10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2014

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

For the transition period from ______ to ______

Commission file number: 000-52161

Jammin Java Corp.

(Exact name of registrant as specified in its charter)

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

4730 Tejon St., Denver, Colorado 80211

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code:(323) 556-0746

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No  ❑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No  ❑

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

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

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

               At December 5, 2014, there were 124,775,943 shares of the issuer’s common stock outstanding, which number includes 263,157 shares of common stock which the issuer has agreed to its Chief Executive Officer, President and Chairman (an aggregate of 789,471 shares of common stock) in consideration for services rendered, which shares of common stock were not physically issued (or issued in book entry) as of December 5, 2014, but which shares the issuer plans to issue shortly after December 5, 2014, as described in greater detail below under "Part II" - "Item 5. Other Information".

Jammin Java Corp.

For the Three and Nine months Ended October 31, 2014 and 2013

INDEX

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JAMMIN JAVA CORP.

CONDENSED BALANCE SHEETS

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

F - 1

JAMMIN JAVA CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

See accompanying notes to condensed financial statements

F - 2

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

See accompanying notes to condensed financial statements

F - 3

NOTES TO CONDENSED FINANCIAL STATEMENTS

October 31, 2014

(Unaudited)

Note 1.  Basis of Presentation

The accompanying unaudited interim financial statements of Jammin Java Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Annual Report on Form 10-K have been omitted. The accompanying balance sheet at October 31, 2014 has been derived from the audited balance sheet at January 31, 2014 contained in such Form 10-K.

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

Note 2.  Business Overview and Summary of Accounting Policies

Jammin Java, doing business as Marley Coffee, is a United States (U.S.)-based company that provides sustainably grown, ethically farmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brand name. U.S. and international grocery retail channels have become the Company’s largest revenue channels, followed by online retail, office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop these revenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marley name through the licensing of the Marley Coffee trademarks.

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

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

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

The Company utilizes the following hierarchy in fair value measurements:

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

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

F - 4

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

Cash. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2014, the Company had no cash equivalents. Additionally, no interest income was recognized for the three and nine months ended October 31, 2014, respectively. As of October 31, 2014, the Company held no auction rate securities.

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

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

Allowance for Doubtful Accounts. The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company’s policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections.  Accordingly, the Company has determined that no allowance for doubtful accounts was required at October 31, 2014.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of October 31, 2014, the Company determined that no reserve was required.

Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years.

Depreciation was $26,227 and $75,045 for the three and nine months ending October 31, 2014, respectively.  Depreciation was $3,251 and $7,003 for the three and nine months ending October 31, 2013, respectively.

Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. The license agreement is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of the license and determined that no impairment existed at January 31, 2014 or 2013.

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

Goodwill.  Goodwill arose from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In performing our goodwill impairment analysis, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, we perform the second step of the analysis, which involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill, the difference of which represents the impairment loss. The determination of the reporting unit’s fair value requires significant judgment and is based on management’s best estimate. We generally use valuation techniques based on our market capitalization and multiples of revenue for similar companies. In addition, management may consider the reporting unit’s expected future earnings, and a control premium, which is the amount that a buyer is willing to pay over the current market price of a company as indicated by the traded price per share (i.e., market capitalization), in order to acquire a controlling interest.

F - 5

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

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

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three and nine months ended October 31, 2014 and 2013, respectively. The number of shares excluded due to being antidilutive at October 31, 2014 was 14,141,025 shares.

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

Note 3 – Going Concern and Liquidity

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

The Company incurred a net loss of $2,939,838 and $7,868,113 for the three and nine months ending October 31, 2014, and has an accumulated deficit since inception of $21,630,961. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

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

There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2014 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company’s ability to continue as a going concern.

F - 6

Note 4 – Inventories

Inventories were comprised of:

	October 31,		January 31,
	2014		2014
Finished Goods - Coffee	$	64,556	$	354,932
	$	64,556	$	354,932

Note 5 - Intangible Assets

Intangible assets include our License Agreement, and intangibles and goodwill arising from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase.  The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:

	October 31,		January 31,
	2014		2014
License Agreement	$	730,000	$	730,000
Intangible assets		49,900		49,900
Total	$	779,900	$	779,900
Accumulated amortization		(116,984)		(75,374)
Intangibles subject to amortization	$	662,916	$	704,526
Goodwill		88,162		88,162
Intangible assets	$	751,078	$	792,688

The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:

	Three Months Ended October 31,					Nine Months Ended October 31,
			2014		2013			2014		2013
License Agreement		$	12,169	$	12,166		$	36,500	$	36,500
Intangible assets			2,612		-			5,110		-
Total Intangible Amortization Expense		$	14,781	$	12,166		$	41,610	$	36,500

Years Ending January 31,
2015	$	12,167
2016		49,915
2017		49,915
2018		49,915
2019		49,915
Thereafter		451,089
Total	$	662,916

F - 7

Note 6 – Notes Payable

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

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

The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation (Ironridge) Transaction#1), described in Note 10, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company and cancelled in May 2013. See Note 10 for further details.

Note 7 - Related Party Transactions

Transactions with Marley Coffee Ltd.

During the nine months ending October 31, 2014 and 2013, the Company made purchases of $290,258 and $768,960, respectively, from Marley Coffee Ltd. ("MC") a producer of Jamaican Blue Mountain coffee that the Company purchases in the normal course of its business. The Company directs these purchases to third-party roasters for fulfillment of sales orders. The Company's Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC.

Note 8 – Stock Options

Activity in stock options during the nine month period ended October 31, 2014

					Weighted Average
	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price		Term (# years)
Outstanding at February 1, 2014		17,260,000	$	0.35
Granted		820,000		-
Exercised		(50,000)		(0.16)
Forfeited and canceled		(200,000)		-
Outstanding at October 31, 2014		17,830,000	$	0.35		3.55
Exercisable at  October 31, 2014		9,965,829	$	0.34		3.28

F - 8

Share-based Compensation:

On August 5, 2011, the Board approved the 2011 Equity Compensation Plan (the “2011 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2011 Equity Compensation Plan provides that no more than 20 million shares of the Company’s common stock may be issued pursuant to awards under the 2011 Equity Compensation Plan, which has not been approved by the shareholders of the Company to date.  The shares of common stock issuable under the 2011 Equity Compensation Plan have not been registered with the Securities and Exchange Commission.  As of October 31, 2014, 3,666,667 options had been granted for the purchase of common stock, all of which were exercisable under the 2011 Equity Compensation Plan.

On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012 (amended October 17, 2013), the Company registered the shares of common stock issuable under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,649,812 shares of common stock had been issued and options to purchase 5,250,000 shares of common stock had been granted under the 2012 Equity Compensation Plan. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,350,000 options to purchase shares of common stock had been granted, of those options 3,216,667 were exercisable under the 2012 Equity Compensation Plan.

Effective September 10, 2013, the Board of Directors approved and adopted the Company’s 2013 Equity Incentive Plan (the “2013 Equity Compensation Plan”). The 2013 Equity Incentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the 2013 Equity Incentive Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Equity Incentive Plan. The 2013 Equity Compensation Plan provides that no more than 12 million shares of the Company’s common stock may be issued pursuant to awards under the 2013 Equity Compensation Plan. On October 17, 2013, the Company registered the shares of common stock issuable under the 2013 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission.  Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, options to purchase 8,480,000 shares of common stock had been issued under the 2013 Equity Compensation Plan. Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 8,480,000 options to purchase shares of common stock had been granted, of those options  2,749,162 were exercisable under the 2013 Equity Compensation Plan.

During the three and nine months ended October 31, 2014 the Company recognized share-based compensation expenses totaling $368,938 and $1,459,032, respectively. The remaining amount of unamortized stock option expense at October 31, 2014 was $2,452,234.

There were also 333,333 options to purchase shares of common stock outside of the three plans mentioned above, all of which were exercisable as of October 31, 2014.

The intrinsic value of exercisable and outstanding options at October 31, 2014 and 2013 was $665,000 and $611,833, respectively.

Note 9 - Warrants

Transaction with Mother Parkers

On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “Subscription”).  Pursuant to the Subscription, Mother Parkers purchased 7,333,529 units from the Company, each consisting of (a) one share of the Company’s common stock, $0.001 par value per share (the “Shares”); and (b) one (1) warrant to purchase one share of the Company’s common stock (the “Warrants” and collectively with the Shares, the “Units”) at a price per Unit equal to the fifty day weighted-average price per share of the Company’s common stock on the OTCQB market, for the fifty trading days ending March 7, 2014 (the date the parties first discussed the transactions contemplated by the Subscription), which was $0.3409 (the “Per Unit Price”). The total purchase price paid for the Units was $2,500,000.

					Weighted Average
	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price		Term (# years)
Warrants outstanding at February 1, 2014		-	$	-
Granted		7,333,529		0.34
Warrants outstanding at October 31, 2014		7,333,529	$	0.34	2.54

Note 10 – Settlement of Liabilities with Ironridge

Ironridge Transaction #1

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

F - 9

The shares issued in Initial Issuance #1 were subject to adjustment as provided below:

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

If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or a daily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge could request that the Company reserve and issue additional shares of Common Stock (“True Up Shares”), provided that no additional shares of common stock were requested.

At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount #1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additional shares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation.

The Stipulation #1 provided that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock.  The Company also agreed pursuant to Stipulation #1 that (a) until at least one half of the total trading volume for Calculation Period #1 had traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #1 was approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #1 was approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).

The Calculation Period #1 was satisfied as of June 18, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge.  The final number of shares owed was 5,353,512, resulting in 1,646,488 shares of the initial 7,000,000 shares issued being returned by Ironridge and cancelled by the Company in July 2013.

For the nine months ending October 31, 2014 and 2013, the Company, in connection with the above transaction, recorded a loss on extinguishment of debt in the amount of $1,800,141 and $728,294, respectively, which equaled the difference in the fair value of the shares issued to and the obligations assumed by Ironridge.

Ironridge Transaction #2

On May 24, 2013, pursuant to an order setting forth a stipulated settlement (“Order #2” and “Stipulation #2”) issued by the Court, Ironridge, who had previously purchased a total of an additional $1,278,058 in accounts payable and accrued expenses (“Claim #2”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #2”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in Initial Issuance #2 were subject to adjustment as provided below:

From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for the aggregate trading volume of the Common Stock to exceed $20,000,000 (“Calculation Period #2”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance #2 (“Final Amount #2”) with an aggregate value equal to (a) $1,278,058 (105% of Claim Amount #2), plus reasonable attorney’s fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closing price was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #2, less $0.01 per share (“Share Price #2”) and (b) the positive difference, if any, between (i) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during Calculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during the period from March 4, 2013 to May 24, 2013.

If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #2 shall be extended by one trading day.

F - 10

At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

Stipulation #2 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock.  The Company also agreed pursuant to Stipulation #2 that (a) until at least one half of the total trading volume for Calculation Period #2 has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #2 is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #2 is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes.

The Calculation Period #2 was satisfied as of September 12, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge.  The final number of shares owed was 5,406,337, resulting in 406,337 additional shares being owed to Ironridge.

No loss on extinguishment was recorded by the Company, in connection with the above transaction, for the nine months ended October 31, 2014 and 2013.

Ironridge Transaction #3

On October 26, 2013, pursuant to an order setting forth a stipulated settlement (“Order #3” and “Stipulation #3”) issued by the Court, Ironridge, who had previously purchased an additional total of $2,499,372 in accounts payable and accrued expenses (“Claim #3”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #3”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.

The shares issued in Initial Issuance #3 were subject to adjustment as provided below:

· From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for the aggregate trading volume of the Common Stock to exceed $50,000,000 (“Calculation Period #3”), Ironridge will retain that number of shares of Common Stock of Initial Issuance #3 (“Final Amount #3”) with an aggregate value equal to (a)(i) $2,624,340 (105% of Claim Amount #3), plus reasonable attorney’s fees and expenses, (ii) divided by 80% of the following:  the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3 (which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positive difference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during Calculation Period #3, and (B) $1,358,299 divided by 80% of the average of the lowest five individual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii) the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of shares otherwise owed pursuant to the foregoing.

· If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge’s account in electronic form and fully cleared for trading, Calculation Period #3 shall be extended by one trading day.

F - 11

· At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.Stipulation #3 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding Common Stock and with regard to at least 5% of Final Amount #3, Ironridge shall not sell any shares of Common Stock issuable in connection with such amount until at least six months after entry of Order #3.  We also agreed pursuant to Stipulation #3 that (a) until at least one half of the total trading volume for Calculation Period #3 has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our Common Stock; and (b) until at least thirty days from the date Order #3 is approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement.  Until at least 180 days after the end of Calculation Period #3, (a) we agreed that we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for:  (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind.

Through October 31, 2014, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt in the amount of $3,931,134 which equaled the difference in the fair value of the shares issued and the obligations assumed by Ironridge. The Company issued 3,853,555 shares in August 2014 and 5,000,000 shares in final settlement of the transaction on September 15, 2014.  As of October 31, 2014 there was no remaining liability to Ironridge.

Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the “Settlement”) with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under Order #3 and Stipulation #3 in consideration for the issuance to Ironridge of 5,000,000 shares of common stock. As a result of the Settlement, no additional shares will be owed by the Company to Ironridge and the restrictions on the Company’s ability to sell and issue additional shares of common stock (as described above) in connection with Order #3 and Stipulation #3 or otherwise were terminated.

Note 11 – Commitments and Contingencies

The Company’s commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of a business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of its business. The Company is not involved in any litigation or legal proceedings as of October 31, 2014, which would be deemed material.

On June 25, 2013, and effective August 1, 2013, the Company entered into a lease agreement for office space located at 4730 Tejon Street, Denver, Colorado 80211.  The office space encompasses approximately 4,800 square feet.  The lease has a term of 36 months expiring on July 31, 2016, provided that the Company has two additional three year options to renew the lease after the end of the initial term.  Rent during the first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of the initial term of the agreement, described below), and rent during the second three year option period will be at a rental cost mutually agreed by the Company and the landlord.  Rent due under the initial term of the agreement is as follows:

 · $8,172 per month from August 1, 2014 to July 31, 2015;

 · $8,499 per month from August 1, 2015 to July 31, 2016; and

 · $8,839 per month from August 1, 2016 to July 31, 2017.

F - 12

Effective August 1, 2013, in connection with the Company’s entry into the office space lease described above, the Company moved its principal place of business to Denver, Colorado.

Note 12 - Concentration of sales and segmented disclosure:

For the three months ended October 31, 2014, the majority of the Company’s revenue was generated from various customers – two customers (who are distributors of our products) consisted of 53% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The two customers with sales greater than 10% of revenues were: United Natural Foods Inc. (30%) and Kehe  (23%).

For the nine months ended October 31, 2014, the majority of the Company’s revenue was generated from various customers – three customers (who are distributors of our products) consisted of 51% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The three customers with sales greater than 10% of revenues were: United Natural Foods Inc. (27%), Mother Parker’s Tea and Coffee (12%) and Kehe (12%).

Note 13 – Subsequent Events

Management evaluated all subsequent events through the date that the financial statements were filed with the Securities and Exchange Commission, and concluded that no additional subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

On December 4, 2014, the Company's Board of Directors awarded bonuses of $50,000 to each of Anh Tran, Brent Toevs, and Rohan Marley for services rendered during the 2015 fiscal year as officers and directors of the company. The bonuses were paid via the issuance of 263,157 shares of common stock to each of Messrs. Tran, Toevs and Marley which shares were issued pursuant to the Company's 2012 Stock Incentive Plan and as free trading pursuant to the Company’s Form S-8 Registration Statement, filed with the Securities and Exchange Commission on November 13, 2012 and amended on October 17, 2013.

F - 13

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

As used in this Quarterly Report, unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Jammin Java” and “Jammin Java Corp.” refer specifically to Jammin Java Corp. This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended January 31, 2014.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated by reference, include “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Examples of forward-looking statements include, but are not limited to any statements, predictions and expectations regarding our earnings, revenues, sales and operations, operating expenses, anticipated cash needs, capital requirements and capital expenditures, needs for additional financing, use of working capital, plans for future products, services and distribution channels, anticipated growth strategies, planned capital raises, ability to attract distributors and customers, sources of net revenue, anticipated trends and challenges in our business and the markets in which we operate, the impact of economic and industry conditions on our customers and our business, customer demand, our competitive position, the outcome of any litigation against us, critical accounting policies and the impact of recent accounting pronouncements. Additional forward-looking statements include, but are not limited to, statements pertaining to other financial items, plans, strategies or objectives of management for future operations, our financial condition or prospects, and any other statement that is not historical fact. Forward-looking statements are often identified by the use of words such as “may,” “might,” “intend,” “should,” “could,” “can,” “would,” “continue,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” “plan,” “seek” and similar expressions and variations or the negativities of these terms or other comparable terminology.

These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our management based on information currently available to management, all of which is subject to change. Such forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those stated or implied by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified under “Risk Factors” in  Item 1A of our Form 10-K Annual Report for the year ended January 31, 2014, as filed with the Securities and Exchange Commission on May 16, 2014 (the “Annual Report”). We undertake no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason except as otherwise required by law.

The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report, our Annual Report on Form 10-K for the year ended January 31, 2014 and in our other reports filed with the Securities and Exchange Commission (the “SEC”).

In this Form 10-Q, we may rely on and refer to information regarding the market for our products and our industry in general, which information comes from market research reports, analyst reports and other publicly available information.  Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

Overview

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

1

We believe the key to our growth is a multichannel distribution and sales strategy. Since August 2011, we have been introducing a wide variety of coffee products through multiple distribution channels using the Marley Coffee brand name. The main channels of revenue for the Company are now and are expected to continue to be domestic retail in both grocery and away from home, international distribution, and online retail.

In order to market our products in these channels, we have developed a variety of coffee products in varying formats.  The Company offers an entire line of coffee in whole bean and ground form with varying sizes including 2.5 ounce (oz), 8oz, 12oz and 2 pound (lbs) sizes.  The Company also offers a “single serve” solution with its compostable Single-Serve Pods for Bunn® and other pod-based home and office brewers.  The Company recently launched its Marley Coffee RealCup; compatible cartridges, for use in most models of Keurig®'s K-Cup brewing system.

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

In consideration for the foregoing licenses, the Company agreed to pay royalties to Fifty-Six Hope Road in an amount equal to 3% of the net sales of all Licensed Products on a quarterly basis. In addition, such royalty payments are to be deferred during the first 20 months of the term of the FSHR License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter until paid in full.  At October 31, 2014, $129,150 is accrued for such royalty fees with $65,908 having been paid during the quarter ended October 31, 2014.

On May 20, 2014, we entered into an Amended and Restated License Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “MP Agreement”), which amended and restated a prior license agreement entered into between the parties in October 2011.  A significant portion of the Company’s revenue comes from sales to and through Mother Parkers. As described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2014, the Company entered into a Subscription Agreement with Mother Parkers in April 2014, pursuant to which Mother Parkers purchased 7,333,529 units from the Company for $2.5 million, each unit consisting of one share of the Company’s common stock; and one warrant to purchase one share of common stock at $0.51135 per share for a term of three years.  Pursuant to our relationship with Mother Parkers, Mother Parkers produces Marley Coffee RealCups for us.  For direct sales of RealCups (e.g., in jurisdictions in which Mother Parkers does not have exclusive rights as described below) we purchase the RealCups from Mother Parkers and handle all aspects of selling, merchandising and marketing products to retailers. Pursuant to the MP Agreement, the Company granted Mother Parkers the exclusive right to manufacture, process, package, label, distribute and sell single serve hard capsules (which excludes single serve soft pods) (the “Product”) on behalf of the Company in Canada, the United States of America and Mexico. The rights granted under the MP Agreement are subject to certain terms and conditions of our license agreement with Fifty-Six Hope Road. Pursuant to the MP Agreement, Mother Parkers is required to, among other things, supply all ingredients and materials, labor, manufacturing equipment and other resources necessary to manufacture and package the Product, develop coffee blends set forth in specifications provided by the Company from time to time, procure coffee beans in the open market (or from the Company’s designee) at favorable prices, set prices for the Product in a manner that is competitive in the market place and deliver Product logo/brand designs to the Company for approval prior to manufacturing any such Product.  We are required to, among other things, cross-promote the Product, use Product images and marketing materials provided by Mother Parkers to promote the Product, and provide the services of Rohan Marley (our Chairman) at a minimum of five locations per year at the Company’s sole cost and expense.  There are no minimum volume or delivery requirements under the MP Agreement.  Pursuant to the MP Agreement, Mother Parkers agreed to pay us a fee of $0.06 per capsule for Talkin’ Blues products and $0.04 per capsule for all other Product sold by Mother Parkers under the terms of the agreement, which payments are due in monthly installments.  The MP Agreement has a term of five years, provided that it automatically renews thereafter for additional one year periods if not terminated by the parties, provided further that we are not able to terminate the agreement within the first 12 months of the term of the agreement and if we terminate the agreement or take any action that lessens or diminishes Mother Parkers’ exclusive rights under the agreement during months 12 through 36 of the agreement, we are required to pay Mother Parkers a fee of $600,000 and reimburse Mother Parkers for any out of pocket costs incurred by Mother Parkers for inventory and other materials that are unsalable or unusable after such termination.

2

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended January 31, 2014. We believe that for the three and nine months ending October 31, 2014, there have been no material changes to this information.

Recent Accounting Pronouncements

For the three and nine month period ended October 31, 2014, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard which will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In doing so, among other things, companies will generally need to use more judgment and make more estimates than under the current guidance. The accounting standard will be effective for the Company in the fiscal year beginning April 1, 2017. The standard may be adopted using a full retrospective or a modified retrospective (cumulative effect) method. Early adoption is not permitted. We are currently evaluating this standard and have not yet selected a transition method nor have we determined the effect of the standard on our financial statements and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation : Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period (“ASU 2014-12”). The guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. The guidance will be effective for the Company in the fiscal year beginning January 1, 2016, and early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements.

Management is evaluating the significance of the recent accounting pronouncement ASU 2014-15, Presentation of Financial Statements – Going Concern (subtopic 205-40); disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, and has not yet concluded whether the pronouncement will have a significant effect on the Company’s future financial statements.

3

Products and Revenue Channels

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

We are focused on three business verticals which all complement each other: Domestic, International, and our eBusiness subscription model.  All three of these channels distribute the Company’s wide variety of product offerings.

Domestic grocery is the core focus of the Company with the strategy of continuing to expand into key markets and gaining new accounts and building on the base of accounts we have already.  Within the U.S. grocery and specialty retail segment, the Company’s products are distributed through several distributors such as UNFI, Kehe and DPI and we also distribute directly to certain customers.  We sell to retailers such as Safeway, Krogers, HEB, Wegmans, Target, Jewel-Osco, Market Basket, Whole Foods, Winn Dixie Bi-Lo, Ahold, Hannafords, Albertsons, Shaw’s and Fairways, and Fresh and Easy. During the past year we have expanded our distributor relationships nationally in the United States. We expect our ongoing discussions with retailers will enable us to place our products in more chains throughout the year and we continue to seek to expand our product placement with grocery retailers and distributors throughout the United States and internationally.

We create and sell a variety of coffee products for almost every coffee distribution channel.  We sell 8 ounce (oz) and 12oz ground and whole bean bagged coffee primarily to the retail grocery channel.  We sell 2lb whole bean and 2.5oz fractional packs primarily to the food service and Office Coffee Service or Breakroom industry.

In late November 2012, we launched our Marley Coffee RealCups; a single serve; compatible cartridge, for use in most models of Keurig®'s K-Cup brewing system.  The coffee single serve segment is the fastest growing sector of the coffee industry and the fastest growing part of our business.  We generate revenues in this category in two ways 1) by selling directly to retailers; and 2) through a licensing agreement with our roasters Mother Parkers (described above).  For direct sales, we handle all aspects of selling, merchandising and marketing of the products to retailers.  Through the licensing agreement Mother Parkers develops the relationships with retailers and handles everything from selling, merchandising, discounting, promoting and marketing and we receive a licensing fee per cup sold as described above.

During the fourth quarter of calendar 2014 we plan to launch an innovative Coffee of the Month subscription service.

Plan of Operations

In fiscal 2014, we established a national grocery distribution network, increased our brand awareness and strengthened our international presence.  Last year we focused on expansion and this upcoming year we are prepared to build on that platform with organic growth. Over the course of the last year, we gained distribution in over 7,200 stores in the United States distributing approximately 5.2 different types of products per store and have authorization in approximately 10,000 stores.  In Canada through the MP Agreement (described above), the Company is distributed in over 1,900 stores.

Through fiscal 2015, while we will still look to gain additional distribution, we are not pursuing it at the same pace we did during the past 18 months. Our objective for our existing distribution is to increase our turn rate (velocity),  and build brand awareness to drive further growth.

We will also continue to work to engage distributors of our products from around the world to bring Marley Coffee to market.  Right now, we have distributors in the United Kingdom, all across Europe, Chile, South Korea, Australia and South Africa.

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Throughout fiscal 2014, the Company issued shares of common stock in consideration for services rendered to its officers, directors and employees in an effort to maximize its cash on hand and improve liquidity.  In fiscal 2015, the Company plans to pay the salaries of its officers and employees in cash, provided that where possible, the Company intends to continue to use common stock in lieu of cash consideration, and has continued to pay certain of its employees in stock instead of cash during fiscal 2015.  As the Company continues to grow it will need to raise additional cash in order to maintain its growth and fund its operations.  If the Company is unable to access additional capital moving forward, it will hurt our ability to maintain growth and possibly jeopardize our ability to maintain our current operations. There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations to continue as a going concern.

The Company is focused on growing revenue while working to lower cost of sales and operating expenses, with the ultimate goal of generating net income instead of net loss.

RESULTS OF OPERATIONS

Comparison of the Three Months Ending October 31, 2014 and 2013

Sales Revenue. Sales revenues for the three months ending October 31, 2014 and 2013 were $2,841,504 and $2,277,290, respectively, which represents an increase of $564,214 or 25% from the previous period.  Sales revenue increased as a result of the Company's continued expansion into the retail grocery market and its continued growth of other business verticals.  We had net revenue of $2,517,204 and $2,193,118, respectively, for the three months ended October 31, 2014, after deducting discounts and allowances of $324,300 and $84,172, respectively. The significant increase in discounts and allowances for the three months ended October 31, 2014 ($324,300) compared to the three months ended October 31, 2013 ($84,172) was due to expansion and growth of these accounts and trial transactions.

Cost of Sales. Cost of sales for the three months ending October 31, 2014 and 2013 were $1,766,469 and $1,382,067, respectively, which represents an increase of $384,402 or 28% from the prior period, which was mostly attributed to increased sales, especially of items with lower profit margins.

Gross Profit.  We had a gross profit of $750,735 and $811,051 for the three months ending October 31, 2014 and 2013, respectively.  Gross profit as a percentage of net sales was 30% and 37% for the three months ending October 31, 2014 and 2013, respectively.   Gross profit as a percentage of sales decreased due to expansion into new markets with lower initial margins on sales.

Compensation and Benefit Expenses. Compensation and benefits for the three months ending October 31, 2014 and 2013 were $1,055,159 and $686,241, respectively, which represented an increase of $368,918 or 54% from the prior period. The increase was mostly the result of increased stock compensation for the three months ended October 31, 2014, compared to the prior period, due to certain shares of common stock and options granted to employees and consultants in consideration for services rendered and to be rendered.

Selling and Marketing Expenses. Selling and marketing expenses for the three months ending October 31, 2014 and 2013 were $677,122 and $15,777, respectively, which represents an increase of $661,345 or 4,192% from the prior period. The increase was principally the result of additional advertising campaigns undertaken in new markets in the current period. As the business has developed, the customer base has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout fiscal 2015 as we will seek to expand our customer base even more and build out the Company brand.  Much of the selling and marketing that happens outside of this categorization occurred in new staffing in marketing.

General and Administrative Expenses.   General and administrative expenses for the three months ending October 31, 2014 and 2013 were $603,744 and $758,635, respectively, which represents a decrease of $154,891 or 20.4% from the prior period. The decrease was principally the result of cost-cutting and streamlining of existing operations.

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Total Other Income (Expense).  We had other expense of $1,354,548 for the three months ended October 31, 2014, compared to other expense for the three months ended October 31, 2013 of $728,949, an increase of $625,599.  This increase was in connection with the Ironridge transactions in the period (described below) which caused a loss on extinguishment of debt from the issuance of shares; provided that such transactions are now final and no longer subject to true-ups (see Note 10 to the financial statements included herein).  Also included in total other expense was interest expense of $940 for the three months ended October 31, 2014, compared to interest expense of $244 for the three months ended October 31, 2013.  Interest expense increased due to the acquisition of our outstanding interest bearing liabilities by Ironridge and the settlement of such debt through the issuance of common stock.  The significant total other income expense is related to the Ironridge true-ups, which will not  continue in future quarters.

Net Loss. We incurred a net loss of $2,939,838 and $1,378,551 for the three months ended October 31, 2014 and 2013, respectively, an increase in net loss of $1,561,287 or 113% from the prior period. The principal reasons for the increase in net loss were the $1.3 million in other expenses related to Ironridge, which expenses will not be re-occurring in future periods which resulted in a $625,599 increase in total other expense, the $368,918 increase in compensation and benefits and the $661,345 increase in selling and marketing expenses.

Comparison of the Nine Months Ending October 31, 2014 and 2013

Sales Revenue. Sales revenues for the nine months ending October 31, 2014 and 2013 were $7,061,287 and $4,873,220, respectively, which represents an increase of $2,188,067 or 45% from the previous period.  Sales revenue increased as a result of the Company's continued expansion into the retail grocery market and its continued growth of other business verticals.   We had net revenue of $6,716,727 and $4,615,605, respectively, for the nine months ended October 31, 2014 and 2013, respectively, after deducting discounts and allowances of $344,560 and $257,615, respectively.

Cost of Sales. Cost of sales for the nine months ending October 31, 2014 and 2013 were $5,018,088 and $2,833,587, respectively, which represents an increase of $2,184,501 or 77%, which was mostly attributed to increased sales, especially of items with lower profit margins.

Gross Profit.  We had a gross profit of $1,698,639 and $1,782,018 for the nine months ending October 31, 2014 and 2013, respectively.  Gross profit as a percentage of net sales was 25% and 37% for the nine months ending October 31, 2014 and 2013, respectively.   Gross profit as a percentage of sales decreased due to an increase in cost to achieve market share sales.

Compensation and Benefit Expenses. Compensation and benefits for the nine months ending October 31, 2014 and 2013 were $3,234,393 and $1,373,394, respectively which represented an increase of $1,860,999 or 136% from the prior period. The increase was mostly the result of more employees and contractors engaged to help manage the growth of the Company.

Selling and Marketing Expenses. Selling and marketing expenses for the nine months ending October 31, 2014 and 2013 were $2,387,360 and $139,709, respectively, which represents an increase of $2,247,651 or 1,609% from the prior period. The increase was principally the result of additional advertising campaigns undertaken in the new markets in the current period. As the business has developed, the customer base has increased and sales have grown more organically. We anticipate, however, experiencing significant marketing expenses throughout 2015 as we will seek to expand our customer base even more and build out the Company brand.  Much of the selling and marketing that happens outside of this categorization occurred in new staffing in marketing.

General and Administrative Expenses.   General and administrative expenses for the nine months ending October 31, 2014 and 2013 were $2,144,390 and $1,627,383 respectively, which represents an increase of $517,007 or 32% from the prior period. The increase was principally the result of overall increased expansion of the business and the need to support that expansion mostly through professional fees and payroll. General and administrative expense also increased due to increased corporate reporting expenses and increased insurance expenses.

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Total Other Income (Expense).  We had other expense of $1,800,609 for the nine months ended October 31, 2014, compared to other expense for the nine months ended October 31, 2013 of $1,153,809, an increase of $646,800.  This increase was in connection with the Ironridge transactions in the period (described below) which caused a loss on extinguishment of debt from the issuance of shares; provided that such transactions are now final and no longer subject to true-ups (see Note 10 to the financial statements included herein).  Also included in total other expense was interest expense of $1,062 for the nine months ended October 31, 2014, compared to interest expense of $108,918 for the nine months ended October 31, 2013.  Interest expense decreased due to the settlement of  debt through the issuance of common stock in prior year.

Net Loss. We incurred a net loss of $7,868,113 and $2,512,277 for the nine months ended October 31, 2014 and 2013, respectively, an increase in net loss of $5,355,836 or 213% from the prior period. The principal reasons for the increase in net loss were the $1,799,547 in other expense associated with Ironridge, which expenses will not be re-occurring in future periods which resulted in a $646,800 increase in total other expense, the $1,860,999 increase in compensation and benefits, and the $2,247,651 increase in selling and marketing expenses.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through the issuance of our common stock.

The following table presents details of our working capital and cash and cash equivalents:

	October 31, 2014		January 31, 2014		Decrease
Working Capital	$	624,860	$	1,606,350	$	(981,490	)
Cash	$	516,873	$	857,122	$	(340,249	)

At October 31, 2014, we had total assets of $3,822,343 and total liabilities of $2,000,576. Our current sources of liquidity include our existing cash and cash equivalents and cash from operations and funds raised through the sale of common stock and warrants in private placements (as described in greater detail below). For the three months ended October 31, 2014, we generated gross sales of $2,851,504 and we had a net loss of $2,939,838.

Total current assets of $2,625,436 as of October 31, 2014 included cash of $516,873, accounts receivable of $1,971,165, inventory of $64,556 and other current assets of $72,842.

We had total assets as of October 31, 2014 of $3,822,243 which included the total current assets of $2,625,436, $422,263 of property and equipment, net, $620,501 of license agreement, representing the value of the FSHR License Agreement, $42,415 of intangible assets, $88,162 of goodwill and $23,566 of other assets.

We had total liabilities of $2,000,576 as of October 31, 2014, which were solely current liabilities and included $1,489,614 of accounts payable, $129,150 of accrued royalty – related party (relating to amounts accrued in connection with the FSHR License Agreement), and $381,812 of accrued expenses.

As of the filing of this report, we believe that our cash position, funds we may raise through future offerings, and the revenues we generate will be sufficient to meet our working capital needs for approximately the next twenty-four months based on the pace of our planned activities.

In the fourth fiscal quarter of 2014 and first three fiscal quarters of 2015, we established an annual promotional calendar for our retailers and distributors.  Promotions range from discounts at store level to in-store tastings.  To date, promotions and trial programs, especially at some of our larger accounts such as Kroger, Safeway and HEB, are increasing product velocity.  Additionally we are constantly evaluating cost effective tools to generate brand awareness and trials outside of the retail environment.  We plan to continue driving these efforts with the goal of seeing revenues from organic growth increase quarter-to-quarter through fiscal 2015.

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We are excited about our other business lines as well. Our away from home business has been growing, especially in the Denver, Colorado area.  Its growth helps feed our grocery retail business at a minor cost.  Our international growth is picking up pace as well.  Europe is growing, as has our commitment to foster the region.  Both Chile and South Korea still remain some of the most exciting markets for us as our distributors and partners in that region have done a phenomenal job marketing and growing the brand.  Additionally, in this fiscal quarter we started shipping to new distributors in Australia and Mexico.

Gross margins were very tight in fiscal 2014 as significant discounts and deductions were given to gain distribution and market penetration.  As these accounts mature, we expect our gross margins to increase in the upcoming year.

The overwhelming majority of our sales are outside of the distribution of Jamaican Blue Mountain (JBM) beans and products.  Nonetheless, one of our main concerns for fiscal 2015 is a shortage in JBM.  Hurricane Sandy and coffee leaf rust has impacted the production output of JBM by about 40 percent for 2014.  Jamaica and the industry expect a slow recovery in 2015. This tightening of supplies has caused JBM prices to increase by about 40%.  We are committed to ensuring our supply chain and providing our customers JBM. We are diligently working to secure more JBM as the market we created for it continues to expand.  There still is a high demand for JBM in North America, but limited supply and rising costs may hurt sales.  We are currently working to address the supply issues and while we believe we will be in a far better position in Fiscal 2015 with respect to JBM availability, if we are unable to purchase a sufficient quantity of high-quality coffee beans, we may not be able to fulfill demand for our coffee, our revenue may decrease and our ability to expand our business may be negatively impacted.

The goal for the end of 2015 is to reduce net loss while increasing revenues, however, we have not yet generated net income through the sale of our products and make no assurances that net income will be generated in the future.  We will remain flexible in the implementation of our business strategy and will revise downward our funding requirements and further reduce our selling and marketing and our general and administrative expenses to a level that is in line with our financial means but consistent with our vision.

In March, May and July 2013, we affected the transactions with Ironridge, described in greater detail below, pursuant to which an aggregate of $4,795,802 in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge, was satisfied by the issuance of shares of our common stock, came off our balance sheet and significantly improved our liquidity.  The Ironridge transactions helped fuel our significant growth for fiscal 2014; however, we have no intentions, nor do we anticipate doing another transaction in the same format as we did with Ironridge in the foreseeable future.

From time to time, we may attempt to raise capital through either equity or debt offerings.  In July and August 2013, we raised $246,000 through the sale of units and in April 2014 we raised $2.5 million through the sale of units to Mother Parkers, described in greater detail below. Our capital requirements will depend on many factors, including, among other things, the rate at which our business grows, with corresponding demands for working capital and expansion capacity. We could be required, or may elect, to seek additional funding through public or private equity, debt financing or bank financing. However, a credit facility, or additional funds through public or private equity or other debt financing, may not be available on terms acceptable to us or at all, or that any such financing activity would not be dilutive to our stockholders. Without additional funds and/or increased revenues, we may not be able to expand our business as planned.

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

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Cash Flows

	Nine months ended
	October 31, 2014			October 31, 2013
Net cash provided by (used in) operating activities	$	(2,778,170	)	$	989,562
Net cash provided by (used in) investing activities	$	(57,114	)	$	(104,584	)
Net cash provided by (used in) financing activities	$	2,495,035		$	( 78,564	)

Operating Activities

Compared to the corresponding period in 2013, net cash used in operating activities decreased by $3,767,732 for the nine months ended October 31, 2014. The decrease was primarily due to $7,868,113 of net loss and $885,218 of increase in accounts receivable, offset by $1,132,502 of decrease in prepaid expenses and other current assets, $1,459,032 of share based employee compensation, and $2,170,164 of common stock issued to settle amounts owed in the Ironridge transactions.

Investing Activities

Compared to the corresponding period in fiscal 2013, net cash used in investing activities decreased by approximately $47,470 due primarily to restricted cash received in connection with the termination of a sweep fund account we previously maintained with one of our lenders, which transaction was subsequently cancelled and decreases in purchases of property and equipment.

Financing Activities

Compared to the corresponding period in fiscal 2013, net cash provided by financing activities increased by approximately $2,573,599 for the nine months ended October 31, 2014 primarily from the $2,500,000 of common shares sold to Mother Parkers for cash in the current period (as described below).

From time to time, we may attempt to raise capital through either equity or debt offerings. Our capital requirements will depend on many factors, including, among other things, the rate at which our business grows, with corresponding demands for working capital and expansion capacity. We could be required, or may elect, to seek additional funding through public or private equity, debt financing or bank financing.

Funding and Financing Agreements

Ironridge Transactions

On March 6, 2013, May 24, 2013 and July 26, 2013, pursuant to three separate orders setting forth stipulated settlements (the “Orders” and the “Stipulations”) issued by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Court”), Ironridge Global IV, Ltd. (“Ironridge”), who had previously purchased a total of $1,017,744, $1,278,058 and $2,499,372, respectively, in accounts payable and accrued expenses (each, the “Claim”) owed by us to various parties, was issued shares of our common stock (each the “Initial Issuance”) in satisfaction of such accounts payable and accrued expenses, which amounts came off our balance sheet and significantly improved our liquidity. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys’ fees.  The shares issued in the Initial Issuances, totaling 7,000,000, 5,000,000 and 5,000,000 shares, respectively, were subject to adjustment based on the closing prices of our common stock during certain calculation periods (as described in greater detail in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013, May 15, 2013 and July 30, 2013, respectively).  In July 2013, in connection with the true up associated with the March 2013 Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’s common stock to the Company for cancellation, which shares were cancelled in July 2013. In November 2013 we issued Ironridge an additional 4,524,079 shares of common stock, representing 671,841 additional shares pursuant to a true up in connection with the May 2013 Order and Stipulation and 3,852,238 additional shares pursuant to the July 2013 Order and Stipulation. In February 2014, we issued Ironridge an additional 3,366,316 shares of common stock pursuant to the July 2013 Order and Stipulation. In August 2014, we issued Ironridge an additional 3,853,555 shares of common stock pursuant to the July 2013 Order and Stipulation. The settlement of payables for common shares has been recorded as extinguishments.  At July 31, 2014 this liability was $820,164.

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Additionally, as a result of each Stipulation, we agreed that at no time shall shares of common stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company’s outstanding common stock.  We also agreed pursuant to each Stipulation that (a) until at least one half of the total trading volume for each respective calculation period has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our common stock; (b) until at least thirty days from the date each Order was approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date each Order was approved, we would not, directly or indirectly, issue or sell any free trading securities for financing purposes; provided that in lieu of covenant (c) above, for the July 2013 Stipulation, we instead agreed that until at least 180 days after the end of the applicable calculation period, (a) we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for: (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind.

The result of the Orders and Stipulations was that a total of $4,795,802 in accounts payable and accrued expenses owed by us to various parties, which was purchased by Ironridge was satisfied by the issuance of shares of our common stock as provided above, came off our balance sheet and significantly improved our liquidity.

Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the “Settlement”) with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under the July 2013 Order and Stipulation in consideration for the issuance to Ironridge of 5,000,000 shares of common stock (which will be issued to Ironridge pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended). As a result of the Settlement, no additional shares will be owed by the Company to Ironridge in connection with further true-ups and the restrictions on the Company’s ability to sell and issue additional shares of common stock (as described above) in connection with the July 2013 Order and Stipulation or otherwise were terminated.

Private Placements

In July and August 2013, the Company undertook a private offering of units to accredited investors, each consisting of one share of common stock and ½ of one warrant to purchase one share of common stock, which units have a sales price equal to a 20% discount to the closing price of the Company’s common stock on the date of each investor’s subscription and which warrants have an exercise price equal to 150% of the closing price on the date of each investor’s subscription.  The Company sold an aggregate of 647,137 units to four accredited investors at prices between $0.35 and $0.392 per unit and raised proceeds of $246,000 from such sales.  An aggregate of 647,137 shares and warrants to purchase an aggregate of 323,570 shares of the Company’s common stock were sold in the offering, which warrants are evidenced by Common Stock Purchase Warrants, have exercise prices from between $0.66 and $0.74 per share, a term of one year, and prohibit the holders thereof from exercising such warrants to the extent such exercise would result in the beneficial ownership of more than 4.99% of the Company’s common stock, subject to the holders’ right to waive such limitation with 61 days prior written notice.

On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “Subscription”).  Pursuant to the Subscription, Mother Parkers purchased 7,333,529 units from the Company, each consisting of (a) one share of the Company’s common stock, $0.001 par value per share (the “Shares”); and (b) one (1) warrant to purchase one share of the Company’s common stock (the “Warrants” and collectively with the Shares, the “Units”) at a price per Unit equal to the fifty day weighted-average price per share of the Company’s common stock on the OTCQB market, for the fifty trading days ending March 7, 2014 (the date the parties first discussed the transactions contemplated by the Subscription), which was $0.3409 (the “Per Unit Price”). The total purchase price paid for the Units was $2,500,000.

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Pursuant to the Subscription, we provided Mother Parkers a right of first refusal for a period of two (2) years following the Subscription, to purchase up to 10% of any securities (common stock, options or warrants exercisable for common stock) we propose to offer and sell in a public or private equity offering (the “ROFO Securities”), exercisable for 48 hours from the time we provide Mother Parkers notice of such proposed sale of ROFO Securities (subject where applicable to Mother Parkers meeting any prerequisites to participation in the offering). The right of first refusal does not apply to the issuance of (a) shares of common stock or options to employees, officers, directors or consultants of the Company in consideration for services, (b) securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of the Subscription, (c) securities issued pursuant to acquisitions or strategic transactions approved by the directors of the Company, provided that any such issuance shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital, and (d) any debt securities (other than any debt securities exchangeable for or convertible into shares of common stock). The right of first refusal is not assignable and expires upon the first to occur of two (2) years following the date of the Subscription and the date Mother Parkers enters into or takes certain bankruptcy related actions.

The Warrants have an exercise price equal to 150% of the Per Unit Price ($0.51135 per share), a term of three years and prohibit  Mother Parkers from exercising such Warrants to the extent such exercise would result in the beneficial ownership of more than 9.99% of the Company’s common stock, subject to Mother Parkers’ right to waive such limitation with 61 days prior written notice.

Off-Balance Sheet Arrangements

As part of our on-going business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangement or other contractually narrow or limited purposes. As of October 31, 2014, we are not involved in any material unconsolidated SPEs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

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Internal Control Over Financial Reporting

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at October 31, 2014:

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

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

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

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

Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company's financial reporting during the nine months ended October 31, 2014.

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended October 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

On July 28, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company (“Whittle”) filed a complaint against the Company in the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209).

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

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

The Company has engaged legal counsel in the matter.  The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  In the event the matter is not settled, the Company intends to continue to vigorously defend itself against Whittle’s claims.

On September 30, 2014, Whittle individually, and derivatively on behalf of Marley Coffee LLC (“MC LLC”) filed a complaint against Rohan Marley, Cedella Marley, the Company, Hope Road Merchandising, LLC, Fifty-Six Hope Road Music Limited, and Marley Coffee Estate Limited in the United States District Court for the District of Colorado (Civil Action No. 2014-CV-2680).

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

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

The Company has engaged legal counsel in the matter.  The outcome of this lawsuit cannot be predicted with any degree of reasonable certainty.  In the event the matter is not settled, the Company intends to continue to vigorously defend itself against Whittle’s and MC LLC’s claims.

We may become involved in material legal proceedings in the future.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014, filed with the Commission on May 16, 2014, and investors are encouraged to review such risk factors prior to making an investment in the Company.

13

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

As described in greater detail above under “Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” – “Funding and Financing Agreements” – “Ironridge Transactions”, in March 2013, May 2013 and July 2013, we issued 7,000,000, 5,000,000 and 5,000,000 shares of common stock, respectively, to Ironridge in connection with certain transactions, which were subject to adjustment as discussed above.  In July 2013, in connection with the true up associated with the March 2013 Ironridge transaction and pursuant to the terms of the March 2013 Stipulation, Ironridge returned 1,646,488 shares of the Company’s common stock to the Company for cancellation, which shares were cancelled by the Company in July 2013.  In November 2013 we issued Ironridge an additional 4,524,079 shares of common stock, representing 671,841 additional shares pursuant to the May 2013 Order and Stipulation and 3,852,238 additional shares pursuant to the July 2013 Order and Stipulation. In February 2014, we issued Ironridge an additional 3,366,316 shares of common stock pursuant to the July 2013 Order and Stipulation. In August 2014, we issued Ironridge an additional 3,853,555 shares of common stock pursuant to the July 2013 Order and Stipulation.

Effective in connection with the September 12, 2014 Settlement with Ironridge described above under “Funding  and Financing Agreements” – “Ironridge Transaction”, we agreed to issue Ironridge 5,000,000 shares of common stock in full and complete settlement of the July 2013 Order and Stipulation.  As a result of the Settlement no additional shares will be owed by the Company to Ironridge pursuant to such July 2013 Order and Stipulation in connection with further true-ups or otherwise.

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

Effective June 27, 2014, we formed an Advisory Board to provide strategic guidance, independent advice and recommendations to the Board of Directors (the “Directors”) on the organization, funding, plan of operations, proposed joint ventures and partnerships, governance, marketing and expansion of the Company and its products and services, and on such other matters as the Directors may from time to time request input and guidance on. The Advisory Board has no authority to bind the Company or the Directors on any matters and was formed only to provide the Directors non-binding guidance and advice as requested by the Directors from time to time.  Effective on the same date, the Directors appointed (1) Mr. Michael Higgins; and (2) Mr. Anthony Schiano, as the initial members of the Advisory Board. The Directors also agreed to compensate the Advisory Board members for agreeing to be appointed to the Advisory Board and for services to the Advisory Board through the issuance of shares of common stock of the Company totaling $30,000 per year (the “Yearly Fees”).  The first Yearly Fees were payable to the Advisory Board members in connection with their appointment to the Advisory Board. As such, each Advisory Board member was issued 100,000 shares of restricted common stock of the Company (the “Advisory Board Shares”), representing the total number of shares of common stock equal to the total $30,000 in Yearly Fees divided by the five day average of the closing price of the Company’s common stock on the date immediately preceding the date of the grant of such shares ($0.30 per share).  The Advisory Board Shares are subject to forfeiture and vest to the members of the Advisory Board at the rate of 1/4th of such shares (25,000 shares) per quarter, on each of September 27, 2014, December 27, 2014, March 27, 2015 and June 27, 2015 (the “Vesting Dates” and “Vesting Terms”), provided that such applicable Advisory Board member remains a member of the Advisory Board through such periods.  Any unvested shares held by an Advisory Board member upon their removal, resignation or death will be forfeited back to the Company.

The issuances described above were exempt from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. None of these securities may be re-offered or resold absent either registration under the Act or the availability of an exemption from the registration requirement.

14

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On December 4, 2014, the Company's Board of Directors awarded bonuses of $50,000 to each of Brent Toevs (the Company’s Chief Executive Officer and director), Anh Tran (the Company’s President and director) and Rohan Marley (the Company’s Chairman) for services rendered during the 2015 fiscal year as officers and directors of the Company. The bonuses were paid via the issuance of 263,157 shares of common stock to each of Messrs. Toevs, Tran and Marley which shares were issued pursuant to the Company's 2012 Stock Incentive Plan and registered with the Commission pursuant to the Company’s Form S-8 Registration Statement, filed with the Securities and Exchange Commission on November 13, 2012 and amended on October 17, 2013.  The 263,157 shares were each, in aggregate valued at $50,000, based on the $0.19 per share closing price of the Company’s common stock on the date of grant.

On December 15, 2014, the Company issued a letter to shareholders discussing the Company's results of operations for its third fiscal and forecasts for its fourth fiscal quarter. A copy of the letter is furnished as Exhibit 99.1 to this Form 10-Q.

The letter furnished herewith as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 6. Exhibits.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

15

SIGNATURES

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

	JAMMIN JAVA CORP.
Dated: December 15, 2014	By:  /s/ Brent Toevs
	Brent Toevs
	Chief Executive Officer
	(Principal Executive Officer)

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

16

Exhibit Index

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

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

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

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed May 16, 2014)

31.1*	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****	Certifications of the Principal Executive Officer and the Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1****	Press Release Dated December 15, 2014
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema Document
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

**   The Company has obtained confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission.  

*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

**** Furnished herewith.

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brent Toevs, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anh Tran, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: December 15, 2014	By:	/s/ Anh Tran
		Anh Tran
		President, Chief Operating Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the three months ended October 31, 2014 (the “Report”) pursuant to U.S.C. Section 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” to the Securities and Exchange Commission (the “SEC”) rather than “filed” either as part of the Report or as part of the Report of as a separate disclosure statement, and are not to be incorporated by referenced into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Certification of the Chief Executive Officer

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

1. the accompanying Quarterly Report on Form 10-Q for the three months ended October 31, 2014 (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: December 15, 2014	By:   /s/ Brent Toevs
	Brent Toevs
	Chief Executive Officer
	(Principal Executive Officer)

Certification of the Chief Financial and Accounting Officer

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

1. the accompanying Quarterly Report on Form 10-Q for the three months ended October 31, 2014 (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: December 15, 2014	By:   /s/ Anh Tran
	Anh Tran
	President, Secretary and Treasurer
	(Principal Financial and Accounting Officer)

EX-99.1

EXHIBIT 99.1

Marley Coffee Issues Shareholder Letter to Discuss Results of Operations for Its Third Fiscal Quarter and Forecasts for Its Fourth Quarter

The company discusses its results and lays out its strategies for the upcoming year

DENVER – December 15, 2014 –Jammin Java Corp. (d/b/aMarley Coffee) (OTCQB: JAMN) (www.marleycoffee.com)(“Marley Coffee”, “we, “us” and the “Company”), the sustainably grown, ethically farmed and artisan-roasted gourmet coffee company has issued the following letter to its shareholders.

Note from the Chairman

“We have hit a real turning point in our company’s development,” says Rohan Marley, Founder and Chairman of Marley Coffee. “In my life, I could not be happier with our current strategy and the state of this company.  Over the past two years, we have presented to the world our movement for coffee sustainability and we believe that our message is resonating with coffee drinkers throughout the world. Coffee is about the experience and creating a product that can connect with people. When people drink Marley Coffee, I want them to connect to our story and feel good about their purchase.  I believe our year-over-year growth reflects the work that we have accomplished towards that goal thus far.”

Financial Results

Below is a summary of financial results; detailed results are included in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2014, filed with the Securities and Exchange Commission on December 15, 2014.

The following is a letter from our Chief Executive Officer, Brent Toevs:

“We are very pleased with our results from the third quarter and are enthusiastic about our strategy moving forward.  This was our strongest quarter in terms of revenue and operational efficiency.  Sales revenue for the quarter was $2,841,504, which represents a 24.8% increase from a year ago and a 36.7% increase from last quarter.  We expect to generate over $3 million in revenue in the fourth fiscal quarter, which would put us over $10 million in revenues for the full fiscal year.  Selling, general and administrative expenses (SG&A) increased less than expected compared to revenue growth.  Aside from a handful of expected new hires, we believe that we have most of the resources we need to achieve our goal of growing the Company’s revenues to $40 million per year, without significantly increasing our SG&A expenses.

Gross profit as a percentage of net sales was 30% and 37% for the three months ending October 31, 2014 and 2013, respectively.  One-time slotting fees and a ramp-up in trade spending decreased gross margins in the quarter.  However, we expect this investment to pay off in upcoming quarters in the form of improved product velocity, which we believe will drive strong revenue growth and solid gross margin improvements.   We plan to significantly reduce our investments in slotting in future quarters and plan to reallocate spending to direct consumer marketing programs.  This should generate better gross margins as well as increased consumer awareness and velocity, which we hope will accelerate our revenue growth in the future.

We posted a net loss of $2,939,838 of which $1,353,608 was attributed to closing out our Ironridge transaction and $408,938  for stock compensation for the three months ended October 31, 2014.  There will not be any additional reoccurring losses from Ironridge in any upcoming quarter as the transactions have been settled and completed.

Notwithstanding the above, our singular focus for fiscal 2016 will be to position the Company to generate positive quarterly EBITDA.  We believe the value of our Company will be determined not just by how well we build our brand, but by how effectively we grow future earnings.   I believe investors want to see us focused on profitable growth.  I also believe that the strategy we have outlined below will position the Company to achieve this goal in the quarters to come.

Corporate Organization Around Three Pillars

We have organized the Company around three key pillars of growth, all of which complement each other.  They are (1) domestic growth, (2) international expansion, and (3) an online subscription/ retail model.  We’ve ensured that every single person in our organization is contributing to building each of these three very distinct verticals.

Domestic

Domestic grocery is the core focus of the Company.  Our strategy is to continue expanding into key accounts, building upon the base we already have in place by driving consumer trials across all of our accounts.

In the previous year, we split our spending between slotting fees and trade spending.  In the upcoming year, we plan to spend our resources on trade spending and consumer outreach programs.  Along with our launch of EcoCupsTM in the second quarter of calendar 2015, we plan to create a significant boost to our on-shelf turn rate, providing a return on our slotting dollar investments.  We believe that EcoCups will not only help improve our turn rate, but will bring in new consumers who are concerned with sustainability issues associated with single serve coffee products.

The Company is currently on approximately 7,150 shelves with an average of 5.2 distinct products per store.  We are authorized to be in another 10,000 stores in the US.  Through our partnership with Mother Parkers we expect to be in over 2,000 stores by the end of the year in Canada and expect our products to be available in most major retailers in that market.

International Distribution

Our international distribution is the second key pillar to the Company’s growth.  As we continue to grow our operations in the U.S., we are attracting investments from top operators around the world.  Next year, we will focus international expansion in four key markets:  Canada, the United Kingdom, Chile and South Korea.

In the United Kingdom, we recently won two very prestigious awards. Our “One Love Organic Arabica Roast Coffee” was voted the winner of the 2014 Soil Association Organic Awards in the "Non-alcoholic Drinks" category.  A few weeks later we won the "Highly Commended" Award in the Coffee Category at the Quality Food Awards.  These awards are a catalyst to faster growth and we believe they will aid in our goal to gain placement at large retailers in the United Kingdom.  We view our potential growth in the United Kingdom similarly to our US growth trajectory two years ago. We built a loyal base at key retailers and proved demand for our products, then moved our way up to larger retailers. We believe our United Kingdom division will achieve comparable growth.

Our UK group is also expanding into OCS and the Food Service industry by introducing Nespresso compatibles and RealCupsTM.  Recently, the division won the contract to provide a Marley Coffee concession inside Facebook’s London headquarters. This is the largest Marley Coffee concession in the UK and is a significant step forward for our brand.

Our distributors in Santiago, Chile have done a tremendous job building out our brand there locally.  They are also expanding into other parts of South America for the Company. We expect this division to be around $1 million in gross revenues in the next fiscal year.

South Korea is probably one of the most exciting new markets for the Company.  From a coffee culture perspective, the South Korean market is considered very advanced. We have brought on a world-class operator and distributor to bring our products into retail.

Beyond our four major markets, the Company has added distribution in a number of countries.  In Mexico and Colombia, we distribute through City Farm Coffee. Initially, City Farm will focus on distributing Marley Coffee to the food service sector and to convenience stores, a popular venue for coffee customers in both countries.  We plan to move into retail in the near future.  The Company will also be installing a few dozen RealCup single-serve brewers to test the viability of this single-serve platform for offices.

We are also starting to test the markets in Australia and South Africa.

We believe we are able to attract great distributors because people love our coffee and our story.  Our international accounts provide our best margins because our distributors pay up front and market our product within their territories on behalf of the Company.

Online Coffee Subscription

The third pillar of our growth strategy and one where we will have direct contact with our customers is our eCommerce strategy.  Specifically, we are approximately a week away from launching an innovative Coffee of the Month subscription service at www.MarleyCoffee.com.  We believe we can provide a unique proposition to our consumers compared to our competitors.  Our goal is to capitalize on the exclusive Marley brand to merchandise our award-winning coffees. For some time, we’ve been pushing our natural website traffic (approximately 20,000 unique hits per month) to partner sites that carry our product, but we’ve now decided to build an infrastructure to specifically handle our eCommerce.

Innovation Pipeline

Alongside our pillars, we still have an innovation pipeline in place that we believe will complement the products we already have in the market.

We recently announced that the Company’s RealCups are now available for brewing in all single serve Keurig K-Cup® style brewers, including the new Keurig® K2.0 with reader technology. In the second quarter of calendar 2015, we plan to make our EcoCups available for purchase at retail.  We believe EcoCups are the first complete solution to recycling single serve capsules and will play a critical role in resolving the waste concerns from the 10 billion K-Cups consumed per year.  We are more confident than ever with our strategy of partnering with Mother Parkers.  The RealCup system offers a taste profile that we believe is only rivalled by a French press.   We believe Mother Parker’s technology and investment in sustainability will carry us into the next generation of coffee products.

We are also investing in innovation to support growth in other areas such as “cold” and carbonated single serve systems.  Like our competitors, we believe in the long-term growth potential of cold single-serve brewing systems in both North America and globally.  To position the brand on this path, we have signed licensing deals with both Bevyz and Sparkling Drink Systems to develop products for use in various cold beverage platforms.

In the first quarter of calendar 2015 we expect to begin testing our Nespresso compatible capsules. We believe our Nespresso capsules will do well with specialty retailers, the online space and our international partners where the Nespresso brewer has greater market penetration.

Share Price Volatility

I won’t be coy.  It has been a roller coaster ride with respect to our share price over the last year.  We were riding a market high a year ago only to see the value of our shares slip over the past year.  I know some shareholders are disappointed, but let me assure you during that time, we never took a shortcut to building long-term value.  We have remained bold.  We have partnered with the best in the industry and more importantly, we have invested in opportunities we believe will generate long-term growth for the Company.

Outlook on the Remainder of Fiscal 2015 and 2016

We believe that we now have retail shelf space and the momentum to drive solid revenue growth in the future. Recently, our largest supplier for our cost of goods sold has extended us short-term credit, which we believe will provide the company sufficient capital to run operations and grow the business for another year.

Our objective is to continue building a leading-edge, fast-growth beverage company.  We see a clear path to generating $20 million in gross revenues next fiscal year while benefitting from a stronger foundation for even more growth in future years.

We are also investigating uplisting to a national exchange if our performance metrics, share price and other requirements meet applicable uplisting criteria.

Conclusion

We will continue to tell our story and deliver what we believe is an exceptional experience to consumers to further our effort to become the best coffee company in the world.  Our ability to expand rapidly at home and abroad, within so many verticals will, we believe, set our firm and brand apart, giving us an advantage to achieve our strategic goals.

We are competing among billion-dollar giants, but we are encouraged that a company with resources like ours, and committed individuals such as our employees, can achieve such positive results in a relatively short period of time.  Our products continue to generate rave reviews from consumers and industry experts and we will leverage that unique appeal into every vertical we participate in.”

Forward-Looking Statement

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

Contact:

Marley Coffee         

303-396-1756                   

JAMMIN JAVA CORP.

CONDENSED BALANCE SHEETS

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

JAMMIN JAVA CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

 

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Subsequent Events (Details) (Subsequent Event [Member], USD $)	0 Months Ended
	Dec. 04, 2014
Anh Tran [Member]
Subsequent Event [Line Items]
Bonuses awarded via the issuance of shares of common stock	$ 50,000
Shares of common stock for payment of bonuses	263,157
Brent Toevs [Member]
Subsequent Event [Line Items]
Bonuses awarded via the issuance of shares of common stock	50,000
Shares of common stock for payment of bonuses	263,157
Rohan Marley [Member]
Subsequent Event [Line Items]
Bonuses awarded via the issuance of shares of common stock	$ 50,000
Shares of common stock for payment of bonuses	263,157

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Stock Options (Schedule of Stock Option Activity) (Details) (USD $)	9 Months Ended
	Oct. 31, 2014
Number of shares:
Outstanding, beginning	17,260,000
Granted	820,000
Exercised	(50,000)
Forfeited and canceled	(200,000)
Outstanding, ending	17,830,000
Exercisable	9,965,829
Weighted-Average Exercise Price
Outstanding, beginning	$ 0.35
Granted
Exercised	$ (0.16)
Forfeited and canceled
Outstanding, ending	$ 0.35
Exercisable	$ 0.34
Weighted Average Remaining Contractual Term:
Weighted Average Remaining Contractual Term of Options outstanding	3 years 6 months 18 days
Weighted Average Remaining Contractual Term of Options exercisable	3 years 3 months 11 days

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Going Concern and Liquidity (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2014
Going Concern And Liquidity [Abstract]
Net loss	$ 2,939,838	$ 1,378,551	$ 7,868,113	$ 2,512,277
Accumulated deficit	$ 21,630,961		$ 21,630,961		$ 13,762,848

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Commitments and Contingencies (Details) (Building located at 4730 Tejon Street, Denver, Colorado 80211 [Member], USD $)	9 Months Ended
	Oct. 31, 2014 sqft
Building located at 4730 Tejon Street, Denver, Colorado 80211 [Member]
Operating Leased Assets [Line Items]
Lease expiration date	Jul. 31, 2016
Square footage of building held under operating lease agreement	4,800
Lease term	36 months
Annual rental increase percentage during the first three years per terms of lease agreement	4.00%
Monthly rent amount due from August 1, 2014 to July 31, 2015	$ 8,172
Monthly rent amount due from August 1, 2015 to July 31, 2016	8,499
Monthly rent amount due from August 1, 2016 to July 31, 2017	$ 8,839

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Inventories

9 Months Ended

Oct. 31, 2014

Inventories [Abstract]

Inventories

Note 4 – Inventories

Inventories were comprised of:

	October 31,		January 31,
	2014		2014
Finished Goods - Coffee	$	64,556		$	354,932
	$	64,556		$	354,932

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Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Years Ending January 31,
2015	$ 12,167
2016	49,915
2017	49,915
2018	49,915
2019	49,915
Thereafter	451,089
Total Intangibles subject to amortization	$ 662,916	$ 704,526

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Intangible Assets (Schedule of Amortization Expense) (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Intangible Amortization Expense	$ 14,781	$ 12,166	$ 41,610	$ 36,500
License Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Amortization Expense	12,169	12,166	36,500	36,500
Intangible asset, useful life			15 years	15 years
Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Amortization Expense	$ 2,612		$ 5,110
Intangible asset, useful life			10 years	10 years

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Notes Payable (Details) (USD $)	3 Months Ended	1 Months Ended
	Jun. 18, 2013	Oct. 31, 2012	Oct. 19, 2012
Ironridge Transaction #1 Notes Payable [Member]
Debt Instrument [Line Items]
Outstanding liabilities related to shares issued for debt purchased by Ironridge Global IV	$ 100,000
Shares issued for debt purchased by Ironridge	588,235
Revolving Note [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			2,000,000
Amount borrowed			$ 350,000
Agreement date		Oct. 19, 2012
Maturity date		Oct. 18, 2013
Interest rate			12.00%
Interest rate when in default		18.00%

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Related Party Transactions (Details) (Marley Coffee Ltd - Rohan Marley [Member], USD $)	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2014
Marley Coffee Ltd - Rohan Marley [Member]
Related Party Transaction [Line Items]
Purchase from related parties	$ 290,258	$ 768,960
Ownership percentage in Marley Coffee Ltd.	25.00%		25.00%

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Going Concern and Liquidity

9 Months Ended

Oct. 31, 2014

Going Concern And Liquidity [Abstract]

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 $2,939,838 and $7,868,113 for the three and nine months ending October 31, 2014, and has an accumulated deficit since inception of $21,630,961. The Company has a history of losses and has only recently begun to generate revenue as part of its principal operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The operations of the Company have primarily been funded by the issuance of its common stock. The Company may, in the future, need to secure additional funds through future equity sales. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

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

There can be no assurance that the Company will be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet its current obligations. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2014 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company's ability to continue as a going concern.

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Stock Options (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2014	Aug. 05, 2011	Oct. 14, 2012	Sep. 10, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable	9,965,829	9,965,829
Options outstanding	17,830,000	17,830,000		17,260,000
Share-based compensation	$ 368,938	$ 1,459,032	$ 741,104
Remaining amount of unamortized stock option expense	2,452,234	2,452,234
Number of options exercisable outside the three plans	333,333	333,333
Intrinsic value of stock options outstanding	665,000	665,000	611,833
Intrinsic value of stock options outstanding	$ 665,000	$ 665,000	$ 611,833
2011 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan					20,000,000
Number of options granted	3,666,667	3,666,667
2012 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan						12,000,000
Number of stock options issued		5,649,812
Number of options granted	5,350,000	5,350,000
Exercisable	3,216,667	3,216,667
2013 Equity Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under equity compensation plan							12,000,000
Number of stock options issued		8,480,000
Number of options granted	8,480,000	8,480,000
Exercisable	2,749,162	2,749,162

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

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Basis of Presentation

9 Months Ended

Oct. 31, 2014

Basis of Presentation [Abstract]

Basis of Presentation

Note 1.  Basis of Presentation

The accompanying unaudited interim financial statements of Jammin Java Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company's Annual Report on Form 10-K have been omitted. The accompanying balance sheet at October 31, 2014 has been derived from the audited balance sheet at January 31, 2014 contained in such Form 10-K.

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

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Warrants (Schedule of Warrants) (Details) (Subscription Agreement with Mother Parkers Tea & Coffee Inc. [Member], USD $)	9 Months Ended
	Oct. 31, 2014
Subscription Agreement with Mother Parkers Tea & Coffee Inc. [Member]
Number of Shares
Warrants outstanding at the beginning of the period
Granted	7,333,529
Warrants outstanding at the end of the period	7,333,529
Weighted Average Exercise Price
Warrants outstanding at the beginning of the period
Granted	$ 0.34
Warrants outstanding at the end of the period	$ 0.34
Weighted Average Remaining Contract Term
Warrants outstanding at the end of the period	2 years 6 months 14 days

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Stock Options (Tables)

9 Months Ended

Oct. 31, 2014

Stock Options [Abstract]

Schedule of Stock Option Activity

Activity in stock options during the nine month period ended October 31, 2014

	Number of			Weighted Average			Remaining Contract
	Shares			Exercise Price			Term (# years)
Outstanding at February 1, 2014		17,260,000		$	0.35
Granted		820,000			-
Exercised		(50,000	)		(0.16	)
Forfeited and canceled		(200,000)			-
Outstanding at October 31, 2014		17,830,000		$	0.35			3.55
Exercisable at October 31, 2014		9,965,829		$	0.34			3.28

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Settlement of Liabilities with Ironridge (Details) (USD $)	9 Months Ended		3 Months Ended		0 Months Ended	1 Months Ended	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jun. 18, 2013	Sep. 12, 2013	Sep. 15, 2014	Aug. 31, 2014	Oct. 31, 2014	Jan. 31, 2014	Mar. 06, 2013	May 24, 2013	Sep. 12, 2014	Oct. 26, 2013
Loss on settlement of liabilities		$ 1,120,593
Shares Due To Ironridge								369,589
Ironridge Transaction #1 [Member]
Accounts payable and accrued expenses purchased by Ironridge Global IV			1,017,744
Shares issued for settlement of debt			7,000,000
Aggregate trading volume amount, not to exceed			10,000,000
Aggregate value of initial issuance			1,068,631
Percentage of claim amount			105.00%
Closing price of Company's stock									$ 0.35
Share price reduction used in calculation									$ 0.01
Percentage of closing price									80.00%
Maximum percentage ownership by Ironbridge and its affiliates									9.99%
Number of common shares owed			5,353,512
Number of shares to be returned by Ironridge			1,646,488
Loss on settlement of liabilities	1,800,141	728,294
Ironridge Transaction #2 [Member]
Accounts payable and accrued expenses purchased by Ironridge Global IV				1,278,058
Shares issued for settlement of debt				5,000,000
Aggregate trading volume amount, not to exceed				20,000,000
Aggregate value of initial issuance				1,278,058
Percentage of claim amount				105.00%
Closing price of Company's stock										$ 0.32
Share price reduction used in calculation										$ 0.01
Percentage of closing price										80.00%
Amount used in settlement calculation										1,019,390
Maximum percentage ownership by Ironbridge and its affiliates										9.99%
Number of common shares owed				5,406,337
Number of shares owed to Ironridge				406,337
Loss on settlement of liabilities
Ironridge Transaction #3 [Member]
Accounts payable and accrued expenses purchased by Ironridge Global IV							2,499,372
Shares issued for settlement of debt					5,000,000	3,853,555	5,000,000
Aggregate trading volume amount, not to exceed							50,000,000
Aggregate value of initial issuance							2,624,340
Percentage of claim amount							105.00%
Closing price of Company's stock												$ 0.50
Share price reduction used in calculation												$ 0.01
Percentage of closing price												80.00%
Amount used in settlement calculation												1,358,299
Maximum percentage ownership by Ironbridge and its affiliates												9.99%
Percentage of restricted shares												5.00%
Loss on settlement of liabilities							$ 3,931,134
Number of common shares dismissed in litigation settlement											5,000,000

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Business Overview and Summary of Accounting Policies (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Business Overview and Summary of Accounting Policies [Abstract]
Cash equivalents
Depreciation Expense	$ 26,227	$ 3,251	$ 75,045	$ 7,003
Number of shares excluded due to being antidilutive			14,141,025

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Business Overview and Summary of Accounting Policies

9 Months Ended

Oct. 31, 2014

Business Overview and Summary of Accounting Policies [Abstract]

Business Overview and Summary of Accounting Policies

Note 2.  Business Overview and Summary of Accounting Policies

Jammin Java, doing business as Marley Coffee, is a United States (U.S.)-based company that provides sustainably grown, ethically farmed and artisan roasted gourmet coffee through multiple U.S. and international distribution channels, using the Marley Coffee brand name. U.S. and international grocery retail channels have become the Company's largest revenue channels, followed by online retail, office coffee services (referred to herein as OCS), food service outlets and licensing. The Company intends to continue to develop these revenue channels and achieve a leadership position in the gourmet coffee space by capitalizing on the global recognition of the Marley name through the licensing of the Marley Coffee trademarks.

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

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

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

The Company utilizes the following hierarchy in fair value measurements:

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

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

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

Cash. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2014, the Company had no cash equivalents. Additionally, no interest income was recognized for the three and nine months endedOctober 31, 2014, respectively. As of October 31, 2014, the Company held no auction rate securities.

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

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

Allowance for Doubtful Accounts.  The Company does not require collateral from its customers with respect to accounts receivable. The Company determines any required allowance by considering a number of factors, including the length of time accounts receivable are past due. The Company's policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections.  Accordingly, the Company has determined that no allowance for doubtful accounts was required at October 31, 2014.

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of October 31, 2014, the Company determined that no reserve was required.

Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years.

Depreciation was $26,227 and $75,045­­ for the three and nine months ending October 31, 2014, respectively. Depreciation was $3,251 and $7,003 for the three and nine months ending October 31, 2013, respectively.

Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. The license agreement is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of the license and determined that no impairment existed at January 31, 2014 or 2013.

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

Goodwill. Goodwill arose from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In performing our goodwill impairment analysis, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit's fair value, we perform the second step of the analysis, which involves comparing the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill, the difference of which represents the impairment loss. The determination of the reporting unit's fair value requires significant judgment and is based on management's best estimate. We generally use valuation techniques based on our market capitalization and multiples of revenue for similar companies. In addition, management may consider the reporting unit's expected future earnings, and a control premium, which is the amount that a buyer is willing to pay over the current market price of a company as indicated by the traded price per share (i.e., market capitalization), in order to acquire a controlling interest.

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

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

Earnings or Loss Per Common Share. Basic earnings per common share equals net earnings or loss divided by the weighted average of shares outstanding during the year. Diluted earnings per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the three and nine months endedOctober 31, 2014 and 2013, respectively. The number of shares excluded due to being antidilutive at October 31, 2014 was 14,141,025 shares.

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

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CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Oct. 31, 2014	Jan. 31, 2014
CONDENSED BALANCE SHEETS [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,112,861,525	5,112,861,525
Common stock, shares issued	123,986,472	104,085,210
Common stock, shares outstanding	123,986,472	104,085,210

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Concentration of sales and segmented disclosure

9 Months Ended

Oct. 31, 2014

Concentration of sales and segmented disclosure [Abstract]

Concentration of sales and segmented disclosure

Note 12 - Concentration of sales and segmented disclosure:

For the three months endedOctober 31, 2014, the majority of the Company's revenue was generated from various customers – two customers (who are distributors of our products) consisted of 53% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The two customers with sales greater than 10% of revenues were: United Natural Foods Inc. (30%) and Kehe (23%).

For the nine months endedOctober 31, 2014, the majority of the Company's revenue was generated from various customers – three customers (who are distributors of our products) consisted of 51% of our revenues with no other customer contributing more than 10% of our total revenues in the period.  The three customers with sales greater than 10% of revenues were: United Natural Foods Inc. (27%), Mother Parker's Tea and Coffee (12%) and Kehe (12%).

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Document and Entity Information	9 Months Ended
	Oct. 31, 2014	Dec. 05, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	JAMMIN JAVA CORP.
Entity Central Index Key	0001334586
Document Type	10-Q
Document Period End Date	Oct. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		124,775,943
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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Subsequent Events

9 Months Ended

Oct. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 13 – Subsequent Events

 
Management evaluated all subsequent events through the date that the financial statements were filed with the Securities and Exchange Commission, and concluded that no additional subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

On December 4, 2014, the Company's Board of Directors awarded bonuses of $50,000 to each of Anh Tran, Brent Toevs, and Rohan Marley for services rendered during the 2015 fiscal year as officers and directors of the company. The bonuses were paid via the issuance of 263,157 shares of common stock to each of Messrs. Tran, Toevs and Marley which shares were issued pursuant to the Company's 2012 Stock Incentive Plan and as free trading pursuant to the Company's Form S-8 Registration Statement, filed with the Securities and Exchange Commission on November 13, 2012 and amended on October 17, 2013.

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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
CONDENSED STATEMENTS OF OPERATIONS [Abstract]
Revenue:	$ 2,841,504	$ 2,277,290	$ 7,061,287	$ 4,873,220
Discounts and allowances	(324,300)	(84,172)	(344,560)	(257,615)
Net revenue	2,517,204	2,193,118	6,716,727	4,615,605
Cost of sales:
Cost of sales products	1,766,469	1,382,067	5,018,088	2,833,587
Total costs of sales	1,766,469	1,382,067	5,018,088	2,833,587
Gross Profit - Products	750,735	811,051	1,698,639	1,782,018
Operating Expenses:
Compensation and benefits	1,055,159	686,241	3,234,393	1,373,394
Selling and marketing	677,122	15,777	2,387,360	139,709
General and administrative	603,744	758,635	2,144,390	1,627,383
Total operating expenses	2,336,025	1,460,653	7,766,143	3,140,486
Other income (expense):
Other income (expense)	(1,353,608)	(728,705)	(1,799,547)	(1,044,891)
Interest expense	(940)	(244)	(1,062)	(108,918)
Total other income (expense)	(1,354,548)	(728,949)	(1,800,609)	(1,153,809)
Net Loss	$ (2,939,838)	$ (1,378,551)	$ (7,868,113)	$ (2,512,277)
Net loss per share:
Basic and diluted loss per share	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.03)
Weighted average common shares outstanding - basic and diluted	123,234,667	96,466,602	116,934,147	90,255,429

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Related Party Transactions

9 Months Ended

Oct. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 - Related Party Transactions

Transactions with Marley Coffee Ltd.

During the nine months ending October 31, 2014 and 2013, the Company made purchases of $290,258 and $768,960, respectively, from Marley Coffee Ltd. ("MC") a producer of Jamaican Blue Mountain coffee that the Company purchases in the normal course of its business. The Company directs these purchases to third-party roasters for fulfillment of sales orders. The Company's Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC.

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Notes Payable

9 Months Ended

Oct. 31, 2014

Notes Payable [Abstract]

Notes Payable

Note 6 – Notes Payable

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

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

The Credit Agreement and Revolving Note were terminated in connection with the March 2013 Stipulation (Ironridge) Transaction#1), described in Note 10, pursuant to which Ironridge purchased the outstanding debt which we owed to TCA and also purchased $100,000 of outstanding liabilities relating to 588,235 shares of our common stock originally issued to TCA, which shares TCA returned to the Company and cancelled in May 2013. See Note 10 for further details.

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Warrants (Tables)

9 Months Ended

Oct. 31, 2014

Warrants [Abstract]

Schedule of warrants

	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price		Term (# years)
Warrants outstanding at February 1, 2014		-	$	-
Granted		7,333,529		0.34
Warrants outstanding at October 31, 2014		7,333,529	$	0.34	2.54

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Business Overview and Summary of Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2014

Business Overview and Summary of Accounting Policies [Abstract]

Reclassifications

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

Use of Estimates in Financial Statement Preparation

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

Cash. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2014, the Company had no cash equivalents. Additionally, no interest income was recognized for the three and nine months endedOctober 31, 2014, respectively. As of October 31, 2014, 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's policy is to provide reserves for accounts receivable when they become uncollectible. Historically, the Company has experienced minimal losses from collections.  Accordingly, the Company has determined that no allowance for doubtful accounts was required at October 31, 2014.

Inventories

Inventories. Inventories are stated at the lower of cost or market. Cost is computed using weighted average cost on a first-in, first-out basis. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future needs. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As of October 31, 2014, the Company determined that no reserve was required.

Property and Equipment

Property and Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs, as incurred, are charged to expense. Renewals and enhancements which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are three years.

Depreciation was $26,227 and $75,045­­ for the three and nine months ending October 31, 2014, respectively. Depreciation was $3,251 and $7,003 for the three and nine months ending October 31, 2013, respectively.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets. Long-lived assets consist primarily of a license agreement that was recorded at the estimated cost to acquire the asset. The license agreement is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values. Management evaluated the carrying value of the license and determined that no impairment existed at January 31, 2014 or 2013.

Stock-Based Compensation

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

Goodwill

Goodwill. Goodwill arose from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase and is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In performing our goodwill impairment analysis, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the estimated fair value of our single reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit's fair value, we perform the second step of the analysis, which involves comparing the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill, the difference of which represents the impairment loss. The determination of the reporting unit's fair value requires significant judgment and is based on management's best estimate. We generally use valuation techniques based on our market capitalization and multiples of revenue for similar companies. In addition, management may consider the reporting unit's expected future earnings, and a control premium, which is the amount that a buyer is willing to pay over the current market price of a company as indicated by the traded price per share (i.e., market capitalization), in order to acquire a controlling interest.

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 and nine months endedOctober 31, 2014 and 2013, respectively. The number of shares excluded due to being antidilutive at October 31, 2014 was 14,141,025 shares.

Recently Issued Accounting Pronouncements

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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Settlement of Liabilities with Ironridge

9 Months Ended

Oct. 31, 2014

Settlement Of Liabilities With Ironridge [Abstract]

Settlement of Liabilities with Ironridge

Note 10 – Settlement of Liabilities with Ironridge

Ironridge Transaction #1

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

The shares issued in Initial Issuance #1 were subject to adjustment as provided below:

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

• If at any time during Calculation Period #1 Initial Issuance #1 was less than any reasonable possible Final Amount #1 or a daily volume weighted average price was below 80% of the closing price on the day before Issuance Date #1, Ironridge could request that the Company reserve and issue additional shares of Common Stock (“True Up Shares”), provided that no additional shares of common stock were requested.

• At the end of Calculation Period #1, if the sum of Initial Issuance #1 and any True-Up Shares did not equal the Final Amount #1, adjustments were to be made to the shares of Common Stock issued pursuant to Stipulation #1 and either additional shares were to be issued to Ironridge or Ironridge was required to return shares to the Company for cancellation.

The Stipulation #1 provided that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock.  The Company also agreed pursuant to Stipulation #1 that (a) until at least one half of the total trading volume for Calculation Period #1 had traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #1 was approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #1 was approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes (except for shares issuable to TCA Global Credit Master Fund, LP).

The Calculation Period #1 was satisfied as of June 18, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge. The final number of shares owed was 5,353,512, resulting in 1,646,488 shares of the initial 7,000,000 shares issued being returned by Ironridge and cancelled by the Company in July 2013.

For the nine months ending October 31, 2014 and 2013, the Company, in connection with the above transaction, recorded a loss on extinguishment of debt in the amount of $1,800,141 and $728,294, respectively, which equaled the difference in the fair value of the shares issued to and the obligations assumed by Ironridge.

Ironridge Transaction #2

On May 24, 2013, pursuant to an order setting forth a stipulated settlement (“Order #2” and “Stipulation #2”) issued by the Court, Ironridge, who had previously purchased a total of an additional $1,278,058 in accounts payable and accrued expenses (“Claim #2”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #2”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys' fees.

The shares issued in Initial Issuance #2 were subject to adjustment as provided below:

• From the date of Stipulation #2 until that number of consecutive trading days following Issuance Date #2 required for the aggregate trading volume of the Common Stock to exceed $20,000,000 (“Calculation Period #2”), Ironridge will retain that number of shares of Common Stock of the Initial Issuance #2 (“Final Amount #2”) with an aggregate value equal to (a) $1,278,058 (105% of Claim Amount #2), plus reasonable attorney's fees and expenses, divided by (b) 80% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #2 (which closing price was $0.32 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #2, less $0.01 per share (“Share Price #2”) and (b) the positive difference, if any, between (i) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during Calculation Period #2, and (ii) $1,019,390 divided by 80% of the average of the lowest five volume weighted average prices during the period from March 4, 2013 to May 24, 2013.

• If at any time during Calculation Period #2 Initial Issuance #2 is less than any reasonable possible Final Amount #2 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #2, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge's account in electronic form and fully cleared for trading, Calculation Period #2 shall be extended by one trading day.

• At the end of Calculation Period #2, if the sum of Initial Issuance #2 and any True-Up Shares does not equal Final Amount #2, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #2 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation.

Stipulation #2 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock.  The Company also agreed pursuant to Stipulation #2 that (a) until at least one half of the total trading volume for Calculation Period #2 has traded, the Company would not, directly or indirectly, enter into or effect any split or reverse split of Common Stock; (b) until at least thirty days from the date Order #2 is approved, the Company would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement; and (c) until at least six months from the date Order #2 is approved, the Company would not, directly or indirectly, issue or sell any free trading securities for financing purposes.

The Calculation Period #2 was satisfied as of September 12, 2013, at which time a final adjustment was made to the number of shares owed to Ironridge. The final number of shares owed was 5,406,337, resulting in 406,337 additional shares being owed to Ironridge.

No loss on extinguishment was recorded by the Company, in connection with the above transaction, for the nine months endedOctober 31, 2014 and 2013.

Ironridge Transaction #3

On October 26, 2013, pursuant to an order setting forth a stipulated settlement (“Order #3” and “Stipulation #3”) issued by the Court, Ironridge, who had previously purchased an additional total of $2,499,372 in accounts payable and accrued expenses (“Claim #3”) owed by us to various parties, was issued 5,000,000 shares of our common stock (“Initial Issuance #3”) in satisfaction of such accounts payable and accrued expenses, which amount came off our balance sheet and was legally released. The accounts payable and accrued expenses represented amounts originally owed by us to various creditors in connection with trade payables, the purchase of property and equipment, prior credit agreements, and attorneys' fees.

The shares issued in Initial Issuance #3 were subject to adjustment as provided below:

• From the date of Stipulation #3 until that number of consecutive trading days following Issuance Date #3 required for the aggregate trading volume of the Common Stock to exceed $50,000,000 (“Calculation Period #3”), Ironridge will retain that number of shares of Common Stock of Initial Issuance #3 (“Final Amount #3”) with an aggregate value equal to (a)(i) $2,624,340 (105% of Claim Amount #3), plus reasonable attorney's fees and expenses, (ii) divided by 80% of the following:  the closing price of the Common Stock on the trading day immediately preceding the date of entry of Order #3 (which closing price was $0.50 per share), not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during Calculation Period #3, less $0.01 per share; and (b) the sum of (i) the positive difference, if any, between (A) $1,358,299.08 divided by 80% of the average of the lowest five individual daily volume weighted average prices during Calculation Period #3, and (B) $1,358,299 divided by 80% of the average of the lowest five individual daily volume weighted average prices during the period from May 24, 2013 to the date of entry of Order #3, and (ii) the positive difference, if any, between (A) the sum of one and a half times Initial Issuance #3, and (B) the number of shares otherwise owed pursuant to the foregoing.

• If at any time during Calculation Period #3 Initial Issuance #3 is less than any reasonable possible Final Amount #3 or a daily volume weighted average price is below 80% of the closing price on the day before Issuance Date #3, Ironridge may request that the Company reserve and issue True-Up Shares as soon as possible, and in any event, within one trading day. For each day after Ironridge requests issuance that shares are not, for any reason, received into Ironridge's account in electronic form and fully cleared for trading, Calculation Period #3 shall be extended by one trading day.

• At the end of Calculation Period #3, if the sum of Initial Issuance #3 and any True-Up Shares does not equal Final Amount #3, adjustments shall be made to the shares of Common Stock issued pursuant to Stipulation #3 and either additional shares shall be issued to Ironridge or Ironridge shall return shares to the Company for cancellation. Stipulation #3 provides that at no time shall shares of Common Stock be issued to Ironridge and its affiliates which would result in them owning or controlling more than 9.99% of the Company's outstanding Common Stock and with regard to at least 5% of Final Amount #3, Ironridge shall not sell any shares of Common Stock issuable in connection with such amount until at least six months after entry of Order #3.  We also agreed pursuant to Stipulation #3 that (a) until at least one half of the total trading volume for Calculation Period #3 has traded, we would not, directly or indirectly, enter into or effect any split or reverse split of our Common Stock; and (b) until at least thirty days from the date Order #3 is approved, we would not, directly or indirectly, issue any securities pursuant to a Form S-8 registration statement.  Until at least 180 days after the end of Calculation Period #3, (a) we agreed that we would not issue, sell or agree to issue or sell any securities to any person other than Ironridge or its affiliates, except for:  (A) common stock, options or warrants to employees, officers, consultants or directors pursuant to Employee Stock Ownership Plans, or (B) restricted common stock, in transactions with strategic industry, business or operating partners that provide benefits other than the investment of funds, issued at a fixed price not subject to any adjustment, reset or variable element of any kind.

Through October 31, 2014, the Company, in connection with the above transaction, recorded an estimated loss on extinguishment of debt in the amount of $3,931,134 which equaled the difference in the fair value of the shares issued and the obligations assumed by Ironridge.The Company issued 3,853,555 shares in August 2014 and 5,000,000 shares in final settlement of the transaction on September 15, 2014.  As of October 31, 2014 there was no remaining liability to Ironridge.

Effective September 12, 2014, the Company and Ironridge agreed to a Stipulation to Modify Prior Order For Approval of Stipulation For Settlement of Claims and an Order Modifying Prior Order For Approval of Stipulation For Settlement of Claims (collectively, the “Settlement”) with the Court, pursuant to which the parties agreed to settle all outstanding obligations of the Company to issue additional shares of common stock to Ironridge in connection with further true-ups under Order #3 and Stipulation #3 in consideration for the issuance to Ironridge of 5,000,000 shares of common stock. As a result of the Settlement, no additional shares will be owed by the Company to Ironridge and the restrictions on the Company's ability to sell and issue additional shares of common stock (as described above) in connection with Order #3 and Stipulation #3 or otherwise were terminated.

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Stock Options

9 Months Ended

Oct. 31, 2014

Stock Options [Abstract]

Stock Options

Note 8 – Stock Options

Activity in stock options during the nine month period ended October 31, 2014

	Number of			Weighted Average			Remaining Contract
	Shares			Exercise Price			Term (# years)
Outstanding at February 1, 2014		17,260,000		$	0.35
Granted		820,000			-
Exercised		(50,000	)		(0.16	)
Forfeited and canceled		(200,000)			-
Outstanding at October 31, 2014		17,830,000		$	0.35			3.55
Exercisable at October 31, 2014		9,965,829		$	0.34			3.28

Share-based Compensation:

On August 5, 2011, the Board approved the 2011 Equity Compensation Plan (the “2011 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2011 Equity Compensation Plan provides that no more than 20 million shares of the Company's common stock may be issued pursuant to awards under the 2011 Equity Compensation Plan, which has not been approved by the shareholders of the Company to date.  The shares of common stock issuable under the 2011 Equity Compensation Plan have not been registered with the Securities and Exchange Commission.  As of October 31, 2014, 3,666,667 options had been granted for the purchase of common stock, all of which were exercisable under the 2011 Equity Compensation Plan.

On October 14, 2012, the Board approved the 2012 Equity Compensation Plan (the “2012 Equity Compensation Plan”). The Equity Compensation Plan authorizes the issuance of a variety of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and stock awards. The 2012 Equity Compensation Plan provides that no more than 12 million shares of the Company's common stock may be issued pursuant to awards under the 2012 Equity Compensation Plan. On November 13, 2012 (amended October 17, 2013), the Company registered the shares of common stock issuable under the 2012 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,649,812 shares of common stock had been issued and options to purchase 5,250,000 shares of common stock had been granted under the 2012 Equity Compensation Plan. Awards under the 2012 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 5,350,000 options to purchase shares of common stock had been granted, of those options 3,216,667 were exercisable under the 2012 Equity Compensation Plan.

Effective September 10, 2013, the Board of Directors approved and adopted the Company's 2013 Equity Incentive Plan (the “2013 Equity Compensation Plan”). The 2013 Equity Incentive Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, restricted units, stock appreciation rights, performance shares and other securities as described in greater detail in the 2013 Equity Incentive Plan, to the Company's employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Equity Incentive Plan. The 2013 Equity Compensation Plan provides that no more than 12 million shares of the Company's common stock may be issued pursuant to awards under the 2013 Equity Compensation Plan. On October 17, 2013, the Company registered the shares of common stock issuable under the 2013 Equity Compensation Plan on a registration statement on Form S-8 filed with the Securities and Exchange Commission. Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, options to purchase 8,480,000 shares of common stock had been issued under the 2013 Equity Compensation Plan. Awards under the 2013 Equity Compensation Plan may be made to employees, directors and consultants of the Company. As of October 31, 2014, 8,480,000 options to purchase shares of common stock had been granted, of those options  2,749,162 were exercisable under the 2013 Equity Compensation Plan.

During the three and nine months ended October 31, 2014 the Company recognized share-based compensation expenses totaling $368,938 and $1,459,032, respectively. The remaining amount of unamortized stock option expense at October 31, 2014 was $2,452,234.

There were also 333,333 options to purchase shares of common stock outside of the three plans mentioned above, all of which were exercisable as of October 31, 2014.

The intrinsic value of exercisable and outstanding options at October 31, 2014 and 2013 was $665,000 and $611,833, respectively.

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Warrants

9 Months Ended

Oct. 31, 2014

Warrants [Abstract]

Warrants

Note 9 - Warrants

Transaction with Mother Parkers

On April 24, 2014, the Company entered into a Subscription Agreement with Mother Parkers Tea & Coffee Inc. (“Mother Parkers” and the “Subscription”).  Pursuant to the Subscription, Mother Parkers purchased 7,333,529 units from the Company, each consisting of (a) one share of the Company's common stock, $0.001 par value per share (the “Shares”); and (b) one (1) warrant to purchase one share of the Company's common stock (the “Warrants” and collectively with the Shares, the “Units”) at a price per Unit equal to the fifty day weighted-average price per share of the Company's common stock on the OTCQB market, for the fifty trading days ending March 7, 2014 (the date the parties first discussed the transactions contemplated by the Subscription), which was $0.3409 (the “Per Unit Price”). The total purchase price paid for the Units was $2,500,000.

	Number of		Weighted Average		Remaining Contract
	Shares		Exercise Price		Term (# years)
Warrants outstanding at February 1, 2014		-	$	-
Granted		7,333,529		0.34
Warrants outstanding at October 31, 2014		7,333,529	$	0.34	2.54

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Commitments and Contingencies

9 Months Ended

Oct. 31, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 11 – Commitments and Contingencies

The Company's commitments and contingencies include the usual claims and obligations of a wholesaler and distributor of coffee products in the normal course of a business. The Company may be, from time to time, involved in legal proceedings incidental to the conduct of its business. The Company is not involved in any litigation or legal proceedings as of October 31, 2014, which would be deemed material.

On June 25, 2013, and effective August 1, 2013, the Company entered into a lease agreement for office space located at 4730 Tejon Street, Denver, Colorado 80211.  The office space encompasses approximately 4,800 square feet.  The lease has a term of 36 months expiring on July 31, 2016, provided that the Company has two additional three year options to renew the lease after the end of the initial term.  Rent during the first three year option period escalates at the rate of 4% per year (starting with the last monthly rental cost of the initial term of the agreement, described below), and rent during the second three year option period will be at a rental cost mutually agreed by the Company and the landlord.  Rent due under the initial term of the agreement is as follows:

• $8,172 per month from August 1, 2014 to July 31, 2015;

• $8,499 per month from August 1, 2015 to July 31, 2016; and

• $8,839 per month from August 1, 2016 to July 31, 2017.

Effective August 1, 2013, in connection with the Company's entry into the office space lease described above, the Company moved its principal place of business to Denver, Colorado.

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Warrants (Narrative) (Details) (USD $)	0 Months Ended
	Apr. 24, 2014	Oct. 31, 2014	Jan. 31, 2014
Warrants [Line Items]
Par value of shares of common stock that can be purchased with each unit (in dollars per share)		$ 0.001	$ 0.001
Subscription Agreement with Mother Parkers Tea & Coffee Inc. [Member]
Warrants [Line Items]
Units issued	7,333,529
Number of shares of common stock that can be purchased with each unit	1
Par value of shares of common stock that can be purchased with each unit (in dollars per share)	$ 0.001
Number of warrants that can be purchased with each unit	1
Number of shares of common stock that can be purchased with one warrants	1
Period used to calculate weighted-average price per share of the Company's common stock for issuance of units	50 days
Per Unit Price (in dollars per share)	$ 0.3409
Total purchase price paid by counterparty	$ 2,500,000

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Intangible Assets (Tables)

9 Months Ended

Oct. 31, 2014

Intangible Assets [Abstract]

Schedule of license agreements

Amortization expense consists of the following:

	October 31,		January 31,
	2014		2014
License Agreement	$	730,000	$	730,000
Intangible assets		49,900		49,900
Total	$	779,900	$	779,900
Accumulated amortization		(116,984)		(75,374)
Intangibles subject to amortization	$	662,916	$	704,526
Goodwill		88,162		88,162
Intangible assets	$	751,078	$	792,688

Schedule of amortization expense

Amortization expense consists of the following:

	Three Months Ended October 31,				Nine  MonthsEnded October 31,
	2014		2013		2014		2013
License Agreement	$	12,169	$	12,166	$	36,500	$	36,500
Intangible assets		2,612		-		5,110		-
Total Intangible Amortization Expense	$	14,781	$	12,166	$	41,610	$	36,500

Schedule of future amortization expense

Years Ending January 31,
2015	$	12,167
2016		49,915
2017		49,915
2018		49,915
2019		49,915
Thereafter		451,089
Total	$	662,916

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Inventories (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Inventories [Abstract]
Finished Goods - Coffee	$ 64,556	$ 354,932
Total inventory	$ 64,556	$ 354,932

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Cash Flows From Operating Activities:
Net loss	$ (7,868,113)	$ (2,512,277)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Common stock issued for services	336,147	860,840
Common stock issued to Ironridge for debt extinguishment	2,170,164
Share-based employee compensation	1,459,032	741,104
Depreciation	75,045	7,003
Amortization of license agreement	36,500	36,500
Amortization of intangible assets	5,110
Amortization of debt discount and deferred financing costs		43,490
Loss on settlement of liabilities		1,120,593
Changes in:
Accounts receivable	(885,218)	(2,246,185)
Notes receivable - related party	2,724	(2,724)
Inventory	290,376	(2,249,684)
Prepaid expenses and other current assets	1,132,502	(46,488)
Other assets - long term	(7,850)	(15,716)
Accounts payable	308,104	5,346,350
Accrued expenses	257,956	35,693
Accrued expenses - related party	(90,649)
Bank Overdraft		(8,931)
Derivative liability		(120,006)
Net cash provided by (used in) operating activities	(2,778,170)	989,562
Cash Flows From Investing Activities:
Purchases of property and equipment	(57,114)	(169,966)
Investment in restricted cash		65,382
Net cash used in investing activities	(57,114)	(104,584)
Cash Flows From Financing Activities:
Common stock issued for cash	2,500,000	196,000
Proceeds from sale of common stock		50,000
Repayment on notes payable - related party		(11,825)
Advances from related parties		2,371
Repayment on promissory note, net of financing costs		(350,000)
Financing on short term debt	(4,965)	34,890
Net cash provided by (used in) financing activities	2,495,035	(78,564)
Net change in cash	(340,249)	806,414
Cash at beginning of period	857,122
Cash at end of period	516,873	806,414
Supplemental Cash Flow Information:
Cash paid for interest		54,103
Non-Cash Transactions:
Financed insurance policy		12,414
Extinguishment of debt for stock		$ 4,747,771

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Intangible Assets

9 Months Ended

Oct. 31, 2014

Intangible Assets [Abstract]

Intangible Assets

Note 5 - Intangible Assets

 
Intangible assets include our License Agreement, and intangibles and goodwill arising from our BikeCaffe acquisition and Black Rock Beverage Services asset purchase. The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:

	October 31,		January 31,
	2014		2014
License Agreement	$	730,000	$	730,000
Intangible assets		49,900		49,900
Total	$	779,900	$	779,900
Accumulated amortization		(116,984)		(75,374)
Intangibles subject to amortization	$	662,916	$	704,526
Goodwill		88,162		88,162
Intangible assets	$	751,078	$	792,688

The amortization periods are fifteen years and ten years for the license agreement and intangible assets, respectively. Amortization expense consists of the following:

	Three Months Ended October 31,				Nine  MonthsEnded October 31,
	2014		2013		2014		2013
License Agreement	$	12,169	$	12,166	$	36,500	$	36,500
Intangible assets		2,612		-		5,110		-
Total Intangible Amortization Expense	$	14,781	$	12,166	$	41,610	$	36,500

Years Ending January 31,
2015	$	12,167
2016		49,915
2017		49,915
2018		49,915
2019		49,915
Thereafter		451,089
Total	$	662,916

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Intangible Assets (Schedule of Net Book Value of Intangible Assets) (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Intangible Assets [Abstract]
License Agreement	$ 730,000	$ 730,000
Intangible assets	49,900	49,900
Total	779,900	779,900
Accumulated amortization	(116,984)	(75,374)
Total Intangibles subject to amortization	662,916	704,526
Goodwill	88,162	88,162
Intangible assets	$ 751,078	$ 792,688

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Concentration of sales and segmented disclosure (Details) (Revenue [Member])	3 Months Ended	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2014
Concentration Risk [Line Items]
Concentration percentage	53.00%	51.00%
United Natural Foods, Inc. [Member]
Concentration Risk [Line Items]
Concentration percentage	30.00%	27.00%
Mother Parker's Tea and Coffee [Member]
Concentration Risk [Line Items]
Concentration percentage		12.00%
Kehe [Member]
Concentration Risk [Line Items]
Concentration percentage	23.00%	12.00%

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Inventories (Tables)

9 Months Ended

Oct. 31, 2014

Inventories [Abstract]

Schedule of inventory

Inventories were comprised of:

	October 31,		January 31,
	2014		2014
Finished Goods - Coffee	$	64,556		$	354,932
	$	64,556		$	354,932