Attached files
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| EX-31.1 - JAMMIN JAVA CORP. | ex31-1.htm |
| EX-32.1 - JAMMIN JAVA CORP. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 000-52161
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JAMMIN JAVA CORP.
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(Exact name of small business issuer as specified in its charter)
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Nevada
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26-4204714
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification
No.)
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8200 Wilshire Blvd Suite 200, Beverly Hills, CA 90211
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(Address of principal executive offices)
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323-556-0746
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(Issuer's telephone number)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer “
(Do not check if a smaller reporting company)
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Smaller reporting company X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 98,910,594 common shares issued and outstanding as of September 16th, 2010.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
JAMMIN JAVA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
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July 31, 2010
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January 31, 2010
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ASSETS
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(Unaudited)
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Current assets
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Cash
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$ | 37,639 | $ | 27,513 | ||||
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Total current assets
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37,639 | 27,513 | ||||||
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Property and equipment, net
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924 | 1,294 | ||||||
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License agreement
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640,000 | - | ||||||
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Total assets
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$ | 678,563 | $ | 28,807 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current liabilities
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Accounts payable
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$ | 23,271 | $ | 6,973 | ||||
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Advances from related parties
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39,783 | 37,911 | ||||||
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Total current liabilities
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63,054 | 44,884 | ||||||
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Total liabilities
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63,054 | 44,884 | ||||||
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Commitments and Contingencies
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STOCKHOLDERS' EQUITY (DEFICIT):
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Common stock, $.001 par value, 5,112,861,525 shares authorized,
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98,910,594 shares issued and outstanding as of
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July 31, 2010 and January 31, 2010, respectively
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98,910 | 98,910 | ||||||
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Additional paid-in capital
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998,604 | 358,604 | ||||||
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Subscription receivable
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- | (50,000 | ) | |||||
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Deficit accumulated during the development stage
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(482,005 | ) | (423,591 | ) | ||||
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Total Stockholders' Equity (Deficit)
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615,509 | (16,077 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 678,563 | $ | 28,807 | ||||
See accompanying notes to financial statements.
F-1
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JAMMIN JAVA CORP.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF OPERATIONS
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Three and Six Months Ended July 31, 2010 and 2009
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And The Period from September 27, 2004 (Inception) through July 31, 2010
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(Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Inception
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Ended
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Ended
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Ended
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Ended
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through
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July 31, 2010
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July 31, 2009
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July 31, 2010
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July 31, 2009
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July 31, 2010
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Expenses:
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General and administrative
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$ | 33,964 | $ | 10,701 | $ | 58,414 | $ | 31,743 | $ | 395,792 | ||||||||||
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Farming cost
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- | 271 | - | 542 | 5,167 | |||||||||||||||
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Impairment of property and
equipment
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- | - | - | - | 81,046 | |||||||||||||||
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Net loss
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$ | (33,964 | ) | $ | (10,972 | ) | $ | (58,414 | ) | $ | (32,285 | ) | $ | (482,005 | ) | |||||
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Net loss per share:
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Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted average shares outstanding:
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Basic and diluted
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98,910,594 | 97,710,594 | 98,910,594 | 97,710,594 | ||||||||||||||||
See accompanying notes to financial statements.
F-2
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JAMMIN JAVA CORP.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF CASH FLOWS
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Six Months Ended July 31, 2010 and 2009
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And The Period from September 27, 2004 (Inception) through July 31, 2010
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(Unaudited)
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Six Months
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Six Months
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Inception
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Ended
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Ended
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through
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July 31, 2010
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July 31, 2009
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July 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (58,414 | ) | $ | (32,285 | ) | $ | (482,005 | ) | |||
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Adjustments to reconcile net loss to cash used by operating activities:
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Imputed interest on shareholder advance
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- | - | 1,004 | |||||||||
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Depreciation
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370 | 912 | 3,461 | |||||||||
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Impairment of property and equipment
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- | - | 81,046 | |||||||||
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Net change in:
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Prepaid expenses
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- | 5,600 | - | |||||||||
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Accounts payable
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16,298 | 5,875 | 23,271 | |||||||||
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(41,746 | ) | (19,898 | ) | (373,223 | ) | ||||||
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CASH FLOWS USED IN INVESTING ACTIVITIES
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Purchase of property and equipment
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- | (7,142 | ) | (85,431 | ) | |||||||
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CASH FLOWS USED IN INVESTING ACTIVITIES
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- | (7,142 | ) | (85,431 | ) | |||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advances from related parties
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1,872 | 20,258 | 39,783 | |||||||||
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Proceeds from sale of common stock
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50,000 | - | 456,510 | |||||||||
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CASH FLOWS PROVIDED BY FINANCING
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51,872 | 20,258 | 496,293 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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10,126 | (6,782 | ) | 37,639 | ||||||||
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Cash, beginning of period
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27,513 | 8,197 | - | |||||||||
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Cash, end of period
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$ | 37,639 | $ | 1,415 | $ | 37,639 | ||||||
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NON-CASH TRANSACTIONS
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Shares to be issued in consideration for license agreement
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$ | 640,000 | $ | - | $ | 640,000 | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION
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Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
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Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
See accompanying notes to financial statements.
F-3
JAMMIN JAVA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2010
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Jammin Java Corp. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year January 31, 2010, as reported in Form 10-K, have been omitted.
NOTE 2 – ASSET PURCHASE AND SALE AGREEMENT
On March 31, 2010 the Company entered into an asset purchase and sale agreement (the “Asset Agreement”) and Trade Mark License Agreement (the “License Agreement”) with Marley Coffee LLC (“MCL”), a private limited liability company of which one director of the Company and his family have a combined controlling interest. MCL owns “Marley Coffee” and related trademarks (the “Trademarks”). In accordance with the License Agreement, MCL grants to the Company a transferable sub-license for the worldwide rights to use the Trademarks for the licensed products.
Consideration for the license of the Trademarks is as follows:
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(1)
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The Company entered into the Asset Agreement to sell all its interests in the development of its previous branding and business plan to MCL;
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(2)
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The Company assigned the farm lease agreement to MCL and transferred to MCL all its interest in the farm lease agreement and leasehold improvements on the farm;
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(3)
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The Company will issue to MCL ten million (10,000,000) shares of common stock of the Company as follows:
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One Million (1,000,000) shares upon the execution of the License Agreement (not issued):
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One Million (1,000,000) shares on each anniversary of the execution of the License Agreement for the following nine years.
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The Company retained an independent evaluator for a valuation of the License Agreement and the consideration paid. The valuation factors taken into consideration by the evaluator included:
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the nature of the business and the history of the Company since inception;
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the economic outlook in general and the condition or outlook of the coffee industry;
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the book value of the business and the financial condition of the Company;
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the relief from royalty payments associated with using trademarks;
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the dividend-paying capacity of the Company;
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sales of stock and the size of the block of stock to be valued; and
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the market prices of securities of corporations engaged in the same or a similar line of business and actively traded in a free and open market, either on an exchange or over-the-counter basis.
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Based on the independent evaluator’s analysis, management estimated that the fair market value of this transaction was $640,000. The License Agreement has an indefinite life and is therefore not being amortized.
F-4
Management evaluated the carrying value of the license and determined that no impairment existed at July 31, 2010.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the six months ended July 31, 2010, a former director who resigned during the period advanced an additional $1,872 to the Company, increasing the amount owed to this former director at July 31, 2010 to $39,783. The advance is unsecured, non-interest bearing and has no specific terms of repayment.
During the six months ended July 31, 2010, Mr. Anh Tran, the Company’s President entered into a lease agreement on behalf of the Company for office space. The Company has been making monthly rent payments for the office in accordance with the amounts specified in the lease agreement. Because the lease is signed by Mr. Anh Tran, it is not a commitment of the Company’s. The Company made rent expense payments of $9,223 related to this arrangement.
NOTE 4 – SHARE CAPITAL
In December 2009 the Company issued 1,200,000 common shares at $0.075 per share for total proceeds of $90,000, of which $50,000 was received during the six months ended July 31, 2010.
On March 31, 2010 the Company signed the Asset Agreement with MCL to acquire a license agreement from MCL by agreeing to issue ten million shares of the Company’s common stock (Note 2). As at July 31, 2010 and the issuance date of these financial statements, these shares were not issued to MCL. The Company has valued the ten million shares at $640,000, as described in Note 2.
F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
As used in this quarterly report, the terms "we", "us", and "our company", mean Jammin Java Corp, unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.
Business History
The Company was incorporated on September 27, 2004 under its former name “Global Electronic Recovery Corp.” Our resident agent is Empire Stock Transfer of Nevada located at 2470 Saint Rose Parkway, Suite 304 Henderson, Nevada. Prior to February 25, 2008, we were engaged in the recycling of electronic waste in the city of Los Angeles, California. We commenced limited operations including a feasibility study and the search for an appropriate facility location. We also joined various recycling organizations to assist in the marketing of our recycling facility. As our management conducted due diligence on the electronic waste recycling industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders. In an effort to substantiate shareholder value, the Company then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.
On February 5, 2008 we incorporated a subsidiary named Marley Coffee Inc. On February 25, 2008 we changed our name from “Global Electronic Recovery Corp." to "Marley Coffee Inc." when we merged our subsidiary, Marley Coffee Inc., into our company.
Effective July 13, 2009, we changed our name from "Marley Coffee Inc." to “Jammin Java Corp.” when we merged our subsidiary, Jammin Java Corp., into our company. Our common stock was quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "JAMN" effective at the opening of the market on September 17, 2009.
Current Business Operations
Jammin Java
In July 2009, we decided to pursue the business of providing premium roasted coffee on a wholesale level to the service, hospitality, office coffee service (OCS) and big box store market. We also intend to develop a share of the category and create a leadership position by capitalizing on the success of the Marley name with a co-brand called “Jammin Java” by Rohan Marley. This will coincide with our strategy to create other lines of products under the Jammin Java brand. In addition, we intend to use this opportunity to take advantage of the strong increase in consumer demand towards sustainable coffee products by providing organic as well as fairly trade coffees for the above stated business verticals.
-2-
On March 31, 2010 we entered into an asset purchase and sale agreement (the “Asset Agreement”) and Trade Mark License Agreement (the “License Agreement”) with Marley Coffee LLC (“MCL”), a private limited liability company of which one of our directors and his family have a combined controlling interest. Jammin Java Corp and MCL are separate entities and should not be construed as the same.
MCL owns “Marley Coffee” and related trademarks (the “Trademarks”). In accordance with the License Agreement, MCL grants to us a transferable, sub-licensable, worldwide license to use the Trademarks for the licensed products.
The Company’s immediate future plans to utilize the license are to create, roast and distribute to the service, hospitality, office coffee service (OCS) and big box store market. The name of the initial line of the coffee is called the Lion’s Blend by Jammin Java and supported by Marley Coffee.
The consideration for the license of the Trademarks is as follows:
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(1)
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The Company entered into the Asset Agreement to sell all its interests in the development of its previous branding and business plan to MCL.
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(2)
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The Company assigns the farm lease agreement to MCL and transfers to MCL all its interest in the farm lease agreement and leasehold improvements on the farm.
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(3)
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The Company will issue to MCL ten million (10,000,000) shares of common stock of the Company as follows:
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One Million (1,000,000) shares upon the execution of the License Agreement (not yet issued); and
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An additional One Million (1,000,000) shares on each anniversary of the execution of the License Agreement for the following nine years.
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The Company retained an independent evaluator for an independent business valuation analysis of the License Agreement and the consideration paid. The valuation factors taken into consideration by the evaluator included:
-the nature of the business and the history of the Company since inception;
-the economic outlook in general and the condition or outlook of the coffee industry;
-the book value of the business and the financial condition of the Company;
-the relief from royalty payments associated with using trademarks;
-the dividend-paying capacity of the Company;
-sales of stock and the size of the block of stock to be valued; and
-the market prices of securities of corporations engaged in the same or a similar line of business and actively traded in a free and open market, either on an exchange or over- the-counter basis.
Based on their analysis, management estimated that the fair market value of this transaction was $640,000. The License Agreement has an indefinite life and therefore is not being amortized. Management evaluated the carrying value of the license and determined that no impairment existed at July 31, 2010.
Management of the Company has reviewed the valuation report and is satisfied that the report fairly values the transaction.
We entered into the License Agreement because we were of the view that Marley Coffee LLC is better positioned to continue developing the farm in a sustainable manner. The License Agreement also secures our rights to use the Trademarks. We also believed that the company would be better suited to focus on the service market, OCS, hospitality and big box market whereas MCL would focus on the high end retail market.
Our administrative office is located at 8200 Wilshire Blvd, Suite 200, Beverly Hills Ca, 90211, telephone 323-556-0746 and our registered statutory office is located at 2470 Saint Rose Parkway, Suite 304 Henderson, Nevada 89074. Our fiscal year end is January 31.
-3-
Properties
During the three months ended July 31, 2010, Anh Tran the Company’s President maintained an apartment lease which the Company has been making payments on. The lease is a commitment of Anh Tran; the Company is not responsible for the lease as the Company did not sign it, and its name does not appear anywhere on the lease.
Product Research and Development
We do not anticipate that we will expend any significant funds on research and development over the twelve months ending July 31, 2011.
Employees
We currently have no employees other than our officers. We are not a party to any collective bargaining agreements. We have not entered into any employment agreements with any of our executives. We anticipate that we will enter into employment agreements without officers when, and if, our revenue production justifies such agreements. We do not currently anticipate that we will hire any employees in the next three months, unless we successfully raise funds necessary to implement our business plan. From time-to-time, we anticipate that we will also use the services of independent contractors and consultants to support our business development. We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified technical and managerial personnel.
Purchase or Sale of Equipment
There was no purchase or sale of equipment during fiscal quarter.
Plan of Operations - Next 12 Months
We’ve commenced production of bag design, brand development and a new commercial website at jamminjavacoffee.com, which contains information we do not desire to be incorporated by reference herein. The Company has also initiated the process of filing for trademarks in North America, though the Company has not received trademarks. We have secured a office coffee services partner who is currently awaiting product completion. We anticipate generating revenues this upcoming quarter, of which can be no assurance.
Over the next twelve months we intend to use funds to commence marketing our service, leasehold improvements and for general and administrative expenditures, as follows:
Estimated Funding Required During the Next Twelve Months
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General and Administrative
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$ | 55,000 | ||
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Marketing/Advertising
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$ | 75,500 | ||
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Total
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$ | 130,500 |
Financial Condition, Liquidity and Capital Resources
Our principal capital resources have been through issuance of common stock and shareholder loans.
At July 31, 2010, there was a working capital deficit of $25,415
At July 31, 2010, our total assets were $678,563, which consisted of cash of $37,639, property and equipment of $924 and license agreement of $640,000.
At July 31, 2010, our total current liabilities were $63,054.
-4-
For the three months ended July 31, 2010, we incurred general and administrative expenditures of $33,964 and posted losses of $33,964. For the three months ending July 31, 2009 we incurred general and administrative expenditures of $10,701 and posted losses of $10,972. From inception to July 31, 2010, we incurred losses of $482,005. The principal components of the losses since inception through July 31, 2010 were administrative and impairment of farming assets.
For the six months ended July 31, 2010, we incurred general and administrative expenditures of $58,414 and posted losses of $58,414. For the six months ending July 31, 2009 we incurred general and administrative expenditures of $31,743 and posted losses of $32,285. From inception to July 31, 2010, we incurred losses of $482,005. The principal components of the losses since inception through July 31, 2010 were administrative and impairment of farming assets.
At July 31, 2010, we had cash on hand of $37,639. We will require additional financing before we can generate revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements. We have no agreements in place to do this at this time.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being July 31, 2010. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's president and chief executive officer. Based upon that evaluation, our Company's president and chief executive officer concluded that our Company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes to our internal controls over financial reporting during the most recent fiscal quarter.
-5-
PART II - OTHER INFORMATION
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Item 1. Legal Proceedings.
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We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. (Removed and Reserved)
None
Item 5. Other Information
None
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-B
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Exhibit Number
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Description
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3.1
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Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on August 3, 2005).
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3.2
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By-laws (incorporated by reference from our Registration Statement on Form SB-2, filed on February 4, 2003).
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4.1
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Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2, filed on August 3, 2005).
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31.1*
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Section 302 Certification
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32.1*
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Section 906 Certification
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* Filed herewith.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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JAMMIN JAVA CORP.
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/s/ Anh Tran
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Date: September 20, 2010
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Anh Tran, President, Treasurer and CEO (Principal Executive Officer and
Principal Accounting Officer).
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-6-