JAMMIN JAVA CORP. - FORM 10-Q - December 14, 2011

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EXCEL - IDEA: XBRL DOCUMENT - JAMMIN JAVA CORP.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - JAMMIN JAVA CORP.	v242939_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - JAMMIN JAVA CORP.	v242939_ex31-2.htm
EX-32 - EXHIBIT 32 - JAMMIN JAVA CORP.	v242939_ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - JAMMIN JAVA CORP.	v242939_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-52161

Jammin Java Corp.

(Exact name of registrant as specified in its charter)

Nevada		26-4204714
(State or other jurisdiction of		(IRS Employer Identification No.)
Incorporation or organization)

8200 Wilshire Blvd., Suite 200

Beverly Hills, CA 90211

(Address of principal executive offices

and zip code)

(323) 556-0746

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ 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.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ¨

At December 14, 2011, there were 76,744,150 shares of the issuer’s common stock outstanding.

Jammin Java Corp.

For the Three Months Ended October 31, 2011

INDEX

PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Balance Sheets as of October 31, 2011 (unaudited) and January 31, 2011	3

	Statements of Operations (unaudited) - For the three and nine months ended October 31, 2011 and 2010	4

	Statements of Cash Flows (unaudited) - For the nine months ended October 31, 2011 and 2010	5

	Notes to Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	28

Item 4.	(Removed and Reserved)	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

Signatures

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JAMMIN JAVA CORP.

BALANCE SHEETS

	October 31,
	2011			January 31,
	(unaudited)			2011
Assets
Current Assets:
Cash and cash equivalents	$	1,294,934		$	2,467
Accounts receivable		30,531			326
Prepaid expenses		158,247			211,130
Other current assets		7,820			6,707
Total Current Assets		1,491,532			220,630

Property and equipment, net		8,405			555
License agreement		766,000			640,000
Total Assets	$	2,265,937		$	861,185

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	35,348		$	24,060
Accrued expenses		10,084			0
Notes payable - related party		63,110			0
Advances from related parties		0			47,936
Notes payable - other		0			0
Total Current Liabilities		108,542			71,996

Total Liabilities		108,542			71,996

Stockholders' Equity (Deficit):
Common stock, $.001 par value, 5,112,861,525 shares authorized; 76,744,150 and 69,297,650 shares issued and outstanding, as of October 31, 2011 and January 31, 2011, respectively		76,745			69,298
Common stock to be issued, $.001 par value, 8,000,000 and 9,276,500 shares to be issued at October 31, 2011 and January 31, 2011, respectively		8,000			9,277
Additional paid-in-capital		4,207,323			1,285,440
Accumulated deficit		(2,134,673	)		(574,826	)
Total Stockholders' Equity (Deficit)		2,157,395			789,189

Total Liabilities and Stockholders' Equity (Deficit)	$	2,265,937		$	861,185

See accompanying notes to financial statements

JAMMIN JAVA CORP.

STATEMENTS OF OPERATIONS

Three and Nine Months Ended October 31, 2011 and 2010

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2011			2010			2011			2010

Revenue	$	126,786			0		$	198,483			0

Cost of sales:
Cost of sales products		96,231			0			165,706			0
Total cost of sales		96,231			0			165,706			0

Net revenue		30,555			0			32,777			0

Operating Expenses:
General and administrative		926,063			29,755			1,594,363			88,169
Total operating expenses		(926,063	)		(29,755	)		(1,594,363	)		(88,169	)

Other income (expense):
Interest income		940			0			1,910			0
Interest (expense)		(68	)		0			(171	)		0
Total other income (expense)		872			0			1,739			0

Net Loss	$	(894,636	)	$	(29,755	)	$	(1,559,847	)	$	(88,169	)


Net loss per share:
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)


Weighted average common shares outstanding - basic and diluted		76,744,150			98,910,594			73,601,187			98,910,594

See accompanying notes to financial statements

JAMMIN JAVA CORP.

STATEMENTS OF CASH FLOWS

Nine Months Ended October 31, 2011 and 2010

(Unaudited)

	Nine Months Ended
	October 31,
	2011			2010
Cash Flows From Operating Activities:
Net loss	$	(1,559,847	)	$	(88,169	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		21,900			0
Imputed interest on shareholder advance		0			0
Stock based compensation		446,153			0
Depreciation		1,367			555
Amortization of common stock for services		56,875			0
Impairment of property and equipment		0			0
Changes in:
Accounts receivable		(30,205	)		0
Prepaid expenses and other current assets		7,395			0
Accounts payable		11,288			8,229
Accrued expenses		10,084			0
Net cash used in operating activities		(1,034,990	)		(79,385	)

Cash Flows Used in Investing Activities:
Purchases of property and equipment		(9,217	)		0
Net cash used in investing activities		(9,217	)		0

Cash Flows From Financing Activities:
Advances from related parties		(47,936	)		1,872
Notes payable -related party		(62,890	)		0
Proceeds from sale of common shares		2,460,000			50,000
Financing on short term debt		(12,500	)		0
Net cash provided by financing activities		2,336,674			51,872

Net increase in cash and cash equivalents		1,292,467			(27,513	)
Cash and cash equivalents at beginning of period		2,467			27,513
Cash and cash equivalents at end of period	$	1,294,934		$	0

Supplemental Cash Flow Information:
Cash paid for interest	$	103		$	0
Cash paid for income taxes	$	0		$	0

Non-Cash Transactions:
Common shares issued for license acquisition		640,000			0
Financed insurance policy	$	12,500		$	0

See accompanying notes to financial statements

JAMMIN JAVA CORP.

NOTES TO FINANCIAL STATEMENTS

October 31, 2011

(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 latest Annual Report 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 that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Annual Report on Form 10-K have been omitted. The accompanying balance sheet at January 31, 2011 has been derived from the audited balance sheet at January 31, 2011 contained in such Form 10-K.

As used in this Quarterly Report, the terms “we,” “us,” “our,” and “Company” mean Jammin Java Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

Note 2. Business Overview and Summary of Accounting Policies

History of the Company. The Company was incorporated in Nevada on September 27, 2004 under its former name “Global Electronic Recovery Corp.” On October 23, 2007, our Board of Directors (the “Board”) approved a 22.723829 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock (the “2007 Forward Split”) and amended our Articles of Incorporation by the filing of a Certificate of Change with the Secretary of State of Nevada on September 11, 2007. As a result of the 2007 Forward Split, our authorized capital increased from 75,000,000 to 1,704,287,175 shares of common stock with a par value of $0.001 each.

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 formed and merged our then newly-formed subsidiary, Jammin Java Corp., into our Company and changed our name from “Marley Coffee Inc.” to “Jammin Java Corp.” Our common stock has, since September 17, 2009, been quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “JAMN.”

On January 10, 2010, the Board approved a three (3) for one (1) forward stock split of our authorized, issued and outstanding shares of common stock (the “2010 Forward Split” and, collectively with the 2007 Forward Split, the “Stock Splits”). We amended our Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State, effective on February 2, 2010. As a result, our authorized capital increased from 1,704,287,175 to 5,112,861,525 shares of common stock with a par value of $0.001 each.

Unless otherwise stated, the shares of common stock disclosed throughout this quarterly report have been retroactively reflected for the Stock Splits.

We operate as a United States (U.S.) based company providing premium roasted coffee on a wholesale level to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Through the use of distributor partnerships, we have the right to sell our gourmet coffee lines to gourmet, natural and independent grocery markets in the U.S., Canada, Mexico and the Caribbean.

Reclassifications. Certain prior year amounts have been reclassified to conform with the current year presentation for comparative purposes.

Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.

Development Stage. As of the second quarter of fiscal year 2011, the Company is no longer deemed a development stage enterprise because the Company is generating revenue from its planned principal operations and has obtained capital to conduct such operations for the next 12 months. Accordingly, the Company no longer presents its results of operations and cash flows from inception.

Fair Value of Financial Instruments. The carrying amount of the Company’s cash, accounts receivables, accounts payables, and accrued expenses approximates their estimated fair values due to the short-term maturities of those financial instruments.

The Company has adopted a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. In this valuation, the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and fair value is a market-based measurement and not an entity-specific measurement.

The Company utilizes the following hierarchy in fair value measurements:

Level 1 – Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less cash equivalents. At October 31, 2011, the Company invested approximately $1.3 million in a money market account with an average market yield of 0.25%. Interest income of $1,910 was recognized for the nine months ended October 31, 2011 in the Statements of Operations. As of October 31, 2011, the Company held no auction rate securities.

Revenue Recognition. All revenue is recognized when persuasive evidence of an arrangement exists, the service or sale is complete, the price is fixed or determinable and ability to collect is reasonably assured. Revenue is derived from the sale of coffee products and is recognized when the distributor reports sales to us after the coffee products are shipped and the ability to collect is reasonably assured.

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. Jammin Java provides reserves for accounts receivable when they become uncollectible. The Company has determined that no allowance for doubtful accounts is required at October 31, 2011.

Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years. Due to the Company’s lack of development on a farm and related assets that were assigned by the Company to Marley Coffee LLC (“MCL”) effective March 31, 2010 (see Note 4), management considered the farm and its related equipment to be impaired as of January 31, 2010 and an expense of $81,046 in 2010 was recognized for the period ended January 31, 2010.

Depreciation was $1,367 and $555 for the nine months ended October 31, 2011 and 2010 respectively.

Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement that was recorded at the estimated cost to acquire the asset (See Note 4). The license agreement is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of the license and determined that no impairment existed at October 31, 2011 or January 31, 2011.

Stock-Based Compensation. Pursuant to the provisions of FASB ASC 718-10, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee service, we utilize the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Common stock issued for services to non-employees is valued at the market value of the stock on the date of issuance. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account.

We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse.

The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share include the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the nine months ended October 31, 2011 and 2010 respectively and therefore, basic and diluted earnings per share for those periods are the same as all potential common equivalent shares would be anti-dilutive.

Recently Issued Accounting Pronouncements. There were various accounting standards and interpretations issued during 2011, none of which are expected to have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

Note 3 – Going Concern

These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company incurred a net loss of $ 1,559,847 for the nine months ended October 31, 2011, and has an accumulated deficit of $2,134,673 at October 31, 2011. In addition, the Company has a history of losses and has recently began to generate revenue as part of its planned principal operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of common stock. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity sales. Such sales may not be available or may not be available on reasonable terms. Management is trying to grow the existing business, but may need to raise additional capital through sales of common stock or convertible instruments as well as obtain financing from third parties. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations.

Note 4. Asset Purchase and Sale Agreement; Trademark License Agreement

On March 31, 2010, the Company entered into an asset purchase and sale agreement (the “Asset Purchase Agreement”) with MCL, a private limited liability company of which Rohan Marley, a Director of the Company, and his family has a combined controlling interest.

The Company also entered into a Trademark License Agreement (the “License Agreement”) with MCL, effective on March 31, 2010. Fifty Six Hope Road Music Limited, a Bahamas international business company (“Fifty Six Hope Road”), owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley p/k/a Bob Marley, including “Marley Coffee” (the “Trademark”). Fifty Six Hope Road granted a non-exclusive, terminable oral license to MCL to utilize the Trademark and further granted the right for MCL to grant to the Company a non-exclusive, terminable sub-license to use the Trademark. The consideration for the License Agreement was as follows:

(1)

The Company entered into the Asset Purchase Agreement to sell all its interests in its Branding Development and Business Plan Development to MCL;

(2)

The Company assigned an agreement entered into with Rohan Marley, proprietor of farmland and improvements thereon located in Jamaica (the “Farm”) to lease the Farm commencing February 15, 2008 (the “Farm Lease Agreement”) to MCL and transferred to MCL all its interest in the Farm Lease Agreement and leasehold improvements on the Farm;

(3)

The Company agreed to issue to MCL ten million (10,000,000) shares of common stock of the Company as follows:

•

One Million (1,000,000) shares upon the execution of the License Agreement, which shares were issued and delivered in December 2010; and

•

One Million (1,000,000) shares on each anniversary of the execution of the License Agreement for the following nine years.

On June 15, 2010, the Company retained DS Enterprises, Inc., an independent business valuation service (“DS Enterprises”), to provide financial advisory assistance in the accounting for the acquisition of the Trademark license , in accordance with FASB ASC Topic 820 guidelines, and to assist the Company in one or more of the following: (i) determining the Trademark value and (ii) determining the fair valuation of the consideration (common stock) provided for in the acquisition using income, market and cost-oriented methods according to FASB ASC Topic 820. According to the valuation report dated June 19, 2010, the following factors were taken into consideration by DS Enterprises:

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 DS Enterprises’ analysis, management estimated that the fair market value of this transaction related to the License Agreement was $640,000. The License Agreement has an indefinite life and is therefore not being amortized. Management of the Company reviewed the valuation report and was satisfied that the report fairly values the transaction. Management evaluated the carrying value of the license and determined that no impairment existed at October 31, 2011 or January 31, 2011.

Effective on August 5, 2011, the License Agreement was amended (the “Amended License Agreement”). In consideration for MCL agreeing to the Amended License Agreement, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL, or by MCL’s managing members acting with full authority. Upon the signing of the Amended License Agreement, the Company paid $55,000 upon the signing of the Amended License Agreement, with the balance to be paid thereafter in equal monthly installments over a period of 18 months, commencing with the first business day of the first month following the effective date.

Under the Amended License Agreement, MCL granted the Company an exclusive right (the “Exclusive License”) to distribute, within and to the United States of America (inclusive of its territories and possessions, the “U.S.”), Canada, U.S. and Canadian government and military facilities and installations worldwide, the United Mexican States (“Mexico”), and the nations of the Caribbean Sea (the foregoing countries and U.S. and Canadian government and military facilities are collectively referred to as the “Territory”), coffee in all its forms and derivations, regardless of portions, sizes, or packaging (the “Licensed Products”). through “Licensed Distribution Channels” (defined as hotels, chain motels and similar lodging establishments, restaurants, companies engaged in providing on-site coffee services to for-profit or non-profit offices and other establishments, large chain (“big box”) retail stores, specialty grocery stores, food distributors and supply services, gas and other automotive/truck service stations, Internet-based wholesalers and retailers, and other businesses engaged in the sale of coffee products (either whole or ground beans or beverages) and accessories, but for avoidance of doubt, excluding “coffee houses”).

MCL also granted the Company an exclusive license to use, reproduce, and sublicense the use of and right to reproduce, the Trademark (whether directly or through affiliated or nonaffiliated sublicensees, in association with the manufacture, marketing, advertisement, promotion, performance, sale, supply and distribution of Licensed Products and Services through the Licensed Distribution Channels. MCL declined to grant the Company a right or license to distribute, use, or reproduce the Licensed Products, “Licensed Services” (meaning coffee roasting services, coffee production services and coffee sales, supply distribution and support services), or the Trademark in the grocery store sector (including but not limited to supermarket chains, specialty stores and wholesalers) within the United Kingdom and the Republic of Ireland. MCL granted the Company a non-exclusive right to distribute, within and to the Territory, through the Licensed Distribution Channels, tea products and ready-to-use (or “instant”) coffee products (the “Non-Exclusive License,” and with the Exclusive License, the “License”). During the effectiveness of the License, MCL granted the Company a revocable right to use the name “Marley Coffee” and reasonably similar variations thereof, subject to MCL’s consent, as its “doing business as” or “DBA” name but solely in connection with the Licensed Products and Services in the Licensed Distribution Channels in the Territory.

Note 5 – Related Party Transactions

On August 5, 2011, the Company and MCL agreed to amend the License Agreement by and between the Company and MCL. In consideration for the License Agreement Amendment, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL or by MCL’s managing members $55,000, with the balance to be paid in equal monthly installments over a period of eighteen months. The balance payable (reflected as notes payable in the accompanying balance sheet) at October 31, 2011 is $63,110. (see Note 9). MCL is a private limited liability company of which Rohan Marley, a director of the Company, has a thirty-three percent (33%) ownership interest and serves as a Manager.

On November 11, 2010, Alan Lewis was offered a voting seat on the Company’s board of directors and paid $2,000 per month as its Director of Corporate Development. This relationship was terminated on February 11, 2011. Mr. Lewis was paid a total of $5,000 under this arrangement with $1,000 in compensation being paid during the three months ended April 30, 2011 and $4,000 paid during the three months ended January 31, 2011.

In April 2011, the Company issued one million (1,000,000) common shares in connection with the terms of the License Agreement, discussed in Note 4 above, pursuant to which MCL, a private limited liability company of which Rohan Marley, a Director of the Company, and his family has a combined controlling interest, granted the Company a non-exclusive transferable sub-license for the worldwide rights to use the Trademark for the licensed products and distribution channels.

Shane Whittle, a former director of the Company, made payments from time to time on behalf of the Company or advanced funds to the Company for its operational needs. The advance was paid in full in July 2011.

During the nine months ended October 31, 2011, the Company paid $45,868 to Nicole Whittle, Shane Whittle’s sister, who serves as the Company’s Creative Director, for ongoing creative design costs services.

Effective May 1, 2011, the Company began to pay Anh Tran, at that time the Company’s Chief Executive Officer, Secretary and a Director, $10,000 per month as compensation for his services. Effective May 1, 2011, the Company began to pay Mr. Rohan Marley $10,000 per month for his services as Chairman of the Company’s board of directors. Prior to such date, neither Mr. Tran nor Mr. Marley received any salary or bonus for their services to the Company.

Note 6 – Stockholder’s Equity

Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.

In April 2011, the Company issued one million (1,000,000) common shares in connection with the terms of the License Agreement, discussed in Note 4 above.

On November 9, 2010, Wilson Capital, a non-U.S. person, subscribed to purchase 62,500 shares of the Company’s common stock in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), which shares are subject to restrictions on their subsequent disposition. The purchase price was $25,000 or $0.40 per share. These shares were issued by the Company in April 2011.

On December 22, 2010, the Company entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with Straight Path Capital, a non-U.S. person (“Straight Path”). Pursuant to the Share Issuance Agreement, the Company has the right to request Straight Path to purchase, in a private placement pursuant to Regulation S under the Securities Act, up to an amount of $2,500,000 of what the Share Issuance Agreement describes as “common shares” of the Company at a price of $0.40 per share, until December 22, 2011, unless extended by either the Company or Straight Path for an additional twelve (12) months, and subject to the terms of the Share Issuance Agreement.

Under the terms of the Share Issuance Agreement, the Company may from time to time request Straight Path to make investments in the Company of up to $40,000 (each an “Investment” and such request, an “Investment Request”) to fund operating expenses, acquisitions, working capital and other general corporate activities. Straight Path has the right to agree to make such Investment or, following receipt of any Investment Request, decide not to make an Investment in its sole discretion. Furthermore, Straight Path may, in its sole discretion, refuse an Investment Request at any time or rescind its offer to make investments in the Company if it is not satisfied with the business affairs of the Company.

The Company is required to issue shares of its common stock to Straight Path at $0.40 per share in connection with such Investment Request, and Straight Path is required to enter into a subscription agreement evidencing such Investment. Said shares shall not be registered with the Securities and Exchange Commission or any state securities agency and their transfer or further disposition shall be restricted. In the event the Company has requested and received Investments from Straight Path for the entire $2,500,000 available under the Share Issuance Agreement, Straight Path has an option to subscribe for an additional 500,000 of shares of the Company’s common stock at $0.40 per share.

On January 4, 2011, the Company received $40,000 in connection with an Investment by Straight Path, which was used for development and operating expenses. In February and March 2011, the Company received two additional investments of $40,000 each. In April 2011, in consideration of the $120,000 received in January, February, and March of 2011, the Company issued 300,000 shares to Straight Path, 100,000 shares of common stock for each of the investments in January 2011, February 2011 and March 2011.

On May 5, 2011, pursuant to a share issuance request by the Company, Straight Path agreed to make an investment of $2,380,000, the remaining amount available under the Share Issuance Agreement referred to above in consideration for 5,950,000 shares of restricted common stock of the Company. The Company received the $2,380,000 on May 19, 2011 and the shares were issued on June 8, 2011. Because the Company is receiving the entire $2,500,000 of funding agreed to by Straight Path available under the Share Issuance Agreement, Straight Path has an option to subscribe for an additional $500,000 worth of shares of the Company’s common stock at $0.40 per share.

On May 9 and May 10, 2011, the Company issued 38,000 restricted shares (“Restricted Stock”) and 76,000 restricted shares respectively, of its common stock to White Lion Capital, an entity controlled by Shane Whittle, the former CEO of the Company, pursuant to While Lion Capital’s November 2008 subscription in consideration of $47,500 ($0.4166 per share).

On January 19, 2011, the Company entered into a one year agreement (“Consulting Agreement”) with Investor Relations Group, Inc. (“IRG”), under which IRG would provide the Company with certain corporate communications services. Under the terms of the Consulting Agreement, the Company issued IRG 310,000 common shares at $0.65 per share. Pursuant to the terms of the Consulting Agreement, 300,000 shares represented the “Origination Shares” and were to be earned each full month during the term of the Consulting Agreement and, should the Consulting Agreement terminate prior to January 19, 2012, any unearned shares would be returned to the Company. In addition, IRG earns 10,000 shares of common stock per month as part of the Consulting Agreement. IRG received a total of 20,000 common shares for the nine months ended October 31, 2011.

Effective April 15, 2011, IRG and the Company entered into a revised consulting agreement (the “New Consulting Agreement”), which replaced and superseded the Consulting Agreement, with a new term through April 15, 2012 (automatically renewable thereafter unless terminated by either party for additional 12 month periods). The New Consulting Agreement offered additional services to be provided by IRG, including the answering of shareholder calls. The monthly fees due to IRG were increased to $4,500 per month plus 12,000 shares of the Company’s restricted common stock (both effective as of March 15, 2011). The New Consulting Agreement also provided that the Company has the right after the first year of the agreement to pay IRG an additional cash fee of $2,000 per month in lieu of the monthly shares due to IRG, and that IRG has the right to require the Company to pay IRG such monthly shares in cash, in the event the volume weighted average trading price of the Company’s common stock on the first five days of any month falls below $0.50 per share. The New Consulting Agreement did not affect the 310,000 shares of common stock issued to IRG, which are still subject to forfeiture as described above and based on the first year term of the Consulting Agreement. The New Consulting Agreement provided that it can be terminated by either party at any time with written notice to the other party, and if terminated prior to the end of the initial term, any unvested shares issued to IRG is to be returned to the Company and cancelled.

In a letter dated May 19, 2011, IRG exercised its right to terminate the New Consulting Agreement. During nine months ended April 30, 2011, the Company incurred $11,900 in Maintenance and Expense Account fees to IRG. In connection with the termination of the New Consulting Agreement IRG has agreed, but to date has not returned, 330,000 of common shares issued to them by the Company in connection with the Consulting Agreement, 310,000 of which were issued January 19, 2011, and an additional 20,000 shares of which were issued in February and March of 2011.

On May 20, 2011, the British Columbia Securities Commission (“BCSC”) issued a Cease Trade Order (2011 BCSECOM 237) under Section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 (the “BC Securities Act”), pursuant to which the Executive Director of the BCSC ordered that trading in the Company’s securities cease until the Company files certain records required in accordance with the BC Securities Act and regulations (generally, copies of public filings submitted to the SEC), and the Executive Director files an order revoking the Cease Trade Order.

Note 7 – Options

Share-based Compensation:

On August 5, 2011, the Board approved the 2011 Equity Compensation Plan (the “Compensation Plan”). The Compensation Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the Compensation Plan, to the Company’s employees, officers, directors and consultants. Options to purchase a total of twenty million (20,000,000) shares of common stock are authorized to be issued under the Compensation Plan. As of October 31, 2011, seven million (7,000,000) shares of common stock have been granted under this plan.

Options

In August 2011, options to purchase an aggregate of four million (4,000,000) shares of common stock were granted to a certain named executive and to a board member at an exercise price of $0.40 per share. The options have a six year term and vested annually on the anniversary date of grant. A fair value of $3,126,903 was recorded using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for the options issued during the three month period ended October 31, 2011 include (1) discount rate of 1.23%, (2) expected term of 4 years, (3) expected volatility of 242.7% and (4) zero expected dividends.

In August 2011, options to purchase an aggregate of two million (2,000,000) shares of common stock were granted to a consultant at an exercise price of $0.40 per share. The options have a six year term and vested annually on the anniversary date of grant. A fair value of $1,563,452 was recorded using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for the options issued during the three month period ended October 31, 2011 include (1) discount rate of 1.23%, (2) expected term of 4 years, (3) expected volatility of 242.7% and (4) zero expected dividends.

In August 2011, options to purchase an aggregate of one million (1,000,000) shares of common stock were granted to a certain named executive at an exercise price of $0.40 per share. The options have a six year term and vested annually on the anniversary date of grant. A fair value of $861,206 was recorded using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for the options issued during the three month period ended October 31, 2011 include (1) discount rate of 0.93%, (2) expected term of 4 years, (3) expected volatility of 242.4% and (4) zero expected dividends.

During the nine-month period ended October 31, 2011, the Company recognized share-based compensation expense of $446,153. The remaining amount of unamortized options expense at October 31, 2011 is $5,105,408. The intrinsic value of outstanding as well as exercisable options at October 31, 2011 was $420,000.

Activity in options during the nine month period ended October 31, 2011 and related balances outstanding as of that date are reflected below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contract Term (# years)
Outstanding at February 1, 2011		0		0
Granted		7,000,000		0
Exercised		0		0
Forfeited and canceled		0		0

Outstanding at October 31, 2011		7,000,000	$	0.40		5.8

Exercisable at October 31, 2011		0		0		0

Note 8 – Income Taxes

Pursuant to the provisions of FASB ASC740 “Income Taxes,” deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income taxes has been made in the accompanying statement of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

The Company has not filed federal income tax returns but it is in the process of preparing the appropriate forms and submitting them to the U.S. Internal Revenue Service.

Note 9 - Agreements

In April 2010, the Company entered into a Supply and Toll Agreement (the “Supply Agreement”) with Canterbury Coffee Corporation (“Canterbury”). The Supply Agreement remains in effect until April 27, 2013, renewing automatically thereafter for additional one (1) year periods, subject to either party’s right to terminate with sixty (60) days’ notice. Pursuant to the Supply Agreement, we provide Canterbury with pre-made bags bearing our logo and the Trademarks licensed through the License Agreement. Canterbury obtains the beans and other ingredients, roasts and prepares the coffee beans and packages our products in the bags which we provide to Canterbury. Under the Supply Agreement, we are responsible for carrying out sales and marketing for our products, provided that Canterbury pays the actual shipping costs to our licensed distributors and customers and receives the gross proceeds from the sale of our products, and we receive the net difference between the total cost of production and shipping of our products and the amount that Canterbury receives from the sale of such products to our distributors and customers.

On April 25, 2011, the Company entered into an Exclusive Sales and Marketing Agreement (the “NCSV Agreement”) with National Coffee Service & Vending (“NCSV”). Pursuant to the NCSV Agreement, we agreed to appoint NCSV as our exclusive agent and distributor of “Jammin Java Coffee” brand roasted coffee within the U.S. in the office coffee vending, office products, water, and other industries featuring a “break room,” and divisions and offshoots thereof. Pursuant to the NCSV Agreement, any net profit generated by the NCSV Agreement will be allocated sixty percent (60%) to the Company and forty percent (40%) to NCSV.

The Company entered into a Trademark License Agreement (the “License Agreement”) with MCL, effective on March 31, 2010 and on August 5, 2011, the Company and MCL agreed to amend the License Agreement (the “License Agreement Amendment”). In consideration for the License Agreement Amendment, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL or by MCL’s managing members $55,000, with the balance to be paid in equal monthly installments over a period of eighteen months. The License Agreement Amendment instituted several important changes. The definition of “Licensed Distribution Channels” was expanded from “hotels, restaurants, office coffee services industry, and large (big box) retail stores” to include specialty grocery stores, food distributors and supply services, gas and other automotive/truck service stations, Internet-based wholesalers and retailers, and other business engaged in the sale of coffee products (whole or ground beans or beverages) and accessories (excluding “coffee houses”).

The definition of “Licensed Products,” which originally meant “coffee in portion sizes of 5 lb. bags, 1Kg bags and 2.5 oz. portion packs, related goods and goods related to the Licensed Services” (i.e., coffee roasting services, coffee production services and coffee sale, supply distribution and support services) was also augmented and clarified to mean “coffee in all its forms and derivations, regardless of portion sizes, or packaging.” This definition also now includes “the non-exclusive right to merchandise other items including, but not limited to, coffee cups, coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso, and/or cappuccino, grinders, water treatment products, tea products and chocolate products.”

The License Agreement granted the Company a non-exclusive worldwide license to use and reproduce MCL’s trademarks. The License Agreement Amendment provides that MCL grants the Company an exclusive right to distribute, through the Licensed Distribution Channels, the Licensed Products and Services within and to the U.S., Canada, Mexico and the Caribbean, as well as to U.S. and Canadian government and military facilities worldwide (the “Territory”). A non-exclusive right is granted to distribute tea products and instant coffee in the Territory.

Pursuant to the License Agreement Amendment, MCL also grants the Company a revocable right (subject to MCL’s consent) to use the term “Marley Coffee,” and reasonably similar variations, as the Company’s “doing business as” name solely in connection with the Licensed Products and Services, for the Licensed Distribution Channels, in the Territory. If MCL, or an affiliate thereof, opens up to three franchise establishments to retail the Licensed Products and Services, following the completion of such franchises the Company shall have a right of first refusal to develop new franchises in the U.S. The License Agreement Amendment added an arbitration clause to the License Agreement for an efficient dispute resolution scheme.

Note 10 – Notes Payable - Related Party

The Company entered into a Trademark License Agreement (the “License Agreement”) with MCL, effective on March 31, 2010. MCL is a private limited liability company of which Rohan Marley, a Director of the Company, has a 33% ownership interest and serves as a Manager, and our former Director and former majority shareholder, Shane Whittle, has a 29% ownership interest in MCL and serves as a Manager. On August 5, 2011, the Company and MCL agreed to amend the License Agreement (the “License Agreement Amendment”). In consideration for the License Agreement Amendment, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL or by MCL’s managing members $55,000, with the balance to be paid in equal monthly installments over a period of eighteen months. The balance payable (reflected as Notes payable in the accompanying balance sheet) at October 31, 2011 is $63,110. (See Note 9).

Note 11 - Subsequent Events

Management has evaluated events subsequent to October 31, 2011 through the date that the accompanying financial statements were filed with the SEC for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

Item 2. Management’s Discussion and Analysis or Plan of Operations.

FORWARD-LOOKING STATEMENTS

ALL STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE THE WORDS “BELIEVES,” “EXPECTS,” “ANTICIPATES,” “INTENDS,” “PROJECTS,” “ESTIMATES,” “PLANS,” “MAY INCREASE,” “MAY FLUCTUATE” AND SIMILAR EXPRESSIONS OR FUTURE OR CONDITIONAL VERBS SUCH AS “SHOULD,” “WOULD,” “MAY” AND “COULD” ARE GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING “RISK FACTORS.” 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. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.

REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO OCTOBER 31, 2011. AS USED HEREIN, THE “COMPANY,” “JAMMIN’ JAVA,” “WE,” “US,” “OUR” AND WORDS OF SIMILAR MEANING REFER TO JAMMIN’ JAVA CORP., UNLESS OTHERWISE STATED.

Business Overview

The Company was incorporated in Nevada on September 27, 2004 under its former name “Global Electronic Recovery Corp.” 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 October 23, 2007, our Board approved a 22.723829 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock, which forward stock split was affected by the filing of a Certificate of Change with the Secretary of State of Nevada on September 11, 2007 (the “2007 Forward Split”). We amended our Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State, wherein we stated that our Company would issue 22.723829 shares for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in our Articles of Incorporation was effected with the Nevada Secretary of State on September 11, 2007. As a result, our authorized capital increased from 75,000,000 to 1,704,287,175 shares of common stock with a par value of $0.001 each.

Effective July 13, 2009, we changed our name from “Marley Coffee Inc.” to “Jammin Java Corp.” when we merged our then newly formed subsidiary, Jammin Java Corp., into our Company. Our common stock was quoted on the OTC Bulletin Board, a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities, under the symbol “JAMN” effective at the opening of the market on September 17, 2009.

On January 10, 2010, our Board approved a three (3) for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. We amended our Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein we stated that our Company would issue three (3) shares for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in our Articles of Incorporation was effected with the Nevada Secretary of State on February 2, 2010. As a result, our authorized capital increased from 1,704,287,175 to 5,112,861,525 shares of common stock with a par value of $0.001 each (the “2010 Forward Split,” and collectively with the 2007 Forward Split, the “Stock Splits”).

Unless otherwise stated, the shares of common stock disclosed throughout this report have been retroactively reflected for the Stock Splits.

Current Business Operations:

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 and “big box” store market. We intend to develop a significant market share of the category and achieve a leadership position by capitalizing on the global recognition of the Marley name through a co-branding relationship with Marley Coffee, LLC (“MCL”). MCL is a private limited liability company of which Rohan Marley, a Director of the Company, has a 33% ownership interest and serves as a Manager, and our former Director and former majority shareholder, Shane Whittle, has a 29% ownership interest in MCL and serves as a Manager. This co-branding relationship is planned to coincide with our strategy to develop additional lines of consumer products. In addition, we intend to be responsive to current consumer demand for sustainable coffee products by providing organically grown coffee, as well as “fair trade” or “equal exchange” coffee (coffee that is purchased directly from small farmers or farmer-cooperatives, generally included in the International Fair Trade Coffee Register).

We are party to an Asset Purchase and Sale Agreement (the “Asset Purchase Agreement”) and Trademark License Agreement (the “License Agreement”) with MCL that was effective on March 31, 2010.

With respect to the License Agreement, Fifty Six Hope Road Music Limited, a Bahamas international business company (“Fifty Six Hope Road”), owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley p/k/a Bob Marley, including “Marley Coffee” (the “Trademark”). Fifty Six Hope Road granted a non-exclusive, terminable oral license to MCL to utilize the Trademark and further granted the right for MCL to grant to the Company a non-exclusive, terminable sub-license to use the Trademark.

Effective on August 5, 2011, the License Agreement was amended (the “Amended License Agreement”). In consideration for MCL agreeing to the Amended License Agreement, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL, or by MCL’s managing members acting with full authority. Upon the signing of the Amended License Agreement, the Company paid $55,000 with the balance to be paid thereafter in equal monthly installments over a period of 18 months, commencing with the first business day of the first month following the effective date.

Under the Amended License Agreement, the Company has no right to establish, as a franchisor, franchising relationships for the retail sale of Licensed Products and Services. However, if MCL or an affiliate decides to franchise the right to sell Licensed Products and Services on a retail basis, following the development of such retail entities through the completion of up to three (3) prototype establishments, Jammin shall have a right of first refusal to develop new franchises in the territories identified by MCL as being available for franchisees in the U.S. The Company plans to utilize its relationship as a licensee of MCL to create products and distribute them, through our Supply Agreement with Canterbury and the NCSV Agreement, to the grocery, retail, online, service, hospitality, office coffee service and big box store industry market segments in the U.S., Canada and Caribbean.

On April 25, 2011, the Company entered into an Exclusive Sales and Marketing Agreement (the “NCSV Agreement”) with National Coffee Service & Vending (“NCSV”), agreeing to appoint NCSV as our exclusive agent and distributor of the “Jammin Java Coffee” brand roasted coffees (the “Products”) within the U.S. to office coffee, vending, office products, water, and other industries featuring a “break room,” and divisions and offshoots thereof. The NCSV Agreement also contemplates that the parties may enter into a separate, non-exclusive agreement for NCSV to receive rights in connection with the hospitality, e-retail and food services segments of the coffee industry. Such separate agreement has not been entered into, to date.

Pursuant to the NCSV Agreement, NCSV is responsible for marketing and distribution of the Products and we agreed to refer all inquires for purchase of the Products to NCSV (subject to small quantities of Products being referred to separate sub-agents). We also agreed not to compete with NCSV for sales and to refer NCSV any sales relating to the Products and segments covered by the NCSV Agreement.

Any net profit generated under the NCSV Agreement was agreed to be split sixty percent (60%) to the Company and forty percent (40%) to NCSV.

The NCSV Agreement can be terminated by either party during the first year of the agreement (subject to the terms of the NCSV Agreement) and thereafter continues in effect, automatically renewing if not terminated as provided in the NCSV Agreement at the end of each successive year, for additional two year periods on a rolling basis. After the first year of the NCSV Agreement, the NCSV Agreement can only be terminated in the event of a breach of the NCSV Agreement (by the non-breaching party) or if the terminating party pays the non-terminating party a lump sum equal to the estimated net profit which would have been due to the non-terminating party if the NCSV Agreement had remained in effect for an additional twenty four (24) months from the termination date of the NCSV Agreement (based on the prior twelve (12) months net profit).

In April, 2010, we entered into a Supply and Toll Agreement (the “Supply Agreement”) with Canterbury Coffee Corporation (“Canterbury”), whereby Canterbury agreed to produce coffee products for the Company. An amendment to the Supply Agreement was entered into as of May 12, 2011. The Supply Agreement has a term from April 28, 2011 to April 27, 2013, automatically renewing thereafter unless terminated by either party on sixty (60) days written notice. Pursuant to the Supply Agreement, we provide Canterbury with pre-made bags bearing our logo and the Trademarks licensed through the License Agreement. Canterbury obtains the coffee beans and other ingredients, roasts, and prepares the coffee beans and packages our products in the bags we provide. Under the Supply Agreement, we are responsible for carrying out sales and marketing for our products, provided that Canterbury pays the actual shipping costs to our licensed distributors and customers and receives the gross proceeds from the sale of our products, and we receive the net difference between the total cost of production and shipping of our products and the amount that Canterbury receives from the sale of such products to our distributors and customers. The prices set forth in the Supply Agreement are fixed until December 31, 2011, and are subject to change based on prevailing market prices, with thirty (30) days written notice. We bear ninety percent (90%) of the cost of bad debts or uncollectable accounts. The Supply Agreement also provides for an annual sales volume rebate in the event we meet certain minimum volume requirements set forth therein.

Sales Initiatives

Sales to customers in the U.S. and Canada commenced in the fourth quarter of 2010. The Company has entered into informal sale arrangements, not documented by definitive agreements, with several coffee distributors and beverage services, including: the Canadian unit of United National Foods, Inc., a large publicly-traded wholesale distributor to the natural, organic, and specialty industry in the United States and Canada; Gourmet Merchants International, a Northern California distributor to gourmet, natural and independent grocery markets; Spectrum Coffee and Water, Inc. of Jessup, Maryland; Springtime Coffee Company, which serves New Jersey, Delaware and Pennsylvania; Markcol Distribution Limited of Toronto, Canada; Blue Tiger Coffee Service, a Seattle, Washington-based coffee service company, Distillata, a Cleveland, Ohio-based water and coffee distributor; Good as Gold Coffee, a Worcester, Massachusetts distributor of coffee, water and other specialty items; and Vend X Distributing of Auburn, Washington.

The Company’s objective is to position Marley Coffee as the premiere brand across all coffee channels. A major element of our strategy has been the amendment of the License Agreement with MCL discussed above. Prior to the Amended License Agreement, the Company had a non-exclusive license to distribute coffee through the office coffee service (“OCS”), hospitality, service and big box store industries. Additionally, the Company also received a non-exclusive license to create cold, ready-to-make coffee drinks, teas and merchandise. The Amended License Agreement gives the Company an exclusive license in North American and the Caribbean for distribution of Marley Coffee branded coffee and the responsibility for developing the brand based on the vision and core values of Rohan Marley and the Marley Family movement.

The Company’s existing Jammin Java coffee line continues to grow and generate revenues. Its main products are its bags of Organic Certified Whole Beans, coffee pods, tea pods and fractional packs. The Amended License Agreement allows the Company to grow its existing line of business alongside the Marley Coffee brand and to add MCL’s current distribution business outlets, which includes grocery, retail, merchandise and on-line businesses, to the Company’s existing distribution channels. The Company is also developing a new ground coffee product line that is expected to be launched in November 2011.

The Company has added all of MCL’s product lines (the 5 SKUs of Organic, Fair Trade, Kosher Certified 12oz Whole Bean bags) to its distribution business. The company recently launched of a new lineup of 8oz ground bags for the Retail Grocery market. The coffees are “Mystic Morning,” “Lively Up Espresso Blend,” “One Love Single Origin Ethiopian Yirgacheffe,” “Simmer Down (organic SWISS WATER® Decaf),” “Buffalo Soldier” and the company's latest breakfast blend “Get Up Stand Up.” In the U.S., the Company is distributing to specialty retailers, such as Dean and Deluca, as well as various specialty grocers in Southern California through Gourmet Merchants International. In Canada, the company has nationwide distribution through two main distributors, UNFI East and UNFI West. Specialty retailers such as Nature’s Fare and Urban Fare carry our complete line of coffees, as do all of the London Drugs stores. Distribution has been growing throughout Canada and the Company expects to distribute new product lines to all of its retailers.

The Company has been building its distribution throughout the Caribbean. The Company recently announced its preferred OCS distribution deal with Coffee Works in Bermuda. A key goal of the Company is to saturate the Caribbean market with distribution of its products.

The Company has strengthened its on-line presence through the consolidation of MCL’s and the Company's product lines. Cooking.com and Amazon.com will be introducing the company’s new pods and fractional packs in October 2011. Our products are also being sold by other major on-line coffee retailers such as coffeewiz.com, bettercoffee.com, tikihutcoffee.com and coffeecow.com.

The Company is also in the recurring monthly program/coffee of the month business with its "Marley Coffee Monthly" program at www.MarleyCoffee.com. This new program will allow consumers to select from its eight sustainable, organic, ethically produced coffee bean offerings and the frequency with which they would like to receive the beans: in one-month, two-month, three-month, or six-month intervals.

In the commercial customer break room segment, First Choice Coffee Services has entered into a special promotional program with us and received product in all of their 25 locations. Other break-room distributors and their primary markets include Evans Coffee (Greater New York), U.S. Coffee (Long Island), Javasmart (Delaware), Distillata (Ohio), Blue Tiger Coffee (Seattle and Los Angeles), Springtime Coffee (Philadelphia) and Coffee Perks (Florida). BC Coffee will serve as the Company’s re-distributor for the Florida market, and Vistar will provide the Company’s products to its New England and Ohio customers

On Tuesday, Oct. 11, 2011, the Company celebrated the kickoff of its Food Service program at Union County College in Cranford, New Jersey, with an event dubbed "Marley Coffee Day." The company hopes to use this opportunity to launch into other college campuses and other food service marketplaces.

The Company is exploring the development of other business channels, including lodging and hospitality. The Company is developing products for the lodging/hospitality channel to facilitate the ability of travelers to imbibe our coffee products in their hotel rooms. The Company continues to expand in the single serve arena and has developed a regionalized food service program that its existing customers can offer to this channel.

Patents, Trademarks and Licenses

As discussed above, effective on March 31, 2010, the Company entered into the Asset Purchase Agreement and the License Agreement with MCL. Fifty Six Hope Road owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley p/k/a Bob Marley, including the Trademark. Fifty Six Hope Road granted a non-exclusive, terminable oral license to MCL to utilize the Trademark and further granted the right for MCL to grant to the Company a non-exclusive, terminable sub-license to use the Trademark. In accordance with the License Agreement, MCL granted to the Company a non-exclusive transferable sub-license for the worldwide rights to use the Trademark for the licensed products and distribution channels.

Consideration for the license of the Trademarks is as follows:

(1)

The Company entered into the Asset Purchase Agreement to sell all its interests in its Branding Development and Business Plan Development to MCL;

(2)

(3)

The Company agreed to issue to MCL ten million (10,000,000) shares of common stock of the Company as follows:

•

One Million (1,000,000) shares upon the execution of the License Agreement, which shares were issued in December 2010; and

•

One Million (1,000,000) shares on each anniversary of the execution of the License Agreement for the following nine years, of which 1,000,000 shares were issued in April 2011.

On June 15, 2010, the Company retained DS Enterprises, an independent business valuation service, to provide financial advisory assistance in the accounting for the Trademark license acquisition, in accordance with Statements of Financial Accounting Standards (SFAS) 157 guidelines, and to assist the Company in one or more of the following: (i) determining the Trademark value and (ii) determining the fair valuation of the consideration (common stock) provided for in the acquisition using income, market and cost-oriented methods according to SFAS 157. According to the valuation report dated June 19, 2010, the following factors were taken into consideration by DS Enterprises:

•

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 DS Enterprises’ 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.

Management of the Company reviewed the valuation report and is satisfied that the report fairly values the transaction. Management evaluated the carrying value of the license and determined that no impairment existed at October 31, 2011 or January 31, 2011.

We entered into the License Agreement because we were of the view that MCL 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, hospitality, office coffee services, and “big box” market segments, whereas MCL would focus on the high-end retail market.

As discussed above, effective August 5, 2011, the Company and MCL entered into an Amended License Agreement with MCL. In consideration for the amended terms, the Company agreed to assume $126,000 of obligations of MCL or its managing members by paying MCL or creditors identified by MCL or by MCL’s managing members $55,000, with the balance to be paid in equal monthly installments over a period of eighteen months. The Amended License Agreement provided for the following:

•

Expanded the definition of “Licensed Distribution Channels” to include specialty grocery stores, food distributors and supply services, gas and other automotive/truck service stations, Internet-based wholesalers and retailers, and other business engaged in the sale of coffee products (whole or ground beans or beverages) and accessories (excluding “coffee houses”).

•

Expanded the definition of “Licensed Products,” to include “the non-exclusive right to merchandise other items including, but not limited to, coffee cups, coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso, and/or cappuccino, grinders, water treatment products, tea products and chocolate products.”

•

Amended the initial License Agreement’s nonexclusive worldwide right to grant the Company an exclusive right to distribute, through the Licensed Distribution Channels, the Licensed Products and Services within and to the U.S., Canada, Mexico and the Caribbean, as well as to U.S. and Canadian government and military facilities worldwide (the “Territory”).

•

Granted the Company a non-exclusive right to distribute tea products and instant coffee in the Territory.

•

Granted the Company a revocable right (subject to MCL’s consent) to use the term “Marley Coffee,” and reasonably similar variations, as the Company’s “doing business as” name solely in connection with the Licensed Products and Services, for the Licensed Distribution Channels, in the Territory. If MCL, or an affiliate thereof, opens up to three franchise establishments to retail the Licensed Products and Services, following the completion of such franchises the Company shall have a right of first refusal to develop new franchises in the U.S. The Amendment added an arbitration clause to the Agreement for an efficient dispute resolution scheme.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements. We have commenced production of various coffee products and undertook brand development activities. We are also in the process of analyzing and updating our commercial website at jamminjavacorp.com — accordingly, the information thereon is not appropriate for incorporation herein by reference. We began generating revenues in the quarter ending January 31, 2011.

Cash Requirements

Over the next twelve months, we intend to use a portion of the proceeds that were raised through our funding agreement with Straight Path (as described below under “Liquidity and Capital Resources”) to commence marketing our services, showcasing our services at industry tradeshows, and for general and administrative expenditures, as follows:

Estimated Funding Required During the Next Twelve Months:

General and Administrative	$	250,000
Marketing/Advertising		345,000
Total	$	595,000

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Comparison of the Three Months Ended October 31, 2011 and 2010

Sales Revenue. We had sales revenue of $126,786 for the three months ended October 31, 2011, compared to no sales for the three months ended October 31, 2010.

Cost of Sales. We had cost of sales of $96,231 for the three months ended October 31, 2011, compared to no cost of sales for the three months ended October 31, 2010, due to the fact that we had no sales during that period.

Selling, General and Administrative Expense. We had general and administrative expenses of $926,063 for the three months ended October 31, 2011, compared to $29,755 for the three months ended October 31, 2010, an increase in expenses of $896,308 from the prior period. The main reason for the increase in expenses was due to stock compensation expense on options issued in August, 2011 and increased legal fees, professional service fees, corporate reporting expenses and salaries which commenced in May 2011.

Interest Expense. Interest expense was $68 for the three months ended October 31, 2011, compared to no interest expense for the three months ended October 31, 2010.

Interest Income. Interest income was $940 for the three months ended October 31, 2011, compared to no interest income for the three months ended October 31, 2010.

Net Loss. We had a net loss of $894,636 for the three months ended October 31, 2011, compared to $29,755 for the three months ended October 31, 2010. The main reason for the increase in net loss was due to stock compensation expense on options issued in August, 2011 and an increase in general and administrative fees and cost of sales, offset by the increase in revenues for the three months ended October 31, 2011, compared to the three months ended October 31, 2010.

Comparison of the Nine Months Ended October 31, 2011 and 2010

Sales Revenue. We had sales revenue of $198,483 for the nine months ended October 31, 2011, compared to no sales for the nine months ended October 31, 2010.

Cost of Sales. We had cost of sales of $165,706 for the nine months ended October 31, 2011, compared to no cost of sales for the nine months ended October 31, 2010, due to the fact that we had no sales during that period. Cost of sales increased for the nine months ended October 31, 2011, as a result of our increased sales.

Selling, General and Administrative Expense. We had general and administrative expenses of $1,594,363 for the nine months ended October 31, 2011, compared to $88,169 for the nine months ended October 31, 2010, an increase in expenses of $1,506,194 from the prior period. The main reason for the increase in expenses was due to stock compensation expense on options issued in August, 2011 and an increase in legal fees associated with increased general and administrative expenses including legal fees, professional service fees, corporate reporting expenses and salaries which commenced in May 2011.

Interest Expense. Interest expense was $171 for the nine months ended October 31, 2011, compared to no interest expense for the nine months ended October 31, 2010.

Interest Income. Interest income was $1,910 for the nine months ended October 31, 2011, compared to no interest income for the nine months ended October 31, 2010.

Net Loss. We had a net loss of $1,559,847 for the nine months ended October 31, 2011, compared to $88,169 for the nine months ended October 31, 2010. The main reason for the increase in net loss was due to stock compensation expense on options issued in August, 2011 and an increase in general and administrative fees and cost of sales, offset by the increase in revenues for the nine months ended October 31, 2011, compared to the nine months ended October 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $2,265,937 as of October 31, 2011, consisting of current assets of $1,491,532, including cash of $1,294,934, accounts receivable of $30,531, prepaid expenses of $158,247, other current assets of $7,820 and long-term assets consisting of the license agreement of $766,000 and net property and equipment of $8,405, compared to total assets of $861,185 on January 31, 2011.

We had total liabilities consisting solely of current liabilities of $108,542 as of October 31, 2011 and $71,996 as of January 31, 2011. Current liabilities included $35,348 of accounts payable, accrued expenses of $10,084 and $63,110 related to the Amended License Agreement described in Notes 9 and 10 above.

We had working capital of $1,382,990 and a total accumulated deficit of $2,134,673 as of October 31, 2011.

We had net cash flows used in operating activities of $1,034,990 for the nine months ended October 31, 2011, which was mainly due to $1,559,847 of net loss offset by $446,153 of stock option expense, $56,875 of amortization of stock compensation, $21,900 of common stock issued for services, an increase in accounts payable of $11,288 and an increase in accrued expenses of $10,084.

On May 5, 2011, the Company and Straight Path agreed to allow Straight Path to make an investment of $2,380,000, the remaining amount available under the Share Issuance Agreement, in consideration for 5,950,000 shares of restricted common stock of the Company. The Company received the $2,380,000 in funding on May 19, 2011 and the shares of common stock were issued in June, 2011.

The Company anticipates using the funds received from Straight Path to meet its capital needs for the remainder of fiscal 2012, provided that we have no commitment from our officers and directors or any of our shareholders to supplement our revenues, if any, and to support our cost of operations or provide us with any additional financing in the future. If we are unable to generate sufficient revenues to support our expenses and operations, raise additional capital from conventional sources and/or additional sales of stock, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantially adverse effect on our business and financial results.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

Off-Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

For the nine month period ended October 31, 2011, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our Management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based on the foregoing, our principal executive and principal financial officer concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported within the time periods specified in the SEC’s rules and forms.

Additionally, the management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Management used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting as of the end of our last fiscal year, January 31, 2011. Based on this assessment management concluded that our internal control over financial reporting were not effective as of January 31, 2011.

A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represented material weaknesses at January 31, 2011:

(1)

lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors capable to oversee the audit function;

(2)

inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;

(3)

insufficient written policies and procedures for accounting and financial reporting with respect to SEC disclosure requirements and the requirements and application of GAAP; and

(4)

ineffective controls over period-end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company’s financial reporting during the year ended January 31, 2011 or the nine months ended October 31, 2011.

We are committed to improving our financial organization. As part of this commitment, moving forward, we hired additional outside accounting personnel and took action to consolidate check writing and financial controls. Additionally, as soon as funds are available, we plan to make a determination as to whether it is in the Company’s best interest to (1) appoint one or more outside, independent directors to our board of directors who shall be appointed to an audit committee of the Company, resulting in a fully functioning audit committee whose members will undertake the oversight of the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; (3) hire independent third-parties to provide expert advice; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in the Company. You should carefully consider the following risk factors and other information in this annual report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

We cannot make any assurance that material sales will develop.

We generated only limited sales as of January 31, 2011, and generated sales of $198,483 for the nine months ended October 31, 2011; however, we had a net loss of $151,235 for the year ended January 31, 2011, and a net loss of $1,559,847 for the nine months ended October 31, 2011. We believe that we will have sufficient capital to continue our business operations for the next twelve (12) months with funds that we raised through the May 2011 Straight Path Investment (described above). However, we have never generated net income through the sale of our products and can make no assurances that net income will develop in the future, if at all. Moving forward, we hope to build awareness of our redesigned and updated website, www.jamminjavacoffee.com and in turn create demand for our products and sales, of which there can be no assurance.

Our auditors have expressed substantial doubt as to whether our Company can continue as a going concern.

We have not generated sufficient revenues to support our operations to date and have incurred substantial losses. The Company has an accumulated deficit of $2,134,673 and working capital of $1,382,990 at October 31, 2011. In connection with our January 31, 2011 audit, our auditor has raised substantial doubt about the Company’s ability to continue as a going concern.

We may not be able to successfully manage our growth, which could lead to our inability to implement our business plan.

Our growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have two executive officers –Brent Toevs, CEO and Anh Tran, President, Secretary and Treasurer. Further, as we enter into additional contracts, we will be required to manage multiple relationships with various businesses and other third parties. These requirements will be exacerbated in the event of our further growth. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our business plan and operations.

We may be forced to abandon our business plan if we do not generate sufficient revenues.

We have generated minimal revenues to date. There is a risk that we will not generate increased revenues moving forward, and that your investment in us will not appreciate. If we do not generate sufficient revenues in the future, we may be forced to abandon our business plan and your securities may become worthless.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

We lack an operating history which you can use to evaluate us, making any investment in our Company risky.

We lack an operating history which investors can use to evaluate our previous earnings, as we were incorporated in September 2004. Therefore, an investment in us is risky because we have no business history and it is hard to predict what the outcome of our business operations will be in the future.

We rely upon key personnel and if they leave us, our business plan and results of operations could be adversely affected.

We rely heavily on our Chief Executive Officer, Brent Toevs, our President, Secretary and Treasurer, Anh Tran, and the Chairman of our Board of Directors, Rohan Marley, for our success. Their experience and input create the foundation for our business and are responsible for the directorship and control over our activities. Moving forward, should we lose the services of these individuals for any reason, we will incur costs associated with recruiting a replacement and delays in our operations. If we are unable to replace such principal with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and activities. As a result of this, your investment in us could become devalued or worthless. We currently have an aggregate of $1million in Directors and Officers’ liability insurance in place covering our officers and directors.

We will rely on our Amended License Agreement with Marley Coffee, our Supply Agreement with Canterbury and the NCSV Agreement for our operations and revenues.

Effective March 31, 2010, we entered into the License Agreement with MCL, a private limited liability company of which Rohan Marley, one of our directors, has a thirty-three percent (33%) ownership interest and serves as a Manager, and one of our former Directors and former majority shareholders has a twenty-nine percent (29%) ownership interest and serves as a Manager. The License Agreement was amended on August 5, 2011. Fifty Six Hope Road owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley p/k/a Bob Marley, including the Trademark. Fifty Six Hope Road granted a non-exclusive, terminable oral license to MCL to utilize the Trademark and further granted the right for MCL to grant to the Company a non-exclusive, terminable sub-license to use the Trademark for the licensed products and distribution channels. “Licensed Distribution Channels” means hotels, restaurants, office coffee service industry, and large chain (“big box”) retail stores.

In April 2010, we entered into a Supply Agreement with Canterbury. The Supply Agreement remains in effect until April 27, 2013, renewing automatically thereafter for additional one (1) year periods, subject to either party’s right to terminate with sixty (60) days’ notice. Pursuant to the Supply Agreement, we provide Canterbury with pre-made bags bearing our logo and the Trademarks licensed through the License Agreement. Canterbury obtains the beans and other ingredients for, roasts, prepares and packages the coffee beans for our products and packages them in the bags which we provide to Canterbury. Under the Supply Agreement, we are responsible for carrying out sales and marketing for our products, provided that Canterbury pays the actual shipping costs to our licensed distributors and customers and receives the gross proceeds from the sale of our products, and we receive the net difference between the total cost of production and shipping of our products and the amount that Canterbury receives from the sale of such products to our distributors and customers.

On April 25, 2011, the Company entered into the NCSV Agreement pursuant to which we agreed to appoint NCSV as our exclusive agent and distributor of “Jammin Java Coffee” brand roasted coffee within the United States of America in the office coffee, vending, office products, water, and other industries featuring a “break room,” and divisions and offshoots thereof. Pursuant to the NCSV Agreement, any net profit generated by the NCSV Agreement will be allocated sixty percent (60%) to the Company and forty percent (40%) to NCSV.

We anticipate generating revenue moving forward solely as a result of the sale of coffee bearing the Trademarks under our Supply Agreement with Canterbury and through the NCSV Agreement. As a result, if the Amended License Agreement was to be terminated, the Supply Agreement, or the NCSV Agreement were terminated or not renewed, our operations could be adversely effected, our revenues (if any), could be adversely affected and we could be forced to curtail or abandon our operations, causing any investment in the Company to decline in value or become worthless.

Competition for coffee products and coffee brands is intense and could affect our future sales and profitability.

The coffee industry is highly fragmented. Competition in coffee products and brands are increasingly intense as relatively low barriers to entry encourage new competitors to enter the marketplace. In addition, we believe that maintaining and developing our brands is important to our success and the importance of brand recognition may increase to the extent that competitors offer products similar to ours. Many of our current and potential competitors have substantially greater financial, marketing and operating resources and access to capital than we do. Our primary competitors include Starbucks, Tullys, Seattle’s Best, Peet’s Coffee, Green Mountain Coffee, Farmer’s Brothers and other companies in the office coffee service and hospitality industry market. If we do not succeed in effectively differentiating ourselves from our competitors in the coffee industry, including by developing and maintaining our brands, or our competitors adopt our strategies, then our competitive position may be weakened and our sales of coffee, and accordingly our future revenues (if any), may be materially adversely affected.

Our business is dependent on sales of coffee, and if demand for coffee decreases, our business would suffer.

All of our revenues are planned to be generated through the sale of coffee. Demand for coffee is affected by many factors, including:

•

Changes in consumer tastes and preferences;

•

Changes in consumer lifestyles;

•

National, regional and local economic and political conditions;

•

Perceptions or concerns about the environmental impact of our products;

•

Demographic trends; and

•

Perceived or actual health benefits or risks.

Because we are highly dependent on consumer demand for coffee, a shift in consumer preferences away from coffee would harm our business more than if we had more diversified product offerings. If customer demand for our coffee decreases, our sales, if any, would decrease and we would be materially adversely affected.

We face a risk of a change in control due to the fact that our current officers and directors do not own a majority of our outstanding voting stock.

Our current officers and our directors do not hold voting control over the Company. As a result, our shareholders who are not officers and directors of us may be able to obtain a sufficient number of votes to choose who serves on our board of directors and/or to remove our current directors from the board of directors. Because of this, the current composition of our board of directors may change in the future, which could in turn have an effect on those individuals who currently serve in management positions with us. If that were to happen, our new management could affect a change in our business focus and/or curtail or abandon our business operations, which in turn could cause the value of our securities, if any, to decline or become worthless.

We believe that our future success will depend in part on our ability to obtain and maintain protection of our intellectual property and brand names.

Our success will depend in part on our ability to maintain and enforce the Trademark we license through the License Agreement (described above) and additional trademarks and servicemarks (together with the Trademark, the “Marks”) registered by the Company. In the future, competitors or other third parties could claim that the Marks infringe on their rights, which could force us to defend infringement actions or challenge the validity of the third parties’ trademarks in court. Furthermore, we may have to take action, file lawsuits and expend significant resources in the future to protect the Marks and stop other parties from infringing on the use of such Marks and we cannot assure you that we will have sufficient resources to pursue such litigation or actions. Any expenses we are forced to expend in defending our Marks or stopping third parties from infringing on such Marks will decrease the amount of working capital we have available for our business activities and could cause us to curtail or abandon our operations.

Our operations, if any, will be subject to currency fluctuations.

While we currently only have limited operations and have generated only limited revenues to date, we believe that our products, if any, will be sold in world markets in United States dollars. As a result, currency fluctuations may affect the cash flow we realize from our future sales, if any. Foreign exchange fluctuations may materially adversely affect our financial performance and results of operations.

The British Columbia Securities Commission recently issued a cease trade order affecting the Company’s common stock in British Columbia.

We recently received notice that the British Columbia Securities Commission (“BCSC”) issued a Cease Trade Order (the “Order”) with respect to the Company’s securities under the British Columbia Securities Act. We are currently taking steps to determine how best to remedy the issue. Among other things, the Company may take steps in the future to make the necessary BCSC filings to cure the deficient reports. The Order requires that all trading of the Company’s securities in British Columbia, Canada cease. Due to the BCSC filing requirements, the Company may be forced to expend resources in order to make duplicate filings of the Company’s public filings with the BCSC, in addition to those previously filed with the SEC and to otherwise comply with filing requirements in British Columbia.

The fact that the BCSC issued the Order, and/or any resolution of the Order, may not only cause the Company to expend resources, but may also have a negative effect on the Company’s securities, which could result in a decline in the value of the securities or cause them to be valueless. Furthermore, until the Order is lifted, trading of our securities in British Columbia will be prohibited, which could cause the Company’s common stock to have less liquidity and will mean that residents of British Columbia will be prohibited from buying and selling our securities.

We became aware that various unauthorized and unaffiliated internet stock promoters have been promoting short-term investments in the Company’s common stock in their “stock reports” and on their websites, which could affect the market for and/or the value of our common stock.

The Company recently learned that unauthorized and unaffiliated Internet-based stock promoters have been promoting short-term investments of the Company’s common stock in publications that they characterize as “stock reports” and on their websites. Such websites often suggest that significant short-term profits can be made by purchasing the Company’s common stock. Pursuant to disclosure language on such websites, the promoters have been paid by third parties unknown to, and not affiliated with, the Company or its officers and directors. The SEC has been conducting a non-public and confidential inquiry in order to determine whether the Company and any party affiliated or unaffiliated with it has violated the federal securities laws by participating in an unlawful scheme to artificially inflate the Company’s stock price. Neither the Company nor anyone affiliated with it has participated in any such scheme designed to unlawfully inflate the company’s stock price. The Company neither condones nor takes responsibility for information published by non-affiliated third parties, information paid for by third parties, and takes no responsibility to update or correct such information. The Company expressly repudiates and strongly condemns such fraudulent conduct.

The Company encourages the public to thoroughly research any investment prior to making a financial commitment and/or seek the advice of a licensed broker/dealer prior to investing in its stock or any other company’s stock. The Company recommends that investors never rely upon unsolicited email or phone calls, third party “stock reports” or websites recommending extreme profits in only a short period of time which are paid for by third parties in connection with any investment decision.

The Company recommends that no investor purchase the Company’s common stock with the view toward selling the Company’s stock in the short-term or in an effort to make a short-term profit. Rather, the Company recommends that investors purchase the Company’s securities with a view toward long-term investment, based on a review of the Company’s periodic (Form 10-Q and 10-K), current report (Form 8-K) and other information that the Company files with the SEC, including its description of business operations, financial statements, and results of operations as disclosed therein.

Notwithstanding the above, the fact that various unauthorized and unaffiliated internet stock promoters have been promoting short-term investments in the company’s common stock may create artificial demand for the Company’s common stock, artificially inflate the value of the Company’s common stock, may cause the Company’s common stock to decline in value in the future, may create increased volume or volatility and/or may be perceived by potential investors as a negative factor — all of which could adversely affect the market for and/or the value of our stock.

There is currently a volatile, sporadic and illiquid market for our common stock on the Over-The-Counter Bulletin Board.

Our securities are currently quoted on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “JAMN,” however, we currently have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including, but not limited to:

•

actual or anticipated variations in our results of operations;

•

our ability or inability to generate new revenues;

•

increased competition; and

•

conditions and trends in the market for medical testing products.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

If we are late in filing our quarterly or annual reports with the SEC, we may be de-listed from the OTCBB.

Financial Regulatory Authority (FINRA) Rule 6530(e) states that a FINRA member shall not be permitted to quote a security if, while quoted on the OTCBB, the issuer of the security has failed to file a complete required annual or quarterly report by the due date for such report (taking into account extensions permitted by SEC Rule 12b-25) three times in the prior two-year period. Such issuer whose securities are prohibited from being quoted would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. As we were late in filing our Form 10-Q for the period ending July 31, 2010, if we are late in our filings two times prior to the due date of our July 31, 2012 Form 10-Q, or three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

We incur significant costs as a result of operating as a fully reporting company.

We incur significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these and other compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing has revealed deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expenses and expend significant management efforts. We currently do not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or as a result of the identification of deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Shareholders who hold shares of our common stock that are deemed restricted securities are subject to resale restrictions pursuant to Rule 144, due to our recent status as a “Shell Company.”

Because of our recent status as a “shell company” (a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets ) the ability to use Rule 144 to resale our securities is limited. Under SEC Rule 144, a person who has beneficially owned restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months or 1 year, depending on various factors. The holding period for our common stock would be one year if our common stock could be sold under Rule 144. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company, other than a business combination-related shell company, or that has been at any time previously a shell company.

The SEC has provided an exception to this unavailability if and for as long as the following conditions are met:

•

The issuer of the securities that was formerly a shell company has ceased to be a shell company,

•

The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

•

The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and

•

At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

As a result, any stockholder of the Company who received our restricted securities will not be able to sell them pursuant to Rule 144 without registration until we have met the other requirements of this exception and then for only as long as we continue to meet those requirements and are not a shell company. No assurance can be given that we will meet these requirements or that, if we have met them, we will continue to do so, or that we will not again be a shell company. Further, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash, and to raise funding through the sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Until greater liquidity with respect to our restricted securities is achieved, we may face difficulties in raising additional funds, hiring employees, engaging consultants and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities to decline in value or become worthless.

Investors may face significant restrictions on the resale of our common stock due to federal regulations of “penny stocks.”

We are subject to the requirements of Rule 15(g)9, promulgated under the Exchange Act, as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the SEC defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

We have never issued cash dividends in connection with our common stock and have no plans to issue dividends in the future.

We have paid no cash dividends on our common stock to date and it is not anticipated that any cash dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of our business, it is anticipated that any future earnings will be retained to finance our future expansion.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In November 2008, White Lion Capital, an entity controlled by Shane Whittle, our former CEO, subscribed for 114,000 restricted shares of the Company’s common stock in consideration for $47,500 ($0.4166 per share). The shares were issued in May 2011. We claimed an exemption from registration afforded by Section 4(2) of the Securities Act since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions.

On March 31, 2010, we entered into the License Agreement with MCL (amended on August 5, 2011) granting us rights to use “Marley Coffee” (the “Trademark”) for certain licensed products and distribution channels. As part of the consideration for the license of the Trademark we agreed to issue to MCL ten million (10,000,000) shares of our common stock of the Company as follows: One Million (1,000,000) shares upon the execution of the License Agreement (which shares were issued and delivered in December 2010) and One Million (1,000,000) shares on each anniversary of the execution of the License Agreement for the following nine years. We claimed an exemption from registration afforded by Section 4(2) of the Securities Act since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions.

In November 2010, the Company sold an aggregate of 62,500 restricted shares of common stock to Wilson Capital, an offshore investor, in a private placement for an aggregate of $25,000 or $0.40 per share. The Company claims an exemption from registration for the sale and issuance pursuant to Regulation S of the Securities Act, as Wilson Capital is a non-”U.S. Person” and the offer and sale complied with the requirements of Regulation S. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions.

On December 22, 2010, we entered into a Share Issuance Agreement (the “Share Issuance”) with Straight Path. Pursuant to the Share Issuance Agreement, we had the right to request Straight Path to purchase up to $2,500,000 of the Company’s securities at a price per share of $0.40, until December 22, 2011. Under the terms of the Share Issuance Agreement, we had the right, from time to time, to request a purchase from Straight Path of up to $40,000 per business day (each an “Investment” and such request, an “Investment Request”) for operating expenses, roll out of its business plan, working capital and other general corporate activities. On January 4, 2011, we received $40,000 in connection with an Investment by Straight Path, which was used for development and operating expenses, and in February and March 2011, we received two additional investments of $40,000. We subsequently issued Straight Path 100,000 shares of common stock for each of the January 2011 investment (which has previously been reported), February 2011 investment and the March 2011 investment (300,000 shares in total).

In January 2011, the Company entered into an agreement with IRG. Pursuant to the agreement, which was to remain in effect until January 18, 2012 (automatically renewable thereafter unless terminated by either party for additional twelve (12) month periods), IRG agreed to provide us various investor relations services in consideration for $3,500 per month and 10,000 shares of the Company’s restricted common stock per month. For the three months ended October 31, 2011 only 20,000 shares were issued to IRG. Additionally, the Company agreed to issue IRG 300,000 shares of restricted common stock upon the parties’ entry into the agreement, which are subject to forfeiture by IRG, and vest to IRG at the rate of 1/12 of such shares per month during the initial twelve month term of the agreement.

Effective April 15, 2011, IRG and the Company entered into a revised agreement, which replaced and superseded the prior agreement, extended the initial term of the agreement to April 15, 2012 (automatically renewable thereafter unless terminated by either party for additional 12 month periods), added additional services to be provided by IRG, including the answering of shareholder calls, and increased the monthly fees due to IRG to $4,500 per month and 12,000 shares of the Company’s restricted common stock (both effective March 15, 2011). The revised agreement also provided that the Company has the right after the first year of the agreement to pay IRG an additional cash fee of $2,000 per month in lieu of the monthly shares due to IRG, and that IRG has the right to require the Company to pay IRG such monthly shares in cash, in the event the volume weighted average trading price of the Company’s common stock on the first five days of any month falls below $0.50 per share. The amended agreement did not affect the 300,000 shares issued to IRG which are still subject to forfeiture as described above and based on the first year term of the initial January 2011 agreement. The agreement allowed either party to terminate it at any time with written notice to the other party, provided that if terminated prior to end of the initial term, any unvested shares issued to IRG are to be returned to the Company and cancelled.

In a letter dated May 19, 2011, IRG exercised its right to terminate the Consulting Agreement. On May 15, 2011, IRG reimbursed the Company for unused Maintenance and Expense Account fees of $2,868 and is in the process of determining when to proceed with the return of the 330,000 common stock shares to the Company. We claimed an exemption from registration afforded by Section 4(2) of the Securities Act, since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale, and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions.

On May 5, 2011, the Company and Straight Path agreed to allow Straight Path to make an Investment of the remaining amount available under the Agreement, $2,380,000, in consideration for 5,950,000 shares of restricted common stock of the Company. We received the funds on May 19, 2011 and the shares were issued in May 2011. Due to the fact that the Company received the entire $2,500,000 available under the Agreement, Straight Path has an option to subscribe for an additional $500,000 worth of shares of our common stock at $0.40 per share. The Company claimed an exemption from registration for the sale and issuance of such shares and the grant of the option pursuant to Regulation S of the Securities Act, as Straight Path is a non-”U.S. Person” and the offer and sale complied with the requirements of Regulation S.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description

Exhibit 3.1		Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005).

Exhibit 3.2		Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from our Form 8-K/A, filed with the SEC on October 24, 2007).

Exhibit 3.3		Articles of Merger (incorporated by reference from our Form 8-K, filed with the SEC on March 12, 2008).

Exhibit 3.4		Articles of Merger (incorporated by reference from our Form 8-K, filed with the SEC on September 17, 2009).

Exhibit 3.5		Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from our Form 8-K, filed with the SEC on March 1, 2010).

Exhibit 3.6		Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005).

Exhibit 10.1		Trademark License Agreement with Marley Coffee, LLC (incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on May 17, 2011).

Exhibit 10.2		Supply and Toll Agreement with Canterbury Coffee Corporation (incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on May 17, 2011).

Exhibit 10.3		Exclusive Sales and Marketing Agreement with National Coffee Service & Vending (incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on May 17, 2011).

Exhibit 10.4		Financing Agreement With Straight Path Capital (incorporated by reference from our Form 8-K, filed with the SEC on January 5, 2011).

Exhibit 10.5		First Amendment to Supply and Toll Agreement with Canterbury Coffee Corporation (incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on May 17, 2011).

Exhibit 10.6		Amendment to Trademark License Agreement with Marley Coffee, LLC (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.7		Consulting Agreement with Shane Whittle (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.8		Stock Option Grant to Shane Whittle (incorporated by reference from our Form 8-K/A, filed with the SEC on August 11, 2011).

Exhibit 10.9		Equity Compensation Plan (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.10		Executive Employment Agreement with Anh Tran (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.11		Executive Employment Agreement with Brent Toevs (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.12		Stock Option Grant to Anh Tran (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.13		Stock Option Grant to Rohan Marley (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 10.14		Stock Option Grant to Brent Toevs (incorporated by reference from our Form 8-K, filed with the SEC on August 10, 2011).

Exhibit 14.1		Code of Ethics (incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on May 17, 2011).

Exhibit 31.1*		Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2*		Certificate of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1*		Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2*		Certificate of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JAMMIN JAVA CORP.

Dated: December 14, 2011	By: /s/ Brent Toevs
	Brent Toevs
	Chief Executive Officer
	(Principal Executive Officer)

	JAMMIN JAVA CORP.

Dated: December 14, 2011	By: /s/ Anh Tran
	Anh Tran
	President, Secretary and Treasurer
	(Principal Accounting Officer)

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