceled | ' |
Outstanding, ending | 17,210,000 |
Exercisable | 6,416,666 |
Weighted-Average Exercise Price | ' |
Outstanding, beginning | $0.35 |
Granted | ' |
Exercised | ($0.16) |
Forfeited and canceled | ' |
Outstanding, ending | $0.35 |
Exercisable | $0.30 |
Weighted Average Remaining Contractual Term: | ' |
Weighted Average Remaining Contractual Term of Options outstanding | '3 years 11 months 23 days |
Weighted Average Remaining Contractual Term of Options exercisable | '3 years 6 months 15 days |
Settlement_of_Liabilities_with1
Settlement of Liabilities with Ironridge (Details) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Mar. 14, 2014 | Nov. 30, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | Jun. 18, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Mar. 06, 2013 | Sep. 12, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | 24-May-13 | Jul. 31, 2014 | Jul. 26, 2013 | Aug. 31, 2014 | Sep. 12, 2014 | |
Ironridge Transaction #1 [Member] | Ironridge Transaction #1 [Member] | Ironridge Transaction #1 [Member] | Ironridge Transaction #1 [Member] | Ironridge Transaction #2 [Member] | Ironridge Transaction #2 [Member] | Ironridge Transaction #2 [Member] | Ironridge Transaction #2 [Member] | Ironridge Transaction #3 [Member] | Ironridge Transaction #3 [Member] | Ironridge Transaction #3 [Member] | Ironridge Transaction #3 [Member] | ||||||
Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||||
Accounts payable and accrued expenses purchased by Ironridge Global IV | ' | ' | ' | ' | ' | $1,017,744 | ' | ' | ' | $1,278,058 | ' | ' | ' | $2,499,372 | ' | ' | ' |
Shares issued for settlement of debt | 3,366,316 | 4,524,079 | ' | ' | ' | 7,000,000 | ' | ' | ' | 5,000,000 | ' | ' | ' | 5,000,000 | ' | 3,853,555 | ' |
Aggregate trading volume amount, not to exceed | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | 20,000,000 | ' | ' | ' | 50,000,000 | ' | ' | ' |
Aggregate value of initial issuance | ' | ' | ' | ' | ' | 1,068,631 | ' | ' | ' | 1,278,058 | ' | ' | ' | 2,624,340 | ' | ' | ' |
Percentage of claim amount | ' | ' | ' | ' | ' | 105.00% | ' | ' | ' | 105.00% | ' | ' | ' | 105.00% | ' | ' | ' |
Closing price of Company's stock | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | $0.32 | ' | $0.50 | ' | ' |
Share price reduction used in calculation | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | $0.01 | ' | $0.01 | ' | ' |
Percentage of closing price | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | 80.00% | ' | 80.00% | ' | ' |
Amount used in settlement calculation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,019,390 | ' | 1,358,299 | ' | ' |
Maximum percentage ownership by Ironbridge and its affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 9.99% | ' | ' | ' | 9.99% | ' | 9.99% | ' | ' |
Percentage of restricted shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Number of common shares owed | ' | ' | ' | ' | ' | 5,353,512 | ' | ' | ' | 5,406,337 | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be returned by Ironridge | ' | ' | ' | ' | ' | 1,646,488 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares owed to Ironridge | ' | ' | ' | ' | ' | ' | ' | ' | ' | 406,337 | ' | ' | ' | ' | ' | ' | ' |
Loss on settlement of liabilities | ' | ' | 820,164 | 436,207 | ' | ' | 450,141 | 340,398 | ' | ' | ' | ' | ' | 1,818,810 | ' | ' | ' |
Increase in payable to Ironridge in common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,288,066 | ' | ' | ' |
Shares Due To Ironridge | ' | ' | $820,164 | ' | $369,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares dismissed in litigation settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Building located at 4730 Tejon Street, Denver, Colorado 80211 [Member], USD $) | 6 Months Ended |
Jul. 31, 2014 | |
sqft | |
Building located at 4730 Tejon Street, Denver, Colorado 80211 [Member] | ' |
Operating Leased Assets [Line Items] | ' |
Lease expiration date | 31-Jul-16 |
Square footage of building held under operating lease agreement | 4,800 |
Lease term | '36 months |
Annual rental increase percentage during the first three years per terms of lease agreement | 4.00% |
Monthly rent amount due from August 1, 2014 to July 31, 2015 | $8,172 |
Monthly rent amount due from August 1, 2015 to July 31, 2016 | 8,499 |
Monthly rent amount due from August 1, 2016 to July 31, 2017 | $8,839 |
Concentration_of_sales_and_seg1
Concentration of sales and segmented disclosure (Details) (Revenue [Member]) | 3 Months Ended | 6 Months Ended |
Jul. 31, 2014 | Jul. 31, 2014 | |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | 50.00% | 48.00% |
United Natural Foods, Inc. [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | 34.00% | 25.00% |
Mother Parker's Tea and Coffee [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | 16.00% | 23.00% |