10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 30, 2013

¨ 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.)
8200 Wilshire Blvd. Suite 200 Beverly Hills, CA	90211
(Address of  principal executive offices)	(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 þ No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes£ No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No þ

At June 14, 2013, there were 91,821,331 shares of the issuer’s common stock outstanding. 

Jammin Java Corp.

For the Three Months Ended April 30, 2013

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets as of April 30, 2013 (unaudited) and January 31, 2013	1
	Statements of Operations (unaudited) - For the Three Months ended April 30, 2013 and 2012	2
	Statements of Cash Flows (unaudited) - For the Three Months ended April 30, 2013 and 2012	3
	Notes to Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JAMMIN JAVA CORP.

BALANCE SHEETS

	April 30,			January 31,
	2013			2013
Assets
Current Assets:
Cash	$	63,722		$	—
Restricted Cash		—			65,382
Accounts receivable		858,599			415,721
Prepaid expenses		172,421			173,264
Other current assets		3,000			24,387
Total Current Assets		1,097,742			678,754
Property and equipment, net		21,390			19,705
License agreement		693,501			705,667
Deferred financing costs		—			43,490
Total Assets	$	1,812,633		$	1,447,616
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	547,693		$	762,663
Accounts payable - Related Party		2,258			2,258
Accrued expenses		103,428			92,586
Accrued expenses - Related party		64,788			30,073
Bank Overdraft		—			8,931
Notes payable - Related party		46,542			9,454
Secured promissory note -  net of discount of $-0- and $29,925, respectively		—			320,075
Notes payable - current		9,931			—
Derivative liability		—			120,006
Total Current Liabilities		774,640			1,346,046
Total Liabilities		774,640			1,346,046
Stockholders' Equity:
Common stock, $.001 par value, 5,112,861,525  shares authorized;  86,793,357 and 79,373,546  shares issued and outstanding, as of April 30, 2013 and January 31, 2013, respectively		86,797			79,377
Shares due from Ironridge		(1,177,359	)		—
Additional paid-in-capital		9,606,020			7,081,011
Accumulated deficit		(7,477,465	)		(7,058,818	)
Total Stockholders' Equity		1,037,993			101,570
Total Liabilities and Stockholders' Equity	$	1,812,633		$	1,447,616

See accompanying notes to financial statements

1

JAMMIN JAVA CORP.

STATEMENTS OF OPERATIONS

	Three Months Ended April 30,
	2013			2012
Revenue	$	817,049		$	309,614
Cost of sales:
Cost of sales products		318,161			234,533
Total cost of sales		318,161			234,533
Gross Profit	$	498,888		$	75,081
Operating Expenses:
Compensation and benefits		275,157			575,663
Selling and marketing		86,213			177,778
General and administrative		451,802			216,060
Total operating expenses		813,172			969,501
Other income (expense):
Other expense (Including loss on settlement of liabilities of $128,836)		3,135			—
Interest income		—			310
Interest (expense)		(107,498	)		(69	)
Total other income (expense)		(104,363	)		241
Net Loss	$	(418,647	)	$	(894,179	)
Net loss per share:
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		83,903,387			76,744,150

See accompanying notes to financial statements

2

JAMMIN JAVA CORP.

STATEMENTS OF CASH FLOWS

	Three Months Ended April 30,
	2013			2012
Cash Flows From Operating Activities:
Net loss	$	(418,647	)	$	(894,179	)
Adjustments to reconcile net loss to net  cash used in operating activities:
Common stock issued for services		110,864			—
Common Stock Issued to Ironridge for debt extinguishment, net of TCA stock buy-back		28,837			—
Share based employee compensation		211,566			475,154
Depreciation		1,877			(12,776	)
Amortization of license agreement		12,166			—
Amortization of debt discount and deferred financing		43,490			—
Changes in:
Accounts receivable		(442,878	)		(52,293	)
Prepaid expenses and other current assets		22,230			(8,305	)
Accounts payable		(214,972	)		106,664
Accrued expenses		45,557			—
Bank Overdraft		(8,931	)		—
Derivative liability		(120,006	)		—
Net cash used in operating activities		(728,847	)		(385,735	)
Cash Flows Used in Investing Activities:
Purchases of property and equipment		(3,562	)		—
Investment in restricted cash		65,382			—
Net cash provided by investing activities		61,820			—
Cash Flows From Financing Activities:
Repayment of notes payable - related party		34,717			(11,835	)
Advances from related parties		2,371			—
Repayment of promissory note, net of financing costs		(350,000	)		—
Common Stock Issued to Ironridge for debt extenguishment		1,003,805			—
Borrowing on short term debt		—			(5,031	)
Financing on short term debt		39,856			15,280
Net cash provided by financing activities		730,749			(1,586	)
Net change in cash		63,722			(387,321	)
Cash at beginning of period		—			835,878
Cash at end of period	$	63,722		$	448,557
Supplemental Cash Flow Information:
Cash paid for interest	$	54,103		$	103
Cash paid for income taxes	$	—		$	—
Non-Cash Transactions:
Financed insurance policy	$	12,414		$	15,280
Extinguishment of debt	$	2,310,000		$	—

See accompanying notes to the financial statements

3

 JAMMIN JAVA CORP.

NOTES TO FINANCIAL STATEMENTS

April 30, 2013

(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 January 31, 2013 has been derived from the audited balance sheet at January 31, 2013 contained in such Form 10-K.

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

Note 2. Business Overview and Summary of Accounting Policies

The Company was incorporated in Nevada on September 2004 under the name “Global Electronic Recovery Corp.” In February 2008, the Company changed its name to “Marley Coffee Inc.” when it merged its then newly formed subsidiary, “Marley Coffee Inc.” into the Company. In July 2009, the Company changed its name to “Jammin Java Corp.” when it merged its then newly formed subsidiary, Jammin Java Corp., into the Company. The Company’s common stock is quoted on the OTCQB market maintained by OTC Markets Group, Inc., a quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities, under the symbol “JAMN.”

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

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

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

4

The Company utilizes the following hierarchy in fair value measurements:

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

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

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

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of April 30, 2013, the Company had no money market account. No Interest income was recognized for the three months ended April 30, 2013. As of April 30, 2013, the Company held no auction rate securities.

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured.

The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns.

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company provides reserves for accounts receivable when they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at April 30, 2013.

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 $1,877 and $1,088 for the three months ended April 30, 2013 and 2012, respectively.

Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The license agreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (see Note 4). Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset. 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, 2013.

5

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

Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three months ended April 30, 2013 and 2012, 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 9,400,000 outstanding options as of April 30, 2013.

Recently Issued Accounting Pronouncements. Accounting standards that have been issued by the FASB or other standards setting bodies that do not require adoption until a future date are being evaluated by the Company to determine whether adoption will have a material impact on the Company’s financial statements.

Note 3 – Going Concern and Liquidity

These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company incurred a net loss of $418,647 for the three months ended April 30, 2013, and has an accumulated deficit since inception of $7,477,465. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

6

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, 2013 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company’s ability to continue as a going concern.

Note 4. Trademark License Agreements

	April 30, 2013			January 31, 2013
License Agreement	$	705,667		$	766,000
Impairment		—			(36,000)
Accumulated amortization		(12,166	)		(24,333)
License Agreement, net		693,501			705,667

The amortization period is fifteen years. Amortization expense consists of the following:
	Three Months Ended April 30,
	2013			2012
License Agreement	$	(12,166	)	$	—
Total License Agreement Amortization Expense	$	(12,166	)	$	—

As of April 30, 2013, the remaining useful life of the Company's license agreement was approximately 14.25 years. The following table shows the estimated amortization expense for those assets for the remaining current fiscal year, each of the four succeeding fiscal years and thereafter.

Years Ending January 31,
2014	$	36,501
2015		48,667
2016		48,667
2017		48,667
2018		48,667
Thereafter		462,332
Total	$	693,501

7

Note 5 – Notes Payable

On July 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), effective June 29, 2012 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2 million for working capital purposes, based on the amount of eligible accounts receivable the Company provided to secure the repayment of the amounts borrowed.

On July 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the “Revolving Note”), the repayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. The Revolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on July 18, 2013.

The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation, described in Note 8, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company for cancellation and were cancelled in May 2013. See Note 8 for further details.

Note 6 – Related Party Transactions

Transactions with Marley Coffee Ltd

During the three months ended April 30, 2013, the Company paid $84,880 to 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.

Capital Advance by Company President& CEO/Shareholders

During the three months ended April 30, 2013, Anh Tran, President of the Company, and Brent Toevs, Chief Executive Officer, advanced the Company funds to supplement working capital totaling a balance due to Mr. Tran and Mr. Toevs at April 30, 2013 of $24,552 and $22,000, respectively. The advances are unsecured, non-interest bearing and due on demand.

Note 7 – Stock Options

Share-based Compensation:

On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012, the Company registered the shares of common stock under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of April 30, 2013, 1,824,631 shares of common stock and 5,400,000 options are outstanding under the 2012 Equity Compensation Plan.

During the three month period ended April 30, 2013, the Company recognized share-based compensation expenses totaling $211,566. The remaining amount of unamortized stock options expense at April 30, 2013 is $1,531,938.

8

The intrinsic value of exercisable and outstanding options at April 30, 2013 was $540,000.

Activity in options during the three month period ended April 30, 2013 and related balances outstanding as of that date are set forth below:

					Weighted Average
	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price			Term (# years)
Outstanding at February 1, 2013		9,400,000	$	0.26
Granted		—		—
Exercised		—		—
Forfeited and canceled		—		—
Outstanding at April 30, 2013		9,400,000	$	0.26		4.54
Exercisable at April 30, 2013		816,667	$	0.16		4.72

Note 8 – Settlement of Liabilities with Ironridge

Ironridge Transaction

On March 6, 2013, pursuant to an order setting forth a stipulated settlement (the “Order” and the “Stipulation”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744 in accounts payable and accrued expenses (the “Claim”) owed by us to various parties, was issued 7,000,000 shares of our common stock (the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amount will come off our balance sheet and have been legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in the Initial Issuance are subject to adjustment as provided below:

— From the date of the Stipulation until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $10,000,000 (the “Calculation Period”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance (the “Final Amount”) with an aggregate value equal to (a) $1,068,631 (105% of the Claim Amount), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of the Order (which closing price was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during the Calculation Period, less $0.01 per share (the “Share Price”).

9

— If at any time during the Calculation Period the Initial Issuance is less than any reasonable possible Final Amount or a daily volume weighted average price is below 80% of the closing price on the day before the Issuance Date, Ironridge may request that the Company reserve and issue additional shares of Common Stock (the “True-Up Shares”) as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, the Calculation Period shall be extended by one trading day.

— At the end of the Calculation Period, if the sum of the Initial Issuance and any True-Up Shares does not equal the Final Amount, adjustments shall be made to the shares of Common Stock issued pursuant to the Stipulation and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

The Stipulation provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant to the Stipulation that (a) until at least one half of the total trading volume for the Calculation Period has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date the Order is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date the Order is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).

At April 30, 2013, pursuant to the adjustment of common shares contemplated by the Order, the Company estimates the ultimate settlement with Ironridge will take less common shares and has re-evaluated the number of common shares to settle at April 30, 2013 to be 4,294,524. Accordingly, the loss on extinguishment of the liabilities under the Ironridge transaction is reflected in the accompanying financial statements based management’s estimates as follows: 

Fair Value of Shares to settle (4,294,524)	$	1,202,467
Carrying amount of liabilities released		(1,073,631	)
Estimated Loss on extinguishment	$	128,836

Additionally, at April 30, 2013, management presently estimates Ironridge will need to return 2,705,476 shares of common stock. It is noted that the loss reflected above may vary from current estimates once the actual settlement with Ironridge occurs and such settlement is expected to occur when the Company meets all conditions stated in the Order.

Note 9 – Commitments and Contingencies

The Company’s commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of our business. The Company is not involved in any litigation or legal proceedings as of April 30, 2013.

Note 10 – Subsequent Events

Ironridge Transaction

On May 24, 2013, pursuant to an order setting forth a stipulated settlement (the “Order” and the “Stipulation”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,278,058 in accounts payable and accrued expenses (the “Claim”) owed by us to various parties, was issued 5,000,000 shares of our common stock (the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amount will come off our balance sheet and will significantly improve our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in the Initial Issuance are subject to adjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2013).

10

The Stipulation provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant to the Stipulation that (a) until at least one half of the total trading volume for the Calculation Period has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date the Order is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date the Order is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes.

Issued Shares

In May 2013, the Company issued 30,000 shares at $0.36 per share for investor relation services rendered.

Retired Shares

In May 2013, the Company cancelled 588,235 shares of common stock as part of the Ironridge settlement of TCA discussed in Note 5.

11

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

As used in this Quarterly Report, unless the context requires otherwise, references to “the Company,” “we,” “us,” “our,” “Jammin Java” and “Jammin Java Corp.” refer specifically to Jammin Java Corp. This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended January 31, 2013.

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 this Form 10-Q and incorporated by reference herein. We undertake no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason except as otherwise required by law.

The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report, our Annual Report on Form 10-K for the year ended January 31, 2013 and in our other reports filed with the Securities and Exchange Commission (the “SEC”).

Overview

Jammin Java, doing business as Marley Coffee, is a United States-based company that provides sustainably grown, ethically- farmed and artisan roasted gourmet coffee through multiple United States and international distribution channels. We intend to develop a significant share of these markets and achieve a leadership position by capitalizing on the global recognition of the “Marley” brand name. We hope to capitalize on the guidance and leadership of our Chairman, Rohan Marley, and to increase our sales through the marketing of products using the likeness of, and reflecting the personality of, Mr. Marley. Additionally, through a licensing agreement with the family of the late reggae performer, Robert Nesta Marley, professionally known as Bob Marley (which family members include Rohan Marley, our Chairman and the son of Bob Marley), we are provided the worldwide right to use the name “Marley Coffee” and reasonably similar variations thereof.

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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 grocery retail, online retail, office coffee services (OCS), foodservice, green bean coffee sales and vending and automated retailing.

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 Real Cup; compatible cartridges, for use in most models of Keurig®’s K-Cup brewing system. The Company is also working to provide coffee vending solutions through its partner AVT, Inc.

On September 13, 2012, the Company entered into a fifteen (15) year license agreement (renewable for two additional fifteen (15) year terms thereafter in the option of the Company) with an effective date of August 7, 2012 with Fifty-Six Hope Road Music Limited, a Bahamas international business company (“Fifty-Six Hope Road” and the “FSHR License Agreement”). Rohan Marley, our Chairman, owns an interest in and serves as a director of Fifty-Six Hope Road. Pursuant to the FSHR License Agreement, Fifty-Six Hope Road granted the Company a worldwide, exclusive, non-transferable license to utilize the “Marley Coffee” trademarks (the “Trademarks”) in connection with (i) the manufacturing, advertising, promotion, sale, offering for sale and distribution of coffee in all its forms and derivations, regardless of portions, sizes or packaging (the “Exclusive Licensed Products”) and (ii) coffee roasting services, coffee production services, and coffee sales, supply, distribution and support services, provided that the Company may not open retail coffee houses utilizing the Trademarks. Fifty-Six Hope Road owns and controls the intellectual property rights in and to the late reggae performer, Robert Nesta Marley, professionally known as Bob Marley, including the Trademarks. In addition, Fifty-Six Hope Road granted the Company the right to use the Trademarks on advertising and promotional materials that pertain solely to the sale of coffee cups, coffee mugs, coffee glasses, saucers, milk steamers, machines for brewing coffee, espresso and/or cappuccino, grinders, water treatment products, tea products, chocolate products, and ready-to-use (instant) coffee products (the “Non-Exclusive Licensed Products”, and together with the Exclusive Licensed Products, the “Licensed Products”). Licensed Products may be sold by the Company pursuant to the FSHR License Agreement through all channels of distribution, provided that, subject to certain exceptions, the Company cannot sell the Licensed Products by direct marketing methods (other than the Company’s website), including television, infomercials or direct mail without the prior written consent of Fifty-Six Hope Road. Additionally, FSHR has the right to approve all Licensed Products, all advertisements in connection therewith and all product designs and packaging. The agreement also provides that FSHR shall own all rights to any domain names (including marleycoffee.com), incorporating the Trademarks.

In consideration for the foregoing licenses, the Company agreed to pay royalties to Fifty-Six Hope Road in an amount equal to 3% of the net sales of all Licensed Products on a quarterly basis. In addition, such royalty payments are to be deferred during the first 20 months of the term of the FSHR License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter until paid in full. At April 30, 2013, $19,715 has been accrued for such royalty fees.

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended January 31, 2013. We believe that for the three months ended April 30, 2013, there have been no material changes to this information.

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Recent Accounting Pronouncements

For the three month period ended April 30, 2013, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Products and Revenue Channels

The Company’s objective is to position Marley Coffee as the premiere brand across all of the distribution channels for which we license the use of the “Marley” name and to capitalize on the likeness of our Chairman,Rohan Marley.

Geographically, we initially focused on retail grocery sales and marketing on the West Coast and Southwest portions of the United States and Western Canada. 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.

In 2012 our primary product lines were our bagged coffee. We sell 8oz and 12oz ground and whole bean bagged coffee primarily to the retail grocery channel. We sell 2lb whole bean and 2.5oz fractional packs primarily to the food service and Office Coffee Service or Breakroom industry.

In late November, 2012 we launched our Marley Coffee RealCups; a single serve; compatible cartridge, for use in most models of Keurig® ‘s K-Cup brewing system. The coffee single serve segment is the fastest growing sector of the coffee industry and the fastest growing part of our business. We expect RealCups to generate about half of our revenues in the near term.

We generate revenues in this category in two ways 1) by selling directly to retailers;and 2) through a licensing agreement with our roasters Mother Parkers Tea and Coffee. For direct sales, we handle all aspects of selling, merchandising and marketing of the products to retailers. Through the licensing agreement, our brokers or Mother Parkers Tea and Coffee, develops the relationships with retailers and handles everything from selling, merchandising, discounting, promoting and marketing and we receive a $0.03 licensing fee per cup sold. In the first quarter of fiscal 2014 we generated $44,630 in licensing fees equaling 1,487,652 RealCups sold. The gross wholesale value if we sold the cups directly would be worth approximately $744,000 at $0.50 per cup.

Additionally, during the year ended January 31, 2013, we added two additional revenue channels: Marley Coffee branded vending solutions and Marley Coffee branded Bike Cafés.

Branded Vending & Foodservice. AVT, Inc. (“AVT”) is a leading developer of vending and self-service retail equipment, have created Marley Coffee branded coffee self-automated vending machines designed to target college campuses, traditional retail locations, high-density traffic areas such as theaters and hotels and traditional foodservice vendors.

Marley Coffee BikeCaffe Mobile Franchise Concept. Marley Coffee branded BikeCaffe Coffee Bike, found in select cities in the U.S. and Europe, are a new approach to serving coffee to customers. These three-wheeled, geared bikes are environmentally-friendly, full-service cafes that roll from location to location. Bike Caffe franchises are available to Marley Coffee branded bikes that will sell coffee drinks exclusively featuring Marley Coffee beans.

Additionally, subsequent to the end of fiscal 2013, we affected two transactions with Ironridge, defined and described in greater detail below under “Funding and Financing Agreements” – “Ironridge Transactions”, pursuant to which $1,017,744 (during the three months ended April 30, 2013) and $1,278,058 (subsequent to April 30, 2013) in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge, will be satisfied by the issuance of shares of our common stock, will come off our balance sheet and will significantly improve our liquidity.

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Moving forward throughout fiscal 2014, we hope to expand our operations into new markets and into new retail grocery locations, leverage the Trademarks and create additional brand awareness for our products.

Throughout fiscal 2013, the Company issued shares of common stock in consideration to its officers, directors and employees in an effort to maximize its cash on hand and improve liquidity, which practice the Company has continued in the beginning of fiscal 2014. The Company has also accrued salaries for several of its officers and employees and will continue accruing such salaries or paying such salaries in shares of Form S-8 common stock until it has sufficient available funds to pay such salaries in cash. As the Company continues to grow it will need to raise additional cash in order to maintain its growth and fund its operations. If the Company is unable to access additional capital moving forward, it will hurt our ability to maintain growth and possibly jeopardize our ability to maintain our current operations. There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations and continue as a going concern.

RESULTS OF OPERATIONS

Results of Operations

Comparison of the Three months Ended April 30, 2013 and 2012

Sales Revenue. Sales revenues for the three months ended April 30, 2013 and 2012 were $817,049 and $309,614, respectively, which represents an increase of $507,435 from the prior period. Sales revenue increased as a result of the Company’s continued maturation from its development stage, the expansion of product lines and verticals and its ability to execute on its business plan.

Cost of Sales. Cost of sales for the three months ended April 30, 2013 and 2012 were $318,161 and $234,533, respectively, which represents an increase of $83,628, which was mostly attributed to increased sales, especially of items with larger profit margins.

Compensation and Benefit Expenses. Compensation and benefits for the three months ended April 30, 2013 and 2012, were $275,157 and $575,663, respectively, which represented a decrease of $300,506 from the prior period. The decrease was mostly a result from a decrease of stock compensation expenses and executive officer payroll.

Selling and Marketing Expenses. Selling and marketing expenses for the three months ended April 30, 2013 and 2012, were $86,213 and $177,778, respectively, which represents a decrease of $91,565 from the prior period. The decrease was principally the result of a large marketing campaign done in the prior period and not in the current period. As the business has developed, the customer base has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout 2014 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, 2013 and 2012, were $451,802 and $216,060, respectively, which represents an increase of $235,742 from the prior period. The increase was principally the result of overall increased expansion of the business and the need to support that expansion mostly through professional fees and payroll. General and administrative expense also increased due to increased corporate reporting expenses and increased insurance expenses.

Other Income (Expense). We had other expense of $3,135 for the three months ended April 30, 2013, compared to $310 in other expense for the three months ended April 30, 2012. Other expense for the three months ended April 30, 2013 was in connection with the Ironridge transaction that caused a loss on extinguishment of debt from the issuance of shares but is subject to a true-up after the “calculation period.” (see Note 8 to the financial statements included herein) and the gain on derivatives pertaining to TCA. We also had interest expense of $107,498 for the three months ended April 30, 2013, compared to interest expense of $69 for the three months ended April 30, 2012. Interest expense increased due to increased interest bearing debt mostly from the TCA note (described below).

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Net Loss. We incurred a net loss of $418,647 and $894,179 for the three months ended April 30, 2013 and 2012, respectively, a decrease in net loss of $475,532 from the prior period. The principal reason for the decrease in net loss is increased sales revenue and lower operating expenses offset by higher cost of sales and the recognition of loss on extinguishment of debt from the Ironridge transaction (described below). Non-cash payments of common stock included in net loss for the three months ended April 30, 2013 and 2012 were $2,420,863 and $475,154 respectively.

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, 2013		January 31, 2013			Increase / (Decrease)
Working Capital	$	323,102	$	(667,292	)	$	990,394
Cash	$	63,722	$	—		$	63,722

At April 30, 2013, we had total assets of $1,812,633 and total liabilities of $774,640. Our current sources of liquidity include our existing cash and cash equivalents and cash from operations, provided that we have historically raised funds through the sale of common stock in private placements as well. For the three months ended April 30, 2013, although we generated sales of $817,049 we had a net loss of $418,647. Included in this loss were non-cash payments of common stock totaling $1,529,494.

Total current assets of $1,097,742 as of April 30, 2013 included cash of $63,722, accounts receivable of $858,599, prepaid expenses of $172,421, and other current assets of $3,000.

We had total assets as of April 30, 2013 of $1,812,633 which included the total current assets of $1,097,742, $21,390 of property and equipment, net, and $693,501 of license agreement, representing the value of the FSHR License Agreement.

We had total liabilities of $774,640 as of April 30, 2013, which were solely current liabilities and included $547,693 of accounts payable, $2,258 of accounts payable - related party, representing amounts loaned to us by Brent Toevs, our CEO, which amount is unsecured, non-interest bearing and due on demand, $103,428 of accrued expenses, $64,788 of accrued expenses, related party relating to amounts owed to Marley Coffee Canada, Inc., a related party of Marley Coffee, LLC, which Rohan Marley, our Chairman, serves as a co-Manager of (“MCL”), $46,542 of related party note payable, representing amounts loaned to us by Anh Tran, our President, and Brent Toevs, our CEO which amounts are unsecured, non-interest bearing and due on demand, and $9,931 of note payable.

As of the filing of this report, we believe that our cash position and the revenues we generate will be sufficient to meet our working capital needs for approximately the next twelve months based on the pace of our planned activities. During the next 12 months, we estimate our funding requirements to expand our operations to be approximately $1,200,000. There can be no assurance that any such financing will be available upon terms and conditions acceptable to us, if at all.

We have not yet generated net income through the sale of our products and make no assurances that net income will be generated in the future. We will remain flexible in the implementation of our business strategy and will revise downward our funding requirements and further reduce our selling and marketing and our general and administrative expenses to a level that is in line with our financial means but consistent with our vision.

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In March and May 2013, we affected the transactions with Ironridge, described in greater detail below, pursuant to which $1,017,744 (during the three months ended April 30, 2013) and $1,278,058 (subsequent to April 30, 2013), respectively, in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge, will be satisfied by the issuance of shares of our common stock, will come off our balance sheet and will significantly improve our liquidity.

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. However, a credit facility, or additional funds through public or private equity or other debt financing, may not be available on terms acceptable to us or at all, or that any such financing activity would not be dilutive to our stockholders. Without additional funds and/or increased revenues, we may not expand our business as planned.

Our ability to meet our obligations in the ordinary course of business is dependent upon our ability to sell our products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses and obtain additional funds when needed.

There can be no assurance that we will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet our current obligations. As a result, the opinion we have received from our independent registered public accounting firm on our January 31, 2013 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding our ability to continue as a going concern.

Cash Flows

	Three Months Ended
	April 30, 2013			April 30, 2012
Net cash used in operating activities	$	(728,847	)	$	(385,735	)
Net cash provided by investing activities	$	61,820		$	—
Net cash provided by financing activities	$	730,749		$	(1,586	)

Operating Activities

Compared to the corresponding period in 2012, net cash used in operating activities increased by approximately $343,112 for the three months ended April 30, 2013. The increase was primarily due to our net loss of $418,647, and higher utilization of cash resources for payment of operating liabilities such as accounts payable, pre-paid expenses and other current assets, and other current liabilities. The impact of such decrease was offset by $28,837 of net common stock issued to Ironridge in connection with the transaction described below.

Investing Activities

Compared to the corresponding period in fiscal 2012, net cash provided by investing activities increased by approximately $61,820 due primarily to restricted cash received in connection with the termination of our sweep fund account with TCA Global Master Fund, as discussed below.

Financing Activities

Compared to the corresponding period in fiscal 2012, net cash provided by financing activities increased by approximately $732,335 for the three months ended April 30, 2013 primarily because of the shares of common stock issued to Ironridge in consideration for debt extinguishment (as described in greater detail below).

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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

Credit Agreement

On July 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA“), effective June 29, 2012 (the “Credit Agreement“). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2 million for working capital purposes, based on the amount of eligible accounts receivable the Company provides to secure the repayment of the amounts borrowed.

On July 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the “Revolving Note“), the repayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. The Revolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on July 18, 2013.

The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation, described below under “Ironridge Transactions“, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company for cancellation and which shares were cancelled in May 2013.

Ironridge Transactions

On March 6, 2013 and May 24, 2013, pursuant to two separate orders setting forth stipulated settlements (the “Orders“ and the “Stipulations“) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court“), Ironridge Global IV, Ltd. (“Ironridge“), who had previously purchased a total of $1,017,744 and $1,278,058, respectively, in accounts payable and accrued expenses (each, the “Claim“) owed by us to various parties, was issued shares of our common stock (each the “Initial Issuance“) in satisfaction of such accounts payable and accrued expenses, which amounts came off (in March 2013 in connection with the March 2013 Order) and will come off (in May 2013 in connection with the May 2013 Order) our balance sheet and will significantly improve our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees. The shares issued in the Initial Issuances, totaling 7,000,000 and 5,000,000 shares, respectively, are subject to adjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013 and May 15, 2013, respectively).

Additionally, as a result of each Stipulation, we agreed that at no time shall shares of common stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding common stock. We also agreed pursuant to each Stipulations that (a) until at least one half of the total trading volume for each respective calculation period has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our common stock; (b) until at least thirty days from the date each Order was approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date each Order was approved, we would not, directly or indirectly, issue or sell any free trading securities for financing purposes.

The result of the Orders and Stipulations is that a total of $1,017,744 (during the three months ended April 30, 2013) and $1,278,058 (subsequent to April 30, 2013) in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge was satisfied by the issuance of shares of our common stock as provided above, will come off our balance sheet and will significantly improve our liquidity.

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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, 2013, we are not involved in any material unconsolidated SPEs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,“ as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Accounting and Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act“) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Financial Officer concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported within the time periods specified in the SEC’s rules and forms.

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.

Management has used the framework set forth in the report entitled  Internal Control-Integrated Framework  published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was not effective as of April 30, 2013.

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 April 30, 2013:

(1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;

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

(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; 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, 2013.

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

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q 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. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations other than as described above. We may become involved in material legal proceedings in the future. 

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013, filed with the Commission on May 15, 2013, 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.

As described in greater detail above under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations“ - “Funding and Financing Agreements“ – “Ironridge Transactions“, in March 2013 and May 2013, we issued 7,000,000 and 5,000,000 shares of common stock, respectively, to Ironridge in connection with the Orders and Stipulations, which are subject to adjustment as discussed above.

The Company claims an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, for the issuance of the shares of the Company’s common stock issued to Ironridge in connection with the Initial Issuances, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions. 

In May 2013, we cancelled 588,235 shares of our common stock which were originally issued to TCA in connection with the Credit Agreement and Revolving Note, the value of which shares were purchased by Ironridge pursuant to the March 2013 Stipulation.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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 14, 2013	By:	/s/ Brent Toevs
		Brent Toevs
		Chief Executive Officer
		(Principal Executive Officer)

	JAMMIN JAVA CORP.
Dated: June 14, 2013	By:	/s/ Anh Tran
		Anh Tran
		President, Secretary and Treasurer
		(Principal Accounting and Financial Officer)

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Exhibit Index

Exhibit Number	Description
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 2005)
3.2	Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form SB-2 filed August  3, 2005)
3.3	Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K/A filed October 25, 2007)
3.4	Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 12, 2008)
3.5	Articles of Merger (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed September 17, 2009)
3.6	Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 4, 2010)
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	2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Form S-8 Registration Statement filed November 9, 2012)
10.1	Trademark License Agreement, dated as of March 31, 2010, by and between Marley Coffee, LLC and the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed May 17, 2011)
10.2**	Supply and Toll Agreement, dated as of April 28, 2010, between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
10.3	Exclusive Sales and Marketing Agreement, dated as of April 25, 2011, by and between National Coffee Service & Vending and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
10.4	Share Issuance Agreement, dated as of December 22, 2010, between Straight Path Capital and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2011)
10.5**	First Amendment to Supply and Toll Agreement, dated as of May 12, 2011, by and between Canterbury Coffee Corporation and the Company (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed May 17, 2011)
10.6	Amendment to Trademark License Agreement, dated as of August 5, 2011, by and between Marley Coffee, LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 10, 2011)

22

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

10.20	Registration Rights Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed August 2, 2012)
10.21	Securities Purchase Agreement, dated July 31, 2012, by and between the Company and Fairhills Capital Offshore, Ltd. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed August 2, 2012)

23

10.22	License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012 (incorporated by reference to Exhibit 10.7 of the Company’s Amended Report on Form 10-Q/A, filed on October 4, 2012)
14.1	Code of Business Conduct and Ethics, adopted October 1, 2008 (incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K filed May 17, 2011)

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

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 requested 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 and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

**** Furnished herewith.

24

EX-31.1

Jammin Java Corp. 10-Q

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 14, 2013			By:	/s/ Brent Toevs
				Brent Toevs
				Chief Executive Officer
				(Principal Executive Officer)

EX-31.2

Jammin Java Corp. 10-Q

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 14, 2013
	By:	/s/ Anh Tran
		Anh Tran
		President, Chief Operating Officer,
		Secretary and Treasurer
		(Principal Financial and Accounting Officer)

EX-32

Jammin Java Corp. 10-Q

EXHIBIT 32

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, 2013 (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 quarterly period ended April 30, 2013 (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 14, 2013	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 quarterly period ended April 30, 2013 (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: June14, 2013	By:	/s/ Anh Tran
		Ahn Tran
		President, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

XML

Business Overview and Summary of Accounting Policies (Policies)

3 Months Ended

Apr. 30, 2013

Accounting Policies [Abstract]

Reclassifications

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

Use of Estimates in Financial Statement Preparation

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

Fair Value

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

The Company utilizes the following hierarchy in fair value measurements:

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

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

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

Cash and Cash Equivalents

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, 2013, the Company had no money market account. No Interest income was recognized for the three months ended April 30, 2013. As of April 30, 2013, the Company held no auction rate securities.

Revenue Recognition

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured.

The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company provides reserves for accounts receivable when they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at April 30, 2013.

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 $1,877 and $1,088 for the three months ended April 30, 2013 and 2012, respectively.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The license agreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (see Note 4). Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset. 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, 2013.

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

Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes

Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three months ended April 30, 2013 and 2012, 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 9,400,000 outstanding options as of April 30, 2013.

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.

XML

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012
Income Statement [Abstract]
Revenue	$ 817,049	$ 309,614
Cost of sales:
Cost of sales products	318,161	234,533
Total costs of sales	318,161	234,533
Gross Profit	498,888	75,081
Operating Expenses:
Compensation and benefits	275,157	575,663
Selling and marketing	86,213	177,778
General and administrative	451,802	216,060
Total operating expenses	813,172	969,501
Other income (expense):
Other expense (Including loss on settlement of liabilities of $128,836)	3,135
Interest income		310
Interest (expense)	(107,498)	(69)
Total other income (expense)	(104,363)	241
Net Loss	$ (418,647)	$ (894,179)
Net loss per share:
Basic and diluted loss per share	$ 0.00	$ (0.01)
Weighted average common shares outstanding - basic and diluted	83,903,387	76,744,150

XML

Trademark License Agreements

3 Months Ended

Apr. 30, 2013

Trademark License Agreements

Trademark License Agreements

Note 4. Trademark License Agreements

	April 30, 2013			January 31, 2013
License Agreement	$	705,667		$	766,000
Impairment		—			(36,000)
Accumulated amortization		(12,166	)		(24,333)
License Agreement, net		693,501			705,667

The amortization period is fifteen years. Amortization expense consists of the following:
	Three Months Ended April 30,
	2013			2012
License Agreement	$	(12,166	)	$	—
Total License Agreement Amortization Expense	$	(12,166	)	$	—

As of April 30, 2013, the remaining useful life of the Company's license agreement was approximately 14.25 years. The following table shows the estimated amortization expense for those assets for the remaining current fiscal year, each of the four succeeding fiscal years and thereafter.

Years Ending January 31,
2014	$	36,501
2015		48,667
2016		48,667
2017		48,667
2018		48,667
Thereafter		462,332
Total	$	693,501

XML

Trademark License Agreements (Details) (USD $)	3 Months Ended	12 Months Ended
	Apr. 30, 2013	Jan. 31, 2013	Jan. 31, 2012
Notes to Financial Statements
License Agreement	$ 705,667	$ 766,000
Impairment		(36,000)
Accumulated amortization	(12,166)	(24,333)
License Agreement, net	$ 693,501	$ 705,667	$ 705,667

XML

Trademark License Agreements (Tables)

3 Months Ended

Apr. 30, 2013

Notes to Financial Statements

Schedule of license agreements

Note 4. Trademark License Agreements

	April 30, 2013			January 31, 2013
License Agreement	$	705,667		$	766,000
Impairment		—			(36,000)
Accumulated amortization		(12,166	)		(24,333)
License Agreement, net		693,501			705,667

Schedule of amortization expense

The amortization period is fifteen years. Amortization expense consists of the following:
	Three Months Ended April 30,
	2013			2012
License Agreement	$	(12,166	)	$	—
Total License Agreement Amortization Expense	$	(12,166	)	$	—

Schedule of future amortization expense

The following table shows the estimated amortization expense for those assets for the remaining current fiscal year, each of the four succeeding fiscal years and thereafter.

Years Ending January 31,
2014	$	36,501
2015		48,667
2016		48,667
2017		48,667
2018		48,667
Thereafter		462,332
Total	$	693,501

XML

Notes Payable (Details Narrative) (USD $)			0 Months Ended
	Apr. 30, 2013	Jan. 31, 2012	Jul. 19, 2012 TCA Global Credit Master Fund LP Revolving Note
Maximum borrowing capacity			$ 2,000,000
Amount borrowed			350,000
Maturity date			Jul. 18, 2013
Interest rate			12.00%
Interest rate when in default			18.00%
Deferred financing costs		$ 43,490	$ 100,000
Financing costs payable in shares			588,235

XML

Trademark License Agreements (Details 2) (USD $)	Apr. 30, 2013	Jan. 31, 2013	Jan. 31, 2012
Years Ending January 31,
2014	$ 36,501
2015	48,667
2016	48,667
2017	48,667
2018	48,667
Thereafter	462,332
Total	$ 693,501	$ 705,667	$ 705,667

XML

Settlement of Liabilities with Ironridge (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013
Loss on settlement of liabilities	$ 128,836
Ironridge
Accounts payable and accrued expenses factored to Ironridge Global IV	1,017,744
Shares issued for settlement of debt	7,000,000
Calculation period amount	10,000,000
Damages amount	1,068,631
Percentage of claim amount	105.00%
Loss on settlement of liabilities	$ 128,836
Denominator for "Final Amount" calculation	80.00%
Closing price	$ 0.35
Less share price	$ 0.01
Threshold for additional shares to be issued based on final amount of volume weighted average price	80.00%
Maximum percentage ownership by a third party	9.99%
Number of common shares to settle	4,294,524
Number of shares to be returned	2,705,476

XML

Trademark License Agreements (Details 1) (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012
Notes to Financial Statements
License Agreement	$ (12,166)
Total License Agreement Amortization Expense	$ (12,166)

XML

STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012
Cash Flows From Operating Activities:
Net loss	$ (418,647)	$ (894,179)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	110,864
Common Stock Issued to Ironridge for debt extinguishment, net of TCA stock buy-back	28,837
Share based employee compensation	211,566	475,154
Depreciation	1,877	(12,776)
Amortization of license agreement	12,166
Amortization of debt discount and deferred financing	43,490
Changes in:
Accounts receivable	(442,878)	(52,293)
Prepaid expenses and other current assets	22,230	(8,305)
Accounts payable	(214,972)	106,664
Accrued expenses	45,557
Bank Overdraft	(8,931)
Derivative liability	(120,006)
Net cash used in operating activities	(728,847)	(385,735)
Cash Flows Used in Investing Activities:
Purchases of property and equipment	(3,562)
Investment in restricted cash	65,382
Net cash used in investing activities	61,820
Cash Flows From Financing Activities:
Repayment of notes payable - related party	34,717	(11,835)
Advances from related parties	2,371
Repayment of promissory note, net of financing costs	(350,000)
Common Stock Issued to Ironridge for debt extenguishment	1,003,805
Borrowing on short term debt		(5,031)
Financing on short term debt	39,856	15,280
Net cash provided by financing activities	730,749	(1,586)
Net change in cash	63,722	(387,321)
Cash at beginning of period
Cash at end of period	63,722	448,557
Supplemental Cash Flow Information:
Cash paid for interest	54,103	103
Cash paid for income taxes
Non-Cash Transactions:
Financed insurance policy	12,414	15,280
Extinguishment of debt	$ 2,310,000

XML

Business Overview and Summary of Accounting Policies

3 Months Ended

Apr. 30, 2013

Business Overview And Summary Of Accounting Policies

Business Overview and Summary of Accounting Policies

Note 2. Business Overview and Summary of Accounting Policies

The Company was incorporated in Nevada on September 2004 under the name “Global Electronic Recovery Corp.” In February 2008, the Company changed its name to “Marley Coffee Inc.” when it merged its then newly formed subsidiary, “Marley Coffee Inc.” into the Company. In July 2009, the Company changed its name to “Jammin Java Corp.” when it merged its then newly formed subsidiary, Jammin Java Corp., into the Company. The Company’s common stock is quoted on the OTCQB market maintained by OTC Markets Group, Inc., a quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities, under the symbol “JAMN.”

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

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

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

The Company utilizes the following hierarchy in fair value measurements:

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

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

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

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of April 30, 2013, the Company had no money market account. No Interest income was recognized for the three months ended April 30, 2013. As of April 30, 2013, the Company held no auction rate securities.

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. All revenue is recognized when (i) persuasive evidence of an arrangement exists; (ii) the service or sale is completed; (iii) the price is fixed or determinable; and (iv) the ability to collect is reasonably assured.

The Company utilizes third parties for the production and fulfillment of orders placed by customers. The Company, acting as principal, takes title to the product and assumes the risks of ownership; including, the risks of loss for collection, delivery and returns.

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company provides reserves for accounts receivable when they become uncollectible. The Company has determined that no allowance for doubtful accounts was required at April 30, 2013.

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 $1,877 and $1,088 for the three months ended April 30, 2013 and 2012, respectively.

Impairment of Long-Lived Assets. Long-lived assets consist of a license agreement and property and equipment. The license agreement is reviewed for impairment at least annually whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable (see Note 4). Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset. 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, 2013.

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

Common stock issued for services to non-employees is valued at (i) the market value of the stock on the date of issuance or (ii) the value of the services, whichever is more clearly determinable. If the total value exceeds the par value of the stock issued, the value in excess of the par value is added to the additional paid-in-capital account. We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows ASC 740, Income Taxes. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each reporting period. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three months ended April 30, 2013 and 2012, 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 9,400,000 outstanding options as of April 30, 2013.

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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Notes Payable

3 Months Ended

Apr. 30, 2013

Notes Payable

Notes Payable

Note 5 – Notes Payable

On July 19, 2012, we entered into a credit agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), effective June 29, 2012 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to $2 million for working capital purposes, based on the amount of eligible accounts receivable the Company provided to secure the repayment of the amounts borrowed.

On July 19, 2012, we borrowed $350,000 pursuant to the Credit Agreement, evidenced by a revolving note (the “Revolving Note”), the repayment of which was secured by a security interest in substantially all of our assets in favor of TCA, including the Trademarks. The Revolving Note accrued interest at the rate of 12% per annum (18% per annum upon a default) and was due and payable on July 18, 2013.

The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation, described in Note 8, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company for cancellation and were cancelled in May 2013. See Note 8 for further details.

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Going Concern and Liquidity

3 Months Ended

Apr. 30, 2013

Going Concern And Liquidity

Going Concern and Liquidity

Note 3 – Going Concern and Liquidity

These financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability of recorded asset amounts or the amounts or classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company incurred a net loss of $418,647 for the three months ended April 30, 2013, and has an accumulated deficit since inception of $7,477,465. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

The Company’s ability to meet its obligations in the ordinary course of business is dependent upon its ability to sell its products directly to end-users and through distributors, establish profitable operations through increased sales and decreased expenses, and obtain additional funds when needed. Management intends to increase sales by increasing the Company’s product offerings, expanding its direct sales force and expanding its domestic and international distributor relationships.

There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2013 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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Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013
Marley Coffee Ltd
Payments to related parties for services provided	$ 84,880
Chairman, ownership percentage	25.00%
Anh Tran
Due to related party	24,552
Brent Toevs
Due to related party	$ 22,000

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Settlement of Liabilities with Ironridge (Details) (USD $)	3 Months Ended
	Apr. 30, 2013
Notes to Financial Statements
Fair Value of Shares to settle	$ 1,202,467
Carrying amount of liabilities released	(1,073,631)
Estimated Loss on extinguishment	$ 128,836

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BALANCE SHEET (Parenthetical) (USD $)	Apr. 30, 2013	Jan. 31, 2012
Statement of Financial Position [Abstract]
Secured promissory note, discount	$ 0	$ 29,925
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,112,861,525	5,112,861,525
Common stock, shares issued	86,793,357	79,373,546
Common stock, shares outstanding	86,793,357	79,373,546

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Settlement of Liabilities with Ironridge

3 Months Ended

Apr. 30, 2013

Settlement Of Liabilities With Ironridge

Settlement of Liabilities with Ironridge

Note 8 – Settlement of Liabilities with Ironridge

Ironridge Transaction

On March 6, 2013, pursuant to an order setting forth a stipulated settlement (the “Order” and the “Stipulation”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744 in accounts payable and accrued expenses (the “Claim”) owed by us to various parties, was issued 7,000,000 shares of our common stock (the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amount will come off our balance sheet and have been legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in the Initial Issuance are subject to adjustment as provided below:

— From the date of the Stipulation until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $10,000,000 (the “Calculation Period”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance (the “Final Amount”) with an aggregate value equal to (a) $1,068,631 (105% of the Claim Amount), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of the Order (which closing price was $0.35 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during the Calculation Period, less $0.01 per share (the “Share Price”).

— If at any time during the Calculation Period the Initial Issuance is less than any reasonable possible Final Amount or a daily volume weighted average price is below 80% of the closing price on the day before the Issuance Date, Ironridge may request that the Company reserve and issue additional shares of Common Stock (the “True-Up Shares”) as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, the Calculation Period shall be extended by one trading day.

— At the end of the Calculation Period, if the sum of the Initial Issuance and any True-Up Shares does not equal the Final Amount, adjustments shall be made to the shares of Common Stock issued pursuant to the Stipulation and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

The Stipulation provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant to the Stipulation that (a) until at least one half of the total trading volume for the Calculation Period has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date the Order is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date the Order is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).

At April 30, 2013, pursuant to the adjustment of common shares contemplated by the Order, the Company estimates the ultimate settlement with Ironridge will take less common shares and has re-evaluated the number of common shares to settle at April 30, 2013 to be 4,294,524. Accordingly, the loss on extinguishment of the liabilities under the Ironridge transaction is reflected in the accompanying financial statements based management’s estimates as follows: 

Fair Value of Shares to settle (4,294,524)	$	1,202,467
Carrying amount of liabilities released		(1,073,631	)
Estimated Loss on extinguishment	$	128,836

Additionally, at April 30, 2013, management presently estimates Ironridge will need to return 2,705,476 shares of common stock. It is noted that the loss reflected above may vary from current estimates once the actual settlement with Ironridge occurs and such settlement is expected to occur when the Company meets all conditions stated in the Order.

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STATEMENTS OF OPERATIONS (Parenthetical) (USD $)	3 Months Ended
	Apr. 30, 2013
Income Statement [Abstract]
Loss on settlement of liabilities	$ 128,836

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BALANCE SHEET (USD $)	Apr. 30, 2013	Jan. 31, 2012
Current Assets:
Cash	$ 63,722
Restricted cash		65,382
Accounts receivable	858,599	415,721
Prepaid expenses	172,421	173,264
Other current assets	3,000	24,387
Total Current Assets	1,097,742	678,754
Property and equipment, net	21,390	19,705
License agreement	693,501	705,667
Deferred financing costs		43,490
Total Assets	1,812,633	1,447,616
Current Liabilities:
Accounts payable	547,693	762,663
Accounts payable - Related Party	2,258	2,258
Accrued expenses	103,428	92,586
Accrued expenses - Related party	64,788	30,073
Bank Overdraft		8,931
Notes payable - Related party	46,542	9,454
Secured promissory note - net of discount of $-0- and $29,925, respectively		320,075
Notes payable - current	9,931
Derivative liability		120,006
Total Current Liabilities	774,640	1,346,046
Total Liabilities	774,640	1,346,046
Stockholders' Equity:
Common stock, $.001 par value, 5,112,861,525 shares authorized; 86,793,357 and 79,373,546 shares issued and outstanding, as of April 30, 2013 and January 31, 2013, respectively	86,797	79,377
Shares due from Ironridge	(1,177,359)
Additional paid-in capital	9,606,020	7,081,011
Accumulated deficit	(7,477,465)	(7,058,818)
Total Stockholders' Equity	1,037,993	101,570
Total Liabilities and Stockholders' Equity	$ 1,812,633	$ 1,447,616

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Stock Options (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012	Jan. 31, 2013
Options outstanding			9,400,000
Stock-based compensation expense	$ 211,566	$ 475,154
2012 Equity Compensation Plan
Number of shares authorized under equity compensation plan	12,000,000
Equity award shares outstanding	1,824,631
Options outstanding	5,400,000
Remaining amount of unamortized stock options expense	$ 1,531,938
Intrinsic value of options outstanding but non-exercisable	$ 540,000

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Trademark License Agreements (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2013 Trademarks Agreement Fifty-Six Hope Road	Sep. 13, 2012 Trademarks Agreement Fifty-Six Hope Road	Sep. 13, 2012 Marley Coffee Ltd
Licensing agreement, number of common shares issued immediately upon the execution of the agreement				1,000,000
Monthly installment to be paid for outstanding debt obligation				$ 19,715
Royalty percentage			3.00%
Accrued royalties		$ 19,715
License term	15 years

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Stock Options

3 Months Ended

Apr. 30, 2013

Stock Options

Stock Options

Note 7 – Stock Options

Share-based Compensation:

On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012, the Company registered the shares of common stock under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of April 30, 2013, 1,824,631 shares of common stock and 5,400,000 options are outstanding under the 2012 Equity Compensation Plan.

During the three month period ended April 30, 2013, the Company recognized share-based compensation expenses totaling $211,566. The remaining amount of unamortized stock options expense at April 30, 2013 is $1,531,938.

The intrinsic value of exercisable and outstanding options at April 30, 2013 was $540,000.

Activity in options during the three month period ended April 30, 2013 and related balances outstanding as of that date are set forth below:

					Weighted Average
	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price			Term (# years)
Outstanding at February 1, 2013		9,400,000	$	0.26
Granted		—		—
Exercised		—		—
Forfeited and canceled		—		—
Outstanding at April 30, 2013		9,400,000	$	0.26		4.54
Exercisable at April 30, 2013		816,667	$	0.16		4.72

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Stock Options (Details) (USD $)	3 Months Ended
	Apr. 30, 2013
Number of shares:
Outstanding, beginning	9,400,000
Granted
Exercised
Forfeited and cancelled
Exercisable	916,667
Outstanding, beginning	$ 0.26
Granted
Exercised
Forfeited and cancelled
Outstanding, ending	$ 0.26
Exercisable	$ 0.16
Weighted Average Remaining Contractual Term:
Weighted Average Remaining Contractual Term of Options outstanding, ending	4 years 6 months 14 days
Weighted Average Remaining Contractual Term of Options exercisable	4 years 8 months 16 days

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Subsequent Events

3 Months Ended

Apr. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

Ironridge Transaction

On May 24, 2013, pursuant to an order setting forth a stipulated settlement (the “Order” and the “Stipulation”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,278,058 in accounts payable and accrued expenses (the “Claim”) owed by us to various parties, was issued 5,000,000 shares of our common stock (the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amount will come off our balance sheet and will significantly improve our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in the Initial Issuance are subject to adjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2013).

The Stipulation provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock. The Company also agreed pursuant to the Stipulation that (a) until at least one half of the total trading volume for the Calculation Period has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date the Order is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date the Order is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes.

Issued Shares

In May 2013, the Company issued 30,000 shares at $0.36 per share for investor relation services rendered.

Retired Shares

In May 2013, the Company cancelled 588,235 shares of common stock as part of the Ironridge settlement of TCA discussed in Note 5.

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Related Party Transactions

3 Months Ended

Apr. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Note 6 – Related Party Transactions

Transactions with Marley Coffee Ltd

During the three months ended April 30, 2013, the Company paid $84,880 to 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.

Capital Advance by Company President& CEO/Shareholders

During the three months ended April 30, 2013, Anh Tran, President of the Company, and Brent Toevs, Chief Executive Officer, advanced the Company funds to supplement working capital totaling a balance due to Mr. Tran and Mr. Toevs at April 30, 2013 of $24,552 and $22,000, respectively. The advances are unsecured, non-interest bearing and due on demand.

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Basis of Presentation

3 Months Ended

Apr. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [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 January 31, 2013 has been derived from the audited balance sheet at January 31, 2013 contained in such Form 10-K.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Jammin Java”and “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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Subsequent Events (Details Narrative) (Subsequent Events, USD $)	3 Months Ended
	Apr. 30, 2013
Subsequent Events
Accounts payable and accrued expenses factored to Ironridge Global IV	$ 1,278,058
Shares issued in exchanged for factored accounts payable	5,000,000
Maximum percentage ownership by a third party	9.99%
Issuance of common stock for services, shares	30,000
Shares issued for services, price per share	$ 0.36
Shares cancelled	588,235

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Stock Options (Tables)

3 Months Ended

Apr. 30, 2013

Stock Options Tables

Schedule of share based compensation

					Weighted Average
	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price			Term (# years)
Outstanding at February 1, 2013		9,400,000	$	0.26
Granted		—		—
Exercised		—		—
Forfeited and canceled		—		—
Outstanding at April 30, 2013		9,400,000	$	0.26		4.54
Exercisable at April 30, 2013		816,667	$	0.16		4.72

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Commitments and Contingencies

3 Months Ended

Apr. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

The Company’s commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of our business. The Company is not involved in any litigation or legal proceedings as of April 30, 2013.

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Going Concern and Liquidity (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012
Loss on the extinguishment of debt	$ 28,837
Ironridge
Loss on the extinguishment of debt	$ 418,647

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Settlement of Liabilities with Ironridge (Tables)

3 Months Ended

Apr. 30, 2013

Notes to Financial Statements

Schedule of loss on extinguishment

Fair Value of Shares to settle (4,294,524)	$	1,202,467
Carrying amount of liabilities released		(1,073,631	)
Estimated Loss on extinguishment	$	128,836

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Document and Entity Information	3 Months Ended
	Apr. 30, 2013	Jun. 14, 2013
Document And Entity Information Abstract
Entity Registrant Name	JAMMIN JAVA CORP.
Trading Symbol	JAMN
Entity Central Index Key	0001334586
Document Type	10-Q
Document Period End Date	Apr. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		91,821,331
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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Business Overview and Summary of Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Apr. 30, 2013	Apr. 30, 2012
Business Overview And Summary Of Accounting Policies Details Narrative
Amount invested in money market account	$ 0
Depreciation expense	$ 1,877	$ (12,776)
Anti-dilutive options excluded from earnings per share calculation	9,400,000