UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2005
Orange 21 Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51071 | | 33-0580186 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2070 LAS PALMAS DRIVE
CARLSBAD, CALIFORNIA | | 92009 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (760) 804-8420
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On March 30, 2005, Orange 21 Inc. (the “Company”) issued a press release announcing its fourth quarter and fiscal year 2004 results. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or filing of the Company, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The Company held a conference call on Wednesday, March 30, 2005, to discuss the Company’s financial results for the fourth quarter and the fiscal year ended December 31, 2004. During this call, the Company confirmed its revenue guidance for the fiscal year ending December 31, 2005. The script from this call is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
99.1 Press Release dated March 30, 2005.
99.2 Script from conference call held March 30, 2005.
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SIGNATURE
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 hereunto duly authorized.
| | Orange 21 Inc. |
| | |
Date: April 5, 2005 | | |
| By: | /s/ Barry Buchholtz | |
| | Barry Buchholtz |
| | Chief Executive Officer |
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