Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2015 | Sep. 14, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | MamaMancini's Holdings, Inc. | |
Entity Central Index Key | 1,520,358 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,151,533 | |
Trading Symbol | MMMB | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2015 | Jan. 31, 2015 |
Assets: | ||
Cash | $ 396,936 | $ 854,995 |
Accounts receivable, net | 1,216,347 | 2,233,211 |
Inventories | 330,259 | 301,170 |
Prepaid expenses | 128,891 | 107,242 |
Due from manufacturer - related party | 2,202,127 | $ 2,213,037 |
Deferred offering costs | 19,021 | |
Total current assets | 4,293,581 | $ 5,709,655 |
Property and equipment, net | 1,087,843 | 1,124,745 |
Debt issuance costs, net | 67,014 | 101,197 |
Total Assets | 5,448,438 | 6,935,597 |
Liabilities: | ||
Accounts payable and accrued expenses | 1,169,173 | $ 1,216,436 |
Liabilities to be settled in stock | 49,347 | |
Line of credit | 1,051,162 | $ 1,409,098 |
Term loan | 120,000 | $ 120,000 |
Convertible note payable - net of debt discount | 1,730,117 | |
Total current liabilities | 4,119,799 | $ 2,745,534 |
Term loan - net of current | $ 380,000 | 440,000 |
Convertible note payable - net of current portion and debt discount | 1,587,447 | |
Total long-term liabilities | $ 380,000 | 2,027,447 |
Total Liabilities | $ 4,499,799 | $ 4,772,981 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock value | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 26,085,916 and 26,047,376 shares issued and outstanding, respectively | $ 260 | $ 260 |
Additional paid in capital | 13,657,960 | 12,766,116 |
Common stock subscribed, $0.00001 par value; 66,667 and 66,667 shares, respectively | 1 | 1 |
Accumulated deficit | (12,709,582) | (10,603,761) |
Total Stockholders' Equity | 948,639 | 2,162,616 |
Total Liabilities and Stockholders' Equity | $ 5,448,438 | $ 6,935,597 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock value | ||
Total Stockholders' Equity |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2015 | Jan. 31, 2015 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 26,085,916 | 26,047,376 |
Common stock, shares outstanding | 26,085,916 | 26,047,376 |
Common stock subscribed, par value | $ 0.00001 | $ 0.00001 |
Common stock subscribed, shares | 66,667 | 66,667 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 120,000 | 120,000 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Statement [Abstract] | ||||
Sales - net of slotting fees and discounts | $ 2,739,200 | $ 2,249,768 | $ 6,092,479 | $ 4,832,917 |
Cost of sales | 2,091,032 | 1,590,904 | 4,499,331 | 3,371,129 |
Gross profit | 648,168 | 658,864 | 1,593,148 | 1,461,788 |
Operating expenses | ||||
Research and development | 20,479 | 24,091 | 43,558 | 42,992 |
General and administrative expenses | 1,390,625 | 1,401,461 | 3,173,746 | 2,869,739 |
Total operating expenses | 1,411,104 | 1,425,552 | 3,217,304 | 2,912,731 |
Loss from operations | (762,936) | (766,688) | (1,624,156) | (1,450,943) |
Other expenses | ||||
Interest expense | (124,705) | $ (26,710) | (248,062) | $ (43,344) |
Amortization of debt discount | (83,437) | (182,270) | ||
Amortization of closing costs | (29,228) | (40,374) | ||
Total other expenses | (237,370) | $ (26,710) | (470,706) | $ (43,344) |
Net loss | (1,000,306) | $ (793,398) | (2,094,862) | $ (1,494,287) |
Less: preferred dividends | (10,959) | (10,959) | ||
Net loss available to common stockholders | $ (1,011,265) | $ (793,398) | $ (2,105,821) | $ (1,494,287) |
Net loss per common share - basic and diluted | $ (0.04) | $ (0.03) | $ (0.08) | $ (0.06) |
Weighted average common shares outstanding -basic and diluted | 26,085,916 | 25,452,943 | 26,071,767 | 25,091,224 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jul. 31, 2015 - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Common Stock Subscribed [Member] | Accumulated Deficit [Member] | Total |
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 | |||||
Stock options issued for services | 3,055 | $ 3,055 | ||||
Cashless exercise of warrants | ||||||
Cashless exercise of warrants, shares | 8,540 | |||||
Stock issued for debt financing | 39,600 | $ 39,600 | ||||
Stock issued for debt financing, shares | 30,000 | |||||
Series A Preferred issued | 1,000,000 | 1,000,000 | ||||
Series A Preferred issued, shares | 10,000 | |||||
Warrant issued for services | 76,608 | 76,608 | ||||
Stock issuance costs | $ (227,419) | (227,419) | ||||
Series A Preferred dividend | $ (10,959) | (10,959) | ||||
Net loss | (2,094,862) | (2,094,862) | ||||
Balance at Jul. 31, 2015 | $ 260 | $ 13,657,960 | $ 1 | $ (12,709,582) | $ 948,639 | |
Balance, shares at Jul. 31, 2015 | 10,000 | 26,085,916 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,094,862) | $ (1,494,287) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 137,585 | 59,473 |
Amortization of debt issuance costs | 40,374 | $ 8,431 |
Amortization of debt discount | 182,270 | |
Share-based compensation | 3,055 | $ 176,100 |
(Increase) Decrease in: | ||
Accounts receivable | 1,016,864 | (24,540) |
Inventories | (29,089) | (309,329) |
Prepaid expenses | (21,649) | (41,104) |
Due from manufacturer - related party | 10,910 | (587,368) |
Increase (Decrease) in: | ||
Accounts payable and accrued expenses | (58,222) | $ (177,444) |
Liabilities to be settled in stock | 49,347 | |
Net Cash Used In Operating Activities | (763,417) | $ (2,390,068) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (100,683) | (223,741) |
Net Cash Used In Investing Activities | (100,683) | $ (223,741) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of preferred stock | $ 350,000 | |
Proceeds from issuance of common stock | $ 1,180,003 | |
Stock issuance costs | $ (150,811) | $ (149,213) |
Deferred offering costs | (19,021) | |
Proceeds from demand notes | $ 650,000 | |
Proceeds from common stock subscribed | $ 100,000 | |
Debt issuance costs | $ (6,191) | (14,484) |
Borrowings (repayment) of line of credit, net | (357,936) | $ 70,637 |
Repayment of term loan | (60,000) | |
Net Cash Provided By Financing Activities | 406,041 | $ 1,186,943 |
Net Decrease in Cash | (458,059) | (1,426,866) |
Cash - Beginning of Period | 854,995 | 1,541,640 |
Cash - End of Period | $ 396,936 | $ 114,774 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | $ 223,062 | $ 43,344 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issuance costs paid in the form of warrants | 76,608 | $ 171,981 |
Conversion of notes to preferred stock | 650,000 | |
Stock issued for debt discount on convertible note | 39,600 | |
Accrued dividends | $ 10,959 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jul. 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 MamaMancinis Holdings, Inc. (the Company), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year end of January 31. 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 Companys customers are located throughout the United States, with a large concentration in the Northeast and Southeast. Basis of Presentation The condensed 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. The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Companys consolidated financial statements and notes thereto included in the Companys Form 10-K for the year ended January 31, 2015 filed on May 1, 2015. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2016. Liquidity As further described below, the Company entered into a fourth Financial Advisory and Investment Banking Agreement (the IBA) with Spartan Capital Securities, LLC (Spartan) effective April 1, 2015 (the Spartan Advisory Agreement). In connection with the IBA, Spartan is currently undertaking a best efforts private placement of up to $10 million of the Companys Series A Convertible Preferred Stock. As of September 11, 2015, the Company has raised $1,185,000. The Company estimates that it will significantly reduce its cash needs in subsequent quarters. The Company has already substantially lowered its marketing and sales overhead expenses since the first quarter and plans to increase utilization of production capacity. Additionally, the Company has completed the cost of the changeover to new packaging sizes with higher gross margins; plans to increase margins with sales orientated to the fresh food sections of supermarkets and to direct to consumer sales such as QVC and anticipates volume increases from new and existing accounts from the present sales base. In addition, since April 2015, the Company eliminated sales to about 10% of its customers that had a negative profit contribution. The Company has prepared plans to substantially further lower its administration and marketing cash overhead in the event that additional capital resources are limited in comparison to the Companys cash needs however, there is no guarantee that such activities will adequately sustain the Companys cash flow needs. The Company continues to explore potential expansion opportunities in the industry in order to boost sales while leveraging distribution systems to consolidate lower costs. Currently, we plan to raise additional capital with the continued offering of our Series A Convertible Preferred Stock. The Company is also exploring other equity and/or debt financing structures but there is no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Use of Estimates The preparation of condensed 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 and 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 Companys 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 Companys distribution of the product. These factors, among others, make it difficult to project the Companys 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 July 31, 2015 or January 31, 2015. 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 July 31, 2015 and January 31, 2015, 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 July 31, 2015 and January 31, 2015: July 31, 2015 January 31, 2015 Finished goods $ 330,259 $ 301,170 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 Companys 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 six months ended July 31, 2015 and 2014 were $227,419 and $321,194, respectively. As of July 31, 2015 and January 31, 2015, there were capitalized costs of $19,021 and $0, respectively. Research and Development Research and development is expensed as incurred. Research and development expenses for the three months ended July 31, 2015 and 2014 were $20,479 and $24,091, respectively. Research and development is expensed as incurred. Research and development expenses for the six months ended July 31, 2015 and 2014 were $43,558 and $42,992, 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: Six Months Ended July 31, 2015 Six Months Ended July 31, 2014 Gross Sales $ 6,249,578 $ 5,021,325 Less: Slotting, Discounts, Allowances 157,099 188,408 Net Sales $ 6,092,479 $ 4,832,917 Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Companys 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 three months ended July 31, 2015 and 2014 were $521,626 and $549,560, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2015 and 2014 were $1,438,558 and $1,265,859, 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 three months ended July 31, 2015 and 2014, share-based compensation amounted to $77,621 and $248,982, respectively. Of the $77,621 and $248,982 recorded for the three months ended July 31, 2015 and 2014, $76,608 and $77,047 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. For the six months ended July 31, 2015 and 2014, share-based compensation amounted to $79,663 and $348,081, respectively. Of the $79,663 and $348,081 recorded for the six months ended July 31, 2015 and 2014, $76,608 and $171,981 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. For the six months ended July 31, 2015 and 2014, when computing fair value of share-based payments, the Company has considered the following variables: July 31, 2015 July 31, 2014 Risk-free interest rate 1.74 % 0.26% to 1.76 % Expected life of grants 5 years 1 to 5 years Expected volatility of underlying stock 184 % 144% to 193 % Dividends 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. The expected stock price volatility for the Companys stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. 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 July 31, 2015: Series A Preferred 1,000,000 Liabilities to be settled in stock 65,617 Common stock subscribed 66,667 Common stock warrants, exercise price range of $1.00-$2.50 1,884,735 Common stock options, exercise price of $1.00-$2.97 496,404 Total common stock equivalents 3,513,423 The Company had the following potential common stock equivalents at July 31, 2014: Common stock subscribed 66,667 Common stock warrants, exercise price of $1.00-$2.50 1,111,401 Common stock options, exercise price of $1.00-$2.97 564,404 Total common stock equivalents 1,742,472 Since the Company reflected a net loss during the three and six months ended July 31, 2015 and 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 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. On July 9th the effective date was delayed one year by a vote by the FASB. Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In March 2015, the Financial Accounting Standards Board 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 condensed consolidated financial statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 - Property and Equipment: Property and equipment on July 31, 2015 and January 31, 2015 are as follows: July 31, 2015 January 31, 2015 Machinery and Equipment $ 1,104,930 $ 1,060,066 Furniture and Fixtures 17,942 16,887 Leasehold Improvements 329,331 274,567 1,452,203 1,351,520 Less: Accumulated Depreciation 364,360 226,775 $ 1,087,843 $ 1,124,745 Depreciation expense charged to income for the three months ended July 31, 2015 and 2014 amounted to $70,385 and $44,736, respectively. Depreciation expense charged to income for the six months ended July 31, 2015 and 2014 amounted to $137,585 and $59,473, respectively. |
Investment in Meatball Obsessio
Investment in Meatball Obsession, LLC | 6 Months Ended |
Jul. 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 Companys 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 Companys ownership interest in MO has decreased due to dilution. At July 31, 2015 and January 31, 2015, the Companys ownership interest in MO was 12% and 13%, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 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 co-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 entity 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 Companys recipes, formulas, methods and ingredients for the preparation and production of Companys products, for manufacturing the Companys 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 Companys 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. The Company agreed with the Manufacturer at the end of the last fiscal year that Company would purchase a minimum of $933,000 of product each month and that any amount below that sum would be a charge of 12% of that shortfall each month. In return, the Manufacturer obligated itself to offer the Company competitive prices and would not co-pack for other suppliers and would either maintain or lower its payable to the Company each quarter. In addition, the Manufacturer agreed to rebate the Company any overage of gross margin above 12% each month. In addition, the Company made several unsecured loans to the Manufacturer during 2013. The loan to the Manufacturer is unsecured, does not bear interest and is due on demand. From time to time the Company will make improvements to the Manufacturers facility. The improvements are capitalized and depreciated over the estimated useful life of the supply agreement. During the three months ended July 31, 2015 and 2014, the Company purchased inventory of $1,624,008 and $1,946,598, respectively, from the Manufacturer. During the six months ended July 31, 2015 and 2014, the Company purchased inventory of $4,049,630 and $4,054,056, respectively, from the Manufacturer. During the three months ended July 31, 2015 and 2014, the Manufacturer incurred expenses of $6,000 and $12,000, respectively, on behalf of the Company for shared administrative expenses and salary expenses. During the six months ended July 31, 2015 and 2014, the Manufacturer incurred expenses of $12,000 and $24,000, respectively, on behalf of the Company for shared administrative expenses and salary expenses. At July 31, 2015 and January 31, 2015, the amount due from the Manufacturer is $2,202,127 and $2,213,037, respectively. Meatball Obsession, LLC A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (MO). For the three months ended July 31, 2015 and 2014, the Company generated approximately $6,528 and $35,927 in revenues from MO, respectively. For the six months ended July 31, 2015 and 2014, the Company generated approximately $31,936 and $43,293 in revenues from MO, respectively. As of July 31, 2015 and January 31, 2015, the Company had a receivable of $6,528 and $6,768 due from MO, respectively. |
Line of Credit
Line of Credit | 6 Months Ended |
Jul. 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 Companys 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 FGIs 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. As noted in Note 7, on September 3, 2014, the Company entered into a Loan and Security Agreement (Loan and Security Agreement) with Entrepreneur Growth Capital, LLC (EGC) which contains a line of credit. As of July 31, 2015 and January 31, 2015, the outstanding balance on the line of credit was $1,051,162 and $1,409,098, respectively, in relation to the EGC line of credit. |
Loan and Security Agreement
Loan and Security Agreement | 6 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
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 ● 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. As of July 31, 2015 and January 31, 2015, the outstanding balance on the line of credit was $1,051,162 and $1,409,098, respectively. 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 term loan was $500,000 and $560,000 as of July 31, 2015 and January 31, 2015, respectively. Additionally, in connection with the Loan and Security Agreement, Carl Wolf, the Companys 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 | 6 Months Ended |
Jul. 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 Companys restricted common stock. In April 2015, the maturity date was extended to May 2016 and 30,000 shares of restricted common stock were issued to Manatuck. Based on managements review, the accounting for debt modification applied. The Company valued the 30,000 shares at the grant date share price of $1.32 and recorded $39,600 to debt discount on the condensed consolidated balance sheet. 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 and subsequent extension, a debt discount of $498,350 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 effective 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 $269,883 and $412,553 as of July 31, 2015 and January 31, 2015, respectively. |
Concentrations
Concentrations | 6 Months Ended |
Jul. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Companys 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 Companys distribution of the product. These factors, among others, make it difficult to project the Companys operating results on a consistent basis. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10 - Stockholders Equity (A) Series A Convertible Preferred Stock Transactions On May 28, 2015, the Company amended its articles of incorporation to establish the designation, powers, rights, privileges, preferences and restrictions of the Series A Convertible Preferred Stock (Series A Preferred). The Company authorized 120,000 shares of Series A Preferred with each share of our Series A Preferred having a par value of $0.00001 and stated value equal to $100, as adjusted for stock dividends, combinations, splits and certain other events. The holders of the Series Preferred A will be entitled to dividends at a rate of 8%, liquidation preference equal to $1.25 per share and the option to convert the preferred shares to common stock. On July 23, 2015, the preference changed to $1.00. Subsequent to July 31, 2015 the liquidation preference was changed to $0.675. On June 11, 2015, the Company completed the initial closing of a private placement of 20 preferred units (Initial Closing). Each unit consists of five hundred shares of Series A Preferred and one Warrant to purchase 100% of the number of conversion shares initially issuable upon conversion of the unit shares at an exercise price of $1.25 per share. The Initial Closing resulted in 800,000 warrants issued to the investors. These warrants have a grant date fair value of $766,091. During May 2015, six directors of the Company entered into convertible note agreements with a maturity date of July 22, 2016 for total proceeds to the Company of $650,000. In June 2015, the notes were converted into Series A Preferred. Additional proceeds of $350,000 was received pursuant to the June 11, 2015 closing. In connection with the Initial Closing, the Company has paid a placement agent an aggregate cash fee and non-accountable allowance of $130,000, of which $65,000 is in accounts payable and accrued expenses on the condensed consolidated balance sheets, and issued warrants to purchase 80,000 shares of Common Stock at $1.25 per share. The warrants have a grant date fair value of $76,608 which is treated as a direct costs of the stock offering and has been recorded as a reduction in additional paid in capital. (B) Common Stock Transactions 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 Companys restricted common stock. In April 2015 the maturity date of the note was extended until May 2016. Upon execution of the extension, the Company granted Manatuck 30,000 shares of the Companys restricted common stock. During the six months ended July 31, 2015, the Company issued 8,540 shares of its common stock for a cashless conversion of 22,666 warrants. (C) Options The following is a summary of the Companys option activity: Options Weighted Average Exercise Price Outstanding January 31, 2015 496,404 $ 1.04 Exercisable January 31, 2015 496,404 $ 1.04 Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding July 31, 2015 496,404 $ 1.04 Exercisable July 31, 2015 496,404 $ 1.04 Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.00 487,404 2.22 years $ 1.00 487,404 $ 1.00 $ 2.97 9,000 3.75 years $ 2.97 9,000 $ 2.97 At July 31, 2015 and January 31, 2015, the total intrinsic value of options outstanding and exercisable was $0 and $219,332, respectively. As of July 31, 2015, the Company has $0 in stock-based compensation related to stock options that is yet to be vested. The weighted average remaining life of the options is 2.24 years. (D) Warrants The following is a summary of the Companys warrant activity: Warrants Weighted Average Exercise Price Outstanding January 31, 2015 1,027,401 $ 1.27 Exercisable January 31, 2015 1,027,401 $ 1.27 Granted 880,000 $ 1.25 Exercised (22,666 ) $ 1.25 Forfeited/Cancelled - $ - Outstanding July 31, 2015 1,884,735 $ 1.26 Exercisable July 31, 2015 1,884,735 $ 1.26 Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.00-$2.50 1,884,735 3.67 years $ 1.26 1,884,735 $ 1.26 At July 31, 2015 and January 31, 2015, the total intrinsic value of warrants outstanding and exercisable was $0 and $227,430, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 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, Licensors 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 Companys 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 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 The Company incurred $45,542 and $37,096 of royalty expenses for the three months ended July 31, 2015 and 2014. The Company incurred $131,379 and $115,726 of royalty expenses for the six months ended July 31, 2015 and 2014. Royalty expenses are included in general and administrative expenses on the Condensed Consolidated Statement of Operations. Agreements with Placement Agents and Finders (A) April 1, 2015 The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (Spartan) effective April 1, 2015 (the Spartan Advisory Agreement). Pursuant to the Spartan Advisory Agreement, the Company shall pay to Spartan a non-refundable monthly fee of $10,000 through October 1, 2015. The monthly fee shall survive any termination of the Agreement. Additionally, (i) if at least $4,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2015 through October 2017; and (ii) if at least $5,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2017 through October 2019. If $10,000,000 or more is raised in the Financing, the Company shall issue to Spartan shares of its common stock having an aggregate value of $5,000 (as determined by reference to the average volume weighted average trading price for the last five trading days of the immediately preceding month) on the first day of each month during the period from November 1, 2015 through October 1, 2019. 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 Companys 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. During the six months ended July 31, 2015, the Company paid to Spartan a one-time engagement fee of $10,000. In connection with the Initial Closing, the Company agreed to pay an aggregate cash fee and non-accountable allowance of $130,000, of which $65,000 was paid during the six months ended July 31, 2015 and the remaining $65,000 is in accounts payable and accrued expenses as of July 31, 2015 on the condensed consolidated balance sheets. The Company also granted warrants to purchase 80,000 shares of Common Stock at $1.25 per share. The warrants have a grant date fair value of $76,608 which is treated as a direct costs of the Financing and has been recorded as a reduction in additional paid in capital. Operating Lease In January 2015, the Company began a lease agreement for office space in East Rutherford, NJ. The lease is for a 48 month term expiring on March 31, 2019 with annual payments of $18,848. Total future minimum payments required under operating lease as of July 31, 2015 are as follows. For the Twelve Month Period Ending July 31, 2016 $ 18,848 2017 18,848 2018 18,848 2019 12,565 $ 69,109 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events Subsequent to July 31, 2015, the Company completed 2 private placements from which $185,000 in gross proceeds were received. Stock issuance costs of $24,050 were paid to placement agents yielding net proceeds of $160,950. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed 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 and 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 Companys 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 Companys distribution of the product. These factors, among others, make it difficult to project the Companys 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 July 31, 2015 or January 31, 2015. 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 July 31, 2015 and January 31, 2015, 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 July 31, 2015 and January 31, 2015: July 31, 2015 January 31, 2015 Finished goods $ 330,259 $ 301,170 |
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 Companys 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 six months ended July 31, 2015 and 2014 were $227,419 and $321,194, respectively. As of July 31, 2015 and January 31, 2015, there were capitalized costs of $19,021 and $0, respectively. |
Research and Development | Research and Development Research and development is expensed as incurred. Research and development expenses for the three months ended July 31, 2015 and 2014 were $20,479 and $24,091, respectively. Research and development is expensed as incurred. Research and development expenses for the six months ended July 31, 2015 and 2014 were $43,558 and $42,992, 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: Six Months Ended July 31, 2015 Six Months Ended July 31, 2014 Gross Sales $ 6,249,578 $ 5,021,325 Less: Slotting, Discounts, Allowances 157,099 188,408 Net Sales $ 6,092,479 $ 4,832,917 |
Cost of Sales | Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Companys 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 three months ended July 31, 2015 and 2014 were $521,626 and $549,560, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2015 and 2014 were $1,438,558 and $1,265,859, 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 three months ended July 31, 2015 and 2014, share-based compensation amounted to $77,621 and $248,982, respectively. Of the $77,621 and $248,982 recorded for the three months ended July 31, 2015 and 2014, $76,608 and $77,047 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. For the six months ended July 31, 2015 and 2014, share-based compensation amounted to $79,663 and $348,081, respectively. Of the $79,663 and $348,081 recorded for the six months ended July 31, 2015 and 2014, $76,608 and $171,981 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital. For the six months ended July 31, 2015 and 2014, when computing fair value of share-based payments, the Company has considered the following variables: July 31, 2015 July 31, 2014 Risk-free interest rate 1.74 % 0.26% to 1.76 % Expected life of grants 5 years 1 to 5 years Expected volatility of underlying stock 184 % 144% to 193 % Dividends 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. The expected stock price volatility for the Companys stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. |
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 July 31, 2015: Series A Preferred 1,000,000 Liabilities to be settled in stock 65,617 Common stock subscribed 66,667 Common stock warrants, exercise price range of $1.00-$2.50 1,884,735 Common stock options, exercise price of $1.00-$2.97 496,404 Total common stock equivalents 3,513,423 The Company had the following potential common stock equivalents at July 31, 2014: Common stock subscribed 66,667 Common stock warrants, exercise price of $1.00-$2.50 1,111,401 Common stock options, exercise price of $1.00-$2.97 564,404 Total common stock equivalents 1,742,472 Since the Company reflected a net loss during the three and six months ended July 31, 2015 and 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 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. On July 9th the effective date was delayed one year by a vote by the FASB. Public business entities, certain not-for-profit entities, and certain employee benefit plans would apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In March 2015, the Financial Accounting Standards Board 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 condensed consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 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 July 31, 2015 and January 31, 2015: July 31, 2015 January 31, 2015 Finished goods $ 330,259 $ 301,170 |
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, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Six Months Ended July 31, 2015 Six Months Ended July 31, 2014 Gross Sales $ 6,249,578 $ 5,021,325 Less: Slotting, Discounts, Allowances 157,099 188,408 Net Sales $ 6,092,479 $ 4,832,917 |
Schedule of Fair Value of Share Based Payments | For the six months ended July 31, 2015 and 2014, when computing fair value of share-based payments, the Company has considered the following variables: July 31, 2015 July 31, 2014 Risk-free interest rate 1.74 % 0.26% to 1.76 % Expected life of grants 5 years 1 to 5 years Expected volatility of underlying stock 184 % 144% to 193 % Dividends 0 % 0 % |
Schedule of Common Stock Equivalents | The Company had the following potential common stock equivalents at July 31, 2015: Series A Preferred 1,000,000 Liabilities to be settled in stock 65,617 Common stock subscribed 66,667 Common stock warrants, exercise price range of $1.00-$2.50 1,884,735 Common stock options, exercise price of $1.00-$2.97 496,404 Total common stock equivalents 3,513,423 The Company had the following potential common stock equivalents at July 31, 2014: Common stock subscribed 66,667 Common stock warrants, exercise price of $1.00-$2.50 1,111,401 Common stock options, exercise price of $1.00-$2.97 564,404 Total common stock equivalents 1,742,472 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment on July 31, 2015 and January 31, 2015 are as follows: July 31, 2015 January 31, 2015 Machinery and Equipment $ 1,104,930 $ 1,060,066 Furniture and Fixtures 17,942 16,887 Leasehold Improvements 329,331 274,567 1,452,203 1,351,520 Less: Accumulated Depreciation 364,360 226,775 $ 1,087,843 $ 1,124,745 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 6 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
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) | 6 Months Ended |
Jul. 31, 2015 | |
Equity [Abstract] | |
Summary of Option Activity | The following is a summary of the Companys option activity: Options Weighted Average Exercise Price Outstanding January 31, 2015 496,404 $ 1.04 Exercisable January 31, 2015 496,404 $ 1.04 Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding July 31, 2015 496,404 $ 1.04 Exercisable July 31, 2015 496,404 $ 1.04 |
Summary of Option Outstanding and Exercisable | Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.00 487,404 2.22 years $ 1.00 487,404 $ 1.00 $ 2.97 9,000 3.75 years $ 2.97 9,000 $ 2.97 |
Schedule of Warrants Activity | The following is a summary of the Companys warrant activity: Warrants Weighted Average Exercise Price Outstanding January 31, 2015 1,027,401 $ 1.27 Exercisable January 31, 2015 1,027,401 $ 1.27 Granted 880,000 $ 1.25 Exercised (22,666 ) $ 1.25 Forfeited/Cancelled - $ - Outstanding July 31, 2015 1,884,735 $ 1.26 Exercisable July 31, 2015 1,884,735 $ 1.26 |
Schedule of Warrants Outstanding and Exercisable | Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.00-$2.50 1,884,735 3.67 years $ 1.26 1,884,735 $ 1.26 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 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 1 st nd $ - 3 rd th $ 50,000 5 th th th $ 75,000 8 th th $ 100,000 10 th $ 125,000 |
Schedule of Future Minimum Payments Under Operating Leases | Total future minimum payments required under operating lease as of July 31, 2015 are as follows. For the Twelve Month Period Ending July 31, 2016 $ 18,848 2017 18,848 2018 18,848 2019 12,565 $ 69,109 |
Nature of Operations and Basi25
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($) | Sep. 11, 2015 | Apr. 01, 2015 | Apr. 30, 2015 |
Percentage of eliminated sale profit contribution | 10.00% | ||
Investment Banking Agreement [Member] | Spartan Capital Securities, LLC [Member] | Series A Convertible Preferred Stock [Member] | |||
Efforts private placement of company preferred stock | $ 1,185,000 | $ 10,000,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | |||||
Accounts receivable reserves | $ 2,000 | $ 2,000 | $ 2,000 | ||
Stock offering cost recorded | 227,419 | $ 321,194 | |||
Capitalized costs | 19,021 | 19,021 | |||
Research and development expense | 20,479 | $ 24,091 | 43,558 | 42,992 | |
Advertising expenses | 521,626 | 549,560 | 1,438,558 | 1,265,859 | |
Share based compensation | 77,621 | 248,982 | 79,663 | 348,081 | |
Reduction in additional paid in capital | $ 76,608 | $ 77,047 | $ 76,608 | $ 171,981 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Inventories (Details) - USD ($) | Jul. 31, 2015 | Jan. 31, 2015 |
Accounting Policies [Abstract] | ||
Finished goods | $ 330,259 | $ 301,170 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 6 Months Ended |
Jul. 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 Accoun29
Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Accounting Policies [Abstract] | ||||
Gross Sales | $ 6,249,578 | $ 5,021,325 | ||
Less: Slotting, Discounts, Allowances | 157,099 | 188,408 | ||
Net Sales | $ 2,739,200 | $ 2,249,768 | $ 6,092,479 | $ 4,832,917 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Fair Value of Share Based Payments (Details) | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Risk-free interest rate, minimum | 0.26% | |
Risk-free interest rate, maximum | 1.76% | |
Risk-free interest rate | 1.74% | |
Expected life of grants | 5 years | |
Expected volatility of underlying stock, minimum | 144.00% | |
Expected volatility of underlying stock, maximum | 193.00% | |
Expected volatility of underlying stock | 184.00% | |
Dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life of grants | 1 year | |
Maximum [Member] | ||
Expected life of grants | 5 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) - shares | Jul. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2014 |
Accounting Policies [Abstract] | |||
Series A Preferred | 1,000,000 | ||
Liabilities to be settled in stock | 65,617 | ||
Common stock subscribed, shares | 66,667 | 66,667 | 66,667 |
Common stock warrants, exercise price of $1.00-$2.50 | 1,884,735 | 1,111,401 | |
Common stock options, exercise price of $1.00-$2.97 | 496,404 | 564,404 | |
Total common stock equivalents | 3,513,423 | 1,742,472 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) - $ / shares | Jul. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2014 |
Common stock options, exercise price | $ 1.04 | $ 1.04 | |
Minimum [Member] | |||
Common stock warrants, exercise price range | 1 | $ 1 | |
Common stock options, exercise price | 1 | 1 | |
Maximum [Member] | |||
Common stock warrants, exercise price range | 2.50 | 2.50 | |
Common stock options, exercise price | $ 2.97 | $ 2.97 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 70,385 | $ 44,736 | $ 137,585 | $ 59,473 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jul. 31, 2015 | Jan. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment | $ 1,104,930 | $ 1,060,066 |
Furniture and Fixtures | 17,942 | 16,887 |
Leasehold Improvements | 329,331 | 274,567 |
Property Plant And Equipment, Gross | 1,452,203 | 1,351,520 |
Less: Accumulated Depreciation | 364,360 | 226,775 |
Property, plant and equipment, net | $ 1,087,843 | $ 1,124,745 |
Investment in Meatball Obsess35
Investment in Meatball Obsession, LLC (Details Narrative) - Meatball Obsession, LLC [Member] - USD ($) | Dec. 31, 2011 | Jul. 31, 2015 | Jan. 31, 2015 |
Percentage of equity interest acquired in business combination | 34.62% | ||
Investment in business combination | $ 27,032 | ||
Reduction in investment due to losses in affiliates | $ 0 | ||
Ownership interest percentage | 12.00% | 13.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | |
Due from manufacturer - related party | $ 2,202,127 | $ 2,202,127 | $ 2,213,037 | ||
Meatball Obsession, LLC [Member] | |||||
Revenue from related parties | 6,528 | $ 35,927 | 31,936 | $ 43,293 | |
Due from related party | 6,528 | 6,528 | $ 6,768 | ||
Joseph Epstein Foods [Member] | |||||
Minimum purchase of product each month amount | $ 933,000 | ||||
Percentage of shortfall each month | 12.00% | ||||
Percentage of overage of gross margin each month | 12.00% | ||||
Purchased inventory from manufacturer | 1,624,008 | 1,946,598 | $ 4,049,630 | 4,054,056 | |
Administrative expenses and salary expenses | $ 6,000 | $ 12,000 | $ 12,000 | $ 24,000 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Jan. 03, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 |
Additional fees and accrued interest paid | $ 223,062 | $ 43,344 | ||
Line of credit | 1,051,162 | $ 1,409,098 | ||
Sale and Security Agreement [Member] | Faunus Group International, Inc. [Member] | ||||
Secured demand credit facility | $ 1,500,000 | |||
Purchase of eligible accounts receivables, percentage | 70.00% | |||
Purchase of eligible accounts receivables, reserve percentage | 30.00% | |||
Purchase of eligible accounts receivables, advance percentage | 70.00% | |||
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 | 1.00% | |||
Additional fees and accrued interest paid | $ 48,600 | |||
Loan And Security Agreement Two [Member] | Entrepreneur Growth Capital LLC [Member] | ||||
Line of credit | $ 1,051,162 | $ 1,409,098 |
Loan and Security Agreement (De
Loan and Security Agreement (Details Narrative) - USD ($) | Sep. 03, 2014 | Jul. 31, 2015 | Jan. 31, 2015 |
Line of credit | $ 1,051,162 | $ 1,409,098 | |
Loan and Security Agreement [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% | ||
Line of credit | 1,051,162 | 1,409,098 | |
Secured Promissory Note [Member] | Entrepreneur Growth Capital LLC [Member] | |||
Term loan outstanding | $ 500,000 | ||
Secured Promissory Note [Member] | Entrepreneur Growth Capital LLC [Member] | |||
Line of credit aggregate value | $ 600,000 | ||
Line of credit interest rate description | The EGC Note bears interest at the prime rate 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 | ||
Term loan outstanding | $ 560,000 |
Loan and Security Agreement - S
Loan and Security Agreement - Schedule of Line of Credit (Details) | Sep. 03, 2014USD ($) |
Accounts Revolving Line of Credit [Member] | |
Line of credit facility | $ 2,150,000 |
Inventory Revolving Line of Credit [Member] | |
Line of credit facility | 350,000 |
Term Loan [Member] | |
Line of credit facility | $ 600,000 |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | Dec. 19, 2014 | Dec. 19, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | May. 31, 2015 | Jan. 31, 2015 |
Common stock price per shares | $ 1.25 | $ 1.25 | $ 1.25 | |||||
Debt discount | $ 83,437 | $ 182,270 | ||||||
Unamortized debt discount | $ 269,883 | 269,883 | $ 412,553 | |||||
Manatuck Hill Partners, LLC [Member] | ||||||||
Debt discount | $ 498,350 | |||||||
Manatuck Purchase Agreement [Member] | Manatuck Hill Partners, LLC [Member] | ||||||||
Convertible debenture | $ 2,000,000 | $ 2,000,000 | ||||||
Convertible debt, interest rate percentage | 14.00% | 14.00% | ||||||
Debt maturity month year | February 2,016 | |||||||
Number of restricted common stock granted, shares | 200,000 | 200,000 | 30,000 | |||||
Debt maturity extended month year | May 2,016 | |||||||
Common stock price per shares | $ 1.32 | $ 1.32 | ||||||
Debt discount | $ 39,600 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | |
Concentrations of risk percentage | 10.00% | ||
Sales Revenue [Member] | Customer A [Member] | |||
Concentrations of risk percentage | 19.00% | 23.00% | |
Sales Revenue [Member] | Customer B [Member] | |||
Concentrations of risk percentage | 17.00% | 17.00% | |
Sales Revenue [Member] | Customer C [Member] | |||
Concentrations of risk percentage | 12.00% | 11.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentrations of risk percentage | 15.00% | 23.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentrations of risk percentage | 22.00% | 11.00% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentrations of risk percentage | 10.00% | 7.00% | |
Cost Of Sales [Member] | Vendor One [Member] | |||
Concentrations of risk percentage | 95.00% | 100.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 11, 2015USD ($)$ / sharesshares | May. 28, 2015USD ($)$ / sharesshares | Dec. 19, 2014shares | Dec. 19, 2014shares | May. 31, 2015USD ($)Integer$ / sharesshares | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 23, 2015$ / shares | Jan. 31, 2015USD ($)$ / sharesshares |
Preferred stock, shares authorized | shares | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | ||||||
Warrants issued to investors | shares | 800,000 | 80,000 | 80,000 | |||||
Warrants grant date fair value | $ 766,091 | $ 76,608 | $ 76,608 | |||||
Number of directors | Integer | 6 | |||||||
Convertible note agreements maturity date | Jul. 22, 2016 | |||||||
Proceeds from convertible note | $ 650,000 | |||||||
Cash fee and non-accountable allowance | 130,000 | |||||||
Accounts payable and accrued expenses | $ 65,000 | $ 65,000 | ||||||
Shares issued exercise price per share | $ / shares | $ 1.25 | $ 1.25 | ||||||
Number of conversation of warrants | shares | 22,666 | |||||||
Total intrinsic value of options outstanding and exercisable | $ 0 | $ 219,332 | ||||||
Stock based compensation related to stock option unvested | $ 0 | |||||||
Weighted average remaining life of options | 2 years 2 months 27 days | |||||||
Common Stock [Member] | ||||||||
Issuance of common stock shares for cashless exercise of warrants | shares | 8,540 | |||||||
Warrant [Member] | ||||||||
Total intrinsic value of warrants outstanding and exercisable | $ 0 | $ 227,430 | ||||||
Manatuck Purchase Agreement [Member] | Manatuck Hill Partners, LLC [Member] | ||||||||
Shares issued exercise price per share | $ / shares | $ 1.32 | |||||||
Number of restricted common stock shares granted, shares | shares | 200,000 | 200,000 | 30,000 | |||||
Debt maturity extended month year | May 2,016 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | shares | 120,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||
Preferred stock adjusted for stock dividends | $ 100 | |||||||
Percentage of preferred stock dividends rate | 8.00% | |||||||
Preferred stock liquidation preference per share | $ / shares | $ 1.25 | $ 0.675 | $ 1 | |||||
Number of units converted through private placement | shares | 20 | |||||||
Number of convertible preferred stock, shares | shares | 500 | |||||||
Percentage of warrants to purchase of number of conversation shares | 100.00% | |||||||
Stock conversation price per share | $ / shares | $ 1.25 | |||||||
Proceeds from convertible note | $ 350,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Details) - 6 months ended Jul. 31, 2015 - $ / shares | Total |
Equity [Abstract] | |
Options Outstanding, Beginning balance | 496,404 |
Options Exercisable, Beginning balance | 496,404 |
Options, Granted | |
Options, Exercised | |
Options, Forfeited/Cancelled | |
Options Outstanding, Ending balance | 496,404 |
Options Exercisable, Ending balance | 496,404 |
Options Outstanding, Weighted Average Exercise Price, Beginning balance | $ 1.04 |
Options Exercisable, Weighted Average Exercise Price, Beginning balance | $ 1.04 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited/Cancelled | |
Options Outstanding, Weighted Average Exercise Price, Ending balance | $ 1.04 |
Options Exercisable, Weighted Average Exercise Price, Ending balance | $ 1.04 |
Stockholders' Equity - Summar44
Stockholders' Equity - Summary of Option Outstanding and Exercisable (Details) - Jul. 31, 2015 - $ / shares | Total |
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 2 months 19 days |
Weighted Average Exercise Price, Options Outstanding | $ 1 |
Number of Options Exercisable | 487,404 |
Weighted Average Exercise Price, Options Exercisable | $ 1 |
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 | 3 years 9 months |
Weighted Average Exercise Price, Options Outstanding | $ 2.97 |
Number of Options Exercisable | 9,000 |
Weighted Average Exercise Price, Options Exercisable | $ 2.97 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) - 6 months ended Jul. 31, 2015 - $ / shares | Total |
Equity [Abstract] | |
Warrants Outstanding, Beginning balance | 1,027,401 |
Warrants Exercisable, Beginning balance | 1,027,401 |
Warrants, Granted | 880,000 |
Warrants, Exercised | (22,666) |
Warrants, Forfeited/Cancelled | |
Warrants Outstanding, Ending balance | 1,884,735 |
Warrants Exercisable, Ending balance | 1,884,735 |
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance | $ 1.27 |
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance | 1.27 |
Weighted Average Exercise Price, Granted | 1.25 |
Weighted Average Exercise Price, Exercised | $ 1.25 |
Weighted Average Exercise Price, Forfeited/Cancelled | |
Warrants Outstanding, Weighted Average Exercise Price, Ending balance | $ 1.26 |
Warrants Exercisable, Weighted Average Exercise Price, Ending balance | $ 1.26 |
Stockholders' Equity - Schedu46
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | |
Jul. 31, 2015 | Jan. 31, 2015 | |
Number of Warrants Outstanding | 1,884,735 | 1,027,401 |
Number of Warrants Exercisable | 1,884,735 | 1,027,401 |
Weighted Average Exercise Price, Warrants Exercisable | $ 1.26 | $ 1.27 |
Warrant [Member] | ||
Range of Exercise Price, lower limit | 1 | |
Range of Exercise Price, upper limit | $ 2.50 | |
Number of Warrants Outstanding | 1,884,735 | |
Weighted Average Remaining Contractual Life (in Years) | 3 years 8 months 1 day | |
Weighted Average Exercise Price, Warrants Outstanding | $ 1.26 | |
Number of Warrants Exercisable | 1,884,735 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 1.26 |
Commitments and Contingencies47
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 01, 2015 | May. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jun. 11, 2015 |
Royalty expenses | $ 45,542 | $ 37,096 | $ 131,379 | $ 115,726 | ||||
Cash fee and non-accountable allowance | $ 130,000 | |||||||
Accounts payable and accrued expenses | $ 65,000 | $ 65,000 | $ 65,000 | |||||
Warrants issued to investors | 80,000 | 80,000 | 80,000 | 800,000 | ||||
Shares issued exercise price per share | $ 1.25 | $ 1.25 | $ 1.25 | |||||
Warrants grant date fair value | $ 76,608 | $ 76,608 | $ 76,608 | $ 766,091 | ||||
Operating lease annual payments | $ 69,109 | $ 69,109 | ||||||
Spartan Capital Securities, LLC [Member] | ||||||||
Percentage of fee equal to aggregate gross proceeds | 10.00% | |||||||
Percentage of fees equal to aggregate gross proceeds for expenses | 3.00% | |||||||
Percentage of common stock issuable | 10.00% | |||||||
One-time engagement fee | $ 10,000 | |||||||
Cash fee and non-accountable allowance | 130,000 | |||||||
Fee paid amount | 65,000 | |||||||
Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member] | October 1, 2015 [Member] | ||||||||
Nonrefundable monthly fee amount | $ 10,000 | |||||||
Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member] | March 31, 2019 [Member] | ||||||||
Lease agreement expire date | Mar. 30, 2019 | |||||||
Operating lease annual payments | $ 18,848 | |||||||
Operating lease expiration term | 48 months | |||||||
Minimum [Member] | Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member] | ||||||||
Nonrefundable monthly fee amount | $ 5,000 | |||||||
Nonrefundable monthly fee term | November 1, 2015 through October 2017 | |||||||
Aggregate gross proceeds fee | $ 4,000,000 | |||||||
Maximum [Member] | Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member] | ||||||||
Nonrefundable monthly fee amount | $ 5,000 | |||||||
Nonrefundable monthly fee term | November 1, 2017 through October 2019 | |||||||
Aggregate gross proceeds fee | $ 5,000,000 | |||||||
Year 1 [Member] | ||||||||
Percentage of royalty on net sales | 6.00% | |||||||
Royalty revenue | $ 500,000 | |||||||
Year 2 [Member] | ||||||||
Percentage of royalty on net sales | 4.00% | |||||||
Year 2 [Member] | Minimum [Member] | ||||||||
Royalty revenue | $ 500,000 | |||||||
Year 2 [Member] | Maximum [Member] | ||||||||
Royalty revenue | $ 2,500,000 | |||||||
Year 3 [Member] | ||||||||
Percentage of royalty on net sales | 2.00% | |||||||
Year 3 [Member] | Minimum [Member] | ||||||||
Royalty revenue | $ 2,500,000 | |||||||
Year 3 [Member] | Maximum [Member] | ||||||||
Royalty revenue | $ 20,000,000 | |||||||
Year 4 [Member] | ||||||||
Percentage of royalty on net sales | 1.00% | |||||||
Royalty revenue | $ 20,000,000 | |||||||
$10,000,000 or More Rraised Financing [Member] | Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member] | ||||||||
Nonrefundable monthly fee amount | $ 5,000 | |||||||
Nonrefundable monthly fee term | November 1, 2015 through October 1, 2019 | |||||||
Aggregate gross proceeds fee | $ 10,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Minimum Royalty to be Paid | $ 45,542 | $ 37,096 | $ 131,379 | $ 115,726 |
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 Contingencies49
Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating Leases (Details) | Jul. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 18,848 |
2,017 | 18,848 |
2,018 | 18,848 |
2,019 | 12,565 |
Total | $ 69,109 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Stock issuance costs | $ 1,180,003 | |
Amount paid to placement agents yielding net proceeds | $ 227,419 | $ 321,194 |
Subsequent Event [Member] | ||
Number of private placements | 2 private placements | |
Gross proceeds from private placement | $ 185,000 | |
Stock issuance costs | 24,050 | |
Amount paid to placement agents yielding net proceeds | $ 160,950 |