Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2016 | Apr. 06, 2017 | |
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 | Oct. 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 | 229,306,508 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,277 | $ 231,021 |
Current assets of discontinued operations | 664,432 | 1,440,730 |
Prepaid expenses | 5,000 | 5,000 |
Other current assets | 3,000 | 8,000 |
Total current assets | 682,709 | 1,684,751 |
Noncurrent assets of discontinued operations | 781,163 | |
Other assets | 5,600 | 23,567 |
Total Assets | 688,309 | 2,489,481 |
Current Liabilities | ||
Accounts payable | 254,846 | 81,272 |
Accrued expenses | 783,536 | |
Current liabilities of discontinued operations | 3,587,017 | 4,027,416 |
Convertible notes payable in default | 207,345 | |
Current portion of convertible and other notes payable, net of discount | 961,378 | 1,029,558 |
Derivative liability - conversion feature | 778,951 | |
Total current liabilities | 5,794,122 | 5,917,197 |
Convertible notes payable, net of discount | 231,404 | |
Derivative liability - conversion feature | 3,524,595 | |
Total Liabilities | 9,550,121 | 5,917,197 |
Commitments & Contingencies | ||
Stockholders' Deficit | ||
Common stock, $0.001 par value, 5,112,861,525 shares authorized; 230,567,965 and 126,455,312 shares issued and outstanding as of October 31, 2016 and January 31, 2016, respectively | 230,568 | 126,455 |
Additional paid-in capital | 27,897,174 | 25,691,579 |
Common stock payable | 54,347 | |
Accumulated deficit | (37,043,901) | (29,245,750) |
Total Stockholders' Deficity | (8,861,812) | (3,427,716) |
Total Liabilities and Stockholders' Deficit | $ 688,309 | $ 2,489,481 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Oct. 31, 2016 | Jan. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, authorized | 5,112,861,525 | 5,112,861,525 |
Common stock, issued | 230,567,965 | 126,455,312 |
Common stock, outstanding | 230,567,965 | 126,455,312 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Operating Expenses: | ||||
Compensation and benefits | $ 42,407 | $ 304,798 | $ 1,258,144 | $ 935,452 |
General and administrative | 221,483 | 342,176 | 1,141,568 | 1,104,422 |
Total operating expenses | 263,890 | 646,974 | 2,399,712 | 2,039,874 |
Other expense | ||||
Other income (expense) | (17,165) | (49,702) | ||
Changes in fair value of derivative liability | (2,338,989) | (118,370) | (2,983,972) | (118,370) |
Gain on extinguishment of debt | 362,506 | |||
Loss on settlement of accounts payable | (28,516) | (28,516) | ||
Interest expense | (731,144) | (41,367) | (1,917,519) | (50,940) |
Total other income (expense) | (3,098,649) | (176,902) | (4,567,501) | (219,012) |
Net loss from continuing operations | (3,362,539) | (823,876) | (6,967,213) | (2,258,886) |
Net income (loss) from discontinued operations | (53,824) | (672,953) | (830,938) | (1,403,674) |
Net Loss | $ (3,416,363) | $ (1,496,829) | $ (7,798,151) | $ (3,662,560) |
Continuing operations | $ (0.02) | $ (0.01) | $ (0.05) | $ (0.02) |
Discontinued operations | 0 | 0 | 0 | (.01) |
Total | $ (0.02) | $ (0.01) | $ (0.05) | $ (0.03) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 190,115,702 | 125,687,580 | 149,769,338 | 125,375,347 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Operating Activities: | ||
Net loss | $ (7,798,151) | $ (3,662,560) |
Net loss from discontinued operations | 830,938 | 1,403,674 |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
Change in fair value of derivative liability | 2,983,972 | 118,370 |
Loss on settlement of accounts payable | 28,516 | |
Amortization of stock options | 840,471 | 939,808 |
Common stock issued for services | 46,180 | 188,346 |
Original issue discount on convertible notes payable | (49,974) | |
Amortization of discount on notes payable | 881,994 | |
Changes in operating assets and liabilities: | ||
Other current assets | 5,000 | (27,167) |
Other assets | 17,966 | 3 |
Accrued liability - related party | (11,957) | |
Accounts payable and accrued liabilities | 1,768,958 | |
Net cash used in operating activities - continuing operations | (444,130) | (1,051,483) |
Net cash provided by (used in) operating activities - discontinued operations | 39,130 | (861,594) |
Net cash used in operating activities | (405,000) | (1,913,077) |
Investing Activitites: | ||
Net cash provided by investing activities - discontinued operations | 31,912 | 65,108 |
Net cash provided by investing activities | 31,912 | 65,108 |
Financing Activities: | ||
Proceeds from issuance of notes payable | 582,389 | 1,464,523 |
Proceeds from issuance of convertible notes payable | 775,000 | |
Repayments of notes payable | (680,392) | |
Repayments of notes payable | (524,653) | |
Net cash provided by financing activities | 152,344 | 1,464,523 |
Net increase in cash | (220,744) | (383,446) |
Cash - Beginning of Period | 231,021 | 443,189 |
Cash - End of Period | 10,277 | 59,743 |
Noncash Investing and Financing Transactions: | ||
Accounts payable converted to common stock | 430,964 | |
Settlement of derivative liability | 362,506 | |
Common stock issued for conversion of convertible note payable | 338,540 | |
Settlement of convertible notes payable derivative liability | 317,894 | |
Derivative discount on convertible notes payable | 618,977 | |
Interest expense | $ 4,400 | |
Common stock issued for debt issuance costs | 27,500 | |
Note payable issued for accounts payable | $ 297,324 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
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 | 9 Months Ended |
Oct. 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 $7,798,151 for the nine months ended October 31, 2016, and has an accumulated deficit since inception of $37,043,901. The Company has a history of losses and has lost its only source of revenue. 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 | 9 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
Business Overview and Summary of Accounting Policies | Note 3. Business Overview and Summary of Accounting Policies Jammin Java, formerly doing business as Marley Coffee (provided that in February 2017, Jammin Java ceased 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 (prior to February 2017) 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. Additionally, as of February 2017, the Company’s management has decided to explore possibilities of using its coffee brand and entering into the legalized cannabis industry with coffee and coffee related products. The Company has hired a California based consulting company that will assist in exporting these possibilities. The Company will consult with legal experts in this area to ensure that all legalities are satisfied in each state the company conducts cannabis related business. Reclassifications. Use of Estimates in Financial Statement Preparation. 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 October 31, 2016. Allowance for Doubtful Accounts. Inventories. y providing an excess inventory reserve. As of October 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 | 9 Months Ended |
Oct. 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. Subsequently, on February 17, 2017, we filed a motion, which has been approved by the court, to dismiss all of our claims against 56 Hope Road, HRM and Rohan Marley. The decision was made after we lost a motion for summary judgement against 56 Hope Road, which represented the most substantial legal claims for intellectual property and damages. Though we disagree with the court’s decision on granting the motion for summary judgement, given our resources at this point in time, we believe that it is not in our best business interests to continue contesting the remaining claims in the lawsuit. In our best estimation, the remaining claims were not enough to provide a return for the amount of resources required to prosecute the claims to judgment. We believe our limited resources are better spent to grow our business lines and not in pursuing the litigation. On February 22, 2017, the court granted the plaintiff’s summary judgment against us in connection with the plaintiff’s termination of the Short-Term License and that such termination of the Short-Term License was valid July 21, 2016, and requires us to pay $371,324 in unpaid royalties. These royalties have been accrued and are included in liabilities of discontinued operations on the consolidated balance sheet as of october 31, 2016. Notwithstanding the above, there are still some pending motions open relating to the case, of which we cannot predict the outcome. We are currently in negotiations with 56 Hope Road regarding a settlement structure that will allow us to move forward, though no assurances can be made on whether or not settlement terms can be reached, or if reached, whether they will be favorable to us. 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: October 31, January 31, License Agreement $ 730,000 $ 730,000 Accumulated amortization (730,000 ) (170,332 ) License Agreement, net $ — $ 559,668 The license agreement was fully amortized during the nine months ended October 31, 2016. Amortization expense consists of the following: For the nine months ended 2016 2015 License Agreement $ (559,668 ) $ (24,333 ) Intangible assets (31,556 ) (6,654 ) Total License Agreement Amortization Expense $ (591,224 ) $ (30,987 ) |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Oct. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 5. Discontinued Operations On February 22, 2017, our license from 56 Hope Road to do business under the name Marley Coffee was terminated (See Note 4 above.). As a result the Company has discontinued Marley Coffee and all related operations.. Pursuant to the reporting requirements of ASC 205-20, Presentation of Financial Statements – Discontinued Operations Financial information for Marley Coffee for the three months and nine months ended October 31, 2016 and 2015, are presented in the following table: Three Months Ended Year Ended October 31, October 31, 2016 2015 2016 2015 Revenue $ 1,276,874 $ 2,814,241 $ 5,702,656 $ 8,263,689 Cost of goods sold 373,258 2,247,271 3,554,946 6,091,132 Gross profit 903,616 566,970 2,147,710 2,172,557 Operating expenses: Compensation and benefits 230,856 420,336 814,511 1,540,449 Selling and marketing 165,488 774,295 1,384,968 1,896,563 General and administrative 473,336 45,292 695,183 139,219 Total operating expenses 869,680 1,239,923 2,894,662 3,576,231 Other expense: Other income (expense) (87,760 ) — (83,986 ) — Total other income (expense) (87,760 ) — (83,986 ) — Income (loss) on discontinued operations $ (53,824 ) $ (672,953 ) $ (830,938 ) $ (1,403,674 ) Assets and liabilities of discontinued operations consist of the following as of October 31, 2016 and January 31, 2016: October 31, January 31, 2016 2016 Assets Current Assets Accounts receivable, net $ 636,587 $ 1,415,559 Prepaid expenses 27,845 25,171 Total current assets of discontinued operations 664,432 1,440,730 Property and equipment, net — 187,838 Intangible asset, net — 593,325 Total noncurrent assets of discontinued operations — 781,163 Total Assets $ 664,432 $ 2,221,893 Liabilities Current Liabilities Accounts payable $ 3,091,298 $ 3,445,811 Accrued expenses — 497,431 Accrued royalty and other expenses - related party — 84,174 Note payable - related party 297,324 — Deferred revenue 198,395 — Total current liabilities of discontinued operations $ 3,587,017 $ 4,027,416 |
Outstanding debt
Outstanding debt | 9 Months Ended |
Oct. 31, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding debt | Note 6. Outstanding debt Convertible notes payable are as follows as of October 31, 2016: Outstanding as of October 31, Accrued Debt Net Interest 2016 Interest Discount Amount Rate Maturity Colorado Medical Finance Services, LLC* $ 11,588 $ 21,897 $ — $ 33,485 20.0 % September 26, 2016 JSJ 256,952 4,000 (22,249 ) 238,703 18.0 % December 6, 2016 JMJ ** 191,681 2,537 (94,448 ) 99,770 12.0 % September 16, 2017 Vis Vires 225,000 21,720 (39,375 ) 207,345 22.0 % December 9, 2016 Duck Duck Spruce 519,245 3,344 (75,383 ) 447,206 10.0 % December 15, 2016 Third party loan 247,484 126,134 — 373,618 32.0 % December 1, 2016 $ 1,451,950 $ 179,632 $ (231,455 ) $ 1,400,127 — — Derivative liability $ 3,524,595 — — — — — *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 October 31, 2016 there was $33,485 outstanding which included $11,588 in principal and $21,897 in interest due. 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 $31,311 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 During the nine months ended October 31, 2016, JMJ converted $260,409 of principal and interest owed on the JMJ Convertible Note into 49,065,000 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 During the nine months ended October 31, 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 $346,677. 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 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 $373,115 as of October 31, 2016. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Transactions with Marley Coffee Ltd. During the nine months ended October 31, 2016 and 2015, the Company made purchases of $1,311 and $562,019, respectively, from Marley Coffee Ltd. (“ MC The Company also received $0 and $52,596 in rebates from MC during the nine months ended October 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 For the nine months ended October 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 nine months ended October 31, 2016 and 2015, the Company made net purchases of $835, and $11,142, respectively, from House of Marley. House of Marley produces headphones and speakers that the Company uses for promotions and trade shows. During the nine months ended October 31, 2016 and 2015, the Company made purchases of $0 and $5,244, 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 nine months ended October 31, 2016 of $4,314 to Lions of Marley, $420 to Delivery Agent (for product that is sold on the Bob Marley Website). The Company has made sales to related parties for the nine months ended October 31, 2015 of $0 to Lions of Marley, $779 to Delivery Agent (for product that is sold on the Bob Marley Website). The companies above are licensees of Hope Road Merchandising, LLC, a company in which Rohan Marley is a beneficiary. During the nine months ended October 31, 2016, the Company paid Rohan Marley Enterprises $127,226 of which $112,510 was paid through stock compensation for director’s fees and bonus and $14,716 was paid in cash. During the nine months ended October 31, 2015, the Company paid Rohan Marley Enterprises $135,447 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 October 31, 2016 and January 31, 2016 was $1,771,003 and $2,053,296, respectively, for coffee purchases. The total accounts receivable due from Mother Parkers as of October 31, 2016 and January 31, 2016 was $268,248 and $318,934, respectively. During the nine months ended October 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 | 9 Months Ended |
Oct. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Common stock issued During the nine months ended October 31, 2016, the Company issued 3,312,307 share of common stock in settlement of accounts payable in the amount of $319,218. The shares were valued at $347,735 based on the market value of the shares on the date of issuance. As a result, the Company recognized a loss of $28,516 on the settlement of accounts payable. During the nine months ended October 31, 2016, the Company issued 455,709 shares of common stock for services. The shares were valued at $46,180 based on the market value of the shares on the date of issuance. During the nine months ended October 31, 2016, the Company issued 250,000 shares of common stock for financing costs. The shares were valued at $27,500 based on the market value of the shares on the date of issuance. During the nine months ended October 31, 2016, the Company issued 100,094,637 shares of common stock for the conversion of principal and interest on convertible notes payable in the amount of $338,540. During the nine months ended October 31, 2016, the Company authorized the issuance of 7,449,109 shares of common stock for services. The shares were valued at $54,712 based on the market value on the date they were authorized. These shares had not been issued as of the date of this report and are included in common stock payable on the consolidated balance sheet. 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 nine month period ended October 31, 2016 and related balances outstanding as of that date are set forth below: Shares Weighted Weighted Outstanding, beginning balance 17,650,000 $ 0.27 Granted 6,000,000 0.12 Exercised — — Forfeited (60,000 ) 0.47 Expired — — Outstanding, ending balance 23,590,000 $ 0.23 2.18 Exercisable 16,720,000 $ 0.27 1.54 During the nine months ended October 31, 2016, the Company recognized stock compensation expense of $840,471 related to the amortization of stock option expense. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. 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 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 June 2016. The Company has accrued $700,000 for estimated settlement expense in the quarter ended October 31, 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, Fifty-Six Hope Road Music Limited (“ 56 Hope Road HRM Marley Coffee 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 licenses, declaratory relief in connection with the licenses (i.e., that such agreements had 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 moved to be dismissed. Subsequently, on February 17, 2017, we filed a motion, which has been approved by the court, to dismiss all of our claims against 56 Hope Road, HRM and Rohan Marley. The decision was made after we lost a motion for summary judgement against 56 Hope Road, which represented the most substantial legal claims for intellectual property and damages. Though we vigorously disagree with the court’s decision on granting the motion for summary judgement, given our resources at this point in time, we believe that it is not in our best business interests to continue contesting the remaining claims in the lawsuit. In our best estimation, the remaining claims were not enough to provide a return for the amount of resources required to prosecute the claims to judgment. We believe our limited resources are better spent to grow our business lines and not in pursuing the litigation. Notwithstanding the above, there are still some pending motions open relating to the case, of which we cannot predict the outcome. We are currently in negotiations with 56 Hope Road regarding a settlement structure that will allow us to move forward, though no assurances can be made on whether or not settlement terms can be reached, or if reached, whether they will be favorable to us. |
Concentrations
Concentrations | 9 Months Ended |
Oct. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10. Concentrations As a result of the litigation discussed in Note 9, we have discontinued doing business as Marley Coffee. The Company no longer has a source of revenue after February 17, 2017. 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 nine months ended October 31, 2016, three customers accounted for 27.6%, 14.1% and 10.1% of net revenues. During the nine months ended October 31, 2015, two customers accounted for 16.0% and 12.1% of net revenues. During the nine months ended October 31, 2016, two vendors accounted for 55.1% and 44.8% of purchases. During the nine months ended October 31, 2015, two vendors accounted for 50.6% and 36.4% of purchases. For the nine month periods ended October 31, 2016 and 2015, total sales in Canada totaled $448,214 and $612,585, respectively. For the nine month periods ended October 31, 2016 and 2015, sales in South Korea totaled $0 and $7,951, respectively. For the nine month periods ended October 31, 2016 and 2015, sales in Chile totaled $786,755 and $670,868, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events 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 December 2016 Vis Vires 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 December 2016 Vis Vires Note, upon notice, any time prior to the 180 th The December 2016 Vis Vires Note also contains customary positive and negative covenants. 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 Cancellation Agreement Effective December 30, 2016, we entered into a Cancellation Agreement with Brent Toevs, our former director and Chief Executive Officer, who agreed to return an aggregate of 1,261,457 shares of common stock which were previously issued to him in consideration for services rendered (and as a bonus), to us for cancellation, which shares were cancelled on January 18, 2017. Instead, we agreed to accrue the bonus and compensation and pay them at such time as the Company has sufficient cash flow, in the reasonable determination of the Board of Directors, to pay such. Consulting Agreement On January 2, 2017, the Company entered into a consulting agreement with SEB Coffee (“SEB”), which is beneficially owned by Brent Toevs, the Company’s former director and Chief Executive Officer, pursuant to which SEB agreed to provide consulting services to the Company until July 1, 2017, in consideration for $23,473 per month or $140,840 in aggregate. We agreed to accrue the compensation due and to only pay such compensation at such time as the Company has sufficient cash flow, in the reasonable determination of the Board of Directors, to pay such amounts. Amendment to 10% Note Investor Note In January 2017, the Company and the 10% Investor amended the 10% Investor Note to provide for an additional loan by the 10% Investor of $19,800 ($18,000 in principal and $1,800 as an original issue discount) which the Company received on January 18, 2017. Additional JMJ Borrowing On January 25, 2017, the Company borrowed an additional $6,375 from JMJ which was evidenced by the JMJ Convertible Note described above. January 2017 JSJ Convertible Note On January 23, 2017, we entered into a 12% Convertible Note with JSJ (the “ January 2017 JSJ Convertible Note The January 2017 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 February 2017 - Convertible Notes Payable – Power Up On February 23, 2017, we entered into a Convertible Promissory Note with Power Up Lending Group Ltd. (“ Power Up February 2017 Power Up Note At no time may the February 2017 Power Up Note be converted into shares of our common stock if such conversion would result in Power Up 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 February 2017 Power Up Note, upon notice, any time prior to the 180 th The February 2017 Power Up Note also contains customary positive and negative covenants. |
Business Overview and Summary17
Business Overview and Summary of Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications. |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
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 October 31, 2016. Allowance for Doubtful Accounts. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. |
Inventories | Inventories. |
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 18
Trademark License Agreements and Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of license agreement | License agreement, net consists of the following: October 31, January 31, License Agreement $ 730,000 $ 730,000 Accumulated amortization (730,000 ) (170,332 ) License Agreement, net $ — $ 559,668 |
Schedule of amortization expense | The license agreement was fully amortized during the nine months ended October 31, 2016. Amortization expense consists of the following: For the nine months ended 2016 2015 License Agreement $ (559,668 ) $ (24,333 ) Intangible assets (31,556 ) (6,654 ) Total License Agreement Amortization Expense $ (591,224 ) $ (30,987 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Financial information for Marley Coffee for the three months and nine months ended October 31, 2016 and 2015, are presented in the following table: Three Months Ended Year Ended October 31, October 31, 2016 2015 2016 2015 Revenue $ 1,276,874 $ 2,814,241 $ 5,702,656 $ 8,263,689 Cost of goods sold 373,258 2,247,271 3,554,946 6,091,132 Gross profit 903,616 566,970 2,147,710 2,172,557 Operating expenses: Compensation and benefits 230,856 420,336 814,511 1,540,449 Selling and marketing 165,488 774,295 1,384,968 1,896,563 General and administrative 473,336 45,292 695,183 139,219 Total operating expenses 869,680 1,239,923 2,894,662 3,576,231 Other expense: Other income (expense) (87,760 ) — (83,986 ) — Total other income (expense) (87,760 ) — (83,986 ) — Income (loss) on discontinued operations $ (53,824 ) $ (672,953 ) $ (830,938 ) $ (1,403,674 ) Assets and liabilities of discontinued operations consist of the following as of October 31, 2016 and January 31, 2016: October 31, January 31, 2016 2016 Assets Current Assets Accounts receivable, net $ 636,587 $ 1,415,559 Prepaid expenses 27,845 25,171 Total current assets of discontinued operations 664,432 1,440,730 Property and equipment, net — 187,838 Intangible asset, net — 593,325 Total noncurrent assets of discontinued operations — 781,163 Total Assets $ 664,432 $ 2,221,893 Liabilities Current Liabilities Accounts payable $ 3,091,298 $ 3,445,811 Accrued expenses — 497,431 Accrued royalty and other expenses - related party — 84,174 Note payable - related party 297,324 — Deferred revenue 198,395 — Total current liabilities of discontinued operations $ 3,587,017 $ 4,027,416 |
Outstanding debt (Tables)
Outstanding debt (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable and other debt | Convertible notes payable are as follows as of October 31, 2016: Outstanding as of October 31, Accrued Debt Net Interest 2016 Interest Discount Amount Rate Maturity Colorado Medical Finance Services, LLC* $ 11,588 $ 21,897 $ — $ 33,485 20.0 % September 26, 2016 JSJ 256,952 4,000 (22,249 ) 238,703 18.0 % December 6, 2016 JMJ ** 191,681 2,537 (94,448 ) 99,770 12.0 % September 16, 2017 Vis Vires 225,000 21,720 (39,375 ) 207,345 22.0 % December 9, 2016 Duck Duck Spruce 519,245 3,344 (75,383 ) 447,206 10.0 % December 15, 2016 Third party loan 247,484 126,134 — 373,618 32.0 % December 1, 2016 $ 1,451,950 $ 179,632 $ (231,455 ) $ 1,400,127 — — Derivative liability $ 3,524,595 — — — — — *Line of Credit. **Noncurrent note. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2016 | |
Equity [Abstract] | |
Schedule of activity in stock options and related balances outstanding | Activity in stock options during the nine month period ended October 31, 2016 and related balances outstanding as of that date are set forth below: Shares Weighted Weighted Outstanding, beginning balance 17,650,000 $ 0.27 Granted 6,000,000 0.12 Exercised — — Forfeited (60,000 ) 0.47 Expired — — Outstanding, ending balance 23,590,000 $ 0.23 2.18 Exercisable 16,720,000 $ 0.27 1.54 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Going Concern And Liquidity Details Narrative | ||||
Net loss | $ (3,416,363) | $ (1,496,829) | $ (7,798,151) | $ (3,662,560) |
Accumulated deficit | $ (37,043,901) | $ (37,043,901) |
Business Overview and Summary23
Business Overview and Summary of Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2016 | |
Discounts and promotional allowances | $ 661,139 | $ 910,681 | |
Total current assets of discontinued operations | 664,432 | $ 1,440,730 | |
Total current liabilities of discontinued operations | 3,587,017 | 4,027,416 | |
Allowance for doubtful accounts | $ 78,760 | $ 71,168 | |
Estimated useful lives of assets | P3Y | ||
Anti-dilutive options excluded from earnings per share calculation | 513,304,750 | ||
Mother Parkers [Member] | |||
Total current assets of discontinued operations | $ 268,250 | ||
Total current liabilities of discontinued operations | $ 1,771,003 |
Trademark License Agreements 24
Trademark License Agreements and Intangible Assets (Details) - USD ($) | Oct. 31, 2016 | Jan. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Agreement | $ 730,000 | $ 730,000 |
Accumulated amortization | $ (730,000) | (170,332) |
License Agreement, net | $ 559,668 |
Trademark License Agreements 25
Trademark License Agreements and Intangible Assets (Details 1) - USD ($) | 9 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Agreement | $ (559,668) | $ (24,333) |
Intangible assets | (31,556) | (6,654) |
Total License Agreement Amortization Expense | $ (591,224) | $ (30,987) |
Trademark License Agreements 26
Trademark License Agreements and Intangible Assets (Details Narrative) - USD ($) | Aug. 04, 2016 | Aug. 02, 2016 | Jul. 06, 2016 | Oct. 31, 2016 | Feb. 22, 2017 |
Litigation Case No. BC628981 (Trademark License) [Member] | |||||
Name of plaintiff | 56 Hope Road and HRM | ||||
Litigation locatino | Superior Court of the State of California, County of Los Angeles | ||||
Complaint description | The complaint (a) sought a declaratory judgment relating to the termination by 56 Hope Road and HRM of the licenses which owned to use certain “ Marley Coffee | ||||
Actions taken by defendant | 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, 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 | ||||
Hope Road Merchandising, LLC (Exclusively Controls by 56 Hope Road) [Member] | License Agreement (the Short Term License) [Member] | Subsequent Event [Member] | |||||
Unpaid royalties | $ 371,324 | ||||
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 | ||||
Debt interest rate | 0.71% | ||||
Maturity | Aug. 31, 2016 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Revenue | $ 1,276,874 | $ 2,814,241 | $ 5,702,656 | $ 8,263,689 | |
Cost of goods sold | 373,258 | 2,247,271 | 3,554,946 | 6,091,132 | |
Gross profit | 903,616 | 566,970 | 2,147,710 | 2,172,557 | |
Operating expenses: | |||||
Compensation and benefits | 230,856 | 420,336 | 814,511 | 1,540,449 | |
Selling and marketing | 165,488 | 774,295 | 1,384,968 | 1,896,563 | |
General and administrative | 473,336 | 45,292 | 695,183 | 139,219 | |
Total operating expenses | 869,680 | 1,239,923 | 2,894,662 | 3,576,231 | |
Other expense: | |||||
Other income (expense) | (87,760) | (83,986) | |||
Total other income (expense) | (87,760) | (83,986) | |||
Net income (loss) from discontinued operations | (53,824) | $ (672,953) | (830,938) | $ (1,403,674) | |
Current Assets | |||||
Accounts receivable, net | 636,587 | 636,587 | $ 1,415,559 | ||
Prepaid expenses | 27,845 | 27,845 | 25,171 | ||
Total current assets of discontinued operations | 664,432 | 664,432 | 1,440,730 | ||
Property and equipment, net | 187,838 | ||||
Intangible asset, net | 593,325 | ||||
Total noncurrent assets of discontinued operations | (781,163) | ||||
Total Assets | 664,432 | 664,432 | 2,221,893 | ||
Current Liabilities | |||||
Accounts payable | 3,091,298 | 3,091,298 | 3,445,811 | ||
Accrued expenses | 497,431 | ||||
Accrued royalty and other expenses - related party | 84,174 | ||||
Note payable - related party | 297,324 | 297,324 | |||
Deferred revenue | 198,395 | 198,395 | |||
Total current liabilities of discontinued operations | $ 3,587,017 | $ 3,587,017 | $ 4,027,416 |
Outstanding debt (Details)
Outstanding debt (Details) | 9 Months Ended | |
Oct. 31, 2016USD ($) | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 1,451,950 | |
Accrued Interest | 179,632 | |
Debt Discount | (231,455) | |
Net Amount | 1,400,127 | |
Derivative liability | 3,524,595 | |
JSJ Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | 256,952 | |
Accrued Interest | 4,000 | |
Debt Discount | (22,249) | |
Net Amount | $ 238,703 | |
Interest Rate | 12.00% | |
Maturity | Dec. 6, 2016 | |
JMJ Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 191,681 | [1] |
Accrued Interest | 2,537 | [1] |
Debt Discount | (94,448) | [1] |
Net Amount | $ 99,770 | [1] |
Interest Rate | 12.00% | [1] |
Maturity | Sep. 16, 2017 | [1] |
New Vis Vires Group Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 225,000 | |
Accrued Interest | 21,720 | |
Debt Discount | (39,375) | |
Net Amount | $ 207,345 | |
Interest Rate | 8.00% | |
Maturity | Dec. 9, 2016 | |
Duck Duck Spruce Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 519,245 | |
Accrued Interest | 3,344 | |
Debt Discount | (75,383) | |
Net Amount | $ 447,206 | |
Interest Rate | 10.00% | |
Maturity | Dec. 15, 2016 | |
Third Party Loan [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 247,484 | |
Accrued Interest | 126,134 | |
Net Amount | $ 373,618 | |
Interest Rate | 32.00% | |
Maturity | Dec. 1, 2016 | |
Colorado Medical Finance Services, LLC LOC [Member] | ||
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 11,588 | [2] |
Accrued Interest | 21,897 | [2] |
Net Amount | $ 33,485 | [2] |
Interest Rate | 20.00% | [2] |
Maturity | Sep. 26, 2016 | [2] |
[1] | Noncurrent note. | |
[2] | Line of Credit. |
Outstanding debt (Details Narra
Outstanding debt (Details Narrative) | 9 Months Ended |
Oct. 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 | 17.50% |
Line of credit facility, interest rate payable in cash | 10.00% |
Line of credit facility, interest rate payable in cash or products and services | 7.50% |
Line of credit facility, expiration date | Sep. 26, 2016 |
Line of credit facility, interest rate upon default | 20.00% |
Line of credit facility, amount outstanding | $ 33,485 |
Line of credit facility, principal due | 11,588 |
Line of credit facility, interest payable | 21,897 |
Line of credit facility re-evaluated | $ 3,000 |
Outstanding debt (Details Nar30
Outstanding debt (Details Narrative 1) | Sep. 16, 2015USD ($)$ / shares | Sep. 14, 2015USD ($)Number | Sep. 30, 2016USD ($)shares | Oct. 31, 2016USD ($)$ / sharesshares | ||
Convertible Notes Payable | ||||||
Debt instrument, principal amount | $ 1,451,950 | |||||
Gross proceeds from issuance of debt | 775,000 | |||||
Debt instrument, interest payable | 179,632 | |||||
Gain on extinguishment of debt | (28,516) | |||||
Debt converted to common stock | $ 338,540 | |||||
Debt converted to common stock, shares issued | shares | 100,094,637 | |||||
Repayments of notes payable | $ 524,653 | |||||
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% | |||||
Debt instrument, principal amount | $ 256,952 | |||||
Conversion price, percentage against trading price | 60.00% | |||||
Debt conversion price per share | $ / shares | $ 0.00005 | |||||
Debt instrument, interest payable | $ 4,000 | |||||
Debt instrument, outstanding | 260,952 | |||||
Derivative liability | $ 197,680 | |||||
Debt converted to common stock | $ 31,311 | |||||
Debt converted to common stock, shares issued | shares | 24,733,056 | |||||
Debt maturity date | Dec. 6, 2016 | |||||
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 | |||||
Derivative liability | $ 178,000 | |||||
Periodic principal payment | $ 75,000 | |||||
Typenex Convertible Note [Member] | Initial Tranche [Member] | ||||||
Convertible Notes Payable | ||||||
Note face amount | $ 255,000 | |||||
Interest rate | 10.00% | |||||
Gross proceeds from issuance of debt | $ 255,000 | |||||
Description of collateral | Secured by a Membership Interest Pledge Agreement. | |||||
Typenex Convertible Note [Member] | Subsequent Tranches Investor Notes [Member] | ||||||
Convertible Notes Payable | ||||||
Note face amount | $ 750,000 | |||||
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 | $ 385,000 | $ 900,000 | [1] | |||
Interest rate | [1] | 12.00% | ||||
Debt instrument, principal amount | [1] | $ 191,681 | ||||
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 rate | 10.00% | |||||
One-time interest rate charged | 12.00% | |||||
Debt instrument, interest payable | [1] | $ 2,537 | ||||
Debt instrument, outstanding | 194,218 | |||||
Derivative liability | $ 303,000 | |||||
Debt converted to common stock | $ 260,409 | |||||
Debt converted to common stock, shares issued | shares | 49,065,000 | |||||
Debt maturity date | [1] | Sep. 16, 2017 | ||||
Vis Vires Group Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Sep. 9, 2015 | |||||
Note face amount | $ 254,000 | |||||
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 | |||||
Derivative liability | $ 224,000 | |||||
Debt maturity date | Jun. 11, 2016 | |||||
Repayments of notes payable | $ 250,000 | |||||
New Vis Vires Group Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Mar. 16, 2016 | |||||
Note face amount | $ 225,000 | |||||
Interest rate | 8.00% | |||||
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 discount | $ 3,000 | |||||
Debt instrument, interest payable | 21,720 | |||||
Debt instrument, outstanding | 246,720 | |||||
Derivative liability | $ 152,120 | |||||
Debt maturity date | Dec. 9, 2016 | |||||
Duck Duck Spruce Convertible Notes [Member] | ||||||
Convertible Notes Payable | ||||||
Debt issuance date | Mar. 31, 2016 | |||||
Note face amount | $ 550,000 | |||||
Interest rate | 5.00% | |||||
Default interest rate | 10.00% | |||||
Debt instrument, principal amount | $ 519,245 | |||||
Gross proceeds from issuance of debt | 500,000 | |||||
Debt instrument, interest payable | 3,344 | |||||
Debt instrument, outstanding | 522,589 | |||||
Derivative liability | 319,177 | |||||
Debt converted to common stock | $ 46,820 | |||||
Debt converted to common stock, shares issued | shares | 26,296,581 | |||||
Debt maturity date | Dec. 15, 2016 | |||||
Duck Duck Spruce Convertible Notes [Member] | Minimum [Member] | ||||||
Convertible Notes Payable | ||||||
Debt conversion price per share | $ / shares | $ 0.05 | |||||
Second Duck Duck Spruce Convertible Note [Member] | ||||||
Convertible Notes Payable | ||||||
Derivative liability | $ 346,677 | |||||
Shares of restricted stock issued in consideration of debt | shares | 250,000 | |||||
[1] | Noncurrent note. |
Outstanding debt (Details Nar31
Outstanding debt (Details Narrative 2) | 1 Months Ended | 9 Months Ended | ||||
Apr. 30, 2016USD ($)Number | Feb. 29, 2016USD ($)Number | Jan. 31, 2016USD ($)Number | Nov. 30, 2015USD ($)Number | Oct. 31, 2015USD ($)Number | Oct. 31, 2016USD ($) | |
Third party loans | ||||||
Third-party loans outstanding | $ 373,115 | |||||
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 | |||||
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 | |||||
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 | |||||
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 | 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 | |||||
Third Party Loans [Member] | ||||||
Third party loans | ||||||
Description of collateral | secured by a security interest in all of our accounts, equipment, inventory and investment property | |||||
Repayment of loan within the first 30 days loan (percent) | 85.00% | |||||
Repayment of loan within between 31 and 90 days after effective (percent) | 90.00% | |||||
Minimum [Member] | Third Party Loans [Member] | ||||||
Third party loans | ||||||
Interest rate | 30.00% | |||||
Maximum [Member] | Third Party Loans [Member] | ||||||
Third party loans | ||||||
Interest rate | 38.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Short term note payable | $ 373,115 | ||
Rohan Marley Enterprises and Rohan Marley [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation and reimbursements paid to related parties | 127,226 | ||
Cash payments made to related parties | 14,716 | ||
Accrued directors fees paid to related parties | 112,510 | ||
Directors fees and expense reimbursements paid to related parties | $ 135,447 | ||
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 | |
Marley Coffee Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 1,311 | 562,019 | |
Rebates received from related parties | $ 0 | 52,596 | |
Marley Coffee Ltd [Member] | Rohan Marley [Member] | |||
Related Party Transaction [Line Items] | |||
Former Chairman, ownership percentage | 25.00% | ||
Fifty-Six Hope Road Music Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Licensing fees payable | $ 72,990 | $ 260,496 | |
License costs | 151,489 | 200,941 | |
Short term note payable | 297,324 | ||
House of Marley [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 835 | 11,142 | |
Zion Rootswear [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 0 | 5,244 | |
Lions of Marley [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 4,314 | 0 | |
Delivery Agent [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 420 | $ 779 | |
Mother Parkers [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable - related party | 1,771,003 | 2,053,296 | |
Accounts receivable - related party | $ 268,248 | $ 318,934 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Oct. 31, 2016$ / sharesshares | |
Stock Options, Number of Shares | |
Outstanding, beginning balance | shares | 17,650,000 |
Granted | shares | 6,000,000 |
Forfeited | shares | (60,000) |
Outstanding, ending balance | shares | 23,590,000 |
Exercisable, ending balance | shares | 16,720,000 |
Stock Options, Weighted Average Exercise Price | |
Outstanding, beginning | $ / shares | $ 0.27 |
Granted | $ / shares | 0.12 |
Forfeited | $ / shares | 0.47 |
Outstanding, ending | $ / shares | 0.23 |
Exercisable, ending | $ / shares | $ 0.27 |
Stock Options, Weighted Average Remaining Contract Term | |
Outstanding, ending | 2 years 2 months 5 days |
Exercisable, ending | 1 year 6 months 14 days |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 9 Months Ended |
Oct. 31, 2016USD ($)shares | |
Number of shares issued in settlement of accounts payable, shares | 3,312,307 |
Number of shares issued in settlement of accounts payable, value | $ | $ 319,218 |
Market value shares issued in settlement of accounts payable | $ | 347,735 |
Loss on settlement of accounts payable | $ | $ (28,516) |
Number of shares issued for services, shares | 455,709 |
Number of shares issued for services, value | $ | $ 46,180 |
Number of shares issued for financing costs, shares | 250,000 |
Number of shares issued for financing costs, value | $ | $ 27,500 |
Debt converted to common stock, shares issued | 100,094,637 |
Debt converted to common stock | $ | $ 338,540 |
Number of shares authorized | 7,449,109 |
Market value of authorized shares | 54,712 |
Stock compensation expense | $ | $ 840,471 |
2012 Equity Incentive Plan [Member] | |
Number of shares authorized | 12,000,000 |
Shares available for issuance | 8,700,000 |
2013 Equity Incentive Plan [Member] | |
Number of shares authorized | 12,000,000 |
Shares available for issuance | 7,530,000 |
2015 Equity Incentive Plan [Member] | |
Number of shares authorized | 17,500,000 |
Shares available for issuance | 13,500,000 |
2011 Equity Incentive Plan [Member] | |
Number of shares authorized | 20,000,000 |
Shares available for issuance | 19,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 04, 2016 | Aug. 02, 2016 | May 31, 2016 | Nov. 17, 2015 | Oct. 31, 2016 | Dec. 31, 2011 |
Value of shares issued | $ 27,500 | |||||
Number of shares issued | 250,000 | |||||
Pending Litigation [Member] | ||||||
Name of plaintiff | SEC | |||||
Name of additional defendants | 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 | |||||
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 - Consent of Defendant Jammin Java Corp.[Member] | ||||||
Name of plaintiff | SEC | |||||
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 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) sought a declaratory judgment relating to the termination by 56 Hope Road and HRM of the licenses which owned to use certain “ Marley Coffee | |||||
Actions taken by defendant | 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, 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. |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
CANADA [Member] | ||
Concentration Risk [Line Items] | ||
Sales | $ 448,214 | $ 612,585 |
KOREA, REPUBLIC OF [Member] | ||
Concentration Risk [Line Items] | ||
Sales | 0 | 7,951 |
CHILE [Member] | ||
Concentration Risk [Line Items] | ||
Sales | $ 786,755 | $ 670,868 |
Customer 1 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 27.60% | 16.00% |
Customer 2 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 14.10% | 12.10% |
Customer 3 [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 10.10% | |
Vendor 1 [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 55.10% | 50.60% |
Vendor 2 [Member] | Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Percentage concentration | 44.80% | 36.40% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 23, 2017 | Jan. 23, 2017 | Jan. 18, 2017 | Dec. 13, 2016 | Dec. 05, 2016 | Nov. 14, 2016 | Jul. 01, 2017 | Oct. 31, 2016 | Jan. 31, 2017 | Jan. 25, 2017 | Nov. 28, 2016 | Sep. 16, 2015 | ||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, principal amount | $ 1,451,950 | |||||||||||||
Debt Discount | $ 231,455 | |||||||||||||
New Vis Vires Group Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Mar. 16, 2016 | |||||||||||||
Note face amount | $ 225,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Default interest rate | 22.00% | |||||||||||||
Debt maturity date | Dec. 9, 2016 | |||||||||||||
Conversion price, percentage against trading price | 65.00% | |||||||||||||
Debt instrument, principal amount | $ 225,000 | |||||||||||||
Debt Discount | $ 39,375 | |||||||||||||
Debt conversion price per share | $ 0.00009 | |||||||||||||
JMJ Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Sep. 16, 2015 | |||||||||||||
Note face amount | $ 900,000 | [1] | $ 385,000 | |||||||||||
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] | $ 191,681 | ||||||||||||
Debt Discount | [1] | $ 94,448 | ||||||||||||
Debt conversion price per share | $ 0.75 | |||||||||||||
JSJ Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Sep. 9, 2015 | |||||||||||||
Note face amount | $ 275,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Default interest rate | 18.00% | |||||||||||||
Debt maturity date | Dec. 6, 2016 | |||||||||||||
Conversion price, percentage against trading price | 60.00% | |||||||||||||
Debt instrument, principal amount | $ 256,952 | |||||||||||||
Debt Discount | $ 22,249 | |||||||||||||
Debt conversion price per share | $ 0.00005 | |||||||||||||
Subsequent Event [Member] | Cancellation Agreement [Member] | Mr. Brent Toevs [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares repurchased | 1,261,457 | |||||||||||||
Subsequent Event [Member] | SEB Coffee [Member] | Consulting Agreement [Member] | Mr. Brent Toevs [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Monthly consulting services paid | $ 23,473 | |||||||||||||
Total consulting services paid | $ 140,840 | |||||||||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
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] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 108.00% | |||||||||||||
Subsequent Event [Member] | New Vis Vires Group Convertible Note [Member] | Maximum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 133.00% | |||||||||||||
Subsequent Event [Member] | 10% Convertible Promissory Note (the 10% Note Investor) [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Note face amount | $ 19,800 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Debt instrument, principal amount | $ 18,000 | |||||||||||||
Debt Discount | $ 1,800 | |||||||||||||
Subsequent Event [Member] | 10% Convertible Promissory Note (the 10% Note Investor) [Member] | Accredited Investor [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Nov. 14, 2016 | |||||||||||||
Note face amount | $ 110,000 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Default interest rate | 20.00% | |||||||||||||
Debt maturity date | Nov. 14, 2017 | |||||||||||||
Debt instrument, principal amount | $ 24,000 | |||||||||||||
Debt Discount | 2,400 | |||||||||||||
Potential future borrowings | $ 83,600 | |||||||||||||
Maximum ownership if debt converted | 9.99% | |||||||||||||
Subsequent Event [Member] | 10% Convertible Promissory Note (the 10% Note Investor) [Member] | Accredited Investor [Member] | Minimum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 100.00% | |||||||||||||
Subsequent Event [Member] | 10% Convertible Promissory Note (the 10% Note Investor) [Member] | Accredited Investor [Member] | Maximum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 150.00% | |||||||||||||
Subsequent Event [Member] | JMJ Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, principal amount | $ 8,500 | |||||||||||||
Debt additional borrowing | $ 6,375 | |||||||||||||
Subsequent Event [Member] | JSJ Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
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 conversion price per share | $ 0.00005 | |||||||||||||
Prepayment amount as percent of outstanding debt | 150.00% | |||||||||||||
Subsequent Event [Member] | JSJ Convertible Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Jan. 23, 2017 | |||||||||||||
Note face amount | $ 10,125 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Default interest rate | 18.00% | |||||||||||||
Debt maturity date | Oct. 23, 2017 | |||||||||||||
Prepayment amount as percent of outstanding debt | 150.00% | |||||||||||||
Subsequent Event [Member] | February 2017 Power Up Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt issuance date | Feb. 23, 2017 | |||||||||||||
Note face amount | $ 10,500 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Default interest rate | 22.00% | |||||||||||||
Debt maturity date | Nov. 17, 2017 | |||||||||||||
Percentage of outstanding common stock converted | 9.99% | |||||||||||||
Subsequent Event [Member] | February 2017 Power Up Note [Member] | Minimum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 120.00% | |||||||||||||
Subsequent Event [Member] | February 2017 Power Up Note [Member] | Maximum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Prepayment amount as percent of outstanding debt | 145.00% | |||||||||||||
[1] | Noncurrent note. |