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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jammin Java Corp (PK) | USOTC:JAMN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.000099 | -99.00% | 0.000001 | 0.0001 | 0.0001 | 0.0001 | 0.000001 | 0.000001 | 19,928 | 17:31:35 |
Nevada
|
26-4204714
|
|
(State or other
jurisdiction of
incorporation or
organization)
|
(IRS Employer
Identification
No.)
|
|
730 Tejon St.
Denver, Colorado
|
80211
|
|
(Address of
principal
executive offices)
|
(Zip Code)
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Page
|
||
PART I
|
||
Item 1.
|
Business
|
5 |
Item 1A.
|
Risk Factors
|
9 |
Item 1B.
|
Unresolved Staff Comments
|
19 |
Item 2.
|
Properties
|
19 |
Item 3.
|
Legal Proceedings
|
19 |
Item 4.
|
Mine Safety Disclosures
|
19 |
PART II
|
||
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
20 |
Item 6
|
Selected Financial Data
|
23 |
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
23 |
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
30 |
Item 8.
|
Financial Statements and Supplementary Data
|
30 |
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
30 |
Item 9A.
|
Controls and Procedures
|
30 |
Item 9B.
|
Other Information
|
32 |
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
33 |
Item 11.
|
Executive Compensation
|
33 |
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
33 |
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
33 |
Item 14.
|
Principal Accounting Fees and Services
|
33 |
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
34 |
●
|
“
Exchange Act
” refers to the Securities Exchange Act of 1934, as amended;
|
●
|
“
SEC
” refers to the United States Securities and Exchange Commission; and
|
●
|
“
Securities Act
” refers to the Securities Act of 1933, as amended.
|
•
|
Changes in consumer tastes and preferences;
|
|
•
|
Changes in consumer lifestyles;
|
|
•
|
National, regional and local economic and political conditions;
|
|
•
|
Perceptions or concerns about the environmental impact of our products;
|
|
•
|
Demographic trends; and
|
|
•
|
Perceived or actual health benefits or risks.
|
●
|
a significant portion of our cash flows could be used to service our indebtedness;
|
●
|
a high level of debt would increase our vulnerability to general adverse economic and industry conditions;
|
●
|
any covenants contained in the agreements governing our outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;
|
●
|
a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and
|
●
|
debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.
|
•
|
actual or anticipated variations in our results of operations;
|
|
•
|
our ability or inability to generate new revenues;
|
|
•
|
increased competition; and
|
|
•
|
conditions and trends in the market for coffee and coffee related products.
|
(1)
|
lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;
|
(2)
|
inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;
|
(3)
|
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements;
|
(4)
|
ineffective controls over period end financial disclosure and reporting processes; and
|
(5)
|
ineffective controls over the recordation of certain revenue transactions.
|
●
|
establish and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
|
●
|
prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
|
●
|
maintain various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider trading in our common stock;
|
●
|
involve and retain to a greater degree outside counsel and accountants in the above activities;
|
●
|
maintain a comprehensive internal audit function; and
|
●
|
maintain an investor relations function.
|
·
|
$7,858 per month from August 1, 2013 to July 31, 2014;
|
·
|
$8,172 per month from August 1, 2014 to July 31, 2015; and
|
·
|
$8,499 per month from August 1, 2015 to July 31, 2016.
|
PRICE RANGES
|
||||||||
QUARTER ENDED
|
HIGH
|
LOW
|
||||||
Fiscal Year Ended January 31, 2014
|
||||||||
January 31, 2014
|
$
|
0.50
|
$
|
0.26
|
||||
October 31, 2013
|
$
|
0.50
|
$
|
0.35
|
||||
July 31, 2013
|
$
|
0.65
|
$
|
0.22
|
||||
April 30, 2013
|
$
|
0.44
|
$
|
0.22
|
||||
Fiscal Year Ended January 31, 2013
|
||||||||
January 31, 2013
|
$
|
0.58
|
$
|
0.08
|
||||
October 31, 2012
|
$
|
0.18
|
$
|
0.13
|
||||
July 31, 2012
|
$
|
0.28
|
$
|
0.14
|
||||
April 30, 2012
|
$
|
0.35
|
$
|
0.24
|
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(A)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(B)
|
Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column A)
(C)
|
|||||||||
Equity compensation plans approved by shareholders
|
-
|
$
|
-
|
-
|
||||||||
Equity compensation plans not approved by shareholders
|
17,160,000
|
0.35
|
20,756,465
|
|||||||||
Total
|
17,160,000
|
$
|
0.35
|
20,756,465
|
January 31, 2014
|
January 31, 2013
|
Increase / (Decrease)
|
||||||||||
Working Capital
|
$
|
1,606,350
|
$
|
(667,292)
|
$
|
2,273,642
|
||||||
Cash
|
$
|
857,122
|
$
|
-
|
$
|
857,122
|
1)
|
Increase our turn rate (velocity) within existing distribution while strategically looking for new stores to expand into.
|
2)
|
Focus on building brand awareness to drive that growth.
|
3)
|
Capitalize on our relationship with Mother-Parkers, both from a revenue and innovations perspective.
|
4)
|
Continue building our ancillary businesses such as our international distribution and Office Coffee Service (OCS) program locally.
|
Year Ended January 31
|
||||||||
2014
|
2013
|
|||||||
Net cash provided by (used in) operating activities
|
$
|
1,341,814
|
$
|
(968,920)
|
||||
Net cash provided by (used in) investing activities
|
$
|
(430,128)
|
$
|
(81,512)
|
||||
Net cash (used in) provided by financing activities
|
$
|
(54,564)
|
$
|
214,554
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements;
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
|
(1)
|
lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;
|
(2)
|
inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;
|
(3)
|
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements;
|
(4)
|
ineffective controls over period end financial disclosure and reporting processes; and
|
(5)
|
ineffective controls over the recordation of certain revenue transactions.
|
Fiscal Year Ended January 31, | ||||||||
2014 |
2013
|
|||||||
Audit fees
(1)
|
$ | 87,500 | $ | 46,505 | ||||
Audit-related fees
(2)
|
-0- | -0- | ||||||
Tax fees
(3)
|
10,423 | 29,133 | ||||||
All other fees
|
-0- | -0- | ||||||
Total fees
|
$ | 97,923 | $ | 75,638 |
(1)
|
Audit fees include professional services rendered for the audit and/or reviews of our financial statements and in connection with statutory and regulatory filings or engagements.
|
|
(2)
|
Audit-related fees include assurance and related services that were reasonably related to the performance of the audit or review of our financial statements that are not included under footnote (1) above.
|
|
(3)
|
Tax fees include professional services relating to preparation of the annual tax return.
|
(1)
|
All financial statements
|
Index to Consolidated Financial Statements
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2 | |
Balance Sheets as of January 31, 2014 and 2013
|
F-3 | |
Statements of Operations for the years ended January 31, 2014 and 2013
|
F-4 | |
Statements of Stockholders’ Equity for the years ended January 31, 2014 and 2013
|
F-5 | |
Statements of Cash Flows for the years ended January 31, 2014 and 2013
|
F-6 | |
Notes to Consolidated Financial Statements
|
F-7 |
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits required by Item 601 of Regulation S-K
|
JAMMIN JAVA CORP.
|
|
By:
/s/ Brent Toevs
|
|
Brent Toevs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: May 16, 2014
|
By:
/s/ Anh Tran
|
|
Anh Tran
|
|
President, Chief Operating Officer, Secretary and Treasurer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date: May 16, 2014
|
Signature
|
Title
|
Date
|
||
/s/ Brent Toevs
|
Chief Executive Officer
|
May 16, 2014
|
||
Brent Toevs
|
(Principal Executive Officer)
|
|||
Director
|
||||
/s/ Anh Tran
|
President, Chief Operating Officer,
|
May 16, 2014
|
||
Anh Tran
|
Secretary and Treasurer
|
|||
(Principal Financial Officer and
|
||||
Principal Accounting Officer)
|
||||
Director
|
||||
/s/ Rohan Marley
|
Chairman of the Board of Directors
|
May 16, 2014
|
||
Rohan Marley
|
Exhibit
Number
|
Description
|
|
2.1
|
Asset Purchase Agreement with BikeCaffe Franchising Inc. (December 4, 2013)(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Commission on December 10, 2013)
|
|
3.1
|
Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed April 1, 2014)
|
|
3.2
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed April 1, 2014)
|
|
3.3
|
Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form8-K filed March 12, 2008)
|
|
3.4
|
Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed September 17, 2009)
|
|
4.1
|
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 2005)
|
|
4.2
|
2011 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed August 10, 2011)
|
|
4.3
|
Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Form S-8/A Registration Statement filed October 17, 2013)
|
|
4.4
|
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
|
|
4.5
|
2013 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed October 17, 2013)
|
|
10.1
|
Trademark License Agreement, dated as of March 31, 2010, by and between Marley Coffee, LLC and the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed May 17, 2011)
|
|
10.2**
|
Supply and Toll Agreement, dated as of April 28, 2010, between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
|
|
10.3
|
Exclusive Sales and Marketing Agreement, dated as of April 25, 2011, by and between National Coffee Service & Vending and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
|
|
10.4
|
Share Issuance Agreement, dated as of December 22, 2010, between Straight Path Capital and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2011)
|
|
10.5**
|
First Amendment to Supply and Toll Agreement, dated as of May 12, 2011, by and between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
|
10.6
|
Amendment to Trademark License Agreement, dated as of August 5, 2011, by and between Marley Coffee, LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.7
|
Consulting Agreement, dated as of August 6, 2011, by and between Shane Whittle and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.8
|
Grant of Contractor Stock Option, dated as of August 11, 2011, from the Company to Shane Whittle(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A filed August 11, 2011)
|
|
10.9
|
Jammin Java Corp. Equity Compensation Plan(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.10
|
Employment Agreement, dated as of August 5, 2011, by and between Anh Tran and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.11
|
Employment Agreement, dated as of August 8, 2011, by and between Brent Toevs and the Company (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.12
|
Grant of Employee Stock Option dated as of August 5, 2011, from the Company to Anh Tran (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.13
|
Grant of Employee Stock Option, dated as of August 5, 2011, from the Company to Rohan Marley(incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.14
|
Grant of Employee Stock Option, dated as of August 10, 2011, from the Company to Brent Toevs (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed August 10, 2011)
|
|
10.15**
|
Roasting and Distribution Agreement, dated as of January 1, 2012, by and between the Company and Canterbury Coffee Corporation, (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed May 14, 2012)
|
|
10.16
|
Credit Agreement, dated as of July 19, 2012, by and between the Company and TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
|
10.17
|
Revolving Note ($350,000) issued by the Company to TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
|
10.18
|
Security Agreement dated July 29, 2012, by and between the Company and TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
|
10.19
|
Investment Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
10.20
|
Registration Rights Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
|
10.21
|
Securities Purchase Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 2, 2012)
|
|
10.22
|
License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012 (incorporated by reference to Exhibit 10.7 of the Company’s Amended Report on Form 10-Q/A, filed on October 4, 2012)
|
|
10.23
|
Form of Subscription Agreement (August 2013 Offering) (incorporated by reference to Exhibit 10.23 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
|
|
10.24
|
Amended and Restated Employment Agreement with Brent Toevs (August 2013) (incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
|
|
10.25
|
Amended and Restated Employment Agreement with Anh Tran (August 2013) (incorporated by reference to Exhibit 10.25 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
|
|
10.26
|
Lease Agreement (June 2013) – 4730 Tejon Street, Denver, Colorado 80211 (incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
|
|
10.27*
|
Asset Purchase Agreement between the Company and Black Rock Beverage Services, LLC (August 2013)
|
|
10.28*
|
Form of Subscription Agreement July/August 2013 Offering
|
|
10.29*
|
Form of Common Stock Purchase Warrant Agreement July/August 2013 Offering
|
|
14.1
|
Code of Ethical Business Conduct, adopted March 31, 2014 (incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K filed April 1, 2014)
|
|
21.1*
|
List of Subsidiaries
|
|
23.1*
|
Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
|
|
31.1*
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2*
|
Certification of the Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1****
|
Certifications of the Principal Executive Officer and the Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
99.1**** | Press Release dated May 16, 2014 | |
101.INS***
|
XBRL Instance Document
|
|
101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets as of January 31, 2014 and January 31, 2013
|
F-3
|
Statements of Operations for the Years Ended January 31, 2014 and January 31, 2013
|
F-4
|
Statements in Changes of Stockholders' Equity for the Years Ended January 31, 2014 and January 31, 2013
|
F-5
|
Statements of Cash Flows for the Years Ended January 31, 2014 and January 31, 2013
|
F-6
|
Notes to Financial Statements
|
F-7
|
January 31,
|
January 31,
|
|||||||
2014
|
2013
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
857,122
|
$
|
-
|
||||
Restricted cash
|
-
|
65,382
|
||||||
Accounts receivable, net
|
1,085,947
|
415,721
|
||||||
Notes receivable - related party
|
2,724
|
-
|
||||||
Inventory
|
354,932
|
-
|
||||||
Prepaid expenses
|
1,163,914
|
173,264
|
||||||
Other current assets
|
41,430
|
24,387
|
||||||
Total Current Assets
|
3,506,069
|
678,754
|
||||||
Property and equipment, net
|
440,194
|
19,705
|
||||||
License agreement
|
657,001
|
705,667
|
||||||
Intangible assets
|
47,525
|
-
|
||||||
Deferred financing costs
|
-
|
43,490
|
||||||
Other assets
|
15,716
|
-
|
||||||
Goodwill
|
88,162
|
-
|
||||||
Total Assets
|
$
|
4,754,667
|
$
|
1,447,616
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
1,181,510
|
$
|
762,663
|
||||
Payable to Ironridge in common shares
|
369,589
|
-
|
||||||
Accounts payable - related party
|
-
|
2,258
|
||||||
Accrued expenses
|
123,856
|
92,586
|
||||||
Accrued royalty and other expenses - related party
|
219,799
|
30,073
|
||||||
Bank Overdraft
|
-
|
8,931
|
||||||
Notes payable - Related party
|
-
|
9,454
|
||||||
Secured promissory note - net of discount of $-0- and $29,925, respectively
|
-
|
320,075
|
||||||
Notes payable
|
4,965
|
-
|
||||||
Derivative liability
|
-
|
120,006
|
||||||
Total Current Liabilities
|
1,899,719
|
1,346,046
|
||||||
Total Liabilities
|
1,899,719
|
1,346,046
|
||||||
Stockholders' Equity:
|
||||||||
Common stock, $.001 par value, 5,112,861,525 shares authorized; 104,085,210 and 79,373,546 shares issued and outstanding, as of January 31, 2014 and January 31, 2013, respectively
|
103,166
|
79,377
|
||||||
Additional paid-in-capital
|
16,514,630
|
7,081,011
|
||||||
Accumulated deficit
|
(13,762,848)
|
(7,058,818)
|
||||||
Total Stockholders' Equity
|
2,854,948
|
101,570
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
4,754,667
|
$
|
1,447,616
|
Year Ended January 31,
|
||||||||
2014
|
2013 | |||||||
Revenue:
|
$
|
6,077,956
|
$
|
1,820,945
|
||||
Discounts and allowances
|
(433,745
|
) |
(4,513
|
) | ||||
Net revenue
|
5,644,211
|
1,816,432
|
||||||
Cost of sales:
|
||||||||
Cost of sales products
|
4,940,546
|
1,434,218
|
||||||
Total cost of sales
|
4,940,546
|
1,434,218
|
||||||
Gross Profit
|
$
|
703,665
|
$
|
382,214
|
||||
Operating Expenses:
|
||||||||
Compensation and benefits
|
2,298,951
|
2,437,786
|
||||||
Selling and marketing
|
182,251
|
262,230
|
||||||
General and administrative
|
2,762,485
|
1,463,511
|
||||||
Impairment of license
|
-
|
36,000
|
||||||
Total operating expenses
|
5,243,687
|
4,199,527
|
||||||
Other income (expense):
|
||||||||
Other expense (Including loss on settlement of liabilities of $2,130,993
|
(2,055,584
|
) |
(50,460
|
) | ||||
Interest expense
|
(108,424
|
) |
(150,180
|
) | ||||
Total other income (expense)
|
(2,164,008
|
) |
(200,640
|
) | ||||
Net Loss
|
$
|
(6,704,030
|
) |
$
|
(4,017,953
|
) | ||
Net loss per share:
|
||||||||
Basic and diluted loss per share
|
$
|
(0.07
|
) |
$
|
(0.05
|
) | ||
Weighted average common shares outstanding - basic and diluted
|
93,430,025
|
77,338,169
|
||||||
Common Stock
|
Common Stock
|
|||||||||||
Shares
|
Amount
|
Shares To Be Issued |
Paid-In Capital
|
Accumulated Deficit |
Totals
|
|||||||
Balance, January 31, 2012
|
76,744,150
|
76,744
|
-
|
4,708,487
|
(3,040,865)
|
1,744,366
|
||||||
Issuance of common stock for services
|
2,629,396
|
2,633
|
-
|
366,332
|
-
|
368,965
|
||||||
Stock based compensation
|
-
|
-
|
-
|
2,006,192
|
-
|
2,006,192
|
||||||
Net loss
|
-
|
-
|
-
|
-
|
(4,017,953)
|
(4,017,953)
|
||||||
Balance, January 31, 2013
|
79,373,546
|
79,377
|
-
|
7,081,011
|
(7,058,818)
|
101,570
|
||||||
Issuance of common stock for services
|
3,505,914
|
3,505
|
-
|
1,340,697
|
-
|
1,344,202
|
||||||
Issuance of common stock for cash
|
647,137
|
647
|
-
|
245,353
|
-
|
246,000
|
||||||
Issuance of common stock for acquisitions
|
250,000
|
408
|
158,039
|
170,710
|
-
|
171,118
|
||||||
Shares issued to Ironridge for debt extinguishment
|
19,877,591
|
19,129
|
-
|
6,591,535
|
-
|
6,610,664
|
||||||
Cancellation of TCA shares
|
(588,235)
|
-
|
-
|
(100,000)
|
-
|
(100,000)
|
||||||
Exercise of stock options
|
100,000
|
100
|
50,000
|
23,900
|
-
|
24,000
|
||||||
Option expense | - | - | - | 1,161,424 | - | 1,161,424 | ||||||
Shares issued for consulting services and subsequently rescinded (1)
|
919,257 | - | - | - | - | - | ||||||
Net loss
|
-
|
-
|
-
|
-
|
(6,704,030)
|
(6,704,030)
|
||||||
Balance, January 31, 2014
|
104,085,210
|
103,166
|
208,039
|
16,514,630
|
(13,762,848)
|
2,854,948
|
Year Ended January 31,
|
||||||||
2014
|
2013
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$
|
(6,704,030)
|
$
|
(4,017,953)
|
||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Common stock issued for services
|
1,344,202
|
368,964
|
||||||
Common stock issued to Ironridge for debt extinguishment
|
(394,799)
|
-
|
||||||
Shared-based employee compensation
|
1,161,424
|
2,006,192
|
||||||
Depreciation
|
32,421
|
6,327
|
||||||
Amortization of license agreement
|
42,147
|
24,333
|
||||||
Amortization of intangible assets
|
8,894
|
-
|
||||||
Amortization of debt discount and deferred financing costs
|
43,490
|
91,980
|
||||||
Loss on settlement of liabilities
|
2,130,993
|
|||||||
Impairment of license
|
-
|
36,000
|
||||||
Changes in:
|
||||||||
Accounts receivable
|
(670,226)
|
(380,938)
|
||||||
Notes receivable - related party
|
(2,724)
|
-
|
||||||
Inventory and inventory in transit
|
(279,276)
|
-
|
||||||
Prepaid expenses and other current assets
|
(1,007,693)
|
16,865
|
||||||
Other assets - long term
|
(15,716)
|
-
|
||||||
Accounts payable
|
5,562,906
|
742,436
|
||||||
Accounts payable - related party
|
(2,258)
|
-
|
||||||
Accrued expenses
|
31,270
|
7,936
|
||||||
Accrued royalty and other expenses - related party
|
189,726
|
-
|
||||||
Bank Overdraft
|
(8,931)
|
8,931
|
||||||
Derivative liability
|
(120,006)
|
120,006
|
||||||
Net cash provided by (used in) operating activities
|
1,341,814
|
(968,921)
|
||||||
Cash Flows From Investing Activities:
|
||||||||
Purchases of property and equipment
|
(445,510)
|
(16,129)
|
||||||
Acquisition of business, net of cash received | (50,000) | - | ||||||
Restricted cash
|
65,382
|
(65,382)
|
||||||
Net cash (used in) investing activities
|
(430,128)
|
(81,511)
|
||||||
Cash Flows From Financing Activities:
|
||||||||
Common stock issued for cash
|
246,000
|
-
|
||||||
Exercise of stock options
|
24,000
|
-
|
||||||
Repayment on notes payable - related party
|
(11,825)
|
(44,192)
|
||||||
Advances from related parties
|
2,371
|
2,371
|
||||||
Repayment on promissory note
|
(350,000)
|
350,000
|
||||||
Payment of financing costs
|
-
|
(63,700)
|
||||||
Financing on short term debt
|
34,890
|
(29,925)
|
||||||
Net cash (used in) provided by financing activities
|
(54,564)
|
214,554
|
||||||
Net change in cash
|
857,122
|
(835,878)
|
||||||
Cash at beginning of period
|
-
|
835,878
|
||||||
Cash at end of period
|
$
|
857,122
|
$
|
-
|
||||
Supplemental Cash Flow Information:
|
||||||||
Cash paid for interest
|
$
|
54,103
|
$
|
54,103
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Non-Cash Transactions:
|
||||||||
Financed insurance policy
|
$
|
12,414
|
$
|
-
|
||||
Extinguishment of debt for stock
|
$
|
4,749,260
|
$
|
-
|
||||
Common stock issued for acquisitions
|
$
|
171,118
|
$
|
-
|
·
|
Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
|
|
·
|
Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
|
|
·
|
Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.
|
Bike Caffe Franchising, Inc.
|
||||
Tangible Assets Acquired
|
||||
Current Assets
|
||||
WIP & Inventory
|
$ | 75,656 | ||
Fixed Assets - Property and Equipment,net
|
7,400 | |||
Total Tangible Assets
|
$ | 83,056 | ||
Intangible Assets Acquired
|
||||
Customer Base
|
15,000 | |||
Trade-Name/Marks
|
20,800 | |||
Non-Compete
|
14,100 | |||
Total Intangible Assets Acquired
|
$ | 49,900 | ||
Goodwill
|
7,044 | |||
Total Consideration Acquired
|
$ | 140,000 |
Black Rock Beverage Services, Inc.
|
||||
Intangible Assets Acquired
|
81,118 | |||
Total Consideration Acquired
|
$ | 81,118 |
January 31, 2014
|
January 31, 2013
|
|||||||
Equipment
|
$
|
217,005
|
$
|
13,400
|
||||
Computers
|
52,205
|
14,418
|
||||||
Furniture
|
60,145
|
-
|
||||||
Leasehold improvements
|
151,373
|
-
|
||||||
480,728
|
27,818
|
|||||||
Less Accumulated depreciation
|
40,534
|
8,113
|
||||||
$
|
440,194
|
$
|
19,705
|
|
January 31, |
January 31,
|
||||||
|
2014 |
2013
|
||||||
Finished Goods - Coffee
|
$ | 354,932 | $ | - | ||||
$ | 354,932 | $ | - |
|
January 31, |
January 31,
|
||||||
|
2014 |
2013
|
||||||
Grocery retail clients
|
$ |
771,359
|
$
|
404,468 | ||||
Online clients
|
35,539 | 11,253 | ||||||
Other foodservice clients
|
279,049 | - | ||||||
$ |
1,085,947
|
$
|
415,721
|
(1)
|
The Company entered into an Asset Purchase Agreement to sell all its interests in its Branding Development and Business Plan Development to MCL;
|
(2)
|
The Company assigned the Farm Lease Agreement that it had previously entered into with Rohan Marley relating to farm land located in Jamaica and all of the related leasehold improvements to MCL; and
|
(3)
|
The Company agreed to issue to MCL 10 million shares of the Company’s common stock as follows:
|
•
|
1 million shares upon the execution of the MCL Trademark License Agreement on March 31, 2010; and;
|
•
|
1 million shares on each anniversary of the execution of the MCL Trademark License Agreement for the following nine years through March 31, 2019.
|
January 31,
|
||||||||
2014
|
2013
|
|||||||
License Agreement
|
$
|
730,000
|
$
|
730,000
|
||||
Accumulated amortization
|
(72,999)
|
(24,333)
|
||||||
License Agreement, net
|
$
|
657,001
|
$
|
705,667
|
Years Ended January 31,
|
||||||||
2014
|
2013
|
|||||||
License Agreement
|
$
|
(48,666)
|
$
|
(24,333)
|
||||
Total License Agreement Amortization Expense
|
$
|
(48,666)
|
$
|
(24,333)
|
Years Ending January 31,
|
||||
2015
|
$
|
48,667
|
||
2016
|
48,667
|
|||
2017
|
48,667
|
|||
2018
|
48,667
|
|||
2019
|
48,667
|
|||
Thereafter
|
413,666
|
|||
Total
|
$
|
657,001
|
|
January 31,
|
January 31,
|
||||||
|
2014
|
2013
|
||||||
Non refundable deposit-coffee supplier
|
$ | 1,004,198 | $ | - | ||||
Prepaid consulting services
|
159,716 | 173,264 | ||||||
Total
|
$ | 1,163,914 | $ | 173,264 |
|
·
|
776,414 shares in exchange for services from six vendors providing finance, business development, investor relations and other services valued at $354,352.
|
|
·
|
195,801 shares in exchange for services with a director of the Company valued at $57,500.
|
|
·
|
2,533,699 shares in exchange for services with four executives/employees valued at $932,350.
|
|
·
|
647,137 shares in exchange for $246,000 in cash.
|
|
·
|
100,000 shares in exchange for $16,000 in cash for the exercise of stock options.
|
|
·
|
408,039 shares as consideration for acquisitions valued at $171,118.
|
|
·
|
19,877,591 shares for extinguishment of accounts payable and purchase of inventory and legal and accounting services valued at $6,610,664.
|
Weighted Average
|
|||||||||
Number of
|
Weighted Average
|
Remaining Contract
|
|||||||
Shares
|
Exercise Price
|
Term (# years)
|
|||||||
Outstanding at February 1, 2012
|
7,200,000
|
$
|
-
|
|
|||||
Granted
|
6,233,333
|
0.40
|
|
||||||
Exercised
|
-
|
-
|
|
||||||
Forfeited and canceled
|
(4,033,333)
|
-
|
|
||||||
Outstanding at January 31, 2013
|
9,400,000
|
$
|
0.40
|
4.79
|
|||||
Exercisable at January 31, 2013
|
400,000
|
$
|
0.26
|
4.96
|
|||||
|
|
|
|||||||
Outstanding at February 1, 2013
|
9,400,000
|
$
|
0.26
|
|
|||||
Granted
|
7,960,000
|
0.45
|
|
||||||
Exercised
|
(100,000)
|
0.16
|
|
||||||
Forfeited and canceled
|
-
|
-
|
|
||||||
Outstanding at January 31, 2014
|
17,260,000
|
$
|
0.35
|
4.23
|
|||||
Exercisable at January 31, 2014
|
4,985,833
|
$
|
0.30
|
3.77
|
January 31,
|
January 31,
|
|||||||
2014
|
2013
|
|||||||
Federal income tax benefit
|
$
|
2,053,743
|
$
|
1,232,000
|
||||
State income tax benefit
|
597,533
|
352,000
|
||||||
Less change in valuation allowance
|
(2,651,276)
|
(1,584,000
|
)
|
|||||
Provision for income taxes
|
$
|
-
|
$
|
-
|
January 31,
|
January 31,
|
|||||||
2014
|
2013
|
|||||||
Deferred tax asset attributable to:
|
||||||||
Compensatory stock options
|
$
|
1,640,309
|
$
|
1,122,000
|
||||
Net operating loss carryforward
|
3,644,967
|
1,512,000
|
||||||
Less valuation allowance
|
(5,285,276
|
)
|
(2,634,000
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
January 31,
|
January 31,
|
|||||||
2014
|
2013
|
|||||||
Federal income taxes at 34%
|
$
|
(2,279,370)
|
$
|
(1,352,000)
|
||||
State income tax, net of federal benefit
|
(398,219)
|
(232,000)
|
||||||
Tax effect on non-deductible expenses and credits
|
26,313
|
-
|
||||||
Increase in valuation allowance
|
2,651,276
|
1,584,000
|
||||||
$
|
-
|
$
|
-
|
·
|
From the date of Stipulation #1 until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $10,000,000 (“Calculation Period #1”), Ironridge was to retain that number of shares of Common Stock of Initial Issuance #1 (“Final Amount #1”) with an aggregate value equal to (a) $1,068,631 (105% of Claim Amount #1), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #1 (which closing price was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #1, less $0.01 per share (“Share Price #1”).
|
·
|
If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or a daily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge could request that the Company reserve and issue additional shares of Common Stock (“True Up Shares”), provided that no additional shares of common stock were requested.
|
·
|
At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount #1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additional shares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation.
|
·
|
From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for the aggregate trading volume of the Common Stock to exceed $20,000,000 (“Calculation Period #2”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance #2 (“Final Amount #2”) with an aggregate value equal to (a) $1,278,058 (105% of Claim Amount #2), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closing price was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #2, less $0.01 per share (“Share Price #2”) a
nd (b) the positive difference, if any, between (i) $1,019,390 divided by 80% of the average of the lowest five lowest
volume weighted average prices
during Calculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five
volume weighted average prices
during the period from March 4, 2013 to May 24, 2013
.
|
·
|
If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #2 shall be extended by one trading day.
|
·
|
At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.
|
·
|
From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for the aggregate trading volume of the Common Stock to exceed $50,000,000 (“Calculation Period #3”), Ironridge will retain that number of shares of Common Stock of Initial Issuance #3 (“Final Amount #3”) with an aggregate value equal to (a)(i) $2,624,340 (105% of Claim Amount #3), plus reasonable attorney’s fees and expenses, (ii) divided by 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3 (which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positive difference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during Calculation Period #3, and (B) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii) the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of shares otherwise owed pursuant to the foregoing.
|
·
|
If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #3 shall be extended by one trading day.
|
·
|
At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.
|
1 Year Jammin Java (PK) Chart |
1 Month Jammin Java (PK) Chart |
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