Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 30, 2014 | Jun. 16, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'JAMMIN JAVA CORP. | ' |
Trading Symbol | 'JAMN | ' |
Entity Central Index Key | '0001334586 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Apr-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 114,389,196 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2015 | ' |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Current Assets: | ' | ' |
Cash | $2,418,177 | $857,122 |
Accounts receivable, net | 1,476,563 | 1,085,947 |
Notes receivable - related party | 2,724 | 2,724 |
Inventory | 114,988 | 354,932 |
Prepaid expenses | 132,885 | 1,163,914 |
Other current assets | 48,519 | 41,430 |
Total Current Assets | 4,193,856 | 3,506,069 |
Property and equipment, net | 430,646 | 440,194 |
License agreement | 644,834 | 657,001 |
Intangible assets | 46,277 | 47,525 |
Other assets | 21,316 | 15,716 |
Goodwill | 88,162 | 88,162 |
Total Assets | 5,425,091 | 4,754,667 |
Current Liabilities: | ' | ' |
Accounts payable | 523,542 | 1,181,510 |
Payable to Ironridge in common shares | ' | 369,589 |
Accrued expenses | 106,711 | 123,856 |
Accrued royalty and other expenses - related party | 212,566 | 219,799 |
Notes payable | ' | 4,965 |
Total Current Liabilities | 842,819 | 1,899,719 |
Total Liabilities | 842,819 | 1,899,719 |
Stockholders' Equity: | ' | ' |
Common stock, $.001 par value, 5,112,861,525 shares authorized; 114,548,177 and 104,085,210 shares issued and outstanding, as of April 30, 2014 and January 31, 2014, respectively | 114,390 | 103,166 |
Additional paid-in capital | 20,143,919 | 16,514,630 |
Accumulated deficit | -15,676,037 | -13,762,848 |
Total Stockholders' Equity | 4,582,272 | 2,854,948 |
Total Liabilities and Stockholders' Equity | $5,425,091 | $4,754,667 |
CONDENSED_BALANCE_SHEETS_Unaud1
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Statement of Financial Position [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 | 114,548,177 | 104,085,210 |
Common stock, shares outstanding | 114,548,177 | 104,085,210 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue: | $2,141,037 | $846,181 |
Discounts and allowances | -19,916 | -29,132 |
Net revenue | 2,121,121 | 817,049 |
Cost of sales: | ' | ' |
Cost of sales products | 1,668,376 | 318,161 |
Total costs of sales | 1,668,376 | 318,161 |
Gross Profit | 452,745 | 498,888 |
Operating Expenses: | ' | ' |
Compensation and benefits | 1,132,148 | 275,157 |
Selling and marketing | 822,773 | 168,243 |
General and administrative | 780,600 | 369,772 |
Total operating expenses | 2,735,521 | 813,172 |
Other income (expense): | ' | ' |
Other income (expense) | 370,024 | 3,135 |
Interest expense | -437 | -107,498 |
Total other income (expense) | 369,587 | -104,363 |
Net Loss | ($1,913,189) | ($418,647) |
Net loss per share: | ' | ' |
Basic and diluted loss per share | ($0.02) | $0 |
Weighted average common shares outstanding - basic and diluted | 106,390,682 | 83,903,387 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($1,913,189) | ($418,647) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Common stock issued for services | 166,147 | 110,864 |
Common stock issued to Ironridge for debt extinguishment | ' | 28,837 |
Share-based employee compensation | 604,777 | 211,566 |
Depreciation | 22,637 | 1,877 |
Amortization of license agreement | 13,415 | 12,166 |
Amortization of debt discount and deferred financing | ' | 43,490 |
Changes in: | ' | ' |
Accounts receivable | -390,616 | -442,878 |
Inventory | 239,944 | ' |
Prepaid expenses and other current assets | 1,023,940 | 22,230 |
Other assets - long term | -5,600 | ' |
Accounts payable | -657,968 | -214,972 |
Accrued expenses | -17,145 | 45,557 |
Accrued expenses - related party | -7,233 | ' |
Bank Overdraft | ' | -8,931 |
Derivative liability | ' | -120,006 |
Net cash used in operating activities | -920,891 | -728,847 |
Cash Flows From Investing Activities: | ' | ' |
Purchases of property and equipment | -13,089 | -3,562 |
Investment in restricted cash | ' | 65,382 |
Net cash provided by (used in) investing activities | -13,089 | 61,820 |
Cash Flows From Financing Activities: | ' | ' |
Common stock issued for cash | 2,500,000 | ' |
Repayment on notes payable - related party | ' | 34,717 |
Advances from related parties | ' | 2,371 |
Repayment on promissory note, net of financing costs | ' | -350,000 |
Common Stock Issued to Ironridge for debt extinguishment | ' | 1,003,805 |
Financing on short term debt | -4,965 | 39,856 |
Net cash (used in) provided by financing activities | 2,495,035 | 730,749 |
Net change in cash | 1,561,055 | 63,722 |
Cash at beginning of period | 857,122 | ' |
Cash at end of period | 2,418,177 | 63,722 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | ' | 54,103 |
Non-Cash Transactions: | ' | ' |
Financed insurance policy | ' | 12,414 |
Extinguishment of debt for stock | $369,589 | $2,310,000 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [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, 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 | 3 Months Ended |
Apr. 30, 2014 | |
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 with 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. | |
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 April 30, 2014, the Company had $2,418,177 of cash equivalents. Additionally, no interest income was recognized for the three months ended April 30, 2014. | |
Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. | |
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. 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 terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at April 30, 2014 or January 31, 2014. Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. | |
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 April 30, 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 $22,637 and $1,877 for the three months ended April 30, 2014 and 2013, respectively. | |
Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. The license agreement is reviewed for impairment when 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 and its eventual disposition. 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 April 30, 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, management utilizes 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 measure 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 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. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to 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 equal net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share include 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 months ended April 30, 2014 and 2013, respectively. In addition, basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 17,260,000 outstanding options as of April 30, 2014. | |
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 | 3 Months Ended |
Apr. 30, 2014 | |
Going Concern And Liquidity | ' |
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 $1,913,189 for the three months ended April 30, 2014, and has an accumulated deficit since inception of $15,676,037. 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 | 3 Months Ended | |||||||
Apr. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Note 4 – Inventories | ||||||||
Inventories were comprised of: | ||||||||
April 30, | January 31, | |||||||
2014 | 2014 | |||||||
Finished Goods - Coffee | $ | 114,988 | $ | 354,932 | ||||
$ | 114,988 | $ | 354,932 |
Trademark_License_Agreements_a
Trademark License Agreements and Intangible Assets | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Trademark License Agreements and Intangible Assets | ' | ||||||||
Note 5 - Trademark License Agreements and Intangible Assets | |||||||||
April 30, | January 31, | ||||||||
2014 | 2014 | ||||||||
License Agreement | $ | 730,000 | $ | 730,000 | |||||
Intangible assets | 49,900 | 49,900 | |||||||
Accumulated amortization | (88,789 | ) | (75,374 | ) | |||||
Total Intangible assets, net | $ | 691,111 | $ | 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 April 30, | |||||||||
2014 | 2013 | ||||||||
License Agreement | $ | (12,166 | ) | $ | (12,166 | ) | |||
Intangible assets | (1,249 | ) | - | ||||||
Total Intangible Amortization Expense | $ | (13,415 | ) | $ | (12,166 | ) | |||
Years Ending January 31, | |||||||||
2015 | $ | 40,245 | |||||||
2016 | 53,659 | ||||||||
2017 | 53,659 | ||||||||
2018 | 53,659 | ||||||||
2019 | 53,659 | ||||||||
Thereafter | 436,230 | ||||||||
Total | $ | 691,111 |
Notes_Payable
Notes Payable | 3 Months Ended |
Apr. 30, 2014 | |
Debt Disclosure [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 | 3 Months Ended |
Apr. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 7 - Related Party Transactions | |
Transactions with Marley Coffee Ltd. | |
During the three months ended April 30, 2014 and 2013, the Company made purchases of $64,925 and $84,880, 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. |
Stockholders_Equity
Stockholders Equity | 3 Months Ended | |||||||||
Apr. 30, 2014 | ||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||
Stockholders Equity | ' | |||||||||
Note 8 – Stockholders' Equity | ||||||||||
Stock Sales: | ||||||||||
During the three months ended April 30, 2014, the Company entered into a Subscription Agreement with Mother Parkers, pursuant to which Mother Parkers purchased 7,333,529 units from the Company for $2.5 million, each unit consisting of one share of the Company’s common stock; and one warrant to purchase one share of common stock at $0.51135 per share for a term of three years. For further description of the transaction see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | ||||||||||
Share-based Compensation: | ||||||||||
Effective August 5, 2011, the Board of Directors approved and adopted the 2011 Equity Compensation Plan (the “2011 Equity Compensation Plan”). Pursuant to the 2011 Equity Compensation Plan, the Board of Directors (or a committee thereof) has the ability to award grants of incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2011 Equity Compensation Plan to the Company’s employees, officers, directors and consultants. A total of 20,000,000 shares of the Company’s common stock may be issued pursuant to awards under the 2011 Equity Compensation Plan. The shares issuable under the 2011 Equity Compensation Plan have not been registered with the Securities and Exchange Commission and the shareholders of the Company have not approved the 2011 Equity Compensation Plan. As of April 30, 2014, options to purchase 3,666,667 shares of common stock were outstanding under the 2011 Equity Compensation Plan. | ||||||||||
On October 14, 2012, the Board approved the 2012 Equity Compensation Plan, which was amended and restated on September 19, 2013 (as amended and restated, 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 April 30, 2014, 5,265,073 shares of common stock had been issued and options to purchase 5,400,000 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 April 30, 2014, options to purchase 7,860,000 shares of common stock had been issued under the 2013 Equity Compensation Plan. | ||||||||||
Additionally, 333,333 options were issued to a consultant outside of the Equity Compensation Plans described above. | ||||||||||
During the three months ended April 30, 2014 and 2013, the Company recognized share-based compensation expenses totaling $604,777 and $211,566, respectively. The remaining amount of unamortized stock option expense at April 30, 2014 was $3,241,613. | ||||||||||
The intrinsic value of exercisable and outstanding options at April 30, 2014 and 2013 was $488,333 and $540,000, respectively. | ||||||||||
Activity in stock options during the three month period ended April 30, 2014 and related balances outstanding as of that date are set forth below: | ||||||||||
Number of | Weighted Average | Weighted Average | ||||||||
Options | Exercise Price | Remaining Contract | ||||||||
Term (# years) | ||||||||||
Outstanding at February 1, 2014 | 17,260,000 | $ | 0.35 | 4.23 | ||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Forfeited and canceled | - | - | ||||||||
Outstanding at April 30, 2014 | 17,260,000 | $ | 0.35 | 3.98 | ||||||
Exercisable at April 30, 2014 | 6,050,000 | $ | 0.31 | 3.53 |
Settlement_of_Liabilities_with
Settlement of Liabilities with Ironridge | 3 Months Ended | ||
Apr. 30, 2014 | |||
Settlement Of Liabilities With Ironridge | ' | ||
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. | |||
Through April 30, 2014, the Company, in connection with the above transaction and true-up adjustments, recorded a small gain of approximately $30,000 on extinguishment of liabilities. For the three months ended April 30, 2013, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of liabilities in the amount of $128,836. The gain or loss 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 three months ended April 30, 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 April 30, 2014, the Company, in connection with the above Stipulation #3 transaction, recorded an estimated aggregate loss on extinguishment of liabilities in the amount of $1,368,670 which equaled the difference in the current fair value of the shares issued and the obligations assumed by Ironridge. Since inception of Stipulation #3, as the fair value of the Company’s stock has varied, the Company accumulated a liability for excess shares owed to Ironridge of $2,288,066. This liability was reduced by the issuance of an additional 4,524,079 common shares to Ironridge in November 2013 and 3,366,316 common shares to Ironridge on March 14, 2014. As of April 30, 2014 there are no additional shares owed to Ironridge. We note this amount will be adjusted each period until Calculation Period #3 has ended and the true-up is completed. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Apr. 30, 2014 | ||
Commitments and Contingencies Disclosure [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 April 30, 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: | ||
· | $7,858 per month from August 1, 2013 to July 31, 2014; | |
· | $8,172 per month from August 1, 2014 to July 31, 2015; and | |
· | $8,499 per month from August 1, 2015 to July 31, 2016. | |
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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 11 – 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. |
Business_Overview_and_Summary_1
Business Overview and Summary of Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Reclassifications | ' |
Reclassifications. Certain prior period amounts have been reclassified to conform with 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. | |
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 April 30, 2014, the Company had $2,418,177 of cash equivalents. Additionally, no interest income was recognized for the three months ended April 30, 2014. | |
Revenue Recognition | ' |
Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. | |
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. 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 terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at April 30, 2014 or January 31, 2014. Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. | |
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 April 30, 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 $22,637 and $1,877 for the three months ended April 30, 2014 and 2013, respectively. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. The license agreement is reviewed for impairment when 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 and its eventual disposition. 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 April 30, 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, management utilizes 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 measure 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 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. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to 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 equal net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share include 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 months ended April 30, 2014 and 2013, respectively. In addition, basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 17,260,000 outstanding options as of April 30, 2014. | |
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) | 3 Months Ended | |||||||
Apr. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of inventory | ' | |||||||
Inventories were comprised of: | ||||||||
April 30, | January 31, | |||||||
2014 | 2014 | |||||||
Finished Goods - Coffee | $ | 114,988 | $ | 354,932 | ||||
$ | 114,988 | $ | 354,932 |
Trademark_License_Agreements_a1
Trademark License Agreements and Intangible Assets (Tables) | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of license agreements | ' | ||||||||
April 30, | January 31, | ||||||||
2014 | 2014 | ||||||||
License Agreement | $ | 730,000 | $ | 730,000 | |||||
Intangible assets | 49,900 | 49,900 | |||||||
Accumulated amortization | (88,789 | ) | (75,374 | ) | |||||
Total Intangible assets, net | $ | 691,111 | $ | 704,526 | |||||
Schedule of amortization expense | ' | ||||||||
Amortization expense consists of the following: | |||||||||
Three Months Ended April 30, | |||||||||
2014 | 2013 | ||||||||
License Agreement | $ | (12,166 | ) | $ | (12,166 | ) | |||
Intangible assets | (1,249 | ) | - | ||||||
Total Intangible Amortization Expense | $ | (13,415 | ) | $ | (12,166 | ) | |||
Schedule of future amortization expense | ' | ||||||||
Years Ending January 31, | |||||||||
2015 | $ | 40,245 | |||||||
2016 | 53,659 | ||||||||
2017 | 53,659 | ||||||||
2018 | 53,659 | ||||||||
2019 | 53,659 | ||||||||
Thereafter | 436,230 | ||||||||
Total | $ | 691,111 |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 3 Months Ended | |||||||||
Apr. 30, 2014 | ||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||
Schedule of activity in stock options | ' | |||||||||
Activity in stock options during the three month period ended April 30, 2014 and related balances outstanding as of that date are set forth below: | ||||||||||
Number of | Weighted Average | Weighted Average | ||||||||
Options | Exercise Price | Remaining Contract | ||||||||
Term (# years) | ||||||||||
Outstanding at February 1, 2014 | 17,260,000 | $ | 0.35 | 4.23 | ||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Forfeited and canceled | - | - | ||||||||
Outstanding at April 30, 2014 | 17,260,000 | $ | 0.35 | 3.98 | ||||||
Exercisable at April 30, 2014 | 6,050,000 | $ | 0.31 | 3.53 |
Business_Overview_and_Summary_2
Business Overview and Summary of Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | |
Accounting Policies [Abstract] | ' | ' | ' |
Cash equivalents | $2,418,177 | $63,722 | $857,122 |
Useful livesof assets | '3 years | ' | ' |
Depreciation Expense | $22,637 | $1,877 | ' |
Going_Concern_and_Liquidity_De
Going Concern and Liquidity (Details Narrative) (USD $) | 3 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | |
Going Concern And Liquidity | ' | ' | ' |
Net Loss | ($1,913,189) | ($418,647) | ' |
Accumulated deficit | ($15,676,037) | ' | ($13,762,848) |
Inventories_Details
Inventories (Details) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Inventory Disclosure [Abstract] | ' | ' |
Finished Goods - Coffee | $114,988 | $354,932 |
[us-gaap:InventoryNet] | $114,988 | $354,932 |
Trademark_License_Agreements_a2
Trademark License Agreements and Intangible Assets (Details Narrative) | 3 Months Ended |
Apr. 30, 2014 | |
License Agreements [Member] | ' |
Amortization period | '15 years |
Intangible Assets [Member] | ' |
Amortization period | '10 years |
Trademark_License_Agreements_a3
Trademark License Agreements and Intangible Assets (Details) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
License Agreement | $730,000 | $730,000 |
Intangible assets | 49,900 | 49,900 |
Accumulated amortization | -88,789 | -75,374 |
Total Intangible assets, net | $691,111 | $704,526 |
Trademark_License_Agreements_a4
Trademark License Agreements and Intangible Assets (Details 1) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Intangible Amortization Expense | ($13,415) | ($12,166) |
License Agreements [Member] | ' | ' |
Intangible Amortization Expense | -12,166 | -12,166 |
Intangible Assets [Member] | ' | ' |
Intangible Amortization Expense | ($1,249) | ' |
Trademark_License_Agreements_a5
Trademark License Agreements and Intangible Assets (Details 2) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Years Ending January 31, | ' | ' |
2015 | $40,245 | ' |
2016 | 53,659 | ' |
2017 | 53,659 | ' |
2018 | 53,659 | ' |
2019 | 53,659 | ' |
Thereafter | 436,230 | ' |
Total Intangible assets, net | $691,111 | $704,526 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended |
Jun. 18, 2013 | Jul. 19, 2012 | |
Ironridge Transaction #1 Notes Payable [Member] | TCA Global Credit Master Fund LP [Member] | |
Revolving Note [Member] | ||
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 Narrative) (Marley Coffee Ltd - Rohan Marley (Member), USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Marley Coffee Ltd - Rohan Marley (Member) | ' | ' |
Purchase from related parties | $64,925 | $84,880 |
Chairman, ownership percentage | 25.00% | ' |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Units | ||
Units sold under subscription agreement | 7,333,529 | ' |
Proceeds from sale of units under subscription agreements | $2,500,000 | ' |
Number of shares in each unit | 1 | ' |
Number of warrants in each unit | 1 | ' |
Number of shares that can be purchased by exercise of a warrant | 1 | ' |
Warrant exercise price | 0.51135 | ' |
Warrant term | '3 years | ' |
Share-based employee compensation | 604,777 | 211,566 |
Remaining amount of unamortized stock option expense | 3,241,613 | ' |
Intrinsic value of stock options outstanding | $488,333 | $540,000 |
2011 Equity Compensation Plan [Member] | ' | ' |
Number of shares authorized under equity compensation plan | 20,000,000 | ' |
Shares available for grant | 3,666,667 | ' |
2012 Equity Compensation Plan [Member] | ' | ' |
Number of shares authorized under equity compensation plan | 12,000,000 | ' |
Shares of common stock granted | 5,265,073 | ' |
Options outstanding | 5,400,000 | ' |
2013 Equity Compensation Plan [Member] | ' | ' |
Number of shares authorized under equity compensation plan | 12,000,000 | ' |
Shares of common stock granted | 7,860,000 | ' |
Outside the Equity Compensation Plans [Member] | ' | ' |
Options outstanding | 333,333 | ' |
Stockholders_Equity_Details
Stockholders Equity (Details) (Compensation and Incentive Plans [Member], USD $) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jan. 31, 2014 | |
Compensation and Incentive Plans [Member] | ' | ' |
Number of shares: | ' | ' |
Outstanding, beginning | 17,260,000 | ' |
Outstanding, ending | 17,260,000 | 17,260,000 |
Exercisable | 6,050,000 | ' |
Weighted Average Exercise Price: | ' | ' |
Outstanding, beginning | $0.35 | ' |
Outstanding, ending | $0.35 | $0.35 |
Exercisable | $0.31 | ' |
Weighted Average Remaining Contractual Term: | ' | ' |
Weighted Average Remaining Contractual Term of Options outstanding | '3 years 11 months 23 days | '4 years 2 months 23 days |
Weighted Average Remaining Contractual Term of Options exercisable | '3 years 6 months 11 days | ' |
Settlement_of_Liabilities_with1
Settlement of Liabilities with Ironridge (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 14, 2014 | Nov. 30, 2013 | Apr. 30, 2014 | Jun. 18, 2013 | Apr. 30, 2013 | Mar. 06, 2013 | Sep. 12, 2013 | 24-May-13 | Apr. 30, 2014 | Jul. 26, 2013 | |
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 #3 [Member] | Ironridge Transaction #3 [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 | ' |
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 | ' | ' | ' |
Gain (Loss) on extinguishment of liabilities | ' | ' | 30,000 | ' | -128,836 | ' | ' | ' | -1,368,670 | ' |
Increase in payable to Ironridge in common shares | ' | ' | ' | ' | ' | ' | ' | ' | $2,288,066 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Monthly rental expense | $8,499 | $8,172 | $7,858 |