Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | May. 03, 2016 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | JAMMIN JAVA CORP. | ||
Entity Central Index Key | 1,334,586 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 24,948,964 | ||
Entity Common Stock, Shares Outstanding | 130,134,439 | ||
Entity Common Stock, Shares to be issued | 250,000 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 231,021 | $ 443,189 |
Accounts receivable, net | 1,415,559 | 1,154,252 |
Inventory | 197,581 | |
Prepaid expenses | 30,171 | 18,986 |
Other current assets | 8,000 | 3,784 |
Total Current Assets | 1,684,751 | 1,817,792 |
Property and equipment, net | 187,838 | 381,248 |
Intangible assets, net | 593,325 | 734,753 |
Other assets | 23,567 | 23,567 |
Total Assets | 2,489,481 | 2,957,360 |
Current Liabilities: | ||
Accounts payable | 3,527,083 | 2,492,900 |
Accrued expenses | 497,431 | 477,229 |
Accrued royalty and other expenses - related party | 84,174 | $ 81,078 |
Convertible notes payable, net of discounts | 1,029,558 | |
Conversion feature - derivative liability | 778,951 | |
Total Current Liabilities | 5,917,197 | $ 3,051,207 |
Total Liabilities | $ 5,917,197 | $ 3,051,207 |
Commitments & Contingencies | ||
Stockholders' Equity (Deficit): | ||
Common stock, $.001 par value, 5,112,861,525 shares authorized; 126,455,312 and 124,691,748 shares issued and outstanding, as of January 31,2016 and January 31, 2015, respectively | $ 126,455 | $ 124,692 |
Additional paid-in-capital | 25,691,579 | 23,825,294 |
Accumulated deficit | (29,245,750) | (24,043,833) |
Total Stockholders' Deficit | (3,427,716) | (93,847) |
Total Liabilities and Stockholders' Deficit | $ 2,489,481 | $ 2,957,360 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2016 | Jan. 31, 2015 |
Statement of Financial Position [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 | 126,455,312 | 124,691,748 |
Common stock, shares outstanding | 126,455,312 | 124,691,748 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Revenue: | ||
Revenue | $ 12,312,620 | $ 9,569,791 |
Discounts and allowances | (1,114,015) | (668,424) |
Net revenue | 11,198,605 | 8,901,367 |
Cost of sales: | ||
Cost of sales products | 8,025,368 | 6,955,321 |
Total cost of sales | 8,025,368 | 6,955,321 |
Gross Profit | 3,173,237 | 1,946,046 |
Operating Expenses: | ||
Compensation and benefits | 3,708,352 | 4,465,889 |
Selling and marketing | 2,688,117 | 3,150,274 |
General and administrative | 1,594,808 | 2,807,296 |
Total operating expenses | 7,991,277 | 10,423,459 |
Other expense: | ||
Other expense | $ (225,783) | |
Loss on extinguishment of debt | (1,799,543) | |
Changes in fair value of derivative liability | $ (7,796) | |
Interest expense | (150,298) | (4,029) |
Total other expense | (383,877) | (1,803,572) |
Net Loss | $ (5,201,917) | $ (10,280,985) |
Net loss per share: | ||
Basic and diluted loss per share | $ (0.04) | $ (0.09) |
Weighted average common shares outstanding - basic and diluted | 125,504,494 | 120,201,082 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (5,201,917) | $ (10,280,985) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 204,284 | 427,442 |
Shared-based employee compensation | 1,713,764 | 1,864,995 |
Depreciation | 176,884 | 115,372 |
Provision for bad debts | 100,000 | |
Amortization of intangible assets | 111,773 | 57,935 |
Gain on sale of business | (37,463) | |
Changes in fair value of derivative liability | 7,796 | |
Loss on settlement of liabilities | 1,957,312 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (311,307) | (68,305) |
Notes receivable - related party | 2,724 | |
Inventory | 197,581 | 157,351 |
Prepaid expenses and other current assets | (15,401) | 1,182,574 |
Other assets - long term | (7,851) | |
Accounts payable | 1,034,183 | 1,311,390 |
Accrued expenses | 20,202 | 353,373 |
Accrued royalty and other expenses - related party | 3,096 | (138,721) |
Net cash used in operating activities | (2,096,525) | (2,965,394) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (46,181) | |
Sales of property and equipment | 129,825 | 56,426 |
Net cash provided by (used in) investing activities | $ 83,644 | 56,426 |
Cash Flows From Financing Activities: | ||
Common stock issued for cash | 2,500,000 | |
Borrowings on short term debt | $ 1,800,713 | (4,965) |
Net cash provided by financing activities | 1,800,713 | 2,495,035 |
Net change in cash and cash equivalents | (212,168) | (413,933) |
Cash and cash equivalents at beginning of period | 443,189 | 857,122 |
Cash and cash equivalents at end of period | 231,021 | 443,189 |
Non-Cash Transactions: | ||
Extinguishment of debt for stock | $ 2,539,753 | |
Interest expense | $ 4,400 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Common Stock Shares To Be Issued [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | |
Begining Balance at Jan. 31, 2014 | $ 103,166 | $ 16,514,630 | $ (13,762,848) | $ 2,854,948 | ||
Begining Balance, Shares at Jan. 31, 2014 | 104,085,210 | 208,039 | ||||
Issuance of common stock for services | $ 1,764 | 425,678 | 427,442 | |||
Issuance of common stock for services, shares | 1,764,356 | |||||
Issuance of common stock for cash | $ 7,334 | 2,492,666 | 2,500,000 | |||
Issuance of common stock for cash, shares | 7,333,529 | |||||
Shares issued to Ironridge | $ 12,220 | 2,527,533 | 2,539,753 | |||
Shares issued to Ironridge, shares | 12,219,871 | |||||
Shares to be issued to Black Rock Beverage | $ 158 | (158) | ||||
Shares to be issued to Black Rock Beverage, shares | 158,039 | (158,039) | ||||
Exercise of stock options | $ 50 | (50) | ||||
Exercise of stock options, shares | 50,000 | (50,000) | ||||
Stock based compensation | 1,864,995 | 1,864,995 | ||||
Shares issued subsequently rescinded, shares | [1] | (919,257) | ||||
Net loss | (10,280,985) | (10,280,985) | ||||
Ending Balance at Jan. 31, 2015 | $ 124,692 | 23,825,294 | (24,043,833) | (93,847) | ||
Ending Balance Shares at Jan. 31, 2015 | 124,691,748 | |||||
Issuance of common stock for services | $ 1,894 | 202,390 | 204,284 | |||
Issuance of common stock for services, shares | 1,894,044 | |||||
Stock based compensation | 1,713,764 | 1,713,764 | ||||
Net loss | (5,201,917) | (5,201,917) | ||||
Retirement of common stock for accounts receivable | $ (131) | (49,869) | (50,000) | |||
Retirement of common stock for accounts receivable, shares | (130,480) | |||||
Ending Balance at Jan. 31, 2016 | $ 126,455 | $ 25,691,579 | $ (29,245,750) | $ (3,427,716) | ||
Ending Balance Shares at Jan. 31, 2016 | 126,455,312 | |||||
[1] | Shares were issued as consideration for a consulting agreement that was subsequently rescinded and the shares were returned in March 2014. No amount has been been recorded related to common stock or additional paid-in capital for these shares due to the rescission. |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Jammin Java Corp. (the Company or Jammin Java), operates as a United States (U.S.) based company providing premium roasted coffee on a wholesale level to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Through the use of our roaster distributor relationships, we have the exclusive right to manufacture and market our coffee lines to gourmet, natural and independent grocery markets in the U.S., Canada, Mexico and the Caribbean and the non-exclusive right worldwide. As used herein, the terms we, us, our, Jammin Java and Company mean Jammin Java Corp., unless otherwise indicated. All dollar amounts in these financial statements are in U.S. dollars unless otherwise stated. Summary of Significant Accounting Policies. Basis of Presentation. The Company has incurred net losses of $5,201,917 and $10,280,985 for the years ended January 31, 2016 and 2015, respectively and has an accumulated deficit of $29,245,750 at January 31, 2016. In addition to the Companys recent history of losses, the Company has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Further, the operations of the Company have primarily been funded by the issuance of common stock and debt. In order for us to conduct our business for the next twelve months and to continue operations thereafter and be able to discharge our liabilities and commitments in the normal course of business, we must increase sales, reduce operating expenses, and potentially raise additional funds, through either debt and/or equity financing to meet our working capital needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations. The Companys 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 Companys product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships. The Company has reached a settlement in principle with the Commission to settle the claims made by the Commission, which has not yet been formally approved or accepted by the Commission to date, and may not be approved or accepted. In the event the Company were to have to pay significant legal fees to defend itself against the allegations made in the complaint or pay significant fines or disgorgement in the matter, and the Company was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection, all of which could lead to the value of the Companys common stock declining in value or becoming worthless. Pursuant to the terms and conditions of the FSHR License Agreement, FSHR can terminate that agreement under certain circumstances, subject where applicable and as described in the agreement, our right to cure such breaches and other events, including: in the event the Securities and Exchange Commission or any similar government agency in any country, territory or possession makes any negative or unlawful finding regarding our activities. Notwithstanding our categorical denial of the allegations made in the SECs November 2015 complaint, as discussed below under Part I Item 2. Legal Proceedings negative or unlawful finding regarding our activities negative or unlawful finding regarding our activities The termination of the FSHR License Agreement would have a material adverse effect on our results of operations and assets, could force us to scale back and/or abandon our business operations, or force us to seek bankruptcy protection and could cause the value of our common stock to decline in value or become worthless. As weve stated above, none of the officers in the Company have been named in the SEC suit and we believe that we will be found innocent of the charges alleged. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which our net assets are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not reflect any adjustments related to the outcome of this uncertainty. Reclassifications. Use of Estimates. Fair Value Matters The Company has adopted a single definition of fair value, a framework for measuring fair value, and providing expanded disclosures concerning fair value whereby estimated fair value is the price to be paid for an asset or the amount to settle a liability in an orderly transaction between market participants at the measurement date. Accordingly, fair value is a market-based measurement and not an entity-specific measurement. The Company utilizes the following hierarchy in fair value measurements: · Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. · Level 2 Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. · Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. Other than derivative instruments, the Company had no assets or liabilities carried at fair value on a non-recurring basis as of and for the years ended January 31, 2016 and 2015. Cash and Cash Equivalents Concentrations of Credit Risk. 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. Inventories. Acquisition of BlackRock Beverage Services, Inc. and Bike Caffe Franchising Inc. The results of BikeCaffe operations are included in the accompanying statements of operations from the date of acquisition. The net assets acquired were recorded at their fair values at the date of acquisition, as summarized in the following table: Bike Caffe Franchising, Inc. Tangible Assets Acquired Current Assets WIP & Inventory $ 75,656 Fixed Assets - Property and Equipment, net 7,400 Total Tangible Assets $ 83,056 Intangible Assets Acquired Customer Base 15,000 Trade-Name/Marks 20,800 Non-Compete 14,100 Total Intangible Assets Acquired $ 49,900 Goodwill 7,044 Total Consideration Paid $ 140,000 The Company sold Black Rock Beverages, LLC ( BRB Property and Equipment. Our property and equipment is summarized as follows: January 31, January 31, Equipment $ 205,548 $ 242,385 Computers 67,545 67,545 Furniture 66,507 75,851 Leasehold improvements 151,373 151,373 490,973 537,154 Less Accumulated depreciation 303,135 155,906 $ 187,838 $ 381,248 Depreciation expense was $176,884 and $115,372 for the years ended January 31, 2016 and 2015, respectively. 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 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 Derivative Liabilities. We evaluate derivative instruments to properly classify such instruments within stockholders' equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each balance sheet date. If the classification changes as a result 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. During fiscal 2016, we adopted the guidance, as codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock Fair Value Measurements We follow FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), in connection with assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition. The guidance applies to our derivative liabilities. We had no assets or liabilities measured at fair value on a non-recurring basis for any period reported. ASC 820 requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. We measure the fair value of applicable financial and non-financial assets based on the following fair value hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The fair value of our recorded derivative liabilities is determined based on unobservable inputs that are not corroborated by market data, which is a Level 3 classification. We record derivative liabilities on our balance sheet at fair value with changes in fair value recorded in our consolidated statements of operations. The hierarchy noted above requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. There were no transfers between Level 1, Level 2 and/or Level 3 during fiscal 2016. Our fair value measurements at the January 31, 2016 reporting date are classified based on the valuation technique level noted in the table below: The following table presents the estimated fair value of financial liabilities measured at estimated fair value on a recurring basis included in the Companys financial statements as of January 31, 2016: Level 1 Level 2 Level 3 Total carrying value Quoted market prices in active markets Internal Models with significant observable market parameters Internal models with significant unobservable market parameters Derivative liabilities $ 778,951 $ $ $ 778,951 Significant Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 Leases (Topic 842) FASB ASU 2014-09 Revenue from Contracts with Customers (Topic 606), or ASU 2014-09 Subsequent Events. |
INVENTORY
INVENTORY | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 2 INVENTORY Inventories were comprised of: January 31, January 31, 2015 Finished Goods - Coffee $ $ 197,581 $ $ 197,581 |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Jan. 31, 2016 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 3 RECEIVABLES Receivables were comprised of: January 31, January 31, Grocery retail clients $ 1,159,120 $ 596,249 International 220,131 172,705 Online clients 3,856 15,718 Other foodservice clients 19,681 96,135 Licensing - related party 83,939 373,445 Allowance for doubtful accounts (71,168 ) (100,000 ) $ 1,415,559 $ 1,154,252 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Jan. 31, 2016 | |
Trademark License Agreements and Intangible Assets [Abstract] | |
LICENSE AGREEMENTS | NOTE 4 LICENSE AGREEMENTS On March 31, 2010, the Company obtained a sub-license agreement (the Agreement) with Marley Coffee, LLC (MCL), a private limited liability company of which Rohan Marley, a Director of the Company, and his family have a combined controlling interest as more fully described below. 2010 MCL Trademark License Agreement Fifty-Six Hope Road Music Limited, a Bahamas international business company (Fifty-Six Hope Road) owns and controls the intellectual property rights, including the Marley Coffee trademarks relating to the late reggae performer, Robert Nesta Marley, professionally known as Bob Marley (the Trademarks). On March 31, 2010, Fifty-Six Hope Road and MCL entered into an agreement which granted to MCL the exclusive, oral, terminable license to use the Trademarks and granted to the Company an exclusive, terminable, sublicense to use the Trademark. On March 31, 2010, MCL entered into the Agreement with the Company, effective March 30, 2010, pursuant to which it sublicensed the use of the Trademarks to the Company (the MCL Trademarks License Agreement). Rohan Marley, a director of the Company, also serves as the managing member of MCL and is the beneficial owner of one-third of MCLs membership interests. The consideration for the MCL Trademarks License Agreement was as follows: (1) The Company entered into an Asset Purchase Agreement to sell all its interests in its Branding Development and Business Plan Development to MCL; (2) The Company assigned the Farm Lease Agreement that it had previously entered into with Rohan Marley relating to farm land located in Jamaica and all of the related leasehold improvements to MCL; and (3) The Company agreed to issue to MCL 10 million shares of the Companys common stock as follows: · 1 million shares upon the execution of the MCL Trademark License Agreement on March 31, 2010; and; · 1 million shares on each anniversary of the execution of the MCL Trademark License Agreement for the following nine years through March 31, 2019. In accordance with FASB ASC 505-25- Share-Based payments to Non Employees, management recorded the transaction based on the estimated fair value of the perpetual license at the measurement date of March 31, 2010 totaling $766,000, (the date when the Trademarks and its underlying rights were granted to the Company and when MCLs performance was completed). On August 5, 2011, the parties expanded the scope of the MCL Trademarks License Agreement in favor of the Company by an amendment in consideration for the Company assuming $126,000 in additional obligations of MCL. As part of the Agreement, the Company had issued 2,000,000 shares of its common stock. On September 13, 2012, the MCL Agreement was replaced and superseded with the 2012 Trademarks License Agreement with Fifty-Six Hope Road more fully described below. The MCL Termination Agreement provided that all of the Companys obligations under the MCL Agreement were terminated except for the Companys obligations to: (i) issue to MCL the 1 million shares of its common stock which were due to MCL on March 31, 2012 (which obligation has since been forgiven); and (ii) repay its remaining outstanding debt obligation of $19,715 in monthly installments, the final installment of which was paid in February 2013. 2012 Trademarks License Agreement On September 13, 2012, the Company entered into a new trademark license agreement with Fifty-Six Hope Road which superseded and replaced the MCL Trademarks License Agreement (the 2012 Trademarks License Agreement), with an effective date of August 7, 2012. Pursuant to the 2012 Trademarks License Agreement, Fifty-Six Hope Road granted to the Company a worldwide, exclusive, non-transferable license to utilize the Trademarks in connection with (i) the manufacturing, advertising, promotion, sale, offering for sale and distribution of coffee in all its forms and derivations, regardless of portions sizes or packaging (the Exclusive Licensed Products) and (ii) coffee roasting services, coffee production services and coffee sales, supply, distribution and support services, provided however that the Company may not open retail coffee houses under the Trademarks. In addition, Fifty Six Hope Road granted the Company the right to use the Trademarks on advertising and promotional materials that pertain solely to the sale of coffee cups, coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso and/or cappuccino, grinders, water treatment products, tea products, chocolate products, and ready-to-use (instant) coffee products (the Non-Exclusive Licensed Products, and together with the Exclusive Licensed Products, the Licensed Products). The Licensed Products may be sold by the Company pursuant to the 2012 Trademarks License Agreement through all channels of distribution, provided that, subject to certain exceptions, the Company cannot sell the Licensed Products by direct marketing methods (other than the Companys website), including television, infomercials or direct mail without the prior written consent of Fifty-Six Hope Road. The 2012 Trademarks License Agreement has a 15 year term and provides two renewal periods of 15 years at the discretion of the Company. In return, the Company agreed to pay royalties to Fifty-Six Hope Road in an amount equal to 3% of the net sales of all Licensed Products. In addition, such royalty payments are to be deferred during the first 20 months of the term of the 2012 Trademarks License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter. The total owed to Fifty-Six Hope Road is $264,670 at January 31, 2016. In connection with the termination and replacement, the Company recorded an impairment of license agreement assets totaling $36,000 and amortization expense totaling $24,333 for the year ended January 31, 2013. No impairment was recorded for the year ended January 31, 2016 and amortization expense was $48,666 and $48,667 for the years ended January 31, 2016 and 2015, respectively. License agreement, net consists of the following: January 31, 2016 2015 License Agreement $ 730,000 $ 730,000 Accumulated amortization (170,332 ) (121,666 ) License Agreement, net $ 559,668 $ 608,334 The license agreement net balance is included in intangible assets on the balance sheets. The amortization period is fifteen years. Amortization expense consists of the following: Years Ended January 31, 2016 2015 License Agreement $ (48,666 ) $ (48,667 ) Total License Agreement Amortization Expense $ (48,666 ) $ (48,667 ) As of January 31, 2016, the remaining useful life of the Companys license agreement was approximately 11.5 years. The following table shows the estimated amortization expense for such assets for each of the five succeeding fiscal years and thereafter. Years Ending January 31, 2017 $ 46,292 2018 46,292 2019 46,292 2020 46,292 2021 46,292 Thereafter 328,208 Total $ 559,668 |
SALE OF DIVISION
SALE OF DIVISION | 12 Months Ended |
Jan. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SALE OF DIVISION | NOTE 5 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 Sale Agreement July 15, 2015), |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Jan. 31, 2016 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 6 PREPAID EXPENSES Prepaid expenses are comprised of the following: January 31, 2016 January 31, 2015 Prepaid consulting services $ 15,721 $ Prepaid administrative fees 14,450 18,986 Total $ 30,171 $ 18,986 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 RELATED PARTY TRANSACTIONS Marley Coffee, Ltd.; Other Related Parties As of January 31, 2016 and 2015, respectively there are licensing fees accrued and payable of $260,496 and $265,960 to Fifty-Six Hope Road, for the license to use of the name Marley Coffee. From inception to January 31, 2016, the Company has incurred royalties of $689,194 to Fifty-Six Hope Road. During the years ended January 31, 2016 and 2015, the Company made purchases of $602,191 and $764,598, 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 Companys Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC. The Company also received $97,796 and $34,348 in rebates from MC during the years ended January 31, 2016 and 2015, respectively, on the Jamaican green coffee purchased. There were no rebates in the prior year. From our inception in 2011 to January 31, 2016, the Company has made purchases of $2,938,886 after credits and rebates from MC. The Company directs these purchases to third-party roasters for fulfillment of sales orders. MC was created in order to have a license to buy and sell Jamaican Blue Mountain (JBM) Coffee. We buy JBM coffee at the most favorable market rate in the market. For the majority of transactions, we buy raw unroasted beans from MC and then resell them to customers around the world. From time to time, it is more economically favorable for the Company to allow MC to sell to our customers directly and then receive a rebate. The Company directs these purchases to third-party roasters for fulfillment of sales orders. 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 years ended January 31, 2016 and 2015, the Company made purchases of $11,833 and $40,798, respectively, from House of Marley. House of Marley produces headphones and speakers that the Company uses for promotions and trade shows. During the years ended January 31, 2016 and 2015, the Company made purchases of $6,411 and $47, respectively from Zion Rootswear. For the years ended January 31, 2016 and 2015, the Company has made purchases of $0 and $278 from Tuff Gong International. The purchases from Tuff Gong International and Zion Rootswear were for Bob Marley apparel and gifts that were used for marketing and promotions purposes. The Company has made sales to related parties for the period ending January 31, 2016 of $1,408 to Island Records, $860 to Delivery Agent (for product that is sold on the Bob Marley Website) and $539 to Zion Rootswear. For the year ending January 31, 2015 the Company has made sales to the following related parties $3,780 to Homemedics, $1,980 to Zion Rootswear, and $646 to Bravado International. All of the companies above are licensees of Hope Road Merchandising, LLC, a company in which Rohan Marley is a beneficiary. During the years ended January 31, 2016 and 2015, the Company paid Rohan Marley Enterprises and Rohan Marley $178,875 and $211,454, respectively, for directors consulting fees, stock salary and bonus and expense reimbursements. The January 31, 2016 total included $164,399 in cash payments and $14,476 in accrued directors fees paid in February 2016. The January 31, 2015 total included $161,454 in cash payments and $50,000 in stock bonus paid. The Company has paid Rohan Marley Enterprises $385,439 and Rohan Marley $106,335 for a total of $491,774 from inception to January 31, 2016, for directors fees and expense reimbursements. Rohan Marley Enterprises is the personal S-Corporation of Rohan Marley which he uses to record all of his business transactions. The total paid to Marley and Plant in prior years was $7,500 in December 2013 for improvements on the Marley Farm. The total owed to Mother Parker at January 31, 2016 is $2,053,298 and at January 31, 2015 $1,675,102 was due to Mother Parkers for coffee purchases. The total accounts receivable due from Mother Parkers as of January 31, 2016 and 2015 is $318,934 and $323,326. During the years ended January 31, 2016 and 2015, the Company paid Sondra Toevs $7,242 and $18,416, respectively and Ellie Toevs $4,431 and $6,231, respectively, for part-time employment. Sondra Toevs is the wife of the CEO, Brent Toevs, and Ellie Toevs is the daughter of Mr. Toevs. |
CONVERTIBLE AND OTHER NOTES PAY
CONVERTIBLE AND OTHER NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE AND OTHER NOTES PAYABLE | NOTE 8 CONVERTIBLE AND OTHER NOTES PAYABLE Convertible and Other Notes Payable are as follows: Commitment Outstanding as of Available Interest Maturity Colorado Medical Finance Services, LLC * $ 500,000 $ 141,900 $ 358,100 17.50 % Sep-16 JSJ 275,000 275,000 12 % Mar-16 Typenex 1,005,000 255,000 750,000 10 % Apr-22 JMJ 900,000 385,000 515,000 10 % Sep-17 Vis Vires 250,000 254,000 8 % Jun-16 *Line of Credit. Refer to Note 15 for subsequent event developments of JSJ and Typenex notes. 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. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or coffee goods and services, at the option of the lender, with our consent. The line of credit expires, and all amounts are due under the line of credit on September 26, 2016. The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default. Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates. As of January 31, 2016, the Company had borrowed a total of $250,000 under the Line of Credit. As of January 31, 2016 there was $162,347 outstanding which included $141,900 in principle and $20,448 in interest due. The payments to this line of credit have been made on a month basis. Convertible Note with JSJ Investments Inc. On September 9, 2015, we entered into a 12% Convertible Note to JSJ Investments Inc. (JSJ and the JSJ Convertible Note) in the amount of $275,000. Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum (18% upon an event of default). The JSJ Convertible Note is payable by us on demand by JSJ at any time after March 6, 2016. We have the right to repay the JSJ Convertible Note (a) for an amount equal to 135% of the then balance of such note until the 180th day following the date of the note, and (b) for an amount equal to 150% of the balance of such note subsequent to the maturity date (provided the holder consents to such payment after maturity). The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Companys common stock at any time. The conversion price of the JSJ Convertible Note is 60% (a 40% discount) to the third lowest intra-day trading price of the Companys common stock during the 10 trading days prior to any conversion date of the note. In the event we do not issue the holder any shares due in connection with a conversion within three business days, we are required to issue the holder additional shares equal to 25% of the conversion amount, and an additional 25% of such shares for each additional five business days beyond such fourth business day that such failure continues. In the event we do not have a sufficient number of authorized but unissued shares of common stock to allow for the conversion of the note, the discount rate (40%) is increased by an additional 5%. In connection with the issuance of the note, we agreed to pay $5,000 of JSJs legal fees. 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% of the then outstanding shares of our common stock, provided such percentage may be increased by JSJ to up to increases to 9.99% upon not less than 61 days prior written notice to us. 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), the Company entered into a Securities Purchase Agreement dated September 14, 2015 (the Typenex SPA) with Typenex Co-Investment, LLC (Typenex). Pursuant to the Typenex SPA, the Company issued to Typenex a convertible promissory note (the Typenex Note) in the principal amount of $1,005,000, deliverable in four tranches as described below. The Typenex Note has a term of 20 months and an interest rate of 10% per annum (22% upon an event of default). The gross proceeds to the Company from the Typenex Note were $1,005,000, in the form of: (a) an initial tranche of $250,000 in cash (gross proceeds of $255,000, less $5,000 in expense reimbursements), and (b) three promissory notes of $250,000 each (collectively, the Investor Notes). Typenex may elect, in its sole discretion, to fund one or more of the Investor Notes. Absent such an election by Typenex, the Investor Notes will not result in cash proceeds to, or an obligation to repay on the part of, the Company. Each of the Investor Notes accrue interest at the rate of 10% per annum until paid (provided that all amounts due under the Investor Notes may be offset against amounts we owe Typenex in Typenexs sole discretion), and as such, we do not anticipate owing any interest on the Investor Notes until such notes are funded by Typenex. Each of the Investor Notes are secured by a Membership Interest Pledge Agreement entered into by Typenex for our benefit. Beginning on the date that is six (6) months after the Closing Date and on the same day of each month thereafter until the maturity date, so long as any amount is outstanding under the Typenex Note, the Company is required to pay to Typenex installments of principal equal to $75,000 (or such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Payments of each installment amount may be made in cash, subject to the terms of the note. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock as described below. Beginning six (6) months after the Closing Date, Typenex may convert the balance of the Typenex Note, or any installment or portion thereof, utilizing the conversion price calculation set forth below. Generally, the conversion price will be $0.30 per share; however, in the event the Companys market capitalization falls below $3 million, then the conversion price is the lower of (a) $0.30 per share, and (b) the Market Price. The Market Price is calculated by applying a discount of 40% (provided that under certain events the discount may be reduced to up to 60%, upon the occurrence of certain events (with a reduction of 5% per event) such as the value of common stock (as calculated in the note) declining below $0.10 per share; the Company not being Deposit/Withdrawal At Custodian DWAC eligible; the Companys common stock not being DTC eligible; or the occurrence of any major default (as described in the note)), to the average of the three (3) lowest intra-day trading prices of the Companys common stock during the ten (10) trading days immediately preceding the applicable conversion. The Company may also elect to make payment of installments in the form of equity on substantially the same terms, subject to the terms and conditions of the Typenex Note, and Typenexs right in certain cases to require a certain portion of such payment to be paid in cash or stock. Additionally, 20 days after shares issued upon redemption of the note are eligible to be freely traded by Typenex (as described in the note), there is a required true up, whereby Typenex is required to be issued additional shares in the event the trading price of the Companys common stock has declined from the time of original issuance to the date such shares are free trading as described in the Typenex Note. The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35% prepayment penalty during the first six months the note is outstanding and 50% thereafter. 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 trading days. 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% of the Companys outstanding shares, pursuant to the Typenex Note, unless the market capitalization of the Companys common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Companys outstanding shares. 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 stock. As of January 31, 2016, 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) a Convertible Promissory Note in the principal amount of up to $900,000 (the JMJ Convertible Note). The initial amount received in connection with the sale of the JMJ Convertible Note was $350,000, and a total of $385,000 is currently due under the JMJ Convertible Note (not including the interest charge described below), as all amounts borrowed under the note include a 10% original issue discount. Moving forward, JMJ may loan us additional funds (up to $900,000 in aggregate) at our request, provided that JMJ has the right in its sole discretion to approve any future request for additional funding. Each advance under the JMJ Convertible Note is due two years from the date of such advance, with the amount initially funded under the note due on September 16, 2017. 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 per share or 65% (a 35% discount) of the two lowest closing prices of our common stock in the 20 trading days prior to the date of any conversion, provided that if we are not DWAC eligible at the time of any conversion an additional 10% discount applies, and in the event our common stock is not DTC eligible at the time of any conversion, an additional 5% discount applies. The JMJ Convertible Note provides that unless we and JMJ agree in writing, JMJ is not eligible to convert any amount of the note into common stock which would result in JMJ owning more than 4.99% of our common stock. A one-time interest charge of 12% was applied to the principal amount of the note, which remains payable regardless of the repayment (or conversion) date of the note. Until 180 days after the date of the note, we are able to prepay the note assuming we prepay all outstanding principal together with a penalty of 40% of such amount, interest, fees, liquidated damages (if any), and the original issuance discount due thereon; and after 160 days, we are not able to prepay the note without JMJs written approval. We agreed that we would reserve 25 million shares of common stock for conversion of the note. In the event we fail to deliver shares within four days of the date of any conversion by JMJ, we are required to pay JMJ $2,000 per day in penalties. 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 investors 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% of the principal amount of the note, plus all of the unpaid interest, fees, liquidated damages (if any) and other amounts due. Any amount not paid when due accrues interest at the rate of 18% per annum until paid in full. JMJ is not required to provide us any written notice in order to accelerate the amounts owed under the JMJ Convertible Note in the event of the occurrence of an event of default. For so long as the JMJ Convertible Note is outstanding JMJ agreed not to effect any short sales of our common stock. 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 sold Vis Vires Group, Inc. (Vis Vires) a Convertible Promissory Note (with an issuance date of September 9, 2015) in the principal amount of $254,000 (the Vis Vires Convertible Note), pursuant to a Securities Purchase Agreement, dated September 9, 2015. The Vis Vires Convertible Note bears interest at the rate of 8% per annum (22% upon an event of default) and is due and payable on June 11, 2016. The Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to repay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note. 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 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note, including an exemption for persons with whom the Company was in discussions regarding an investment at the time the Vis Vires Convertible Note was entered into and officer and employee issuances/grants. At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. The Vis Vires Convertible Note also contains customary positive and negative covenants. We paid $4,000 of Vis Viress attorneys fees in connection with the sale of the Vis Vires Convertible Note. 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 January 31, 2016, which consist of convertible instruments and rights to shares of the Companys common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. Conversion feature-derivative liability totaled $778,951 at January 31, 2016. Refer to Note 1 for more detail. Debt Maturity Schedule The following table summarizes the Companys annual principal maturities of debt for the five years subsequent to December 31, 2016: Year ended December 31, 2016 $ 670,900 2017 385,000 2018 2019 2020 Thereafter 255,000 $ 1,310,900 Debt, net of discounts at January 31, 2016 totaled $1,029,558, which consists of total borrowings and accrued interest of $1,613,666 reduced by $584,108 in related discounts Third Party Loan In October 2015, we borrowed $150,000 from a third-party lender. The October 2015 loan has a seven-month term, a total payback amount of $202,500 and is payable by way of 147 daily payments of $1,378. In November 2015, we borrowed $65,000 from the same lender. The November 2015 loan has a term of six months, a total payable amount of $89,700 and is payable by way of 126 daily payments of $712. In January 2016, we borrowed $220,000 from the same lender (of which $91,887.70 was new lending and $128,112.30 was used to repay the balance on the October 2015 loan). The January 2016 loan has a term of ten months, a total payback amount of $290,400 and is payable by way of 210 daily payments of $1,383. There was $215,173 outstanding as of January 31, 2016. In February 2016, we borrowed $100,000 from the same lender which has a six-month term, a total payback amount of $130,000 and is payable by way of 126 daily payments of $1,032. In April 2016, we borrowed $115,000 from the same lender (of which $90,000 was new lending and the remainder was used to pay back the balance on the November 2015 loan). The April 2016 loan has a term of eight months, a total payable amount of $158,700 and is payable by way of 168 daily payments of $945. The loans are secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount. The interest rate on these loans range from 30-38% per annum. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 9 STOCKHOLDERS EQUITY Common Stock Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Companys ability to pay dividends on its common stock, subject to the requirements of the Nevada Revised Statutes. The Company has not declared any dividends since incorporation. As of January 31, 2016, the Company had 5,112,861,525 common shares authorized of its $0.001 par value common stock. During the year ended January 31, 2016, the Company issued the following shares of $0.001 par value common stock: · 1,894,044 shares in exchange for services from vendors providing finance, business development, investor relations and other services valued at $204,284. · 130,488 shares retired for $50,000 of Accounts Receivable in connection with the settlement agreement with Sky. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 10 STOCK BASED COMPENSATION On August 5, 2011, the Board of Directors approved the Companys 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 Companys employees, officers, directors and consultants. A total of 20,000,000 shares are authorized for issuance under the 2011 Plan, which has not been approved by the stockholders of the Company as of January 31, 2016 a total of 16,333,333 shares are available for issuance under the 2011 Plan. On October 14, 2012, the Board of Directors approved the Companys 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 Companys employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2012 Plan, which has been approved by the stockholders of the Company, and as of January 31, 2016, a total of 436,907 shares are available for issuance under the 2012 Plan. On September 10, 2013, the Board of Directors approved the Companys 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 Companys employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Plan, which has been approved by the stockholders of the Company to date, and as of January 31, 2016, a total of 2,363,612 shares are available for issuance under the 2013 Plan. On June 30, 2015, the Board of Directors approved and adopted the Companys 2015 Equity Incentive Plan, which was amended and restated by the Board of Directors on March 10, 2016 (the Amended and Restated 2015 Equity Incentive Plan, the 2015 Plan). The sole amendment to the 2015 Plan which was affected by the entry into the amended and restated plan was to clarify and confirm that no awards under the 2015 Plan can be issued or granted to any person under the 2015 Plan in connection with, or in consideration for, the offer or sale of securities in a capital-raising transaction, or where such services directly or indirectly promote or maintain a market for the Companys securities. The 2015 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 2015 Plan, to the Companys employees, officers, directors and consultants. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Companys common stock, the maximum aggregate number of shares of common stock which may be issued pursuant to awards under the 2015 Plan is 17,500,000 shares, and as of January 31, 2016, a total of 11,500,000 shares are available for issuance under the 2015 Plan. 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. Activity in options during the year ended January 31, 2016 and related balances outstanding as of that date are set forth below: Weighted Average Number of Weighted Average Reaming Contract Shares Exercise Price Term (# of years) Outstanding at February 1, 2014 17,260,000 $ 0.35 4.23 Granted 820,000 0.27 Exercised (50,000 ) 0.16 Forfeited and canceled (200,000 ) Outstanding at January 31, 2015 17,830,000 $ 0.35 3.63 Exercisable at January 31, 2015 10,952,633 $ 0.33 3.33 Outstanding at February 1, 2015 17,830,000 0.35 3.63 Granted 6,780,000 0.30 Exercised Forfeited and canceled (1,020,000 ) Outstanding at January 31, 2016 23,590,000 $ 0.25 3.19 Exercisable at January 31, 2016 14,151,658 $ 0.28 2.22 During the years ended January 31, 2016 and 2015, the Company recognized share-based compensation expenses totaling $1,713,764 and $1,864,995, respectively. The remaining amount of unamortized stock options expense at January 31, 2015 is $1,651,146. There were also 333,333 options to purchase shares of common stock outside of the three plans mentioned above, all of which were exercisable as of January 31, 2016. The intrinsic value of exercisable and outstanding options at January 31, 2016 was $0. The grant date fair value of stock options granted during the year was $1,446,000 and $249,793 for the fiscal years ended January 31, 2016 and 2015, respectively. |
WARRANTS
WARRANTS | 12 Months Ended |
Jan. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 11 - WARRANTS Transaction with Mother Parkers On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. ( Mother Parkers Subscription Shares Warrants Units Per Unit Price Number of Weighted Average Remaing Contract Warrants Outstanding at February 1, 2015 7,333,529 $ 0.34 2.29 Granted Exercised Forfeited and canceled Warrants Outstanding at January 31, 2016 7,333,529 $ 0.35 1.29 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12- INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. At January 31, 2016 and 2015, the Company had cumulative federal operating loss carry forwards of $18,407,581 and $17,250,016, respectively, which begin to expire in 2031 . Components of net deferred tax assets, including a valuation allowance, are as follows at January 31, 2016 and 2015: 2016 2015 Deferred tax assets: Net operating loss carry forward $ 6,821,077 $ 6,392,132 Stock based compensation 2,728,166 2,212,946 Charitable contribution carry forward 52,414 Allowance for bad debts 26,372 37,056 Total deferred tax assets 9,628,029 8,642,133 Less: Valuation allowance (9,628,029 ) (8,642,133 Net deferred tax assets $ $ The valuation allowance for deferred tax assets as of January 31, 2016 and 2015 was $9,628,028 and $8,642,133, respectively. The net operating losses will begin to expire in 2031. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. Management believes it is more likely than not that the deferred tax assets as of January 31, 2016 will not be realized based on the managements assessment that the deductions ultimately recognized for tax purposes will be fully utilized. Therefore full valuation allowances were set up for these deferred tax assets as of January 31, 2016 and 2015. Reconciliation between the statutory rate and the effective tax rate is as follows at January 31, 2016 and 2015: Federal statutory rate 33.74 % 33.78 % State taxes, net of federal benefit 3.06 % 3.05 % Change in valuation allowance (36.80 )% ( 36.83 )% Effective tax rate % % There was no income tax expense for the years ended January 31, 2016 and 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 COMMITMENTS AND CONTINGENCIES Legal Proceedings The Companys 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, as described below: On July 28, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company ( Whittle Effective on March 31, 2015, the Company and Mr. Whittle entered into a Settlement Agreement and Release of Claims (the Settlement On September 30, 2014, Whittle individually, and derivatively on behalf of Marley Coffee LLC ( MC LLC The complaint alleges that Whittle entered into a partnership with Rohan Marley, the son of the late reggae music legend Robert Nesta Marley p/k/a Bob 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). Prior to the filing of this report, Mr. Whittle and the Company agreed in principle to settlement terms, provided the parties are still negotiating the final terms of such settlement. Notwithstanding the parties agreement in principle, the outcome of this lawsuit cannot be predicted with any degree of reasonable certainty. In the event the matter is not settled, the Company intends to continue to vigorously defend itself against Whittles and MC LLCs claims. 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 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 In addition to the above, we may become involved in other material legal proceedings in the future. Leases On June 25, 2013, and effective August 1, 2013, we 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 we have 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. We also had an option to renew this lease for an additional three year term, which option we have exercised as of the date of this report, and which three year renewal term provides for rent as follows: $8,839 per month from August 1, 2016 to July 31, 2017; $9,192 per month from August 1, 2017 to July 31, 2018; and $9,560 per month from August 1, 2018 to July 31, 2019. Finally, we have the option to extend the lease for an additional three year term, through July 21, 2022, with a rental cost per month negotiated in good faith by the parties based on then-current market rates, provided that we provide notice of our intent to extend such lease at least 120 days prior to the end of the then term. On April 9, 2014, the Company entered into a lease agreement for office and warehouse space located at 4725-4745 Lipan St, Denver, Colorado 80211. The rental space encompasses approximately 3,466 square feet of office and warehouse space and approximately a 4,000 square foot yard. The lease expires on June 30, 2017, provided we have the right to one five year renewal term, with rent set at the market value of the last year of the initial lease term. Rent due under the initial term of the agreement is as follows: $0 per month from April 15, 2014 to June 30, 2014; $2,800 per month from July 1, 2014 to June 30, 2015 $2,950 per month from July 1, 2015 to June 30, 2016; and $3,150 per month from July 1, 2016 to June 30, 2017 The rights to the lease were sold during 2015, and the purchaser currently pays the monthly rental cost due under such lease, provided that the Company remains legally obligated under such lease pursuant to its terms. On April 28, 2014, the Company entered into a lease agreement for retail space located at 1536 Wynkoop, Denver, Colorado 80202. The rental space encompasses approximately 121 square feet. The lease has a term of 60 months. Rent is $1,500 per month for the first year, increasing with the annual increase in the consumer price index thereafter on the annual anniversary date of the lease. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Jan. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14 CONCENTRATIONS During the year ended January 31, 2016 two vendors accounted for 42% of our purchases. During the year ended January 31, 2015 three vendors accounted for 61% of our purchases. During the years ended January 31, 2016 and 2015 three distributors accounted for 42% and two customers accounted for 52% of our net revenues, respectively. For fiscal 2016 and 2015 total sales in Canada totaled $922,517 and $1,546,422, respectively. The Canadian RealCup licensing revenue for the year ended January 31, 2016 and 2015 were $410,153 and $282,641, respectively. For fiscal 2016 sales in South Korea totaled $828,723 for green coffee and whole bean coffee and for fiscal 2015 sales in South Korea totaled $227,751. For fiscal 2016 sales in Chile totaled $808,658 and for fiscal 2015 sales in Chile totaled $196,099. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 SUBSEQUENT EVENTS On March 1, 2016, we entered into a side letter agreement with JSJ. Pursuant to the side letter agreement, JSJ agreed to extend the maturity date of the JSJ Note to December 9, 2016 (from March 9, 2016), and we agreed to amend the terms of the JSJ Note relating to prepayment, to allow us the right to prepay the JSJ Note (a) from March 1, 2016 to September 9, 2016, provided we pay a redemption premium of 135% of the principal amount of such note together with accrued interest thereon, and (b) from September 10, 2016 to the maturity date, provided we pay a redemption premium of 150% of the principal amount of such note together with accrued interest thereon. The side letter agreement also amended the JSJ Note to (a) allow JSJ the right at any time after September 9, 2016, to convert the amount owed under the JSJ Note into shares of our common stock at a 40% discount to the third lowest trade during the previous 10 trading days prior to the date of conversion, provided that in no event will such conversion price be less than $0.00005 per share; and (b) to add a 4.99% ownership limitation which prevents JSJ from converting the note into our common stock in the event it and its affiliates would beneficially own more than 4.99% of our common stock upon such conversion, provided that such percentage can be increased by JSJ with 61 days prior written notice up to 9.99%. The side letter agreement also amended the events of default under the JSJ Note to include other additional customary events of default, in the event we cease filing reports with the Securities and Exchange Commission or if we file a Form 15. In connection with the parties entry into the side letter agreement, we paid JSJ $117,253, including $16,003 of interest due on the JSJ Note through March 1, 2016, $5,000 of JSJs legal fees and $96,250 in consideration for JSJ agreeing to extend the due date of the JSJ Note (which represents the prepayment penalty which would have been due had we repaid the JSJ Note when due). In March and April 2016, we repaid an aggregate of $150,000 ($75,000 in each of March and April) of the amount owed to Typenex in connection with a redemption request received from Typenex. In February 2016, we borrowed $100,000 from a third party which has a six month term, a total payback amount of $130,000 and is payable by way of 126 daily payments of $1,032. In April 2016, we borrowed $115,000 from the same lender (of which $90,000 was new lending and the remainder was used to pay back the balance on a November 2015 loan). The April 2016 loan has a term of eight months, a total payable amount of $158,700 and is payable by way of 168 daily payments of $945. The loans are secured by a security interest in all of our accounts, equipment, and inventory and investment property. We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount. On March 8, 2016, and March 15, 2016, we sold Duck Duck Spruce, LLC ( Duck Duck Duck Duck Note Duck Duck Notes The Duck Duck Notes can be repaid by us prior to the 180 th th The Duck Duck Notes provide for standard and customary events of default such as failing to timely make payments under the Duck Duck Notes when due and the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements. The amounts owed under the Duck Duck Notes are convertible into shares of our common stock from time to time after the 180 th chilled At no time may the Duck Duck Notes be converted into shares of our common stock if such conversion would result in Duck Duck and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. The March 15, 2016 Duck Duck Note also (a) required us to issue 250,000 shares of restricted common stock to Duck Duck in consideration for agreeing to the sale of such note; and (b) provided that as long as the note is outstanding, upon any issuance by us of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any conversion price term more favorable than such Duck Duck Note, then at Duck Ducks option, such conversion price term can apply to such March 15, 2016 Duck Duck Note. We hope to repay the Duck Duck Notes prior to any conversion. In the event that the Duck Duck Notes are not repaid in cash in their entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Duck Duck Notes is converted into common stock. On March 16, 2016, we Vis Vires Convertible Note 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 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note. At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. The Vis Vires Convertible Note also contains customary positive and negative covenants. We paid $3,000 of Vis Viress attorneys fees in connection with the sale of the Vis Vires Convertible Note. We hope to repay the Vis Vires Convertible Note prior to any conversion. In the event that the Vis Vires Convertible 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 Convertible Note is converted into common stock. On March 10, 2016, the Board of Directors approved the repricing of options to purchase 6 million shares of the Companys common stock originally issued to the Companys executive officers and directors in June 2015. Specifically, the Board of Directors approved a change in the exercise price of such options from $0.195 per share to $0.12 per share, provided no other terms of the options were changed except for the re-pricing. As a result of the repricing, our executive officers and directors, Brent Toevs, Anh Tran and Rohan Marley, each hold options to purchase 2 million shares of the Companys common stock at an exercise price of $0.12 per share, with 666,666 options vesting on June 30, 2016 and 666,667 options vesting on June 30, 2017 and 2018, respectively. On April 20, 2016, the Company entered into a settlement and release with one of its officer and director insurance providers, pursuant to which among other things, the provider has agreed to buy out the Companys officer and director liability insurance policy for the period from March 15, 2011 to March 15, 2012 for $400,000. The Company expects to receive payment approximately 30 days after the entry into the settlement. The Company has reached a settlement in principle with the Securities and Exchange Commission to settle the claims made by the Commission, which has not yet been approved or accepted by the Commission to date, and may not be formally approved or accepted. In the event the Company were to have to pay significant fines or disgorgement in the matter described above, and the Company was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection. On April 20, 2016, the Company entered into a settlement agreement and release with one of its officer and director insurance providers, pursuant to which among other things, the provider agreed to buy out the Companys officer and director liability insurance policy for the period from March 15, 2011 to March 15, 2012 for $400,000, which the Company expects to receive approximately 30 days after the entry into the settlement. |
NATURE OF BUSINESS AND SUMMAR22
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The Company has incurred net losses of $5,201,917 and $10,280,985 for the years ended January 31, 2016 and 2015, respectively and has an accumulated deficit of $29,245,750 at January 31, 2016. In addition to the Companys recent history of losses, the Company has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Further, the operations of the Company have primarily been funded by the issuance of common stock and debt. In order for us to conduct our business for the next twelve months and to continue operations thereafter and be able to discharge our liabilities and commitments in the normal course of business, we must increase sales, reduce operating expenses, and potentially raise additional funds, through either debt and/or equity financing to meet our working capital needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations. The Companys 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 Companys product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships. The Company has reached a settlement in principle with the Commission to settle the claims made by the Commission, which has not yet been formally approved or accepted by the Commission to date, and may not be approved or accepted. In the event the Company were to have to pay significant legal fees to defend itself against the allegations made in the complaint or pay significant fines or disgorgement in the matter, and the Company was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection, all of which could lead to the value of the Companys common stock declining in value or becoming worthless. Pursuant to the terms and conditions of the FSHR License Agreement, FSHR can terminate that agreement under certain circumstances, subject where applicable and as described in the agreement, our right to cure such breaches and other events, including: in the event the Securities and Exchange Commission or any similar government agency in any country, territory or possession makes any negative or unlawful finding regarding our activities. Notwithstanding our categorical denial of the allegations made in the SECs November 2015 complaint, as discussed below under Part I Item 2. Legal Proceedings negative or unlawful finding regarding our activities negative or unlawful finding regarding our activities The termination of the FSHR License Agreement would have a material adverse effect on our results of operations and assets, could force us to scale back and/or abandon our business operations, or force us to seek bankruptcy protection and could cause the value of our common stock to decline in value or become worthless. As weve stated above, none of the officers in the Company have been named in the SEC suit and we believe that we will be found innocent of the charges alleged. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which our net assets are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not reflect any adjustments related to the outcome of this uncertainty. |
Reclassifications | Reclassifications. |
Use of Estimates | Use of Estimates. |
Fair Value Matters | Fair Value Matters The Company has adopted a single definition of fair value, a framework for measuring fair value, and providing expanded disclosures concerning fair value whereby estimated fair value is the price to be paid for an asset or the amount to settle a liability in an orderly transaction between market participants at the measurement date. Accordingly, fair value is a market-based measurement and not an entity-specific measurement. The Company utilizes the following hierarchy in fair value measurements: · Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. · Level 2 Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. · Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. Other than derivative instruments, the Company had no assets or liabilities carried at fair value on a non-recurring basis as of and for the years ended January 31, 2016 and 2015. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Concentrations of Credit Risk | Concentrations of Credit Risk. |
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. |
Inventories | Inventories. |
Acquisition of BlackRock Beverage Services, Inc. and Bike Caffe Franchising Inc. | Acquisition of BlackRock Beverage Services, Inc. and Bike Caffe Franchising Inc. The results of BikeCaffe operations are included in the accompanying statements of operations from the date of acquisition. The net assets acquired were recorded at their fair values at the date of acquisition, as summarized in the following table: Bike Caffe Franchising, Inc. Tangible Assets Acquired Current Assets WIP & Inventory $ 75,656 Fixed Assets - Property and Equipment, net 7,400 Total Tangible Assets $ 83,056 Intangible Assets Acquired Customer Base 15,000 Trade-Name/Marks 20,800 Non-Compete 14,100 Total Intangible Assets Acquired $ 49,900 Goodwill 7,044 Total Consideration Paid $ 140,000 The Company sold Black Rock Beverages, LLC ( BRB |
Property and Equipment | Property and Equipment. Our property and equipment is summarized as follows: January 31, January 31, Equipment $ 205,548 $ 242,385 Computers 67,545 67,545 Furniture 66,507 75,851 Leasehold improvements 151,373 151,373 490,973 537,154 Less Accumulated depreciation 303,135 155,906 $ 187,838 $ 381,248 Depreciation expense was $176,884 and $115,372 for the years ended January 31, 2016 and 2015, respectively. |
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 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 |
Derivative Liabilities | Derivative Liabilities. We evaluate derivative instruments to properly classify such instruments within stockholders' equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each balance sheet date. If the classification changes as a result 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. During fiscal 2016, we adopted the guidance, as codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock |
Fair Value Measurements | Fair Value Measurements We follow FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), in connection with assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition. The guidance applies to our derivative liabilities. We had no assets or liabilities measured at fair value on a non-recurring basis for any period reported. ASC 820 requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. We measure the fair value of applicable financial and non-financial assets based on the following fair value hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The fair value of our recorded derivative liabilities is determined based on unobservable inputs that are not corroborated by market data, which is a Level 3 classification. We record derivative liabilities on our balance sheet at fair value with changes in fair value recorded in our consolidated statements of operations. The hierarchy noted above requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. There were no transfers between Level 1, Level 2 and/or Level 3 during fiscal 2016. Our fair value measurements at the January 31, 2016 reporting date are classified based on the valuation technique level noted in the table below: The following table presents the estimated fair value of financial liabilities measured at estimated fair value on a recurring basis included in the Companys financial statements as of January 31, 2016: Level 1 Level 2 Level 3 Total carrying value Quoted market prices in active markets Internal Models with significant observable market parameters Internal models with significant unobservable market parameters Derivative liabilities $ 778,951 $ $ $ 778,951 |
Significant Recently Issued Accounting Pronouncements | Significant Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 Leases (Topic 842) FASB ASU 2014-09 Revenue from Contracts with Customers (Topic 606), or ASU 2014-09 |
Subsequent Events | Subsequent Events. |
NATURE OF BUSINESS AND SUMMAR23
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of the consideration paid and net assets acquired on the date of acquisition | The net assets acquired were recorded at their fair values at the date of acquisition, as summarized in the following table: Bike Caffe Franchising, Inc. Tangible Assets Acquired Current Assets WIP & Inventory $ 75,656 Fixed Assets - Property and Equipment, net 7,400 Total Tangible Assets $ 83,056 Intangible Assets Acquired Customer Base 15,000 Trade-Name/Marks 20,800 Non-Compete 14,100 Total Intangible Assets Acquired $ 49,900 Goodwill 7,044 Total Consideration Paid $ 140,000 |
Schedule of property and equipment | Our property and equipment is summarized as follows: January 31, January 31, Equipment $ 205,548 $ 242,385 Computers 67,545 67,545 Furniture 66,507 75,851 Leasehold improvements 151,373 151,373 490,973 537,154 Less Accumulated depreciation 303,135 155,906 $ 187,838 $ 381,248 |
Schedule of estimated fair value of liabilities | The following table presents the estimated fair value of financial liabilities measured at estimated fair value on a recurring basis included in the Companys financial statements as of January 31, 2016: Level 1 Level 2 Level 3 Total carrying value Quoted market prices in active markets Internal Models with significant observable market parameters Internal models with significant unobservable market parameters Derivative liabilities $ 778,951 $ $ $ 778,951 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories were comprised of: January 31, January 31, 2015 Finished Goods - Coffee $ $ 197,581 $ $ 197,581 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Receivables [Abstract] | |
Schedule of receivables | Receivables were comprised of: January 31, January 31, Grocery retail clients $ 1,159,120 $ 596,249 International 220,131 172,705 Online clients 3,856 15,718 Other foodservice clients 19,681 96,135 Licensing - related party 83,939 373,445 Allowance for doubtful accounts (71,168 ) (100,000 ) $ 1,415,559 $ 1,154,252 |
LICENSE AGREEMENTS (Tables)
LICENSE AGREEMENTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Trademark License Agreements and Intangible Assets [Abstract] | |
Schedule of license agreement, net | License agreement, net consists of the following: January 31, 2016 2015 License Agreement $ 730,000 $ 730,000 Accumulated amortization (170,332 ) (121,666 ) License Agreement, net $ 559,668 $ 608,334 |
Schedule of amortization expense | Amortization expense consists of the following: Years Ended January 31, 2016 2015 License Agreement $ (48,666 ) $ (48,667 ) Total License Agreement Amortization Expense $ (48,666 ) $ (48,667 ) |
Schedule of future amortization expense | The following table shows the estimated amortization expense for such assets for each of the five succeeding fiscal years and thereafter. Years Ending January 31, 2017 $ 46,292 2018 46,292 2019 46,292 2020 46,292 2021 46,292 Thereafter 328,208 Total $ 559,668 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Prepaid Expense, Current [Abstract] | |
Schedule of prepaid expenses | Prepaid expenses are comprised of the following: January 31, 2016 January 31, 2015 Prepaid consulting services $ 15,721 $ Prepaid administrative fees 14,450 18,986 Total $ 30,171 $ 18,986 |
CONVERTIBLE AND OTHER NOTES P28
CONVERTIBLE AND OTHER NOTES PAYABLE (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible and other notes payable | Convertible and Other Notes Payable are as follows: Commitment Outstanding as of Available Interest Maturity Colorado Medical Finance Services, LLC * $ 500,000 $ 141,900 $ 358,100 17.50 % Sep-16 JSJ 275,000 275,000 12 % Mar-16 Typenex 1,005,000 255,000 750,000 10 % Apr-22 JMJ 900,000 385,000 515,000 10 % Sep-17 Vis Vires 250,000 254,000 8 % Jun-16 *Line of Credit. |
Schedule of annual principal maturities of debt | The following table summarizes the Companys annual principal maturities of debt for the five years subsequent to December 31, 2016: Year ended December 31, 2016 $ 670,900 2017 385,000 2018 2019 2020 Thereafter 255,000 $ 1,310,900 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of activity in stock options | Activity in options during the year ended January 31, 2016 and related balances outstanding as of that date are set forth below: Weighted Average Number of Weighted Average Reaming Contract Shares Exercise Price Term (# of years) Outstanding at February 1, 2014 17,260,000 $ 0.35 4.23 Granted 820,000 0.27 Exercised (50,000 ) 0.16 Forfeited and canceled (200,000 ) Outstanding at January 31, 2015 17,830,000 $ 0.35 3.63 Exercisable at January 31, 2015 10,952,633 $ 0.33 3.33 Outstanding at February 1, 2015 17,830,000 0.35 3.63 Granted 6,780,000 0.30 Exercised Forfeited and canceled (1,020,000 ) Outstanding at January 31, 2016 23,590,000 $ 0.25 3.19 Exercisable at January 31, 2016 14,151,658 $ 0.28 2.22 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants | Number of Weighted Average Remaing Contract Warrants Outstanding at February 1, 2015 7,333,529 $ 0.34 2.29 Granted Exercised Forfeited and canceled Warrants Outstanding at January 31, 2016 7,333,529 $ 0.35 1.29 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of net deferred tax assets | Components of net deferred tax assets, including a valuation allowance, are as follows at January 31, 2016 and 2015: 2016 2015 Deferred tax assets: Net operating loss carry forward $ 6,821,077 $ 6,392,132 Stock based compensation 2,728,166 2,212,946 Charitable contribution carry forward 52,414 Allowance for bad debts 26,372 37,056 Total deferred tax assets 9,628,029 8,642,133 Less: Valuation allowance (9,628,029 ) (8,642,133 Net deferred tax assets $ $ |
Schedule of reconciliation between statutory rate and effective tax rate | Reconciliation between the statutory rate and the effective tax rate is as follows at January 31, 2016 and 2015: Federal statutory rate 33.74 % 33.78 % State taxes, net of federal benefit 3.06 % 3.05 % Change in valuation allowance (36.80 )% ( 36.83 )% Effective tax rate % % |
NATURE OF BUSINESS AND SUMMAR32
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 04, 2013 | Aug. 16, 2013 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Net Loss | $ (5,201,917) | $ (10,280,985) | |||
Accumulated deficit | 29,245,750 | 24,043,833 | |||
Discounts and allowances | 1,114,015 | 668,424 | |||
Allowance for doubtful accounts | $ 71,168 | 100,000 | |||
Acquisition-related costs | $ 5,000 | ||||
Estimated useful lives of assets | 3 years | ||||
Depreciation Expense | $ 176,884 | $ 115,372 | |||
Anti-dilutive options excluded from earnings per share calculation | 11,144,863 | ||||
Bike Caffe Franchising, Inc. [Member] | |||||
Cash paid in acquisition | $ 40,000 | ||||
Issuance of shares in acquisitions, shares | 250,000 | ||||
Issuance of shares in acquisitions | $ 100,000 | ||||
BlackRock Beverage Services, Inc. [Member] | |||||
Cash paid in acquisition | $ 10,000 | ||||
Issuance of shares in acquisitions, shares | 158,039 | ||||
Issuance of shares in acquisitions | $ 71,118 |
NATURE OF BUSINESS AND SUMMAR33
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Bike Caffe Franchising, Inc. [Member] | Dec. 04, 2013USD ($) |
Current Assets | |
WIP & Inventory | $ 75,656 |
Fixed Assets - Property and Equipment,net | 7,400 |
Total Tangible Assets | 83,056 |
Intangible Assets Acquired | |
Customer Base | 15,000 |
Trade-Name/Marks | 20,800 |
Non-Compete | 14,100 |
Total Intangible Assets Acquired | 49,900 |
Goodwill | 7,044 |
Total Consideration Paid | $ 140,000 |
NATURE OF BUSINESS AND SUMMAR34
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 490,973 | $ 537,154 |
Less Accumulated Depreciation | 303,135 | 155,906 |
Property and equipment, net | 187,838 | 381,248 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 66,507 | 75,851 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 205,548 | 242,385 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 67,545 | 67,545 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 151,373 | $ 151,373 |
NATURE OF BUSINESS AND SUMMAR35
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Business Acquisition [Line Items] | ||
Fair value of derivative liabilities | $ 778,951 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 - Internal models with significant unobservable market parameters [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of derivative liabilities | 778,951 | |
Fair Value, Measurements, Recurring [Member] | Carrying Value [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of derivative liabilities | $ 778,951 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished Goods - Coffee | $ 197,581 | |
Total | $ 197,581 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (71,168) | $ (100,000) |
Receivables, net | 1,415,559 | 1,154,252 |
Online Clients [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 3,856 | 15,718 |
Licensing - Related Party [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 83,939 | 373,445 |
International [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 220,131 | 172,705 |
Other Foodservice Clients [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 19,681 | 96,135 |
Grocery retail clients [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $ 1,159,120 | $ 596,249 |
LICENSE AGREEMENTS (Details Nar
LICENSE AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | |||||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2013 | Sep. 13, 2012 | Aug. 05, 2011 | Mar. 31, 2010 | |
License Agreement | $ 730,000 | $ 730,000 | ||||
Impairment of license | $ 36,000 | |||||
Amortization of intangible assets | 111,773 | 57,935 | ||||
Marley Coffee Ltd [Member] | ||||||
Monthly installment to be paid for outstanding debt obligation | $ 19,715 | |||||
Trademark Licensing Agreements [Member] | Fifty-Six Hope Road (Member) | ||||||
Royalty percentage | 3.00% | |||||
Accrued royalties | 84,174 | |||||
Total due under licensing agreement | 264,670 | 256,960 | ||||
Amortization of intangible assets | $ 48,666 | $ 48,667 | $ 24,333 | |||
Remaining useful life of license agreement | 11 years 6 months | 15 years | ||||
Trademark Licensing Agreements [Member] | Marley Coffee Ltd [Member] | ||||||
Total shares reserved for issuance, per the licensing agreement | 10,000,000 | |||||
Common shares issued for licensing agreement upon execution | 1,000,000 | |||||
Number of shares to be issued on every anniversary of licensing agreement | 1,000,000 | |||||
License Agreement | $ 766,000 | |||||
Additional Trademark Licensing Agreements [Member] | Marley Coffee Ltd [Member] | ||||||
Common shares issued for licensing agreement upon execution | 2,000,000 | |||||
Additional obligations assumed | $ 126,000 |
LICENSE AGREEMENTS (Details)
LICENSE AGREEMENTS (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Trademark License Agreements and Intangible Assets [Abstract] | ||
License Agreement | $ 730,000 | $ 730,000 |
Accumulated amortization | (170,332) | (121,666) |
License Agreement, net | $ 559,668 | $ 608,334 |
LICENSE AGREEMENTS (Details 1)
LICENSE AGREEMENTS (Details 1) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Trademark License Agreements and Intangible Assets [Abstract] | ||
License Agreement | $ (48,666) | $ (48,667) |
LICENSE AGREEMENTS (Details 2)
LICENSE AGREEMENTS (Details 2) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Years Ending January 31, | ||
2,017 | $ 46,292 | |
2,018 | 46,292 | |
2,019 | 46,292 | |
2,020 | 46,292 | |
2,021 | 46,292 | |
Thereafter | 328,208 | |
License Agreement, net | $ 559,668 | $ 608,334 |
SALE OF DIVISION (Details)
SALE OF DIVISION (Details) - Black Rock Beverage Division [Member] - USD ($) | 1 Months Ended | |
Dec. 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 | Pursuant to the Sale Agreement, BRB agreed to pay the Company $300,000 in cash, with $200,000 payable on the closing date of the transaction ( July 15, 2015), | |
Final payment of purchase agreement | $ 61,000 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Prepaid Expense, Current [Abstract] | ||
Prepaid consulting services | $ 15,721 | |
Prepaid customer discounts | 14,450 | $ 18,986 |
Prepaid expenses | $ 30,171 | $ 18,986 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | 41 Months Ended | 60 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2016 | |
Rohan Marley Enterprises and Rohan Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation and reimbursements paid to related parties | $ 178,875 | $ 211,454 | ||
Cash payments made to related parties | 164,399 | 161,454 | ||
Accrued directors fees paid to related parties | 14,476 | |||
Stock bonus paid to related parties | 50,000 | |||
Directors fees and expense reimbursements paid to related parties | $ 491,774 | |||
Sondra Toevs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments to part-time related party employees | 7,242 | 18,416 | ||
Ellie Toevs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments to part-time related party employees | 4,431 | 6,231 | ||
Rohan Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Directors fees and expense reimbursements paid to related parties | 106,335 | |||
Delivery Agent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 860 | |||
Marley Coffee Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 602,191 | 764,598 | $ 2,938,886 | |
Rebates received from related parties | $ 97,796 | 34,348 | ||
Marley Coffee Ltd [Member] | Rohan Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Chairman, ownership percentage | 25.00% | 25.00% | 25.00% | |
Island Records [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 1,408 | |||
Zion Rootswear [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 6,411 | 47 | ||
Revenue from related parties | 539 | |||
House of Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 11,833 | 40,798 | ||
Tuff Gong International [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 0 | 278 | ||
Revenue from related parties | 1,980 | |||
Marley and Plant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation and reimbursements paid to related parties | 7,500 | |||
Bravado International [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 646 | |||
Homemedics [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,780 | |||
Rohan Marley Enterprises [Member] | ||||
Related Party Transaction [Line Items] | ||||
Directors fees and expense reimbursements paid to related parties | $ 385,439 | |||
Mother Parkers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 2,053,298 | 1,675,102 | $ 2,053,298 | 2,053,298 |
Accounts receivable - related party | 318,934 | 323,326 | 318,934 | 318,934 |
Trademark Licensing Agreements [Member] | Fifty-Six Hope Road (Member) | ||||
Related Party Transaction [Line Items] | ||||
Total due under licensing agreement | $ 264,670 | $ 256,960 | 264,670 | $ 264,670 |
Royalties incurred | $ 689,194 |
CONVERTIBLE AND OTHER NOTES P45
CONVERTIBLE AND OTHER NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 26, 2015 | Jan. 31, 2016 | Jan. 31, 2016 |
Line of Credit | |||
Line of credit facility, effective date | Feb. 16, 2015 | ||
Line of credit, amount advanced | $ 250,000 | $ 250,000 | |
Line of credit facility, interest rate payable in cash | 10.00% | 10.00% | |
Line of credit facility, interest rate payable in cash or products and services | 7.50% | 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% | 20.00% | |
Line of credit facility, amount outstanding | $ 162,347 | $ 162,347 | |
Line of credit facility, principal due | 141,900 | 141,900 | |
Line of credit facility, interest payable | $ 20,448 | $ 20,448 |
CONVERTIBLE AND OTHER NOTES P46
CONVERTIBLE AND OTHER NOTES PAYABLE (Details Narrative 1) - USD ($) | Sep. 24, 2015 | Sep. 16, 2015 | Sep. 14, 2015 | Sep. 09, 2015 | Jan. 31, 2016 | Jan. 31, 2015 |
Convertible Notes Payable | ||||||
Convertible notes payable, net of discount | $ 1,029,558 | |||||
Total borrowings | 1,613,666 | |||||
Debt discounts | 584,108 | |||||
Conversion feature - derivative liability | $ 778,951 | |||||
Vis Vires Group Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Sep. 24, 2015 | |||||
Note face amount | $ 254,000 | $ 250,000 | ||||
Interest rate | 8.00% | |||||
Default interest rate | 22.00% | |||||
Amount outstanding | $ 254,000 | |||||
Payment terms of convertible debt | 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 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note, including an exemption for persons with whom the Company was in discussions regarding an investment at the time the Vis Vires Convertible Note was entered into and officer and employee issuances/grants. | |||||
Conversion price, percentage against trading price | 65.00% | |||||
Debt issuance costs | $ 4,000 | |||||
Default provisions | The Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to repay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note. | |||||
Debt covenants | At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock.We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. | |||||
Debt conversion price per share | $ 0.00009 | |||||
Prepayment terms of convertible debt | We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance of the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. | |||||
JMJ Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Sep. 16, 2015 | |||||
Note face amount | $ 900,000 | |||||
Interest rate | 10.00% | |||||
Amount outstanding | $ 385,000 | |||||
Terms of note 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 per share or 65% (a 35% discount) of the two lowest closing prices of our common stock in the 20 trading days prior to the date of any conversion, provided that if we are not DWAC eligible at the time of any conversion an additional 10% discount applies, and in the event our common stock is not DTC eligible at the time of any conversion, an additional 5% discount applies. The JMJ Convertible Note provides that unless we and JMJ agree in writing, JMJ is not eligible to convert any amount of the note into common stock which would result in JMJ owning more than 4.99% of our common stock. | |||||
Conversion price, percentage against trading price | 65.00% | |||||
Default provisions | 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% of the principal amount of the note, plus all of the unpaid interest, fees, liquidated damages (if any) and other amounts due. Any amount not paid when due accrues interest at the rate of 18% per annum until paid in full. JMJ is not required to provide us any written notice in order to accelerate the amounts owed under the JMJ Convertible Note in the event of the occurrence of an event of default. | |||||
Debt instrument term | 2 years | |||||
Gross proceeds from issuance of debt | $ 350,000 | |||||
Debt conversion price per share | $ 0.75 | |||||
Prepayment terms of convertible debt | Until 180 days after the date of the note, we are able to prepay the note assuming we prepay all outstanding principal together with a penalty of 40% of such amount, interest, fees, liquidated damages (if any), and the original issuance discount due thereon; and after 160 days, we are not able to prepay the note without JMJs written approval. | |||||
Additional conversion terms | We agreed that we would reserve 25 million shares of common stock for conversion of the note. In teh event we fail to deliver shares within four days of the date of any conversion by JMJ, we are required to pay JMJ $2,000 per day in penalties. | |||||
Debt issue discount | 10.00% | |||||
Additional funds available from noteholder | $ 900,000 | |||||
One-time interest rate charged | 12.00% | |||||
Shares reserved for conversion | 25,000,000 | |||||
Typenex Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Sep. 14, 2015 | |||||
Note face amount | $ 1,005,000 | |||||
Interest rate | 10.00% | |||||
Default interest rate | 22.00% | |||||
Amount outstanding | $ 255,000 | |||||
Payment terms of convertible debt | Beginning on the date that is six (6) months after the Closing Date and on the same day of each month thereafter until the maturity date, so long as any amount is outstanding under the Typenex Note, the Company is required to pay to Typenex installments of principal equal to $75,000 (or such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Payments of each installment amount may be made in cash, subject to the terms of the note. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock as described below. | |||||
Terms of note conversion | Beginning six (6) months after the Closing Date, Typenex may convert the balance of the Typenex Note, or any installment or portion thereof, utilizing the conversion price calculation set forth below. Generally, the conversion price will be $0.30 per share; however, in the event the Company's market capitalization falls below $3 million, then the conversion price is the lower of (a) $0.30 per share, and (b) the Market Price. The Market Price is calculated by applying a discount of 40% (provided that under certain events the discount may be reduced to up to 60%, upon the occurrence of certain events (with a reduction of 5% per event) such as the value of common stock (as calculated in the note) declining below $0.10 per share; the Company not being Deposit/Withdrawal At Custodian - DWAC eligible; the Company's common stock not being DTC eligible; or the occurrence of any major default (as described in the note)), to the average of the three (3) lowest intra-day trading prices of the Company's common stock during the ten (10) trading days immediately preceding the applicable conversion. The Company may also elect to make payment of installments in the form of equity on substantially the same terms, subject to the terms and conditions of the Typenex Note, and Typenex's right in certain cases to require a certain portion of such payment to be paid in cash or stock. Additionally, 20 days after shares issued upon redemption of the note are eligible to be freely traded by Typenex (as described in the note), there is a required true up, whereby Typenex is required to be issued additional shares in the event the trading price of the Company's common stock has declined from the time of original issuance to the date such shares are free trading' as described in the Typenex Note. | |||||
Default provisions | The Typenex Note contains 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. | |||||
Debt covenants | Typenex is prohibited from owning more than 4.99% of the Company's outstanding shares, pursuant to the Typenex Note, unless the market capitalization of the Company's common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company's outstanding shares. | |||||
Debt instrument term | 20 months | |||||
Payment frequency | Monthly | |||||
Periodic principal payment | $ 75,000 | |||||
Debt conversion price per share | $ 0.30 | |||||
Prepayment terms of convertible debt | The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35% prepayment penalty during the first six months the note is outstanding and 50% thereafter. | |||||
Additional conversion terms | 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 trading days. | |||||
Typenex Convertible Note [Member] | Initial Tranche [Member] | ||||||
Convertible Notes Payable | ||||||
Note face amount | $ 250,000 | |||||
Interest rate | 10.00% | |||||
Debt issuance costs | $ 5,000 | |||||
Gross proceeds from issuance of debt | 255,000 | |||||
Typenex Convertible Note [Member] | Investor Notes [Member] | ||||||
Convertible Notes Payable | ||||||
Note face amount | $ 750,000 | |||||
Interest rate | 10.00% | |||||
Number of notes | 3 | |||||
Face amount of each note | $ 250,000 | |||||
JSJ Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Sep. 9, 2015 | |||||
Note face amount | $ 275,000 | |||||
Interest rate | 12.00% | |||||
Default interest rate | 18.00% | |||||
Amount outstanding | $ 275,000 | |||||
Payment terms of convertible debt | The JSJ convertible note is payable by us on demand by JSJ at any time after March 6, 2016. We have the right to repay the JSJ Convertible Note (a) for an amount equal to 135% of the then balance of such note until the 180th day following the date of the note, and (b) for an amount equal to 150% of the balance of such note subsequent to the maturity date (provided the holder consents to such payment after maturity). | |||||
Terms of note 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% (a 40% discount) to the third lowest intra-day trading price of the Company's common stock during the 10 trading days prior to any conversion date of the note. In the event we do not issue the holder any shares due in connection with a conversion within three business days, we are required to issue the holder additional shares equal to 25% of the conversion amount, and an additional 25% of such shares for each additional five business days beyond such fourth business day that such failure continues. In the event we do not have a sufficient number of authorized but unissued shares of common stock to allow for the conversion of the note, the discount rate (40%) is increased by an additional 5%. | |||||
Conversion price, percentage against trading price | 60.00% | |||||
Debt issuance costs | $ 5,000 | |||||
Default provisions | 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). | |||||
Debt covenants | 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% of the then outstanding shares of our common stock, provided such percentage may be increased by JSJ to up to increases to 9.99% upon not less than 61 days prior written notice to us. |
CONVERTIBLE AND OTHER NOTES P47
CONVERTIBLE AND OTHER NOTES PAYABLE (Details Narrative 2) | 1 Months Ended | ||||
Apr. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Jan. 31, 2016USD ($) | Nov. 30, 2015USD ($) | Oct. 31, 2015USD ($) | |
Third party loans | |||||
Third-party loans outstanding | $ 215,173 | ||||
February 2016 Third Party Loan [Member] | |||||
Third party loans | |||||
Amount of loan | $ 100,000 | ||||
Debt instrument term | 6 months | ||||
Amount of loan to be paid, inclusive of interest | $ 130,000 | ||||
Number of payments | 126 | ||||
Payment Frequency | Daily | ||||
Periodic payment amount | $ 1,032 | ||||
April 2016 Third Party Loan [Member] | |||||
Third party loans | |||||
Amount of loan | $ 115,000 | ||||
Debt instrument term | 8 months | ||||
Amount of loan to be paid, inclusive of interest | $ 158,700 | ||||
Number of payments | 168 | ||||
Payment Frequency | Daily | ||||
Periodic payment amount | $ 945 | ||||
Proceeds from loans payable | 90,000 | ||||
November 2015 Third Party Loan [Member] | |||||
Third party loans | |||||
Amount of loan | $ 65,000 | ||||
Debt instrument term | 6 months | ||||
Amount of loan to be paid, inclusive of interest | 89,700 | ||||
Number of payments | 126 | ||||
Payment Frequency | Daily | ||||
Periodic payment amount | $ 712 | ||||
Repayment of loans payable | $ 25,000 | ||||
Payment terms | We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount. | ||||
October 2015 Third Party Loan [Member] | |||||
Third party loans | |||||
Amount of loan | $ 150,000 | ||||
Debt instrument term | 7 months | ||||
Amount of loan to be paid, inclusive of interest | $ 202,500 | ||||
Number of payments | 147 | ||||
Payment Frequency | Daily | ||||
Periodic payment amount | $ 1,378 | ||||
Repayment of loans payable | 128,112 | ||||
January 2016 Third Party Loan [Member] | |||||
Third party loans | |||||
Amount of loan | $ 220,000 | ||||
Debt instrument term | 10 months | ||||
Amount of loan to be paid, inclusive of interest | $ 290,400 | ||||
Number of payments | 210 | ||||
Payment Frequency | Daily | ||||
Periodic payment amount | $ 1,383 | ||||
Proceeds from loans payable | $ 91,888 | ||||
Minimum [Member] | |||||
Third party loans | |||||
Interest Rate on Third Party Loans | 30.00% | ||||
Maximum [Member] | |||||
Third party loans | |||||
Interest Rate on Third Party Loans | 38.00% |
CONVERTIBLE AND OTHER NOTES P48
CONVERTIBLE AND OTHER NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Sep. 24, 2015 | |
Line of Credit | ||
Amount Outstanding | $ 162,347 | |
Maturity | Sep. 26, 2016 | |
Colorado Medical Finance Services, LLC [Member] | ||
Line of Credit | ||
Commitment | $ 500,000 | |
Amount Outstanding | 141,900 | |
Available proceeds | $ 358,100 | |
Interest Rate | 17.50% | |
Maturity | Sep. 26, 2016 | |
JSJ Convertible Note [Member] | ||
Convertible Notes Payable | ||
Commitment | $ 275,000 | |
Amount Outstanding | $ 275,000 | |
Interest Rate | 12.00% | |
Maturity | Mar. 6, 2016 | |
Typenex Convertible Note [Member] | ||
Convertible Notes Payable | ||
Commitment | $ 1,005,000 | |
Amount Outstanding | 255,000 | |
Available Proceeds | $ 750,000 | |
Interest Rate | 10.00% | |
Maturity | Apr. 30, 2022 | |
JMJ Convertible Note [Member] | ||
Convertible Notes Payable | ||
Commitment | $ 900,000 | |
Amount Outstanding | 385,000 | |
Available Proceeds | $ 515,000 | |
Interest Rate | 10.00% | |
Maturity | Sep. 16, 2017 | |
Vis Vires Group Convertible Note [Member] | ||
Convertible Notes Payable | ||
Commitment | $ 250,000 | $ 254,000 |
Amount Outstanding | $ 254,000 | |
Available Proceeds | ||
Interest Rate | 8.00% | |
Maturity | Jun. 11, 2016 |
CONVERTIBLE AND OTHER NOTES P49
CONVERTIBLE AND OTHER NOTES PAYABLE (Details 1) | Jan. 31, 2016USD ($) |
Year ended December 31, | |
2,016 | $ 670,900 |
2,017 | 385,000 |
Thereafter | 255,000 |
Long-term Debt | $ 1,310,900 |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Common stock, shares authorized | 5,112,861,525 | 5,112,861,525 |
Common stock, par value | $ 0.001 | $ 0.001 |
Issuance of common stock for services | $ 204,284 | $ 427,442 |
Retirement of common stock for accounts receivable | 50,000 | |
Common Stock [Member] | ||
Issuance of common stock for services | $ 1,894 | $ 1,764 |
Issuance of common stock for services, shares | 1,894,044 | 1,764,356 |
Retirement of common stock for accounts receivable | $ 131 | |
Retirement of common stock for accounts receivable, shares | (130,480) | |
Paid-In Capital [Member] | ||
Issuance of common stock for services | $ 202,390 | $ 425,678 |
Retirement of common stock for accounts receivable | $ 49,869 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Stock-based compensation expense | $ 1,713,764 | $ 1,864,995 | |
Remaining amount of unamortized stock option expense | $ 1,651,146 | ||
Options outstanding | 23,590,000 | 17,830,000 | 17,260,000 |
Options exercisable | 14,151,658 | 10,952,633 | |
Intrinsic value of stock options outstanding | $ 0 | ||
Grant date fair value of stock options | $ 1,446,000 | $ 249,793 | |
2011 Equity Incentive Plan [Member] | |||
Number of shares authorized under equity compensation plan | 20,000,000 | ||
Shares available for issuance | 16,333,333 | ||
2012 Equity Incentive Plan [Member] | |||
Number of shares authorized under equity compensation plan | 12,000,000 | ||
Shares available for issuance | 436,907 | ||
2013 Equity Incentive Plan [Member] | |||
Number of shares authorized under equity compensation plan | 12,000,000 | ||
Shares available for issuance | 2,363,612 | ||
2015 Equity Incentive Plan [Member] | |||
Number of shares authorized under equity compensation plan | 17,500,000 | ||
Shares available for issuance | 11,500,000 | ||
Outside of The Equity Incentive Plans [Member] | |||
Options outstanding | 333,333 | ||
Options exercisable | 333,333 |
STOCK BASED COMPENSATION (Det52
STOCK BASED COMPENSATION (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Number of Shares | |||
Outstanding | 17,830,000 | 17,260,000 | |
Granted | 6,780,000 | 820,000 | |
Forfeited and canceled | (1,020,000) | (200,000) | |
Outstanding | 23,590,000 | 17,830,000 | 17,260,000 |
Exercisable | 14,151,658 | 10,952,633 | |
Weighted Average Exercise Price | |||
Outstanding | $ 0.35 | $ 0.35 | |
Granted | 0.30 | 0.27 | |
Exercised | 0.16 | ||
Outstanding | 0.25 | 0.35 | $ 0.35 |
Exercisable | $ 0.28 | $ 0.33 | |
Weighted Average Remaining Contract Term | |||
Outstanding | 3 years 2 months 9 days | 3 years 7 months 17 days | 4 years 2 months 23 days |
Exercisable | 2 years 2 months 19 days | 3 years 3 months 29 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Apr. 24, 2014 | Jan. 31, 2016 | Jan. 31, 2015 |
Par value of shares of common stock that can be purchased with each unit (in dollars per share) | $ 0.001 | $ 0.001 | |
Subscription Agreement with Mother Parkers Tea and Coffee Inc [Member] | |||
Units issued | 7,333,529 | ||
Number of shares of common stock that can be purchased with each unit | 1 | ||
Par value of shares of common stock that can be purchased with each unit (in dollars per share) | $ 0.001 | ||
Number of warrants that can be purchased with each unit | 1 | ||
Number of shares of common stock that can be purchased with one warrants | 1 | ||
Period used to calculate weighted-average price per share of the Company's common stock for issuance of units | 50 days | ||
Per Unit Price (in dollars per share) | $ 0.3409 | ||
Total purchase price paid by counterparty | $ 2,500,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Jan. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 18,407,581 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 6,821,077 | $ 6,392,132 |
Stock based compensation | 2,728,166 | 2,212,946 |
Charitable contribution carry forward | 52,414 | |
Allowance for bad debts | 26,372 | 37,056 |
Total deferred tax assets | 9,628,029 | 8,642,133 |
Less, valuation allowance | $ (9,628,029) | $ (8,642,133) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 33.74% | 33.78% |
State taxes, net of federal benefit | 3.06% | 3.05% |
Change in valuation allowance | (36.80%) | (36.83%) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Mar. 31, 2015USD ($) | Jul. 28, 2014USD ($) | Jun. 30, 2014USD ($) | Jul. 31, 2019USD ($) | Jul. 31, 2018USD ($) | Jul. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2016USD ($)ft² | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Apr. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Jul. 31, 2014USD ($) | Dec. 31, 2011USD ($)shares | Sep. 08, 2015shares |
Stock sold during the period, value | $ 2,500,000 | ||||||||||||||||
Office and Warehouse Space - Lipan Street [Member] | |||||||||||||||||
Square footage of assets held under operating lease agreement | ft² | 7,466 | ||||||||||||||||
Lease expiration date | Jun. 30, 2017 | ||||||||||||||||
Monthly rent due | $ 0 | $ 3,150 | $ 2,950 | $ 2,800 | |||||||||||||
Office Space - Tejon Street [Member] | |||||||||||||||||
Square footage of assets held under operating lease agreement | ft² | 4,800 | ||||||||||||||||
Lease term | 36 months | ||||||||||||||||
Lease expiration date | Jul. 31, 2016 | ||||||||||||||||
Annual rental increase percentage during the first three years per terms of lease agreement | 4.00% | ||||||||||||||||
Monthly rent due | $ 8,499 | $ 8,172 | $ 7,858 | ||||||||||||||
Monthly rent due, under option to renew | $ 9,560 | $ 9,192 | $ 8,839 | ||||||||||||||
Retail Space - Wynkoop [Member] | |||||||||||||||||
Square footage of assets held under operating lease agreement | ft² | 121 | ||||||||||||||||
Lease term | 60 months | ||||||||||||||||
Monthly rent due | $ 1,500 | ||||||||||||||||
Pending Litigation [Member] | |||||||||||||||||
Stock sold during the period, value | $ 2,500,000 | ||||||||||||||||
Stock sold during period, shares | shares | 6,250,000 | ||||||||||||||||
Settlement With Whittle [Member] | |||||||||||||||||
Amount awarded | $ 80,000 | ||||||||||||||||
Monthly payments | $ 10,000 | ||||||||||||||||
Amount of damages in default | $ 10,000 | ||||||||||||||||
Settlement With Whittle [Member] | Damages Sought, Payments Related To Consulting Agreement [Member] | |||||||||||||||||
Damages claimed | $ 19,715 | ||||||||||||||||
Settlement With Whittle [Member] | Damages Sought, Breach Of Consulting Agreement [Member] | |||||||||||||||||
Damages claimed | $ 60,000 | ||||||||||||||||
Settlement With Sky [Member] | |||||||||||||||||
Shares Returned Under Settlement | shares | 130,480 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Concentration Risk [Line Items] | ||
Sales | $ 11,198,605 | $ 8,901,367 |
CHILE [Member] | ||
Concentration Risk [Line Items] | ||
Sales | 808,658 | 196,099 |
CANADA [Member] | ||
Concentration Risk [Line Items] | ||
Sales | 922,517 | 1,546,422 |
License and Services Revenue | 410,153 | 282,641 |
KOREA, REPUBLIC OF [Member] | ||
Concentration Risk [Line Items] | ||
Sales | $ 28,723 | $ 227,751 |
Vendor Concentration Risk [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 42.00% | 61.00% |
Percentage concentration, additional description | Two vendors | Three vendors |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 42.00% | 52.00% |
Percentage concentration, additional description | Three distributors | Two customers |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 20, 2016 | Mar. 15, 2016 | Mar. 10, 2016 | Mar. 08, 2016 | Sep. 24, 2015 | Sep. 16, 2015 | Sep. 09, 2015 | Apr. 30, 2016 | Mar. 31, 2016 | Mar. 16, 2016 | Apr. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 31, 2016 | Jun. 30, 2015 | Jan. 31, 2015 | Jan. 31, 2014 |
Debt discounts | $ 584,108 | |||||||||||||||||
Options outstanding | 23,590,000 | 17,830,000 | 17,260,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event Date | Apr. 20, 2016 | |||||||||||||||||
Subsequent Event Description | On April 20, 2016, the Company entered into a settlement and release with one of its officer and director insurance providers, pursuant to which among other things, the provider has agreed to buy out the Companys officer and director liability insurance policy for the period from March 15, 2011 to March 15, 2012 for $400,000. | |||||||||||||||||
Settlement buyout of insurance | $ 400,000 | |||||||||||||||||
2015 Directors and Officers Plan [Member] | ||||||||||||||||||
Options exercise price | $ 0.195 | |||||||||||||||||
2015 Directors and Officers Plan [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event Description | Mar. 10, 2016 | |||||||||||||||||
Payment terms of convertible debt | On March 10, 2016, the Board of Directors approved the repricing of options to purchase 6 million shares of the Companys common stock originally issued to the Companys executive officers and directors in June 2015. | |||||||||||||||||
Options outstanding | 6,000,000 | |||||||||||||||||
Options exercise price | $ 0.12 | |||||||||||||||||
2015 Directors and Officers Plan [Member] | Subsequent Event [Member] | Rohan Marley [Member] | ||||||||||||||||||
Options outstanding | 2,000,000 | |||||||||||||||||
Options exercise price | $ 0.12 | |||||||||||||||||
Options vesting | 666,666 | 666,667 | 666,667 | |||||||||||||||
2015 Directors and Officers Plan [Member] | Subsequent Event [Member] | Brent Toevs [Member] | ||||||||||||||||||
Options outstanding | 2,000,000 | |||||||||||||||||
Options exercise price | $ 0.12 | |||||||||||||||||
Options vesting | 666,666 | 666,667 | 666,667 | |||||||||||||||
2015 Directors and Officers Plan [Member] | Subsequent Event [Member] | Anh Tran [Member] | ||||||||||||||||||
Options outstanding | 2,000,000 | |||||||||||||||||
Options exercise price | $ 0.12 | |||||||||||||||||
Options vesting | 666,666 | 666,667 | 666,667 | |||||||||||||||
Outside of The Equity Incentive Plans [Member] | ||||||||||||||||||
Options outstanding | 333,333 | |||||||||||||||||
Duck Duck Spruce Convertible Note 2 [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt issuance date | Mar. 15, 2016 | |||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||
Note face amount | $ 220,000 | |||||||||||||||||
Gross proceeds from issuance of debt | $ 200,000 | |||||||||||||||||
Debt issue discount | 10.00% | |||||||||||||||||
Debt discounts | $ 20,000 | |||||||||||||||||
Convertible notes maturity | Mar. 15, 2017 | |||||||||||||||||
Shares issued as consideration for debt | 250,000 | |||||||||||||||||
Duck Duck Spruce Convertible Note 1 [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt issuance date | Mar. 8, 2016 | |||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||
Note face amount | $ 330,000 | |||||||||||||||||
Gross proceeds from issuance of debt | $ 300,000 | |||||||||||||||||
Debt issue discount | 10.00% | |||||||||||||||||
Debt discounts | $ 30,000 | |||||||||||||||||
Convertible notes maturity | Dec. 8, 2016 | |||||||||||||||||
Vis Vires Group Convertible Note [Member] | ||||||||||||||||||
Payment terms of convertible debt | 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 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note, including an exemption for persons with whom the Company was in discussions regarding an investment at the time the Vis Vires Convertible Note was entered into and officer and employee issuances/grants. | |||||||||||||||||
Default provisions | The Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to repay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note. | |||||||||||||||||
Debt issuance date | Sep. 24, 2015 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Note face amount | $ 254,000 | $ 250,000 | ||||||||||||||||
Convertible notes maturity | Jun. 11, 2016 | |||||||||||||||||
Prepayment terms of convertible debt | We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance of the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. | |||||||||||||||||
Debt covenants | At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock.We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. | |||||||||||||||||
Default interest rate | 22.00% | |||||||||||||||||
Debt issuance costs | $ 4,000 | |||||||||||||||||
Vis Vires Group Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Terms of note 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 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note. | |||||||||||||||||
Default provisions | he Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to pay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note. | |||||||||||||||||
Debt issuance date | Mar. 11, 2016 | |||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||
Note face amount | $ 225,000 | |||||||||||||||||
Prepayment terms of convertible debt | We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made. | |||||||||||||||||
Debt covenants | At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. | |||||||||||||||||
Default interest rate | 22.00% | |||||||||||||||||
Debt issuance costs | $ 3,000 | |||||||||||||||||
JMJ Convertible Note [Member] | ||||||||||||||||||
Terms of note 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 per share or 65% (a 35% discount) of the two lowest closing prices of our common stock in the 20 trading days prior to the date of any conversion, provided that if we are not DWAC eligible at the time of any conversion an additional 10% discount applies, and in the event our common stock is not DTC eligible at the time of any conversion, an additional 5% discount applies. The JMJ Convertible Note provides that unless we and JMJ agree in writing, JMJ is not eligible to convert any amount of the note into common stock which would result in JMJ owning more than 4.99% of our common stock. | |||||||||||||||||
Default provisions | 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% of the principal amount of the note, plus all of the unpaid interest, fees, liquidated damages (if any) and other amounts due. Any amount not paid when due accrues interest at the rate of 18% per annum until paid in full. JMJ is not required to provide us any written notice in order to accelerate the amounts owed under the JMJ Convertible Note in the event of the occurrence of an event of default. | |||||||||||||||||
Debt issuance date | Sep. 16, 2015 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Note face amount | $ 900,000 | |||||||||||||||||
Gross proceeds from issuance of debt | $ 350,000 | |||||||||||||||||
Debt issue discount | 10.00% | |||||||||||||||||
Convertible notes maturity | Sep. 16, 2017 | |||||||||||||||||
Prepayment terms of convertible debt | Until 180 days after the date of the note, we are able to prepay the note assuming we prepay all outstanding principal together with a penalty of 40% of such amount, interest, fees, liquidated damages (if any), and the original issuance discount due thereon; and after 160 days, we are not able to prepay the note without JMJs written approval. | |||||||||||||||||
JSJ Convertible Note [Member] | ||||||||||||||||||
Payment terms of convertible debt | The JSJ convertible note is payable by us on demand by JSJ at any time after March 6, 2016. We have the right to repay the JSJ Convertible Note (a) for an amount equal to 135% of the then balance of such note until the 180th day following the date of the note, and (b) for an amount equal to 150% of the balance of such note subsequent to the maturity date (provided the holder consents to such payment after maturity). | |||||||||||||||||
Terms of note 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% (a 40% discount) to the third lowest intra-day trading price of the Company's common stock during the 10 trading days prior to any conversion date of the note. In the event we do not issue the holder any shares due in connection with a conversion within three business days, we are required to issue the holder additional shares equal to 25% of the conversion amount, and an additional 25% of such shares for each additional five business days beyond such fourth business day that such failure continues. In the event we do not have a sufficient number of authorized but unissued shares of common stock to allow for the conversion of the note, the discount rate (40%) is increased by an additional 5%. | |||||||||||||||||
Default provisions | 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). | |||||||||||||||||
Debt issuance date | Sep. 9, 2015 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Note face amount | $ 275,000 | |||||||||||||||||
Convertible notes maturity | Mar. 6, 2016 | |||||||||||||||||
Debt covenants | 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% of the then outstanding shares of our common stock, provided such percentage may be increased by JSJ to up to increases to 9.99% upon not less than 61 days prior written notice to us. | |||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||
Debt issuance costs | $ 5,000 | |||||||||||||||||
JSJ Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event Date | Mar. 1, 2016 | |||||||||||||||||
Subsequent Event Description | On March 1, 2016, we entered into a side letter agreement with JSJ. Pursuant to the side letter agreement, JSJ agreed to extend the maturity date of the JSJ Note to December 9, 2016 (from March 9, 2016), and we agreed to amend the terms of the JSJ Note | |||||||||||||||||
Payment terms of convertible debt | JSJ agreed to extend the maturity date of the JSJ Note to December 9, 2016 (from March 9, 2016), and we agreed to amend the terms of the JSJ Note relating to prepayment, to allow us the right to prepay the JSJ Note (a) from March 1, 2016 to September 9, 2016, provided we pay a redemption premium of 135% of the principal amount of such note together with accrued interest thereon, and (b) from September 10, 2016 to the maturity date, provided we pay a redemption premium of 150% of the principal amount of such note together with accrued interest thereon. | |||||||||||||||||
Terms of note conversion | The side letter agreement also amended the JSJ Note to (a) allow JSJ the right at any time after September 9, 2016, to convert the amount owed under the JSJ Note into shares of our common stock at a 40% discount to the third lowest trade during the previous 10 trading days prior to the date of conversion, provided that in no event will such conversion price be less than $0.00005 per share; and (b) to add a 4.99% ownership limitation which prevents JSJ from converting the note into our common stock in the event it and its affiliates would beneficially own more than 4.99% of our common stock upon such conversion, provided that such percentage can be increased by JSJ with 61 days prior written notice up to 9.99%. | |||||||||||||||||
Default provisions | The side letter agreement also amended the events of default under the JSJ Note to include other additional customary events of default, in the event we cease filing reports with the Securities and Exchange Commission or if we file a Form 15. | |||||||||||||||||
Debt extension costs | $ 117,253 | |||||||||||||||||
Interest paid | 16,003 | |||||||||||||||||
Legal fees paid | 5,000 | |||||||||||||||||
Consideration Paid | 96,250 | |||||||||||||||||
Typenex Convertible Note [Member] | ||||||||||||||||||
Payment terms of convertible debt | Beginning on the date that is six (6) months after the Closing Date and on the same day of each month thereafter until the maturity date, so long as any amount is outstanding under the Typenex Note, the Company is required to pay to Typenex installments of principal equal to $75,000 (or such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Payments of each installment amount may be made in cash, subject to the terms of the note. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock as described below. | |||||||||||||||||
Terms of note conversion | Beginning six (6) months after the Closing Date, Typenex may convert the balance of the Typenex Note, or any installment or portion thereof, utilizing the conversion price calculation set forth below. Generally, the conversion price will be $0.30 per share; however, in the event the Company's market capitalization falls below $3 million, then the conversion price is the lower of (a) $0.30 per share, and (b) the Market Price. The Market Price is calculated by applying a discount of 40% (provided that under certain events the discount may be reduced to up to 60%, upon the occurrence of certain events (with a reduction of 5% per event) such as the value of common stock (as calculated in the note) declining below $0.10 per share; the Company not being Deposit/Withdrawal At Custodian - DWAC eligible; the Company's common stock not being DTC eligible; or the occurrence of any major default (as described in the note)), to the average of the three (3) lowest intra-day trading prices of the Company's common stock during the ten (10) trading days immediately preceding the applicable conversion. The Company may also elect to make payment of installments in the form of equity on substantially the same terms, subject to the terms and conditions of the Typenex Note, and Typenex's right in certain cases to require a certain portion of such payment to be paid in cash or stock. Additionally, 20 days after shares issued upon redemption of the note are eligible to be freely traded by Typenex (as described in the note), there is a required true up, whereby Typenex is required to be issued additional shares in the event the trading price of the Company's common stock has declined from the time of original issuance to the date such shares are free trading' as described in the Typenex Note. | |||||||||||||||||
Default provisions | The Typenex Note contains 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. | |||||||||||||||||
Debt issuance date | Sep. 14, 2015 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Note face amount | $ 1,005,000 | |||||||||||||||||
Convertible notes maturity | Apr. 30, 2022 | |||||||||||||||||
Prepayment terms of convertible debt | The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35% prepayment penalty during the first six months the note is outstanding and 50% thereafter. | |||||||||||||||||
Debt covenants | Typenex is prohibited from owning more than 4.99% of the Company's outstanding shares, pursuant to the Typenex Note, unless the market capitalization of the Company's common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company's outstanding shares. | |||||||||||||||||
Default interest rate | 22.00% | |||||||||||||||||
Typenex Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Repayments of convertible debt | $ 75,000 | $ 75,000 | $ 150,000 | |||||||||||||||
Duck Duck Spruce Convertible Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Payment terms of convertible debt | if we repay the Duck Duck Notes more than 90 days after the issuance date thereof, the 5% interest which would have accrued through maturity is required to be paid to Duck Duck at the time of repayment | |||||||||||||||||
Terms of note conversion | The amounts owed under the Duck Duck Notes are convertible into shares of our common stock from time to time after the 180 th chilled | |||||||||||||||||
Default provisions | The Duck Duck Notes provide for standard and customary events of default such as failing to timely make payments under the Duck Duck Notes when due and the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements. | |||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||
Default interest rate, textual description | the lesser of 10% per annum and the highest rate allowed per law upon an event of default | |||||||||||||||||
Prepayment terms of convertible debt | The Duck Duck Notes can be repaid by us prior to the 180th day after the issuance date thereof along with a prepayment penalty of between 105% and 130% of the principal amount owed thereunder, plus interest (which as described above requires the total of interest through maturity if repaid more than 90 days after the issuance date). After the 180th day after the issuance date the notes cannot be repaid without the written consent of Duck Duck. | |||||||||||||||||
Debt covenants | At no time may the Duck Duck Notes be converted into shares of our common stock if such conversion would result in Duck Duck and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. |