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Document and Entity Information

v2.4.0.8
Document and Entity Information (USD $)
 1 Months Ended
Jan. 31, 2014
Sep. 18, 2014
Jul. 31, 2013
Document And Entity Information      
Entity Registrant Name MamaMancini's Holdings, Inc.    
Entity Central Index Key 0001520358    
Document Type 10-K    
Document Period End Date Jan. 31, 2014    
Amendment Flag false    
Current Fiscal Year End Date --01-31    
Entity Current Reporting Status No    
Entity Well Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 12,524,616
Entity Common Stock, Shares Outstanding   25,807,376  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    

Consolidated Balance Sheets

v2.4.0.8
Consolidated Balance Sheets (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Assets:      
Cash $ 1,541,640 $ 1,741,935 $ 2,008,161
Accounts receivable, net 1,029,632 1,063,849 463,565
Inventories 159,829 112,279 76,570
Prepaid expenses 140,511 135,525 64,178
Due from manufacturer - related party 774,049 781,521 159,200
Deposit with manufacturer - related party 598,987 359,506 192,956
Total current assets 4,244,648 4,194,615 2,964,630
Property and equipment, net 978,027 929,496 17,451
Debt issuance costs, net 46,264      
Total Assets 5,268,939 5,124,111 2,982,081
Liabilities:      
Accounts payable and accrued expenses 595,297 823,044 329,233
Line of credit 222,704    200,000
Total current liabilities 818,001 823,044 529,233
Commitments and contingencies         
Stockholders' Equity      
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding         
Common stock, $0.00001 par value; 250,000,000 shares authorized; 24,187,375, 24,187,375 and 20,054,000 shares issued and outstanding, respectively 242 242 201
Additional paid in capital 10,993,973 10,600,461 5,804,680
Common stock subscribed, $0.00001 par value; 833,333 and 533,333 shares, respectively 8 5   
Accumulated deficit (6,543,285) (6,299,641) (3,352,033)
Total Stockholders' Equity 4,450,938 4,301,067 2,452,848
Total Liabilities and Stockholders' Equity $ 5,268,939 $ 5,124,111 $ 2,982,081

Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Financial Position [Abstract]      
Preferred stock, par value $ 0.00001 $ 0.00001 $ 0.00001
Preferred stock, shares authorized 20,000,000 20,000,000 20,000,000
Preferred stock, shares issued         
Preferred stock, shares outstanding         
Common stock, par value $ 0.00001 $ 0.00001 $ 0.00001
Common stock, shares authorized 250,000,000 250,000,000 250,000,000
Common stock, shares issued 24,187,375 24,187,375 20,054,000
Common stock, shares outstanding 24,187,375 24,187,375 20,054,000
Common stock subscribed, par value $ 0.00001 $ 0.00001 $ 0.00001
Common stock subscribed, shares 833,333 533,333   

Consolidated Statements of Operations

v2.4.0.8
Consolidated Statements of Operations (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Income Statement [Abstract]        
Sales - net of slotting fees and discounts $ 775,252 $ 770,239 $ 8,741,621 $ 4,582,845
Cost of sales 535,870 564,687 6,190,595 3,230,589
Gross profit 239,382 205,552 2,551,026 1,352,256
Operating expenses        
Research and development 8,477 1,110 19,408 68,372
General and administrative expenses 472,023 440,949 5,470,586 3,271,160
Total operating expenses 480,500 442,059 5,489,994 3,339,532
Loss from operations (241,118) (236,507) (2,938,968) (1,987,276)
Other income (expenses)        
Interest expense (2,526) (775) (8,640) (12,347)
Total other income (expense) (2,526) (775) (8,640) (12,347)
Net loss $ (243,644) $ (237,282) $ (2,947,608) $ (1,999,623)
Net loss per common share - basic and diluted $ (0.01) $ (0.01) $ (0.13) $ (0.12)
Weighted average common shares outstanding - basic and diluted 24,187,375 20,234,645 22,012,920 17,358,333

Consolidated Statement of Changes in Stockholders' Equity

v2.4.0.8
Consolidated Statement of Changes in Stockholders' Equity (USD $)
Common Stock [Member]
Additional Paid-In Capital [Member]
Common Stock Subscribed [Member]
Accumulated Deficit [Member]
Total
Beginning Balance at Dec. 31, 2011 $ 150 $ 1,401,573    $ (1,352,410) $ 49,313
Beginning Balance, shares at Dec. 31, 2011 15,000,000        
Common stock issued for cash 51 5,053,949       5,054,000
Common stock issued for cash, shares 5,054,000       5,054,000
Stock issuance costs    (1,088,964)       (1,088,964)
Warrants issued for services    438,122       438,122
Net loss          (1,999,623) (1,999,623)
Ending Balance at Dec. 31, 2012 201 5,804,680    (3,352,033) 2,452,848
Ending Balance, shares at Dec. 31, 2012 20,054,000        
Common stock issued for cash 33 4,999,967       5,000,000
Common stock issued for cash, shares 3,333,375        
Stock issuance costs   (1,604,000)     (1,604,000)
Common stock subscribed   799,995 5   800,000
Recapitalization 8 (295,008)     (295,000)
Recapitalization, shares 800,000        
Stock options issued for services   162,933     162,933
Warrants issued for services   731,894     731,894
Net loss       (2,947,608) (2,947,608)
Ending Balance at Dec. 31, 2013 242 10,600,461 5 (6,299,641) 4,301,067
Ending Balance, shares at Dec. 31, 2013 24,187,375        
Stock issuance costs   (102,166)     (102,166)
Common stock subscribed   449,997 3   450,000
Stock options issued for services   2,015     2,015
Warrants issued for services   43,666     43,666
Net loss       (243,644) (243,644)
Ending Balance at Jan. 31, 2014 $ 242 $ 10,993,973 $ 8 $ (6,543,285) $ 4,450,938
Ending Balance, shares at Jan. 31, 2014 24,187,375        

Consolidated Statement of Changes in Stockholders' Equity (Parenthetical)

v2.4.0.8
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Stockholders' Equity [Abstract]      
Common stock subscribed, shares 833,333 533,333   

Consolidated Statements of Cash Flows

v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $ (243,644) $ (237,282) $ (2,947,608) $ (1,999,623)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation 4,141 1,087 33,891 12,564
Amortization of debt issuance costs 1,322         
Share-based compensation 2,015    162,933   
Loss on disposition of fixed assets       15,343   
(Increase) Decrease in:        
Accounts receivable 34,217 (483,104) (600,284) 117,914
Inventory (47,550) 19,159 (35,709) 24,540
Prepaid expenses (4,986) (60,067) (71,347) 23,492
Due from manufacturer - related party 7,472 126,303 (622,321) (159,200)
Deposit with manufacturer - related party (239,481) 92,956 (166,550) (90,096)
Increase (Decrease) in:        
Accounts payable and accrued expenses (227,747) 141,700 410,054 46,739
Due to manufacturer - related party          (69,544)
Net Cash Used In Operating Activities (714,241) (399,248) (3,821,598) (2,093,214)
CASH FLOWS FROM INVESTING ACTIVITIES:        
Cash paid for machinery and equipment (52,672)    (877,522) (10,000)
Deposits on property and equipment          (8,288)
Cash paid for acquisition of shell company    (295,000) (295,000)   
Loans to related party       (30,000)   
Related party loans repaid      30,000   
Net Cash Used In Investing Activities (52,672) (295,000) (1,172,522) (18,288)
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issuance of common stock       5,000,000 5,054,000
Stock issuance costs (58,500)    (872,106) (650,842)
Proceeds from common stock subscribed 450,000    800,000   
Debt issuance costs (47,586)        
Proceeds from credit line, net 222,704    150,000   
Repayment of credit line       (350,000) (300,000)
Net Cash Provided By Financing Activities 566,618    4,727,894 4,103,158
Net Increase (Decrease) in Cash (200,295) (694,248) (266,226) 1,991,656
Cash - Beginning of Period 1,741,935 2,008,161 2,008,161 16,505
Cash - End of Period 1,541,640 1,313,913 1,741,935 2,008,161
Cash Paid During the Period for:        
Income taxes            
Interest 8,640 12,347 8,640 12,347
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Stock issuance costs paid in the form of warrants 43,166 43,166 731,894 438,122
Machinery and equipment purchased on account       $ 83,757   

Nature of Operations and Basis of Presentation

v2.4.0.8
Nature of Operations and Basis of Presentation
 1 Months Ended
Jan. 31, 2014
Nature Of Operations And Basis Of Presentation  
Nature of Operations and Basis of Presentation

Note 1 - Nature of Operations and Basis of Presentation

 

Nature of Operations

 

MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

 

Current Business of the Company

 

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, and other similar meats and sauces. The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

 

Mergers

 

On January 24, 2013, the Company, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and 800,000 shares of common stock and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company.

 

The consolidated financial statements presented for all periods through and including January 31, 2014 are those of MamaMancini’s. As a result of this Merger, the equity sections of MamaMancini’s for all prior periods presented reflect the recapitalization described above and are consistent with the January 31, 2014 balance sheet presented for the Company.

 

Since the transaction is considered a reverse acquisition and recapitalization, the presentation of pro-forma financial information was not required.

 

Basis of Presentation

 

The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

v2.4.0.8
Summary of Significant Accounting Policies
 1 Months Ended
Jan. 31, 2014
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

 

Change of Year End

 

Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year-end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2013 would not be material.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

 

Risks and Uncertainties

 

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

 

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

 

Cash

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at January 31, 2014, December 31, 2013 or December 31, 2012.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of January 31, 2014, December 31, 2013 and December 31, 2012, the Company had reserves of $2,000.

 

Inventories

 

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2014 and December 31, 2013 and 2012:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Finished goods   $ 159,829     $ 112,279     $ 76,570  
                         

 

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
Leasehold improvements   3-10 years
Vehicles   3-5 years

 

Fair Value of Financial Instruments

 

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

 

Stock Issuance Costs

 

Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the one month ended January 31, 2014 and the years ended December 31, 2013 and 2012 were $102,166, $1,604,000 and $1,088,964, respectively.

 

Research and Development

 

Research and development is expensed as incurred. Research and development expenses for one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012 were $8,477, $1,110, $19,408 and $68,372, 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:

 

    One Month Ended January 31, 2014     One Month Ended January 31, 2013     Year Ended December 31, 2013     Year Ended December 31, 2012  
Gross Sales   $ 796,177     $ 846,741     $ 9,282,562     $ 4,948,254  
Less: Slotting, Discounts, Allowances     20,925       76,502       540,941       365,409  
Net Sales   $ 775,252     $ 770,239     $ 8,741,621     $ 4,582,845  

 

Cost of Sales

 

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.

 

Advertising

 

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012 were $232,481, $184,468, $2,440,424 and $1,460,000, 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 Statement of Operations. For the one month ended January 31, 2014 and 2013, share based compensation amounted to $45,681 and $0, respectively. Of the $45,681 recorded for the one month ended January 31, 2014, $43,666 was a direct cost of a stock offering and has been recorded as a reduction in additional paid in capital. For the years ended December 31, 2013 and 2012, share based compensation amounted to $894,827 and $438,122, respectively. Of the $894,827 and $438,122 recorded for the year ended December 31, 2013 and 2012, $731,894 and $438,122 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital.

 

For the one month ended January 31, 2014, when computing fair value of share based payments, the Company has considered the following variables:

 

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used was 1.64%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used was 193%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

 

For the one month ended January 31, 2013, there were no share based payments.

 

For the year ended December 31, 2013, when computing fair value of share based payments, the Company has considered the following variables:

 

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.68%-1.71%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 144%-193%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

 

For the year ended December 31, 2012, when computing fair value of share based payments, the Company has considered the following variables:

    

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.61%-1.01%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● Given the Company was privately held, expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 128%-147%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

 

Earnings Per Share

 

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The Company had the following potential common stock equivalents at January 31, 2014:

 

Common stock subscribed     833,333  
Common stock warrants, exercise price range of $1.00-$1.50     922,067  
Common stock options, exercise price of $1.00     434,177  
Total common stock equivalents     2,189,577  

 

The Company had the following potential common stock equivalents at December 31, 2013:

 

Common stock subscribed     533,333  
Common stock warrants, exercise price range of $1.00-$1.50     892,067  
Common stock options, exercise price of $1.00     428,845  
Total common stock equivalents     1,854,245  

 

The Company had the following potential common stock equivalents at December 31, 2012:

 

Common stock warrants, exercise price range of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,404  

 

Since the Company reflected a net loss during the one month ended January 31, 2014 and 2013 and for the years ended December 31, 2013 and 2013, 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. 

 

Recent Accounting Pronouncements

 

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

 

The Company does not expect that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company.

Property and Equipment

v2.4.0.8
Property and Equipment
 1 Months Ended
Jan. 31, 2014
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 3 - Property and Equipment:

 

Property and equipment on January 31, 2014 and December 31, 2013 are as follows:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Machinery and Equipment   $ 993,639     $ 982,017     $ 39,627  
Leasehold Improvements     41,049       -       -  
      1,034,689       982,017       39,627  
Less: Accumulated Depreciation     56,662       52,521       22,176  
    $ 978,027     $ 929,496     $ 17,451  

 

At January 31, 2014, December 31, 2013 and 2012, fixed assets in the amount of $826,340, $826,340 and $0, were not in service, respectively.

 

Depreciation expense charged to income for the one month ended January 31, 2014 and 2013 amounted to $4,141 and $1,087, respectively. Depreciation expense charged to income for the years ended December 31, 2013 and 2012 amounted to $33,891 and $12,564, respectively.

 

During the year ended December 31, 2013, a vehicle with an original cost of $18,889 and adjusted basis of $15,343 was raffled off during a marketing & promotion campaign.

Investment in Meatball Obsession, LLC

v2.4.0.8
Investment in Meatball Obsession, LLC
 1 Months Ended
Jan. 31, 2014
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. At December 31, 2011 the investment was brought down to $0 due to losses incurred by MO. Based on the below ownership interests, this investment is currently accounted for using the cost method of accounting.

 

During 2013 the Company’s ownership interest in MO fell to 15.8% due to dilution.

 

At January 31, 2014 the Company’s ownership interest in MO was 15.8%.

Related Party Transactions

v2.4.0.8
Related Party Transactions
 1 Months Ended
Jan. 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 - Related Party Transactions

 

Supply Agreement

 

On March 1, 2010, the Company entered into a five year agreement with a Manufacturer (the “Manufacturer”) who is a related party. The Manufacturer is owned by the CEO and President of the Company. Under the terms of the agreement, the Company grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The Manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date.

 

Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the Company.

 

During the one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, the Company purchased substantially all of its inventory from the Manufacturer. At January 31, 2014, December 31, 2013 and 2012, the Company has a deposit on inventory in the amount of $598,987, $359,506 and $192,956, respectfully, to this Manufacturer.

 

Meatball Obsession, LLC

 

A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC.

 

Due from Manufacturer – Related Party

 

During the month ended January 31, 2014 and the year ended December 31, 2013 and 2012, the Manufacturer received payments on behalf of the Company for the Company’s customer invoices and the Manufacturer incurred expenses on behalf of the Company for shared administrative expenses and salary expenses. 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. At January 31, 2014 and December 31, 2013 and 2012 the amount due from the Manufacturer is as follows:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Customer receipts collected by Manufacturer on behalf of Company   $ 575,255     $ 575,255     $ 301,447  
Loan to Manufacturer     450,000       450,000       -  
Shared expenses paid by Manufacturer on behalf of the Company     (251,206 )     (243,734 )     (142,247 )
Due from Manufacturer   $ 774,049     $ 781,521     $ 159,200  
                         

Line of Credit

v2.4.0.8
Line of Credit
 1 Months Ended
Jan. 31, 2014
Debt Disclosure [Abstract]  
Line of Credit

Note 6 - Line of Credit

 

On October 13, 2010 the Company signed a revolving note (the “Note”) with Provident Bank (the “Bank”) for $1,000,000. The available balance of this Note was reduced to $400,000 and extended to September 1, 2013. The outstanding balance accrues interest at a variable rate of 1.00% over the Wall Street Journal prime rate with a floor of 4.50% per annum. (Starting July 2013 the interest rate floor increased to 5%) Interest is payable monthly and the rate as of December 31, 2012 was 4.50%.

 

Advances are limited to 80% of eligible receivables (75 days from invoice) and 35% of finished goods inventory (Starting July 2013 advances are limited to 70% of eligible receivables). Inventory advances shall be capped at $250,000. Concentrations from any one customer exceeding 30% of total accounts receivable will be excluded from the borrowing base availability. The note is secured by accounts receivable, inventory, financial instruments, equipment, general intangibles and investment property and personal and unconditional guarantees of two of the shareholders of the Company.

 

The balance outstanding on the revolving note at December 31, 2013 and 2012 was $0 and $200,000, respectively. On September 9, 2013 the Note was repaid and cancelled.

 

Effective January 3, 2014, the Company entered into a Sale and Security Agreement (the “Sale and Security Agreement”) with Faunus Group International, Inc. (“FGI”) to provide for a $1.5 million secured demand credit facility backed by its receivables and inventory (the “FGI Facility”). The Sale and Security Agreement has an initial three year term (the “Original Term”) and shall be extended automatically for an additional one year for each succeeding term unless written notice of termination is given by either party at least sixty days prior to the end of the Original Term or any extension thereof. The Company and certain of its affiliates also entered into guarantees to guarantee the performance of the obligations under the Sale and Security Agreement (the “Guaranty Agreements”). The Company also granted FGI a security interest in and lien upon all of the Company’s right, title and interest in and to all of its assets (as defined in the Sale and Security Agreement).

 

Pursuant to the FGI Facility, FGI can elect to purchase eligible accounts receivables (“Purchased Accounts”) up to 70% of the value of such receivables (retaining a 30% reserve). At FGI’s election, FGI may advance the Company up to 70% of the value of any Purchased Accounts, subject to the FGI Facility. Reserves retained by FGI on any Purchased Accounts are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The interest rate on advances or borrowings under the FGI Facility will be the greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate. Any advances or borrowings under the FGI Facility are due on demand.

 

The Company also agreed to pay to FGI monthly collateral management fees of 0.42% of the average monthly balance of Purchased Accounts. The minimum monthly net funds employed during each contract year hereof shall be $500,000. Additionally, the Company paid FGI a one-time facility fee equal to 1% of the FGI Facility upon entry into the Sale and Security Agreement.

 

As of January 31, 2014, the advances from the factor, inclusive of fees, amounted to $222,704.

Concentrations

v2.4.0.8
Concentrations
 1 Months Ended
Jan. 31, 2014
Risks and Uncertainties [Abstract]  
Concentrations

Note 7 - Concentrations

 

Revenues

 

For the one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, the Company had the following concentrations of revenues with customers:

 

Customer   January 31, 2014     January 31, 2013     December 31, 2013     December 31, 2012  
A     18 %     11 %     14 %     15 %
B     15 %     19 %     18 %     11 %
C     *       54 %     17 %     35 %
D     10 %     *       14 %     *  
E     *       *       *       14 %

 

Cost of Sales

 

For the month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, the Company had the following concentrations of purchases from vendors:

 

Vendor   January 31, 2014     January 31, 2013     December 31, 2013     December 31, 2012  
A (Related Party)     100 %     100 %     100 %     99 %
                                 

 

Accounts Receivable

 

As of January 31, 2014 and December 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers:

 

Customer   January 31, 2014     December 31, 2013     December 31, 2012  
A     *       14 %     13 %
B     24 %     16 %     30 %
C     *       23 %     20 %

 

*These customers did not represent 10% or more of sales or accounts receivable as of the period end date.

Stockholders' Equity

v2.4.0.8
Stockholders' Equity
 1 Months Ended
Jan. 31, 2014
Equity [Abstract]  
Stockholders' Equity

Note 8 - Stockholders’ Equity

 

(A) Common Stock Transactions

 

2012

 

The Company issued 5,054,000 shares for cash proceeds of $5,054,000 ($1.00/share).

 

2013

 

As a result of the reverse merger (see Note 1) the Company had a deemed issuance of 800,000 shares of common stock.

 

From July 1, 2013 through December 31, 2013, the Company issued 3,333,375 shares of common stock to investors in exchange for $5,000,000 in proceeds in connection with the private placement of the Company’s stock.

 

Common Stock Subscribed

 

During January 2014, the Company sold 300,000 shares of common stock to investors in exchange for $450,000 in proceeds in connection with the private placement of the Company’s stock. As of January 31, 2014, the shares had not been issued.

 

In connection with the private placement the Company incurred fees of $102,166 consisting of $58,500 in cash and 30,000 warrants with a fair value of $43,666.

 

In December 2013, the Company sold 533,333 shares of common stock to investors in exchange for $800,000 in proceeds in connection with the private placement of the Company’s stock. As of January 31, 2014, the shares had not been issued.

 

In connection with the 2013 private placement the Company incurred fees of $1,604,000 consisting of $872,106 in cash and 386,666 warrants with a fair value of $731,894. 

 

(B) Options

 

The following is a summary of the Company’s option activity:

 

    Options     Weighted Average
Exercise Price		  
Outstanding – January 1, 2012     -     $ -  
Exercisable – January 1, 2012     -     $ -  
Granted     223,404     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2012     223,404     $ 1.00  
Exercisable – December 31, 2012     223,404     $ 1.00  
Granted     318,000     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2013     541,404     $ 1.00  
Exercisable – December 31, 2013     428,845     $ 1.00  
Granted     -     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – January 31, 2014     541,404     $ 1.00  
Exercisable – January 31, 2014     434,177     $ 1.00  

 

Options Outstanding     Options 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       541,404     3.76 years   $ 1.00     434,177   $ 1.00  

 

At January 31, 2014 and December 31, 2013 and 2012, the total intrinsic value of options outstanding and exercisable was $1,082,808, $812,106 and $0, respectively.

 

As of January 31, 2014, the Company has $2,015 in stock based compensation related to stock options that is yet to be vested. The weighted average expensing period of the unvested options is .7 years. 

 

(C) Warrants

 

The following is a summary of the Company’s warrant activity:

 

    Warrants     Weighted Average
Exercise Price		  
             
Outstanding – January 1, 2012     -     $ 1.00  
Exercisable – January 1, 2012     -     $ -  
Granted     505,400     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2012     505,400     $ 1.00  
Exercisable – December 31, 2012     505,400     $ 1.00  
Granted     386,667     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2013     892,067     $ 1.22  
Exercisable – December 31, 2013     892,067     $ 1.22  
Granted     30,000     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – January 31, 2014     922,067     $ 1.22  
Exercisable – January 31, 2014     922,067     $ 1.22  

 

 

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-$1.50     922,067     3.98 years   $ 1.23     922,067   $ 1.22  

 

At January 31, 2014 and December 31, 2013 and 2012, the total intrinsic value of warrants outstanding and exercisable was $1,635,801, $1,144,767 and $0, respectively.

Commitments and Contingencies

v2.4.0.8
Commitments and Contingencies
 1 Months Ended
Jan. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9 - Commitments and Contingencies

 

Litigations, Claims and Assessments

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

 

Licensing and Royalty Agreements

 

On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

 

The term of the Agreement (the “Term”) shall consist of the Exclusive Term and the Non-Exclusive Term. The 12-month period beginning on each January 1 and ending on each December 31 is referred to herein as an “Agreement Year.”

 

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date, unless terminated or extended as provided herein. Licensor, at its option, may terminate the Exclusive Term by notice in writing to Licensee, delivered between the 60th and the 90th day following the end of any Agreement Year if, on or before the 60th day following the end of such Agreement Year, Licensee has not paid Licensor Royalties with respect to such Agreement Year at least equal to the minimum royalty (the “Minimum Royalty”) for such Agreement Year. Subject to the foregoing sentence, and provided Licensee has not breached this Agreement and failed to cure such breach in accordance herewith, Licensee may extend the Exclusive Term for an additional twenty five (25) years, by notice in writing to Licensor, delivered on or before the 50th anniversary of the Effective Date.

 

The Non-Exclusive Term begins upon expiration of the Exclusive Term and continues indefinitely thereafter, until terminated by Licensor due to a material breach hereof by Licensee that remains uncured after notice and opportunity to cure in accordance herewith, or until terminated by Licensee.

 

Either party may terminate this Agreement in the event that the other party materially breaches its obligations and fails to cure such material breach within sixty (60) days following written notice from the non-breaching party specifying the nature of the breach. The following termination rights are in addition to the termination rights provided elsewhere in the agreement

 

  ● Termination by Licensee - Licensee shall have the right to terminate this Agreement at any time on sixty (60) days written notice to Licensor. In such event, all moneys paid to Licensor shall be deemed non-refundable.

 

Under the terms of the Agreement the Company is required to pay quarterly royalty fees as follows:

 

During the Exclusive Term and the Non-Exclusive Term the Company will pay a royalty equal to the royalty rate (the “Royalty Rate”), multiplied by Company’s “Net Sales”. As used herein, “Net Sales” means gross invoiced sales of Products, directly or indirectly to unrelated third parties, less (a) discounts (including cash discounts), and retroactive price reductions or allowances actually allowed or granted from the billed amount (collectively “Discounts”); (b) credits, rebates, and allowances actually granted upon claims, rejections or returns, including recalls (voluntary or otherwise) (collectively, “Credits”); (c) freight, postage, shipping and insurance charges; (d) taxes, duties or other governmental charges levied on or measured by the billing amount, when included in billing, as adjusted for rebates and refunds; and (e) provisions for uncollectible accounts determined in accordance with reasonable accounting methods, consistently applied.

 

The Royalty Rate shall be: 6% of net sales up to $500,000 of net sales for each Agreement year; 4% of Net Sales from $500,000 up to $2,500,000 of Net Sales for each Agreement year; 2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year; and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

 

In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows:

 

Agreement Year   Minimum Royalty to be Paid
with Respect to Such Agreement Year		  
1st and 2nd   $ -  
3rd and 4th   $ 50,000  
5th, 6th and 7th   $ 75,000  
8th and 9th   $ 100,000  
10th and thereafter   $ 125,000  

 

The Company incurred $35,551 and $35,155 of royalty expenses for the one month ended January 31, 2014 and 2013, respectively. The Company incurred $203,031 and $134,121 of royalty expenses for the years ended December 31, 2013 and 2012, respectively. Royalty expenses are included in general and administrative expenses on the Consolidated Statement of Operations.

 

Agreements with Placement Agents and Finders

 

(A) December 1, 2011

 

The Company entered into a Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective December 1, 2011 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $6 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

 

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

 

Along with the above fees, the Company shall pay up to $40,000 for expenses incurred by Spartan in connection with this Financing, together with cost of background checks on the officers and directors of the Company.

 

During the year ended December 31, 2012 the Company paid to Spartan fees of $505,400 and issued Spartan 505,400 five year warrants with an exercise price of $1.00.

 

(B) May 2, 2013

 

The Company entered into a second Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective May 2, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

 

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and up to 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

 

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0mil-$5.0mil) outlined in the Spartan Advisory Agreement. On October 29, 2013 the Company entered into an amendment to the Agreement and the $10,000 monthly fee was cancelled.

 

During the year ended December 31, 2013 the Company paid to Spartan fees of $650,000 and issued Spartan 333,333 five year warrants with an exercise price of $1.50.

 

(C) October 22, 2013

 

The Company entered into a third Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective October 22, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act, for a minimum of twenty-four months from the date of the agreement, as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $2.5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

 

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

 

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 for the term of the agreement. Such monthly fee shall survive any termination of the Agreement.

 

During the year ended December 31, 2013 the Company paid to Spartan financing fees of $104,000 and issued Spartan 53,333 five year warrants with an exercise price of $1.50.

 

During the one month ended January 31, 2014 the Company paid to Spartan financing fees of $58,500 and issued Spartan 30,000 five year warrants with an exercise price of $1.50.

Income Tax Provision (Benefit)

v2.4.0.8
Income Tax Provision (Benefit)
 1 Months Ended
Jan. 31, 2014
Income Tax Disclosure [Abstract]  
Income Tax Provision (Benefit)

Note 10 - Income Tax Provision (Benefit)

 

The income tax provision (benefit) consists of the following:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Federal                        
Current   $ -     $ -     $ -  
Deferred     (81,819 )     (945,289 )     (599,149 )
State and Local                        
Current     -       -       -  
Deferred     (21,825 )     (361,363 )     -  
Change in valuation allowance     103,644       1,306,652       599,149  
Income tax provision (benefit)   $ -     $ -     $ -  

 

The Company has U.S. federal net operating loss carryovers (NOLs) of approximately $4.8M, $4.6M and $1.6M at January 31, 2014 and December 31, 2013 and 2012, respectively, available to offset taxable income through 2033. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. The Company also has New Jersey State Net Operating Loss carryovers of $4.8M, $4.6M and $1.6M at January 31, 2014 and December 31, 2013 and 2012, respectively, available to offset future taxable income through 2033.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the one month ended January 31, 2014 and the year ended December 31, 2013 and 2012, the change in the valuation allowance was $103,644, $1,306,652 and $599,149, respectively.

 

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

 

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the statement of operations. Penalties would be recognized as a component of “General and administrative.”

 

No interest or penalties on unpaid tax were recorded during the one month ended January 31, 2014 and the year ended December 31, 2013 and 2012, respectively. As of January 31, 2014 and December 31, 2013 and 2012, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

 

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

 

Deferred Tax Assets   One Month Ended
January 31, 2014		     Year Ended December 31, 2013     Year Ended December 31, 2012  
                   
Net operating loss carryovers   $ 2,044,894     $ 1,939,069     $ 599,149  
Total deferred tax assets   $ 2,044,894     $ 1,939,069     $ 599,149  
Valuation allowance     (2,009,445 )     (1,905,801 )     (599,149 )
Deferred tax asset, net of valuation allowance   $ 35,449     $ 33,268     $ -  

 

Deferred Tax Liabilities                  
                   
Other deferred tax liabilities     (35,449 )     (33,268 )     -  
Total deferred tax liabilities   $ (35,449 )   $ (33,268 )     -  
Net deferred tax asset (liability)   $ -     $ -     $ -  

  

The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:

 

    One Month Ended
January 31, 2014		     Year ended
December 31, 2013		     Year ended
December 31, 2012		  
                   
US Federal statutory rate     (34.00 )%     (34.00 )%     (34.00 )%
State income tax, net of federal benefit     (5.9 )     (5.9 )     (5.9 )
Deferred tax true-up     -       (6.8 )     -  
Change in valuation allowance     42.5       44.3       36.7  
Other permanent differences     (2.6 )     2.4       3.2  
Income tax provision (benefit)     - %     - %     - %

Subsequent Events

v2.4.0.8
Subsequent Events
 1 Months Ended
Jan. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

Note 11 - Subsequent Events

 

During March 2014, the Company sold 236,667 shares of common stock to investors in exchange for $355,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

 

In connection with the private placement the Company incurred fees of $80,536 consisting of $46,150 in cash and 23,667 warrants with a fair value of $34,386.

 

During April 2014, the Company sold 416,668 shares of common stock to investors in exchange for $625,001 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

 

In connection with the private placement the Company incurred fees of $141,791 consisting of $81,250 in cash and 41,667 warrants with a fair value of $60,541.

 

During May 2014, the Company sold 133,333 shares of common stock to investors in exchange for $200,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

 

In connection with the private placement the Company incurred fees of $82,796 consisting of $26,000 in cash and 17,333 warrants with a fair value of $56,796.

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
 1 Months Ended
Jan. 31, 2014
Accounting Policies [Abstract]  
Change of Year End

Change of Year End

 

Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year-end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2013 would not be material.
Use of Estimates

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.
Risks and Uncertainties

Risks and Uncertainties

 

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

 

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
Cash

Cash

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at January 31, 2014, December 31, 2013 or December 31, 2012.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.
Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of January 31, 2014, December 31, 2013 and December 31, 2012, the Company had reserves of $2,000.
Inventories

Inventories

 

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2014 and December 31, 2013 and 2012:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Finished goods   $ 159,829     $ 112,279     $ 76,570  
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
Leasehold improvements   3-10 years
Vehicles   3-5 years
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.
Stock Issuance Costs

Stock Issuance Costs

 

Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the one month ended January 31, 2014 and the years ended December 31, 2013 and 2012 were $102,166, $1,604,000 and $1,088,964, respectively.
Research and Development

Research and Development

 

Research and development is expensed as incurred. Research and development expenses for one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012 were $8,477, $1,110, $19,408 and $68,372, 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:

 

    One Month Ended January 31, 2014     One Month Ended January 31, 2013     Year Ended December 31, 2013     Year Ended December 31, 2012  
Gross Sales   $ 796,177     $ 846,741     $ 9,282,562     $ 4,948,254  
Less: Slotting, Discounts, Allowances     20,925       76,502       540,941       365,409  
Net Sales   $ 775,252     $ 770,239     $ 8,741,621     $ 4,582,845  
Cost of Sales

Cost of Sales

 

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.
Advertising

Advertising

 

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012 were $232,481, $184,468, $2,440,424 and $1,460,000, 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 Statement of Operations. For the one month ended January 31, 2014 and 2013, share based compensation amounted to $45,681 and $0, respectively. Of the $45,681 recorded for the one month ended January 31, 2014, $43,666 was a direct cost of a stock offering and has been recorded as a reduction in additional paid in capital. For the years ended December 31, 2013 and 2012, share based compensation amounted to $894,827 and $438,122, respectively. Of the $894,827 and $438,122 recorded for the year ended December 31, 2013 and 2012, $731,894 and $438,122 were direct costs of a stock offering and have been recorded as a reduction in additional paid in capital.

 

For the one month ended January 31, 2014, when computing fair value of share based payments, the Company has considered the following variables:

 

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used was 1.64%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used was 193%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

 

For the one month ended January 31, 2013, there were no share based payments.

 

For the year ended December 31, 2013, when computing fair value of share based payments, the Company has considered the following variables:

 

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.68%-1.71%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 144%-193%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

 

For the year ended December 31, 2012, when computing fair value of share based payments, the Company has considered the following variables:

    

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.61%-1.01%.
   
● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was $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 warrant term is the life of the warrant.
   
● Given the Company was privately held, expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 128%-147%.
   
● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.
Earnings Per Share

Earnings Per Share

 

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The Company had the following potential common stock equivalents at January 31, 2014:

 

Common stock subscribed     833,333  
Common stock warrants, exercise price range of $1.00-$1.50     922,067  
Common stock options, exercise price of $1.00     434,177  
Total common stock equivalents     2,189,577  

 

The Company had the following potential common stock equivalents at December 31, 2013:

 

Common stock subscribed     533,333  
Common stock warrants, exercise price range of $1.00-$1.50     892,067  
Common stock options, exercise price of $1.00     428,845  
Total common stock equivalents     1,854,245  

 

The Company had the following potential common stock equivalents at December 31, 2012:

 

Common stock warrants, exercise price range of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,404  

 

Since the Company reflected a net loss during the one month ended January 31, 2014 and 2013 and for the years ended December 31, 2013 and 2013, 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. 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

 

The Company does not expect that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company.

Summary of Significant Accounting Policies (Tables)

v2.4.0.8
Summary of Significant Accounting Policies (Tables)
 1 Months Ended
Jan. 31, 2014
Accounting Policies [Abstract]  
Schedule of Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at January 31, 2014 and December 31, 2013 and 2012:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Finished goods   $ 159,829     $ 112,279     $ 76,570  
Schedule of Property and Equipment Estimated Useful Lives

Asset lives for financial statement reporting of depreciation are:

 

Machinery and equipment   2-7 years
Leasehold improvements   3-10 years
Vehicles   3-5 years
Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction

Expenses such as slotting fees, sales discounts and allowances are accounted for as a direct reduction of revenues as follows:

 

    One Month Ended January 31, 2014     One Month Ended January 31, 2013     Year Ended December 31, 2013     Year Ended December 31, 2012  
Gross Sales   $ 796,177     $ 846,741     $ 9,282,562     $ 4,948,254  
Less: Slotting, Discounts, Allowances     20,925       76,502       540,941       365,409  
Net Sales   $ 775,252     $ 770,239     $ 8,741,621     $ 4,582,845  
Schedule of Common Stock Equivalents

The Company had the following potential common stock equivalents at January 31, 2014:

 

Common stock subscribed     833,333  
Common stock warrants, exercise price range of $1.00-$1.50     922,067  
Common stock options, exercise price of $1.00     434,177  
Total common stock equivalents     2,189,577  

 

The Company had the following potential common stock equivalents at December 31, 2013:

 

Common stock subscribed     533,333  
Common stock warrants, exercise price range of $1.00-$1.50     892,067  
Common stock options, exercise price of $1.00     428,845  
Total common stock equivalents     1,854,245  

 

The Company had the following potential common stock equivalents at December 31, 2012:

 

Common stock warrants, exercise price range of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,404  

Property and Equipment (Tables)

v2.4.0.8
Property and Equipment (Tables)
 1 Months Ended
Jan. 31, 2014
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment

Property and equipment on January 31, 2014 and December 31, 2013 are as follows:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Machinery and Equipment   $ 993,639     $ 982,017     $ 39,627  
Leasehold Improvements     41,049       -       -  
      1,034,689       982,017       39,627  
Less: Accumulated Depreciation     56,662       52,521       22,176  
    $ 978,027     $ 929,496     $ 17,451  

Related Party Transactions (Tables)

v2.4.0.8
Related Party Transactions (Tables)
 1 Months Ended
Jan. 31, 2014
Related Party Transactions [Abstract]  
Schedule of Amount Due from Manufacturer

At January 31, 2014 and December 31, 2013 and 2012 the amount due from the Manufacturer is as follows:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Customer receipts collected by Manufacturer on behalf of Company   $ 575,255     $ 575,255     $ 301,447  
Loan to Manufacturer     450,000       450,000       -  
Shared expenses paid by Manufacturer on behalf of the Company     (251,206 )     (243,734 )     (142,247 )
Due from Manufacturer   $ 774,049     $ 781,521     $ 159,200  
                         

Concentrations (Tables)

v2.4.0.8
Concentrations (Tables)
 1 Months Ended
Jan. 31, 2014
Risks and Uncertainties [Abstract]  
Schedule of Revenue

For the one month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, the Company had the following concentrations of revenues with customers:

 

Customer   January 31, 2014     January 31, 2013     December 31, 2013     December 31, 2012  
A     18 %     11 %     14 %     15 %
B     15 %     19 %     18 %     11 %
C     *       54 %     17 %     35 %
D     10 %     *       14 %     *  
E     *       *       *       14 %
Schedule of Cost of Sales

 

For the month ended January 31, 2014 and 2013 and the years ended December 31, 2013 and 2012, the Company had the following concentrations of purchases from vendors:

 

Vendor   January 31, 2014     January 31, 2013     December 31, 2013     December 31, 2012  
A (Related Party)     100 %     100 %     100 %     99 %
Schedule of Accounts Receivable

As of January 31, 2014 and December 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers:

 

Customer   January 31, 2014     December 31, 2013     December 31, 2012  
A     *       14 %     13 %
B     24 %     16 %     30 %
C     *       23 %     20 %

 

*These customers did not represent 10% or more of sales or accounts receivable as of the period end date.

Stockholders' Equity (Tables)

v2.4.0.8
Stockholders' Equity (Tables)
 1 Months Ended
Jan. 31, 2014
Equity [Abstract]  
Summary of Option Activity

The following is a summary of the Company’s option activity:

 

    Options     Weighted Average
Exercise Price		  
Outstanding – January 1, 2012     -     $ -  
Exercisable – January 1, 2012     -     $ -  
Granted     223,404     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2012     223,404     $ 1.00  
Exercisable – December 31, 2012     223,404     $ 1.00  
Granted     318,000     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2013     541,404     $ 1.00  
Exercisable – December 31, 2013     428,845     $ 1.00  
Granted     -     $ 1.00  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – January 31, 2014     541,404     $ 1.00  
Exercisable – January 31, 2014     434,177     $ 1.00  
Summary of Option Outstanding and Exercisable

 

Options Outstanding     Options 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       541,404     3.76 years   $ 1.00     434,177   $ 1.00  
Schedule of Warrants Activity

The following is a summary of the Company’s warrant activity:

 

    Warrants     Weighted Average
Exercise Price		  
             
Outstanding – January 1, 2012     -     $ 1.00  
Exercisable – January 1, 2012     -     $ -  
Granted     505,400     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2012     505,400     $ 1.00  
Exercisable – December 31, 2012     505,400     $ 1.00  
Granted     386,667     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – December 31, 2013     892,067     $ 1.22  
Exercisable – December 31, 2013     892,067     $ 1.22  
Granted     30,000     $ 1.50  
Exercised     -     $ -  
Forfeited/Cancelled     -     $ -  
Outstanding – January 31, 2014     922,067     $ 1.22  
Exercisable – January 31, 2014     922,067     $ 1.22  
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-$1.50     922,067     3.98 years   $ 1.23     922,067   $ 1.22  

Commitments and Contingencies (Tables)

v2.4.0.8
Commitments and Contingencies (Tables)
 1 Months Ended
Jan. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Royalty Minimum Payment by Preceding Agreement Year

In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows:

 

Agreement Year   Minimum Royalty to be Paid
with Respect to Such Agreement Year		  
1st and 2nd   $ -  
3rd and 4th   $ 50,000  
5th, 6th and 7th   $ 75,000  
8th and 9th   $ 100,000  
10th and thereafter   $ 125,000  

Income Tax Provision (Benefit) (Tables)

v2.4.0.8
Income Tax Provision (Benefit) (Tables)
 1 Months Ended
Jan. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Provision for Income Tax

The income tax provision (benefit) consists of the following:

 

    January 31, 2014     December 31, 2013     December 31, 2012  
Federal                        
Current   $ -     $ -     $ -  
Deferred     (81,819 )     (945,289 )     (599,149 )
State and Local                        
Current     -       -       -  
Deferred     (21,825 )     (361,363 )     -  
Change in valuation allowance     103,644       1,306,652       599,149  
Income tax provision (benefit)   $ -     $ -     $ -  
Schedule of Deferred Tax Assets

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

 

Deferred Tax Assets   One Month Ended
January 31, 2014		     Year Ended December 31, 2013     Year Ended December 31, 2012  
                   
Net operating loss carryovers   $ 2,044,894     $ 1,939,069     $ 599,149  
Total deferred tax assets   $ 2,044,894     $ 1,939,069     $ 599,149  
Valuation allowance     (2,009,445 )     (1,905,801 )     (599,149 )
Deferred tax asset, net of valuation allowance   $ 35,449     $ 33,268     $ -  

 

Deferred Tax Liabilities                  
                   
Other deferred tax liabilities     (35,449 )     (33,268 )     -  
Total deferred tax liabilities   $ (35,449 )   $ (33,268 )     -  
Net deferred tax asset (liability)   $ -     $ -     $ -  
Schedule of Effective Income Tax Rate Reconciliation

The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:

 

    One Month Ended
January 31, 2014		     Year ended
December 31, 2013		     Year ended
December 31, 2012		  
                   
US Federal statutory rate     (34.00 )%     (34.00 )%     (34.00 )%
State income tax, net of federal benefit     (5.9 )     (5.9 )     (5.9 )
Deferred tax true-up     -       (6.8 )     -  
Change in valuation allowance     42.5       44.3       36.7  
Other permanent differences     (2.6 )     2.4       3.2  
Income tax provision (benefit)     - %     - %     - %

Nature of Operations and Basis of Presentation (Details Narrative)

v2.4.0.8
Nature of Operations and Basis of Presentation (Details Narrative) (USD $)
 0 Months Ended
Jan. 24, 2013
Nature Of Operations And Basis Of Presentation  
Number of shares issued in exchange for acquisition 20,054,000
Number of shares cancelled 103,408,000
Aggregate amount paid in cancellation to majority shareholders $ 295,000
Stock issued for consideration of common stock cancellation for majority shareholders 800,000

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]        
Cash equivalents $ 0   $ 0 $ 0
Accounts receivable reserves 2,000   2,000 2,000
Stock offering cost recorded 102,166   1,604,000 1,088,964
Research and development expense 8,477 1,110 19,408 68,372
Advertising expenses 232,481 184,468 2,440,424 1,460,000
Share based compensation 45,681 0 894,827 438,122
Reduction in additional paid in capital 45,681 43,666 731,894 438,122
Assumption risk-free interest rate of option in effect at the time of the grant 1.64%      
Assumption risk-free interest rate of option in effect at the time of the grant minimum     0.68% 0.61%
Assumption risk-free interest rate of option in effect at the time of the grant maximum     1.71% 1.01%
Expected common stock dividend rate $ 0   $ 0 $ 0
Expected volatility rate 193.00%      
Expected volatility rate, minimum     144.00% 128.00%
Expected volatility rate, maximum     193.00% 147.00%
Historical forfeiture rate for unvested stock option 0.00%   0.00% 0.00%

Summary of Significant Accounting Policies - Schedule of Inventories (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Inventories (Details) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]      
Finished goods $ 159,829 $ 112,279 $ 76,570

Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)
 1 Months Ended
Jan. 31, 2014
Minimum [Member] | Machinery And Equipment [Member]
  
Property and equipment estimated useful lives 2 years
Minimum [Member] | Leasehold Improvements [Member]
  
Property and equipment estimated useful lives 3 years
Minimum [Member] | Vehicles [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] | Leasehold Improvements [Member]
  
Property and equipment estimated useful lives 10 years
Maximum [Member] | Vehicles [Member]
  
Property and equipment estimated useful lives 5 years

Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]        
Gross Sales $ 796,177 $ 846,741 $ 9,282,562 $ 4,948,254
Less: Slotting, Discounts, Allowances 20,925 76,502 540,941 365,409
Net Sales $ 775,252 $ 770,239 $ 8,741,621 $ 4,582,845

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]      
Common stock subscribed, shares 833,333 533,333   
Common stock warrants 922,067 892,067 505,400
Common stock options 434,177 428,845 223,404
Total common stock equivalents 2,189,577 1,854,245 728,404

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical)

v2.4.0.8
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) (USD $)
 1 Months Ended 12 Months Ended 24 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2013
Common stock warrants, exercise price range       $ 1.00
Common stock options, exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00
Minimum [Member]
        
Common stock warrants, exercise price range $ 1.00 $ 1.00    
Maximum [Member]
        
Common stock warrants, exercise price range $ 1.50 $ 1.50    

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Fixed assets $ 826,340   $ 826,340 $ 0
Depreciation expense 4,141 1,087 33,891 12,564
Vehicle original cost 1,034,689   982,017 39,627
Adjustment basis of marketing promotion campaign price     15,343  
Vehicles [Member]
        
Vehicle original cost     $ 18,889  

Property and Equipment - Schedule of Property, Plant and Equipment (Details)

v2.4.0.8
Property and Equipment - Schedule of Property, Plant and Equipment (Details) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Abstract]      
Machinery and Equipment $ 993,639 $ 982,017 $ 39,627
Leasehold Improvements 41,049      
Property Plant And Equipment, Gross 1,034,689 982,017 39,627
Less: Accumulated Depreciation 56,662 52,521 22,176
Property, plant and equipment, net $ 978,027 $ 929,496 $ 17,451

Investment in Meatball Obsession, LLC (Details Narrative)

v2.4.0.8
Investment in Meatball Obsession, LLC (Details Narrative) (USD $)
 0 Months Ended
Dec. 31, 2011
Jan. 31, 2014
Meatball Obsession, LLC [Member]
Dec. 31, 2013
Meatball Obsession, LLC [Member]
Dec. 31, 2011
Meatball Obsession, LLC [Member]
Percentage of equity interest acquired in business combination        34.62%
Total investment in Meatball Obsession, LLC       $ 27,032
Reduction in investment due to losses in affiliates $ 0      
Reduction in ownership percentage   15.80% 15.80%  

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]      
Deposit in inventory with manufacturer $ 598,987 $ 359,506 $ 192,956

Related Party Transactions - Schedule of Amount Due from Manufacturer (Details)

v2.4.0.8
Related Party Transactions - Schedule of Amount Due from Manufacturer (Details) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]      
Customer receipts collected by Manufacturer on behalf of Company $ 575,255 $ 575,255 $ 301,447
Loan to Manufacturer 450,000 450,000   
Shared expenses paid by Manufacturer on behalf of the Company (251,206) (243,734) (142,247)
Due from Manufacturer $ 774,049 $ 781,521 $ 159,200

Line of Credit (Details Narrative)

v2.4.0.8
Line of Credit (Details Narrative) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jul. 31, 2013
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Jan. 03, 2014
Secured Demand Credit Facility Backed By Receivables and Inventory [Member]
Oct. 13, 2010
Provident Bank [Member]
Revolving note value             $ 1,000,000
Line of credit outstanding balance 400,000     0 200,000    
Line of credit maturity date Sep. 01, 2013            
Floor interest rate 4.50%            
Variable interest rate outstanding on line of credit 1.00%            
Interest rate during the period   5.00%     4.50%    
Percentage of advances in receivables 80.00% 70.00%          
Percentage of finished goods inventory 0.35            
Advance on inventory 250,000            
Concentrations percentage 30.00%            
Secured demand credit facility backed by its receivables and inventory           1,500,000  
Line of credit maturity, description

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.

            
Purchased eligible accounts receivables, percentage 70.00%            
Percentage of reserve on purchased eligible accounts receivables 30.00%            
Interest rate on advances or borrowings under the FGI Facility

The greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate.

            
Collateral management fees, percentage of average monthly balance of Purchased Accounts 0.42%            
Minimum monthly net funds employed during each contract year 500,000            
One-time facility fee, percentage of credit facility upon entry into Sale and Security Agreement 1.00%            
Proceeds from credit line, net $ 222,704      $ 150,000       

Concentrations - Schedule of Revenue (Details)

v2.4.0.8
Concentrations - Schedule of Revenue (Details)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Concentrations of Revenues 30.00%      
Customer A [Member]
        
Concentrations of Revenues 18.00% 11.00% 14.00% 15.00%
Customer B [Member]
        
Concentrations of Revenues 15.00% 19.00% 18.00% 11.00%
Customer C [Member]
        
Concentrations of Revenues    54.00% 17.00% 35.00%
Customer D [Member]
        
Concentrations of Revenues 10.00%    14.00%   
Customer E [Member]
        
Concentrations of Revenues          14.00%

Concentrations - Schedule of Cost of Sales (Details)

v2.4.0.8
Concentrations - Schedule of Cost of Sales (Details) (Vendor A [Member])
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Vendor A [Member]
        
A (Related Party) 100.00% 100.00% 100.00% 99.00%

Concentrations - Schedule of Accounts Receivable (Details)

v2.4.0.8
Concentrations - Schedule of Accounts Receivable (Details)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Customer A [Member]
      
Concentration of Accounts Receivable    [1] 14.00% 13.00%
Percentage of accounts receivable 10.00%    
Customer B [Member]
      
Concentration of Accounts Receivable 24.00% 16.00% 30.00%
Customer C [Member]
      
Concentration of Accounts Receivable    [1] 23.00% 20.00%
Percentage of accounts receivable 10.00%    
[1] These customers did not represent 10% or more of sales or accounts receivable as of the period end date.

Stockholders' Equity (Details Narrative)

v2.4.0.8
Stockholders' Equity (Details Narrative) (USD $)
 1 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Proceeds from issuance of common stock         $ 5,000,000 $ 5,054,000
Common stock issued cash, shares         5,054,000
Stock options exercise price $ 1.00   $ 1.00 $ 1.00 $ 1.00
Issuance of common stock shares in reverse merger       800,000  
Common stock shares issued in private placement     3,333,375    
Proceed from common stock shares issued in private placement     5,000,000    
Sold common shares       533,333  
Common stock invetors in exchange       800,000   
Stock issuance costs relating to private placement     1,604,000    
Stock issuance consisting cash 58,500      872,106 650,842
Number of warrants issued       386,666  
Warrants issued for services 43,666     731,894 438,122
Total intrinsic value of options outstanding and exercisable 1,082,808   812,106 812,106 0
Stock based compensation related to stock option 2,015        
Weighted average expensing period       7 years  
Total intrinsic value of warrants outstanding and exercisable 1,635,801   1,144,767 1,144,767 0
Investors [Member]
          
Sold common shares 300,000     533,333  
Common stock invetors in exchange 450,000     800,000  
Stock issuance costs relating to private placement 102,166     1,604,000  
Stock issuance consisting cash 58,500     872,106  
Number of warrants issued 30,000     386,666  
Warrants issued for services $ 43,666     $ 731,894  

Stockholders' Equity - Summary of Option Activity (Details)

v2.4.0.8
Stockholders' Equity - Summary of Option Activity (Details) (USD $)
 1 Months Ended 12 Months Ended 24 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2013
Equity [Abstract]        
Options Outstanding, Beginning balance 541,404 223,404      
Options Exercisable, Beginning balance 428,845 223,404      
Options, Granted    318,000 223,404  
Options, Exercised           
Options, Forfeited/Cancelled           
Options Outstanding, Ending balance 541,404 541,404 223,404 541,404
Options Exercisable, Ending balance 434,177 428,845 223,404 428,845
Options Outstanding, Weighted Average Exercise Price, Beginning balance $ 1.00 $ 1.00    
Options Exercisable, Weighted Average Exercise Price, Beginning balance $ 1.00 $ 1.00    
Weighted Average Exercise Price, Granted $ 1.00 $ 1.00 $ 1.00 $ 1.00
Weighted Average Exercise Price, Exercised          
Weighted Average Exercise Price, Forfeited/Cancelled          
Options Outstanding, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00 $ 1.00 $ 1.00
Options Exercisable, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00 $ 1.00 $ 1.00

Stockholders' Equity - Summary of Option Outstanding and Exercisable (Details)

v2.4.0.8
Stockholders' Equity - Summary of Option Outstanding and Exercisable (Details) (USD $)
 1 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Equity [Abstract]        
Range of exercise price $ 1.00      
Number of Options Outstanding 541,404 541,404 223,404   
Weighted Average Remaining Contractual Life (in years), Options Outstanding 3 years 9 months 4 days      
Weighted Average Exercise Price, Options Outstanding $ 1.00 $ 1.00 $ 1.00  
Number of Options Exercisable 434,177 428,845 223,404   
Weighted Average Exercise Price, Options Exercisable $ 1.00 $ 1.00 $ 1.00  

Stockholders' Equity - Schedule of Warrants Activity (Details)

v2.4.0.8
Stockholders' Equity - Schedule of Warrants Activity (Details) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Equity [Abstract]      
Warrants Outstanding, Beginning balance 892,067 505,400   
Warrants Exercisable, Beginning balance 892,067 505,400   
Warrants, Granted 30,000 386,667 505,400
Warrants, Exercised         
Warrants, Forfeited/Cancelled         
Warrants Outstanding, Ending balance 922,067 892,067 505,400
Warrants Exercisable, Ending balance 922,067 892,067 505,400
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance $ 1.22 $ 1.00 $ 1.00
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance $ 1.22 $ 1.00   
Weighted Average Exercise Price, Granted $ 1.50 $ 1.50 $ 1.50
Weighted Average Exercise Price, Exercised         
Weighted Average Exercise Price, Forfeited/Cancelled         
Warrants Outstanding, Weighted Average Exercise Price, Ending balance $ 1.22 $ 1.22 $ 1.00
Warrants Exercisable, Weighted Average Exercise Price, Ending balance $ 1.22 $ 1.22 $ 1.00

Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details)

v2.4.0.8
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) (USD $)
 1 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Equity [Abstract]        
Range of exercise price, lower limit $ 1.00      
Range of exercise price, higher limit $ 1.50      
Number of Warrants Outstanding 922,067      
Weighted Average Remaining Contractual Life (in Years) 3 years 11 months 23 days      
Weighted Average Exercise Price, Warrants Outstanding $ 1.23      
Number of Warrants Exercisable 922,067 892,067 505,400   
Weighted Average Exercise Price, Warrants Exercisable $ 1.22 $ 1.22 $ 1.00   

Commitments and Contingencies (Details Narrative)

v2.4.0.8
Commitments and Contingencies (Details Narrative) (USD $)
 1 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 1 Months Ended
Jan. 31, 2014
Jan. 31, 2013
Dec. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 01, 2011
Advisory Agreement One [Member]
Dec. 31, 2012
Advisory Agreement One [Member]
Spartan Capital Securities, LLC [Member]
May 02, 2013
Advisory Agreement Two [Member]
Dec. 31, 2013
Advisory Agreement Two [Member]
Spartan Capital Securities, LLC [Member]
Oct. 22, 2013
Advisory Agreement Three [Member]
Dec. 31, 2013
Advisory Agreement Three [Member]
Spartan Capital Securities, LLC [Member]
Oct. 22, 2013
Advisory Agreement Three [Member]
Spartan Capital Securities, LLC [Member]
Jan. 31, 2014
Advisory Agreement Four [Member]
Spartan Capital Securities, LLC [Member]
Jan. 31, 2014
Year 1 [Member]
Jan. 31, 2014
Year 2 [Member]
Jan. 31, 2014
Year 2 [Member]
Minimum [Member]
Jan. 31, 2014
Year 2 [Member]
Maximum [Member]
Jan. 31, 2014
Year 3 [Member]
Jan. 31, 2014
Year 3 [Member]
Minimum [Member]
Jan. 31, 2014
Year 3 [Member]
Maximum [Member]
Jan. 31, 2014
Year 4 [Member]
Percentage of royalty rate on net sales                           6.00% 4.00%     2.00%     1.00%
Royalty net sales                           $ 500,000   $ 500,000 $ 2,500,000   $ 2,500,000 $ 20,000,000 $ 20,000,000
Royalty expenses 35,551 35,155   203,031 134,121                                
Proceeds form private placements     5,000,000     6,000,000   5,000,000   2,500,000                      
Percentage of fee equal to aggregate gross proceeds           10.00%   10.00% 3.00% 10.00% 3.00%                    
Percentage of common stock issuable           10.00%   10.00%   10.00%                      
Payment of maximum amount paid for consideration of expenses incurred by Spartan             40,000   10,000   10,000                    
Spartan fee paid amount             505,400   650,000   104,000   58,500                
Number of warrants issued       386,666     505,400   333,333   53,333   30,000                
Warrants Remaining Contractual Life             5 years   5 years   5 years   5 years                
Warrants exercise price             $ 1.00   $ 1.50     $ 1.50 $ 1.50                
Spartan advisory agreement description              

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0 mil- $5.0 mil) outlined in the Spartan Advisory Agreement.

                          
Fees cancellation on agreement amendment                 $ 10,000                        

Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details)

v2.4.0.8
Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) (USD $)
 1 Months Ended
Jan. 31, 2014
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

Income Tax Provision (Benefit) (Details Narrative)

v2.4.0.8
Income Tax Provision (Benefit) (Details Narrative) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Valuation allowance $ 103,644 $ 1,306,652 $ 599,149
Domestic Tax Authority [Member]
      
Net operating loss carryforward 4,800,000 4,600,000 1,600,000
Net operating loss carry-forward expiration date 2033    
New Jersey State [Member]
      
Net operating loss carryforward $ 4,800,000 $ 4,600,000 $ 1,600,000
Net operating loss carry-forward expiration date 2033    

Income Tax Provision (Benefit) - Schedule of Provision for Income Tax (Details)

v2.4.0.8
Income Tax Provision (Benefit) - Schedule of Provision for Income Tax (Details) (USD $)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Federal current         
Federal deferred (81,819) (945,289) (599,149)
State and local current         
State and local deferred (21,825) (361,363)   
Change in valuation allowance 103,644 1,306,652 599,149
Income tax provision (benefit)         

Income Tax Provision (Benefit) - Schedule of Deferred Tax Assets (Details)

v2.4.0.8
Income Tax Provision (Benefit) - Schedule of Deferred Tax Assets (Details) (USD $)
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
Net operating loss carryovers $ 2,044,894 $ 1,939,069 $ 599,149
Total deferred tax assets 2,044,894 1,939,069 599,149
Valuation allowance (2,009,445) (1,905,801) (599,149)
Deferred tax asset, net of valuation allowance 35,449 33,268   
Other deferred tax liabilities (35,449) (33,268)   
Total deferred tax liabilities (35,449) (33,268)   
Net deferred tax asset (liability)         

Income Tax Provision (Benefit) - Schedule of Effective Income Tax Rate Reconciliation (details)

v2.4.0.8
Income Tax Provision (Benefit) - Schedule of Effective Income Tax Rate Reconciliation (details)
 1 Months Ended 12 Months Ended
Jan. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]      
US Federal statutory rate (34.00%) (34.00%) (34.00%)
State income tax, net of federal benefit (5.90%) (5.90%) (5.90%)
Deferred tax true-up    (6.80%)   
Change in valuation allowance 42.50% 44.30% 36.70%
Other permanent differences 2.60% 2.40% 3.20%
Income tax provision (benefit)         

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
 12 Months Ended 1 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Mar. 31, 2014
Subsequent Event [Member]
Private Placement One [Member]
Apr. 30, 2014
Subsequent Event [Member]
Private Placement Two [Member]
May 31, 2014
Subsequent Event [Member]
Private Placement Three [Member]
Common stock issued to investors, shares 533,333   236,667 41,668 133,333
Common stock issued to investors $ (800,000)    $ 355,000 $ 625,001 $ 200,000
Private Placement incurred fees     80,536 141,791 82,796
Payment of private placement in cash     46,150 81,250 26,000
Number of warrants issued 386,666   23,667 41,667 17,333
Fair value of issued warrants     $ 34,386 $ 60,541 $ 56,796