UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
| ¨ | 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: 000-51071
ORANGE 21 INC.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0580186 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 2070 Las Palmas Drive, Carlsbad, CA 92011 | (760) 804-8420 | |
| (Address of principal executive offices) | (Registrant’s telephone number, including area code) | |
Indicate by check mark whether the registrant (1) has filed all reports required 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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 x 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 definition 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 x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 8, 2011, there were 12,901,414 shares of Common Stock, par value $0.0001 per share, issued and outstanding.
Explanatory Note
The sole purpose of this Amendment No. 2 to Orange 21 Inc.’s Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2011 and amended on September 2, 2011, is to amend the Form 10-Q as an exhibit-only filing in response to comments received from the staff of the Commission regarding a request for confidential treatment of certain portions of exhibit 10.5 originally filed with the Form 10-Q. This Amendment No. 2 to the Form 10-Q amends and restates the exhibit index included in Part II, Item 6 of the Form 10-Q to include a version of exhibit 10.5 with fewer redactions compared to the exhibit 10.5 filed with Form 10-Q on August 15, 2011.
No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q 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 original Form 10-Q.
Item 6. Exhibits
See accompanying Exhibit Index included after the signature page to this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Orange 21 Inc. | ||||
| Date: November 29, 2011 | By | /s/ Michael D. Angel | ||
| Michael D. Angel | ||||
| Interim Chief Financial Officer and Treasurer | ||||
| (Principal Financial Officer and Chief Accounting Officer) | ||||
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Exhibit Index
Exhibit | Description of Document | Incorporation by Reference | ||
| 3.1 | Restated Certificate of Incorporation | Incorporated by reference to Form 10-Q filed November 16, 2009. | ||
| 3.2 | Amended and Restated Bylaws | Incorporated by reference to Form 10-Q filed August 13, 2009. | ||
| 4.1 | Warrant Agreement with Regent Pacific | Incorporated by reference to Form 10-Q filed August 15, 2011. | ||
| 10.1+ | Retention Agreement with Regent Pacific Management Corporation | Incorporated by reference to Form 8-K filed April 15, 2011. | ||
| 10.2+ | Employment Agreement with Carol Montgomery | Incorporated by reference to Form 8-K filed April 15, 2011. | ||
| 10.3+ | Employment Agreement with Michael Marckx | Incorporated by reference to Form 8-K filed April 15, 2011. | ||
| 10.4+ | Change in Control Severance Agreement with Michael Marckx | Incorporated by reference to Form 8-K filed April 15, 2011. | ||
| 10.5* | Amended and Restated License Agreement by and between the Company and Rose Colored Glasses LLC, dated July 18, 2011 | Filed herewith. | ||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
| 32.1# | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
| 101.INS | XBRL Instance Document | Incorporated by reference to Form 10-Q/A filed September 2, 2011. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Incorporated by reference to Form 10-Q/A filed September 2, 2011. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Incorporated by reference to Form 10-Q/A filed September 2, 2011. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Incorporated by reference to Form 10-Q/A filed September 2, 2011. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Incorporated by reference to Form 10-Q/A filed September 2, 2011. | ||
| * | The Company has requested confidential treatment for portions of this agreement. Accordingly, certain portions of this agreement have been omitted in the version filed with this report and such confidential portions have been filed with the Securities and Exchange Commission. |
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| + | Management contract or compensatory plan or arrangement. |
| # | This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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