Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 15, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | JAMMIN JAVA CORP. | |
Entity Central Index Key | 1,334,586 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 125,567,647 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 59,743 | $ 443,189 |
Accounts receivable, net | 1,117,458 | 1,154,252 |
Inventory | 1,981 | 197,581 |
Prepaid expenses | 36,745 | 18,986 |
Other current assets | 13,192 | 3,784 |
Total Current Assets | 1,229,119 | 1,817,792 |
Property and equipment, net | 254,827 | 381,248 |
Intangible assets, net | 607,986 | 734,753 |
Other assets | 23,564 | 23,567 |
Total Assets | 2,115,496 | 2,957,360 |
Current Liabilities: | ||
Accounts payable | 2,830,233 | 2,492,900 |
Accrued expenses | 261,502 | 477,229 |
Accrued royalty and other expenses - related party | 69,121 | $ 81,078 |
Convertible notes payable, net of discount | 699,439 | |
Derivative Liability conversion feature | 883,454 | |
Total Current Liabilities | 4,743,749 | $ 3,051,207 |
Total Liabilities | $ 4,743,749 | $ 3,051,207 |
Commitments & Contingencies | ||
Stockholders' Equity (Deficit): | ||
Common stock, $.001 par value, 5,112,861,525 shares authorized; 125,698,127 and 124,691,748 shares issued and outstanding, as of October 31, 2015 and January 31, 2015, respectively | $ 125,698 | $ 124,692 |
Additional paid-in-capital | 24,952,442 | 23,825,294 |
Accumulated deficit | (27,706,393) | (24,043,833) |
Total Stockholders' Equity (Deficit) | (2,628,253) | (93,847) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,115,496 | $ 2,957,360 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2015 | Jan. 31, 2015 |
BALANCE SHEETS [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,112,861,525 | 5,112,861,525 |
Common stock, shares issued | 125,698,127 | 124,691,748 |
Common stock, shares outstanding | 125,698,127 | 124,691,748 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Revenue: | ||||
Sales | $ 3,245,164 | $ 2,841,504 | $ 9,174,370 | $ 7,061,287 |
Discounts and allowances | (430,923) | (324,300) | (910,681) | (344,560) |
Net revenue | 2,814,241 | 2,517,204 | 8,263,689 | 6,716,727 |
Cost of sales: | ||||
Cost of sales products | 2,247,271 | 1,766,469 | 6,091,132 | 5,018,088 |
Total cost of sales | 2,247,271 | 1,766,469 | 6,091,132 | 5,018,088 |
Gross Profit | 566,970 | 750,735 | 2,172,557 | 1,698,639 |
Operating Expenses: | ||||
Compensation and benefits | 725,134 | 1,055,159 | 2,475,901 | 3,234,393 |
Selling and marketing | 774,295 | 677,122 | 1,896,563 | 2,387,360 |
General and administrative | 387,468 | 603,744 | 1,243,641 | 2,144,390 |
Total operating expenses | 1,886,897 | $ 2,336,025 | 5,616,105 | $ 7,766,143 |
Other income (expense): | ||||
Other expense | $ (17,165) | $ (49,702) | ||
Loss on extinguishment of debt | $ (1,350,000) | $ (1,800,141) | ||
Changes in fair value of derivative liability | $ (118,370) | $ (118,370) | ||
Interest expense | (41,367) | $ (4,548) | (50,940) | $ (468) |
Total other income (expense) | (176,902) | (1,354,548) | (219,012) | (1,800,609) |
Net Loss | $ (1,496,829) | $ (2,939,838) | $ (3,662,560) | $ (7,868,113) |
Net loss per share: | ||||
Basic and diluted loss per share | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.07) |
Weighted average common shares outstanding - basic and diluted | 125,687,580 | 123,234,667 | 125,375,347 | 116,934,147 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,662,560) | $ (7,868,113) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | $ 188,346 | 336,147 |
Common stock issued to Ironridge for debt extinguishment | 1,800,141 | |
Shared-based employee compensation | $ 939,808 | 1,459,032 |
Depreciation | 109,895 | 75,045 |
Amortization of intangible assets | 45,648 | $ 41,610 |
Loss on sale of business | 32,537 | |
Changes in fair value of derivative liability | 118,370 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ 36,794 | $ (885,218) |
Notes receivable - related party | 2,724 | |
Inventory | $ 195,600 | 290,376 |
Prepaid expenses and other current assets | (27,167) | 1,132,502 |
Other assets - long term | 3 | (7,850) |
Accounts payable | 337,333 | 308,104 |
Accrued expenses | $ (215,727) | 258,390 |
Payable in common shares | 369,589 | |
Accrued royalty and other expenses - related party | $ (11,957) | (90,649) |
Net cash used in operating activities | (1,913,077) | (2,778,170) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (12,894) | $ (57,114) |
Sales of property and equipment | 78,002 | |
Net cash provided by (used in) investing activities | $ 65,108 | $ (57,114) |
Cash Flows From Financing Activities: | ||
Common stock issued for cash | 2,500,000 | |
Borrowings on notes payable | $ 1,464,523 | (4,965) |
Net cash provided by financing activities | 1,464,523 | 2,495,035 |
Net change in cash and cash equivalents | (383,446) | (340,249) |
Cash and cash equivalents at beginning of period | 443,189 | 857,122 |
Cash and cash equivalents at end of period | 59,743 | $ 516,873 |
Non-Cash Transactions: | ||
Interest expense | $ 4,400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 31, 2015 | |
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 January 31, 2015 has been derived from the audited balance sheet at January 31, 2015 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. |
Going Concern and Liquidity
Going Concern and Liquidity | 9 Months Ended |
Oct. 31, 2015 | |
Going Concern and Liquidity [Abstract] | |
Going Concern and Liquidity | Note 2. 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 $ 3,662,560 27,706,393 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 our January 31, 2015 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company's ability to continue as a going concern. See also Note 8 regarding the SEC investigation. |
Business Overview and Summary o
Business Overview and Summary of Accounting Policies | 9 Months Ended |
Oct. 31, 2015 | |
Business Overview and Summary of Accounting Policies [Abstract] | |
Business Overview and Summary of Accounting Policies | Note 3. 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. Use of Estimates in Financial Statement Preparation. Cash and Cash Equivalents. 59,743 Revenue Recognition. 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; namely, the risks of loss for collection, delivery and returns. Allowance for Doubtful Accounts. 93,359 Inventories. Property and Equipment. For computers and leasehold improvements the useful life is 3 5 Depreciation was $ 109,895 75,045 Impairment of Long-Lived Assets. Stock-Based Compensation. Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives. If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital. We estimate volatility of our publicly-listed common stock by considering historical stock volatility. Income Taxes. Earnings or Loss Per Common Share. 4,833,333 Derivative Financial Instruments . The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. The Company evaluates free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or as liabilities in our financial statements. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes because of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are recorded initially at their estimated fair value and are re-measured each reporting period (or upon reclassification). The change in fair value is recorded on our condensed consolidated statements of operations in other (income) expense. During the quarter ended October 31, 2015, the Company issued debt with conversion features that can be settled by the holder at variable conversion prices. As a result, such conversion features qualified for bifurcation from the host debt instruments and were therefore accounted for as derivative liabilities. The amount bifurcated pursuant to the conversion features was recorded as a debt discount and totaled $ 765,084 Recently Issued Accounting Pronouncements Accounting standards that have been issued by the FASB or other standards setting bodies that do not require adoption until a future date are being evaluated by the Company to determine whether adoption will have a material impact on the Company's financial statements. The Financial Accounting Standards Board ( FASB Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued an accounting standard which will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In doing so, among other things, companies will generally need to use more judgment and make more estimates than under the current guidance. The accounting standard will be effective for the Company in the fiscal year beginning February 1, 2018. The standard may be adopted using a full retrospective or a modified retrospective (cumulative effect) method. Early adoption is not permitted. We are currently evaluating this standard and have not yet selected a transition method nor have we determined the effect of the standard on our financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12, Compensation Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period ASU 2014-12 Going Concern In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory |
Inventories
Inventories | 9 Months Ended |
Oct. 31, 2015 | |
Inventories [Abstract] | |
Inventories | Note 4 Inventories Inventories were comprised of: October 31, 2015 January 31, 2015 Finished Goods - Coffee $ - $ 197,581 Non - Coffee Inventories $ 1,981 $ - Total 1,981 197,581 |
Trademark License Agreements an
Trademark License Agreements and Intangible Assets | 9 Months Ended |
Oct. 31, 2015 | |
Trademark License Agreements and Intangible Assets [Abstract] | |
Trademark License Agreements and Intangible Assets | Note 5 Trademark License Agreements and Intangible Assets Intangible assets include our License Agreement, and intangibles and goodwill arising from our BikeCaffe acquisition asset purchase. The goodwill of the Black Rock Beverages division was $ 81,118 Overview Recent Transactions The amortization periods are fifteen ten October 31, 2015 January 31, 2015 License Agreement $ 730,000 $ 730,000 Intangible assets 49,900 49,900 Total $ 779,900 $ 779,900 Accumulated amortization (178,958 ) (133,309) Intangibles subject to amortization $ 600,942 $ 646,591 Goodwill $ 7,044 $ 88,162 Total Intangible assets $ 607,986 $ 734,753 Three months ended October 31, Nine months ended October 31, 2015 2014 201 5 201 4 License Agreement $ (12,167 ) $ (12,169 ) $ (36,500 ) $ (36,500 ) Intangible assets (2,495 ) (2,612 ) (9,148 ) (5,110 ) Total License Agreement Amortization Expense $ (14,662 ) $ (14,781 ) $ (45,648 ) $ (41,610 ) As of October 31, 2015, the remaining useful life of the Company's license agreement was approximately 11.75 five Years Ending January 31, 2016 $ 14,662 2017 $ 58,648 2018 $ 58,648 2019 $ 58,648 2020 $ 58,648 Thereafter $ 351,688 Total $ 600,942 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 Related Party Transactions Transactions with Marley Coffee Ltd. During the three months ended October 31, 2015, the Company purchased $ 241,088 8,788 600,076 290,258 MC The Company also received rebates from Marley Coffee Ltd. for the nine months ended October 31, 2015 of $ 97,796 no 2,936,771 25 During the three months ended October 31, 2015 and 2014, Rohan Marley Enterprises received $ 44,537 59,333 135,447 139,121 378,463 106,335 484,798 The following describe transactions with entities which are licensees of Hope Road Merchandising, LLC a company in which Rohan Marley is a beneficiary. During the three months ended October 31, 2015 and 2014, the Company made purchases of $ 7,820 5,439 7,820 33,566 70,334 3,780 Delivery Agent is affiliated with the Bob Marley.com website (which website we sell products on) and has purchased coffee from us of $ 779 0 779 During the nine months ended October 31, 2015 and 2014, the Company made purchases of $ 5,244 0 10,447 1,603 During the nine months ended October 31, 2015 and 2014, the Company has incurred royalties of $ 200,405 194,523 56 Hope Road Marley Coffee 605,020 During the nine months ended October 31, 2015, the Company paid Sondra Toevs $ 10,312 3,814 17,648 6,063 The total owed to Mother Parkers, one of our shareholders, for accounts payable is $ 1,544,686 77,043 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 Stockholders' Equity Share-based Compensation: On August 5, 2011, the Board of Directors approved the Company's 2011 Equity Compensation Plan (the 2011 Plan). The 2011 Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2011 Plan, to the Company's employees, officers, directors and consultants. A total of 20,000,000 16,333,333 On October 14, 2012, the Board of Directors approved the Company's 2012 Equity Incentive Plan, which was amended and restated on September 19, 2013 (as amended and restated, the 2012 Plan). The 2012 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 2012 Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 36,907 On September 10, 2013, the Board of Directors approved the Company's 2013 Equity Incentive Plan (the 2013 Plan). The 2013 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 Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 2,341,626 On June 30, 2015, the Board of Directors approved the Company's 2015 Equity Incentive Plan (the 2015 Plan 17,500,000 11,500,000 In July 2015, the Company granted 6,000,000 The Plans are administered by the Board of Directors in its discretion. The Board of Directors interprets the Plans and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of stock options, the number of shares subject to awards, the expiration date of awards, and the vesting schedule or other restrictions applicable to awards. During the nine months ended October 31, 2015 and 2014, the Company recognized share-based compensation expenses totaling $ 939,808 1,459,032 2,280,542 The intrinsic value of exercisable and outstanding options at October 31, 2015 and 2014 was $ 96,667 665,000 The options are valued using the Black Scholes method with the grant date weighted average fair value at $ 0.29 Number of Weighted Average Weighted Average Remaining Contract Term (# of years) Outstanding at February 1, 2015 17,830,000 0.35 Granted 1,340,000 0.20 Exercised - - Forfeited and canceled (1,220,000 ) 0.45 Outstanding at October 31, 2015 17,950,000 $ 0.27 2.71 Exercisable at October 31, 2015 13,775,825 $ 0.29 2.42 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8 Commitments and Contingencies On July 28, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company ( Whittle ) filed a complaint against the Company in the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209). The complaint alleged that Whittle entered into a consulting agreement with the Company for which the Company failed to make payments and that Rohan Marley, as both a director of the Company and of Marley Coffee Canada, Inc., additionally agreed that, as part of Whittle's consulting compensation, the Company would assume a debt owed by Marley Coffee Canada to Whittle. The cause of action set forth in the complaint includes breach of contract. Damages claimed by Whittle included $ 60,000 19,715 Settlement ), pursuant to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209), lawsuit described above. Pursuant to the terms of the Settlement, the Company agreed to pay Mr. Whittle $ 80,000 10,000 2015, of which $ 10,000 In a separate case, on September 30, 2014, Whittle individually, and derivatively on behalf of Marley Coffee LLC ( MC LLC ) filed a complaint against Rohan Marley, Cedella Marley, the Company, Hope Road Merchandising, LLC, Fifty-Six Hope Road Music Limited, and Marley Coffee Estate Limited in the United States District Court for the District of Colorado (Civil Action No. 2014-CV-2680). The complaint alleges that Whittle entered into a partnership with Rohan Marley, to sell premium coffee products branded after the name and likeness of Rohan Marley. The causes of action set forth in the complaint include, among others, racketeering activity, trademark infringement, breach of fiduciary duty, civil theft, and civil conspiracy (some of which causes of action are not directly alleged against the Company), which are alleged to have directly caused Whittle and Marley Coffee LLC substantial financial harm. Damages claimed by Whittle and MC LLC include economic damages to be proven at trial, profits made by defendants, treble damages, punitive damages, attorneys' fees and pre and post judgment interest. Subsequently, all but the civil conspiracy claim against the Company was dismissed and the court ordered Whittle to amend his complaint to provide only for an alleged claim of breach of fiduciary duty (not against the Company) and conspiracy claims as an individual (not on a derivative basis). On December 15, 2014, a complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles Central Division (Case Number: BC566749), pursuant to which Sky Consulting Group, Inc. ( Sky ), made various claims against the Company, Mr. Tran, the Company's President and Director, Marley C&V International, and various other parties. The complaint alleged causes of action for breach of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating to a May 2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products in Korea. The suit seeks damages, punitive damages, court costs and attorney's fees. The Company subsequently filed a motion to compel arbitration pursuant to the terms of the agreement, which was approved by the court on April 7, 2015. The parties subsequently entered arbitration in connection with the lawsuit. On September 8, 2015, the parties entered into a mutual settlement and release agreement, whereby Sky agreed to return 130,480 As of the date of this report, the shares have been returned to the Company and cancelled, provided that claims/lawsuits have not been dismissed, however we anticipate the claims/lawsuits will be dismissed shortly after the date this report is filed. In the current quarter ended October 31, 2015 the Accounts receivable was written off to bad debt expense but we expect this to be reversed in the next period as the cancelled shares will be used to relieve the outstanding balance due from Sky Consulting. On November 17, 2015, the SEC filed a complaint against us (Case 2:15-cv-08921) in the United States District Court Central District of California Western Division. Also included as defendants in the complaint were Shane G. Whittle (our former Chief Executive Officer and Director) and parties unrelated to us, Wayne S. P. Weaver, Michael K. Sun, Rene Berlinger, Stephen B. Wheatley, Kevin P. Miller, Mohammed A. Al-Barwani, Alexander J. Hunter, and Thomas E. Hunter (collectively, the Defendants pump and dump 2.5 6.25 |
Sale of Division
Sale of Division | 9 Months Ended |
Oct. 31, 2015 | |
Sale of Division [Abstract] | |
Sale of Division | Note 9 Sale of Division On July 9, 2015, with an effective date of July 1, 2015, the Company entered into an Asset Purchase Agreement with Black Rock Beverages, LLC (BRB), pursuant to which it sold its Black Rock Beverage division and related assets to BRB (the Sale Agreement 300,000 200,000 July 15, 2015), 100,000 provided that if BRB's average sales do not meet a minimum of $50,000 per month during each of the first six months following the closing, the aggregate amount of $100,000 in payments due is reduced by $5,000 for each month such $50,000 monthly minimum is not met. The contingent $100,000 consideration will be recognized, if and when, the conditions for measurement have been met six months subsequent to the sale date. Additionally, the Company agreed to continue to pay the salary of one of its employees acquired in the Company's original acquisition of the Black Rock Beverage division in August 2013 and to continue to cover the rent, for five months, on a warehouse located on Lipan St. in Denver, Colorado, and BRB agreed to assume certain of the Company's capital and vehicle leases. We also agreed to a six month freeze on increasing any cost of goods purchased by BRB for products sold through the Black Rock Beverage operations. |
Concentrations
Concentrations | 9 Months Ended |
Oct. 31, 2015 | |
Concentrations [Abstract] | |
Concentrations | Note 10 Concentrations A significant portion of our revenue is derived from our relationships with a limited number of vendors and distributors. The loss of one or more of our significant vendors or distributors would have a material impact on our revenues and results of operations. During the three months ended October 31, 2015, four customers accounted for 57 50 54 63 During the three months ended October 31, 2015, two vendors accounted for 49 68 89 During the three months ended October 31, 2015, sales in Canada totaled $ 185,903 and for the three months ended October 31, 2014, sales in Canada were $ 146,091 612,565 146,556 For the three months ended October 31, 2015 sales in South Korea for Green and retail coffee sales totaled $ 362,257 1,425 825,604 1,425 147,000 For the three months ended October 31, 2015, sales in Chile totaled $ 62,230 65,000 670,868 65,000 |
Convertible and Other Notes Pay
Convertible and Other Notes Payable | 9 Months Ended |
Oct. 31, 2015 | |
Convertible and Other Notes Payable [Abstract] | |
Convertible and Other Notes Payable | Note 11 Convertible and Other Notes Payable Convertible and Other Notes Payable are as follows: Commitment Outstanding as of October 31, 2015 Available Proceeds Interest Rate Maturity Colorado Medical Finance Services, LLC * $ 500,000 $ 183,070 316,930 17.5 September 2016 JSJ 275,000 275,000 - 12 March 2016 Typenex 1,005,000 255,000 750,000 10 April 2022 JMJ 900,000 385,000 515,000 10 September 2017 Vis Vires 250,000 250,000 - 8 June 2016 * Line of Credit. Revolving Line of Credit The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC, with an effective date of February 16, 2015 500,000 250,000 17.5 10 7.5 September 26, 2016 10 20 250,000 183,070 Convertible Note with JSJ Investments Inc. On September 9, 2015, we entered into a 12 JSJ JSJ Convertible Note 275,000 Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum ( 18 The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company's common stock at any time. The conversion price of the JSJ Convertible Note is 60 10 three In connection with the issuance of the note, we agreed to pay $ 5,000 The JSJ Convertible Note contains standard and customary events of default, including in the event we fail to timely file any and all reports due with the Securities and Exchange Commission. Upon the occurrence of an event of default, JSJ can demand that we immediately repay 150% of the outstanding balance of the JSJ Convertible Note together with accrued interest (and default interest, if any). Pursuant to the terms of the JSJ Convertible Note, JSJ agreed not to engage in any short sales or hedging transactions of our common stock. At no time may the JSJ Convertible Note be converted into shares of our common stock if such conversion would result in JSJ and its affiliates owning an aggregate of in excess of 4.99 9.99 61 The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JSJ Convertible Note prior to any conversion. In the event that the JSJ Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JSJ Note is converted into common stock. Convertible Promissory Note with Typenex Co-Investment, LLC On September 14, 2015 (the Closing Date Typenex SPA Typenex Typenex Note 1,005,000 four The Typenex Note has a term of 20 10 22 1,005,000 250,000 255,000 5,000 250,000 Investor Notes one 10 Beginning on the date that is six ( 6 75,000 Beginning six ( 6 0.30 3 0.30 Market Price 40 60 5 0.10 three 3 10 20 The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35 six 50 If, at any time that the Typenex Note is outstanding, the Company sells or issues any common stock or other securities exercisable for, or convertible into, Common Stock for a price per share that is less than the conversion price applicable under the Typenex Note, then such lower price will apply to all subsequent conversions by Typenex for a period of 20 The Typenex Note includes customary and usual events of default. In the event of a default, the Typenex Note may be accelerated by Typenex. The outstanding balance would be immediately due and payable and we are required to repay Typenex additional amounts (including the value of the amount then due in common stock, at the highest intraday trading price of the amount then due under the note) and/or liquidated damages in addition to the amount owed under the Typenex Note. In addition, we owe certain fees and liquidated damages to Typenex if we fail to timely issue shares of common stock under the Typenex Note. Typenex is prohibited from owning more than 4.99 10,000,000 9.99 Amounts owed by us under the Typenex Note are secured by a first priority security interest granted to Typenex pursuant to the terms of a Security Agreement entered into with Typenex, in each of the Investor Notes. The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the Typenex Convertible Note prior to any conversion. In the event that the Typenex Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Typenex Note is converted into common As of October 31, 2015, the outstanding balance of the Typenex Note was $ 255,000 Convertible Promissory Note with JMJ Financial On September 16, 2015, we sold JMJ Financial ( JMJ 900,000 JMJ Convertible Note 350,000 385,000 10 900,000 two The JMJ Convertible Note (including principal and accrued interest and where applicable other fees) is convertible into our common stock, at any time, at the lesser of $ 0.75 65 35 two 20 10 5 4.99 A one 12 Until 180 40 160 We agreed that we would reserve 25 four 2,000 The JMJ Convertible Note provides for customary events of default including, our failure to timely make payments under the JMJ Convertible Note when due, our entry into bankruptcy proceedings, our failure to file reports with the SEC, our loss of DTC eligibility for our common stock, and the investor's loss of the ability to rely on Rule 144. Additionally, upon the occurrence of an event of default, as described in greater detail in the JMJ Convertible Note, and at the election of JMJ, we are required to pay JMJ, either (i) the amount then owed under the note divided by the applicable conversion price, on the date the default occurs or the default amount is demanded (whichever is lower), multiplied by the volume weighted average price on the date the default occurs or the default amount is demanded (whichever is higher), or (ii) 150 18 For so long as the JMJ Convertible Note is outstanding JMJ agreed not to effect any short sales The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JMJ Convertible Note prior to any conversion. In the event that the JMJ Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JMJ Note is converted into common stock. Convertible Promissory Note with Vis Vires Group On September 24, 2015, we Vis Vires 254,000 Vis Vires Convertible Note The Vis Vires Convertible Note bears interest at the rate of 8 22 The principal amount of the Vis Vires Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time following the 180 65 35 five ten 0.00009 three 2,000 At no 9.99 We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180 108 133 The Vis Vires Convertible Note also contains customary positive and negative covenants. We paid $ 4,000 The goal is for the Company to utilize this debt and similar debt incurred in the past several weeks as growth capital to help accelerate projects that generate revenue. We hope to repay the Vis Vires Convertible Note prior to any conversion. In the event that the Vis Vires Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Vis Vires Note is converted into common stock. The Company assessed the classification of its derivative financial instruments as of October 31, 2015, which consist of convertible instruments and rights to shares of the Company's common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for Accounting for Derivative Instruments and Hedging Activities Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument ASC 815-40 provides that, among other things, generally, if an event is not within the entity's control or could require net cash settlement, then the contract shall be classified as an asset or a liability. Debt Maturity Schedule The following table summarizes the Company's annual principal maturities of debt for the five years subsequent to December 31, 2015: Year ended December 31, 2015 $ - 2016 708,070 2017 385,000 2018 - 2019 - Thereafter 255,000 $ 1,348,070 Third Party Loan In October 2015, we borrowed $ 150,000 The October 2015 loan has a seven 202,500 147 1,378 30 85 31 90 90 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events Third Party Loan In November 2015, we borrowed $ 65,000 The November 2015 loan has a term of six 89,700 126 712 30 85 31 90 90 In November 2015, the Company cancelled 130,480 |
Business Overview and Summary18
Business Overview and Summary of Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Business Overview and Summary of Accounting Policies [Abstract] | |
Reclassifications | Reclassifications. |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. 59,743 |
Revenue Recognition | Revenue Recognition. 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; namely, the risks of loss for collection, delivery and returns. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. 93,359 |
Inventories | Inventories. |
Property and Equipment | Property and Equipment. For computers and leasehold improvements the useful life is 3 5 Depreciation was $ 109,895 75,045 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Stock-Based Compensation | Stock-Based Compensation. Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives. If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital. We estimate volatility of our publicly-listed common stock by considering historical stock volatility. |
Income Taxes | Income Taxes. |
Earnings or Loss Per Common Share | Earnings or Loss Per Common Share. 4,833,333 |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments . The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. The Company evaluates free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or as liabilities in our financial statements. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes because of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are recorded initially at their estimated fair value and are re-measured each reporting period (or upon reclassification). The change in fair value is recorded on our condensed consolidated statements of operations in other (income) expense. During the quarter ended October 31, 2015, the Company issued debt with conversion features that can be settled by the holder at variable conversion prices. As a result, such conversion features qualified for bifurcation from the host debt instruments and were therefore accounted for as derivative liabilities. The amount bifurcated pursuant to the conversion features was recorded as a debt discount and totaled $ 765,084 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting standards that have been issued by the FASB or other standards setting bodies that do not require adoption until a future date are being evaluated by the Company to determine whether adoption will have a material impact on the Company's financial statements. The Financial Accounting Standards Board ( FASB Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued an accounting standard which will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In doing so, among other things, companies will generally need to use more judgment and make more estimates than under the current guidance. The accounting standard will be effective for the Company in the fiscal year beginning February 1, 2018. The standard may be adopted using a full retrospective or a modified retrospective (cumulative effect) method. Early adoption is not permitted. We are currently evaluating this standard and have not yet selected a transition method nor have we determined the effect of the standard on our financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12, Compensation Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period ASU 2014-12 Going Concern In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Inventories [Abstract] | |
Schedule of Inventory | October 31, 2015 January 31, 2015 Finished Goods - Coffee $ - $ 197,581 Non - Coffee Inventories $ 1,981 $ - Total 1,981 197,581 |
Trademark License Agreements 20
Trademark License Agreements and Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Trademark License Agreements and Intangible Assets [Abstract] | |
Schedule of Intangible Assets and Goodwill | October 31, 2015 January 31, 2015 License Agreement $ 730,000 $ 730,000 Intangible assets 49,900 49,900 Total $ 779,900 $ 779,900 Accumulated amortization (178,958 ) (133,309) Intangibles subject to amortization $ 600,942 $ 646,591 Goodwill $ 7,044 $ 88,162 Total Intangible assets $ 607,986 $ 734,753 |
Schedule of Amortization Expense | Three months ended October 31, Nine months ended October 31, 2015 2014 201 5 201 4 License Agreement $ (12,167 ) $ (12,169 ) $ (36,500 ) $ (36,500 ) Intangible assets (2,495 ) (2,612 ) (9,148 ) (5,110 ) Total License Agreement Amortization Expense $ (14,662 ) $ (14,781 ) $ (45,648 ) $ (41,610 ) |
Schedule of Future Amortization Expense | Years Ending January 31, 2016 $ 14,662 2017 $ 58,648 2018 $ 58,648 2019 $ 58,648 2020 $ 58,648 Thereafter $ 351,688 Total $ 600,942 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
STOCK BASED COMPENSATION [Abstract] | |
Schedule of Activity in Stock Options | Number of Weighted Average Weighted Average Remaining Contract Term (# of years) Outstanding at February 1, 2015 17,830,000 0.35 Granted 1,340,000 0.20 Exercised - - Forfeited and canceled (1,220,000 ) 0.45 Outstanding at October 31, 2015 17,950,000 $ 0.27 2.71 Exercisable at October 31, 2015 13,775,825 $ 0.29 2.42 |
Convertible and Other Notes P22
Convertible and Other Notes Payable (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Convertible and Other Notes Payable [Abstract] | |
Schedule of Debt [Table Text Block] | Commitment Outstanding as of October 31, 2015 Available Proceeds Interest Rate Maturity Colorado Medical Finance Services, LLC * $ 500,000 $ 183,070 316,930 17.5 September 2016 JSJ 275,000 275,000 - 12 March 2016 Typenex 1,005,000 255,000 750,000 10 April 2022 JMJ 900,000 385,000 515,000 10 September 2017 Vis Vires 250,000 250,000 - 8 June 2016 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year ended December 31, 2015 $ - 2016 708,070 2017 385,000 2018 - 2019 - Thereafter 255,000 $ 1,348,070 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2015 | |
Going Concern and Liquidity [Abstract] | |||||
Net loss | $ (1,496,829) | $ (2,939,838) | $ (3,662,560) | $ (7,868,113) | |
Accumulated deficit | $ (27,706,393) | $ (27,706,393) | $ (24,043,833) |
Business Overview and Summary24
Business Overview and Summary of Accounting Policies (Narrative) (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Business Overview and Summary of Accounting Policies [Abstract] | ||
Cash equivalents | $ 59,743 | |
Allowance for doubtful accounts | 93,359 | |
Depreciation Expense | $ 109,895 | $ 75,045 |
Anti-dilutive options excluded from earnings per share calculation | 4,833,333 | |
Debt discount on derivative | $ 765,084 |
Inventories (Details)
Inventories (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Inventories [Abstract] | ||
Finished Goods - Coffee | $ 197,581 | |
Non - Coffee Inventories | $ 1,981 | |
Total | $ 1,981 | $ 197,581 |
Trademark License Agreements 26
Trademark License Agreements and Intangible Assets (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Oct. 31, 2015 | Jul. 14, 2015 | Jan. 31, 2015 | |
Goodwill | $ 7,044 | $ 88,162 | |
Black Rock Beverage Division [Member] | |||
Goodwill | $ 81,118 | ||
Licensing Agreements [Member] | |||
Intangible assets amortization period | 15 years | ||
Remaining useful life of license agreement | 11 years 9 months | ||
Other Intangible Assets [Member] | |||
Intangible assets amortization period | 10 years |
Trademark License Agreements 27
Trademark License Agreements and Intangible Assets (Schedule of License Agreements) (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Trademark License Agreements and Intangible Assets [Abstract] | ||
License Agreement | $ 730,000 | $ 730,000 |
Intangible assets | 49,900 | 49,900 |
Total | 779,900 | 779,900 |
Accumulated amortization | (178,958) | (133,309) |
Intangibles subject to amortization | 600,942 | 646,591 |
Goodwill | 7,044 | 88,162 |
Total Intangible assets | $ 607,986 | $ 734,753 |
Trademark License Agreements 28
Trademark License Agreements and Intangible Assets (Schedule of Amortization Expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Trademark License Agreements and Intangible Assets [Abstract] | ||||
License Agreement | $ (12,167) | $ (12,169) | $ (36,500) | $ (36,500) |
Intangible assets | (2,495) | (2,612) | (9,148) | (5,110) |
Total License Agreement Amortization Expense | $ (14,662) | $ (14,781) | $ (45,648) | $ (41,610) |
Trademark License Agreements 29
Trademark License Agreements and Intangible Assets (Schedule of Future Amortization Expense) (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Years Ending January 31, | ||
Intangibles subject to amortization | $ 600,942 | $ 646,591 |
License Agreement [Member] | ||
Years Ending January 31, | ||
2,016 | 14,662 | |
2,017 | 58,648 | |
2,018 | 58,648 | |
2,019 | 58,648 | |
2,020 | 58,648 | |
Thereafter | 351,688 | |
Intangibles subject to amortization | $ 600,942 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 133 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Dec. 31, 2014 | Oct. 31, 2015 | |
Rohan Marley [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Chairman, ownership percentage | 25.00% | 25.00% | 25.00% | |||
Related party director consulting expenses | $ 135,447 | $ 139,121 | $ 106,335 | |||
Sondra Toevs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to part-time related party employees | 10,312 | $ 17,648 | ||||
Ellie Toevs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to part-time related party employees | 3,814 | $ 6,063 | ||||
Marley Coffee Ltd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 2,936,771 | |||||
Accounts receivable - related party | $ 8,788 | $ 8,788 | ||||
Rebates received from related parties | 97,796 | |||||
Purchases from related parties | $ 241,088 | 600,076 | $ 290,258 | |||
Rohan Marley Enterprises [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party director consulting expenses | 44,537 | 59,333 | 135,447 | 139,121 | 378,463 | |
Rohan Marley Enterprises [Member] | Rohan Marley [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party director consulting expenses | 484,798 | |||||
House of Marley [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related parties | 7,820 | $ 5,439 | 7,820 | 33,566 | 70,334 | |
Zion Rootswear [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 5,244 | 0 | 10,447 | |||
Tuff Gong International [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 1,603 | |||||
Fifty-Six Hope Road Music Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty expense incurred | 200,405 | 194,523 | 605,020 | |||
Mother Parkers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable - related party | 1,544,686 | 1,544,686 | 1,544,686 | |||
Due from related party | $ 77,043 | 77,043 | 77,043 | |||
Homemedics [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 3,780 | |||||
Delivery Agent [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | $ 779 | $ 0 | $ 779 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted under plan | 1,340,000 | ||
Stock-based compensation expense | $ 939,808 | $ 1,459,032 | |
Remaining amount of unamortized stock option expense | 2,280,542 | ||
Intrinsic value of stock options outstanding | $ 96,667 | $ 665,000 | |
Grant date weighted average fair value per share | $ 0.29 | ||
2011 Equity Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized under equity compensation plan | 20,000,000 | ||
Shares available for issuance | 16,333,333 | ||
2012 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 | ||
Shares available for issuance | 36,907 | ||
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 | ||
Shares available for issuance | 2,341,626 | ||
2015 Equity Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized under equity compensation plan | 17,500,000 | ||
Shares available for issuance | 11,500,000 | ||
2015 Equity Compensation Plan [Member] | Scenario, Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted under plan | 6,000,000 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Activity in Stock Options) (Details) | 9 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Number of Shares | |
Outstanding | shares | 17,830,000 |
Granted | shares | 1,340,000 |
Exercised | shares | |
Forfeited and canceled | shares | (1,220,000) |
Outstanding | shares | 17,950,000 |
Exercisable | shares | 13,775,825 |
Weighted Average Exercise Price | |
Outstanding | $ / shares | $ 0.35 |
Granted | $ / shares | $ 0.20 |
Exercised | $ / shares | |
Forfeited and canceled | $ / shares | $ 0.45 |
Outstanding | $ / shares | 0.27 |
Exercisable | $ / shares | $ 0.29 |
Weighted Average Remaining Contract Term | |
Outstanding | 2 years 8 months 16 days |
Exercisable | 2 years 5 months 1 day |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2015 | Jul. 28, 2014 | Dec. 31, 2011 | Oct. 31, 2015 | Sep. 08, 2015 |
Loss Contingencies [Line Items] | |||||
Shares Returned Under Settlement | 130,480 | ||||
Pending Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Stock sold during the period, value | $ 2,500,000 | ||||
Stock sold during period, shares | 6,250,000 | ||||
Settlement with Whittle [Member] | |||||
Loss Contingencies [Line Items] | |||||
Amount awarded | $ 80,000 | ||||
Monthly payments | $ 10,000 | ||||
Amount of damages in default | $ 10,000 | ||||
Settlement with Whittle [Member] | Damages Sought, Breach of Consulting Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages claimed | $ 60,000 | ||||
Settlement with Whittle [Member] | Damages Sought, Payments Related to Consulting Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages claimed | $ 19,715 |
Sale of Division (Details)
Sale of Division (Details) - Black Rock Beverage Division [Member] - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Jul. 15, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration receivable | $ 300,000 | |
Consideration receivable on closing date | $ 200,000 | |
Consideration receivable in installments | $ 100,000 | |
Description of conditional consideration | provided that if BRB's average sales do not meet a minimum of $50,000 per month during each of the first six months following the closing, the aggregate amount of $100,000 in payments due is reduced by $5,000 for each month such $50,000 monthly minimum is not met. The contingent $100,000 consideration will be recognized, if and when, the conditions for measurement have been met six months subsequent to the sale date. Additionally, the Company agreed to continue to pay the salary of one of its employees acquired in the Company's original acquisition of the Black Rock Beverage division in August 2013 and to continue to cover the rent, for five months, on a warehouse located on Lipan St. in Denver, Colorado, and BRB agreed to assume certain of the Company's capital and vehicle leases. We also agreed to a six month freeze on increasing any cost of goods purchased by BRB for products sold through the Black Rock Beverage operations. |
Concentrations (Details)
Concentrations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | |
Concentration Risk [Line Items] | |||||
Sales | $ 2,814,241 | $ 2,517,204 | $ 8,263,689 | $ 6,716,727 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage concentration | 57.00% | 54.00% | 50.00% | 63.00% | |
Vendor Risk [Member] | Cost of Sales [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage concentration | 49.00% | 68.00% | 89.00% | ||
Canada [Member] | |||||
Concentration Risk [Line Items] | |||||
Sales | $ 185,903 | $ 146,091 | $ 612,565 | $ 146,556 | |
South Korea [Member] | |||||
Concentration Risk [Line Items] | |||||
Sales | 362,257 | 1,425 | 825,604 | 1,425 | |
License and Services Revenue | $ 147,000 | ||||
Chile [Member] | |||||
Concentration Risk [Line Items] | |||||
Sales | $ 62,230 | $ 65,000 | $ 670,868 | $ 65,000 |
Convertible and Other Notes P36
Convertible and Other Notes Payable (Schedule of Notes Outstanding) (Details) | 9 Months Ended |
Oct. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |
Commitment | $ 500,000 |
Outstanding as of October 31, 2015 | $ 183,070 |
Interest Rate | 17.50% |
Maturity | Sep. 26, 2016 |
Colorado Medical Finance Services, LLC [Member] | |
Debt Instrument [Line Items] | |
Commitment | $ 500,000 |
Outstanding as of October 31, 2015 | 183,070 |
Available proceeds | $ 316,930 |
Interest Rate | 17.50% |
Maturity | Sep. 26, 2016 |
JSJ Convertible Note [Member] | |
Debt Instrument [Line Items] | |
Commitment | $ 275,000 |
Outstanding as of October 31, 2015 | $ 275,000 |
Available Proceeds | |
Interest Rate | 12.00% |
Maturity | Mar. 31, 2016 |
Typenex Convertible Note [Member] | |
Debt Instrument [Line Items] | |
Commitment | $ 1,005,000 |
Outstanding as of October 31, 2015 | 255,000 |
Available Proceeds | $ 750,000 |
Interest Rate | 10.00% |
Maturity | Apr. 30, 2022 |
JMJ Convertible Note [Member] | |
Debt Instrument [Line Items] | |
Commitment | $ 900,000 |
Outstanding as of October 31, 2015 | 385,000 |
Available Proceeds | $ 515,000 |
Interest Rate | 10.00% |
Maturity | Sep. 30, 2017 |
Vis Vires Group Convertible Note [Member] | |
Debt Instrument [Line Items] | |
Commitment | $ 250,000 |
Outstanding as of October 31, 2015 | $ 250,000 |
Available Proceeds | |
Interest Rate | 8.00% |
Maturity | Jun. 30, 2016 |
Convertible and Other Notes P37
Convertible and Other Notes Payable (Revolving Line of Credit) (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Mar. 26, 2015 | |
Convertible and Other Notes Payable [Abstract] | ||
Line of credit facility, effective date | Feb. 16, 2015 | |
Line of credit facility, maximum borrowing capacity | $ 500,000 | |
Line of credit facility, amount advanced | $ 250,000 | $ 250,000 |
Line of credit facility, interest rate per annum | 17.50% | |
Line of credit facility, interest rate payable in cash | 10.00% | |
Line of credit facility, interest rate payable in cash or products and services | 7.50% | |
Line of credit facility, expiration date | Sep. 26, 2016 | |
Line of credit facility, days given to cure default | 10 days | |
Line of credit facility, interest rate upon default | 20.00% | |
Line of credit facility, amount outstanding | $ 183,070 |
Convertible and Other Notes P38
Convertible and Other Notes Payable (Convertible Notes) (Details) - USD ($) | Sep. 24, 2015 | Sep. 16, 2015 | Sep. 14, 2015 | Sep. 09, 2015 | Oct. 31, 2015 |
JSJ Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 275,000 | ||||
Interest rate | 12.00% | ||||
Long-term Debt, Gross | $ 275,000 | ||||
Maximum borrowing capacity | |||||
Typenex Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 1,005,000 | ||||
Interest rate | 10.00% | ||||
Long-term Debt, Gross | $ 255,000 | ||||
Maximum borrowing capacity | 750,000 | ||||
JMJ Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 900,000 | ||||
Interest rate | 10.00% | ||||
Long-term Debt, Gross | $ 385,000 | ||||
Maximum borrowing capacity | 515,000 | ||||
Vis Vires Group Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 250,000 | ||||
Interest rate | 8.00% | ||||
Long-term Debt, Gross | $ 250,000 | ||||
Maximum borrowing capacity | |||||
Convertible Debt [Member] | JSJ Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 275,000 | ||||
Interest rate | 12.00% | ||||
Debt Issuance Cost | $ 5,000 | ||||
Payment terms of convertible debt | Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum ( 18 | ||||
Terms of debt conversion | The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company's common stock at any time. The conversion price of the JSJ Convertible Note is 60 10 three | ||||
Threshold percentage of stock price trigger for debt conversion | 60.00% | ||||
Threshold consecutive trading days for debt conversion | 3 days | ||||
Terms of provisions in the event of default | The JSJ Convertible Note contains standard and customary events of default, including in the event we fail to timely file any and all reports due with the Securities and Exchange Commission. Upon the occurrence of an event of default, JSJ can demand that we immediately repay 150% of the outstanding balance of the JSJ Convertible Note together with accrued interest (and default interest, if any). | ||||
Terms of convertible debt covenant | Pursuant to the terms of the JSJ Convertible Note, JSJ agreed not to engage in any short sales or hedging transactions of our common stock. At no time may the JSJ Convertible Note be converted into shares of our common stock if such conversion would result in JSJ and its affiliates owning an aggregate of in excess of 4.99 9.99 61 | ||||
Convertible Debt [Member] | Typenex Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 1,005,000 | ||||
Interest rate | 10.00% | ||||
Debt Issuance Cost | $ 5,000 | ||||
Term of convertible debt | 20 months | ||||
Payment terms of convertible debt | Beginning on the date that is six ( 6 75,000 20 10 22 1,005,000 250,000 255,000 5,000 250,000 Investor Notes one 10 | ||||
Periodic principal payment | $ 75,000 | ||||
Terms of debt conversion | Beginning six ( 6 0.30 3 0.30 Market Price 40 60 5 0.10 three 3 10 20 | ||||
Debt conversion price per share | $ 0.30 | ||||
Threshold consecutive trading days for debt conversion | 3 days | ||||
Terms of convertible debt covenant | Typenex is prohibited from owning more than 4.99 10,000,000 9.99 | ||||
Convertible Debt [Member] | JMJ Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 900,000 | ||||
Interest rate | 10.00% | ||||
Long-term Debt, Gross | $ 385,000 | ||||
Terms of debt conversion | The JMJ Convertible Note (including principal and accrued interest and where applicable other fees) is convertible into our common stock, at any time, at the lesser of $ 0.75 65 35 two 20 10 5 4.99 | ||||
Debt conversion price per share | $ 0.75 | ||||
Threshold percentage of stock price trigger for debt conversion | 65.00% | ||||
Terms of provisions in the event of default | The JMJ Convertible Note provides for customary events of default including, our failure to timely make payments under the JMJ Convertible Note when due, our entry into bankruptcy proceedings, our failure to file reports with the SEC, our loss of DTC eligibility for our common stock, and the investor's loss of the ability to rely on Rule 144. Additionally, upon the occurrence of an event of default, as described in greater detail in the JMJ Convertible Note, and at the election of JMJ, we are required to pay JMJ, either (i) the amount then owed under the note divided by the applicable conversion price, on the date the default occurs or the default amount is demanded (whichever is lower), multiplied by the volume weighted average price on the date the default occurs or the default amount is demanded (whichever is higher), or (ii) 150 18 | ||||
Terms of convertible debt covenant | Until 180 40 160 | ||||
Convertible Debt [Member] | Vis Vires Group Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 254,000 | ||||
Interest rate | 8.00% | ||||
Debt Issuance Cost | $ 4,000 | ||||
Payment terms of convertible debt | The Vis Vires Convertible Note bears interest at the rate of 8 22 | ||||
Terms of debt conversion | The principal amount of the Vis Vires Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time following the 180 65 35 five ten 0.00009 three 2,000 | ||||
Threshold percentage of stock price trigger for debt conversion | 65.00% | ||||
Terms of convertible debt covenant | At no 9.99 180 108 133 |
Convertible and Other Notes P39
Convertible and Other Notes Payable (Schedule of Debt Maturities) (Details) | Oct. 31, 2015USD ($) |
Convertible and Other Notes Payable [Abstract] | |
2,015 | |
2,016 | $ 708,070 |
2,017 | $ 385,000 |
2,018 | |
2,019 | |
Thereafter | $ 255,000 |
Long-term Debt | $ 1,348,070 |
Convertible and Other Notes P40
Convertible and Other Notes Payable (Third Party Loan) (Details) - Third Party Loan [Member] - PowerUp Lending Group Loan [Member] | 1 Months Ended |
Oct. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |
Amount of loan outstanding | $ 150,000 |
Terms of loan | The October 2015 loan has a seven 202,500 147 1,378 30 85 31 90 90 . |
Duration of loan | 7 months |
Loan payable amount | $ 202,500 |
Daily payment amount | $ 1,378 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |
Nov. 30, 2015 | Oct. 31, 2015 | |
Third Party Loan [Member] | PowerUp Lending Group Loan [Member] | ||
Subsequent Event [Line Items] | ||
Amount of loan outstanding | $ 150,000 | |
Terms of loan | The October 2015 loan has a seven 202,500 147 1,378 30 85 31 90 90 . | |
Duration of loan | 7 months | |
Loan payable amount | $ 202,500 | |
Daily payment amount | $ 1,378 | |
Subscription Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Shares of common stock cancelled | 130,480 | |
Subscription Agreement [Member] | Third Party Loan [Member] | PowerUp Lending Group Loan [Member] | ||
Subsequent Event [Line Items] | ||
Amount of loan outstanding | $ 65,000 | |
Terms of loan | The November 2015 loan has a term of six 89,700 126 712 30 85 31 90 90 | |
Duration of loan | 6 months | |
Loan payable amount | $ 89,700 | |
Daily payment amount | $ 712 |