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EXCEL - IDEA: XBRL DOCUMENT - JAMMIN JAVA CORP.Financial_Report.xls
EX-32.1 - CERTIFICATIONS OF THE PRINCIPAL EXECUTIVE OFFICER AND THE PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - JAMMIN JAVA CORP.ex32-1.htm
EX-99.1 - PRESS RELEASE DATED DECEMBER 15, 2014 - JAMMIN JAVA CORP.ex99-1.htm
EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - JAMMIN JAVA CORP.ex31-1.htm
EX-31.2 - CERTIFICATION OF THE PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - JAMMIN JAVA CORP.ex31-2.htm



 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended October 31, 2014
 
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 incorporation or organization)
(IRS Employer Identification No.)
 
 
4730 Tejon St., Denver, Colorado 80211
 
(Address of principal executive offices and Zip Code)
 
 
Registrant’s telephone number, including area code: (323) 556-0746
 
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 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    
Smaller reporting company  
 
 
(Do not check if a smaller reporting company)
 
 
 
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 5, 2014, there were 124,775,943 shares of the issuer’s common stock outstanding, which number includes 263,157 shares of common stock which the issuer has agreed to its Chief Executive Officer, President and Chairman (an aggregate of 789,471 shares of common stock) in consideration for services rendered, which shares of common stock were not physically issued (or issued in book entry) as of December 5, 2014, but which shares the issuer plans to issue shortly after December 5, 2014, as described in greater detail below under "Part II" - "Item 5. Other Information".

 
 

 
 
 
Jammin Java Corp.
 
 
For the Three and Nine months Ended October 31, 2014 and 2013
 
 
INDEX
 
         Page
                      PART I – FINANCIAL INFORMATION   
     
Item 1.
Condensed Financial Statements
     F-1
 
 
 
 
Condensed Balance Sheets as of October 31, 2014 (unaudited) and January 31, 2014
   F-1
 
 
 
 
Condensed Statements of Operations (unaudited) - For the three and nine months ended October 31, 2014 and 2013
   F-2
 
 
 
 
Condensed Statements of Cash Flows (unaudited) - For the nine months ended October 31, 2014 and 2013
   F-3
 
 
 
 
Notes to Condensed Financial Statements (unaudited)
   F-4
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  1
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  11
 
 
 
Item 4.
Controls and Procedures
  11
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
  13
 
 
 
Item 1A.
Risk Factors
  13
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  14
 
 
 
Item 3.
Defaults Upon Senior Securities
  15
 
 
 
Item 4.
Mine Safety Disclosures
  15
 
 
 
Item 5.
Other Information
  15
 
 
 
Item 6.
Exhibits
  15
 
 
 
Signatures
 
  16
 
 
 
 

 
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
JAMMIN JAVA CORP.
CONDENSED BALANCE SHEETS
 
   
   
October 31,
   
January 31,
 
   
2014
   
2014
 
   
(Unaudited)
       
             
Assets
           
Current Assets:
           
Cash
  $ 516,873     $ 857,122  
Accounts receivable
    1,971,165       1,085,947  
Notes receivable - related party
    -       2,724  
Inventory
    64,556       354,932  
Prepaid expenses
    -       1,163,914  
Other current assets
    72,842       41,430  
Total Current Assets
    2,625,436       3,506,069  
                 
Property and equipment, net
    422,263       440,194  
Intangible assets
    751,078       792,688  
Other assets
    23,566       15,716  
Total Assets
  $ 3,822,343     $ 4,754,667  
                 
Liabilities and Stockholders' Equity
               
Current Liabilities:
               
Accounts payable
  $ 1,489,614     $ 1,181,510  
Payable to Ironridge in common shares
    -       369,589  
Accrued expenses
    381,812       123,856  
Accrued royalty and other expenses - related party
    129,150       219,799  
Notes payable
    -       4,965  
Total Current Liabilities
    2,000,576       1,899,719  
                 
Total Liabilities
    2,000,576       1,899,719  
                 
Stockholders' Equity:
               
Common stock, $.001 par value, 5,112,861,525  shares authorized; 123,986,472 and 104,085,210  shares issued and outstanding, as of October 31, 2014 and January 31, 2014, respectively
    123,986       103,166  
Additional paid-in-capital
    23,328,742       16,514,630  
Accumulated deficit
    (21,630,961 )     (13,762,848 )
Total Stockholders' Equity
    1,821,767       2,854,948  
                 
Total Liabilities and Stockholders' Equity
  $ 3,822,343     $ 4,754,667  
                 
See accompanying notes to condensed financial statements
 
 
 
F - 1

 
 
 
JAMMIN JAVA CORP.
 
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
   
Three Months Ended October 31,
   
Nine Months Ended October 31,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Revenue:
  $ 2,841,504     $ 2,277,290     $ 7,061,287     $ 4,873,220  
Discounts and allowances
    (324,300 )     (84,172 )     (344,560 )     (257,615 )
Net revenue
    2,517,204       2,193,118       6,716,727       4,615,605  
                                 
Cost of sales:
                               
Cost of sales products
    1,766,469       1,382,067       5,018,088       2,833,587  
Total cost of sales
    1,766,469       1,382,067       5,018,088       2,833,587  
                                 
Gross Profit - Products
    750,735       811,051       1,698,639       1,782,018  
                                 
Operating Expenses:
                               
Compensation and benefits
    1,055,159       686,241       3,234,393       1,373,394  
Selling and marketing
    677,122       15,777       2,387,360       139,709  
General and administrative
    603,744       758,635       2,144,390       1,627,383  
Total operating expenses
    2,336,025       1,460,653       7,766,143       3,140,486  
                                 
Other income (expense):
                               
Other income (expense)
    (1,353,608 )     (728,705 )     (1,799,547 )     (1,044,891 )
Interest expense
    (940 )     (244 )     (1,062 )     (108,918 )
Total other income (expense)
    (1,354,548 )     (728,949 )     (1,800,609 )     (1,153,809 )
                                 
Net Loss
  $ (2,939,838 )   $ (1,378,551 )   $ (7,868,113 )   $ (2,512,277 )
                                 
Net loss per share:
                               
Basic and diluted loss per share
  $ (0.02 )   $ (0.01 )   $ (0.07 )   $ (0.03 )
                                 
Weighted average common shares outstanding - basic and diluted
    123,234,667       96,466,602       116,934,147       90,255,429  
                                 
 
 
See accompanying notes to condensed financial statements
 
 
F - 2

 
 
JAMMIN JAVA CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
   
Nine Months Ended October 31,
 
   
2014
   
2013
 
Cash Flows From Operating Activities:
               
Net loss
 
$
           (7,868,113)
   
$
           (2,512,277)
 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Common stock issued for services
   
               336,147
     
               860,840
 
Common stock issued to Ironridge for debt extinguishment
   
            2,170,164
     
                       -
 
Shared-based employee compensation
   
            1,459,032
     
               741,104
 
Depreciation
   
                75,045
     
                   7,003
 
Amortization of license agreement
   
                36,500
     
                 36,500
 
Amortization of intangible assets
   
                      5,110
     
                       -
 
Amortization of debt discount and deferred financing costs
   
                       -
     
                 43,490
 
Loss on settlement of liabilities
   
                       -
     
             1,120,593
 
Changes in:
               
Accounts receivable
   
             (885,218)
     
           (2,246,185)
 
Notes receivable - related party
   
                  2,724
     
                 (2,724)
 
Inventory
   
               290,376
     
           (2,249,684)
 
Prepaid expenses and other current assets
   
            1,132,502
     
                (46,488)
 
Other assets - long term
   
                 (7,850)
     
                (15,716)
 
Accounts payable
   
               308,104
     
             5,346,350
 
Accrued expenses
   
               257,956
     
                 35,693
 
Accrued expenses - related party
   
               (90,649)
     
                       -
 
Bank Overdraft
   
                       -
     
                 (8,931)
 
Derivative liability
   
                       -
     
              (120,006)
 
Net cash provided by (used in) operating activities
   
           (2,778,170)
     
               989,562
 
                 
Cash Flows From Investing Activities:
               
Purchases of property and equipment
   
               (57,114)
     
              (169,966)
 
Investment in restricted cash
   
                       -
     
                 65,382
 
Net cash used in investing activities
   
               (57,114)
     
              (104,584)
 
                 
Cash Flows From Financing Activities:
               
Common stock issued for cash
   
            2,500,000
     
               196,000
 
Proceeds from sale of common stock
   
                       -
     
                 50,000
 
Repayment of notes payable - related party
   
                       -
     
                (11,825)
 
Advances from related parties
   
                       -
     
                   2,371
 
Repayment of promissory note, net of financing costs
   
                       -
     
              (350,000)
 
Financing on short term debt
   
                 (4,965)
     
                 34,890
 
Net cash provided by (used in) financing activities
   
            2,495,035
     
                (78,564)
 
                 
Net change in cash
   
             (340,249)
     
               806,414
 
Cash at beginning of period
   
               857,122
     
                       -
 
Cash at end of period
 
$
               516,873
   
 $
               806,414
 
                 
Supplemental Cash Flow Information:
               
Cash paid for interest
 
$
                       -
   
 $
                 54,103
 
                 
Non-Cash Transactions:
               
Financed insurance policy
 
$
 .
   
 $
                 12,414
 
Extinguishment of debt for stock
 
$
                       -
   
 $
             4,747,771
 
                 
 
 
See accompanying notes to condensed financial statements
 
 
F - 3

 
 
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
October 31, 2014
 
(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 or any other future period. 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 October 31, 2014 has been derived from the audited balance sheet at January 31, 2014 contained in such Form 10-K.
 
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Jammin Java” and the “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
 
Jammin Java, doing business as Marley Coffee, is a United States (U.S.)-based company that provides sustainably grown, ethically farmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brand name. U.S. and international grocery retail channels have become the Company’s largest revenue channels, followed by online retail, office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop these revenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marley name through the licensing of the Marley Coffee trademarks.
 
Reclassifications. Certain prior period amounts have been reclassified to conform to the current period 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 those estimates.
 
Fair Value. 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.
 
 
F - 4

 
 
 
·
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. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2014, the Company had no cash equivalents. Additionally, no interest income was recognized for the three and nine months ended October 31, 2014, respectively. As of October 31, 2014, the Company held no auction rate securities.
 
Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured.
 
The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns.
 
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. The Company’s policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections.  Accordingly, the Company has determined that no allowance for doubtful accounts was required at October 31, 2014.
 
Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of October 31, 2014, the Company determined that no reserve was required.
 
Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements 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.
 
Depreciation was $26,227 and $75,045 for the three and nine months ending October 31, 2014, respectively.  Depreciation was $3,251 and $7,003 for the three and nine months ending October 31, 2013, respectively.
 
Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. 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 January 31, 2014 or 2013.
 
Stock-Based Compensation.   Pursuant to the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 measurement 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.
 
Goodwill.  Goodwill arose from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In performing our goodwill impairment analysis, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, we perform the second step of the analysis, which involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill, the difference of which represents the impairment loss. The determination of the reporting unit’s fair value requires significant judgment and is based on management’s best estimate. We generally use valuation techniques based on our market capitalization and multiples of revenue for similar companies. In addition, management may consider the reporting unit’s expected future earnings, and a control premium, which is the amount that a buyer is willing to pay over the current market price of a company as indicated by the traded price per share (i.e., market capitalization), in order to acquire a controlling interest.
 
 
F - 5

 
 
Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. 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 ASC 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 reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences 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 includes 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 three and nine months ended October 31, 2014 and 2013, respectively. The number of shares excluded due to being antidilutive at October 31, 2014 was 14,141,025 shares.
 
Recently Issued Accounting Pronouncements. Accounting standards that have been issued by the FASB or other standards setting bodies that do not require adoption until a future date are being evaluated by the Company to determine whether adoption will have a material impact on the Company’s financial statements.
 
Note 3 – Going Concern and Liquidity
 
These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
The Company incurred a net loss of $2,939,838 and $7,868,113 for the three and nine months ending October 31, 2014, and has an accumulated deficit since inception of $21,630,961. The Company has a history of losses and has only recently begun to generate revenue as part of its 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 its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.
 
The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to sell its products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses, and obtain additional funds when needed. Management intends to increase sales by increasing the Company’s product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships.
 
There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2014 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company’s ability to continue as a going concern.
 
 
F - 6

 
 
Note 4 – Inventories
 
Inventories were comprised of:
 
 
 
October 31,
   
January 31,
 
 
 
2014
   
2014
 
Finished Goods - Coffee
  $ 64,556     $ 354,932  
    $ 64,556     $ 354,932  
 
Note 5 - Intangible Assets
 
Intangible assets include our License Agreement, and intangibles and goodwill arising from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase.  The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:
 
   
October 31,
   
January 31,
 
2014
2014
License Agreement
 
$
               730,000
   
$
       730,000
 
Intangible assets
   
                 49,900
     
        49,900
 
    Total    $ 779,900      $ 779,900  
Accumulated amortization
   
              (116,984)
     
       (75,374)
 
    Intangibles subject to amortization    $ 662,916      $ 704,526  
    Goodwill     88,162       88,162  
Intangible assets
 
$
               751,078
   
$
       792,688
 
 
The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:
 
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
     
2014
     
2013
     
2014
     
2013
 
                                 
License Agreement
 
$
                 12,169
   
$
        12,166
   
$
            36,500
   
$
        36,500
 
Intangible assets
   
                   2,612
     
               -
     
             5,110
     
               -
 
                                 
Total Intangible Amortization Expense
 
$
                 14,781
   
$
        12,166
   
$
            41,610
   
$
        36,500
 
 
       
Years Ending January 31,
     
2015
  $ 12,167  
2016
    49,915  
2017
    49,915  
2018
    49,915  
2019
    49,915  
Thereafter
    451,089  
Total
  $ 662,916  
 
 
F - 7

 
 
Note 6 – Notes Payable
 
On October 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), effective June 29, 2012 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2 million for working capital purposes, based on the amount of eligible accounts receivable the Company provided to secure the repayment of the amounts borrowed.
 
On October 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the “Revolving Note”), the repayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. The Revolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on October 18, 2013.
 
The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation (Ironridge) Transaction#1), described in Note 10, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company and cancelled in May 2013. See Note 10 for further details.
 
Note 7 - Related Party Transactions
 
Transactions with Marley Coffee Ltd.
 
During the nine months ending October 31, 2014 and 2013, the Company made purchases of $290,258 and $768,960, respectively, from Marley Coffee Ltd. ("MC") a producer of Jamaican Blue Mountain coffee that the Company purchases in the normal course of its business. The Company directs these purchases to third-party roasters for fulfillment of sales orders. The Company's Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC.
 
Note 8 – Stock Options
 
 
Activity in stock options during the nine month period ended October 31, 2014
 
               
Weighted Average
 
   
Number of
   
Weighted Average
   
Remaining Contract
 
   
Shares
   
Exercise Price
   
Term (# years)
 
Outstanding at February 1, 2014
   
           17,260,000
   
$
                            0.35
     
  
 
Granted
   
                820,000
     
                                -
     
  
 
Exercised
   
                (50,000)
     
                          (0.16)
     
  
 
Forfeited and canceled
   
              (200,000)
     
                                -
     
  
 
Outstanding at October 31, 2014
   
           17,830,000
   
$
                            0.35
     
                                   3.55
 
Exercisable at  October 31, 2014
   
           9,965,829
   
$
                            0.34
     
                                   3.28
 
 
 
F - 8

 
 
Share-based Compensation:
 
On August 5, 2011, the Board approved the 2011 Equity Compensation Plan (the “2011 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2011 Equity Compensation Plan provides that no more than 20 million shares of the Company’s common stock may be issued pursuant to awards under the 2011 Equity Compensation Plan, which has not been approved by the shareholders of the Company to date.  The shares of common stock issuable under the 2011 Equity Compensation Plan have not been registered with the Securities and Exchange Commission.  As of October 31, 2014, 3,666,667 options had been granted for the purchase of common stock, all of which were exercisable under the 2011 Equity Compensation Plan.
 
On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012 (amended October 17, 2013), the Company registered the shares of common stock issuable under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,649,812 shares of common stock had been issued and options to purchase 5,250,000 shares of common stock had been granted under the 2012 Equity Compensation Plan. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,350,000 options to purchase shares of common stock had been granted, of those options 3,216,667 were exercisable under the 2012 Equity Compensation Plan.
 
Effective September 10, 2013, the Board of Directors approved and adopted the Company’s 2013 Equity Incentive Plan (the “2013 Equity Compensation Plan”). The 2013 Equity Incentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the 2013 Equity Incentive Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Equity Incentive Plan. The 2013 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2013 Equity Compensation Plan. On October 17, 2013, the Company registered the shares of common stock issuable under the 2013 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission.  Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, options to purchase 8,480,000 shares of common stock had been issued under the 2013 Equity Compensation Plan. Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 8,480,000 options to purchase shares of common stock had been granted, of those options  2,749,162 were exercisable under the 2013 Equity Compensation Plan.
 
During the three and nine months ended October 31, 2014 the Company recognized share-based compensation expenses totaling $368,938 and $1,459,032, respectively. The remaining amount of unamortized stock option expense at October 31, 2014 was $2,452,234.
 
There were also 333,333 options to purchase shares of common stock outside of the three plans mentioned above, all of which were exercisable as of October 31, 2014.
 
The intrinsic value of exercisable and outstanding options at October 31, 2014 and 2013 was $665,000 and $611,833, respectively.
 
Note 9 - Warrants
 
Transaction with Mother Parkers
 
On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “Subscription”).  Pursuant to the Subscription, Mother Parkers purchased 7,333,529 units from the Company, each consisting of (a) one share of the Company’s common stock, $0.001 par value per share (the “Shares”); and (b) one (1) warrant to purchase one share of the Company’s common stock (the “Warrants” and collectively with the Shares, the “Units”) at a price per Unit equal to the fifty day weighted-average price per share of the Company’s common stock on the OTCQB market, for the fifty trading days ending March 7, 2014 (the date the parties first discussed the transactions contemplated by the Subscription), which was $0.3409 (the “Per Unit Price”). The total purchase price paid for the Units was $2,500,000.
 
                 
Weighted Average
   
Number of
   
Weighted Average
 
Remaining Contract
   
Shares
   
Exercise Price
 
Term (# years)
Warrants outstanding at February 1, 2014
   
                         -
   
$
                                -
 
  
Granted
   
             7,333,529
     
                            0.34
 
  
Warrants outstanding at October 31, 2014
   
             7,333,529
   
$
                            0.34
 
                                   2.54
 
Note 10 – Settlement of Liabilities with Ironridge
 
Ironridge Transaction #1
 
On March 6, 2013, pursuant to an order setting forth a stipulated settlement (“Order #1” and “Stipulation #1”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744 in accounts payable and accrued expenses (“Claim #1”) owed by us to various parties, was issued 7,000,000 shares of our common stock (“Initial Issuance #1”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.
 
 
F - 9

 
 
The shares issued in Initial Issuance #1 were subject to adjustment as provided below:
 
From the date of Stipulation #1 until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $10,000,000 (“Calculation Period #1”), Ironridge was to retain that number of shares of Common Stock of Initial Issuance #1 (“Final Amount #1”) with an aggregate value equal to (a) $1,068,631 (105% of Claim Amount #1), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #1 (which closing price was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #1, less $0.01 per share (“Share Price #1”).
 
If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or a daily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge could request that the Company reserve and issue additional shares of Common Stock (“True Up Shares”), provided that no additional shares of common stock were requested.
 
At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount #1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additional shares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation.
 
The Stipulation #1 provided that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock.  The Company also agreed pursuant to Stipulation #1 that (a) until at least one half of the total trading volume for Calculation Period #1 had traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #1 was approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #1 was approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).
 
The Calculation Period #1 was satisfied as of June 18, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge.  The final number of shares owed was 5,353,512, resulting in 1,646,488 shares of the initial 7,000,000 shares issued being returned by Ironridge and cancelled by the Company in July 2013.
 
For the nine months ending October 31, 2014 and 2013, the Company, in connection with the above transaction, recorded a loss on extinguishment of debt in the amount of $1,800,141 and $728,294, respectively, which equaled the difference in the fair value of the shares issued to and the obligations assumed by Ironridge.
 
Ironridge Transaction #2
 
On May 24, 2013, pursuant to an order setting forth a stipulated settlement (“Order #2” and “Stipulation #2”) issued by the Court, Ironridge, who had previously purchased a total of an additional $1,278,058 in accounts payable and accrued expenses (“Claim #2”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #2”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.
 
The shares issued in Initial Issuance #2 were subject to adjustment as provided below:
 
From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for the aggregate trading volume of the Common Stock to exceed $20,000,000 (“Calculation Period #2”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance #2 (“Final Amount #2”) with an aggregate value equal to (a) $1,278,058 (105% of Claim Amount #2), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closing price was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #2, less $0.01 per share (“Share Price #2”) and (b) the positive difference, if any, between (i) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during Calculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during the period from March 4, 2013 to May 24, 2013.
 
If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #2 shall be extended by one trading day.
 
 
F - 10

 
 
At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.
 
Stipulation #2 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock.  The Company also agreed pursuant to Stipulation #2 that (a) until at least one half of the total trading volume for Calculation Period #2 has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #2 is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #2 is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes.
 
The Calculation Period #2 was satisfied as of September 12, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge.  The final number of shares owed was 5,406,337, resulting in 406,337 additional shares being owed to Ironridge.
 
No loss on extinguishment was recorded by the Company, in connection with the above transaction, for the nine months ended October 31, 2014 and 2013.
 
Ironridge Transaction #3
 
On October 26, 2013, pursuant to an order setting forth a stipulated settlement (“Order #3” and “Stipulation #3”) issued by the Court, Ironridge, who had previously purchased an additional total of $2,499,372 in accounts payable and accrued expenses (“Claim #3”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #3”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.
 
The shares issued in Initial Issuance #3 were subject to adjustment as provided below:
 
 
·
From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for the aggregate trading volume of the Common Stock to exceed $50,000,000 (“Calculation Period #3”), Ironridge will retain that number of shares of Common Stock of Initial Issuance #3 (“Final Amount #3”) with an aggregate value equal to (a)(i) $2,624,340 (105% of Claim Amount #3), plus reasonable attorney’s fees and expenses, (ii) divided by 80% of the following:  the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3 (which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positive difference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during Calculation Period #3, and (B) $1,358,299 divided by 80% of the average of the lowest five individual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii) the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of shares otherwise owed pursuant to the foregoing.
 
 
·
If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #3 shall be extended by one trading day.
 
 
F - 11

 
 
 
·
At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.Stipulation #3 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock and with regard to at least 5% of Final Amount #3, Ironridge shall not sell any shares of Common Stock issuable in connection with such amount until at least six months after entry of Order #3.  We also agreed pursuant to Stipulation #3 that (a) until at least one half of the total trading volume for Calculation Period #3 has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our Common Stock; and (b) until at least thirty days from the date Order #3 is approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement.  Until at least 180 days after the end of Calculation Period #3, (a) we agreed that we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for:  (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind.
 
Through October 31, 2014, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt in the amount of $3,931,134 which equaled the difference in the fair value of the shares issued and the obligations assumed by Ironridge. The Company issued 3,853,555 shares in August 2014 and 5,000,000 shares in final settlement of the transaction on September 15, 2014.  As of October 31, 2014 there was no remaining liability to Ironridge.
 
Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the “Settlement”) with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under Order #3 and Stipulation #3 in consideration for the issuance to Ironridge of 5,000,000 shares of common stock. As a result of the Settlement, no additional shares will be owed by the Company to Ironridge and the restrictions on the Company’s ability to sell and issue additional shares of common stock (as described above) in connection with Order #3 and Stipulation #3 or otherwise were terminated.
 
Note 11 – Commitments and Contingencies
 
The Company’s commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of a business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of its business. The Company is not involved in any litigation or legal proceedings as of October 31, 2014, which would be deemed material.
 
On June 25, 2013, and effective August 1, 2013, the Company entered into a lease agreement for office space located at 4730 Tejon Street, Denver, Colorado 80211.  The office space encompasses approximately 4,800 square feet.  The lease has a term of 36 months expiring on July 31, 2016, provided that the Company has two additional three year options to renew the lease after the end of the initial term.  Rent during the first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of the initial term of the agreement, described below), and rent during the second three year option period will be at a rental cost mutually agreed by the Company and the landlord.  Rent due under the initial term of the agreement is as follows:
 
    ·    $8,172 per month from August 1, 2014 to July 31, 2015;
    ·    $8,499 per month from August 1, 2015 to July 31, 2016; and
    ·    $8,839 per month from August 1, 2016 to July 31, 2017.
 
 
F - 12

 
 
Effective August 1, 2013, in connection with the Company’s entry into the office space lease described above, the Company moved its principal place of business to Denver, Colorado.
 
Note 12 - Concentration of sales and segmented disclosure:
 
For the three months ended October 31, 2014, the majority of the Company’s revenue was generated from various customers – two customers (who are distributors of our products) consisted of 53% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The two customers with sales greater than 10% of revenues were: United Natural Foods Inc. (30%) and Kehe  (23%).
 
For the nine months ended October 31, 2014, the majority of the Company’s revenue was generated from various customers – three customers (who are distributors of our products) consisted of 51% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The three customers with sales greater than 10% of revenues were: United Natural Foods Inc. (27%), Mother Parker’s Tea and Coffee (12%) and Kehe (12%).
 
Note 13 – Subsequent Events
 
Management evaluated all subsequent events through the date that the financial statements were filed with the Securities and Exchange Commission, and concluded that no additional subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.
 
On December 4, 2014, the Company's Board of Directors awarded bonuses of $50,000 to each of Anh Tran, Brent Toevs, and Rohan Marley for services rendered during the 2015 fiscal year as officers and directors of the company. The bonuses were paid via the issuance of 263,157 shares of common stock to each of Messrs. Tran, Toevs and Marley which shares were issued pursuant to the Company's 2012 Stock Incentive Plan and as free trading pursuant to the Company’s Form S-8 Registration Statement, filed with the Securities and Exchange Commission on November 13, 2012 and amended on October 17, 2013.

 
F - 13

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
As used in this Quarterly Report, unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Jammin Java” and “Jammin Java Corp.” refer specifically to Jammin Java Corp. This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended January 31, 2014.
 
FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q and the documents incorporated by reference, include “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Examples of forward-looking statements include, but are not limited to any statements, predictions and expectations regarding our earnings, revenues, sales and operations, operating expenses, anticipated cash needs, capital requirements and capital expenditures, needs for additional financing, use of working capital, plans for future products, services and distribution channels, anticipated growth strategies, planned capital raises, ability to attract distributors and customers, sources of net revenue, anticipated trends and challenges in our business and the markets in which we operate, the impact of economic and industry conditions on our customers and our business, customer demand, our competitive position, the outcome of any litigation against us, critical accounting policies and the impact of recent accounting pronouncements. Additional forward-looking statements include, but are not limited to, statements pertaining to other financial items, plans, strategies or objectives of management for future operations, our financial condition or prospects, and any other statement that is not historical fact. Forward-looking statements are often identified by the use of words such as “may,” “might,” “intend,” “should,” “could,” “can,” “would,” “continue,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” “plan,” “seek” and similar expressions and variations or the negativities of these terms or other comparable terminology.
 
These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our management based on information currently available to management, all of which is subject to change. Such forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those stated or implied by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified under “Risk Factors” in  Item 1A of our Form 10-K Annual Report for the year ended January 31, 2014, as filed with the Securities and Exchange Commission on May 16, 2014 (the “Annual Report”). We undertake no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason except as otherwise required by law.
 
The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report, our Annual Report on Form 10-K for the year ended January 31, 2014 and in our other reports filed with the Securities and Exchange Commission (the “SEC”).
 
In this Form 10-Q, we may rely on and refer to information regarding the market for our products and our industry in general, which information comes from market research reports, analyst reports and other publicly available information.  Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.
 
Overview
 
Jammin Java, doing business as Marley Coffee, is a United States-based company that provides award winning sustainably grown, ethically-farmed and artisan roasted gourmet coffee through multiple United States and international distribution channels. We intend to develop a significant share of these markets and achieve a leadership position by capitalizing on the global recognition of the “Marley” brand name. We hope to capitalize on the guidance and leadership of our Chairman, Rohan Marley, and to increase our sales through the marketing of products using the likeness of, and reflecting the personality of, Mr. Marley.  Additionally, through a licensing agreement with the family of the late reggae performer, Robert Nesta Marley, professionally known as Bob Marley (which family members include Rohan Marley, our Chairman and the son of Bob Marley), we are provided the worldwide right to use the name “Marley Coffee” and reasonably similar variations thereof.
 
 
1

 
 
We believe the key to our growth is a multichannel distribution and sales strategy. Since August 2011, we have been introducing a wide variety of coffee products through multiple distribution channels using the Marley Coffee brand name. The main channels of revenue for the Company are now and are expected to continue to be domestic retail in both grocery and away from home, international distribution, and online retail.
 
In order to market our products in these channels, we have developed a variety of coffee products in varying formats.  The Company offers an entire line of coffee in whole bean and ground form with varying sizes including 2.5 ounce (oz), 8oz, 12oz and 2 pound (lbs) sizes.  The Company also offers a “single serve” solution with its compostable Single-Serve Pods for Bunn® and other pod-based home and office brewers.  The Company recently launched its Marley Coffee RealCup; compatible cartridges, for use in most models of Keurig®'s K-Cup brewing system.
 
On September 13, 2012, the Company entered into a fifteen (15) year license agreement (renewable for two additional fifteen (15) year terms thereafter in the option of the Company) with an effective date of August 7, 2012 with Fifty-Six Hope Road Music Limited, a Bahamas international business company (“Fifty-Six Hope Road” and the “FSHR License Agreement”). Rohan Marley, our Chairman, owns an interest in and serves as a director of Fifty-Six Hope Road. Pursuant to the FSHR License Agreement, Fifty-Six Hope Road granted the Company a worldwide, exclusive, non-transferable license to utilize the “Marley Coffee” trademarks (the “Trademarks”) in connection with (i) the manufacturing, advertising, promotion, sale, offering for sale and distribution of coffee in all its forms and derivations, regardless of portions, sizes or packaging (the “Exclusive Licensed Products”) and (ii) coffee roasting services, coffee production services, and coffee sales, supply, distribution and support services, provided that the Company may not open retail coffee houses utilizing the Trademarks. Fifty-Six Hope Road owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley, professionally known as Bob Marley, including the Trademarks. In addition, Fifty-Six Hope Road granted the Company the right to use the Trademarks on advertising and promotional materials that pertain solely to the sale of coffee cups, coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso and/or cappuccino, grinders, water treatment products, tea products, chocolate products, and ready-to-use (instant) coffee products (the “Non-Exclusive Licensed Products”, and together with the Exclusive Licensed Products, the “Licensed Products”). Licensed Products may be sold by the Company pursuant to the FSHR License Agreement through all channels of distribution, provided that, subject to certain exceptions, the Company cannot sell the Licensed Products by direct marketing methods (other than the Company’s website), including television, infomercials or direct mail without the prior written consent of Fifty-Six Hope Road. Additionally, FSHR has the right to approve all Licensed Products, all advertisements in connection therewith and all product designs and packaging.  The agreement also provides that FSHR shall own all rights to any domain names (including marleycoffee.com), incorporating the Trademarks.
 
In consideration for the foregoing licenses, the Company agreed to pay royalties to Fifty-Six Hope Road in an amount equal to 3% of the net sales of all Licensed Products on a quarterly basis. In addition, such royalty payments are to be deferred during the first 20 months of the term of the FSHR License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter until paid in full.  At October 31, 2014, $129,150 is accrued for such royalty fees with $65,908 having been paid during the quarter ended October 31, 2014.
 
On May 20, 2014, we entered into an Amended and Restated License Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “MP Agreement”), which amended and restated a prior license agreement entered into between the parties in October 2011.  A significant portion of the Company’s revenue comes from sales to and through Mother Parkers. As described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2014, the Company entered into a Subscription Agreement with Mother Parkers in April 2014, pursuant to which Mother Parkers purchased 7,333,529 units from the Company for $2.5 million, each unit consisting of one share of the Company’s common stock; and one warrant to purchase one share of common stock at $0.51135 per share for a term of three years.  Pursuant to our relationship with Mother Parkers, Mother Parkers produces Marley Coffee RealCups for us.  For direct sales of RealCups (e.g., in jurisdictions in which Mother Parkers does not have exclusive rights as described below) we purchase the RealCups from Mother Parkers and handle all aspects of selling, merchandising and marketing products to retailers. Pursuant to the MP Agreement, the Company granted Mother Parkers the exclusive right to manufacture, process, package, label, distribute and sell single serve hard capsules (which excludes single serve soft pods) (the “Product”) on behalf of the Company in Canada, the United States of America and Mexico. The rights granted under the MP Agreement are subject to certain terms and conditions of our license agreement with Fifty-Six Hope Road. Pursuant to the MP Agreement, Mother Parkers is required to, among other things, supply all ingredients and materials, labor, manufacturing equipment and other resources necessary to manufacture and package the Product, develop coffee blends set forth in specifications provided by the Company from time to time, procure coffee beans in the open market (or from the Company’s designee) at favorable prices, set prices for the Product in a manner that is competitive in the market place and deliver Product logo/brand designs to the Company for approval prior to manufacturing any such Product.  We are required to, among other things, cross-promote the Product, use Product images and marketing materials provided by Mother Parkers to promote the Product, and provide the services of Rohan Marley (our Chairman) at a minimum of five locations per year at the Company’s sole cost and expense.  There are no minimum volume or delivery requirements under the MP Agreement.  Pursuant to the MP Agreement, Mother Parkers agreed to pay us a fee of $0.06 per capsule for Talkin’ Blues products and $0.04 per capsule for all other Product sold by Mother Parkers under the terms of the agreement, which payments are due in monthly installments.  The MP Agreement has a term of five years, provided that it automatically renews thereafter for additional one year periods if not terminated by the parties, provided further that we are not able to terminate the agreement within the first 12 months of the term of the agreement and if we terminate the agreement or take any action that lessens or diminishes Mother Parkers’ exclusive rights under the agreement during months 12 through 36 of the agreement, we are required to pay Mother Parkers a fee of $600,000 and reimburse Mother Parkers for any out of pocket costs incurred by Mother Parkers for inventory and other materials that are unsalable or unusable after such termination.
 
 
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The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended January 31, 2014. We believe that for the three and nine months ending October 31, 2014, there have been no material changes to this information.
 
Recent Accounting Pronouncements
 
For the three and nine month period ended October 31, 2014, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard which will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In doing so, among other things, companies will generally need to use more judgment and make more estimates than under the current guidance. The accounting standard will be effective for the Company in the fiscal year beginning April 1, 2017. The standard may be adopted using a full retrospective or a modified retrospective (cumulative effect) method. Early adoption is not permitted. We are currently evaluating this standard and have not yet selected a transition method nor have we determined the effect of the standard on our financial statements and related disclosures.
 
In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation : Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period (“ASU 2014-12”). The guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. The guidance will be effective for the Company in the fiscal year beginning January 1, 2016, and early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements.
 
Management is evaluating the significance of the recent accounting pronouncement ASU 2014-15, Presentation of Financial Statements – Going Concern (subtopic 205-40); disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, and has not yet concluded whether the pronouncement will have a significant effect on the Company’s future financial statements.
 
 
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Products and Revenue Channels
 
The Company’s objective is to position Marley Coffee as the premiere brand across all of the distribution channels for which we license the use of the “Marley” name and to capitalize on the likeness, philosophies and strategies of our Chairman, Rohan Marley.
 
We are focused on three business verticals which all complement each other: Domestic, International, and our eBusiness subscription model.  All three of these channels distribute the Company’s wide variety of product offerings.
 
Domestic grocery is the core focus of the Company with the strategy of continuing to expand into key markets and gaining new accounts and building on the base of accounts we have already.  Within the U.S. grocery and specialty retail segment, the Company’s products are distributed through several distributors such as UNFI, Kehe and DPI and we also distribute directly to certain customers.  We sell to retailers such as Safeway, Krogers, HEB, Wegmans, Target, Jewel-Osco, Market Basket, Whole Foods, Winn Dixie Bi-Lo, Ahold, Hannafords, Albertsons, Shaw’s and Fairways, and Fresh and Easy. During the past year we have expanded our distributor relationships nationally in the United States. We expect our ongoing discussions with retailers will enable us to place our products in more chains throughout the year and we continue to seek to expand our product placement with grocery retailers and distributors throughout the United States and internationally.
 
We create and sell a variety of coffee products for almost every coffee distribution channel.  We sell 8 ounce (oz) and 12oz ground and whole bean bagged coffee primarily to the retail grocery channel.  We sell 2lb whole bean and 2.5oz fractional packs primarily to the food service and Office Coffee Service or Breakroom industry.
 
In late November 2012, we launched our Marley Coffee RealCups; a single serve; compatible cartridge, for use in most models of Keurig®'s K-Cup brewing system.  The coffee single serve segment is the fastest growing sector of the coffee industry and the fastest growing part of our business.  We generate revenues in this category in two ways 1) by selling directly to retailers; and 2) through a licensing agreement with our roasters Mother Parkers (described above).  For direct sales, we handle all aspects of selling, merchandising and marketing of the products to retailers.  Through the licensing agreement Mother Parkers develops the relationships with retailers and handles everything from selling, merchandising, discounting, promoting and marketing and we receive a licensing fee per cup sold as described above.
 
 
During the fourth quarter of calendar 2014 we plan to launch an innovative Coffee of the Month subscription service.
 
Plan of Operations
 
In fiscal 2014, we established a national grocery distribution network, increased our brand awareness and strengthened our international presence.  Last year we focused on expansion and this upcoming year we are prepared to build on that platform with organic growth. Over the course of the last year, we gained distribution in over 7,200 stores in the United States distributing approximately 5.2 different types of products per store and have authorization in approximately 10,000 stores.  In Canada through the MP Agreement (described above), the Company is distributed in over 1,900 stores.
 
Through fiscal 2015, while we will still look to gain additional distribution, we are not pursuing it at the same pace we did during the past 18 months. Our objective for our existing distribution is to increase our turn rate (velocity),  and build brand awareness to drive further growth.
 
We will also continue to work to engage distributors of our products from around the world to bring Marley Coffee to market.  Right now, we have distributors in the United Kingdom, all across Europe, Chile, South Korea, Australia and South Africa.
 
 
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Throughout fiscal 2014, the Company issued shares of common stock in consideration for services rendered to its officers, directors and employees in an effort to maximize its cash on hand and improve liquidity.  In fiscal 2015, the Company plans to pay the salaries of its officers and employees in cash, provided that where possible, the Company intends to continue to use common stock in lieu of cash consideration, and has continued to pay certain of its employees in stock instead of cash during fiscal 2015.  As the Company continues to grow it will need to raise additional cash in order to maintain its growth and fund its operations.  If the Company is unable to access additional capital moving forward, it will hurt our ability to maintain growth and possibly jeopardize our ability to maintain our current operations. There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations to continue as a going concern.
 
The Company is focused on growing revenue while working to lower cost of sales and operating expenses, with the ultimate goal of generating net income instead of net loss.
 
RESULTS OF OPERATIONS
 
Comparison of the Three Months Ending October 31, 2014 and 2013
 
Sales Revenue. Sales revenues for the three months ending October 31, 2014 and 2013 were $2,841,504 and $2,277,290, respectively, which represents an increase of $564,214 or 25% from the previous period.  Sales revenue increased as a result of the Company's continued expansion into the retail grocery market and its continued growth of other business verticals.  We had net revenue of $2,517,204 and $2,193,118, respectively, for the three months ended October 31, 2014, after deducting discounts and allowances of $324,300 and $84,172, respectively. The significant increase in discounts and allowances for the three months ended October 31, 2014 ($324,300) compared to the three months ended October 31, 2013 ($84,172) was due to expansion and growth of these accounts and trial transactions.
 
Cost of Sales. Cost of sales for the three months ending October 31, 2014 and 2013 were $1,766,469 and $1,382,067, respectively, which represents an increase of $384,402 or 28% from the prior period, which was mostly attributed to increased sales, especially of items with lower profit margins.
 
Gross Profit.  We had a gross profit of $750,735 and $811,051 for the three months ending October 31, 2014 and 2013, respectively.  Gross profit as a percentage of net sales was 30% and 37% for the three months ending October 31, 2014 and 2013, respectively.   Gross profit as a percentage of sales decreased due to expansion into new markets with lower initial margins on sales.
 
Compensation and Benefit Expenses. Compensation and benefits for the three months ending October 31, 2014 and 2013 were $1,055,159 and $686,241, respectively, which represented an increase of $368,918 or 54% from the prior period. The increase was mostly the result of increased stock compensation for the three months ended October 31, 2014, compared to the prior period, due to certain shares of common stock and options granted to employees and consultants in consideration for services rendered and to be rendered.
 
Selling and Marketing Expenses. Selling and marketing expenses for the three months ending October 31, 2014 and 2013 were $677,122 and $15,777, respectively, which represents an increase of $661,345 or 4,192% from the prior period. The increase was principally the result of additional advertising campaigns undertaken in new markets in the current period. As the business has developed, the customer base has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout fiscal 2015 as we will seek to expand our customer base even more and build out the Company brand.  Much of the selling and marketing that happens outside of this categorization occurred in new staffing in marketing.
 
General and Administrative Expenses.   General and administrative expenses for the three months ending October 31, 2014 and 2013 were $603,744 and $758,635, respectively, which represents a decrease of $154,891 or 20.4% from the prior period. The decrease was principally the result of cost-cutting and streamlining of existing operations.
 
 
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Total Other Income (Expense).  We had other expense of $1,354,548 for the three months ended October 31, 2014, compared to other expense for the three months ended October 31, 2013 of $728,949, an increase of $625,599.  This increase was in connection with the Ironridge transactions in the period (described below) which caused a loss on extinguishment of debt from the issuance of shares; provided that such transactions are now final and no longer subject to true-ups (see Note 10 to the financial statements included herein).  Also included in total other expense was interest expense of $940 for the three months ended October 31, 2014, compared to interest expense of $244 for the three months ended October 31, 2013.  Interest expense increased due to the acquisition of our outstanding interest bearing liabilities by Ironridge and the settlement of such debt through the issuance of common stock.  The significant total other income expense is related to the Ironridge true-ups, which will not  continue in future quarters.
 
Net Loss. We incurred a net loss of $2,939,838 and $1,378,551 for the three months ended October 31, 2014 and 2013, respectively, an increase in net loss of $1,561,287 or 113% from the prior period. The principal reasons for the increase in net loss were the $1.3 million in other expenses related to Ironridge, which expenses will not be re-occurring in future periods which resulted in a $625,599 increase in total other expense, the $368,918 increase in compensation and benefits and the $661,345 increase in selling and marketing expenses.
 
Comparison of the Nine Months Ending October 31, 2014 and 2013
 
Sales Revenue. Sales revenues for the nine months ending October 31, 2014 and 2013 were $7,061,287 and $4,873,220, respectively, which represents an increase of $2,188,067 or 45% from the previous period.  Sales revenue increased as a result of the Company's continued expansion into the retail grocery market and its continued growth of other business verticals.   We had net revenue of $6,716,727 and $4,615,605, respectively, for the nine months ended October 31, 2014 and 2013, respectively, after deducting discounts and allowances of $344,560 and $257,615, respectively.
 
Cost of Sales. Cost of sales for the nine months ending October 31, 2014 and 2013 were $5,018,088 and $2,833,587, respectively, which represents an increase of $2,184,501 or 77%, which was mostly attributed to increased sales, especially of items with lower profit margins.
 
Gross Profit.  We had a gross profit of $1,698,639 and $1,782,018 for the nine months ending October 31, 2014 and 2013, respectively.  Gross profit as a percentage of net sales was 25% and 37% for the nine months ending October 31, 2014 and 2013, respectively.   Gross profit as a percentage of sales decreased due to an increase in cost to achieve market share sales.
 
Compensation and Benefit Expenses. Compensation and benefits for the nine months ending October 31, 2014 and 2013 were $3,234,393 and $1,373,394, respectively which represented an increase of $1,860,999 or 136% from the prior period. The increase was mostly the result of more employees and contractors engaged to help manage the growth of the Company.
 
Selling and Marketing Expenses. Selling and marketing expenses for the nine months ending October 31, 2014 and 2013 were $2,387,360 and $139,709, respectively, which represents an increase of $2,247,651 or 1,609% from the prior period. The increase was principally the result of additional advertising campaigns undertaken in the new markets in the current period. As the business has developed, the customer base has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout 2015 as we will seek to expand our customer base even more and build out the Company brand.  Much of the selling and marketing that happens outside of this categorization occurred in new staffing in marketing.
 
General and Administrative Expenses.   General and administrative expenses for the nine months ending October 31, 2014 and 2013 were $2,144,390 and $1,627,383 respectively, which represents an increase of $517,007 or 32% from the prior period. The increase was principally the result of overall increased expansion of the business and the need to support that expansion mostly through professional fees and payroll. General and administrative expense also increased due to increased corporate reporting expenses and increased insurance expenses.
 
 
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Total Other Income (Expense).  We had other expense of $1,800,609 for the nine months ended October 31, 2014, compared to other expense for the nine months ended October 31, 2013 of $1,153,809, an increase of $646,800.  This increase was in connection with the Ironridge transactions in the period (described below) which caused a loss on extinguishment of debt from the issuance of shares; provided that such transactions are now final and no longer subject to true-ups (see Note 10 to the financial statements included herein).  Also included in total other expense was interest expense of $1,062 for the nine months ended October 31, 2014, compared to interest expense of $108,918 for the nine months ended October 31, 2013.  Interest expense decreased due to the settlement of  debt through the issuance of common stock in prior year.
 
Net Loss. We incurred a net loss of $7,868,113 and $2,512,277 for the nine months ended October 31, 2014 and 2013, respectively, an increase in net loss of $5,355,836 or 213% from the prior period. The principal reasons for the increase in net loss were the $1,799,547 in other expense associated with Ironridge, which expenses will not be re-occurring in future periods which resulted in a $646,800 increase in total other expense, the $1,860,999 increase in compensation and benefits, and the $2,247,651 increase in selling and marketing expenses.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Since our inception, we have financed our operations primarily through the issuance of our common stock.
 
The following table presents details of our working capital and cash and cash equivalents:
 
   
October 31,
2014
   
January 31,
2014
   
Decrease
 
Working Capital
  $ 624,860     $ 1,606,350     $ (981,490 )
Cash
  $ 516,873     $ 857,122     $ (340,249 )
 
At October 31, 2014, we had total assets of $3,822,343 and total liabilities of $2,000,576. Our current sources of liquidity include our existing cash and cash equivalents and cash from operations and funds raised through the sale of common stock and warrants in private placements (as described in greater detail below). For the three months ended October 31, 2014, we generated gross sales of $2,851,504 and we had a net loss of $2,939,838.
 
Total current assets of $2,625,436 as of October 31, 2014 included cash of $516,873, accounts receivable of $1,971,165, inventory of $64,556 and other current assets of $72,842.
 
We had total assets as of October 31, 2014 of $3,822,243 which included the total current assets of $2,625,436, $422,263 of property and equipment, net, $620,501 of license agreement, representing the value of the FSHR License Agreement, $42,415 of intangible assets, $88,162 of goodwill and $23,566 of other assets.
 
We had total liabilities of $2,000,576 as of October 31, 2014, which were solely current liabilities and included $1,489,614 of accounts payable, $129,150 of accrued royalty – related party (relating to amounts accrued in connection with the FSHR License Agreement), and $381,812 of accrued expenses.
 
As of the filing of this report, we believe that our cash position, funds we may raise through future offerings, and the revenues we generate will be sufficient to meet our working capital needs for approximately the next twenty-four months based on the pace of our planned activities.
 
In the fourth fiscal quarter of 2014 and first three fiscal quarters of 2015, we established an annual promotional calendar for our retailers and distributors.  Promotions range from discounts at store level to in-store tastings.  To date, promotions and trial programs, especially at some of our larger accounts such as Kroger, Safeway and HEB, are increasing product velocity.  Additionally we are constantly evaluating cost effective tools to generate brand awareness and trials outside of the retail environment.  We plan to continue driving these efforts with the goal of seeing revenues from organic growth increase quarter-to-quarter through fiscal 2015.
 
 
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We are excited about our other business lines as well. Our away from home business has been growing, especially in the Denver, Colorado area.  Its growth helps feed our grocery retail business at a minor cost.  Our international growth is picking up pace as well.  Europe is growing, as has our commitment to foster the region.  Both Chile and South Korea still remain some of the most exciting markets for us as our distributors and partners in that region have done a phenomenal job marketing and growing the brand.  Additionally, in this fiscal quarter we started shipping to new distributors in Australia and Mexico.
 
Gross margins were very tight in fiscal 2014 as significant discounts and deductions were given to gain distribution and market penetration.  As these accounts mature, we expect our gross margins to increase in the upcoming year.
 
The overwhelming majority of our sales are outside of the distribution of Jamaican Blue Mountain (JBM) beans and products.  Nonetheless, one of our main concerns for fiscal 2015 is a shortage in JBM.  Hurricane Sandy and coffee leaf rust has impacted the production output of JBM by about 40 percent for 2014.  Jamaica and the industry expect a slow recovery in 2015. This tightening of supplies has caused JBM prices to increase by about 40%.  We are committed to ensuring our supply chain and providing our customers JBM. We are diligently working to secure more JBM as the market we created for it continues to expand.  There still is a high demand for JBM in North America, but limited supply and rising costs may hurt sales.  We are currently working to address the supply issues and while we believe we will be in a far better position in Fiscal 2015 with respect to JBM availability, if we are unable to purchase a sufficient quantity of high-quality coffee beans, we may not be able to fulfill demand for our coffee, our revenue may decrease and our ability to expand our business may be negatively impacted.
 
The goal for the end of 2015 is to reduce net loss while increasing revenues, however, we have not yet generated net income through the sale of our products and make no assurances that net income will be generated in the future.  We will remain flexible in the implementation of our business strategy and will revise downward our funding requirements and further reduce our selling and marketing and our general and administrative expenses to a level that is in line with our financial means but consistent with our vision.
 
In March, May and July 2013, we affected the transactions with Ironridge, described in greater detail below, pursuant to which an aggregate of $4,795,802 in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge, was satisfied by the issuance of shares of our common stock, came off our balance sheet and significantly improved our liquidity.  The Ironridge transactions helped fuel our significant growth for fiscal 2014; however, we have no intentions, nor do we anticipate doing another transaction in the same format as we did with Ironridge in the foreseeable future.
 
From time to time, we may attempt to raise capital through either equity or debt offerings.  In July and August 2013, we raised $246,000 through the sale of units and in April 2014 we raised $2.5 million through the sale of units to Mother Parkers, described in greater detail below. Our capital requirements will depend on many factors, including, among other things, the rate at which our business grows, with corresponding demands for working capital and expansion capacity. We could be required, or may elect, to seek additional funding through public or private equity, debt financing or bank financing. However, a credit facility, or additional funds through public or private equity or other debt financing, may not be available on terms acceptable to us or at all, or that any such financing activity would not be dilutive to our stockholders. Without additional funds and/or increased revenues, we may not be able to expand our business as planned.
 
Our ability to meet our obligations in the ordinary course of business is dependent upon our ability to sell our products directly to end users and through distributors, establish profitable operations through increased sales and decreased expenses and obtain additional funds when needed.
 
 
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Cash Flows
 
   
Nine months ended
 
   
October 31, 2014
   
October 31, 2013
 
Net cash provided by (used in) operating activities
  $ (2,778,170 )   $ 989,562  
Net cash provided by (used in) investing activities
  $ (57,114 )      $ (104,584 )
Net cash provided by (used in) financing activities
  $ 2,495,035     $ ( 78,564 )
 
Operating Activities
 
Compared to the corresponding period in 2013, net cash used in operating activities decreased by $3,767,732 for the nine months ended October 31, 2014. The decrease was primarily due to $7,868,113 of net loss and $885,218 of increase in accounts receivable, offset by $1,132,502 of decrease in prepaid expenses and other current assets, $1,459,032 of share based employee compensation, and $2,170,164 of common stock issued to settle amounts owed in the Ironridge transactions.
 
Investing Activities
 
Compared to the corresponding period in fiscal 2013, net cash used in investing activities decreased by approximately $47,470 due primarily to restricted cash received in connection with the termination of a sweep fund account we previously maintained with one of our lenders, which transaction was subsequently cancelled and decreases in purchases of property and equipment.
 
Financing Activities
 
Compared to the corresponding period in fiscal 2013, net cash provided by financing activities increased by approximately $2,573,599 for the nine months ended October 31, 2014 primarily from the $2,500,000 of common shares sold to Mother Parkers for cash in the current period (as described below).
 
From time to time, we may attempt to raise capital through either equity or debt offerings. Our capital requirements will depend on many factors, including, among other things, the rate at which our business grows, with corresponding demands for working capital and expansion capacity. We could be required, or may elect, to seek additional funding through public or private equity, debt financing or bank financing.
 
Funding and Financing Agreements
 
Ironridge Transactions
 
On March 6, 2013, May 24, 2013 and July 26, 2013, pursuant to three separate orders setting forth stipulated settlements (the “Orders” and the “Stipulations”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744, $1,278,058 and $2,499,372, respectively, in accounts payable and accrued expenses (each, the “Claim”) owed by us to various parties, was issued shares of our common stock (each the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amounts came off our balance sheet and significantly improved our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.  The shares issued in the Initial Issuances, totaling 7,000,000, 5,000,000 and 5,000,000 shares, respectively, were subject to adjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013, May 15, 2013 and July 30, 2013, respectively).  In July 2013, in connection with the true up associated with the March 2013 Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’s common stock to the Company for cancellation, which shares were cancelled in July 2013. In November 2013 we issued Ironridge an additional 4,524,079 shares of common stock, representing 671,841 additional shares pursuant to a true up in connection with the May 2013 Order and Stipulation and 3,852,238 additional shares pursuant to the July 2013 Order and Stipulation. In February 2014, we issued Ironridge an additional 3,366,316 shares of common stock pursuant to the July 2013 Order and Stipulation. In August 2014, we issued Ironridge an additional 3,853,555 shares of common stock pursuant to the July 2013 Order and Stipulation. The settlement of payables for common shares has been recorded as extinguishments.  At July 31, 2014 this liability was $820,164.
 
 
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Additionally, as a result of each Stipulation, we agreed that at no time shall shares of common stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding common stock.  We also agreed pursuant to each Stipulation that (a) until at least one half of the total trading volume for each respective calculation period has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our common stock; (b) until at least thirty days from the date each Order was approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date each Order was approved, we would not, directly or indirectly, issue or sell any free trading securities for financing purposes; provided that in lieu of covenant (c) above, for the July 2013 Stipulation, we instead agreed that until at least 180 days after the end of the applicable calculation period, (a) we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for: (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind.
 
The result of the Orders and Stipulations was that a total of $4,795,802 in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge was satisfied by the issuance of shares of our common stock as provided above, came off our balance sheet and significantly improved our liquidity.
 
Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the “Settlement”) with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under the July 2013 Order and Stipulation in consideration for the issuance to Ironridge of 5,000,000 shares of common stock (which will be issued to Ironridge pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended). As a result of the Settlement, no additional shares will be owed by the Company to Ironridge in connection with further true-ups and the restrictions on the Company’s ability to sell and issue additional shares of common stock (as described above) in connection with the July 2013 Order and Stipulation or otherwise were terminated.
 
Private Placements
 
In July and August 2013, the Company undertook a private offering of units to accredited investors, each consisting of one share of common stock and ½ of one warrant to purchase one share of common stock, which units have a sales price equal to a 20% discount to the closing price of the Company’s common stock on the date of each investor’s subscription and which warrants have an exercise price equal to 150% of the closing price on the date of each investor’s subscription.  The Company sold an aggregate of 647,137 units to four accredited investors at prices between $0.35 and $0.392 per unit and raised proceeds of $246,000 from such sales.  An aggregate of 647,137 shares and warrants to purchase an aggregate of 323,570 shares of the Company’s common stock were sold in the offering, which warrants are evidenced by Common Stock Purchase Warrants, have exercise prices from between $0.66 and $0.74 per share, a term of one year, and prohibit the holders thereof from exercising such warrants to the extent such exercise would result in the beneficial ownership of more than 4.99% of the Company’s common stock, subject to the holders’ right to waive such limitation with 61 days prior written notice.
 
On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “Subscription”).  Pursuant to the Subscription, Mother Parkers purchased 7,333,529 units from the Company, each consisting of (a) one share of the Company’s common stock, $0.001 par value per share (the “Shares”); and (b) one (1) warrant to purchase one share of the Company’s common stock (the “Warrants” and collectively with the Shares, the “Units”) at a price per Unit equal to the fifty day weighted-average price per share of the Company’s common stock on the OTCQB market, for the fifty trading days ending March 7, 2014 (the date the parties first discussed the transactions contemplated by the Subscription), which was $0.3409 (the “Per Unit Price”). The total purchase price paid for the Units was $2,500,000.
 
 
10

 
 
Pursuant to the Subscription, we provided Mother Parkers a right of first refusal for a period of two (2) years following the Subscription, to purchase up to 10% of any securities (common stock, options or warrants exercisable for common stock) we propose to offer and sell in a public or private equity offering (the “ROFO Securities”), exercisable for 48 hours from the time we provide Mother Parkers notice of such proposed sale of ROFO Securities (subject where applicable to Mother Parkers meeting any prerequisites to participation in the offering). The right of first refusal does not apply to the issuance of (a) shares of common stock or options to employees, officers, directors or consultants of the Company in consideration for services, (b) securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of the Subscription, (c) securities issued pursuant to acquisitions or strategic transactions approved by the directors of the Company, provided that any such issuance shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital, and (d) any debt securities (other than any debt securities exchangeable for or convertible into shares of common stock). The right of first refusal is not assignable and expires upon the first to occur of two (2) years following the date of the Subscription and the date Mother Parkers enters into or takes certain bankruptcy related actions.
 
The Warrants have an exercise price equal to 150% of the Per Unit Price ($0.51135 per share), a term of three years and prohibit  Mother Parkers from exercising such Warrants to the extent such exercise would result in the beneficial ownership of more than 9.99% of the Company’s common stock, subject to Mother Parkers’ right to waive such limitation with 61 days prior written notice.
 
Off-Balance Sheet Arrangements
 
As part of our on-going business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangement or other contractually narrow or limited purposes. As of October 31, 2014, we are not involved in any material unconsolidated SPEs.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
 
Item 4. Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
Our management, with the participation of our Principal Executive Officer and Principal Accounting and Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 
Based on our evaluation, our Principal Executive Officer and Financial Officer concluded that our disclosure controls and procedures were 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.
 
 
11

 
 
Internal Control Over Financial Reporting
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
 
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 represent material weaknesses at October 31, 2014:
 
 
(1)
lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;
 
 
(2)
inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;
 
 
(3)
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements;
 
 
(4)
ineffective controls over period end financial disclosure and reporting processes; and
 
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 nine months ended October 31, 2014.
 
We are committed to improving our financial organization. As part of this commitment, moving forward, at such time as we are able to raise additional funding, we plan to hire additional outside accounting personnel and take 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 directors to our Board of Directors to be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in 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.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the three months ended October 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
12

 
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
 
On July 28, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company (“Whittle”) filed a complaint against the Company in the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209).

The complaint alleges that Whittle entered into a consulting agreement with the Company for which the Company has failed to make payments and that Rohan Marley, as both a director of the Company and of Marley Coffee Canada, Inc., additionally agreed that, as part of Whittle’s consulting compensation, the Company would assume a debt owed by Marley Coffee Canada to Whittle.  The cause of action set forth in the complaint includes breach of contract.

Damages claimed by Whittle include $60,000 under the consulting agreement and $19,715 related to payments assumed by the Company.

The Company has engaged legal counsel in the matter.  The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  In the event the matter is not settled, the Company intends to continue to vigorously defend itself against Whittle’s claims.
 
On September 30, 2014, Whittle individually, and derivatively on behalf of Marley Coffee LLC (“MC LLC”) filed a complaint against Rohan Marley, Cedella Marley, the Company, Hope Road Merchandising, LLC, Fifty-Six Hope Road Music Limited, and Marley Coffee Estate Limited in the United States District Court for the District of Colorado (Civil Action No. 2014-CV-2680).

The complaint alleges that Whittle entered into a partnership with Rohan Marley, the son of the late reggae music legend Robert Nesta Marley p/k/a Bob Marley, to sell premium coffee products branded after the name and likeness of Rohan Marley.  The causes of action set forth in the complaint include, among others, racketeering activity, trademark infringement, breach of fiduciary duty, civil theft, and civil conspiracy (some of which causes of action are not directly alleged against the Company), which are alleged to have directly caused Whittle and Marley Coffee LLC substantial financial harm.

Damages claimed by Whittle and MC LLC include economic damages to be proven at trial, profits made by defendants, treble damages, punitive damages, attorneys’ fees and pre and post judgment interest.

The Company has engaged legal counsel in the matter.  The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  In the event the matter is not settled, the Company intends to continue to vigorously defend itself against Whittle’s and MC LLC’s claims.
 
We may become involved in material legal proceedings in the future.
 
Item 1A. Risk Factors.
 
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014, filed with the Commission on May 16, 2014, and investors are encouraged to review such risk factors prior to making an investment in the Company.
 
 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
As described in greater detail above under “Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” – “Funding and Financing Agreements” – “Ironridge Transactions”, in March 2013, May 2013 and July 2013, we issued 7,000,000, 5,000,000 and 5,000,000 shares of common stock, respectively, to Ironridge in connection with certain transactions, which were subject to adjustment as discussed above.  In July 2013, in connection with the true up associated with the March 2013 Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’s common stock to the Company for cancellation, which shares were cancelled by the Company in July 2013.  In November 2013 we issued Ironridge an additional 4,524,079 shares of common stock, representing 671,841 additional shares pursuant to the May 2013 Order and Stipulation and 3,852,238 additional shares pursuant to the July 2013 Order and Stipulation. In February 2014, we issued Ironridge an additional 3,366,316 shares of common stock pursuant to the July 2013 Order and Stipulation. In August 2014, we issued Ironridge an additional 3,853,555 shares of common stock pursuant to the July 2013 Order and Stipulation.
 
Effective in connection with the September 12, 2014 Settlement with Ironridge described above under “Funding  and Financing Agreements” – “Ironridge Transaction”, we agreed to issue Ironridge 5,000,000 shares of common stock in full and complete settlement of the July 2013 Order and Stipulation.  As a result of the Settlement no additional shares will be owed by the Company to Ironridge pursuant to such July 2013 Order and Stipulation in connection with further true-ups or otherwise.
 
The Company claims an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Act”), for the issuance of the shares of the Company’s common stock issued to Ironridge, as the issuances of securities were in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.
 
Effective June 27, 2014, we formed an Advisory Board to provide strategic guidance, independent advice and recommendations to the Board of Directors (the “Directors”) on the organization, funding, plan of operations, proposed joint ventures and partnerships, governance, marketing and expansion of the Company and its products and services, and on such other matters as the Directors may from time to time request input and guidance on. The Advisory Board has no authority to bind the Company or the Directors on any matters and was formed only to provide the Directors non-binding guidance and advice as requested by the Directors from time to time.  Effective on the same date, the Directors appointed (1) Mr. Michael Higgins; and (2) Mr. Anthony Schiano, as the initial members of the Advisory Board. The Directors also agreed to compensate the Advisory Board members for agreeing to be appointed to the Advisory Board and for services to the Advisory Board through the issuance of shares of common stock of the Company totaling $30,000 per year (the “Yearly Fees”).  The first Yearly Fees were payable to the Advisory Board members in connection with their appointment to the Advisory Board. As such, each Advisory Board member was issued 100,000 shares of restricted common stock of the Company (the “Advisory Board Shares”), representing the total number of shares of common stock equal to the total $30,000 in Yearly Fees divided by the five day average of the closing price of the Company’s common stock on the date immediately preceding the date of the grant of such shares ($0.30 per share).  The Advisory Board Shares are subject to forfeiture and vest to the members of the Advisory Board at the rate of 1/4th of such shares (25,000 shares) per quarter, on each of September 27, 2014, December 27, 2014, March 27, 2015 and June 27, 2015 (the “Vesting Dates” and “Vesting Terms”), provided that such applicable Advisory Board member remains a member of the Advisory Board through such periods.  Any unvested shares held by an Advisory Board member upon their removal, resignation or death will be forfeited back to the Company.
 
The issuances described above were exempt from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. None of these securities may be re-offered or resold absent either registration under the Act or the availability of an exemption from the registration requirement.
 
 
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Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
Item 5. Other Information.
 
On December 4, 2014, the Company's Board of Directors awarded bonuses of $50,000 to each of Brent Toevs (the Company’s Chief Executive Officer and director), Anh Tran (the Company’s President and director) and Rohan Marley (the Company’s Chairman) for services rendered during the 2015 fiscal year as officers and directors of the Company. The bonuses were paid via the issuance of 263,157 shares of common stock to each of Messrs. Toevs, Tran and Marley which shares were issued pursuant to the Company's 2012 Stock Incentive Plan and registered with the Commission pursuant to the Company’s Form S-8 Registration Statement, filed with the Securities and Exchange Commission on November 13, 2012 and amended on October 17, 2013.  The 263,157 shares were each, in aggregate valued at $50,000, based on the $0.19 per share closing price of the Company’s common stock on the date of grant.
 
On December 15, 2014, the Company issued a letter to shareholders discussing the Company's results of operations for its third fiscal and forecasts for its fourth fiscal quarter. A copy of the letter is furnished as Exhibit 99.1 to this Form 10-Q.
 
The letter furnished herewith as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 6. Exhibits.
 
See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
 

 
15

 
 
 
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 15, 2014
By:  /s/ Brent Toevs
 
Brent Toevs
 
Chief Executive Officer
 
(Principal Executive Officer)

 
 
JAMMIN JAVA CORP.
   
Dated: December 15, 2014
By:  /s/ Anh Tran
 
Anh Tran
 
President, Secretary and Treasurer
 
(Principal Accounting and Financial Officer)

 
 
16

 
 
 
Exhibit Index
 
Exhibit Number
 
Description
     
2.1
 
Asset Purchase Agreement with BikeCaffe Franchising Inc. (December 4, 2013)(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Commission on December 10, 2013)
     
3.1
 
Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed April 1, 2014)
     
3.2
 
Amended and Restated Bylaws of Jammin Java Corp. (May 23, 2014) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 30, 2014)
     
3.3
 
Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 12, 2008) 
     
3.4
 
Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed September 17, 2009)
     
4.1
 
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 2005)
     
4.2
 
2011 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed August 10, 2011)
     
4.3
 
Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Form S-8/A Registration Statement filed October 17, 2013)
     
4.4
 
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
     
4.5
 
2013 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed October 17, 2013)
     
10.1
 
Trademark License Agreement, dated as of March 31, 2010, by and between Marley Coffee, LLC and the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed May 17, 2011)
     
10.2**
 
Supply and Toll Agreement, dated as of April 28, 2010, between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
     
10.3
 
Exclusive Sales and Marketing Agreement, dated as of April 25, 2011, by and between National Coffee Service & Vending and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
     
10.4
 
Share Issuance Agreement, dated as of December 22, 2010, between Straight Path Capital and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2011)
     
10.5**
 
First Amendment to Supply and Toll Agreement, dated as of May 12, 2011, by and between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
 
 
 

 
 
10.6
 
Amendment to Trademark License Agreement, dated as of August 5, 2011, by and between Marley Coffee, LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.7
 
Consulting Agreement, dated as of August 6, 2011, by and between Shane Whittle and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.8
 
Grant of Contractor Stock Option, dated as of August 11, 2011, from the Company to Shane Whittle(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A filed August 11, 2011)
     
10.9
 
Jammin Java Corp. Equity Compensation Plan(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.10
 
Employment Agreement, dated as of August 5, 2011, by and between Anh Tran and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.11
 
Employment Agreement, dated as of August 8, 2011, by and between Brent Toevs and the Company (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.12
 
Grant of Employee Stock Option  dated as of August 5, 2011, from the Company to Anh Tran (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.13
 
Grant of Employee Stock Option, dated as of August 5, 2011, from the Company to Rohan Marley(incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.14
 
Grant of Employee Stock Option, dated as of August 10, 2011, from the Company to Brent Toevs (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed August 10, 2011)
     
10.15**
 
Roasting and Distribution Agreement, dated as of January 1, 2012, by and between the Company and Canterbury Coffee Corporation, (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed May 14, 2012)
     
10.16
 
Credit Agreement, dated as of July 19, 2012, by and between the Company and TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 2, 2012)
     
10.17
 
Revolving Note ($350,000) issued by the Company to TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 2, 2012)
     
10.18
 
Security Agreement dated July 29, 2012, by and between the Company and TCA Global Credit Master Fund, LP (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed August 2, 2012)
     
10.19
 
Investment Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed August 2, 2012)
 
 
 

 
 
10.20
 
Registration Rights Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 2, 2012)
     
10.21
 
Securities Purchase Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 2, 2012)
     
10.22
 
License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012 (incorporated by reference to Exhibit 10.7 of the Company’s Amended Report on Form 10-Q/A, filed on October 4, 2012)
     
10.23
 
Form of Subscription Agreement (August 2013 Offering) (incorporated by reference to Exhibit 10.23 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
     
10.24
 
Amended and Restated Employment Agreement with Brent Toevs (August 2013) (incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
     
10.25
 
Amended and Restated Employment Agreement with Anh Tran (August 2013) (incorporated by reference to Exhibit 10.25 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
     
10.26
 
Lease Agreement (June 2013) – 4730 Tejon Street, Denver, Colorado 80211 (incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q filed September 12, 2013)
     
10.27
 
Asset Purchase Agreement between the Company and Black Rock Beverage Services, LLC (August 2013) (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K filed May 16, 2014)
     
10.28
 
Form of Subscription Agreement July/August 2013 Offering (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed May 16, 2014)
     
10.29
 
Form of Common Stock Purchase Warrant Agreement July/August 2013 Offering (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K filed May 16, 2014)
     
10.30
 
Amended and Restated License Agreement with Mother Parkers Tea & Coffee Inc. (May 20, 2014) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 30, 2014)
     
10.31
 
Form of 2013 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 29, 2014)
     
10.32
 
Form of Amended and Restated 2012 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 29, 2014)
     
10.33
 
Form of Restricted Stock Grant Agreement to Advisory Board Members (June 2014) (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q filed on September 15, 2014)
     
14.1
 
Code of Ethical Business Conduct, adopted March 31, 2014 (incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K filed April 1, 2014)
 
 
 

 
 
21.1
 
List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed May 16, 2014)
 
31.1*
 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*
 
Certification of the Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1****
 
Certifications of the Principal Executive Officer and the Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
99.1****
 
Press Release Dated December 15, 2014
     
101.INS***
 
XBRL Instance Document
     
101.SCH***
 
XBRL Taxonomy Extension Schema Document
     
101.CAL***
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF***
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB***
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE***
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
* Filed herewith.
 
 
**   The Company has obtained confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission.  
 
 
*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
 
 
**** Furnished herewith.