Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2016 | Dec. 05, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | JAMMIN JAVA CORP. | |
Entity Central Index Key | 1,334,586 | |
Document Type | 10-Q | |
Trading Symbol | JAMN | |
Document Period End Date | Jul. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 230,567,965 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 137,561 | $ 231,021 |
Accounts receivable, net | 129,614 | 1,415,559 |
Prepaid expenses | 103,109 | 30,171 |
Other current assets | 3,000 | 8,000 |
Total current assets | 373,284 | 1,684,751 |
Property and equipment, net | 123,523 | 187,838 |
Intangible asset, net | 477,694 | 593,325 |
Other assets | 21,316 | 23,567 |
Total Assets | 995,817 | 2,489,481 |
Current Liabilities: | ||
Accounts payable | 3,057,769 | 3,527,083 |
Accrued expenses | 1,196,654 | 497,431 |
Accrued royalty and other expenses - related party | 84,174 | |
Note payable - related party | 297,324 | |
Current portion of convertible and other notes payable, net of discount | 1,243,972 | 1,029,558 |
Derivative liability - conversion feature | 1,503,500 | 778,951 |
Total current liabilities | 7,299,219 | 5,917,197 |
Convertible notes payable, net of discount | 231,404 | |
Total Liabilities | 7,530,623 | 5,917,197 |
Commitments & Contingencies (Note 8) | ||
Stockholders' Deficit | ||
Common stock, $0.001 par value, 5,112,861,525 shares authorized; 130,473,328 and 126,455,312 shares issued and outstanding as of July 31,2016 and January 31, 2016, respectively | 130,473 | 126,455 |
Additional paid-in capital | 26,962,259 | 25,691,579 |
Accumulated deficit | (33,627,538) | (29,245,750) |
Total Stockholders' Deficit | (6,534,806) | (3,427,716) |
Total Liabilities and Stockholders' Deficit | $ 995,817 | $ 2,489,481 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2016 | Jan. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 5,112,861,525 | 5,112,861,525 |
Common stock, issued | 130,473,328 | 126,455,312 |
Common stock, outstanding | 130,473,328 | 126,455,312 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Income Statement [Abstract] | ||||
Sales, net | $ 1,697,783 | $ 2,868,021 | $ 4,425,782 | $ 5,449,448 |
Cost of sales | 1,394,818 | 2,059,049 | 3,181,688 | 3,843,861 |
Gross Profit | 302,965 | 808,972 | 1,244,094 | 1,605,587 |
Operating Expenses: | ||||
Compensation and benefits | 828,689 | 777,961 | 1,799,392 | 1,750,767 |
Selling and marketing | 618,771 | 601,152 | 1,219,480 | 1,122,268 |
General and administrative | 370,629 | 363,349 | 1,141,932 | 856,173 |
Total operating expenses | 1,818,089 | 1,742,462 | 4,160,804 | 3,729,208 |
Other expense | ||||
Other income (expense) | 11,424 | (32,537) | 3,774 | (32,537) |
Changes in fair value of derivative liability | (720,897) | (644,983) | ||
Gain on extinguishment of debt | 362,506 | |||
Interest expense | (669,622) | (2,468) | (1,186,375) | (9,573) |
Total other expense | (1,379,095) | (35,005) | (1,465,078) | (42,110) |
Net Loss | $ (2,894,219) | $ (968,495) | $ (4,381,788) | $ (2,165,731) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 130,385,164 | 125,545,910 | 129,081,473 | 125,221,362 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating Activities: | ||
Net loss | $ (4,381,788) | $ (2,165,731) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
Depreciation & amortization | 179,649 | 110,252 |
Stock based compensation | 852,462 | 635,010 |
Common stock issued for services | 394,736 | 156,381 |
Common stock issued for financing costs | 27,500 | |
Loss on sale of business | 32,537 | |
Accrued interest | 311,174 | |
Change in fair value of derivative liability | 644,983 | |
Amortization of discount on notes payable | 449,633 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,285,945 | (200,346) |
Inventory | 194,911 | |
Other current assets | 5,000 | |
Prepaids | (72,938) | (26,851) |
Other assets | 2,251 | 5,600 |
Accrued liability - related party | (84,174) | (8,907) |
Accounts payable and accrued liabilities | 527,233 | 586,321 |
Net cash provided by (used in) operating activities | 141,666 | (680,823) |
Investing Activitites: | ||
(Purchases) sales of fixed assets | 297 | (12,894) |
Sale of division | 78,002 | |
Net cash (used in) provided by financing activities | 297 | 65,108 |
Financing Activities: | ||
Proceeds from issuance of notes payable | 76,518 | 223,561 |
Repayments of notes payable | (311,941) | |
Net cash provided by financing activities | (235,423) | 223,561 |
Net decrease in cash | (93,460) | (392,154) |
Cash - Beginning of Period | 231,021 | 443,189 |
Cash - End of Period | 137,561 | $ 51,035 |
Noncash Investing and Financing Transactions: | ||
Accounts payable converted to note payable | 247,324 | |
Gain on extinguishment of debt | $ 362,506 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2016 | |
Basis Of Presentation | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim financial statements of Jammin Java Corp. (the “ Company SEC As used in this Quarterly Report, the terms “ we, us, our, Jammin Java Company |
Going Concern and Liquidity
Going Concern and Liquidity | 6 Months Ended |
Jul. 31, 2016 | |
Going Concern And Liquidity | |
Going Concern and Liquidity | Note 2. Going Concern and Liquidity These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company incurred a net loss of $4,381,788 for the six months ended July 31, 2016, and has an accumulated deficit since inception of $33,627,538. The Company has a history of losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of debt instruments as well as the sale of its common stock. The Company will, in the future, need to secure additional funds through future equity sales or other fund raising activities. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to sell its products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses, and obtain additional funds when needed. Management intends to increase sales by increasing the Company’s product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships. There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2016 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company’s ability to continue as a going concern. |
Business Overview and Summary o
Business Overview and Summary of Accounting Policies | 6 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Business Overview and Summary of Accounting Policies | Note 3. Business Overview and Summary of Accounting Policies Jammin Java, doing business as Marley Coffee, is a United States (“U.S.”)-based company that provides sustainably grown, ethically farmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brand name. U.S. and international grocery retail channels have become the Company’s largest revenue channels, followed by online retail, office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop these revenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marley name through the licensing of the Marley Coffee trademarks. Reclassifications. Use of Estimates in Financial Statement Preparation. GAAP Cash and Cash Equivalents. 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. Accounts due to/due from Roasters. Mother Parkers Financial assets and liabilities are subject to offset and presented as net amounts in the statement of financial position when, and only when, the Company currently has a legally enforceable right to offset amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Company does not have offset rights with respect to Mother Parkers due to/due from amounts at July 31, 2016. Allowance for Doubtful Accounts. Inventories. y providing an excess inventory reserve. As of July 31, 2016 and January 31, 2016, inventory was not significant. Property and Equipment. Impairment of Long-Lived Assets. Stock-Based Compensation FASB ASC Compensation – Stock 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. FASB Income Taxes Earnings or Loss Per Common Share. Recently Issued Accounting Pronouncements |
Trademark License Agreements an
Trademark License Agreements and Intangible Assets | 6 Months Ended |
Jul. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Trademark License Agreements and Intangible Assets | Note 4 Trademark License Agreements and Intangible Assets On June 27, 2016, and effective June 24, 2016, Fifty-Six Hope Road Music Limited (“ 56 Hope Road License Agreement Rohan Marley, our former Chairman, owns an interest in 56 Hope Road. On July 6, 2016, the Company and Hope Road Merchandising, LLC (“ HRM Short-Term License The Company planned to continue to work with HRM and 56 Hope Road in good faith to try to extend the terms of the Short-Term License and remain partners, as well as to preserve shareholder value. Notwithstanding that, on July 21, 2016, HRM and 56 Hope Road provided the Company notice of the termination of the Short-Term License and demanded that all use of the Trademarks cease immediately. 56 Hope Road terminated the Short-Term License due to the Company’s alleged breach of certain of the terms of the Short-Term License, including, but not limited to, the Company’s failure to deliver quarterly statements and annual audited financial statements in a timely manner, and issues raised regarding security interests alleged to have been granted by the Company in connection with the licenses, to various third parties in alleged violation of the licenses. The Company believes that the termination notice received on July 21, 2016 as well as the termination of the License Agreement, was without merit and that 56 Hope Road has no reasonable basis for such terminations. On August 1, 2016, 56 Hope Road and HRM filed a complaint against the Company in the Superior Court of the State of California, County of Los Angeles, Central Division (Case No. BC628981). The complaint (a) seeks a declaratory judgment relating to the termination of the licenses, (b) seeks damages for our alleged (i) breaches of the License Agreement and Short-Term License, (ii) tortious interference with 56 Hope Road’s and HRM’s economic relationships with licenses and prospective licensees, and (iii) trademark infringement; (c) requests an accounting of our books and records; and (d) requests punitive and exemplary damages in connection with allegations of fraud and misrepresentation. The Company vehemently denies the allegations made by 56 Hope Road and HRM, and plans to vigorously defend themselves against the claims made in the complaint. On August 4, 2016, the Company filed (a) a notice of removal with the court, requesting the case be removed from state court to the United States District Court for the Central District of California; (b) a request for a temporary restraining order requesting the court to reinstate the Short-Term License until a final decision on the pending lawsuit is determined; and (c) an answer to the complaint denying the allegations of 56 Hope Road and HRM, including certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for breach of contract and breach of implied covenants of good faith and fair dealing, (ii) 56 Hope Road and HRM for intentional and negligent interference with prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, and seeking that the court enter judgment in favor of the Company on all claims alleged by 56 Hope Road and HRM and further seeking economic damages, punitive and exemplary damages, pre-and-post judgment interest and court costs from 56 Hope Road, HRM and Rohan Marley. The case was then removed to the United States District Court of California Western Division (Case No. 2:16-cv-05810-SVW-MRW). 56 Hope Road and HRM subsequently amended their complaint to seek damages for alleged breach of contract in connection with the License Agreement and Short-Term License, declaratory relief in connection with the License Agreement and Short-Term License (i.e., that such agreements have been effectively terminated by us), interference with prospective economic advantage, trademark infringement, accountings, fraud, and indemnity. The Company denied the allegations, asserted certain several affirmative defenses and filed counterclaims against Rohan Marley for breach of fiduciary duty and civil conspiracy, which claims 56 Hope Road, HRM and Rohan Marley have moved to be dismissed. Trial is currently set for March 2017. The Company believes that pending the outcome of the litigation, it is legally able to utilize the trademark through the term of the Short-Term License. In the event that the Company is unable, through the pending litigation or otherwise, to obtain rights to the Trademarks, it will have a material adverse effect on the Company’s ability to generate revenue, the Company’s results of operations and assets, could force the Company to abandon or attempt to change its business operations, which are currently solely focused on monetizing the Trademarks, and may force the Company to seek bankruptcy protection, all of which could cause the value of the Company’s common stock to decline in value or become worthless. Furthermore, the Company believes that its ability to generate revenue will be significantly limited during the period the lawsuit described above is pending. Intangible assets primarily relate to our License Agreement with 56 Hope Road. The License Agreement had been amortized using a life of fifteen years since its inception. The Company believes that the license with 56 Hope Road is still currently valid and continues to operate as such. Management, in consultation with its legal team, do not believe the license is impaired until such time that the license has been evacuated from a legal perspective. License agreement, net consists of the following: July 31, January 31, 2016 License Agreement $ 730,000 $ 730,000 Accumulated amortization (285,915 ) (170,332 ) License Agreement, net $ 444,085 $ 559,668 The amortization period is six months. Amortization expense consists of the following: For the six months ended July 31, 2016 2015 License Agreement $ (115,583 ) $ (24,333 ) Intangible assets (4,990 ) (6,654 ) Total License Agreement Amortization Expense $ (120,573 ) $ (30,987 ) |
Outstanding debt
Outstanding debt | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding debt | Note 5. Outstanding debt Convertible and other notes payable are as follows as of July 31, 2016: Outstanding Face Amount as of Accrued Debt Interest Commitment July 31, 2016 Interest Discount Net Amount Rate Maturity Colorado Medical $ 500,000 56,318 20,195 — 76,513 20.0 % September 26, 2016 JSJ 275,000 275,000 14,356 (72,121 ) 217,235 18.0 % December 6, 2016 JMJ ** 900,000 385,000 70,726 (224,322 ) 231,404 12.0 % September 16, 2017 Vis Vires 250,000 225,000 16,527 (97,620 ) 143,907 22.0 % December 9, 2016 Duck Duck Spruce 550,000 550,000 16,690 (186,871 ) 379,819 10.0 % December 15, 2016 Third party loan 260,311 322,511 103,986 — 426,497 32.0 % December 1, 2016 $ 2,735,311 $ 1,813,829 $ 242,480 $ (580,934 ) $ 1,475,376 — — Derivative liability — 1,503,500 — — — — — *Line of Credit. **Noncurrent note. Revolving Line of Credit – Colorado Medical Finance Services, LLC Effective on February 16, 2015, the Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. 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 as a reduction of accounts receivable related to coffee sales/services, at the option of the lender, with our consent. We have paid, and intend to continue to pay all related interest in cash. The line of credit expired, and all amounts were due under the line of credit on September 26, 2016. The Company has informally been granted a reduction of payments to them in the amount of $3,000 per month until the end of the trial in which case it will be re-evaluated where the note stands. 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 July 31, 2016 there was $76,513 outstanding which included $56,318 in principal and $20,195 in interest due. The payments due on this line of credit have been made on a monthly basis. Convertible Note Payable – JSJ On September 9, 2015, we entered into a 12% Convertible Note to JSJ Investments Inc. (“ JSJ JSJ Convertible Note In September 2016, JSJ converted $38,320 of principal and interest owed on the JSJ Convertible Note into 24,733,056 shares of common stock. Convertible Promissory Notes Payable - with Typenex Co-Investment, LLC On September 14, 2015 (the “ Closing Date Typenex SPA Typenex Typenex Note Investor Notes Convertible Promissory Note with JMJ Financial On September 16, 2015, we entered into a Convertible Promissory Note with JMJ Financial (“ JMJ JMJ Convertible Note In August 2016, JMJ converted $190,628 of principal and interest owed on the JMJ Convertible Note into 24,670,000 shares of common stock. In September 2016, JMJ converted $68,962 of principal and interest owed on the JMJ Convertible Note into 24,395,000 shares of common stock. Convertible Notes Payable –Vis Vires On September 24, 2015, we entered into a Convertible Promissory Note with Vis Vires Group, Inc. (“ Vis Vires Vis Vires Convertible Note On March 16, 2016, we sold Vis Vires an additional Convertible Promissory Note in the principal amount of $225,000 (the “ New Vis Vires Convertible Note Convertible Promissory Convertible Promissory Notes with Duck Duck Spruce In March 2016, we sold Duck Duck Spruce, LLC (“ Duck Duck Duck Duck Notes In September 2016, Duck Duck converted $46,820 of principal and interest owed on the March 8, 2016 Convertible Promissory Note due to Duck Duck into 26,296,581 shares of common stock. The second 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) the conversion price also includes price 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, the conversion price is automatically reduced to such lower price. The Company recorded a debt discount associated with this note, which was considered a derivative liability, totaling approximately $319,177. At July 31, 2016, the derivative liability was valued at $197,264. Third Party Loans 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. The balance of the note was $322,511 as of July 31, 2016. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions Transactions with Marley Coffee Ltd. During the six months ended July 31, 2016 and 2015, the Company made purchases of $0 and 358,989, respectively, from Marley Coffee Ltd. (“ MC The Company also received $0 and $52,596 in rebates from MC during the six months ended July 31, 2016 and 2015, respectively, on the Jamaican green coffee purchased. The Company directs these purchases to third-party roasters for fulfillment of sales orders. 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. License with Fifty-Six Hope Rd As of July 31, 2016 and 2015, the Company incurred license fees payable to Fifty-Six Hope Road Music Limited (“ 56 Hope Road Marley Coffee Other Related Party Transactions 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 six months ended July 31, 2016 and 2015, the Company made net purchases of $634, and $3,496, respectively, from House of Marley. House of Marley produces headphones and speakers that the Company uses for promotions and trade shows. During the six months ended July 31, 2016 and 2015, the Company made purchases of $0 and $521, respectively from Zion Rootswear. The purchases from 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 six months ended July 31, 2016 of $4,314 to Lions of Marley, $420 to Delivery Agent (for product that is sold on the Bob Marley Website). During the six months ended July 31, 2015, the Company made no sales to related parties. The companies above are licensees of Hope Road Merchandising, LLC, a company in which Rohan Marley is a beneficiary. During the six months ended July 31, 2016, the Company paid Rohan Marley Enterprises $93,668 of which $93,428 was paid through stock compensation for director’s fees and bonus and $240 was paid in cash for reimbursable expenses. During the six months ended July 31, 2015, the Company paid Rohan Marley Enterprises $90,909 for directors consulting 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 owed to Mother Parkers at July 31, 2016 was $2,174,916 and at July 31, 2015 $2,054,926 was due to Mother Parkers for coffee purchases. The total accounts receivable due from Mother Parkers as of July 31, 2016 and 2015 is $430,325 and $176,351, respectively. During the six months ended July 31, 2016 and 2015, the Company paid Sondra Toevs, $1,862 and $5,386, respectively and Ellie Toevs, $1,922 and $2,629, respectively, for part-time employment. Sondra Toevs is the wife of the Company’s CEO, Brent Toevs, and Ellie Toevs is the daughter of Mr. Toevs. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ Equity Share-based Compensation: On August 5, 2011, the Board of Directors approved the Company’s 2011 Equity Compensation Plan (the “ 2011 Plan On October 14, 2012, the Board of Directors approved the Company’s 2012 Equity Incentive Plan, which was amended and restated on September 19, 2013 (as amended and restated, the “ 2012 Plan On September 10, 2013, the Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “ 2013 Plan On June 30, 2015, the Board of Directors approved and adopted the Company’s 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 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 stock options during the six month period ended July 31, 2016 and related balances outstanding as of that date are set forth below: Shares Weighted Average Weighted Average Remaining Contractual Term Outstanding, beginning balance 17,650,000 $ 0.27 Granted 6,000,000 0.12 Exercised — — Forfeited (60,000 ) — Expired — — Outstanding, ending balance 23,590,000 $ 0.23 2.43 Exercisable 14,929,161 $ 0.28 1.78 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. On September 30, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company (“ Whittle MCL HRM 56 Hope Road Marley Coffee Estate The complaint alleged 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 included, among others, racketeering activity, trademark infringement, breach of fiduciary duty, civil theft, and civil conspiracy (some of which causes of action were not directly alleged against the Company), which were alleged to have directly caused Whittle and MCL substantial financial harm. Damages claimed by Whittle and MCL included economic damages to be proven at trial, profits made by defendants, treble damages, punitive damages, attorneys’ fees and pre and post judgment interest. Effective on May 19, 2016, Whittle, MCL, Rohan Marley, Cedella Marley, the Company, HRM and 56 Hope Road entered into a Settlement Agreement in connection with the proceeding described above (at the same time Whittle entered into a separate settlement agreement with Marley Coffee Estate). Pursuant to the Settlement Agreement, (a) Whittle agreed to resign as a manager of MCL, assign his approximate 29% membership interest in MCL to MCL for $1.00 of total consideration, and also consented to the redemption of certain other outstanding membership interests in such entity; (b) Whittle agreed to cancel and terminate the options to purchase 2 million shares of the Company’s common stock which he held as of the date of the parties’ entry into the Settlement Agreement for $1.00 of total consideration; (c) Whittle agreed to release and waive any rights to any past due or future due payments owed by the Company under the Settlement described above, including releasing the remaining amount of $10,000 which Whittle was due pursuant to such Settlement; (d) Whittle provided a general release to each of the defendants (including the Company and Rohan Marley) from all claims, liability and obligations which Whittle had against such defendants; and (e) each of the defendants (including the Company and Rohan Marley) provided Whittle a general release from all claims, liability and obligations which such defendants had against Whittle. In connection with the entry into the Settlement Agreement and the settlement of the lawsuit, the lawsuit described above was dismissed. 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 On or around May 31, 2016, the Company entered into a ‘Consent of Defendant Jammin Java Corp.’ (the “ Consent Complaint Final Judgment The Final Judgment was approved by the SEC on or around May 31, 2016 and approved by the court on July 6, 2016, which is anticipated by the end of July 2016. The Company has accrued $700,000 for estimated settlement expense in the quarter ended July 31, 2016, which is offset by a $400,000 insurance settlement which was received in May 2016. The Company believes that the Final Judgment is a positive outcome for the Company as it settles the SEC’s outstanding action against the Company and removes the uncertainty surrounding such action moving forward. The Company continues to take action in the best interests of the shareholders to create shareholder value which includes assisting the SEC in its continued investigation. On August 1, 2016, 56 Hope Road and HRM filed a complaint against us in the Superior Court of the State of California, County of Los Angeles, Central Division (Case No. BC628981). The complaint (a) seeks a declaratory judgment relating to the termination of the licenses, (b) seeks damages for our alleged (i) breaches of the Long-Term License and Short-Term License, (ii) tortious interference with 56 Hope Road’s and HRM’s economic relationships with licenses and prospective licensees, and (iii) trademark infringement; (c) requests an accounting of our books and records; and (d) requests punitive and exemplary damages in connection with allegations of fraud and misrepresentation. On August 4, 2016, we filed (a) a notice of removal with the court, requesting the case be removed from state court to the United States District Court for the Central District of California; (b) a request for a temporary restraining order requesting the court to reinstate the Short-Term License until a final decision on the pending lawsuit is determined; and (c) an answer to the complaint denying the allegations of 56 Hope Road and HRM, including certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for breach of contract and breach of implied covenants of good faith and fair dealing, (ii) 56 Hope Road and HRM for intentional and negligent interference with prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, our former Chairman, and seeking that the court enter judgment in favor of us on all claims alleged by 56 Hope Road and HRM and further seeking economic damages, punitive and exemplary damages, pre-and-post judgment interest and court costs from 56 Hope Road, HRM and Mr. Marley. The case was then removed to the United States District Court of California Western Division (Case No. 2:16-cv-05810-SVW-MRW). 56 Hope Road and HRM subsequently amended their Complaint to seek damages for alleged breach of contract in connection with the Long-Term License and Short-Term License, declaratory relief in connection with the Long-Term License and Short-Term License (i.e., that such agreements have been effectively terminated by us), interference with prospective economic advantage, trademark infringement, accountings, fraud, and indemnity. We denied the allegations, asserted certain several affirmative defenses and filed counterclaims against Rohan Marley, our former director, for breach of fiduciary duty and civil conspiracy, which claims 56 Hope Road, HRM and Mr. Marley have moved to be dismissed. Trial is currently set for March 2017. We vehemently deny the allegations made by 56 Hope Road and HRM, and plan to vigorously defend ourselves against the claims made in the complaint. The Company has no basis of determining whether there is any likelihood of material loss associated with the claims and/or the potential and/or the outcome of the litigation. |
Concentrations
Concentrations | 6 Months Ended |
Jul. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 9. Concentrations A significant portion of our revenue is derived from our relationships with a limited number of vendors and distributors. The loss of one or more of our significant vendors or distributors would have a material impact on our revenues and results of operations. During the three-month periods ended July 31, 2016 and 2015, three customers accounted for 49.3% and 47% of net revenues, respectively. During the six month periods ended July 31, 2016 and 2015, two vendors accounted for 44% and 79% of purchases. The same two vendors accounted for 75% and 86% of the accounts payable as of July 31, 2016 and 2015, respectively. For the six month periods ended July 31, 2016 and 2015, total sales in Canada totaled $448,214 and $426,662 respectively. For the six month periods ended July 31, 2016 and 2015, sales in South Korea totaled $7,951 and $461,048, respectively. For the six month periods ended July 31, 2016 and 2015, sales in Chile totaled $353,635 and $608,638, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Share Issuances In September 2016, the Company issued 7,304,349 shares of common stock to employees and officers in consideration for accrued and unpaid compensation. November 2016 - Convertible Notes Payable –Vis Vires On December 13, 2016, and effective November 15, 2016, we entered into a Convertible Promissory Note with Vis Vires in the principal amount of $14,000 (the “ December 2016 Vis Vires Note At no time may the We may prepay in full the unpaid principal and interest on the th The 10% Convertible Promissory Note On November 23, 2016 and effective November 14, 2016, we sold an accredited investor (the “ 10% Note Investor 10% Investor Note The 10% Investor Note can be repaid by us prior to the 180 th th The 10% Investor Note provides for standard and customary events of default such as failing to timely make payments under the 10% Investor Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements, provided that this Quarterly Report and our next Quarterly Report are excluded from such requirement. In the event the repayment of the note is accelerated due to the occurrence of an event of default we are required to pay the 10% Note Investor 150% of the outstanding principal amount of the note. The amount owed under the 10% Investor Note is convertible into shares of our common stock from time to time after the 180 th chilled At no time may the 10% Investor Note be converted into shares of our common stock if such conversion would result in the 10% Note Investor and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock. Additionally, if at any time while the Note is outstanding, we receive any written or oral proposal (the “ Proposal We hope to repay the 10% Investor Note prior to any conversion. In the event that the 10% Investor Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the 10% Investor Note is converted into common stock. Additional JMJ Borrowing On November 28, 2016, the Company borrowed an additional $8,500 from JMJ which was evidenced by the JMJ Convertible Note described above. December 2016 JSJ Convertible Note On December 5, 2016, we entered into a 12% Convertible Note with JSJ (the “ December 2016 JSJ Convertible Note The December 2016 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 after the 180 th |
Business Overview and Summary16
Business Overview and Summary of Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications. |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. GAAP |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
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. |
Accounts due to/due from Roasters | Accounts due to/due from Roasters. Mother Parkers Financial assets and liabilities are subject to offset and presented as net amounts in the statement of financial position when, and only when, the Company currently has a legally enforceable right to offset amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Company does not have offset rights with respect to Mother Parkers due to/due from amounts at July 31, 2016. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. |
Inventories | Inventories. y providing an excess inventory reserve. As of July 31, 2016 and January 31, 2016, inventory was not significant. |
Property and Equipment | Property and Equipment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Stock-Based Compensation | Stock-Based Compensation FASB ASC Compensation – Stock 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. FASB Income Taxes |
Earnings or Loss Per Common Share | Earnings or Loss Per Common Share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Trademark License Agreements 17
Trademark License Agreements and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of license agreement | License agreement, net consists of the following: July 31, January 31, 2016 License Agreement $ 730,000 $ 730,000 Accumulated amortization (285,915 ) (170,332 ) License Agreement, net $ 444,085 $ 559,668 |
Schedule of amortization expense | Amortization expense consists of the following: For the six months ended July 31, 2016 2015 License Agreement $ (115,583 ) $ (24,333 ) Intangible assets (4,990 ) (6,654 ) Total License Agreement Amortization Expense $ (120,573 ) $ (30,987 ) |
Outstanding debt (Tables)
Outstanding debt (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible and other notes payable | Convertible and other notes payable are as follows as of July 31, 2016: Outstanding Face Amount as of Accrued Debt Interest Commitment July 31, 2016 Interest Discount Net Amount Rate Maturity Colorado Medical $ 500,000 56,318 20,195 — 76,513 20.0 % September 26, 2016 JSJ 275,000 275,000 14,356 (72,121 ) 217,235 18.0 % December 6, 2016 JMJ ** 900,000 385,000 70,726 (224,322 ) 231,404 12.0 % September 16, 2017 Vis Vires 250,000 225,000 16,527 (97,620 ) 143,907 22.0 % December 9, 2016 Duck Duck Spruce 550,000 550,000 16,690 (186,871 ) 379,819 10.0 % December 15, 2016 Third party loan 260,311 322,511 103,986 — 426,497 32.0 % December 1, 2016 $ 2,735,311 $ 1,813,829 $ 242,480 $ (580,934 ) $ 1,475,376 — — Derivative liability — 1,503,500 — — — — — *Line of Credit. **Noncurrent note. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of activity in stock options and related balances outstanding | Activity in stock options during the six month period ended July 31, 2016 and related balances outstanding as of that date are set forth below: Shares Weighted Average Weighted Average Remaining Contractual Term Outstanding, beginning balance 17,650,000 $ 0.27 Granted 6,000,000 0.12 Exercised — — Forfeited (60,000 ) — Expired — — Outstanding, ending balance 23,590,000 $ 0.23 2.43 Exercisable 14,929,161 $ 0.28 1.78 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | |
Going Concern And Liquidity | |||||
Net loss | $ (2,894,219) | $ (968,495) | $ (4,381,788) | $ (2,165,731) | |
Accumulated deficit | $ (33,627,538) | $ (33,627,538) | $ (29,245,750) |
Business Overview and Summary21
Business Overview and Summary of Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |||
Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | Apr. 30, 2015 | |
Discounts and promotional allowances | $ 556,636 | $ 479,758 | ||
Accounts payable - related party | $ 84,174 | |||
Allowance for doubtful accounts | $ 78,760 | $ 78,760 | ||
Estimated useful lives of assets | P3Y | |||
Anti-dilutive options excluded from earnings per share calculation | 21,580,195 | |||
Mother Parkers [Member] | ||||
Due from related party | $ 584,455 | |||
Due to related party - current | 2,174,916 | |||
Accounts payable - related party | $ 1,590,461 | $ 2,054,926 |
Trademark License Agreements 22
Trademark License Agreements and Intangible Assets (Details Narrative) - USD ($) | Aug. 04, 2016 | Aug. 01, 2016 | Jul. 06, 2016 | Jul. 31, 2016 |
Note face amount | $ 2,735,311 | |||
Litigation Case No. BC628981 (Trademark License) [Member] | ||||
Name of plaintiff | 56 Hope Road and HRM | |||
Description of domicile of litigation | Superior Court of the State of California, County of Los Angeles | |||
Description of allegations | The complaint (a) seeks a declaratory judgment relating to the termination of the licenses, (b) seeks damages for our alleged (i) breaches of the License Agreement and Short-Term License, (ii) tortious interference with 56 Hope Road’s and HRM’s economic relationships with licenses and prospective licensees, and (iii) trademark infringement; (c) requests an accounting of our books and records; and (d) requests punitive and exemplary damages in connection with allegations of fraud and misrepresentation. | |||
Actions taken by defendant | (a) a notice of removal with the court, requesting the case be removed from state court to the United States District Court for the Central District of California; (b) a request for a temporary restraining order requesting the court to reinstate the Short-Term License until a final decision on the pending lawsuit is determined; and (c) an answer to the complaint denying the allegations of 56 Hope Road and HRM, including certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for breach of contract and breach of implied covenants of good faith and fair dealing, (ii) 56 Hope Road and HRM for intentional and negligent interference with prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, our former Chairman, and seeking that the court enter judgment in favor of us on all claims alleged by 56 Hope Road and HRM and further seeking economic damages, punitive and exemplary damages, pre-and-post judgment interest and court costs from 56 Hope Road, HRM and Mr. Marley. | |||
Hope Road Merchandising, LLC (Exclusively Controls by 56 Hope Road) [Member] | License Agreement (the Short Term License) [Member] | ||||
Description of period to use trademark | The right to use the “Marley Coffee” trademarks (the “Trademarks”) from June 27, 2016 until December 27, 2016 (a term of six months). | |||
Intangible asset useful life | 15 years | |||
Intangible assets amortization period | 6 months | |||
Hope Road Merchandising, LLC (Exclusively Controls by 56 Hope Road) [Member] | License Agreement (the Short Term License) [Member] | 0.71% Secured Promissory Note Due On August 31, 2016 [Member] | ||||
Note face amount | $ 297,324 |
Trademark License Agreements 23
Trademark License Agreements and Intangible Assets (Details) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Agreement | $ 730,000 | $ 730,000 |
Accumulated amortization | (285,915) | (170,332) |
License Agreement, net | $ 444,085 | $ 559,668 |
Trademark License Agreements 24
Trademark License Agreements and Intangible Assets (Details 1) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Agreement | $ (115,583) | $ (24,333) |
Intangible assets | (4,990) | (6,654) |
Total License Agreement Amortization Expense | $ (120,573) | $ (30,987) |
Outstanding debt (Details Narra
Outstanding debt (Details Narrative) | 6 Months Ended |
Jul. 31, 2016USD ($) | |
Line of Credit | |
Line of credit facility, effective date | Feb. 16, 2015 |
Line of credit, amount advanced | $ 500,000 |
Line of credit facility, interest rate payable in cash | 10.00% |
Line of credit facility, interest rate payable in cash or products and services | 7.50% |
Line of credit facility, expiration date | Sep. 26, 2016 |
Line of credit facility, interest rate upon default | 20.00% |
Line of credit facility, amount outstanding | $ 76,513 |
Line of credit facility, principal due | 56,318 |
Line of credit facility, interest payable | 20,195 |
Line of credit facility re-evaluated | $ 3,000 |
Outstanding debt (Details Nar26
Outstanding debt (Details Narrative 1) | Dec. 23, 2016USD ($)$ / shares | Dec. 05, 2016USD ($)$ / shares | Sep. 16, 2015USD ($) | Sep. 14, 2015USD ($)Number | Sep. 30, 2016USD ($)Number | Aug. 31, 2016USD ($)Number | Jul. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)Number | Nov. 28, 2016USD ($) | |
Convertible Notes Payable | ||||||||||
Note face amount | $ 2,735,311 | |||||||||
Debt instrument, principal amount | 3,317,329 | |||||||||
Debt instrument, interest payable | 242,480 | |||||||||
Gain on extinguishment of debt | $ 362,506 | |||||||||
JSJ Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt issuance date | Sep. 9, 2015 | |||||||||
Note face amount | $ 275,000 | |||||||||
Interest rate | 18.00% | |||||||||
Default interest rate | 18.00% | |||||||||
Debt instrument, principal amount | $ 275,000 | |||||||||
Conversion price, percentage against trading price | 60.00% | |||||||||
Debt instrument, interest payable | $ 14,356 | |||||||||
Debt instrument, outstanding | 289,356 | |||||||||
Derivative liability | $ 233,000 | |||||||||
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% | |||||||||
Debt instrument term | 20 months | |||||||||
Gross proceeds from issuance of debt | $ 1,005,000 | |||||||||
Debt conversion price per share | $ / shares | $ 0.30 | |||||||||
Debt discount | $ 178,000 | |||||||||
Discription of collateral | Each of the Investor Notes accrue interest at the rate of 10% per annum until paid and are secured by a Membership Interest Pledge Agreement. | |||||||||
Derivative liability | $ 0 | |||||||||
Periodic principal payment | $ 75,000 | |||||||||
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. | |||||||||
Reclassification to additional paid in capital | $ 58,000 | |||||||||
Typenex Convertible Note [Member] | Initial Tranche [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Note face amount | $ 250,000 | |||||||||
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 | Number | 3 | |||||||||
Face amount of each note | $ 250,000 | |||||||||
JMJ Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt issuance date | Sep. 16, 2015 | |||||||||
Note face amount | [1] | $ 900,000 | ||||||||
Interest rate | [1] | 12.00% | ||||||||
Debt instrument, principal amount | [1] | $ 385,000 | ||||||||
Conversion price, percentage against trading price | 65.00% | |||||||||
Debt instrument term | 2 years | |||||||||
Gross proceeds from issuance of debt | $ 350,000 | |||||||||
Debt conversion price per share | $ / shares | $ 0.75 | |||||||||
Debt issue discount | 10.00% | |||||||||
Debt discount | $ 303,000 | |||||||||
Additional funds available from noteholder | $ 900,000 | |||||||||
One-time interest rate charged | 12.00% | |||||||||
Debt instrument, interest payable | [1] | $ 70,726 | ||||||||
Debt instrument, outstanding | 450,726 | |||||||||
Derivative liability | $ 480,000 | |||||||||
Vis Vires Group Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt issuance date | Sep. 24, 2015 | |||||||||
Interest rate | 8.00% | |||||||||
Default interest rate | 22.00% | |||||||||
Conversion price, percentage against trading price | 65.00% | |||||||||
Debt covenants | The prepayment amount ranges from 108% to 133% of the then outstanding balance, depending on when such prepayment is made. | |||||||||
Debt conversion price per share | $ / shares | $ 0.00009 | |||||||||
Debt issue discount | 35.00% | |||||||||
Debt discount | $ 224,000 | |||||||||
Periodic principal payment | 347,172 | |||||||||
Gain on extinguishment of debt | 133,000 | |||||||||
New Vis Vires Group Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Note face amount | $ 250,000 | |||||||||
Interest rate | 22.00% | |||||||||
Default interest rate | 22.00% | |||||||||
Debt instrument, principal amount | $ 225,000 | |||||||||
Conversion price, percentage against trading price | 65.00% | |||||||||
Debt covenants | Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the New Vis Vires Convertible Note, depending on when such prepayment is made. | |||||||||
Debt conversion price per share | $ / shares | $ 0.00009 | |||||||||
Debt issue discount | 35.00% | |||||||||
Debt discount | $ 152,000 | |||||||||
Debt instrument, interest payable | 16,527 | |||||||||
Debt instrument, outstanding | 231,527 | |||||||||
Derivative liability | $ 166,000 | |||||||||
Subsequent Event [Member] | JSJ Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt issuance date | Dec. 5, 2016 | |||||||||
Note face amount | $ 15,500 | |||||||||
Interest rate | 12.00% | |||||||||
Default interest rate | 18.00% | |||||||||
Debt instrument, principal amount | $ 38,320 | $ 38,320 | ||||||||
Conversion price, percentage against trading price | 60.00% | |||||||||
Debt conversion price per share | $ / shares | $ .00005 | |||||||||
Debt issue discount | 40.00% | |||||||||
Number of common shares converted | Number | 24,733,056 | |||||||||
Subsequent Event [Member] | JMJ Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt instrument, principal amount | $ 68,962 | $ 190,628 | $ 68,962 | $ 8,500 | ||||||
Number of common shares converted | Number | 24,395,000 | 24,670,000 | ||||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | ||||||||||
Convertible Notes Payable | ||||||||||
Debt issuance date | Nov. 15, 2016 | |||||||||
Note face amount | $ 14,000 | |||||||||
Interest rate | 8.00% | |||||||||
Default interest rate | 22.00% | |||||||||
Conversion price, percentage against trading price | 65.00% | |||||||||
Debt conversion price per share | $ / shares | $ 0.00009 | |||||||||
Debt issue discount | 35.00% | |||||||||
[1] | Noncurrent note. |
Outstanding debt (Details Nar27
Outstanding debt (Details Narrative 2) | Mar. 31, 2016USD ($) | Jul. 31, 2016USD ($)Numbershares |
Debt Instrument [Line Items] | ||
Note face amount | $ 2,735,311 | |
Debt discounts | (580,934) | |
Debt instrument, principal amount | 3,317,329 | |
Debt instrument, interest payable | 242,480 | |
Duck Duck Spruce Convertible Note Total [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 31, 2016 | |
Note face amount | $ 550,000 | |
Interest rate | 5.00% | |
Default interest rate | 10.00% | |
Debt instrument received in cash | $ 500,000 | |
Debt maturity date | December 2,016 | |
Payment terms of convertible debt | The amounts owed under the Duck Duck Notes are convertible into shares of our common stock at a 35% discount to the market price of our common stock, subject to a floor of $0.05 per share. | |
Debt discounts | 269,000 | |
Derivative liability | 313,398 | |
Debt instrument, principal amount | 550,000 | |
Debt instrument, interest payable | 16,690 | |
Debt instrument, outstanding | 566,690 | |
Duck Duck Spruce Convertible Note Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt discounts | 319,177 | |
Derivative liability | 197,264 | |
Debt instrument, principal amount | $ 46,820 | |
Number of common shares converted | Number | 26,296,581 | |
Duck Duck Spruce Convertible Note Two [Member] | Restricted Stock [Member] | ||
Debt Instrument [Line Items] | ||
Number of shares issued | shares | 250,000 |
Outstanding debt (Details Nar28
Outstanding debt (Details Narrative 3) | 1 Months Ended | |||||
Apr. 30, 2016USD ($)Number | Feb. 29, 2016USD ($)Number | Jan. 31, 2016USD ($)Number | Nov. 30, 2015USD ($)Number | Oct. 31, 2015USD ($)Number | Jul. 31, 2016USD ($) | |
Third party loans | ||||||
Third-party loans outstanding | $ 215,173 | $ 322,511 | ||||
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 | Number | 147 | |||||
Payment Frequency | Daily | |||||
Periodic payment amount | $ 1,378 | |||||
Repayment of loans payable | 128,112 | |||||
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 | Number | 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 | Number | 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 | Number | 126 | |||||
Payment Frequency | Daily | |||||
Periodic payment amount | $ 712 | |||||
Repayment of loans payable | $ 25,000 | |||||
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 | Number | 210 | |||||
Payment Frequency | Daily | |||||
Periodic payment amount | $ 1,383 | |||||
Proceeds from loans payable | $ 91,888 | |||||
Minimum [Member] | ||||||
Third party loans | ||||||
Interest rate | 30.00% | |||||
Maximum [Member] | ||||||
Third party loans | ||||||
Interest rate | 38.00% |
Outstanding debt (Details)
Outstanding debt (Details) - USD ($) | 6 Months Ended | ||
Jul. 31, 2016 | Jan. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | $ 2,735,311 | ||
Amount Outstanding | 3,317,329 | ||
Accrued Interest | 242,480 | ||
Debt Discount | (580,934) | ||
Net Amount | 1,475,376 | ||
Derivative liability | 1,503,500 | $ 778,951 | |
JSJ Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | 275,000 | ||
Amount Outstanding | 275,000 | ||
Accrued Interest | 14,356 | ||
Debt Discount | (72,121) | ||
Net Amount | $ 217,235 | ||
Interest Rate | 18.00% | ||
Maturity | Dec. 6, 2016 | ||
JMJ Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | [1] | $ 900,000 | |
Amount Outstanding | [1] | 385,000 | |
Accrued Interest | [1] | 70,726 | |
Debt Discount | [1] | (222,324) | |
Net Amount | [1] | $ 231,404 | |
Interest Rate | [1] | 12.00% | |
Maturity | [1] | Sep. 16, 2017 | |
New Vis Vires Group Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | $ 250,000 | ||
Amount Outstanding | 225,000 | ||
Accrued Interest | 16,527 | ||
Debt Discount | (97,620) | ||
Net Amount | $ 143,907 | ||
Interest Rate | 22.00% | ||
Maturity | Dec. 9, 2016 | ||
Duck Duck Spruce Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | $ 550,000 | ||
Amount Outstanding | 550,000 | ||
Accrued Interest | 16,690 | ||
Debt Discount | (186,871) | ||
Net Amount | $ 379,819 | ||
Interest Rate | 10.00% | ||
Maturity | Dec. 15, 2016 | ||
Third Party Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face Amount/Commitment | $ 260,311 | ||
Amount Outstanding | 322,511 | ||
Accrued Interest | 103,986 | ||
Net Amount | $ 426,497 | ||
Interest Rate | 32.00% | ||
Maturity | Dec. 1, 2016 | ||
Colorado Medical Finance Services, LLC [Member] | |||
Debt Instrument [Line Items] | |||
Face amount/Commitment - line of credit | [2] | $ 500,000 | |
Interest Rate - line of credit | [2] | 20.00% | |
Face Amount/Commitment | $ 56,318 | ||
Accrued Interest | [2] | 20,195 | |
Net Amount | [2] | $ 76,513 | |
Maturity | Sep. 26, 2016 | ||
[1] | Noncurrent note. | ||
[2] | Line of Credit. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | Apr. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | $ 84,174 | |||
Short term note payable | $ 322,511 | 215,173 | ||
Rohan Marley Enterprises and Rohan Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation and reimbursements paid to related parties | 93,668 | |||
Cash payments made to related parties | 240 | |||
Accrued directors fees paid to related parties | 93,428 | |||
Directors fees and expense reimbursements paid to related parties | $ 90,909 | |||
Sondra Toevs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments to part-time related party employees | 1,862 | 5,386 | ||
Ellie Toevs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments to part-time related party employees | 1,922 | 2,629 | ||
Fifty-Six Hope Road Music Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Short term note payable | $ 297,324 | |||
Fifty-Six Hope Road Music Limited [Member] | Accounts Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Licensing fees payable | 128,587 | 77,653 | ||
License costs | 50,088 | $ 260,496 | ||
Marley Coffee Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 0 | 358,989 | ||
Rebates received from related parties | $ 0 | 52,596 | ||
Marley Coffee Ltd [Member] | Rohan Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Chairman, ownership percentage | 25.00% | |||
House of Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | $ 634 | 3,496 | ||
Zion Rootswear [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 0 | $ 521 | ||
Delivery Agent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 420 | |||
Mother Parkers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | 1,590,461 | 2,054,926 | ||
Accounts receivable - related party | 430,325 | $ 176,351 | ||
Lions of Marley [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 4,314 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jul. 31, 2016shares |
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 | 1,717,652 |
2015 Equity Incentive Plan [Member] | |
Number of shares authorized under equity compensation plan | 17,500,000 |
Shares available for issuance | 8,927,182 |
2011 Equity Incentive Plan [Member] | |
Number of shares authorized under equity compensation plan | 20,000,000 |
Shares available for issuance | 16,333,333 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Jul. 31, 2016$ / sharesshares | |
Number of Shares | |
Outstanding at beginning | 17,650,000 |
Granted | 6,000,000 |
Forfeited | (60,000) |
Outstanding at ending | 23,590,000 |
Exercisable at ending | 14,929,161 |
Weighted Average Exercise Price | |
Outstanding at beginning | $ / shares | $ .27 |
Granted | $ / shares | .12 |
Outstanding at ending | $ / shares | .23 |
Exercisable at ending | $ / shares | $ .28 |
Weighted Average Remaining Contract Term | |
Outstanding at ending | 2 years 5 months 5 days |
Exercisable at ending | 1 year 9 months 11 days |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Concentration Risk [Line Items] | ||
Sales | $ 11,198,605 | $ 8,901,367 |
CHILE [Member] | ||
Concentration Risk [Line Items] | ||
Sales | 353,635 | 608,638 |
KOREA, REPUBLIC OF [Member] | ||
Concentration Risk [Line Items] | ||
Sales | 7,951 | 461,048 |
CANADA [Member] | ||
Concentration Risk [Line Items] | ||
Sales | $ 448,214 | $ 426,662 |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 49.30% | 47.00% |
Percentage concentration, additional description | Three customers | Three customers |
Vendor Concentration Risk [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 75.00% | 86.00% |
Percentage concentration, additional description | Two vendors | Two vendors |
Vendor Concentration Risk [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 44.00% | 79.00% |
Percentage concentration, additional description | Two vendors | Two vendors |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 04, 2016 | Aug. 01, 2016 | May 31, 2016 | May 19, 2016 | Nov. 17, 2015 | Sep. 30, 2014 | Jul. 31, 2016 | Dec. 31, 2011 |
Pending Litigation [Member] | ||||||||
Name of plaintiff | SECs complaint (the Complaint | |||||||
Name of defendant | 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. | |||||||
Description of domicile of litigation | United States District Court Central District of California Western Division | |||||||
Description of allegations | Mr. Whittle orchestrated a pump and dump | |||||||
Value of shares issued | $ 2,500,000 | |||||||
Number of shares issued | 6,250,000 | |||||||
Litigation Case [Member] | ||||||||
Name of plaintiff | Shane Whittle, individually, a former significant shareholder and officer and director of the Company ( Whittle MCL | |||||||
Name of defendant | Rohan Marley, Cedella Marley, the Company, HRM 56 Hope Road Marley Coffee Estate | |||||||
Description of domicile of litigation | United States District Court for the District of Colorado | |||||||
Description of allegations | The complaint alleged 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. | |||||||
Litigation Case [Member] | Settlement Agreement [Member] | ||||||||
Minority ownership percentage | 29.00% | |||||||
Description of settlement agreement | a) Whittle agreed to resign as a manager of MCL, assign his approximate 29% membership interest in MCL to MCL for $1.00 of total consideration, and also consented to the redemption of certain other outstanding membership interests in such entity; (b) Whittle agreed to cancel and terminate the options to purchase 2 million shares of the Companys common stock which he held as of the date of the parties entry into the Settlement Agreement for $1.00 of total consideration; (c) Whittle agreed to release and waive any rights to any past due or future due payments owed by the Company under the Settlement described above, including releasing the remaining amount of $10,000 which Whittle was due pursuant to such Settlement; (d) Whittle provided a general release to each of the defendants (including the Company and Rohan Marley) from all claims, liability and obligations which Whittle had against such defendants; and (e) each of the defendants (including the Company and Rohan Marley) provided Whittle a general release from all claims, liability and obligations which such defendants had against Whittle. | |||||||
Settlement remaining amount | $ 10,000 | |||||||
Litigation Case - Consent of Defendant Jammin Java Corp.[Member] | ||||||||
Name of plaintiff | SECs complaint (the Complaint | |||||||
Description of settlement agreement | (a) permanently restrains and enjoins us from violating Section 5 of the Securities Act, and (b) orders us to pay disgorgement in the amount of $605,330.73, plus prejudgment interest thereon in the amount of $94,669.27, totaling an aggregate of $700,000. | |||||||
Litigation settlement amount | $ 605,330 | |||||||
Litigation settlement interest | 94,670 | |||||||
Litigation settlement total amount | 700,000 | |||||||
Amount due with in fourteen days | 200,000 | |||||||
Amount due with in ninety days | $ 500,000 | |||||||
Settlement expense | $ 700,000 | |||||||
Litigation Case - Consent of Defendant Jammin Java Corp.[Member] | Insurance Settlement [Member] | ||||||||
Litigation settlement amount | $ 400,000 | |||||||
Litigation Case No. BC628981 (Trademark License) [Member] | ||||||||
Name of plaintiff | 56 Hope Road and HRM | |||||||
Description of domicile of litigation | Superior Court of the State of California, County of Los Angeles | |||||||
Description of allegations | The complaint (a) seeks a declaratory judgment relating to the termination of the licenses, (b) seeks damages for our alleged (i) breaches of the License Agreement and Short-Term License, (ii) tortious interference with 56 Hope Road’s and HRM’s economic relationships with licenses and prospective licensees, and (iii) trademark infringement; (c) requests an accounting of our books and records; and (d) requests punitive and exemplary damages in connection with allegations of fraud and misrepresentation. | |||||||
Actions taken by defendant | (a) a notice of removal with the court, requesting the case be removed from state court to the United States District Court for the Central District of California; (b) a request for a temporary restraining order requesting the court to reinstate the Short-Term License until a final decision on the pending lawsuit is determined; and (c) an answer to the complaint denying the allegations of 56 Hope Road and HRM, including certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for breach of contract and breach of implied covenants of good faith and fair dealing, (ii) 56 Hope Road and HRM for intentional and negligent interference with prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, our former Chairman, and seeking that the court enter judgment in favor of us on all claims alleged by 56 Hope Road and HRM and further seeking economic damages, punitive and exemplary damages, pre-and-post judgment interest and court costs from 56 Hope Road, HRM and Mr. Marley. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 23, 2016 | Dec. 05, 2016 | Nov. 14, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | Nov. 28, 2016 | Aug. 31, 2016 | |
Convertible Notes Payable | ||||||||
Note face amount | $ 2,735,311 | |||||||
Debt instrument, principal amount | 3,317,329 | |||||||
Debt discounts | $ (580,934) | |||||||
JSJ Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Debt issuance date | Sep. 9, 2015 | |||||||
Note face amount | $ 275,000 | |||||||
Interest rate | 18.00% | |||||||
Default interest rate | 18.00% | |||||||
Debt maturity date | Dec. 6, 2016 | |||||||
Conversion price, percentage against trading price | 60.00% | |||||||
Debt instrument, principal amount | $ 275,000 | |||||||
Debt discounts | $ (72,121) | |||||||
JMJ Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Debt issuance date | Sep. 16, 2015 | |||||||
Note face amount | [1] | $ 900,000 | ||||||
Interest rate | [1] | 12.00% | ||||||
Debt maturity date | [1] | Sep. 16, 2017 | ||||||
Conversion price, percentage against trading price | 65.00% | |||||||
Debt issue discount | 10.00% | |||||||
Debt instrument, principal amount | [1] | $ 385,000 | ||||||
Debt discounts | [1] | $ (222,324) | ||||||
Debt conversion price per share | $ 0.75 | |||||||
New Vis Vires Group Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Note face amount | $ 250,000 | |||||||
Interest rate | 22.00% | |||||||
Default interest rate | 22.00% | |||||||
Debt maturity date | Dec. 9, 2016 | |||||||
Conversion price, percentage against trading price | 65.00% | |||||||
Debt issue discount | 35.00% | |||||||
Debt instrument, principal amount | $ 225,000 | |||||||
Debt discounts | $ (97,620) | |||||||
Debt conversion price per share | $ 0.00009 | |||||||
Subsequent Event [Member] | ||||||||
Convertible Notes Payable | ||||||||
Issuance of shares for accrued and unpaid compensation | 7,304,349 | |||||||
Subsequent Event [Member] | JSJ Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Debt issuance date | Dec. 5, 2016 | |||||||
Note face amount | $ 15,500 | |||||||
Interest rate | 12.00% | |||||||
Default interest rate | 18.00% | |||||||
Debt maturity date | Sep. 5, 2017 | |||||||
Conversion price, percentage against trading price | 60.00% | |||||||
Debt issue discount | 40.00% | |||||||
Debt instrument, principal amount | $ 38,320 | |||||||
Debt conversion price per share | $ .00005 | |||||||
Prepayment amount as percent of outstanding debt | 150.00% | |||||||
Subsequent Event [Member] | JMJ Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Debt instrument, principal amount | $ 68,962 | $ 8,500 | $ 190,628 | |||||
Subsequent Event [Member] | 10% Convertible Promissory Note (the 10% Note Investor) [Member] | Accredited Investor [Member] | ||||||||
Convertible Notes Payable | ||||||||
Note face amount | $ 110,000 | |||||||
Interest rate | 10.00% | |||||||
Debt maturity date | Nov. 14, 2017 | |||||||
Debt instrument, principal amount | $ 24,000 | |||||||
Debt discounts | 2,400 | |||||||
Potential future borrowings | $ 83,600 | |||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | ||||||||
Convertible Notes Payable | ||||||||
Debt issuance date | Nov. 15, 2016 | |||||||
Note face amount | $ 14,000 | |||||||
Interest rate | 8.00% | |||||||
Default interest rate | 22.00% | |||||||
Debt maturity date | Aug. 15, 2017 | |||||||
Conversion price, percentage against trading price | 65.00% | |||||||
Debt issue discount | 35.00% | |||||||
Debt conversion price per share | $ 0.00009 | |||||||
Maximum ownership if debt converted | 9.90% | |||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | Minimum [Member] | ||||||||
Convertible Notes Payable | ||||||||
Prepayment amount as percent of outstanding debt | 108.00% | |||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | Maximum [Member] | ||||||||
Convertible Notes Payable | ||||||||
Prepayment amount as percent of outstanding debt | 133.00% | |||||||
[1] | Noncurrent note. |