10-Q

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 April 30, 2015

❑ 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 June 10, 2015, there were 125,545,910 shares of the issuer’s common stock outstanding.

Jammin Java Corp.

For the Three months Ended April 30, 2015 and 2014

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Balance Sheets as of April 30, 2015 (unaudited) and January 31, 2015	F-1
	Statements of Operations (unaudited) - For the three months ended April 30, 2015 and 2014	F-2
	Statements of Cash Flows (unaudited) - For the three months ended April 30, 2015 and 2014	F-3
	Notes to 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	12
Item 4.	Controls and Procedures	12
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		15

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JAMMIN JAVA CORP.

BALANCE SHEETS

		April 30, 2015		January 31, 2015
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	72,031	$	443,189
Accounts receivable, net (includes $810,498 due from a related party)		1,732,247		1,154,252
Inventory		153,868		197,581
Prepaid expenses		11,660		18,986
Other current assets		3,421		3,784
Total Current Assets		1,973,227		1,817,792
Property and equipment, net		395,498		381,248
Intangible assets, net		718,428		734,753
Other assets		23,567		23,567
Total Assets	$	3,110,720	$	2,957,360
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable (includes $2,480,206 due to a related party)	$	3,253,092	$	2,492,900
Accrued expenses		266,727		477,229
Accrued royalty and other expenses - related party		58,609		81,078
Notes payable		298,948		-
Total Current Liabilities		3,877,376		3,051,207
Total Liabilities		3,877,376		3,051,207
Stockholders' Equity (Deficit):
Common stock, $.001 par value, 5,112,861,525  shares authorized; 125,545,910 and 124,691,748  shares issued and outstanding, as of April 30, 2015 and January 31, 2015, respectively		125,546		124,692
Additional paid-in-capital		24,348,867		23,825,294
Accumulated deficit		(25,241,069)		(24,043,833)
Total Stockholders' Equity (Deficit)		(766,656)		(93,847)
Total Liabilities and Stockholders' Equity (Deficit)	$	3,110,720	$	2,957,360
See accompanying notes to condensed financial statements

F - 1

JAMMIN JAVA CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended April 30,
	2015			2014
Revenue:	$	2,738,379		$	2,141,037
Discounts and allowances		(156,952	)		(19,916	)
Net revenue		2,581,427			2,121,121
Cost of sales:
Cost of sales products		1,784,812			1,668,376
Total cost of sales		1,784,812			1,668,376
Gross Profit		796,615			452,745
Operating Expenses:
Compensation and benefits		972,806			1,132,148
Selling and marketing		521,116			822,773
General and administrative		492,824			780,600
Total operating expenses		1,986,746			2,735,521
Other income (expense):
Other income (expense)		-			370,024
Interest expense		(7,105	)		(437	)
Total other income (expense)		(7,105	)		369,587
Net Loss	$	(1,197,236	)	$	(1,913,189	)
Net loss per share:
Basic and diluted loss per share	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding - basic and diluted		124,879,545			106,390,682
See accompanying notes to condensed financial statements

F - 2

JAMMIN JAVA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended April 30,
	2015		2014
Cash Flows From Operating Activities:
Net loss	$	(1,197,236)	$	(1,913,189)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		156,381		166,147
Shared-based employee compensation		368,046		604,777
Depreciation		41,273		22,637
Amortization of license agreement		4,159		1,248
Amortization of intangible assets		12,166		12,167
Changes in operating assets and liabilities:
Accounts receivable		(577,995)		(390,616)
Inventory		43,713		239,944
Prepaid expenses and other current assets		7,689		1,023,940
Other assets - long term		-		(5,600)
Accounts payable		760,192		(657,968)
Accrued expenses		(210,502)		(17,145)
Accrued royalty and other expenses - related party		(22,469)		(7,233)
Net cash used in operating activities		(614,583)		(920,891)
Cash Flows From Investing Activities:
Purchases of property and equipment		(55,523)		(13,089)
Net cash used in investing activities		(55,523)		(13,089)
Cash Flows From Financing Activities:
Common stock issued for cash		-		2,500,000
Borrowings on short term debt		298,948		(4,965)
Net cash provided by financing activities		298,948		2,495,035
Net change in cash and cash equivalents		(371,158)		1,561,055
Cash and cash equivalents at beginning of period		443,189		857,122
Cash and cash equivalents at end of period	$	72,031	$	2,418,177
Non-Cash Transactions:
Extinguishment of debt for stock	$	-	$	369,589
Addition of capital leases	$	73,000	$	-
See accompanying notes to condensed financial statements

F - 3

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2015

(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 April 30, 2015 has been derived from the audited balance sheet at January 31, 2015 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.   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 $1,197,236 for the three months ended April 30, 2015, and has an accumulated deficit since inception of $25,241,069. 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 sale of its common stock. The Company will, in the future, need to secure additional funds through future equity sales or other fund raising activities. 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, 2015 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 - 4

Note 3.  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 with 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.

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of April 30, 2015, the Company had $72,031 of cash equivalents. Additionally, no interest income was recognized for the three months ended April 30, 2015.

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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.  Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates.

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; namely, 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 terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has reserved an allowance of $100,000 for doubtful accounts at April 30, 2015 and January 31, 2015.   Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual 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 April 30, 2015, the Company determined that no reserve was required.

F - 5

Note 3. Business Overview and Summary of Accounting Policies (Continued)

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 $41,273 and $­­22,637 for the three months ended April 30, 2015 and 2014, 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 (see Note 5). 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 long-lived assets including the license and determined that no impairment existed at April 30, 2015.

Accounts Receivable due from Roasters. We source coffee that we sell to our roaster, Mother Parkers, a related party and shareholder of the Company, who in turn sells it to its own customers. This is especially the case with Jamaican Blue Mountain coffee secured by us.  Mother Parkers is also a shareholder of the Company.  At April 30, 2015, we are owed $810,498 by Mother Parkers. We also utilize the services of Mother Parkers, to roast coffee to our specifications for sale to the Company's customers. As a result, at April 30, 2015, we owe $2,480,206 to Mother Parkers for roasting services.

Financial assets and liabilities are subject to offset and presented as net amounts in the statement of financial position when, and only when, the Company currently has a legally enforceable right to offset amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Company does not have offset rights with respect to Mother Parkers due to/due from amounts at April 30, 2015.

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, management utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.  

Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives.  If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital.  We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the reporting period. 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 months ended April 30, 2015 and 2014, respectively. In addition, basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 4,000,000 "in-the-money" options as of April 30, 2015.

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.

F - 6

Note 4 – Inventories

Inventories were comprised of:

	April 30,		January 31,
	2015		2015
Finished Goods - Coffee	$	153,868	$	197,581
	$	153,868	$	197,581

Note 5 - Trademark License Agreements and 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:

	April 30,			January 31,
	2015			2015
License Agreement	$	730,000		$	730,000
Intangible assets		49,900			49,900
Total	$	779,900		$	779,900
Accumulated amortization		(149,634	)		(133,309	)
Intangibles subject to amortization	$	630,266			646,591
Goodwill		88,162			88,162
Total intangible assets	$	718,428		$	734,753

	For the three months ending April 30,
	2015				2014
License Agreement		$	(12,166	)		$	(12,167	)
Intangible assets			(4,159	)			(1,248	)
Total License Agreement Amortization Expense		$	(16,325	)		$	(13,415	)

As of April 30, 2015, the remaining useful life of the Company's license agreement was approximately 12.3 years. The following table shows the estimated amortization expense for the license agreement for each of the five succeeding fiscal years and thereafter.

Years Ending January 31,
2016	$	34,126
2017		46,292
2018		46,292
2019		46,292
2020		46,292
Thereafter		376,874
Total	$	596,168

Note 6 – Notes Payable

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015.  The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time.  On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or at the option of the lender and with our consent, or by a reduction in amounts owed to us by the lender in connection with the sale of coffee or other promotional activities.  The line of credit expires, and all amounts are due under the line of credit on September 26, 2016.  The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default.  Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates.

F - 7

Note 7 - Related Party Transactions

Transactions with Marley Coffee Ltd.

During the three months ended April 30, 2015 and 2014, the Company made purchases of $161,645 and $64,925, 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 – Stockholders' Equity

Share-based Compensation:

On August 5, 2011, the Board of Directors approved the Company’s 2011 Equity Compensation Plan (the “2011 Plan”). The 2011 Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2011 Plan, to the Company’s employees, officers, directors and consultants. A total of 20,000,000 shares are authorized for issuance under the 2011 Plan, which has not been approved by the stockholders of the Company.  As of April 30, 2015 a total of 16,333,333 shares are available for issuance under the 2011 Plan.

On October 14, 2012, the Board of Directors approved the Company’s 2012 Equity Incentive Plan, which was amended and restated on September 19, 2013 (as amended and restated, the “2012 Plan”). The 2012 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 2012 Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2012 Plan, which has been approved by the stockholders of the Company, and as of April 30, 2015, a total of 60,717 shares are available for issuance under the 2012 Plan.

On September 10, 2013, the Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 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 Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Plan, which has been approved by the stockholders of the Company, and as of April 30, 2015, a total of 2,250,033 shares are available for issuance under the 2013 Plan.

The Plans are administered by the Board of Directors in its discretion. The Board of Directors interprets the Plans and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of stock options, the number of shares subject to awards, the expiration date of awards, and the vesting schedule or other restrictions applicable to awards.

During the three months ended April 30, 2015 and 2014, the Company recognized share-based compensation expenses totaling $368,046 and $604,777, respectively. The remaining amount of unamortized stock option expense at April 30, 2015 was $1,842,873.

The intrinsic value of exercisable and outstanding options at April 30, 2015 and 2014 was $520,000 and $488,333, respectively.

F - 8

Note 8 – Stockholders' Equity (Continued)

Activity in stock options during the three month period ended April 30, 2015 and related balances outstanding as of that date are set forth below:

				Weighted Average
	Number of	Weighted Average		Remaing Contract
	Shares	Exercise Price		Term (# of years)
Outstanding at February 1, 2015	17,830,000	$	0.35
Granted	500,000		0.22
Exercised	-		-
Forfeited and canceled	(60,000)		0.21
Outstanding at April 30, 2015	18,270,000	$	0.35	3.13
Exercisable at April 30, 2015	11,149,160	$	0.33	2.82

Note 9 – Commitments and Contingencies

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 alleged that Whittle entered into a consulting agreement with the Company for which the Company 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 included $60,000 under the consulting agreement and $19,715 related to payments assumed by the Company.  Effective on March 31, 2015, the Company and Mr. Whittle entered into a Settlement Agreement and Release of Claims (the “Settlement”), pursuant to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209), lawsuit described above. Pursuant to the terms of the Settlement, the Company agreed to pay Mr. Whittle $80,000 which was accrued as of January 31, 2015 (to be paid in equal payments of $10,000 per month beginning on April 1, 2015), the Company agreed to withdraw from a joinder in connection with the Federal Action pending between the parties (and certain other parties) as described below, the parties provided each other mutual releases and the parties agreed to mutually dismiss, with prejudice, their claims.

In a separate case, 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, 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.

F - 9

Note 9 – Commitments and Contingencies (Continued)

On December 15, 2014, a complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles – Central Division (Case Number: BC566749), pursuant to which Sky Consulting Group, Inc. (“Sky”), made various claims against the Company, Mr. Tran, the Company’s President and Director, Marley C&V International, and various other parties. The complaint alleged causes of action for breach of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating to a May 2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products in Korea. The suit seeks damages, punitive damages, court costs and attorney’s fees. The Company subsequently filed a motion to compel arbitration pursuant to the terms of the agreement, which was approved by the court on April 7, 2015. The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  As of this filing date the case is in Arbitration.

Leases:

The Company’s Black Rock Beverage division entered into two thirty-six month Capital Lease agreements with Cafection Enterprises Inc. of Quebec, Canada for approximately $56,000 and $17,000 ($U.S. dollars) for 10 and 4 coffee makers, respectively.  Payments of $1,844 are due monthly through November 2017 and of $575 are due monthly through May 2018.

· $1,844 per month from December 10, 2014 to November 10, 2017;

· $575 per month from June 10, 2015 to May 10, 2018.

Note 10 – Concentrations

A significant portion of our revenue is derived from our relationships with a limited number of vendors and distributors. The loss of one or more of our significant vendors or distributors would have a material impact on our revenues and results of operations. During the three month period ended April 30, 2015, three customers accounted for 47% of net revenues. During the three month period ended April 30, 2014, three customers accounted for 57% of net revenues.

During the three month period ended April 30, 2015, two vendors accounted for 86% of purchases. During the three month period ended April 30, 2014, three vendors accounted for 82% of purchases.

For the three month period ended April 30, 2015, total sales in Canada totaled $219,803 and for the three month period ended April 30, 2014, total sales in Canada totaled $69,213.

For the three month period ended April 30, 2015, sales in South Korea for Green coffee and retail coffee sales totaled $295,759 and for the three month period ended April 30, 2014, sales in South Korea totaled $0.

For the three month period ended April 30, 2015, sales in Chile totaled $184,240 and for the three month ended April 30, 2014, sales in Chile totaled $47,520.

Note 11 – 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.

F - 10

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

Unless  the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Jammin Java” and “Jammin Java Corp.” refer specifically to Jammin Java Corp.

In addition, unless the context otherwise requires and for the purposes of this report only:

           ●           “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

           ●           “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

           ●           “Securities Act” refers to the Securities Act of 1933, as amended.

You should carefully consider the risk factors described below, if any, and those described in our Annual Report on Form 10-K for the year ended January 31, 2015, filed with the SEC on May 1, 2015 (the “Annual Report”), as well as the other information included in this Quarterly Report on Form 10-Q, the Annual Report and in our other reports filed with the SEC, prior to making a decision to invest in our securities.

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 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.

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.

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

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 unaudited 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, 2015.

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Overview

We provide premium roasted coffee and specialty coffee on a wholesale level to the service, hospitality, office coffee service and big box store markets, as well as to a variety of other business channels. Specifically, we currently provide 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)(as described below), we are provided the worldwide right to use the name “Marley Coffee” and reasonably similar variations thereof.

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 (for example, consumption at the office and on the go), 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.

License Agreement with Fifty-Six Hope Road

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 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 April 30, 2015, $58,609 is accrued for such royalty fees with $205,860 having been paid during the year ended January 31, 2015 and $60,092 having been paid during the three months ended April 30, 2015.

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Mother Parkers License Agreement

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 Commission on April 30, 2014, the Company also 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. We also receive revenues through the sale by Mother Parkers of our roast coffee in Canada, whereby we receive a portion of the gross revenues of such sales.

Sales and Distribution Agreements and Understandings

The Company has entered into informal sales arrangements, not documented by definitive agreements, with several coffee distributors, beverage services and retailers around the world.

In Canada, the Company has distribution channels directly to certain retailers such as London Drugs and Best Buy. Mother Parkers Tea & Coffee Inc. is the Company’s distributor for the food service segment, which sells to restaurant chains like Original Joe’s and Elephant and Castle. Mother Parkers Tea & Coffee also brings the Company’s products into retailers such as Loblaw’s, Sobey’s, ID Foods, COOP and Metro.

In the United States, for the commercial break room segment, the Company uses its national sales representatives, National Coffee Service & Vending (NCS&V), to distribute to various retailers and distributors.

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In addition to distributions through NCS&V, the Company conducts sales directly to retailers as well as to distributors. In order to get in front of retail and distributor accounts, we rely on the experience and relationships of our staff to acquire both groups. Our marketing efforts are comprised of in store promotions, in store demos, external marketing programs, public relations, social media, tradeshows and general advertising.

Within the U.S. grocery and specialty retail segment, the Company utilizes two national brokerage companies to represent, market and merchandise its products. The Company works with Alliance Sales & Marketing, a private food broker based in Charlotte, North Carolina, to increase its new market penetration nationally in the grocery and natural foods retail sector.

Within the U.S. grocery and specialty retail segment, the Company’s products are distributed through several distributors such as UNFI, Kehe, C&S and DPI and we also distribute directly to certain retailers.

The Company has strengthened its online presence by selling through a multitude of online retailers such as Amazon.com, Cooking.com, coffeeicon.com, ecscoffee.com, officedepot.com and coffeewiz.com.

Products, Plan of Operations and Business Growth

In fiscal 2015, we established a national grocery distribution network, increased our brand awareness and strengthened our international presence. We believe fiscal 2016 is the breakout year for the Company and we forecast to be EBITDA positive by the end of the year, based on our currently projected sales volumes. We anticipate the first two quarters of fiscal 2016 will have negative EBITDA (we had negative EBITDA of $1.1 million for the three months ended April 30, 2015), but hope to be EBITDA positive in the third and fourth quarters, and show positive EBITDA in our audited results of operations for the year ended January 31, 2016.

We prepared and organized the operations of the Company to scale to $40 million in revenue without materially increasing our staffing needs from where they are currently by fiscal 2017.

The Company is organized around our three pillars of growth, which are domestic grocery, international and ecommerce.

Domestic Grocery

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, C&S and DPI and we also distribute directly to certain customers. We sell to retailers such as Safeway (Randalls), 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.

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. Throughout fiscal 2016, 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.

Our primary driver to enhance our brand and increase our turn rate on shelves will be the launch of our Recyclable RealCup™. Around approximately July of fiscal 2016, we plan to launch a new version of the Marley Coffee RealCup™ capsule that will be compatible with the Keurig Green Mountain K2.0. The recyclable RealCup™ will utilize a recyclable capsule that is accepted by many curbside recycling programs. The technology and intellectual property is owned by Mother Parkers, however we plan to be the first and primary super premium product to launch in market amongst Mother Parkers portfolio of brands.

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Based on our current distribution of approximately 7,200 shelves in the U.S. and an average of three SKUs (Stock Keeping Units) of RealCups™ per store, if we can get an additional customer to purchase one SKU per store, per week, within our existing distribution, we believe we can generate approximately ~$6.7 million in additional revenue for the 2016 fiscal year. Our next objective is to get all nine Recyclable RealCup™ Marley Coffee SKUs within our current distribution. SKUs or Stock Keeping Units are a store's or catalog's product and service identification code, often portrayed as a machine-readable bar code that helps items be tracked for inventory.

We believe that our recyclable RealCup™ capsule will be one of the most innovative and sustainable single serve products to hit the market in calendar 2015. Keurig Green Mountain (formerly Green Mountain Coffee Roasters), the largest company in the single serve space in North America has expressed their belief that there should be a recyclable solution for K-Cups, however they have only set a 2020 target for their commitment to making 100% of their K-Cup packs recyclable. By having a planned summer 2015 launch, we believe it gives us a competitive advantage for those consumers looking for a sustainable solution to single use coffee capsules. We have received media attention around this launch and we have several marketing campaigns in the works as well.

International

Our international business is one of the key components of our revenues. For our international accounts, we rely on first in class operators to take our brand to market and handle all of the distribution and marketing for the products. We provide brand support to our international accounts. We currently have key distribution in several countries, which include Canada, the United Kingdom, South Korea and Chile. These countries primarily sell to the food service industry, which includes hotels, restaurants and cafes. From their success in food service, they have expanded distribution into retail distribution. Mother Parkers takes our products to market in Canada through both a licensing agreement and buy-sell relationship. Our distributors in South Korea and Chile buy coffee from us here in the U.S. at wholesale prices and then resell the coffee to their customers. Our U.K. distributor roasts and packs Company approved coffee and resells it to customers throughout Europe. In the second half of fiscal 2016, we plan on launching a Nespresso© compatible capsule for markets throughout the world.

The Company also does business with coffee machine manufacturers such as Hamilton Beach and Remington Coffee by selling them various products such as 8 ounce bags of coffee, fractional packs or RealCup units as samples that come inside boxes of coffee which are sold as packages to end buyers. This provides greater exposure for the Company.

The International Coffee Organization recently reported that it expects global coffee demand to rise 25% by 2021. We believe that we are in a strong position to capitalize on that growth and our goal is to continue finding top-tier operators like the ones we have in place in Canada, South Korea, Chile and the United Kingdom.

Online

During the fourth quarter of calendar 2014, we launched an innovative Coffee of the Month subscription service as well an online retail platform at https://shop.marleycoffee.com/. We anticipate this to be a key revenue driver in the upcoming year. The Company also sells to other online operators such as Amazon.com, Cooking.com, coffeeicon.com, ecscoffee.com, officedepot.com and coffeewiz.com.

Commitment to Reduce Cash Compensation

Throughout fiscal 2015, 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 2016, 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 2016. 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. We may not be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet our current obligations to continue as a going concern.

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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.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended April 30, 2015 and 2014

Revenue. Revenue for the three months ended April 30, 2015 and 2014 was $2,738,379 and $2,141,037, respectively, which represents an increase of $597,342 or 27.9% from the previous period. Revenue increased as a result of the Company’s continued expansion into the retail grocery market and its continued growth of other business verticals.

Discounts and allowances. Discounts and allowances for the three months ended April 30, 2015 and 2014 was $156,952 and $19,916, respectively, which represents an increase of $137,036 or 688.1% from the previous period. Discounts and allowances increased as a result of the corresponding increase in sales.

Net revenue. Net revenue for the three months ended April 30, 2015 and 2014 was $2,581,427 and $2,121,121, respectively, which represents an increase of $460,306 or 21.7% from the previous period.

Total cost of sales. Total cost of sales for the three months ended April 30, 2015 and 2014 was $1,784,812 and $1,668,376, respectively, which represents an increase of $116,436 or 7.0% from the previous period. The increase in total cost of sales was mainly the result of the increased sales.

Gross Profit. Gross Profit was $796,615 and $452,745, respectively, for the three months ended April 30, 2015 and 2014, which represents an increase of $343,870 or 76.0%. Gross profit as a percentage of net sales was 30.9% and 21.3% for the three months ended April 30, 2015 and 2014, respectively. Gross profit increased as a result of better managing our costs.

Compensation and benefits expenses. Compensation and benefits expenses were $972,806 and $1,132,148, respectively, for the three months ended April 30, 2015 and 2014, which represents a decrease of $159,342 or 14.1%. Compensation and benefits expenses decreased as a result of decreased staff and more efficient operations.

Selling and marketing expenses. Selling and marketing for the three months ended April 30, 2015 and 2014 was $521,116 and $822,773, respectively, which represents a decrease of $301,657 or 36.7% from the previous period. Selling and marketing expenses decreased as a result of decreased advertising campaigns in new markets in the current period. We anticipate experiencing marketing expenses relative to our cash flow availabilities throughout fiscal 2016 as we will seek to expand our customer base even more and build out the Company brand.

General and administrative expenses. General and administrative expenses for the three months ended April 30, 2015 and 2014 was $492,824 and $780,600, respectively, which represents a decrease of $287,776 or 36.9% from the previous period. General and administrative expenses decreased this period as a result of the stepped up expansion in the previous period and the need to support that expansion mostly through professional fees, office supplies and equipment.

Total operating expenses. Total operating expenses for the three months ended April 30, 2015 and 2014 was $1,986,746 and $2,735,521, respectively, which represents a decrease of $748,775 or 27.4% from the previous period. Total operating expenses decreased as a result of the decreases in compensation and benefits, selling and marketing expenses and general and administrative expenses described above.

Other income (expense). Other income for the three months ended April 30, 2015 and 2014 was $0 and $370,024, respectively. Other income (expense) decreased as a result of the conclusion of a financing agreement in September of 2014, which provided the right for the lender to receive certain true-ups in the event the trading value of common stock declined during certain predetermined periods.

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Interest expense. Interest expense for the three months ended April 30, 2015 and 2014 was $7,105 and $437, respectively, which represents an increase of $6,668 from the previous period. Interest expense increased as a result of our short term financing and capital lease agreements incurred in the quarter, as described in greater detail in footnote 6 to the financial statements included herein.

Net Loss. Net Loss was $1,197,236 and $1,913,189, respectively, for the three months ended April 30, 2015 and 2014, which represents a decrease of $715,953 or 37.4%. Net Loss decreased as a result of the reasons described above.

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:

	April 30, 2015				January 31, 2015				Increase/(Decrease)
Working Capital		$	(1,904,149	)		$	(1,233,415	)	$	(670,734	)
Cash		$	72,031			$	443,189		$	(371,158	)

At April 30, 2015, we had total assets of $3,110,720 and total liabilities of $3,877,376. Our current sources of liquidity include our existing cash and cash equivalents and cash from operations. For the three months ended April 30, 2015, we generated gross sales of $2,738,379 and we had a net loss of $1,197,236.

Total current assets of $1,973,227 as of April 30, 2015 included cash of $72,031, accounts receivable of $1,732,247 (which included $810,498 due from Mother Parkers), inventory of $153,868, other current assets of $3,421 and $11,660 of prepaid assets.

We had total assets as of April 30, 2015 of $3,110,720 which included the total current assets of $1,973,227, $395,498 of property and equipment, net, $718,428 of intangible assets and $23,567 of other assets.

We had total liabilities of $3,877,376 as of April 30, 2015, which were solely current liabilities and included $3,253,092 of accounts payable (which included $2,480,206 of accounts payable to Mother Parkers), $58,609 of accrued royalty – related party (relating to amounts accrued in connection with the FSHR License Agreement (described above)), $266,727 of accrued expenses, and $298,948 of notes payable in connection with short term financing agreement and a capital lease we entered into, as described in greater detail in footnote 9 to the financial statements included herein.

We source coffee that we sell to our roaster, Mother Parkers, a related party and shareholder of the Company, who in turn sells it to its own customers. This is especially the case with Jamaican Blue Mountain coffee secured by us.  At April 30, 2015, we are owed $810,498 by Mother Parkers. We also utilize the services of Mother Parkers, to roast coffee to our specifications for sale to the Company's customers. As a result, at April 30, 2015, we owe $2,480,206 to Mother Parkers for roasting services.

The Company has been seeing declining losses year over year and quarter over quarter over the past several periods. Net losses for the three months ended April 30, 2015 were $1,197,236, but approximately $368,000 of such figure was related to stock based compensation, resulting in net losses before non-cash expenses of $829,191 as compared to $1,142,265 of net loss before non-cash expenses for the same period last year and $1,016,966 of net loss before non-cash expenses for the three months ended January 31, 2015. We anticipate the losses for the three months ended July 31, 2015 to be the lowest the Company has had to date and for that trend to continue through the rest of the year. Management is confident in the Company’s ability to execute its previously stated 2016 year end goal of generating $17 million in total gross revenues this fiscal year. The Company's next big goal is to get to EBITDA positive, which we believe we can reach by the end of the fourth quarter (the three months ended January 31, 2016). Moving forward, the Company may undertake steps to uplist its common stock to the NYSE MKT or NASDAQ Capital Market, in the event the Company can meet all applicable uplisting criteria.

As of the filing of this report, we believe that our cash position, funds we may raise through future offerings, the line of credit described below, and the revenues we generate will be sufficient to meet our working capital needs for approximately the next twelve months based on our projections. In addition to the above, the Company’s largest supplier of products recently agreed to extend the Company’s required terms of payment from thirty days to one hundred and twenty days from the date product is received, which will provide the Company approximately $1.5 million of short term capital in the near term. Also, the Company recently entered into a term sheet for up to a $1.5 million dollar line of credit, for which there is no assurance that such line of credit will be available.

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 (Randalls) 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 throughout the remainder of fiscal 2016.

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.

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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 2016 is a shortage in JBM. Hurricane Sandy and coffee leaf rust impacted the production output of JBM for 2014 and 2015. Jamaica and the industry expect a slow recovery in output. This tightening of supplies caused JBM prices to increase by about 40% in 2014/2015. 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 throughout fiscal 2016 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 fiscal 2016 is to become EBITDA positive while increasing revenues. 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.

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.

Although our sales and revenues have increased significantly on an annual basis, the Company incurred a net loss of $10,280,985 and $6,704,030 for the years ended January 31, 2015 and 2014, respectively and had an accumulated deficit of $24,043,833 at January 31, 2015, compared to a net loss of $1,197,236 and $1,913,189 for the three months ended April 30, 2015 and 2014, respectively, and an accumulated deficit of $25,241,069 as of April 30, 2015.In addition, the Company has a history of losses and has not generated net income from 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 sale of common stock and debt financing. 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. We may not be able to increase sales or reduce expenses to a level necessary to meet our current obligations or continue as a going concern. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2015 financial statements contains an explanatory paragraph stating that there is substantial doubt regarding the Company’s ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and may realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not contain any adjustments for this uncertainty.

In addition to the above, the Company’s largest supplier of products recently agreed to extend the Company’s required terms of payment from thirty days to one hundred and twenty days from the date product is received, which will provide the Company approximately $1.5 million of short term capital in the near term.

Cash Flows

	Three months Ended
	April 30,2015			April 30,2014
Net cash used in operating activities	$	(614,583	)	$	(920,891	)
Net cash provided by (used in) investing activities	$	(55,523	)	$	(13,089	)
Net cash provided by financing activities	$	298,948		$	2,495,035

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Operating Activities

Compared to the corresponding period in 2014, net cash used in operating activities decreased by $306,308 for the three months ended April 30, 2015. Net cash used in operating activities for the three months ended April 30, 2015 was primarily due to $1,197,236 of net loss and $577,995 of increase in accounts receivable, offset by $368,046 of share-based employee compensation and $760,192 of increase in accounts payable.

 Investing Activities

Net cash used in investing activities for the three months ended April 30, 2015 and 2014, was solely due to the purchase of property and equipment.

Financing Activities

Compared to the corresponding period in fiscal 2014, net cash provided by financing activities decreased by approximately $2,196,087 for the three months ended April 30, 2015 compared to the same period in 2014 primarily due to the $2,500,000 of common shares sold to Mother Parkers for cash in the prior period (as described below), offset by $298,948 of financing on short term debt during the current period.

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

Mother Parker’s Investment

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.

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 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.

As described above, we also had certain accounts receivable due from, and certain accounts payable owed to, Mother Parkers, as of April 30, 2015.

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Revolving Line of Credit

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015.  The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time.  On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or at the option of the lender and with our consent, or by a reduction in amounts owed to us by the lender in connection with the sale of coffee or other promotional activities.  The line of credit expires, and all amounts are due under the line of credit on September 26, 2016.  The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default.  Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates.

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 April 30, 2015, we are not involved in any material unconsolidated SPEs.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our financial statements.

Stock-Based Compensation. On January 1, 2006, we adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718 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 based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

We estimated volatility by considering historical stock volatility. We have opted to use the simplified method for estimating the expected term of stock options equal to the midpoint between the vesting period and the contractual term.

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Revenue Recognition. All revenue is recognized when persuasive evidence of an arrangement exists, the service or sale is complete, the price is fixed or determinable and ability to collect is reasonably assured. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. The Company utilizes a third party for the production and fulfillment of orders placed by customers. Customers order directly from the Company and accordingly, the Company acts as a principal, takes title to the products, and has the risks and rewards of ownership, such as the risk of loss for collection, delivery and returns.

Impairment of Long-Lived Assets. Long-lived assets include a license agreement that was recorded at the estimated cost to acquire the asset (See Note 4 to the financial statements included in this report). 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 April 30, 2015 or 2014.

Accounts Receivable allowance. A provision for doubtful accounts is provided based on a combination of historical experience, specific identification and customer credit risk where there are indications that a specific customer may be experiencing financial difficulties.

Inventory Reserves. We estimate any required write-downs for inventory obsolescence by examining our inventories on a quarterly basis to determine if there are indicators that the carrying values could exceed net realizable value. Indicators that could result in additional inventory write-downs include age of inventory, damaged inventory, slow moving products and products at the end of their life cycles. While significant judgment is involved in determining the net realizable value of inventory, we believe that inventory is appropriately stated at the lower of cost or market.

Deferred Tax Asset Valuation Allowance. We follow the provisions of ASC 740 relating to uncertain tax provisions and have commenced analyzing filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. As a result of adoption, no additional tax liabilities have been recorded. The Company files income tax returns in the U.S. federal jurisdiction and in certain state jurisdictions. The Company has not been subjected to tax examinations for any year and the statute of limitations has not expired. The Company recognizes deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. These include establishing a valuation allowance related to the ability to realize certain deferred tax assets. To the extent future taxable income against which these assets may be applied is not sufficient, some portion or all of our recorded deferred tax assets would not be realizable.

Recent Accounting Pronouncements

For the three months ended April 30, 2015 and 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.

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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.

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.

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 January 31, 2015:

(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;

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

(4) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company’s financial reporting during the three months ended April 30, 2015.

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 April 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 alleged that Whittle entered into a consulting agreement with the Company for which the Company 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 included $60,000 under the consulting agreement and $19,715 related to payments assumed by the Company.

Effective on March 31, 2015, the Company and Mr. Whittle entered into a Settlement Agreement and Release of Claims (the “Settlement”), pursuant to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209), lawsuit described above. Pursuant to the terms of the Settlement, the Company agreed to pay Mr. Whittle $80,000 which was accrued as of January 31, 2015 (to be paid in equal payments of $10,000 per month beginning on April 1, 2015), the Company agreed to withdraw from a joinder in connection with the Federal Action pending between the parties (and certain other parties) as described below, the parties provided each other mutual releases and the parties agreed to mutually dismiss, with prejudice, their claims.  This case has since been dismissed with prejudice.

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.

On December 15, 2014, a complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles – Central Division (Case Number: BC566749), pursuant to which Sky Consulting Group, Inc. (“Sky”), made various claims against the Company, Mr. Tran, the Company’s President and Director, Marley C&V International, and various other parties. The complaint alleged causes of action for breach of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating to a May 2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products in Korea. The suit seeks damages, punitive damages, court costs and attorney’s fees. The Company subsequently filed a motion to compel arbitration pursuant to the terms of the agreement, which was approved by the court on April 7, 2015. The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty. As of the date of this filing the parties are currently in arbitration. In the event the matter is not settled in arbitration, the Company intends to continue to vigorously defend itself against the claims made by Sky.

In addition to the above, we may become involved in other material legal proceedings in the future.

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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, 2015, filed with the Commission on May 1, 2015, and investors are encouraged to review such risk factors prior to making an investment in the Company.

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

None.

 Use of Proceeds From Sale of Registered Securities

None.

 Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015.  The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time.  On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or at the option of the lender and with our consent, or by a reduction in amounts owed to us by the lender in connection with the sale of coffee or other promotional activities.  The line of credit expires, and all amounts are due under the line of credit on September 26, 2016.  The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default.  Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates.

On June 15, 2015, we issued a press release disclosing our results of operations for the three months ended April 20, 2015 compared to the three months ended April 30, 2014, and included certain information relating to our future plans for the remainder of fiscal 2016.  A copy of the press release is furnished as Exhibit 99.1 hereto.

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.

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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: June 15, 2015	By: /s/ Brent Toevs
	Brent Toevs
	Chief Executive Officer
	(Principal Executive Officer)

	JAMMIN JAVA CORP.
Dated: June 15, 2015	By: /s/ Anh Tran
	Anh Tran
	President, Secretary and Treasurer
	(Principal Accounting and Financial Officer)

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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**	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)

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10.5	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)
10.6+	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)
10.7	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)
10.8+	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)
10.9+	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)
10.10+	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)
10.11+	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)
10.12+	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)
10.13**	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)
10.14	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)
10.15	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)
10.16+	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)
10.17+	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)
10.18	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)

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10.19	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)
10.20	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)
10.21	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)
10.22	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)
10.23	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)
10.24	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)
10.25+	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)

10.26*	Revolving Line of Credit Agreement dated February 16, 2015, and entered into June 9, 2015, by and between Colorado Medical Finance Services, LLC (dba Gold Cross Capital LLC) and Jammin Java Corp. (No Revolving Credit Note has been executed by the parties to date in connection with amounts borrowed under the Revolving Line of Credit).
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 June 15, 2015
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, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

**** Furnished herewith.

+ Indicates management contract or compensatory plan or arrangement.

 19

EX-10.26

Exhibit 10.26

REVOLVING LINE OF CREDIT AGREEMENT

This Revolving Line of Credit Agreement (the “Agreement”) is entered into and is effective as of February 16, 2015, by and between Colorado Medical Finance Services, LLC (dba Gold Cross Capital LLC) a Colorado limited liability company, located at 127 Kings Road, Palm Beach, FL 33480 (the “Lender”) and Jammin Java Corp. (dba Marley Coffee), a Nevada company, located at 730 Tejon Street, Denver, CO 80211 (the “Borrower”).

A. The Borrower has requested that the Lender extend to the Borrower a renewable revolving line of credit (the “Line of Credit”) to provide working capital for the Borrower.

B. To the extent that any amount loaned under the Line of Credit is repaid by the Borrower, such amount may be re-borrowed pursuant to the terms and conditions of this Agreement.

C. The Lender desires to lend to the Borrower, on a revolving line of credit basis, the amount set forth herein as the Line of Credit Limit, pursuant to the terms and conditions of this Agreement.

Now therefore, in consideration of the premises and the mutual promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender agree, as follows:

1. Definitions.

1.1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Advance Date” shall mean the date the Borrower is in receipt of the funds from the Lender in connection with each applicable Advance.

“Advances” means a borrowing under this Agreement and any accrued but unpaid interest charged to the Line of Credit pursuant to Section 2.10 hereof at the end of each fiscal quarter during the terms of the Agreement.

“Debt” means indebtedness or liability for borrowed money.

“First Advance Date” means a date that the Borrower first draws any amount of Advances under the terms of this Agreement.

“Line of Credit Limit” means $500,000.00, which includes any accrued and unpaid interest due on the Line of Credit.

“Loan Interest” means a seventeen and one half percent (17.5%) annual interest rate.

“Maturity Date” means eighteen months from any Advance Date including the First Advance Date.

1.2. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with other comprehensive basis of accounting – income tax basis consistent with those applied in the preparation of tax returns and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

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2. Terms of Line of Credit.

2.1. The Lender agrees to lend to the Borrower from the date hereof amounts, which together with all other outstanding principal amounts issued pursuant to this section do not exceed the Line of Credit Limit. The Borrower agrees to repay all amounts borrowed and advanced in accordance with the terms described herein. The Line of Credit Limit is the maximum amount the Lender may be required to advance to the borrower under this Agreement. The parties hereto specifically acknowledge that as of the date hereof, the Borrower has not received any advances.

2.2. It is understood that the amount available to the Borrower will vary in accordance with Advances to the Borrower and payments made by the Lender to the Borrower.

2.3. The Borrower may obtain Advances on the Line of Credit, as follows:

2.3.1. Line of Credit Note. On each Advance Date, the Borrower shall issue to the Lender an updated promissory note substantially in the form attached hereto as Exhibit A (the “Line of Credit Note”) duly executed on behalf of the Borrower, dated as of the Advance Date and payable to the order of the Lender in the amount of all Advances made by the Lender to the Borrower as of such applicable Advance Date.  Each Line of Credit Note shall automatically replace and supersede any prior Line of Credit Note.  Each Line of Credit Note shall include on an exhibit thereto a summary of all prior Advances made by the Lender to the Borrower and the current outstanding amount of each such Advance (the “Advance Accounting”). Each Advance Accounting shall, in the absence of manifest error, be prima facie evidence of the total Advances outstanding under the Line of Credit Note.

2.3.2. Borrower may request that Lender make Advances from time to time by giving the Lender prior written notice in the form of U.S. mail or email (each a “Notice”) of its request for an Advance and the amount of the Advance, up to the Line of Credit Limit, at least two (2) Business Days prior to the date of such proposed Advance. Each Notice shall specify: (i) the aggregate principal amount of the Advance, (ii) the date of such requested Advance and (iii) the account where Borrower requests such Advance to be disbursed. The Borrower may not request Advances if as a result thereof, the aggregate amount of all Advances (together with accrued and unpaid interest) would exceed the amount of the Line of Credit Limit.  Lender shall be required to made Advances to Borrower as described in the Notice, to the extent such aggregate Advances will not exceed the Line of Credit Limit.

2.3.3. All Advances made to the Borrower under this Agreement shall be deposited immediately, but in no event later than the next regular banking day, in the Borrower’s regular banking account.

2.4 Loan Interest. The Borrower shall pay to the Lender interest on the outstanding balance of all Advances obtained under this Line of Credit. The interest rate that the aggregate amount of Advances shall bear Loan Interest and be payable as described below. Interest shall be compounded annually on the basis of a 365-day year and charged on the number of actual days Advances are outstanding.

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2.5 Interest Payment Applications. All payments on this Line of Credit shall be applied first in payment of accrued interest and any remainder in payment of principal.

2.6 Principal Pay Downs. The Borrower may make principal payments in excess of the amount then due on this Line of Credit as described below and the Borrower may pre-pay the amount due under the Line of Credit (and accrued and unpaid interest thereon) at any time without penalty. In the event the Borrower determines to pay and pays the entirety of the outstanding principal balance of Advances and the interest which has accrued thereon as of any date prior to the Maturity Date, the Borrower shall be entitled to satisfy such amounts without further cost or fee as a result of such payment.

2.7 Principal Amortization and Interest Payments. Borrower shall make principal amortization payments on the unpaid balance of Advances owed hereunder, based on an eighteen (18) month amortization schedule, beginning on the first day after the First Advance Date, and on each month thereafter. The Surcharge (as defined below) shall either be payable in kind as provided in Section 2.8 below, or shall accrue and be payable in cash on the Maturity Date. If any payment of principal or interest on this Agreement or any Line of Credit Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business, such payment shall be made on the next succeeding Business Day. “Business Day” means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in Colorado or Florida, are authorized or required to be closed for business.

2.8 Payment of Loan Interest.  A total of ten percent (10%) of the Loan Interest accrued and due under this Agreement shall be payable in cash as provided in Section 2.7 above.  A total of seven and one-half percent (7.5%) of the Loan Interest (the “Surcharge”) shall be payable in cash, or at the option of the Lender and with the consent of the Borrower, shall not be payable in cash and shall instead be payable either by a reduction in amounts owed to Borrower by Lender in connection with the sale of coffee or other promotional services from Borrower to Lender, as mutually agreed between the parties;

2.9 Compliance with Borrowing Base.  If at any time during the term of this Agreement, the Borrower obtains knowledge that the total principal amount of all Advances outstanding exceeds the Line of Credit Limit, the Borrower shall immediately reduce the principal amount of the Advance outstanding at that time by an amount equal to the excess.

2.10 Changing the Line of Credit Limit.  The Lender and the Borrower can mutually agree to change the Line of Credit Limit, such action to be added to this Agreement as an amendment signed by both parties.

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3. Termination.  The Lender may terminate this Agreement for cause at any time by furnishing the Borrower with a written notice. Termination “for cause” is defined as termination pursuant to Section 5 herein.  The Borrower may terminate this Agreement at any time with or without cause in the event that the total amount of the Advances (as well as any accrued and unpaid interest thereon) has been repaid and/or that no amount is currently outstanding under any Advances.

Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on Maturity Date. Upon termination of this Agreement for any reason, the Borrower shall, simultaneous with the termination of this Agreement, repay all Advances, including interest thereon, outstanding under the Line of Credit.

Option to Renew. The Lender and the Borrower can agree to renew this Agreement upon written notice to the other party at least thirty (30) days prior to the Maturity Date, such action to be added to this Agreement as an amendment signed by both parties.

4. Maturity.  Notwithstanding any provision herein to the contrary, all outstanding Advances together with accrued and unpaid interest, fees and charges shall mature and be due and payable in full on the Maturity Date.

5. Events of Default: Remedies.

5.1. Each of the following events constitutes an Event of Default:

5.1.1. The Borrower fails to make due and punctual payment of principal or interest on the Line of Credit or any other of its obligations due to the tender or any part thereof, when the same become due and payable, whether at maturity or otherwise;

5.1.2. if there shall exist final judgments against the Borrower aggregating in excess of Five Hundred Thousand Dollars ($500,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or

5.1.3. the Borrower shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more.

Revolving Line of Credit Agreement

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5.2. Upon the occurrence of any Event of Default, the Lender may declare its commitment to make the Advances under the Line of Credit to be suspended and provide to the Borrower written notice of such default and request that the default be cured within ten (10) days following the date of such notice to the Borrower. Notwithstanding the provisions of Section 4 hereof, in the event such default is not cured within the ten (10) day demand period, then the Lender may terminate this Agreement and, in addition, may:

5.2.1. Declare the unpaid principal balance, and all interest thereon and all other amounts payable under this Agreement immediately due and payable (in the event of demand hereunder all Surcharges shall be payable in cash).

5.2.2. Immediately, without expiration of any further period of grace, enforce payment of all obligations of the Borrower to the Lender under this Agreement and under agreements executed in connection herewith and may exercise any and all other remedies granted to the Lender at law, in equity or otherwise.

5.2.3. Exercise all of the Lender’s rights under the terms of any security agreement, assignment, trust deed, pledge or other lien document executed in connection herewith.

5.3. The Borrower agrees that after the exercise by the Lender of the remedies specified above, following an Event of Default, the obligations due hereunder shall accrue interest until paid at the rate of twenty percent (20%) per annum or the maximum amount permitted by law, whichever is less (the “Default Rate”).

5.4. On or after the occurrence of an Event of Default and the notice to the Borrower by the Lender of the Lender’s intention to declare the entire amount of outstanding principal and interest hereunder due and payable, the Borrower agrees to pay all expenses and fees including attorney’s fees and court costs incurred by the Lender in the collection of the obligations and/or incurred in any bankruptcy or insolvency proceeding or in any arbitration proceedings. These expenses shall be due and payable immediately. If the Borrower fails to make the full payment of such fees and expenses within fifteen days following the date of demand therefore, such fees and expenses shall accrue interest until paid at the Default Rate.

6. Representations of Borrower

6.1. All financial statements and other information furnished to Lender are true and correct as of the date of the rendition of the statements or the information and there has been no substantial change in the financial position of Borrower since the date such statements were last furnished.

6.2. There are no suits or proceedings of any kind or nature pending or threatened against Borrower in or before a court, administrative agency except as otherwise set forth in the Borrower’s public filings on the Securities and Exchange Commission’s Edgar database, which can be viewed at http://www.sec.gov/edgar/searchedgar/companysearch.html by searching for Jammin Java Corp.

6.3. Borrower has the power to execute and deliver this Agreement and each other Loan Document (as defined below) and to borrow funds hereunder.

6.4. Borrower has all required licenses and permits without unusual restrictions or limitations, to own, operate and lease its properties and to conduct the business in which it is presently engaged, all of which are in full force and effect.

6.5. The execution and delivery by Borrower of this Agreement, as supplemented and amended from time to time, each Line of Credit Note, and any other agreements required to be executed and delivered by Borrower under the terms of this Agreement, and Borrower’s performance of its obligations under each and all thereof (collectively, the “Loan Documents”), do not and will not conflict with any agreement, indenture, note or other instrument binding upon Borrower.

Revolving Line of Credit Agreement

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7. Miscellaneous.

7.1. Amendments and Waivers. No Amendment, modification, termination or waiver of any provisions of any agreement to which the Borrower and the Lender are a party shall be effective unless the same shall be in writing and signed by the Borrower and the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

7.2. Notices.  All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed given two Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient. Either party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient using any other means (including personal delivery, express carrier, telecopy, or telex), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, request, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth at least ten days prior to the effective date of such change in address.

To Borrower:

Attn:  _______________

____________________

Jammin Java Corp.

730 Tejon Street, Denver, CO 80211

Tel:  ________________

Fax:  ________________

To Lender:

Attn:  Stephen  Peters

Peters Mair Wilcox

1755 Blake Street, Suite 240

Denver, CO  80202

Tel:  (303) 393-1704

7.3. Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender’s rights under this Agreement without losing that right or any other right.  If Lender delays or waives any of its rights, Lender may enforce that right at any time in the future without advance notice.  For example, not terminating the Line of Credit for Borrower’s failure to make timely payments will not be a waiver of Lender’s right to terminate the Line of Credit in the future if Borrower has failed to make timely payments.

7.4. No Waiver.  No failure or delay on the part of the Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise.

Revolving Line of Credit Agreement

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7.5. Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights under this Agreement or document to which the Borrower is a party without the prior written consent of the Lender.

7.6. Integration.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

7.6. Integration.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

7.6. Dispute Resolution.  Any dispute arising out of or relating to this Agreement shall be submitted to voluntary mediation at the Judicial Arbiter Group in Denver, Colorado within 30 days’ written notice of the dispute.  If mediation does not resolve the dispute, the dispute shall proceed with another 30 days’ written notice to binding arbitration at the Judicial Arbiter Group.  In that event, the AAA Commercial Arbitration Rules shall apply to the discovery and hearing of the dispute except that, notwithstanding any AAA Rule, the Federal Rules of Evidence shall determine the admissibility of evidence presented at the arbitration hearing.

7.7. Waiver and Amendment.  Any provision of this Agreement can be amended, waived, modified, discharged or terminated upon the written consent of both the Lender and the Borrower.

7.8. Severability of Provisions.  Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction will not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and will not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

7.9. Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or Law means such statute, regulation or Law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; (xiii) references to “days” shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement.

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7.10. Attorney’s Fees. In the event of dispute arising out of this Agreement, the prevailing party is entitled to reasonable costs and attorney’s fees.

7.11 Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provisions or rules (whether of the State of Colorado or other jurisdiction) which would cause the application of any law, rule or regulation other than of the State of Colorado.

7.12 Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any Addendums hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

In witness whereof, the Lender and Borrower have caused this Agreement to be executed as of the date set forth above.

LENDER	BORROWER
Colorado Medical Finance Services LLC	Jammin Java Corp.
By: /s/ Jim McNamara	By: /s/ Anh Tran
Printed Name: Jim McNamara	Printed Name: Anh Tran
Its: CEO	Its: President

Revolving Line of Credit Agreement

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EXHIBIT “A”

REVOLVING CREDIT NOTE

___, 2015

$__________                                                                                                           Denver, Colorado

FOR VALUE RECEIVED, Jammin Java Corp. (“Borrower”) hereby PROMISES TO PAY to the order of Colorado Medical Finance Services LLC.,  (dba Gold Cross Capital LLC)  (“Lender”), at 127 Kings Road., Palm Beach, FL 33480 or at such other place as the Lender  may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of $__________, representing the aggregate amount outstanding pursuant to the Line of Credit Agreement (as hereinafter defined), as of the date hereof, together with interest on the unpaid principal amount of this Line of Credit Note (hereinafter, the “Note”) at the rate or  rates provided in the Loan Agreement.  The Note shall replace and supersede in its entirety any prior Revolving Credit Note.  This Note reflects the prior Advances to the Borrower by the Lender as set forth on Exhibit A hereto.

This Note is issued pursuant to that certain Line of Credit Agreement dated January __, 2015 between Borrower and Lender (the “Loan Agreement”). All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

The amount of the indebtedness evidenced hereby shall be payable as specified in the Loan Agreement.

Upon and after the occurrence of an Event of Default and after the cure period as set forth in the Loan Agreement, all principal of and accrued interest on this Note may, as provided in the Loan Agreement, and without demand, notice or legal process of any kind, may be declared, and shall thereafter immediately become, due and payable at the option of the Lender.

Borrower hereby waives demand, presentment, protest and notice of nonpayment and protest.

This Note has been executed, delivered and accepted at Denver, CO and shall be interpreted, governed by and construed in accordance with, the laws of the State of Colorado.

Borrower: Jammin Java Corp.

________________________________

By:

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Exhibit A

Date of Advance	Original Amount of Advance ($)	Accrued And Unpaid Interest On Such Advance Through the Date of Execution Below ($)	Amount of Principal Repaid Through The Date of Execution Below (principal payments and prepayments) (described in the notes below) ($)	Less Interest Paid In Cash (described in the notes below) ($)	Less Surcharge Paid (described in the notes below) ($)	Total Amount of Principal and Interest Owed As Of The Date of Execution Below ($)
TOTALS

Notes:

Confirmed and verified:

Jammin Java Corp.

By: _________________

Printed Name:___________________

Title:_______________________

Date:__________________

Revolving Line of Credit Agreement

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brent Toevs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jammin Java Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of a Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 15, 2015	By:	/s/ Brent Toevs
		Brent Toevs
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anh Tran, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jammin Java Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of a Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 15, 2015	By:	/s/ Anh Tran
		Anh Tran
		President, Chief Operating Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the three months ended April 30, 2015 (the “Report”) pursuant to U.S.C. Section 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” to the Securities and Exchange Commission (the “SEC”) rather than “filed” either as part of the Report or as part of the Report of as a separate disclosure statement, and are not to be incorporated by referenced into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Jammin Java, Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q for the three months ended April 30, 2015 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 15, 2015	By: /s/ Brent Toevs
	Brent Toevs
	Chief Executive Officer
	(Principal Executive Officer)

 Certification of the Chief Financial and Accounting Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Jammin Java, Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q for the three months ended April 30, 2015 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 15, 2015	By: /s/ Anh Tran
	Anh Tran
	President, Secretary and Treasurer
	(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Marley Coffee Announces Results of Operations For Q1 – Gross Profits Rise by 76% and Quarterly Losses shrink to lowest levels in 2 Years

The company continues making distribution gains as it readies for the recyclable RealCup™ launch on July 29th

DENVER, June 16, 2015 -- Jammin Java Corp. (d/b/a Marley Coffee) (OTCQB:JAMN) (www.marleycoffee.com), the sustainably grown, ethically farmed and artisan-roasted gourmet coffee company, provides a summary of its first quarter results and its plans for the remainder of the current fiscal year. It will outline its launch of its Recyclable RealCup™, a sustainable and easy-to-recycle single-serve capsule that’s compatible with most Keurig® K-Cup® machines, how it’s streamlining its business and it’s plans for further growth.

Financial Highlights for the Fiscal First Quarter (three months ended April 30, 2015):

· Quarter ended April 30, 2015 sales increased 27.9%($2,738,379) compared with last year's comparable sales while gross profits rose by 76% making it the 16th consecutive quarter that the company has grown its top line year over quarter since Mr. Brent Toevs took over as CEO.

· Total operating expenses decreased by 27.4% showing continued efficient growth.

· Net losses were down 37.4% compared to the same period last year and of those losses, ~$368,000 was attributed to stock based compensation, resulting in net losses before non-cash expenses of $829,191. We anticipate the losses for the three months ended July 31, 2015 to be the lowest the company has had to date and for that trend to continue through the rest of the year.  In addition, we anticipate that the company will become profitable by the fourth quarter of this fiscal year (i.e., that the company will show a profit for the fourth quarter of this fiscal year).

"We have been working hard as a team to not just prepare for the exciting launches in this upcoming year, but also the outlook of this company in the next 3 and 5 years," stated Rohan Marley, Chairman and Founder of Marley Coffee, who continued, "When we plan, we look for ‘catalytic events’ or projects that can truly drive the needle and push the company into the next level. We believe that Marley Coffee will have three of these events this year alone.”

Rohan Marley stated further, “On July 29th, we will be shipping our first recyclable RealCups and based on the feedback we’ve received from our retailers and consumer studies, we expect this to be a huge driver for revenue, profitability and social good. There is currently a serious garbage crisis and as the waste stream continues to grow, so will the pressures on our landfills, our resources, and our environment. We believe our recyclable Cup is a significant step forward in solving the 11 billion coffee capsule crisis. A recyclable capsule – isn’t it about time?"

“This was another quarter of growth and operating efficiencies,” explained Brent Toevs, Chief Executive Officer of Marley Coffee, who continued, “From a corporate strategy perspective, there are two key driving forces for the company during the remainder of the fiscal year 1) grow the business to profitability and 2) protect shareholder equity. I believe we have maintained those two strategies well this quarter. We’re continuing to work to grow the top line of our business while also trying to reduce our overhead. We’ve got some new initiatives this quarter that should help streamline our operating costs even further.”

Distribution

From a distribution standpoint, we expect that the company will see its biggest gains at the end of the second quarter and entering into the third quarter of the year. The feedback we have received is that retailers are excited for our Recyclable RealCup and we’re gaining additional shelf space for launch at the end of July. Some of the biggest gains are coming from our premium retailers. H-E-B added 4 new skus to take effect  in July. Wegmans added 3 skus of our RealCups Cup, which should be hitting shelves this week. Kroger added Smile Jamaica RealCups to ~1,300 shelves. Our international distribution continues to grow rapidly especially in Canada, Chile and South Korea. We also currently break out our revenue concentrations to the different countries in our quarterly filings.

There is a huge opportunity to disrupt the market today and provide consumers a choice. Based on our current distribution of approximately 7,200 shelves in the U.S. and an average of three skus of RealCups® per store, if we can get an additional customer to purchase one sku per store, per week, within our existing distribution, we believe we can generate approximately ~$6.7 million in additional revenue through a fiscal year. A 1% share of the market share of the market is about $50M in gross revenues.

Online

As part of our continuing efforts to push our online platform, we launched a new “My Cup” series, which are small batch, single origin, limited release specialty coffees available exclusively on the company’s online store as part of its recurring subscription or as a one-time product purchase.  The first My Cup batch is available in whole bean format in 10-ounce bags, hand-labeled and hand-numbered before being shipped with love from the company’s corporate headquarters in Denver, Colorado. The first batch in the series, Congo Kivu, is a top-grade bean sourced from the Eastern Congo chosen for the complex flavor notes and unique story behind the coffee from this exceptional growing region. Future My Cup series will be sourced from renowned coffee regions around the world to highlight diverse offerings and help create positive change in coffee regions globally. Additionally, for every bag sold a contribution is made to Water Wise Coffee™ to fund clean water initiatives. Subscribers to the My Cup series will enjoy convenient auto-shipments of each new batch every three months.

Recyclable Cup Launch and Marketing Support

The Company, alongside its partner Mother Parkers Tea & Coffee (its distribution partner), is putting a lot of effort into the launch of the recyclable RealCup™ both on shelf and out of store. This will be done through a combination of multi-city,tasting/ demonstration tours that will focus on driving sales velocities spending 6 weeks in each market and supported by PR, social media and alongside an  aggressive online strategy to raise awareness and drive trial including some very innovative video and digital content.

Financing Growth and Shareholder Support

The company has looked to raising debt to finance its current growth, which is preferable to raising capital through equity. The company’s largest supplier of products extended its required terms of payment from thirty days to one hundred and twenty days from the date product is received, which provides us approximately $1.5 million of short term capital in the near term. Additionally, we have entered into an unsecured Revolving Line of Credit, which allows us the right to borrow up to $500,000 from the lender from time to time. These financing options, as well as certain other financings the company is in discussions regarding, should give us the ability to continue our operations for the next 12 months while still investing in our growth.

As part of the company’s ongoing efforts to streamline our business and focus on larger projects, we are currently in negotiations to sell off the operations previously acquired from Black Rock Beverages, which we operate as a local OCS route distributor, to a larger local OCS company in the Colorado region. Revenues from the division should come in at the same rate after the proposed sale, but the plan is to scale revenues through a larger distribution company while reducing the overhead of running the division itself. The plan is to increase revenues, while reducing the company’s selling, general and administrative expenses by over $200,000 a year. The company expects to close the deal within the second quarter, provided that such transaction may not close within such time frame, on favorable terms, if at all.

The company’s primary goal is to continue to grow, but to get to profitability on a quarter-by-quarter basis by the end of the current fiscal year. This would move us into a completely different category, which potentially will allow us to refinance our lines of credit into bank debt and obtain more favorable terms for future funding. We are currently talking to local banks to prepare the company for this anticipated milestone.

Conclusion

Our objective, long-term, is to grow from a small-medium coffee company to a large company that can compete nationally and internationally,” added Brent Toevs. “From a business perspective, over the next 3 years our goal is to expand our domestic grocery distribution and fill the gap of 36,000 retail grocery stores and 10,000 other retail outlets, continue to expand our international presence and scale our ecommerce coffee of the month membership club. From a corporate perspective, we’re fully aware that being a sub dollar company traded on the OTCQB makes it difficult to bring in more analyst coverage and get institutional buying. It is our goal to look to qualify to uplist to Nasdaq or NYSE-MKT within the next year.

About Jammin Java Corp., d/b/a Marley Coffee

Marley Coffee (corporate name Jammin Java Corp.) is a U.S.-based company that provides premium, artisan roasted coffee to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Under its exclusive licensing agreement with 56 Hope Road, the company continues to develop its coffee lines under the Marley Coffee brand. The company is a fully reporting company quoted on the OTCQB under the symbol "JAMN." For additional information, follow Marley Coffee on Facebook, Twitter and visit MarleyCoffee.com or visit the Investor Relations section at Investor.MarleyCoffee.com.

Contact:

Media Contact:

Jessica Weeg

Havas Formula

212-219-0321

Weeg@havasformula.com

Forward-Looking Statement

This Press Release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Acts"). In particular, the words "believe," "may," "could," "should," "expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and similar conditional words and expressions are intended to identify forward-looking statements and are subject to the safe harbor created by these Acts. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission ("SEC"), including but not limited to, our Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements herein are made as of the date hereof. Actual results may differ from anticipated results sometimes materially, and reported results should not be considered an indication of future performance. The company takes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the company. The company's SEC filings are available at http://www.sec.gov.

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Concentrations (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Concentration Risk [Line Items]
Sales	$ 2,581,427	$ 2,121,121
Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Percentage concentration	47.00%	57.00%
Vendor Risk [Member]
Concentration Risk [Line Items]
Percentage concentration	86.00%	82.00%
Canada [Member]
Concentration Risk [Line Items]
Sales	219,803	69,213
South Korea [Member]
Concentration Risk [Line Items]
Sales	295,759	0
Chile [Member]
Concentration Risk [Line Items]
Sales	$ 184,240	$ 47,520

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Trademark License Agreements and Intangible Assets (Schedule of License Agreements) (Details) (USD $)	Apr. 30, 2015	Jan. 31, 2015
Trademark License Agreements and Intangible Assets [Abstract]
License Agreement	$ 730,000	$ 730,000
Intangible assets	49,900	49,900
Total	779,900	779,900
Accumulated amortization	(149,634)	(133,309)
Intangibles subject to amortization	630,266	646,591
Goodwill	88,162	88,162
Total intangible assets	$ 718,428	$ 734,753

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Inventories

3 Months Ended

Apr. 30, 2015

Inventories [Abstract]

Inventories

Note 4 – Inventories

Inventories were comprised of:

	April 30,		January 31,
	2015		2015
Finished Goods - Coffee	$	153,868	$	197,581
	$	153,868	$	197,581

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Related Party Transactions (Details) (Marley Coffee Ltd - Rohan Marley [Member], USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Marley Coffee Ltd - Rohan Marley [Member]
Related Party Transaction [Line Items]
Purchase from related parties	$ 161,645	$ 64,925
Chairman, ownership percentage	25.00%

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Notes Payable (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Mar. 26, 2015
Notes Payable [Abstract]
Line of credit facility, effective date	Feb. 16, 2015
Line of credit facility, maximum borrowing capacity	$ 500,000
Line of credit facility, amount advanced		$ 250,000
Line of credit facility, interest rate per annum	17.50%
Line of credit facility, interest rate payable in cash	10.00%
Line of credit facility, interest rate payable in cash or receivables reduction	7.50%
Line of credit facility, expiration date	Sep. 26, 2016
Line of credit facility, days given to cure default	10 days
Line of credit facility, interest rate upon default	20.00%

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Stockholders' Equity (Narrative) (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 368,046	$ 604,777
Remaining amount of unamortized stock option expense	1,842,873
Intrinsic value of stock options outstanding	$ 520,000	$ 488,333
2011 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan	20,000,000
Shares available for issuance	16,333,333
2012 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan	12,000,000
Shares available for issuance	60,717
2013 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan	12,000,000
Shares available for issuance	2,250,033

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Stockholders' Equity (Schedule of Activity in Stock Options) (Details) (Compensation and Incentive Plans [Member], USD $)	3 Months Ended
	Apr. 30, 2015
Compensation and Incentive Plans [Member]
Number of Shares
Outstanding	17,830,000
Granted	500,000
Exercised
Forfeited and canceled	(60,000)
Outstanding	18,270,000
Exercisable	11,149,160
Weighted Average Exercise Price
Outstanding	$ 0.35
Granted	$ 0.22
Excercised
Forfeited and canceled	$ 0.21
Outstanding	$ 0.35
Exercisable	$ 0.33
Weighted Average Remaining Contract Term
Outstanding	3 years 1 month 17 days
Exercisable	2 years 9 months 25 days

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Business Overview and Summary of Accounting Policies

3 Months Ended

Apr. 30, 2015

Business Overview and Summary of Accounting Policies [Abstract]

Business Overview and Summary of Accounting Policies

Note 3.  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 with 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.

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of April 30, 2015, the Company had $72,031 of cash equivalents. Additionally, no interest income was recognized for the three months ended April 30, 2015.

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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.  Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates.

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; namely, 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 terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has reserved an allowance of $100,000 for doubtful accounts at April 30, 2015 and January 31, 2015.   Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual 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 April 30, 2015, 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 $41,273 and $22,637 for the three months ended April 30, 2015 and 2014, 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 (see Note 5). 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 long-lived assets including the license and determined that no impairment existed at April 30, 2015.

Accounts Receivable due from Roasters. Oftentimes we source coffee that we sell to our roaster, Mother Parkers, a related party and shareholder of the Company, who in turn sells it to its own customers. This is especially the case with Jamaican Blue Mountain coffee secured by us.  Mother Parkers is also a shareholder of the Company.  At April 30, 2015, we are owed $810,498 by Mother Parkers. We also utilize the services of Mother Parkers, to roast coffee to our specifications for sale to the Company's customers. As a result, at April 30, 2015, we owe $2,480,206 to Mother Parkers for roasting services.

Financial assets and liabilities are subject to offset and presented as net amounts in the statement of financial position when, and only when, the Company currently has a legally enforceable right to offset amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Company does not have offset rights with respect to Mother Parkers due to/due from amounts at April 30, 2015.

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, management utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.  

Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives.  If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital.  We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the reporting period. 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 months ended April 30, 2015 and 2014, respectively. In addition, basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 4,000,000 "in-the-money" options as of April 30, 2015.

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.

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Commitments and Contingencies (Details) (USD $)	3 Months Ended	0 Months Ended
	Apr. 30, 2015 Items	Jul. 28, 2014	Mar. 31, 2015
Coffee Maker Lease Agreement One [Member]
Capital Leased Assets [Line Items]
Coffee makers, gross amount	$ 56,000
Number of coffee makers	10
Lease expiration date	Nov. 10, 2017
Monthly capital lease payments due	1,844
Coffee Maker Lease Agreement Two [Member]
Capital Leased Assets [Line Items]
Coffee makers, gross amount	17,000
Number of coffee makers	4
Lease expiration date	May 10, 2018
Monthly capital lease payments due	575
Settlement with Whittle [Member] | Damages Sought, Breach of Consulting Agreement [Member]
Loss Contingencies [Line Items]
Damages claimed		60,000
Settlement with Whittle [Member] | Damages Sought, Payments Related to Consulting Agreement [Member]
Loss Contingencies [Line Items]
Damages claimed		19,715
Settlement with Whittle [Member] | Subscription Agreement [Member]
Loss Contingencies [Line Items]
Amount awarded			80,000
Monthly payments			$ 10,000

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BALANCE SHEETS (USD $)	Apr. 30, 2015	Jan. 31, 2015
Current Assets:
Cash and cash equivalents	$ 72,031	$ 443,189
Accounts receivable, net (includes $810,498 due from a related party)	1,732,247	1,154,252
Inventory	153,868	197,581
Prepaid expenses	11,660	18,986
Other current assets	3,421	3,784
Total Current Assets	1,973,227	1,817,792
Property and equipment, net	395,498	381,248
Intangible assets, net	718,428	734,753
Other assets	23,567	23,567
Total Assets	3,110,720	2,957,360
Current Liabilities:
Accounts payable (includes $2,480,206 due to a related party)	3,253,092	2,492,900
Accrued expenses	266,727	477,229
Accrued royalty and other expenses - related party	58,609	81,078
Notes payable	298,948
Total Current Liabilities	3,877,376	3,051,207
Total Liabilities	3,877,376	3,051,207
Stockholders' Equity (Deficit):
Common stock, $.001 par value, 5,112,861,525 shares authorized; 125,545,910 and 124,691,748 shares issued and outstanding, as of April 30, 2015 and January 31, 2015, respectively	125,546	124,692
Additional paid-in-capital	24,348,867	23,825,294
Accumulated deficit	(25,241,069)	(24,043,833)
Total Stockholders' Equity (Deficit)	(766,656)	(93,847)
Total Liabilities and Stockholders' Equity (Deficit)	$ 3,110,720	$ 2,957,360

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Basis of Presentation

3 Months Ended

Apr. 30, 2015

Basis of Presentation [Abstract]

Basis of Presentation

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 April 30, 2015 has been derived from the audited balance sheet at January 31, 2015 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.

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Business Overview and Summary of Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Business Overview and Summary of Accounting Policies [Abstract]
Cash equivalents	$ 72,031
Allowance for doubtful accounts	100,000
Depreciation Expense	41,273	22,637
Receivables from Mother Parkers	810,498
Payables to Mother Parkers	$ 2,480,206
Anti-dilutive options excluded from earnings per share calculation	4,000,000

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Trademark License Agreements and Intangible Assets (Narrative) (Details)	3 Months Ended
	Apr. 30, 2015
License agreement amortization period	15 years
Intangible assets amortization period	10 years
Remaining useful life of license agreement	12 years 3 months 18 days

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Going Concern and Liquidity

3 Months Ended

Apr. 30, 2015

Going Concern and Liquidity [Abstract]

Going Concern and Liquidity

Note 2. 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 $1,197,236 for the three months ended April 30, 2015, and has an accumulated deficit since inception of $25,241,069. 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 sale of its common stock. The Company will, in the future, need to secure additional funds through future equity sales or other fund raising activities. 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, 2015 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company's ability to continue as a going concern.

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BALANCE SHEETS (Parenthetical) (USD $)	Apr. 30, 2015	Jan. 31, 2015
BALANCE SHEETS [Abstract]
Accounts receivable - related party	$ 810,498
Accounts payable - related party	$ 2,480,206
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,112,861,525	5,112,861,525
Common stock, shares issued	125,545,910	124,691,748
Common stock, shares outstanding	125,545,910	124,691,748

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Business Overview and Summary of Accounting Policies (Policies)

3 Months Ended

Apr. 30, 2015

Business Overview and Summary of Accounting Policies [Abstract]

Reclassifications

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

Use of Estimates in Financial Statement Preparation

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.

Cash and Cash Equivalents

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of April 30, 2015, the Company had $72,031 of cash equivalents. Additionally, no interest income was recognized for the three months ended April 30, 2015.

Revenue Recognition

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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.  Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates.

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; namely, the risks of loss for collection, delivery and returns.

Allowance for Doubtful Accounts

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 terms for each customer, and the length of time accounts receivable are outstanding. Management provides an allowance for accounts receivable whenever it is evident that they become uncollectible. The Company has reserved an allowance of $100,000 for doubtful accounts at April 30, 2015 and January 31, 2015.   Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results.

Inventories

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost, which approximates actual 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 April 30, 2015, the Company determined that no reserve was required.

Property and Equipment

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 $41,273 and $22,637 for the three months ended April 30, 2015 and 2014, respectively.

Impairment of Long-Lived Assets

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 (see Note 5). 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 long-lived assets including the license and determined that no impairment existed at April 30, 2015.

Accounts Receivable due from Roasters

Accounts Receivable due from Roasters. Oftentimes we source coffee that we sell to our roaster, Mother Parkers, a related party and shareholder of the Company, who in turn sells it to its own customers. This is especially the case with Jamaican Blue Mountain coffee secured by us.  Mother Parkers is also a shareholder of the Company.  At April 30, 2015, we are owed $810,498 by Mother Parkers. We also utilize the services of Mother Parkers, to roast coffee to our specifications for sale to the Company's customers. As a result, at April 30, 2015, we owe $2,480,206 to Mother Parkers for roasting services.

Financial assets and liabilities are subject to offset and presented as net amounts in the statement of financial position when, and only when, the Company currently has a legally enforceable right to offset amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. The Company does not have offset rights with respect to Mother Parkers due to/due from amounts at April 30, 2015.

Stock-Based Compensation

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, management utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.  

Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives.  If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital.  We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes

Income Taxes. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share

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 reporting period. 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 months ended April 30, 2015 and 2014, respectively. In addition, basic and diluted earnings per share for such periods are the same because all potential common equivalent shares would be anti-dilutive including the 4,000,000 "in-the-money" options as of April 30, 2015.

Recently Issued Accounting Pronouncements

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.

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Document and Entity Information	3 Months Ended
	Apr. 30, 2015	Jun. 10, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	JAMMIN JAVA CORP.
Entity Central Index Key	0001334586
Document Type	10-Q
Document Period End Date	Apr. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		125,545,910
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

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Inventories (Tables)

3 Months Ended

Apr. 30, 2015

Inventories [Abstract]

Schedule of Inventory

	April 30,		January 31,
	2015		2015
Finished Goods - Coffee	$	153,868	$	197,581
	$	153,868	$	197,581

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
STATEMENTS OF OPERATIONS [Abstract]
Revenue:	$ 2,738,379	$ 2,141,037
Discounts and allowances	(156,952)	(19,916)
Net revenue	2,581,427	2,121,121
Cost of sales:
Cost of sales products	1,784,812	1,668,376
Total cost of sales	1,784,812	1,668,376
Gross Profit	796,615	452,745
Operating Expenses:
Compensation and benefits	972,806	1,132,148
Selling and marketing	521,116	822,773
General and administrative	492,824	780,600
Total operating expenses	1,986,746	2,735,521
Other income (expense):
Other income (expense)		370,024
Interest expense	(7,105)	(437)
Total other income (expense)	(7,105)	369,587
Net Loss	$ (1,197,236)	$ (1,913,189)
Net loss per share:
Basic and diluted loss per share	$ (0.01)	$ (0.02)
Weighted average common shares outstanding - basic and diluted	124,879,545	106,390,682

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Related Party Transactions

3 Months Ended

Apr. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 – Related Party Transactions

Transactions with Marley Coffee Ltd.

During the three months ended April 30, 2015 and 2014, the Company made purchases of $161,645 and $64,925, 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.

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Notes Payable

3 Months Ended

Apr. 30, 2015

Notes Payable [Abstract]

Notes Payable

Note 6 – Notes Payable

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015.  The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time.  On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or at the option of the lender and with our consent, or by a reduction in amounts owed to us by the lender in connection with the sale of coffee or other promotional activities.  The line of credit expires, and all amounts are due under the line of credit on September 26, 2016.  The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default.  Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates.

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Inventories (Details) (USD $)	Apr. 30, 2015	Jan. 31, 2015
Inventories [Abstract]
Finished Goods - Coffee	$ 153,868	$ 197,581
Inventories	$ 153,868	$ 197,581

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Trademark License Agreements and Intangible Assets (Tables)

3 Months Ended

Apr. 30, 2015

Trademark License Agreements and Intangible Assets [Abstract]

Schedule of Intangible Assets and Goodwill

	April 30, 2015			January 31, 2015
License Agreement	$	730,000		$	730,000
Intangible assets		49,900			49,900
Total	$	779,900		$	779,900
Accumulated amortization		(149,634	)		(133,309)
Intangibles subject to amortization	$	630,266			646,591
Goodwill		88,162			88,162
Total intangible assets	$	718,428		$	734,753

Schedule of Amortization Expense

	For the three months ending April 30,
		2015			2014
License Agreement	$	(12,166	)	$	(12,167	)
Intangible assets		(4,159	)		(1,248	)
Total License Agreement Amortization Expense	$	(16,325	)	$	(13,415	)

Schedule of Future Amortization Expense

Years Ending January 31,
2016	$	34,126
2017		46,292
2018		46,292
2019		46,292
2020		46,292
Thereafter		376,874
Total	$	596,168

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Concentrations

3 Months Ended

Apr. 30, 2015

Concentrations [Abstract]

Concentrations

 Note 10 – Concentrations

A significant portion of our revenue is derived from our relationships with a limited number of vendors and distributors. The loss of one or more of our significant vendors or distributors would have a material impact on our revenues and results of operations. During the three month period ended April 30, 2015, three customers accounted for 47% of net revenues. During the three month period ended April 30, 2014, three customers accounted for 57% of net revenues.

During the three month period ended April 30, 2015, two vendors accounted for 86% of purchases. During the three month period ended April 30, 2014, three vendors accounted for 82% of purchases.

For the three month period ended April 30, 2015, total sales in Canada totaled $219,803 and for the three month period ended April 30, 2014, total sales in Canada totaled $69,213.

For the three month period ended April 30, 2015, sales in South Korea for Green coffee and retail coffee sales totaled $295,759 and for the three month period ended April 30, 2014, sales in South Korea totaled $0.

For the three month period ended April 30, 2015, sales in Chile totaled $184,240 and for the three month ended April 30, 2014, sales in Chile totaled $47,520.

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Stockholders' Equity

3 Months Ended

Apr. 30, 2015

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 8 – Stockholders' Equity

Share-based Compensation:

On August 5, 2011, the Board of Directors approved the Company's 2011 Equity Compensation Plan (the “2011 Plan”). The 2011 Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2011 Plan, to the Company's employees, officers, directors and consultants. A total of 20,000,000 shares are authorized for issuance under the 2011 Plan, which has not been approved by the stockholders of the Company.  As of April 30, 2015 a total of 16,333,333 shares are available for issuance under the 2011 Plan.

On October 14, 2012, the Board of Directors approved the Company's 2012 Equity Incentive Plan, which was amended and restated on September 19, 2013 (as amended and restated, the “2012 Plan”). The 2012 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 2012 Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2012 Plan, which has been approved by the stockholders of the Company, and as of April 30, 2015, a total of 60,717 shares are available for issuance under the 2012 Plan.

On September 10, 2013, the Board of Directors approved the Company's 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 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 Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Plan, which has been approved by the stockholders of the Company, and as of April 30, 2015, a total of 2,250,033 shares are available for issuance under the 2013 Plan.

The Plans are administered by the Board of Directors in its discretion. The Board of Directors interprets the Plans and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of stock options, the number of shares subject to awards, the expiration date of awards, and the vesting schedule or other restrictions applicable to awards.

During the three months ended April 30, 2015 and 2014, the Company recognized share-based compensation expenses totaling $368,046 and $604,777, respectively. The remaining amount of unamortized stock option expense at April 30, 2015 was $1,842,873.

The intrinsic value of exercisable and outstanding options at April 30, 2015 and 2014 was $520,000 and $488,333, respectively.

Activity in stock options during the three month period ended April 30, 2015 and related balances outstanding as of that date are set forth below:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaing Contract Term (# of years)
Outstanding at February 1, 2015		17,830,000		0.35
Granted		500,000		0.22
Exercised		-		-
Forfeited and canceled		(60,000)		0.21
Outstanding at April 30, 2015		18,270,000	$	0.35	3.13
Exercisable at April 30, 2015		11,149,160	$	0.33	2.82

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Commitments and Contingencies

3 Months Ended

Apr. 30, 2015

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

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 alleged that Whittle entered into a consulting agreement with the Company for which the Company 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 included $60,000 under the consulting agreement and $19,715 related to payments assumed by the Company.  Effective on March 31, 2015, the Company and Mr. Whittle entered into a Settlement Agreement and Release of Claims (the “Settlement”), pursuant to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209), lawsuit described above. Pursuant to the terms of the Settlement, the Company agreed to pay Mr. Whittle $80,000 which was accrued as of January 31, 2015 (to be paid in equal payments of $10,000 per month beginning on April 1, 2015), the Company agreed to withdraw from a joinder in connection with the Federal Action pending between the parties (and certain other parties) as described below, the parties provided each other mutual releases and the parties agreed to mutually dismiss, with prejudice, their claims.

In a separate case, 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, 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.

On December 15, 2014, a complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles – Central Division (Case Number: BC566749), pursuant to which Sky Consulting Group, Inc. (“Sky”), made various claims against the Company, Mr. Tran, the Company's President and Director, Marley C&V International, and various other parties. The complaint alleged causes of action for breach of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating to a May 2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products in Korea. The suit seeks damages, punitive damages, court costs and attorney's fees. The Company subsequently filed a motion to compel arbitration pursuant to the terms of the agreement, which was approved by the court on April 7, 2015. The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  As of this filing date the case is in Arbitration.

Leases:

The Company's Black Rock Beverage division entered into two thirty-six month Capital Lease agreements with Cafection Enterprises Inc. of Quebec, Canada for approximately $56,000 and $17,000 ($U.S. dollars) for 10 and 4 coffee makers, respectively.  Payments of $1,844 are due monthly through November 2017 and of $575 are due monthly through May 2018.

• $1,844 per month from December 10, 2014 to November 10, 2017;

• $575 per month from June 10, 2015 to May 10, 2018.

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Subsequent Events

3 Months Ended

Apr. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

Note 11 – 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.

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Going Concern and Liquidity (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Jan. 31, 2015
Going Concern and Liquidity [Abstract]
Net loss	$ (1,197,236)	$ (1,913,189)
Accumulated deficit	$ (25,241,069)		$ (24,043,833)

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Trademark License Agreements and Intangible Assets (Schedule of Amortization Expense) (Details) (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Trademark License Agreements and Intangible Assets [Abstract]
License Agreement	$ (4,159)	$ (1,248)
Intangible assets	(12,166)	(12,167)
Total License Agreement Amortization Expense	$ (16,325)	$ (13,415)

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STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Cash Flows From Operating Activities:
Net loss	$ (1,197,236)	$ (1,913,189)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	156,381	166,147
Shared-based employee compensation	368,046	604,777
Depreciation	41,273	22,637
Amortization of license agreement	4,159	1,248
Amortization of intangible assets	12,166	12,167
Changes in operating assets and liabilities:
Accounts receivable	(577,995)	(390,616)
Inventory	43,713	239,944
Prepaid expenses and other current assets	7,689	1,023,940
Other assets - long term		(5,600)
Accounts payable	760,192	(657,968)
Accrued expenses	(210,502)	(17,145)
Accrued royalty and other expenses - related party	(22,469)	(7,233)
Net cash used in operating activities	(614,583)	(920,891)
Cash Flows From Investing Activities:
Purchases of property and equipment	(55,523)	(13,089)
Net cash used in investing activities	(55,523)	(13,089)
Cash Flows From Financing Activities:
Common stock issued for cash		2,500,000
Borrowings on short term debt	298,948	(4,965)
Net cash provided by financing activities	298,948	2,495,035
Net change in cash and cash equivalents	(371,158)	1,561,055
Cash and cash equivalents at beginning of period	443,189	857,122
Cash and cash equivalents at end of period	72,031	2,418,177
Non-Cash Transactions:
Extinguishment of debt for stock		369,589
Addition of capital leases	$ 73,000

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Trademark License Agreements and Intangible Assets

3 Months Ended

Apr. 30, 2015

Trademark License Agreements and Intangible Assets [Abstract]

Trademark License Agreements and Intangible Assets

Note 5 – Trademark License Agreements and 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:

	April 30, 2015			January 31, 2015
License Agreement	$	730,000		$	730,000
Intangible assets		49,900			49,900
Total	$	779,900		$	779,900
Accumulated amortization		(149,634	)		(133,309)
Intangibles subject to amortization	$	630,266			646,591
Goodwill		88,162			88,162
Total intangible assets	$	718,428		$	734,753

	For the three months ending April 30,
		2015			2014
License Agreement	$	(12,166	)	$	(12,167	)
Intangible assets		(4,159	)		(1,248	)
Total License Agreement Amortization Expense	$	(16,325	)	$	(13,415	)

As of April 30, 2015, the remaining useful life of the Company's license agreement was approximately 12.3 years. The following table shows the estimated amortization expense for the license agreement for each of the five succeeding fiscal years and thereafter.

Years Ending January 31,
2016	$	34,126
2017		46,292
2018		46,292
2019		46,292
2020		46,292
Thereafter		376,874
Total	$	596,168

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Trademark License Agreements and Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $)	Apr. 30, 2015	Jan. 31, 2015
Years Ending January 31,
Intangibles subject to amortization	$ 630,266	$ 646,591
License Agreement [Member]
Years Ending January 31,
2016	34,126
2017	46,292
2018	46,292
2019	46,292
2020	46,292
Thereafter	376,874
Intangibles subject to amortization	$ 596,168

XML

Stockholders' Equity (Tables)

3 Months Ended

Apr. 30, 2015

STOCK BASED COMPENSATION [Abstract]

Schedule of Activity in Stock Options

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaing Contract Term (# of years)
Outstanding at February 1, 2015		17,830,000		0.35
Granted		500,000		0.22
Exercised		-		-
Forfeited and canceled		(60,000)		0.21
Outstanding at April 30, 2015		18,270,000	$	0.35	3.13
Exercisable at April 30, 2015		11,149,160	$	0.33	2.82