Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jul. 31, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | MamaMancini's Holdings, Inc. | |
Entity Central Index Key | 1520358 | |
Document Type | 10-K | |
Document Period End Date | 31-Jan-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -30 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $23,590,184 | |
Entity Common Stock, Shares Outstanding | 26,047,376 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Assets: | ||
Cash | $854,995 | $1,541,640 |
Accounts receivable, net | 2,233,211 | 1,029,632 |
Inventories | 301,170 | 159,829 |
Prepaid expenses | 107,242 | 140,511 |
Due from manufacturer - related party | 2,213,037 | 1,373,036 |
Total current assets | 5,709,655 | 4,244,648 |
Property and equipment, net | 1,124,745 | 978,027 |
Debt issuance costs, net | 101,197 | 46,264 |
Total Assets | 6,935,597 | 5,268,939 |
Liabilities: | ||
Accounts payable and accrued expenses | 1,216,436 | 595,297 |
Line of credit | 1,409,098 | 222,704 |
Term loan | 120,000 | |
Total current liabilities | 2,745,534 | 818,001 |
Term loan - net of current | 440,000 | |
Convertible note - net of debt discount | 1,587,447 | |
Total long-term liabilities | 2,027,447 | |
Total Liabilities | 4,772,981 | 818,001 |
Stockholders' Equity | ||
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 26,407,376 and 24,187,375 shares issued and outstanding, respectively | 260 | 242 |
Additional paid in capital | 12,766,116 | 10,993,973 |
Common stock subscribed, $0.00001 par value; 66,667 and 833,333 shares, respectively | 1 | 8 |
Accumulated deficit | -10,603,761 | -6,543,285 |
Total Stockholders' Equity | 2,162,616 | 4,450,938 |
Total Liabilities and Stockholders' Equity | $6,935,597 | $5,268,939 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 26,407,376 | 24,187,375 |
Common stock, shares outstanding | 26,407,376 | 24,187,375 |
Common stock subscribed, par value | $0.00 | $0.00 |
Common stock subscribed, shares | 66,667 | 833,333 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Sales - net of slotting fees and discounts | $775,252 | $12,339,256 | $8,741,621 |
Cost of sales | 535,870 | 8,803,540 | 6,190,595 |
Gross profit | 239,382 | 3,535,716 | 2,551,026 |
Operating expenses | |||
Research and development | 8,477 | 100,864 | 19,408 |
General and administrative | 472,023 | 7,185,042 | 5,470,586 |
Total operating expenses | 480,500 | 7,285,906 | 5,489,994 |
Loss from operations | -241,118 | -3,750,190 | -2,938,968 |
Other expense | |||
Interest expense | -2,526 | -310,286 | -8,640 |
Total other expense | -2,526 | -310,286 | -8,640 |
Net loss | ($243,644) | ($4,060,476) | ($2,947,608) |
Net loss per common share - basic and diluted | ($0.01) | ($0.16) | ($0.13) |
Weighted average common shares outstanding - basic and diluted | 24,187,375 | 25,487,778 | 22,012,920 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid In Capital [Member] | Common Stock Subscribed [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2012 | $201 | $5,804,680 | ($3,352,033) | $2,452,848 | |
Balance, shares at Dec. 31, 2012 | 20,054,000 | ||||
Common stock issued for cash | 33 | 4,999,967 | 5,000,000 | ||
Common stock issued for cash, shares | 3,333,375 | ||||
Stock options issued for services | 162,933 | 162,933 | |||
Warrants issued for services | 731,894 | 731,894 | |||
Common stock subscribed | 799,995 | 5 | 800,000 | ||
Recapitalization | 8 | -295,008 | -295,000 | ||
Recapitalization, shares | 800,000 | ||||
Stock issuance costs | -1,604,000 | -1,604,000 | |||
Net loss | -2,947,608 | -2,947,608 | |||
Balance at Dec. 31, 2013 | 242 | 10,600,461 | 5 | -6,299,641 | 4,301,067 |
Balance, shares at Dec. 31, 2013 | 24,187,375 | ||||
Stock options issued for services | 2,015 | 2,015 | |||
Warrants issued for services | 43,666 | 43,666 | |||
Common stock subscribed | 449,997 | 3 | 450,000 | ||
Stock issuance costs | -102,166 | -102,166 | |||
Net loss | -243,644 | -243,644 | |||
Balance at Jan. 31, 2014 | 242 | 10,993,973 | 8 | -6,543,285 | 4,450,938 |
Balance, shares at Jan. 31, 2014 | 24,187,375 | ||||
Stock options issued for services | 94,775 | 94,775 | |||
Warrants issued for services | 206,981 | 206,981 | |||
Common stock issued for services | 136,587 | 136,587 | |||
Common stock issued for services, Shares | 40,000 | ||||
Common stock issued | 16 | 1,179,995 | -8 | 1,180,003 | |
Common stock issued, shares | 1,620,001 | ||||
Common stock subscribed | 99,999 | 1 | 100,000 | ||
Stock issuance costs | -346,192 | -346,192 | |||
Stock issued for debt financing | 2 | 399,998 | 400,000 | ||
Stock issued for debt financing, shares | 200,000 | ||||
Net loss | -4,060,476 | -4,060,476 | |||
Balance at Jan. 31, 2015 | $260 | $12,766,116 | $1 | ($10,603,761) | $2,162,616 |
Balance, shares at Jan. 31, 2015 | 26,047,376 |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) | Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | |||
Common stock subscribed, shares | 66,667 | 833,333 | 533,333 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($243,644) | ($4,060,476) | ($2,947,608) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 4,141 | 170,113 | 33,891 |
Amortization of debt issuance costs | 1,322 | 100,953 | |
Amortization of debt discount | 46,197 | ||
Share-based compensation | 2,015 | 94,775 | 162,933 |
Stock issued for compensation | 171,587 | ||
Loss on disposition of fixed assets | 15,343 | ||
(Increase) Decrease in: | |||
Accounts receivable | 34,217 | -1,203,579 | -600,284 |
Inventories | -47,550 | -141,341 | -35,709 |
Prepaid expenses | -4,986 | 33,269 | -71,347 |
Due from manufacturer - related party | -232,009 | -840,001 | -788,871 |
Increase (Decrease) in: | |||
Accounts payable and accrued expenses | -227,747 | 621,139 | 410,054 |
Net Cash Used In Operating Activities | -714,241 | -5,007,364 | -3,821,598 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid for property and equipment | -52,672 | -316,831 | -877,522 |
Cash paid for acquisition of shell company | -295,000 | ||
Loans to related party | -30,000 | ||
Related party loans repaid | 30,000 | ||
Net Cash Used In Investing Activities | -52,672 | -316,831 | -1,172,522 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 1,180,003 | 5,000,000 | |
Stock issuance costs | -58,500 | -174,211 | -872,106 |
Proceeds from common stock subscribed | 450,000 | 100,000 | 800,000 |
Debt issuance costs | -47,586 | -214,636 | |
Borrowings (repayment) of line of credit, net | 222,704 | 1,186,394 | -200,000 |
Borrowings from term loan | 600,000 | ||
Repayment of term loan | -40,000 | ||
Borrowings from convertible note | 2,000,000 | ||
Net Cash Provided By Financing Activities | 566,618 | 4,637,550 | 4,727,894 |
Net Decrease in Cash | -200,295 | -686,645 | -266,226 |
Cash - Beginning of Period | 1,741,935 | 1,541,640 | 2,008,161 |
Cash - End of Period | 1,541,640 | 854,995 | 1,741,935 |
Cash Paid During the Period for: | |||
Income taxes | |||
Interest | 2,526 | 132,803 | 8,640 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Stock issuance costs paid in the form of warrants | 43,666 | 171,981 | 731,894 |
Machinery and equipment purchased on account | 83,757 | ||
Debt discount on convertible note | $400,000 |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jan. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation |
Nature of Operations | |
MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. | |
Current Business of the Company | |
The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, and other similar meats and sauces. The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast, and Canada. | |
Mergers | |
On January 24, 2013, the Company, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and 800,000 shares of common stock and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company. | |
The consolidated financial statements presented for all periods through and including January 31, 2015 are those of MamaMancini’s. As a result of this Merger, the equity sections of MamaMancini’s for all prior periods presented reflect the recapitalization described above and are consistent with the January 31, 2015 balance sheet presented for the Company. | |
Since the transaction is considered a reverse acquisition and recapitalization, the presentation of pro-forma financial information was not required. | |
Basis of Presentation | |
The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies | ||||||||||||
Change of Year End | |||||||||||||
Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2014 would not be material. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, the fair value of share-based payments. | |||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. | |||||||||||||
Risks and Uncertainties | |||||||||||||
The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. | |||||||||||||
The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. | |||||||||||||
Cash | |||||||||||||
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at January 31, 2015 or 2014. | |||||||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. | |||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of January 31, 2015 and 2014, the Company had reserves of $2,000. | |||||||||||||
Inventories | |||||||||||||
Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2015 and 2014: | |||||||||||||
31-Jan-15 | 31-Jan-14 | ||||||||||||
Finished goods | $ | 301,170 | $ | 159,829 | |||||||||
Property and Equipment | |||||||||||||
Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives. | |||||||||||||
Asset lives for financial statement reporting of depreciation are: | |||||||||||||
Machinery and equipment | 2-7 years | ||||||||||||
Furniture and fixtures | 3-5 years | ||||||||||||
Leasehold improvements | 3-10 years | ||||||||||||
Fair Value of Financial Instruments | |||||||||||||
For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. | |||||||||||||
Stock Issuance Costs | |||||||||||||
Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity and netted against proceeds. In the event the costs are in excess of the proceeds, the costs are recorded to expense. In the case of an aborted offering, all costs are expensed. Offering costs recorded to equity for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $346,192, $1,604,000 and $102,166, respectively. During the year ended January 31, 2015, the Company expensed $330,538 of deferred issuance costs related to the aborted offering of the Company’s common stock, which are included in general and administrative expenses in the consolidated statements of operations. | |||||||||||||
Research and Development | |||||||||||||
Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $100,864, $19,408 and $8,477, respectively. | |||||||||||||
Shipping and Handling Costs | |||||||||||||
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products. | |||||||||||||
The Company meets these criteria upon shipment. | |||||||||||||
Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: | |||||||||||||
Year Ended | Year Ended | One Month Ended January 31, 2014 | |||||||||||
31-Jan-15 | 31-Dec-13 | ||||||||||||
Gross Sales | $ | 12,725,100 | $ | 9,282,562 | $ | 796,177 | |||||||
Less: Slotting, Discounts, Allowances | 385,844 | 540,941 | 20,925 | ||||||||||
Net Sales | $ | 12,339,256 | $ | 8,741,621 | $ | 775,252 | |||||||
Cost of Sales | |||||||||||||
Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs. | |||||||||||||
Advertising | |||||||||||||
Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $3,104,088, $2,440,424 and $232,481, respectively. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share-based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”. | |||||||||||||
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. | |||||||||||||
Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Consolidated Statement of Operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. | |||||||||||||
For the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 share-based compensation amounted to $438,343, $894,827 and $45,681, respectively. Of the $438,343, $894,827 and $45,681 recorded for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, $171,981, $731,894 and $43,666 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. | |||||||||||||
For the year ended January 31, 2015, when computing fair value of share-based payments, the Company has considered the following variables: | |||||||||||||
31-Jan-15 | 31-Dec-13 | 31-Jan-14 | |||||||||||
Risk-free interest rate | 0.26% to 1.67% | 0.61% to 1.01% | 1.64 | % | |||||||||
Expected life of grants | 1 to 5 years | 1 to 5 years | 1 to 5 years | ||||||||||
Expected volatility of underlying stock | 189% to 191% | 144% to 193% | 193 | % | |||||||||
Dividends | $ | 0 | $ | 0 | $ | 0 | |||||||
The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | |||||||||||||
Earnings (Loss) Per Share | |||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||||||||||
The Company had the following potential common stock equivalents at January 31, 2015: | |||||||||||||
Common stock subscribed | 66,667 | ||||||||||||
Common stock warrants, exercise price range of $1.00-$2.50 | 1,027,401 | ||||||||||||
Common stock options, exercise price of $1.00-$2.97 | 496,404 | ||||||||||||
Total common stock equivalents | 1,683,472 | ||||||||||||
The Company had the following potential common stock equivalents at December 31, 2013: | |||||||||||||
Common stock subscribed | 533,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 892,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 428,845 | ||||||||||||
Total common stock equivalents | 1,854,245 | ||||||||||||
The Company had the following potential common stock equivalents at January 31, 2014: | |||||||||||||
Common stock subscribed | 833,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 922,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 434,177 | ||||||||||||
Total common stock equivalents | 2,189,577 | ||||||||||||
Since the Company reflected a net loss during the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. | |||||||||||||
Income Taxes | |||||||||||||
Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities. | |||||||||||||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||||||
The Company is no longer subject to tax examinations by tax authorities for years prior to 2012. | |||||||||||||
Reclassification | |||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements. | |||||||||||||
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements. | |||||||||||||
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014–15, Presentation of Financial Statements – Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2013–300—Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The Company is currently evaluating the effects of ASU 2014–15 on the consolidated financial statements. | |||||||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-16 (ASU 2014-16), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the effects of ASU 2014–16 on the consolidated financial statements. | |||||||||||||
In March 2015, the Financial Accounting Standards Board issued Accounting issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Note 3 - Property and Equipment: | ||||||||
Property and equipment on January 31, 2015 and 2014 are as follows: | |||||||||
January 31, 2015 | 31-Jan-14 | ||||||||
Machinery and Equipment | $ | 1,060,066 | $ | 1,027,431 | |||||
Furniture and Fixtures | 16,887 | 4,525 | |||||||
Leasehold Improvements | 274,567 | 2,733 | |||||||
1,351,520 | 1,034,689 | ||||||||
Less: Accumulated Depreciation | 226,775 | 56,662 | |||||||
$ | 1,124,745 | $ | 978,027 | ||||||
At January 31, 2015 and 2014, fixed assets in the amount of $0 and $826,340, respectively, were not in service. | |||||||||
Depreciation expense charged to income for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 amounted to $170,113, $33,891 and $4,141, respectively. |
Investment_in_Meatball_Obsessi
Investment in Meatball Obsession, LLC | 12 Months Ended |
Jan. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Meatball Obsession, LLC | Note 4 - Investment in Meatball Obsession, LLC |
During 2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus the Company’s equity in the undistributed earnings or losses of the entity. | |
At December 31, 2011 the investment was written down to $0 due to losses incurred by MO. | |
The Company’s ownership interest in MO has decreased due to dilution. | |
At January 31, 2015 and 2014, the Company’s ownership interest in MO was 12.6% and 15.8%, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions |
Joseph Epstein Foods | |
On March 1, 2010, the Company entered into a five year agreement with Joseph Epstein Foods (the “Manufacturer”) who is a related party. The Manufacturer is owned by the CEO and President of the Company. The Company analyzed the relationship with the Manufacturer to determine if the Manufacturer is a variable interest entity as defined by FASB ASC 810 “Consolidation”. Based on this analysis, the Company has determined that the Manufacturer is a variable interest but the Company is not the primary beneficiary of the variable interest entity and therefore consolidation is not required. Under the terms of the agreement, the Company grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The Manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date. | |
Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the Company. | |
In addition, the Company made several unsecured loans to the Manufacturer during the year ended 2013, the one month period ended January 31 2014, and the year ended January 31, 2015. The loan to the Manufacturer is unsecured, does not bear interest and is due on demand. | |
During the year ended January 31, 2015 and the one month ended January 31, 2014, the Company made improvements to the Manufacturer’s facility. The improvements have been capitalized and are being depreciated over the estimated useful life of the supply agreement. | |
During the year ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, the Company purchased substantially all of its inventory from the Manufacturer. | |
During the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, the Manufacturer incurred expenses on behalf of the Company for shared administrative expenses and salary expenses. | |
At January 31, 2015 and 2014 the amount due from the Manufacturer is $2,213,037 and $1,373,036, respectively. | |
Meatball Obsession, LLC | |
A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC. | |
For the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, the Company generated approximately $113,600, $85,500 and $0 in revenues from MO, respectively. | |
As of January 31, 2015 and 2014, the Company had a receivable of $6,768 and $1,457 due from MO, respectively. |
Line_of_Credit
Line of Credit | 12 Months Ended |
Jan. 31, 2015 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 6 - Line of Credit |
Effective January 3, 2014, the Company entered into a Sale and Security Agreement (the “Sale and Security Agreement”) with Faunus Group International, Inc. (“FGI”) to provide for a $1.5 million secured demand credit facility backed by its receivables and inventory (the “FGI Facility”). The Sale and Security Agreement has an initial three year term (the “Original Term”) and shall be extended automatically for an additional one year for each succeeding term unless written notice of termination is given by either party at least sixty days prior to the end of the Original Term or any extension thereof. The Company and certain of its affiliates also entered into guarantees to guarantee the performance of the obligations under the Sale and Security Agreement (the “Guaranty Agreements”). The Company also granted FGI a security interest in and lien upon all of the Company’s right, title and interest in and to all of its assets (as defined in the Sale and Security Agreement). | |
Pursuant to the FGI Facility, FGI can elect to purchase eligible accounts receivables (“Purchased Accounts”) up to 70% of the value of such receivables (retaining a 30% reserve). At FGI’s election, FGI may advance the Company up to 70% of the value of any Purchased Accounts, subject to the FGI Facility. Reserves retained by FGI on any Purchased Accounts are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The interest rate on advances or borrowings under the FGI Facility will be the greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate. Any advances or borrowings under the FGI Facility are due on demand. | |
The Company also agreed to pay to FGI monthly collateral management fees of 0.42% of the average monthly balance of Purchased Accounts. The minimum monthly net funds employed during each contract year hereof shall be $500,000. Additionally, the Company paid FGI a one-time facility fee equal to 1% of the FGI Facility upon entry into the Sale and Security Agreement. | |
During the year ended January 31, 2015, the Company terminated its agreement with FGI and paid off all obligations due at the payoff date. Upon termination, additional fees and accrued interest of approximately $48,600 were paid and included in the interest expense. |
Loan_and_Security_Agreement
Loan and Security Agreement | 12 Months Ended | |||||
Jan. 31, 2015 | ||||||
Loan And Security Agreement | ||||||
Loan and Security Agreement | Note 7 - Loan and Security Agreement | |||||
On September 3, 2014, the Company entered into a Loan and Security Agreement (“Loan and Security Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The total facility is for an aggregate principal amount of up to $3,100,000. The facility consists of the following: | ||||||
● | Accounts Revolving Line of Credit: | $ | 2,150,000 | |||
● | Inventory Revolving Line of Credit: | $ | 350,000 | |||
● | Term Loan: | $ | 600,000 | |||
EGC may from time to time make loans in an aggregate amount not to exceed the Accounts Revolving Line of Credit up to 85% of the net amount of Eligible Accounts (as defined in the Loan and Security Agreement). EGC may from time to time make loans in an aggregate amount not to exceed the Inventory Revolving Line of Credit against Eligible Inventory (as defined in the Loan and Security Agreement) in an amount up to 50% of finished goods and in an amount up to 20% of raw material. | ||||||
The revolving interest rates is equal to the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. The initial term of the facility is for a period of two years and will automatically renew for an additional one year period. The Company is required to pay a one-time facility fee equal to 2.25% of the total $3,100,000 facility. In the event of default, the Company shall pay 10% above the stated rates of interest per the Agreement. The drawdowns are secured by all of the assets of the Company. | ||||||
On September 3, 2014, the Company also entered into a 5 year $600,000 Secured Promissory Note (“EGC Note”) with EGC. The EGC Note is payable in 60 monthly installments of $10,000. The EGC Note bears interest at the prime rate plus 4.0% and is payable monthly, in arrears. In the event of default, the Company shall pay 10% above the stated rates of interest per the Loan and Security Agreement. The EGC Note is secured by all of the assets of the Company. The outstanding balance on the note was $560,000 as of January 31, 2015. | ||||||
Additionally, in connection with the Loan and Security Agreement, Carl Wolf, the Company’s Chief Executive Officer entered into a Guarantee Agreement with EGC, personally guaranteeing all the amounts borrowed on behalf of the Company under the Loan and Security Agreement. |
Convertible_Note
Convertible Note | 12 Months Ended |
Jan. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Note | Note 8 – Convertible Note |
On December 19, 2014, the Company entered into a securities purchase agreement (the “Manatuck Purchase Agreement”) with Manatuck Hill Partners, LLC (“Manatuck”) whereby the Company issued a convertible redeemable debenture (the “Manatuck Debenture”) in favor of Manatuck. The Manatuck Debenture is for $2,000,000 bearing interest at a rate of 14% and matures in February 2016. Upon issuance of the Manatuck Debenture, the Company granted Manatuck 200,000 shares of the Company’s restricted common stock. Subsequent to January 31, 2015, the maturity date was extended to May 2016. | |
Optional conversion to convertible preferred stock is available upon completion of a qualified offering (as defined in the Manatuck Purchase Agreement) while the Manatuck Debenture is outstanding. Upon conversion of the Manatuck Debenture, the Company shall issue Manatuck shares of common stock as defined in the Manatuck Purchase Agreement. | |
Upon issuance of the debenture, a debt discount of $458,750 was recorded for the fees incurred by the buyer as well as the value of the common shares granted to Manatuck. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. There was unamortized debt discount of $412,553 as of January 31, 2015. |
Concentrations
Concentrations | 12 Months Ended |
Jan. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 9 - Concentrations |
Revenues | |
During the year ended January 31, 2015, the Company earned revenues from three customers representing approximately 18%, 13% and 11% of gross sales. As of January 31, 2015, the customers represented approximately 23%, 12%, and 15% of total gross outstanding receivables, respectively. | |
During the year ended December 31, 2013, the Company earned revenues from four customers representing approximately 18%, 17%, 14%, and 14% of gross sales. As of December 31, 2013, the customers represented approximately 16%, 23%, 14% and 4% of total gross outstanding receivables, respectively. | |
During the one month ended January 31, 2014, three customers represented 18%, 15% and 10% of gross sales. As of January 31, 2014, the customers represented approximately 8%, 24%, and 8% of total gross outstanding receivables, respectively. | |
Cost of Sales | |
For the year ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, one vendor (a related party) represented 95% of the Company’s purchases. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||
Stockholders' Equity | Note 10 - Stockholders’ Equity | ||||||||||||||||||||
(A) Common Stock Transactions | |||||||||||||||||||||
As a result of the reverse merger (see Note 1) the Company had a deemed issuance of 800,000 shares of common stock. | |||||||||||||||||||||
From July 1, 2013 through December 31, 2013, the Company issued 3,333,375 shares of common stock to investors in exchange for $5,000,000 in proceeds in connection with the private placement of the Company’s stock. | |||||||||||||||||||||
During December 2013, the Company sold 533,333 shares of common stock to investors in exchange for $800,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in March 2014. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $1,604,000 consisting of $872,106 in cash and 30,000 warrants with a fair value of $731,894. | |||||||||||||||||||||
During January 2014, the Company sold 300,000 shares of common stock to investors in exchange for $450,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in March 2014. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $102,166 consisting of $58,500 in cash and 30,000 warrants with a fair value of $43,666. | |||||||||||||||||||||
During March 2014, the Company sold 236,667 shares of common stock to investors in exchange for $355,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $80,536 consisting of $46,150 in cash and 23,667 warrants with a fair value of $34,386. | |||||||||||||||||||||
During April 2014, the Company sold 416,668 shares of common stock to investors in exchange for $625,001 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $141,791 consisting of $81,250 in cash and 41,667 warrants with a fair value of $60,541. | |||||||||||||||||||||
During May 2014, the Company sold 133,333 shares of common stock to investors in exchange for $200,002 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $82,796 consisting of $26,000 in cash and 17,333 warrants with a fair value of $56,796. | |||||||||||||||||||||
During October 2014, the Company granted 14,000 warrants to a consultant upon termination of the original agreement. The shares were valued at grant date and the Company recorded $35,000 as share-based compensation on the Consolidated Statement of Operations. | |||||||||||||||||||||
In October 2014, the Board agreed to amend a previously issued stock option grant awarded to the Board members. Instead of the 50,000 options (10,000 per member), the Company issued each member 8,000 shares of restricted stock. The options were originally granted on April 23, 2014 with a grant date fair value of $136,587. The Company reclassified this amount from stock based compensation to common stock issued for services on the Consolidated Statements of Equity. The shares were not issued as of January 31, 2015. | |||||||||||||||||||||
On December 19, 2014, the Company issued a convertible redeemable debenture (the “Manatuck Debenture” as discussed in Note 8). Upon issuance of the Manatuck Debenture, the Company granted Manatuck 200,000 shares of the Company’s restricted common stock. | |||||||||||||||||||||
Common Stock Subscribed | |||||||||||||||||||||
During June 2014, the Company sold 66,668 shares of common stock to investors in exchange for $100,000 in proceeds in connection with the private placement of the Company’s stock. The shares were not issued as of January 31, 2015. | |||||||||||||||||||||
In connection with the private placement the Company incurred fees of $33,258 consisting of $13,000 in cash and 8,667 warrants with a fair value of $20,258. | |||||||||||||||||||||
(B) Options | |||||||||||||||||||||
The following is a summary of the Company’s option activity: | |||||||||||||||||||||
Options | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding – January 1, 2013 | 223,404 | $ | 1 | ||||||||||||||||||
Exercisable – January 1, 2013 | - | $ | - | ||||||||||||||||||
Granted | 318,000 | $ | 1 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – December 31, 2013 | 541,404 | $ | 1 | ||||||||||||||||||
Exercisable – December 31, 2013 | 428,845 | $ | 1 | ||||||||||||||||||
Granted | - | $ | - | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – January 31, 2014 | 541,404 | $ | 1 | ||||||||||||||||||
Exercisable – January 31, 2014 | 434,177 | $ | 1 | ||||||||||||||||||
Granted | 59,000 | $ | 2.95 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | (104,000 | ) | $ | - | |||||||||||||||||
Outstanding – January 31, 2015 | 496,404 | $ | 1.04 | ||||||||||||||||||
Exercisable – January 31, 2015 | 496,404 | $ | 1.02 | ||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Exercise Price | Number Outstanding | Weighted | Weighted | Number | Weighted | ||||||||||||||||
Average | Average | Exercisable | Average | ||||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Life | |||||||||||||||||||||
(in years) | |||||||||||||||||||||
$ | 1 | 487,404 | 2.71 years | $ | 1 | 481,404 | $ | 0.65 | |||||||||||||
$ | 2.97 | 9,000 | 4.25 years | $ | 2.97 | 4,500 | $ | 2 | |||||||||||||
At January 31, 2015 and 2014, the total intrinsic value of options outstanding and exercisable was $219,332 and $1,082,808, respectively. | |||||||||||||||||||||
As of January 31, 2015, the Company has $3,055 in stock-based compensation related to stock options that is yet to be vested. The weighted average remaining life of the options is 2.74 years. | |||||||||||||||||||||
(C) Warrants | |||||||||||||||||||||
The following is a summary of the Company’s warrant activity: | |||||||||||||||||||||
Warrants | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding – January 1, 2013 | 505,400 | $ | 1 | ||||||||||||||||||
Exercisable – January 1, 2013 | - | $ | - | ||||||||||||||||||
Granted | 386,667 | $ | 1.5 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – December 31, 2013 | 892,067 | $ | 1.22 | ||||||||||||||||||
Exercisable – December 31, 2013 | 892,067 | $ | 1.22 | ||||||||||||||||||
Granted | 30,000 | $ | 1.5 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – January 31, 2014 | 922,067 | $ | 1.22 | ||||||||||||||||||
Exercisable – January 31, 2014 | 922,067 | $ | 1.22 | ||||||||||||||||||
Granted | 203,334 | $ | 2.05 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | (98,000 | ) | $ | - | |||||||||||||||||
Outstanding – January 31, 2015 | 1,027,401 | $ | 1.27 | ||||||||||||||||||
Exercisable – January 31, 2015 | 1,027,401 | $ | 1.27 | ||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number Exercisable | Weighted | ||||||||||||||||
Exercise Price | Outstanding | Average | Average | Average | |||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual Life | |||||||||||||||||||||
(in years) | |||||||||||||||||||||
$1.00-$2.50 | 1,027,401 | 3.12 years | $ | 1.27 | 1,027,401 | $ | 1.27 | ||||||||||||||
During the year ended January 31, 2015, the Company terminated a consulting agreement which resulted in the forfeiture of 98,000 warrants which were awarded upon execution of the original agreement. | |||||||||||||||||||||
At January 31, 2015 and 2014, the total intrinsic value of warrants outstanding and exercisable was $227,430 and $1,635,801, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||
Jan. 31, 2015 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Commitments and Contingencies | Note 11 - Commitments and Contingencies | |||||
Litigations, Claims and Assessments | ||||||
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. | ||||||
Licensing and Royalty Agreements | ||||||
On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement. | ||||||
The term of the Agreement (the “Term”) shall consist of the Exclusive Term and the Non-Exclusive Term. The 12-month period beginning on each January 1 and ending on each December 31 is referred to herein as an “Agreement Year.” | ||||||
The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date, unless terminated or extended as provided herein. Licensor, at its option, may terminate the Exclusive Term by notice in writing to Licensee, delivered between the 60th and the 90th day following the end of any Agreement Year if, on or before the 60th day following the end of such Agreement Year, Licensee has not paid Licensor Royalties with respect to such Agreement Year at least equal to the minimum royalty (the “Minimum Royalty”) for such Agreement Year. Subject to the foregoing sentence, and provided Licensee has not breached this Agreement and failed to cure such breach in accordance herewith, Licensee may extend the Exclusive Term for an additional twenty five (25) years, by notice in writing to Licensor, delivered on or before the 50th anniversary of the Effective Date. | ||||||
The Non-Exclusive Term begins upon expiration of the Exclusive Term and continues indefinitely thereafter, until terminated by Licensor due to a material breach hereof by Licensee that remains uncured after notice and opportunity to cure in accordance herewith, or until terminated by Licensee. | ||||||
Either party may terminate this Agreement in the event that the other party materially breaches its obligations and fails to cure such material breach within sixty (60) days following written notice from the non-breaching party specifying the nature of the breach. The following termination rights are in addition to the termination rights provided elsewhere in the agreement | ||||||
● | Termination by Licensee - Licensee shall have the right to terminate this Agreement at any time on sixty (60) days written notice to Licensor. In such event, all moneys paid to Licensor shall be deemed non-refundable. | |||||
Under the terms of the Agreement the Company is required to pay quarterly royalty fees as follows: | ||||||
During the Exclusive Term and the Non-Exclusive Term the Company will pay a royalty equal to the royalty rate (the “Royalty Rate”), multiplied by Company’s “Net Sales”. As used herein, “Net Sales” means gross invoiced sales of Products, directly or indirectly to unrelated third parties, less (a) discounts (including cash discounts), and retroactive price reductions or allowances actually allowed or granted from the billed amount (collectively “Discounts”); (b) credits, rebates, and allowances actually granted upon claims, rejections or returns, including recalls (voluntary or otherwise) (collectively, “Credits”); (c) freight, postage, shipping and insurance charges; (d) taxes, duties or other governmental charges levied on or measured by the billing amount, when included in billing, as adjusted for rebates and refunds; and (e) provisions for uncollectible accounts determined in accordance with reasonable accounting methods, consistently applied. | ||||||
The Royalty Rate shall be: 6% of net sales up to $500,000 of net sales for each Agreement year; 4% of Net Sales from $500,000 up to $2,500,000 of Net Sales for each Agreement year; 2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year; and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year. | ||||||
In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: | ||||||
Agreement Year | Minimum Royalty to | |||||
be Paid with Respect | ||||||
to Such Agreement | ||||||
Year | ||||||
1st and 2nd | $ | - | ||||
3rd and 4th | $ | 50,000 | ||||
5th, 6th and 7th | $ | 75,000 | ||||
8th and 9th | $ | 100,000 | ||||
10th and thereafter | $ | 125,000 | ||||
The Company incurred $284,861, $203,031 and $35,551 of royalty expenses for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014. Royalty expenses are included in general and administrative expenses on the Consolidated Statement of Operations. | ||||||
Agreements with Placement Agents and Finders | ||||||
(A) December 1, 2011 | ||||||
The Company entered into a Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective December 1, 2011 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $6 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”). | ||||||
The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing. | ||||||
Along with the above fees, the Company shall pay up to $40,000 for expenses incurred by Spartan in connection with this Financing, together with cost of background checks on the officers and directors of the Company. | ||||||
During the year ended 2012 the Company paid to Spartan fees of $505,400 and issued Spartan 505,400 five year warrants with an exercise price of $1.00. | ||||||
(B) May 2, 2013 | ||||||
The Company entered into a second Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective May 2, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”). | ||||||
The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and up to 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing. | ||||||
The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0mil-$5.0mil) outlined in the Spartan Advisory Agreement. On October 29, 2013 the Company entered into an amendment to the Agreement and the $10,000 monthly fee was cancelled. | ||||||
During the year ended December 31, 2013 the Company paid to Spartan fees of $650,000 and issued Spartan 333,333 five year warrants with an exercise price of $1.50. | ||||||
(C) October 22, 2013 | ||||||
The Company entered into a third Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective October 22, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act, for a minimum of twenty-four months from the date of the agreement, as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $2.5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”). | ||||||
The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing. | ||||||
The Company shall pay to Spartan a non-refundable monthly fee of $10,000 for the term of the agreement. Such monthly fee shall survive any termination of the Agreement. | ||||||
During the year ended December 31, 2013 the Company paid to Spartan financing fees of $104,000 and issued Spartan 53,333 five year warrants with an exercise price of $1.50 and a grant date fair value of $731,894. | ||||||
During the month ended January 31, 2014 the Company paid to Spartan financing fees of $58,500 and issued Spartan 30,000 five year warrants with an exercise price of $1.50 and a grant date fair value of $43,166. | ||||||
During the year ended January 31, 2015, the Company paid to Spartan financing fees of $166,400 and issued Spartan 91,333 five year warrants with an exercise price of $1.50 and a grant date fair value of $171,981. | ||||||
Operating Lease | ||||||
In January 2015, the Company began a lease agreement for office space in East Rutherford, NJ. The lease is for a 39 month term expiring on March 31, 2019 with annual payments of $18,848. | ||||||
Total future minimum payments required under operating lease as of January 31, 2015 are as follows. | ||||||
January 31, | ||||||
2016 | $ | 18,848 | ||||
2017 | 18,848 | |||||
2018 | 18,848 | |||||
2019 | 18,848 | |||||
2020 | 3,141 | |||||
$ | 78,533 |
Income_Tax_Provision_Benefit
Income Tax Provision (Benefit) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Provision (Benefit) | Note 12 – Income Tax Provision (Benefit) | ||||||||
The income tax provision (benefit) consists of the following: | |||||||||
31-Jan-15 | 31-Jan-14 | ||||||||
Federal | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (1,376,168 | ) | (81,819 | ) | |||||
State and Local | |||||||||
Current | - | - | |||||||
Deferred | (369,301 | ) | (21,825 | ) | |||||
Change in valuation allowance | 1,745,469 | 103,644 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
The Company has U.S. federal net operating loss carryovers (NOLs) of approximately $8.8M and $4.8M at January 31, 2015 and 2014, respectively, available to offset taxable income through 2034. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. The Company also has New Jersey State Net Operating Loss carry overs of $8.8M and $4.8M at January 31, 2015 and 2014, respectively, available to offset future taxable income through 2034. | |||||||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended January 31, 2015 and the one month ended January 31, 2014, the change in the valuation allowance was $1,745,469 and $103,644. | |||||||||
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. | |||||||||
If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the statement of operations. Penalties would be recognized as a component of “General and administrative.” | |||||||||
No interest or penalties on unpaid tax were recorded during the year ended January 31, 2015 and the one month ended January 31, 2014, respectively. As of January 31, 2015 and 2014, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. | |||||||||
The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: | |||||||||
Deferred Tax Assets | Year Ended January 31, 2015 | One Month Ended January 31, 2014 | |||||||
Net operating loss carryovers | $ | 3,855,903 | $ | 2,044,894 | |||||
Total deferred tax assets | 3,855,903 | 2,044,894 | |||||||
Valuation allowance | (3,754,914 | ) | (2,009,445 | ) | |||||
Deferred tax asset, net of valuation allowance | 100,989 | 35,449 | |||||||
Deferred Tax Liabilities | |||||||||
Other deferred tax liabilities | (100,989 | ) | (35,449 | ) | |||||
Total deferred tax liabilities | $ | (100,989 | ) | $ | (35,449 | ) | |||
Net deferred tax asset (liability) | $ | - | $ | - | |||||
The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows: | |||||||||
Year Ended January 31, 2015 | One Month Ended January 31, 2014 | ||||||||
US Federal statutory rate | (34.00 | )% | (34.00 | )% | |||||
State income tax, net of federal benefit | (5.9 | ) | (5.9 | ) | |||||
Deferred tax true-up | - | - | |||||||
Change in valuation allowance | 43 | 42.5 | |||||||
Other permanent differences | (3.0 | ) | (2.6 | ) | |||||
Income tax provision (benefit) | - | % | - | % |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Change of Year End | Change of Year End | ||||||||||||
Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2014 would not be material. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence, the fair value of share-based payments. | |||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. | |||||||||||||
Risks and Uncertainties | Risks and Uncertainties | ||||||||||||
The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. | |||||||||||||
The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. | |||||||||||||
Cash | Cash | ||||||||||||
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at January 31, 2015 or 2014. | |||||||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. | |||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of January 31, 2015 and 2014, the Company had reserves of $2,000. | |||||||||||||
Inventories | Inventories | ||||||||||||
Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2015 and 2014: | |||||||||||||
31-Jan-15 | 31-Jan-14 | ||||||||||||
Finished goods | $ | 301,170 | $ | 159,829 | |||||||||
Property and Equipment | Property and Equipment | ||||||||||||
Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives. | |||||||||||||
Asset lives for financial statement reporting of depreciation are: | |||||||||||||
Machinery and equipment | 2-7 years | ||||||||||||
Furniture and fixtures | 3-5 years | ||||||||||||
Leasehold improvements | 3-10 years | ||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. | |||||||||||||
Stock Issuance Costs | Stock Issuance Costs | ||||||||||||
Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity and netted against proceeds. In the event the costs are in excess of the proceeds, the costs are recorded to expense. In the case of an aborted offering, all costs are expensed. Offering costs recorded to equity for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $346,192, $1,604,000 and $102,166, respectively. During the year ended January 31, 2015, the Company expensed $330,538 of deferred issuance costs related to the aborted offering of the Company’s common stock, which are included in general and administrative expenses in the consolidated statements of operations. | |||||||||||||
Research and Development | Research and Development | ||||||||||||
Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $100,864, $19,408 and $8,477, respectively. | |||||||||||||
Shipping and Handling Costs | Shipping and Handling Costs | ||||||||||||
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products. | |||||||||||||
The Company meets these criteria upon shipment. | |||||||||||||
Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: | |||||||||||||
Year Ended | Year Ended | One Month Ended January 31, 2014 | |||||||||||
31-Jan-15 | 31-Dec-13 | ||||||||||||
Gross Sales | $ | 12,725,100 | $ | 9,282,562 | $ | 796,177 | |||||||
Less: Slotting, Discounts, Allowances | 385,844 | 540,941 | 20,925 | ||||||||||
Net Sales | $ | 12,339,256 | $ | 8,741,621 | $ | 775,252 | |||||||
Cost of Sales | Cost of Sales | ||||||||||||
Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs. | |||||||||||||
Advertising | Advertising | ||||||||||||
Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 were $3,104,088, $2,440,424 and $232,481, respectively. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share-based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”. | |||||||||||||
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. | |||||||||||||
Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Consolidated Statement of Operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. | |||||||||||||
For the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014 share-based compensation amounted to $438,343, $894,827 and $45,681, respectively. Of the $438,343, $894,827 and $45,681 recorded for the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, $171,981, $731,894 and $43,666 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. | |||||||||||||
For the year ended January 31, 2015, when computing fair value of share-based payments, the Company has considered the following variables: | |||||||||||||
31-Jan-15 | 31-Dec-13 | 31-Jan-14 | |||||||||||
Risk-free interest rate | 0.26% to 1.67% | 0.61% to 1.01% | 1.64 | % | |||||||||
Expected life of grants | 1 to 5 years | 1 to 5 years | 1 to 5 years | ||||||||||
Expected volatility of underlying stock | 189% to 191% | 144% to 193% | 193 | % | |||||||||
Dividends | $ | 0 | $ | 0 | $ | 0 | |||||||
The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | |||||||||||||
Earnings (Loss) Per Share | Earnings (Loss) Per Share | ||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||||||||||
The Company had the following potential common stock equivalents at January 31, 2015: | |||||||||||||
Common stock subscribed | 66,667 | ||||||||||||
Common stock warrants, exercise price range of $1.00-$2.50 | 1,027,401 | ||||||||||||
Common stock options, exercise price of $1.00-$2.97 | 496,404 | ||||||||||||
Total common stock equivalents | 1,683,472 | ||||||||||||
The Company had the following potential common stock equivalents at December 31, 2013: | |||||||||||||
Common stock subscribed | 533,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 892,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 428,845 | ||||||||||||
Total common stock equivalents | 1,854,245 | ||||||||||||
The Company had the following potential common stock equivalents at January 31, 2014: | |||||||||||||
Common stock subscribed | 833,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 922,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 434,177 | ||||||||||||
Total common stock equivalents | 2,189,577 | ||||||||||||
Since the Company reflected a net loss during the years ended January 31, 2015 and December 31, 2013 and the one month ended January 31, 2014, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities. | |||||||||||||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||||||
The Company is no longer subject to tax examinations by tax authorities for years prior to 2012. | |||||||||||||
Reclassification | Reclassification | ||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements. | |||||||||||||
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements. | |||||||||||||
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014–15, Presentation of Financial Statements – Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2013–300—Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The Company is currently evaluating the effects of ASU 2014–15 on the consolidated financial statements. | |||||||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-16 (ASU 2014-16), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the effects of ASU 2014–16 on the consolidated financial statements. | |||||||||||||
In March 2015, the Financial Accounting Standards Board issued Accounting issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company is currently evaluating the effects of ASU 2015-03 on the consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Schedule of Inventories | Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2015 and 2014: | ||||||||||||
31-Jan-15 | 31-Jan-14 | ||||||||||||
Finished goods | $ | 301,170 | $ | 159,829 | |||||||||
Schedule of Property and Equipment Estimated Useful Lives | Asset lives for financial statement reporting of depreciation are: | ||||||||||||
Machinery and equipment | 2-7 years | ||||||||||||
Furniture and fixtures | 3-5 years | ||||||||||||
Leasehold improvements | 3-10 years | ||||||||||||
Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: | ||||||||||||
Year Ended | Year Ended | One Month Ended January 31, 2014 | |||||||||||
31-Jan-15 | 31-Dec-13 | ||||||||||||
Gross Sales | $ | 12,725,100 | $ | 9,282,562 | $ | 796,177 | |||||||
Less: Slotting, Discounts, Allowances | 385,844 | 540,941 | 20,925 | ||||||||||
Net Sales | $ | 12,339,256 | $ | 8,741,621 | $ | 775,252 | |||||||
Schedule of Fair Value of Share Based Payments | For the year ended January 31, 2015, when computing fair value of share-based payments, the Company has considered the following variables: | ||||||||||||
31-Jan-15 | 31-Dec-13 | 31-Jan-14 | |||||||||||
Risk-free interest rate | 0.26% to 1.67% | 0.61% to 1.01% | 1.64 | % | |||||||||
Expected life of grants | 1 to 5 years | 1 to 5 years | 1 to 5 years | ||||||||||
Expected volatility of underlying stock | 189% to 191% | 144% to 193% | 193 | % | |||||||||
Dividends | $ | 0 | $ | 0 | $ | 0 | |||||||
Schedule of Common Stock Equivalents | The Company had the following potential common stock equivalents at January 31, 2015: | ||||||||||||
Common stock subscribed | 66,667 | ||||||||||||
Common stock warrants, exercise price range of $1.00-$2.50 | 1,027,401 | ||||||||||||
Common stock options, exercise price of $1.00-$2.97 | 496,404 | ||||||||||||
Total common stock equivalents | 1,683,472 | ||||||||||||
The Company had the following potential common stock equivalents at December 31, 2013: | |||||||||||||
Common stock subscribed | 533,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 892,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 428,845 | ||||||||||||
Total common stock equivalents | 1,854,245 | ||||||||||||
The Company had the following potential common stock equivalents at January 31, 2014: | |||||||||||||
Common stock subscribed | 833,333 | ||||||||||||
Common stock warrants, exercise price of $1.00-$1.50 | 922,067 | ||||||||||||
Common stock options, exercise price of $1.00 | 434,177 | ||||||||||||
Total common stock equivalents | 2,189,577 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and equipment on January 31, 2015 and 2014 are as follows: | ||||||||
January 31, 2015 | 31-Jan-14 | ||||||||
Machinery and Equipment | $ | 1,060,066 | $ | 1,027,431 | |||||
Furniture and Fixtures | 16,887 | 4,525 | |||||||
Leasehold Improvements | 274,567 | 2,733 | |||||||
1,351,520 | 1,034,689 | ||||||||
Less: Accumulated Depreciation | 226,775 | 56,662 | |||||||
$ | 1,124,745 | $ | 978,027 |
Loan_and_Security_Agreement_Ta
Loan and Security Agreement (Tables) | 12 Months Ended | |||||
Jan. 31, 2015 | ||||||
Loan And Security Agreement | ||||||
Schedule of Line of Credit | The facility consists of the following: | |||||
● | Accounts Revolving Line of Credit: | $ | 2,150,000 | |||
● | Inventory Revolving Line of Credit: | $ | 350,000 | |||
● | Term Loan: | $ | 600,000 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||
Summary of Option Activity | The following is a summary of the Company’s option activity: | ||||||||||||||||||||
Options | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding – January 1, 2013 | 223,404 | $ | 1 | ||||||||||||||||||
Exercisable – January 1, 2013 | - | $ | - | ||||||||||||||||||
Granted | 318,000 | $ | 1 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – December 31, 2013 | 541,404 | $ | 1 | ||||||||||||||||||
Exercisable – December 31, 2013 | 428,845 | $ | 1 | ||||||||||||||||||
Granted | - | $ | - | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – January 31, 2014 | 541,404 | $ | 1 | ||||||||||||||||||
Exercisable – January 31, 2014 | 434,177 | $ | 1 | ||||||||||||||||||
Granted | 59,000 | $ | 2.95 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | (104,000 | ) | $ | - | |||||||||||||||||
Outstanding – January 31, 2015 | 496,404 | $ | 1.04 | ||||||||||||||||||
Exercisable – January 31, 2015 | 496,404 | $ | 1.02 | ||||||||||||||||||
Summary of Option Outstanding and Exercisable | Options Outstanding | Options Exercisable | |||||||||||||||||||
Exercise Price | Number Outstanding | Weighted | Weighted | Number | Weighted | ||||||||||||||||
Average | Average | Exercisable | Average | ||||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Life | |||||||||||||||||||||
(in years) | |||||||||||||||||||||
$ | 1 | 487,404 | 2.71 years | $ | 1 | 481,404 | $ | 0.65 | |||||||||||||
$ | 2.97 | 9,000 | 4.25 years | $ | 2.97 | 4,500 | $ | 2 | |||||||||||||
Schedule of Warrants Activity | The following is a summary of the Company’s warrant activity: | ||||||||||||||||||||
Warrants | Weighted | ||||||||||||||||||||
Average | |||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding – January 1, 2013 | 505,400 | $ | 1 | ||||||||||||||||||
Exercisable – January 1, 2013 | - | $ | - | ||||||||||||||||||
Granted | 386,667 | $ | 1.5 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – December 31, 2013 | 892,067 | $ | 1.22 | ||||||||||||||||||
Exercisable – December 31, 2013 | 892,067 | $ | 1.22 | ||||||||||||||||||
Granted | 30,000 | $ | 1.5 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | - | $ | - | ||||||||||||||||||
Outstanding – January 31, 2014 | 922,067 | $ | 1.22 | ||||||||||||||||||
Exercisable – January 31, 2014 | 922,067 | $ | 1.22 | ||||||||||||||||||
Granted | 203,334 | $ | 2.05 | ||||||||||||||||||
Exercised | - | $ | - | ||||||||||||||||||
Forfeited/Cancelled | (98,000 | ) | $ | - | |||||||||||||||||
Outstanding – January 31, 2015 | 1,027,401 | $ | 1.27 | ||||||||||||||||||
Exercisable – January 31, 2015 | 1,027,401 | $ | 1.27 | ||||||||||||||||||
Schedule of Warrants Outstanding and Exercisable | Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Range of | Number | Weighted | Weighted | Number Exercisable | Weighted | ||||||||||||||||
Exercise Price | Outstanding | Average | Average | Average | |||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual Life | |||||||||||||||||||||
(in years) | |||||||||||||||||||||
$1.00-$2.50 | 1,027,401 | 3.12 years | $ | 1.27 | 1,027,401 | $ | 1.27 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||
Jan. 31, 2015 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Schedule of Royalty Minimum Payment by Preceding Agreement Year | In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows: | |||||
Agreement Year | Minimum Royalty to | |||||
be Paid with Respect | ||||||
to Such Agreement | ||||||
Year | ||||||
1st and 2nd | $ | - | ||||
3rd and 4th | $ | 50,000 | ||||
5th, 6th and 7th | $ | 75,000 | ||||
8th and 9th | $ | 100,000 | ||||
10th and thereafter | $ | 125,000 | ||||
Schedule of Future Minimum Payments Under Operating Leases | Total future minimum payments required under operating lease as of January 31, 2015 are as follows. | |||||
January 31, | ||||||
2016 | $ | 18,848 | ||||
2017 | 18,848 | |||||
2018 | 18,848 | |||||
2019 | 18,848 | |||||
2020 | 3,141 | |||||
$ | 78,533 |
Income_Tax_Provision_Benefit_T
Income Tax Provision (Benefit) (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Provision for Income Tax | The income tax provision (benefit) consists of the following: | ||||||||
31-Jan-15 | 31-Jan-14 | ||||||||
Federal | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (1,376,168 | ) | (81,819 | ) | |||||
State and Local | |||||||||
Current | - | - | |||||||
Deferred | (369,301 | ) | (21,825 | ) | |||||
Change in valuation allowance | 1,745,469 | 103,644 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Schedule of Deferred Tax Assets | The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: | ||||||||
Deferred Tax Assets | Year Ended January 31, 2015 | One Month Ended January 31, 2014 | |||||||
Net operating loss carryovers | $ | 3,855,903 | $ | 2,044,894 | |||||
Total deferred tax assets | 3,855,903 | 2,044,894 | |||||||
Valuation allowance | (3,754,914 | ) | (2,009,445 | ) | |||||
Deferred tax asset, net of valuation allowance | 100,989 | 35,449 | |||||||
Deferred Tax Liabilities | |||||||||
Other deferred tax liabilities | (100,989 | ) | (35,449 | ) | |||||
Total deferred tax liabilities | $ | (100,989 | ) | $ | (35,449 | ) | |||
Net deferred tax asset (liability) | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation | The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows: | ||||||||
Year Ended January 31, 2015 | One Month Ended January 31, 2014 | ||||||||
US Federal statutory rate | (34.00 | )% | (34.00 | )% | |||||
State income tax, net of federal benefit | (5.9 | ) | (5.9 | ) | |||||
Deferred tax true-up | - | - | |||||||
Change in valuation allowance | 43 | 42.5 | |||||||
Other permanent differences | (3.0 | ) | (2.6 | ) | |||||
Income tax provision (benefit) | - | % | - | % |
Nature_of_Operations_and_Basis1
Nature of Operations and Basis of Presentation (Details Narrative) (USD $) | 0 Months Ended |
Jan. 24, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of shares issued in exchange for acquisition | 20,054,000 |
Number of shares cancelled | 103,408,000 |
Aggregate amount paid in cancellation to majority shareholders | $295,000 |
Stock issued for consideration of common stock cancellation for majority shareholders | 800,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $0 | $0 | |
Accounts receivable reserves | 2,000 | 2,000 | |
Stock offering cost recorded | 102,166 | 346,192 | 1,604,000 |
Deferred issuance costs | 330,538 | ||
Research and development expense | 8,477 | 100,864 | 19,408 |
Advertising expenses | 232,481 | 3,104,088 | 2,440,424 |
Share based compensation | 45,681 | 438,343 | 894,827 |
Reduction in additional paid in capital | $43,666 | $171,981 | $731,894 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Inventories (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Accounting Policies [Abstract] | ||
Finished goods | $301,170 | $159,829 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Minimum [Member] | Machinery And Equipment [Member] | |
Property and equipment estimated useful lives | 2 years |
Minimum [Member] | Furniture And Fixtures [Member] | |
Property and equipment estimated useful lives | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property and equipment estimated useful lives | 3 years |
Maximum [Member] | Machinery And Equipment [Member] | |
Property and equipment estimated useful lives | 7 years |
Maximum [Member] | Furniture And Fixtures [Member] | |
Property and equipment estimated useful lives | 5 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property and equipment estimated useful lives | 10 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Gross Sales | $796,177 | $12,725,100 | $9,282,562 |
Less: Slotting, Discounts, Allowances | 20,925 | 385,844 | 540,941 |
Net Sales | $775,252 | $12,339,256 | $8,741,621 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Schedule of Fair Value of Share Based Payments (Details) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Risk-free interest rate, minimum | 0.26% | 0.61% | |
Risk-free interest rate, maximum | 1.67% | 1.01% | |
Risk-free interest rate | 1.64% | ||
Expected volatility of underlying stock, minimum | 189.00% | 144.00% | |
Expected volatility of underlying stock, maximum | 191.00% | 193.00% | |
Expected volatility of underlying stock | 193.00% | ||
Dividend | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Expected life of grants | 1 year | 1 year | 1 year |
Maximum [Member] | |||
Expected life of grants | 5 years | 5 years | 5 years |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) | Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | |||
Common stock subscribed, shares | 66,667 | 833,333 | 533,333 |
Common stock warrants, exercise price range of $1.00-$2.50 | 1,027,401 | ||
Common stock warrants, exercise price range of $1.00-$1.50 | 922,067 | 892,067 | |
Common stock options, exercise price of $1.00-$2.97 | 496,404 | 434,177 | 428,845 |
Total common stock equivalents | 1,683,472 | 2,189,577 | 1,854,245 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock options, exercise price | $1.04 | $1 | $1 | $1 |
Minimum [Member] | ||||
Common stock warrants, exercise price range | $1 | $1 | $1 | |
Common stock options, exercise price | $1 | |||
Maximum [Member] | ||||
Common stock warrants, exercise price range | $2.50 | $1.50 | $1.50 | |
Common stock options, exercise price | $2.97 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Fixed assets amount | $826,340 | $0 | |
Depreciation expense | $4,141 | $170,113 | $33,891 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $1,060,066 | $1,027,431 |
Furniture and Fixtures | 16,887 | 4,525 |
Leasehold Improvements | 274,567 | 2,733 |
Property Plant And Equipment, Gross | 1,351,520 | 1,034,689 |
Less: Accumulated Depreciation | 226,775 | 56,662 |
Property, plant and equipment, net | $1,124,745 | $978,027 |
Investment_in_Meatball_Obsessi1
Investment in Meatball Obsession, LLC (Details Narrative) (Meatball Obsession, LLC [Member], USD $) | 0 Months Ended | ||
Dec. 31, 2011 | Jan. 31, 2015 | Jan. 31, 2014 | |
Meatball Obsession, LLC [Member] | |||
Percentage of equity interest acquired in business combination | 34.62% | ||
Total investment in Meatball Obsession, LLC | $27,032 | ||
Reduction in investment due to losses in affiliates | $0 | ||
Ownership interest percentage | 12.60% | 15.80% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Due from manufacturer - related party | $1,373,036 | $2,213,037 | |
Meatball Obsession, LLC [Member] | |||
Revenue from related parties | 0 | 113,600 | 85,500 |
Due from related party | $1,457 | $6,768 |
Line_of_Credit_Details_Narrati
Line of Credit (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | Jan. 03, 2014 | |
Additional fees and accrued interest paid | $2,526 | $132,803 | $8,640 | |
Faunus Group International, Inc. [Member] | Guaranty Agreements [Member] | ||||
Purchased eligible accounts receivables, percentage | 70.00% | |||
Percentage of reserve on purchased eligible accounts receivables | 30.00% | |||
Interest rate on advances or borrowings under the FGI Facility | The greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate. | |||
Collateral management fees, percentage of average monthly balance of Purchased Accounts | 0.42% | |||
Minimum monthly net funds employed during each contract year | 500,000 | |||
One-time facility fee, percentage of credit facility upon entry into Sale and Security Agreement | 1.00% | |||
Additional fees and accrued interest paid | 48,600 | |||
Secured Demand Credit Facility Backed By Receivables and Inventory [Member] | ||||
Secured demand credit facility backed by its receivables and inventory | $1,500,000 |
Loan_and_Security_Agreement_De
Loan and Security Agreement (Details Narrative) (USD $) | 0 Months Ended | |
Sep. 03, 2014 | Jan. 31, 2015 | |
Line of credit aggregate value | $600,000 | |
Loan And Security Agreement One [Member] | Entrepreneur Growth Capital LLC [Member] | ||
Line of credit aggregate value | 3,100,000 | |
Percentage of accounts revolving line of credit maximum | 85.00% | |
Percentage of finished goods amount | 50.00% | |
Percentage of raw material amount | 20.00% | |
Line of credit interest rate description | Generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. | |
Line of credit annual facility percentage | 2.25% | |
Line of credit default stated rates of interest | 10.00% | |
Loan And Security Agreement Two [Member] | Entrepreneur Growth Capital LLC [Member] | ||
Line of credit aggregate value | 600,000 | |
Line of credit interest rate description | The Note bears interest at highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0% and is payable monthly. | |
Line of credit default stated rates of interest | 10.00% | |
Term of loan | 5 years | |
Repayment of secured debt, monthly installment basis | 10,000 | |
Note payable, during period | 60 months | |
Note payable | $560,000 |
Loan_and_Security_Agreement_Sc
Loan and Security Agreement - Schedule of Line of Credit (Details) (USD $) | Sep. 03, 2014 |
Loan And Security Agreement | |
Accounts Revolving Line of Credit: | $2,150,000 |
Inventory Revolving Line of Credit: | 350,000 |
Term Loan: | $600,000 |
Convertible_Note_Details_Narra
Convertible Note (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | Dec. 19, 2014 | |
Debt discount | $1,322 | $100,953 | ||
Unamortized debt discount | 412,553 | |||
Manatuck Hill Partners, LLC [Member] | ||||
Number of restricted common stock shares granted, shares | 200,000 | |||
Manatuck Purchase Agreement [Member] | Manatuck Hill Partners, LLC [Member] | ||||
Convertible debenture | 2,000,000 | |||
Debt bearing interest rate | 14.00% | |||
Debt maturity month year | Feb-16 | |||
Number of restricted common stock shares granted, shares | 200,000 | |||
Debt maturity extended month year | May-16 | |||
Debt discount | $458,750 |
Concentrations_Details_Narrati
Concentrations (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Customer A [Member] | |||
Concentrations of risk percentage | 18.00% | 18.00% | 18.00% |
Percentage of outstanding receivables | 8.00% | 23.00% | 16.00% |
Customer B [Member] | |||
Concentrations of risk percentage | 15.00% | 13.00% | 17.00% |
Percentage of outstanding receivables | 24.00% | 12.00% | 23.00% |
Customer C [Member] | |||
Concentrations of risk percentage | 10.00% | 11.00% | 14.00% |
Percentage of outstanding receivables | 8.00% | 15.00% | 14.00% |
Customer D [Member] | |||
Concentrations of risk percentage | 14.00% | ||
Percentage of outstanding receivables | 4.00% | ||
Vendor One [Member] | |||
Percentage of cost of sales during period | 95.00% | 95.00% | 95.00% |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | ||||
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | Oct. 31, 2014 | Jun. 30, 2014 | Apr. 23, 2014 | 31-May-14 | Apr. 30, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 19, 2014 | |
Number of common stock shares for reverse merger | 800,000 | ||||||||||
Issuance of common stock | ($1,180,003) | ||||||||||
Options, Granted | 59,000 | 318,000 | |||||||||
Total intrinsic value of options outstanding and exercisable | 1,082,808 | 219,332 | |||||||||
Stock based compensation related to stock option unvested | 3,055 | ||||||||||
Weighted average expensing period of the unvested options | 2 years 8 months 27 days | ||||||||||
Warrant [Member] | |||||||||||
Total intrinsic value of warrants outstanding and exercisable | 1,635,801 | 227,430 | |||||||||
Consulting Agreement [Member] | Warrant [Member] | |||||||||||
Number of warrants forfeiture | 98,000 | ||||||||||
Investors [Member] | |||||||||||
Number of common stock shares sold | 66,668 | ||||||||||
Number of common stock shares sold, value | 100,000 | ||||||||||
Stock issuance costs relating to private placement | 33,258 | ||||||||||
Stock issuance consisting cash | 13,000 | ||||||||||
Number of warrants issued | 8,667 | ||||||||||
Warrants issued for services | 20,258 | ||||||||||
Equity Option [Member] | |||||||||||
Option granted fair value amount | 136,587 | ||||||||||
Board [Member] | |||||||||||
Options, Granted | 50,000 | ||||||||||
Per Board [Member] | Restricted Stock [Member] | |||||||||||
Number of restricted shares issued during period | 8,000 | ||||||||||
Options, Granted | 10,000 | ||||||||||
Investors [Member] | |||||||||||
Issuance of common stock, shares | 3,333,375 | ||||||||||
Issuance of common stock | 5,000,000 | ||||||||||
Number of common stock shares sold | 300,000 | 133,333 | 416,668 | 236,667 | 533,333 | ||||||
Number of common stock shares sold, value | 450,000 | 200,002 | 625,001 | 355,000 | 800,000 | ||||||
Stock issuance costs relating to private placement | 102,166 | 82,796 | 141,791 | 80,536 | 1,604,000 | ||||||
Stock issuance consisting cash | 58,500 | 26,000 | 81,250 | 46,150 | 872,106 | ||||||
Number of warrants issued | 30,000 | 17,333 | 41,667 | 23,667 | 30,000 | ||||||
Warrants issued for services | 43,666 | 56,796 | 60,541 | 34,386 | 731,894 | ||||||
Consultants [Member] | |||||||||||
Number of warrants issued | 14,000 | ||||||||||
Number of restricted shares issued during period, amount | $35,000 | ||||||||||
Manatuck Hill Partners, LLC [Member] | |||||||||||
Number of restricted shares issued during period | 200,000 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Option Activity (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Options Outstanding, Beginning balance | 541,404 | 541,404 | 223,404 |
Options Exercisable, Beginning balance | 428,845 | 434,177 | |
Options, Granted | 59,000 | 318,000 | |
Options, Exercised | |||
Options, Forfeited/Cancelled | -104,000 | ||
Options Outstanding, Ending balance | 541,404 | 496,404 | 541,404 |
Options Exercisable, Ending balance | 434,177 | 496,404 | 428,845 |
Options Outstanding, Weighted Average Exercise Price, Beginning balance | $1 | $1 | $1 |
Options Exercisable, Weighted Average Exercise Price, Beginning balance | $1 | $1 | |
Weighted Average Exercise Price, Granted | $2.95 | $1 | |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited/Cancelled | |||
Options Outstanding, Weighted Average Exercise Price, Ending balance | $1 | $1.04 | $1 |
Options Exercisable, Weighted Average Exercise Price, Ending balance | $1 | $1.02 | $1 |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Option Outstanding and Exercisable (Details) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Options Outstanding | 496,404 | 541,404 | 541,404 | 223,404 |
Weighted Average Exercise Price, Options Outstanding | $1.04 | $1 | $1 | $1 |
Number of Options Exercisable | 496,404 | 434,177 | 428,845 | |
Weighted Average Exercise Price, Options Exercisable | $1.02 | $1 | $1 | |
Range Of Exercise Price One [Member] | ||||
Range of exercise price | $1 | |||
Number of Options Outstanding | 487,404 | |||
Weighted Average Remaining Contractual Life (in years), Options Outstanding | 2 years 8 months 16 days | |||
Weighted Average Exercise Price, Options Outstanding | $1 | |||
Number of Options Exercisable | 481,404 | |||
Weighted Average Exercise Price, Options Exercisable | $0.65 | |||
Range Of Exercise Price Two [Member] | ||||
Range of exercise price | $2.97 | |||
Number of Options Outstanding | 9,000 | |||
Weighted Average Remaining Contractual Life (in years), Options Outstanding | 4 years 3 months | |||
Weighted Average Exercise Price, Options Outstanding | $2.97 | |||
Number of Options Exercisable | 4,500 | |||
Weighted Average Exercise Price, Options Exercisable | $2 |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Warrants Activity (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Warrants Outstanding, Beginning balance | 892,067 | 922,067 | 505,400 |
Warrants Exercisable, Beginning balance | 892,067 | 922,067 | |
Warrants, Granted | 30,000 | 203,334 | 386,667 |
Warrants, Exercised | |||
Warrants, Forfeited/Cancelled | -98,000 | ||
Warrants Outstanding, Ending balance | 922,067 | 1,027,401 | 892,067 |
Warrants Exercisable, Ending balance | 922,067 | 1,027,401 | 892,067 |
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance | $1.22 | $1.22 | $1 |
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance | $1.22 | $1.22 | |
Weighted Average Exercise Price, Granted | $1.50 | $2.05 | $1.50 |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited/Cancelled | |||
Warrants Outstanding, Weighted Average Exercise Price, Ending balance | $1.22 | $1.27 | $1.22 |
Warrants Exercisable, Weighted Average Exercise Price, Ending balance | $1.22 | $1.27 | $1.22 |
Stockholders_Equity_Schedule_o1
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ||||
Range of exercise price, lower limit | $1 | |||
Range of exercise price, higher limit | $2.50 | |||
Number of Warrants Outstanding | 1,027,401 | |||
Weighted Average Remaining Contractual Life (in Years) | 3 years 1 month 13 days | |||
Weighted Average Exercise Price, Warrants Outstanding | $1.27 | |||
Number of Warrants Exercisable | 1,027,401 | 922,067 | 892,067 | |
Weighted Average Exercise Price, Warrants Exercisable | $1.27 | $1.22 | $1.22 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | Dec. 01, 2011 | Dec. 31, 2012 | 2-May-13 | Oct. 29, 2013 | Oct. 22, 2013 | |
Royalty expenses | $35,551 | $284,861 | $203,031 | |||||
Advisory Agreement One [Member] | ||||||||
Proceeds from private placements | 6,000,000 | |||||||
Percentage of fee equal to aggregate gross proceeds | 10.00% | |||||||
Percentage of common stock issuable | 10.00% | |||||||
Payment of maximum amount paid for consideration of expenses | 40,000 | |||||||
Advisory Agreement One [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Fee paid amount | 505,400 | |||||||
Number of warrants issued | 505,400 | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Warrants exercise price | $1 | |||||||
Advisory Agreement Two [Member] | ||||||||
Proceeds from private placements | 5,000,000 | |||||||
Percentage of fee equal to aggregate gross proceeds | 10.00% | |||||||
Percentage of common stock issuable | 10.00% | |||||||
Advisory agreement description | The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0 mil- $5.0 mil) outlined in the Spartan Advisory Agreement. | |||||||
Advisory Agreement Two [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Percentage of fee equal to aggregate gross proceeds | 3.00% | |||||||
Payment of maximum amount paid for consideration of expenses | 10,000 | |||||||
Fee paid amount | 650,000 | |||||||
Number of warrants issued | 333,333 | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Warrants exercise price | $1.50 | |||||||
Fees cancellation on agreement amendment | 10,000 | |||||||
Advisory Agreement Three [Member] | ||||||||
Proceeds from private placements | 2,500,000 | |||||||
Percentage of fee equal to aggregate gross proceeds | 3.00% | |||||||
Percentage of common stock issuable | 10.00% | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Advisory Agreement Three [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Percentage of fee equal to aggregate gross proceeds | 3.00% | |||||||
Payment of maximum amount paid for consideration of expenses | 10,000 | |||||||
Fee paid amount | 104,000 | |||||||
Number of warrants issued | 53,333 | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Warrants exercise price | $1.50 | |||||||
Fair value of warrants | 731,894 | |||||||
Advisory Agreement Four [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Fee paid amount | 58,500 | |||||||
Number of warrants issued | 30,000 | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Warrants exercise price | $1.50 | |||||||
Fair value of warrants | 43,166 | |||||||
Advisory Agreement Five [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Fee paid amount | 166,400 | |||||||
Number of warrants issued | 91,333 | |||||||
Warrants Remaining Contractual Life | 5 years | |||||||
Warrants exercise price | $1.50 | |||||||
Fair value of warrants | 171,981 | |||||||
Minimum [Member] | Advisory Agreement [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Non refundable monthly fee period | 12 months | |||||||
Aggregate gross proceeds fee | 4,000,000 | |||||||
Maximum [Member] | Advisory Agreement [Member] | Spartan Capital Securities, LLC [Member] | ||||||||
Non refundable monthly fee period | 24 months | |||||||
Aggregate gross proceeds fee | 5,000,000 | |||||||
Year 1 [Member] | ||||||||
Percentage of royalty rate on net sales | 6.00% | |||||||
Royalty net sales | 500,000 | |||||||
Year 2 [Member] | ||||||||
Percentage of royalty rate on net sales | 4.00% | |||||||
Year 2 [Member] | Minimum [Member] | ||||||||
Royalty net sales | 500,000 | |||||||
Year 2 [Member] | Maximum [Member] | ||||||||
Royalty net sales | 2,500,000 | |||||||
Year 3 [Member] | ||||||||
Percentage of royalty rate on net sales | 2.00% | |||||||
Year 3 [Member] | Minimum [Member] | ||||||||
Royalty net sales | 2,500,000 | |||||||
Year 3 [Member] | Maximum [Member] | ||||||||
Royalty net sales | 20,000,000 | |||||||
Year 4 [Member] | ||||||||
Percentage of royalty rate on net sales | 1.00% | |||||||
Royalty net sales | $20,000,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Minimum Royalty to be Paid | $35,551 | $284,861 | $203,031 |
Agreement Year 1st and 2nd [Member] | |||
Minimum Royalty to be Paid | |||
Agreement Year 3rd and 4th [Member] | |||
Minimum Royalty to be Paid | 50,000 | ||
Agreement Year 5th, 6th and 7th [Member] | |||
Minimum Royalty to be Paid | 75,000 | ||
Agreement Year 8th and 9th [Member] | |||
Minimum Royalty to be Paid | 100,000 | ||
Agreement Year 10th and thereafter [Member] | |||
Minimum Royalty to be Paid | $125,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating Leases (Details) (USD $) | Jan. 31, 2015 |
Commitments And Contingencies - Schedule Of Future Minimum Payments Under Operating Leases Details | |
2016 | $18,848 |
2017 | 18,848 |
2018 | 18,848 |
2019 | 18,848 |
2020 | 3,141 |
Total | $78,533 |
Income_Tax_Provision_Benefit_D
Income Tax Provision (Benefit) (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2014 | Jan. 31, 2015 | |
Valuation allowance | $103,644 | $1,745,469 |
Internal Revenue Service (IRS) [Member] | ||
Percentage of ownership change | 50.00% | |
Domestic Tax Authority [Member] | ||
Net operating loss carryforward | 4,800,000 | 8,800,000 |
Net operating loss carry-forward expiration year | 2034 | |
New Jersey State [Member] | ||
Net operating loss carryforward | $4,800,000 | $8,800,000 |
Net operating loss carry-forward expiration year | 2034 |
Income_Tax_Provision_Benefit_S
Income Tax Provision (Benefit) - Schedule of Provision for Income Tax (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2014 | Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal current | ||
Federal deferred | -81,819 | -1,376,168 |
State and local current | ||
State and local deferred | -21,825 | -369,301 |
Change in valuation allowance | 103,644 | 1,745,469 |
Income tax provision (benefit) |
Income_Tax_Provision_Benefit_S1
Income Tax Provision (Benefit) - Schedule of Deferred Tax Assets (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $3,855,903 | $2,044,894 |
Total deferred tax assets | 3,855,903 | 2,044,894 |
Valuation allowance | -3,754,914 | -2,009,445 |
Deferred tax asset, net of valuation allowance | 100,989 | 35,449 |
Other deferred tax liabilities | -100,989 | -35,449 |
Total deferred tax liabilities | -100,989 | -35,449 |
Net deferred tax asset (liability) |
Income_Tax_Provision_Benefit_S2
Income Tax Provision (Benefit) - Schedule of Effective Income Tax Rate Reconciliation (details) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2014 | Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
US Federal statutory rate | -34.00% | -34.00% |
State income tax, net of federal benefit | -5.90% | -5.90% |
Deferred tax true-up | ||
Change in valuation allowance | 42.50% | 43.00% |
Other permanent differences | -2.60% | -3.00% |
Income tax provision (benefit) |