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): February 11, 2010
ORANGE 21 INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51071 | | 33-0580186 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760) 804-8420
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 11, 2010, Jerry Collazo resigned as Chief Financial Officer of Orange 21 Inc. (the “Company”) to pursue other opportunities. On February 12, 2010, the Company’s board of directors (the “Board”) appointed A. Stone Douglass, the Company’s Chairman and Chief Executive Officer, as the Company’s acting Chief Financial Officer. The Board does not have any immediate plans to replace Mr. Collazo.
Additionally, effective February 12, 2010, the Board elected Seth Hamot, an existing director of the Company, as Chairman of the Board to replace Mr. Douglass who will continue to serve as a director, Chief Executive Officer and acting Chief Financial Officer.
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.
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| Dated: February 16, 2010 | | | | ORANGE 21 INC. |
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| | | | By: | | /s/ A. STONE DOUGLASS |
| | | | | | A. Stone Douglass |
| | | | | | Chief Executive Officer & Chief Financial Officer |
