UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2012
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |
For the transition period from ______ to ______
Commission file number:000-52161
Jammin Java Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 26-4204714 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
8200 Wilshire Beverly Hills, CA | 90211 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(323) 556-0746
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yesþ 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 þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ Noþ
At September 14, 2012, there were 76,744,150 shares of the issuer’s common stock outstanding.
EXPLANATORY NOTE
Jammin Java Corp. is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended July 31, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on September 14, 2012 (the “Original Filing Date”), to file Exhibit 10.7 to the Form 10-Q and to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
| 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 |
This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q. No other changes have been made to the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15 under the Exchange Act, the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment and are included as Exhibits 31.1, 31.2 and 32.1 hereto.
PART II - OTHER INFORMATION
Item 6. Exhibits.
Exhibit Number | Description | |
| 3.1.1 | Articles of Incorporation (incorporated by reference from Exhibit 3.1 to our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005). | |
| 3.1.2 | Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from Exhibit 3.1 to our Form 8-K/A, filed with the SEC on October 25, 2007). | |
| 3.1.3 | Articles of Merger (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on March 12, 2008). | |
| 3.1.4 | Articles of Merger (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on September 17, 2009). | |
| 3.1.5 | Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on March 4, 2010). | |
| 3.2 | Bylaws (incorporated by reference from Exhibit 3.2 to our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005). | |
| 10.1 | Credit Agreement with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.1 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.2 | Revolving Note with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.2 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.3 | Security Agreement with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.3 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.4 | Investment Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.4 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.5 | Registration Rights Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.5 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.6 | Securities Purchase Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.6 to our Form 8-K, filed with the SEC on August 2, 2012).
| |
| 10.7* | License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012.
| |
| 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 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certifications of the Principal Executive Officer and the Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
___________________
* Filed herewith
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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: October 4, 2012 | By: | /s/ Brent Toevs |
| Brent Toevs | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| JAMMIN JAVA CORP. | ||
| Dated: October 4, 2012 | By: | /s/ Anh Tran |
| Anh Tran | ||
| President, Secretary and Treasurer | ||
| (Principal Accounting Officer) | ||
INDEX TO EXHIBITS
Exhibit Number | Description | |
| 3.1.1 | Articles of Incorporation (incorporated by reference from Exhibit 3.1 to our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005). | |
| 3.1.2 | Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from Exhibit 3.1 to our Form 8-K/A, filed with the SEC on October 25, 2007). | |
| 3.1.3 | Articles of Merger (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on March 12, 2008). | |
| 3.1.4 | Articles of Merger (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on September 17, 2009). | |
| 3.1.5 | Certificate of Change Pursuant to NRS 78.209 (incorporated by reference from Exhibit 3.1 to our Form 8-K, filed with the SEC on March 4, 2010). | |
| 3.2 | Bylaws (incorporated by reference from Exhibit 3.2 to our Registration Statement on Form SB-2, filed with the SEC on August 3, 2005). | |
| 10.1 | Credit Agreement with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.1 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.2 | Revolving Note with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.2 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.3 | Security Agreement with TCA Global Credit Master Fund, LP (incorporated by reference from Exhibit 10.3 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.4 | Investment Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.4 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.5 | Registration Rights Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.5 to our Form 8-K, filed with the SEC on August 2, 2012). | |
| 10.6 | Securities Purchase Agreement with Fairhills Capital Offshore Ltd. (incorporated by reference from Exhibit 10.6 to our Form 8-K, filed with the SEC on August 2, 2012).
| |
| 10.7* | License Agreement with Fifty-Six Hope Road Music Limited dated September 13, 2012.
| |
| 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 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certifications of the Principal Executive Officer and the Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
___________________
* Filed herewith
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.