UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~October~~April 3130, ~~2015~~2016

❑ q 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: (~~303~~323) ~~396~~556-~~1756~~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 ☑ R No ❑ q

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 ☑ R No ❑ q

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 ❑q Accelerated filer ❑q Non-accelerated filer ❑q Smaller reporting company ☑R (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 ❑ q No ☑ R

At June ~~December 15~~21, ~~2015~~2016, there were ~~125~~130,~~567~~384,~~647~~439 shares of the issuer’s common stock outstanding.

Jammin Java Corp.

For the Three ~~and Nine~~ months Ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Balance Sheets as of October 31, 2015 (unaudited) and January 31, 2015	F-1
	Balance Sheets as of April 30, 2016 (unaudited) and January 31, 2016	F-1
	Statements of Operations (unaudited) - For the three and nine months ended October 31, 2015 and 2014	F-2
	Statements of Operations (unaudited) - For the three months ended April 30, 2016 and 2015	F-2
	Statements of Cash Flows (unaudited) - For the nine months ended October 31, 2015 and 2014	F-3
	Statements of Cash Flows (unaudited) - For the three months ended April 30, 2016 and 2015	F-3
	Notes to Financial Statements (unaudited)	F-4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2014
Item 4.	Controls and Procedures	2114
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2217
Item 1A.	Risk Factors	2418
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2820
Item 3.	Defaults Upon Senior Securities	2821
Item 4.	Mine Safety Disclosures	2821
Item 5.	Other Information	2821
Item 6.	Exhibits	2821
Signatures		2922

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

~~JAMMIN~~Jammin Java ~~JAVA CORP~~Corp. ~~BALANCE SHEETS~~

	October 31,			January 31,
	2015			2015
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	59,743		$	443,189
Accounts receivable, net		1,117,458			1,154,252
Inventory		1,981			197,581
Prepaid expenses		36,745			18,986
Other current assets		13,192			3,784
Total Current Assets		1,229,119			1,817,792
Property and equipment, net		254,827			381,248
Intangible assets, net		607,986			734,753
Other assets		23,564			23,567
Total Assets	$	2,115,496		$	2,957,360
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	2,830,233		$	2,492,900
Accrued expenses		261,502			477,229
Accrued royalty and other expenses - related party		69,121			81,078
Convertible notes payable, net of disount		699,439			-
Derivative Liability conversion feature		883,454			-
Total Current Liabilities		4,743,749			3,051,207
Total Liabilities		4,743,749			3,051,207
Commitments & Contingencies
Stockholders' Equity (Deficit):
Common stock, $.001 par value, 5,112,861,525 shares authorized; 125,698,127 and 124,691,748 shares issued and outstanding, as of October 31, 2015 and January 31, 2015, respectively		125,698			124,692
Additional paid-in-capital		24,952,442			23,825,294
Accumulated deficit		(27,706,393	)		(24,043,833	)
Total Stockholders' Equity (Deficit)		(2,628,253	)		(93,847	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,115,496		$	2,957,360
See accompanying notes to condensed financial statements

BALANCE SHEETS

	April 30, 2016			January 31, 2016
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	193,002		$	231,021
Accounts receivable, net		1,436,015			1,415,559
Prepaid expenses		6,382			30,171
Other current assets		3,840			8,000
Total Current Assets		1,639,239			1,684,751

Property and equipment, net		148,307			187,838
Intangible assets, net		578,663			593,325
Other assets		23,567			23,567
Total Assets	$	2,389,776		$	2,489,481

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable	$	3,635,442		$	3,611,257
Accrued expenses		936,457			497,431
Convertible and other notes payable, net of discount, current		928,971			1,029,558
Conversion feature - derivative liability		782,603			778,951

Total Current Liabilities		6,283,473			5,917,197

Long Term Liabilities
Convertible and other notes payable, net of discount and current portion		250,363			—
		250,363			—

Total Liabilities		6,533,836			5,917,197

Commitments & Contingencies

Stockholders’ Deficit:
Common stock, $.001 par value, 5,112,861,525 shares authorized; 130,134,439 and 126,455,312 shares issued and outstanding, as of April 30, 2016 and January 31, 2016, respectively		130,134			126,455
Additional paid-in-capital		26,459,125			25,691,579
Accumulated deficit		(30,733,319	)		(29,245,750	)
Total Stockholders’ Deficit		(4,144,060	)		(3,427,716	)

Total Liabilities and Stockholders’ Deficit	$	2,389,776		$	2,489,481

See accompanying notes to condensed financial statements

F-1

JAMMIN JAVA CORP. ~~STATEMENTS OF OPERATIONS (Unaudited)~~

	Three Months Ended October 31,						Nine Months Ended October 31,
	2015			2014			2015			2014
Revenue:
Sales	$	3,245,164		$	2,841,504		$	9,174,370		$	7,061,287
Discounts and allowances		(430,923	)		(324,300	)		(910,681	)		(344,560	)
Net revenue		2,814,241			2,517,204			8,263,689			6,716,727
Cost of sales:
Cost of sales products		2,247,271			1,766,469			6,091,132			5,018,088
Total cost of sales		2,247,271			1,766,469			6,091,132			5,018,088
Gross Profit		566,970			750,735			2,172,557			1,698,639
Operating Expenses:
Compensation and benefits		725,134			1,055,159			2,475,901			3,234,393
Selling and marketing		774,295			677,122			1,896,563			2,387,360
General and administrative		387,468			603,744			1,243,641			2,144,390
Total operating expenses		1,886,897			2,336,025			5,616,105			7,766,143
Other income (expense):
Other expense		(17,165	)		-			(49,702	)		-
Loss on extinguishment of debt		-			(1,350,000	)		-			(1,800,141	)
Changes in fair value of deriative liability		(118,370	)		-			(118,370	)		-
Interest expense		(41,367	)		(4,548	)		(50,940	)		(468	)
Total other income (expense)		(176,902	)		(1,354,548	)		(219,012	)		(1,800,609	)
Net Loss	$	(1,496,829	)	$	(2,939,838	)	$	(3,662,560	)	$	(7,868,113	)
Net loss per share:
Basic and diluted loss per share	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.07	)
Weighted average common shares outstanding - basic and diluted		125,687,580			123,234,667			125,375,347			116,934,147
See accompanying notes to condensed financial statements

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended April 30,
	2016			2015

Sales, net	$	2,727,999		$	2,581,427
Cost of sales		1,786,870			1,784,812

Gross Profit		941,129			796,615

Operating Expenses:
Compensation and benefits		970,703			972,806
Selling and marketing		600,709			521,116
General and administrative		771,303			492,824
Total operating expenses		2,342,715			1,986,746

Other expense:
Other expense		(7,650	)		—
Changes in fair value of derivative liability		75,914			—
Gain on extinguishment of debt		362,506			—
Interest expense		(516,753	)		(7,105	)
Total other expense		(85,983	)		(7,105	)

Net Loss	$	(1,487,569	)	$	(1,197,236	)

Net loss per share:
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding - basic and diluted		127,748,811			124,879,545

See accompanying notes to condensed financial statements

F-2

JAMMIN JAVA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended October 31,
	2015			2014
Cash Flows From Operating Activities:
Net loss	$	(3,662,560	)	$	(7,868,113	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		188,346			336,147
Common stock issued to Ironridge for debt extinguishment		-			1,800,141
Shared-based employee compensation		939,808			1,459,032
Depreciation		109,895			75,045
Amortization of intangible assets		45,648			41,610
Loss on sale of business		32,537			-
Changes in fair value of derivitative liability		118,370			-
Changes in operating assets and liabilities:
Accounts receivable		36,794			(885,218	)
Notes receivable - related party		-			2,724
Inventory		195,600			290,376
Prepaid expenses and other current assets		(27,167	)		1,132,502
Other assets - long term		3			(7,850	)
Accounts payable		337,333			308,104
Accrued expenses		(215,727	)		258,390
Payable in common shares		-			369,589
Accrued royalty and other expenses - related party		(11,957	)		(90,649	)
Net cash used in operating activities		(1,913,077	)		(2,778,170	)
Cash Flows From Investing Activities:
Purchases of property and equipment		(12,894	)		(57,114	)
Sales of property and equipment		78,002			-
Net cash provided by (used in) investing activities		65,108			(57,114	)
Cash Flows From Financing Activities:
Common stock issued for cash		-			2,500,000
Borrowings on notes payable		1,464,523			(4,965	)
Net cash provided by financing activities		1,464,523			2,495,035
Net change in cash and cash equivalents		(383,446	)		(340,249	)
Cash and cash equivalents at beginning of period		443,189			857,122
Cash and cash equivalents at end of period	$	59,743		$	516,873
Non-Cash Transactions:
Interest expense	$	4,400		$	-
See accompanying notes to condensed financial statements

JAMMIN JAVA CORP.

statements OF CASH FLOWS

(Unaudited)

	Three Months Ended April 30,
	2016			2015
Cash Flows From Operating Activities:
Net loss	$	(1,487,569	)	$	(1,197,236	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		—			156,381
Shared-based compensation		771,225			368,046
Depreciation		35,757			41,273
Amortization of intangibles		14,662			16,325
Changes in fair value of derivative liability		(75,914	)		—
Gain on sale of fixed asset		3,774			—
Changes in operating assets and liabilities:
Accounts receivable		(20,456	)		(577,995	)
Inventory		—			43,713
Prepaid expenses and other current assets		27,949			7,689
Accounts payable		24,185			737,723
Accrued expenses		439,026			(210,502	)
Net cash used in operating activities		(267,361	)		(614,583	)

Cash Flows From Investing Activities:
(Loss) disposal of property and equipment		—			(55,523	)
Net cash provided by (used in) investing activities		—			(55,523	)

Cash Flows From Financing Activities:
Repayments on short term debt		(214,071	)		—
Borrowings on long term debt		443,413			298,948
Net cash provided by financing activities		229,342			298,948

Net change in cash and cash equivalents		(38,019	)		(371,158	)
Cash and cash equivalents at beginning of period		231,021			443,189
Cash and cash equivalents at end of period	$	193,002		$	72,031

Non-Cash Transactions:
Addition of capital leases	$	—		$	73,000

See accompanying notes to condensed financial statements

F-3

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~October 31~~APRIL 30, ~~2015~~2016

(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 April ~~January 31~~30, ~~2015~~2016 has been derived from the audited balance sheet at January 31, ~~2015~~2016 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. 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 $31,~~662~~487,~~560~~569 for the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016, and has an accumulated deficit since inception of $ 2730,~~706~~733,~~393~~319. 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 sale of its common stock. The Company will, in the future, need to secure additional funds through future equity sales or other fund raising activities. 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 ~~our~~its January 31, ~~2015~~2016 financial statements contains an explanatory paragraph stating that there is a substantial doubt regarding the Company’s ability to continue as a going concern. ~~See also Note 8 regarding the SEC investigation.~~

F-4

Note 3. 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.

F-4

Reclassifications. Certain prior period amounts have been reclassified to conform with 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.

Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of ~~six~~three months or less to be cash equivalents. As of ~~October~~April 3130, ~~2015~~2016, the Company had $59193,~~743~~002 of cash and cash equivalents. Additionally, no interest income was recognized for the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016.

Revenue Recognition. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment to the customer. 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. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms. We record promotional and return allowances based on recent and historical trends. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Discounts and promotional allowances deducted from sales for the three months ended April 30, 2016 and 2015 were $355,560 and $156,952, respectively.

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; namely, the risks of loss for collection, delivery and returns.

~~Allowance~~Accounts Receivable ~~for~~due ~~Doubtful~~from ~~Accounts~~Roasters. ~~The~~ ~~Company~~We ~~does~~source ~~not~~coffee ~~require~~that ~~collateral~~we ~~from~~sell ~~its customers with respect~~ to ~~accounts~~our ~~receivable.~~roaster, ~~The~~Mother ~~Company~~Parkers ~~determines~~Tea ~~any~~& ~~required~~Coffee ~~allowance~~Inc. by(“Mother Parkers”), ~~considering~~ a ~~number~~related ofparty ~~factors,~~and ~~including~~shareholder of the ~~terms for each customer~~Company, ~~and~~who ~~the~~in ~~length~~turn ofsells ~~time~~it ~~accounts~~to ~~receivable~~its ~~are~~own ~~outstanding~~customers. ~~Management~~This ~~provides~~is anespecially the ~~allowance~~case ~~for~~with ~~accounts~~Jamaican ~~receivable~~Blue ~~whenever~~Mountain itcoffee issecured ~~evident~~by ~~that they become uncollectible~~us. ~~The~~Mother ~~Company~~Parkers ~~has~~is ~~reserved~~also ana ~~allowance~~shareholder of ~~$93,359~~the ~~for~~Company. ~~doubtful~~At ~~accounts~~April at30, ~~October 31~~2016, we ~~2015.~~are ~~Because~~owed ~~our~~$463,906 ~~accounts~~by ~~receivable~~Mother ~~are~~Parkers. ~~concentrated~~We inalso autilize ~~relatively~~the ~~few~~services ~~number~~ of ~~customers~~Mother Parkers, ato ~~significant~~roast ~~change~~coffee into ~~the~~our ~~liquidity~~specifications for orsale ~~financial~~to ~~position~~the ofCompany’s ~~any one of these~~ customers. ~~could~~As ~~have~~ a ~~material~~result, ~~adverse~~at ~~effect~~April on30, ~~the~~2016, ~~collectability~~we ofowe ~~our~~$2,232,088 ~~accounts~~to ~~receivable~~Mother ~~and~~Parkers ~~our~~for ~~future~~roasting ~~operating results~~services.

~~Inventories. Inventories~~Financial assets and liabilities are ~~stated~~subject atto ~~the~~offset ~~lower~~and ofpresented ~~cost~~as ornet ~~market.~~amounts ~~Cost~~in isthe ~~computed~~statement ~~using~~of ~~weighted~~financial ~~average~~position ~~cost~~when, ~~which~~and ~~approximates actual cost~~only when, onthe aCompany ~~first-in,~~currently ~~first-out~~has ~~basis.~~a ~~Inventories~~legally onenforceable ~~hand~~right ~~are~~to ~~evaluated~~offset onamounts anand ~~on-going~~intends ~~basis~~either to ~~determine~~settle ifon ~~any~~a ~~items~~net ~~are~~basis, ~~obsolete~~ or to inrealize ~~excess~~the ofasset ~~future~~and ~~needs.~~settle ~~Items~~the ~~determined~~liability ~~to be obsolete are reserved for~~simultaneously. The Company ~~provides~~does ~~for~~not ~~the~~have ~~possible~~offset ~~inability~~rights towith ~~sell~~respect ~~its~~to ~~inventories~~Mother byParkers due ~~providing~~to/due anfrom ~~excess~~amounts ~~inventory~~at ~~reserve.~~April ~~As of October 31~~30, ~~2015, the Company determined that no reserve was required~~2016.

~~Property~~Allowance for ~~and~~Doubtful ~~Equipment~~Accounts. ~~Equipment~~ isThe ~~stated~~Company atdoes ~~cost~~not ~~less~~require ~~accumulated~~collateral ~~depreciation~~from ~~and~~its ~~amortization~~customers with respect to accounts receivable. ~~Maintenance~~The Company ~~and~~determines ~~repairs~~any required allowance by considering a number of factors, asincluding ~~incurred~~the terms for each customer, and the length of time accounts receivable are ~~charged~~outstanding. toManagement ~~expense~~provides an allowance for accounts receivable whenever it is evident that they become uncollectible. ~~Renewals~~The Company has reserved an allowance of $78,760 and ~~enhancements~~$71,168, ~~which~~respectively ~~extend~~for ~~the~~doubtful ~~life~~accounts orat April ~~improve~~30, ~~existing~~2016 ~~equipment~~and ~~are~~January ~~capitalized~~31, 2016. ~~Upon~~Because ~~disposition~~our oraccounts ~~retirement~~receivable are concentrated in a relatively few number of ~~equipment~~customers, a significant change in the ~~cost~~liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and ~~related~~our future operating results.

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. For computers and leasehold improvements the useful life is 3 years and for furniture and equipment the useful life is 5 years.

Depreciation was $109,895 and $75,045 for the nine months ended October 31, 2015 and 2014, respectively.

F-5

~~Impairment~~Property and ~~of Long-Lived Assets~~Equipment. ~~Long-lived~~Equipment ~~assets~~is ~~consist~~stated ~~primarily of a license agreement that was recorded~~ at ~~the estimated~~ cost toless ~~acquire~~accumulated ~~the~~depreciation ~~asset~~and amortization. ~~The~~Maintenance ~~license~~and ~~agreement~~repairs, isas incurred, ~~reviewed~~are ~~for~~charged ~~impairment~~to ~~when~~expense. ~~events~~Renewals orand ~~changes~~enhancements inwhich ~~circumstances~~extend ~~indicate that~~ the ~~carrying~~life ~~amount~~or ofimprove ~~such~~existing ~~assets~~equipment ~~may~~are ~~not be recoverable (see note 5)~~capitalized. Upon ~~Determination~~disposition ofor ~~recoverability~~retirement ~~is based on an estimate~~ of ~~undiscounted~~equipment, ~~future cash flows resulting from~~ the ~~use~~cost ~~of the asset~~ and ~~its~~related ~~eventual~~accumulated ~~disposition.~~depreciation Inare ~~the~~removed ~~event~~and ~~that~~any ~~such~~resulting ~~cash~~gain or ~~flows~~loss ~~are~~is ~~not~~reflected ~~expected~~in tooperations. beDepreciation ~~sufficient~~is toprovided ~~recover~~using the ~~carrying~~straight-line ~~amount~~method ofover the ~~assets, the assets are written down to their~~ estimated ~~fair~~useful ~~values.~~lives ~~Management evaluated~~ of the ~~carrying value of long-lived~~ assets, ~~including~~which ~~the~~are ~~license~~three ~~and determined that no impairment existed at October 31, 2015~~years.

Depreciation was $35,757 and $41,273, for the three months ended April 30, 2016 and 2015, 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 (see Note 4). 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 long-lived assets including the license and determined that no impairment existed at April 30, 2016.

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, management utilizes 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 measure 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.

Common stock issued for services to non-employees is recorded based on the value of the services or the value of the common stock, whichever is more clearly determinable. Whenever the value of the services is not determinable, the measurement date occurs generally at the date of issuance of the stock. In more limited cases, it occurs when a commitment for performance has been reached with the counterparty and nonperformance is subject to significant disincentives. If the total value of stock issued exceeds the par value, the value in excess of the par value is added to the additional paid-in-capital. We estimate volatility of our publicly-listed common stock by considering historical stock volatility.

Income Taxes. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No 740, Income Taxes. The Company records deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities and on net operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to 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~~loss per common share equals net ~~earnings or~~ loss divided by the weighted average of shares outstanding during the reporting period. Diluted ~~earnings~~loss 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~~April 3130, ~~2015~~2016 and ~~2014~~ 2015, respectively. In addition, basic and diluted ~~earnings~~loss per share for such periods are the same because all potential common equivalent shares ~~would~~totaling be21,580,195 ~~anti-dilutive~~shares ~~including~~have ~~4,833,333~~been ~~“in~~excluded from the ~~money”~~calculation ~~outstanding~~of ~~options~~diluted ~~which~~loss ~~are~~per ~~exercisable~~share as oftheir inclusion ~~October~~would ~~31,~~be ~~2015~~anti-dilutive.

Derivative Financial Instruments. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk.

The Company evaluates free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or as liabilities in our financial statements. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes because of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified.

Instruments classified as derivative liabilities are recorded initially at their estimated fair value and are re-measured each reporting period (or upon reclassification). The change in fair value is recorded on our condensed consolidated statements of operations in other (income) expense.

During the quarter ended October 31, 2015, the Company issued debt with conversion features that can be settled by the holder at variable conversion prices. As a result, such conversion features qualified for bifurcation from the host debt instruments and were therefore accounted for as derivative liabilities. The amount bifurcated pursuant to the conversion features was recorded as a debt discount and totaled $765,084 at the issuance date. Such discount is amortized as interest expense over the term of the related debt.

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.

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense.

In May 2014, the 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 February 1, 2018. 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.

F-6

InFinancial Accounting ~~June~~Standards ~~2014~~Board, or FASB, Accounting Standards Update, or ASU 2016-02 “Leases (Topic 842)” - In February 2016, the FASB issued ASU ~~No. 2014~~2016-1202, ~~Compensation~~ –which ~~Stock~~will ~~Compensation:~~require ~~Accounting~~lessees ~~for~~to ~~Share-Based~~recognize ~~Payments~~almost ~~When~~all ~~the~~leases ~~Terms of~~on antheir ~~Award~~balance ~~Provide~~sheet ~~that~~as a right-of-use asset and a ~~Performance~~lease ~~Target~~liability. ~~Could~~For beincome ~~Achieved~~statement ~~after~~purposes, the ~~Requisite~~FASB ~~Service~~retained ~~Period (“ASU~~a ~~2014-12”)~~dual model, requiring leases to be classified as either operating or finance. ~~The~~Classification ~~guidance~~will ~~requires~~be ~~that~~based ~~a performance~~on ~~target~~criteria that ~~affects~~are ~~vesting~~largely similar to those applied in current lease accounting, ~~and~~but ~~that~~without ~~could~~explicit bebright ~~achieved~~lines. ~~after~~Lessor ~~the~~accounting ~~requisite~~is ~~service~~similar ~~period~~to the current model, bebut ~~treated~~updated to asalign awith ~~performance~~certain ~~condition.~~changes ~~The~~to ~~guidance will~~the belessee ~~effective~~model ~~for~~and the ~~Company~~new inrevenue ~~the~~recognition ~~fiscal~~standard. ~~year~~This ASU is effective for fiscal years beginning ~~January~~after 1December 18, ~~2016~~2018, ~~and~~including ~~early~~interim ~~adoption~~periods iswithin ~~permitted.~~those ~~The~~fiscal ~~Company~~years. isWe are currently evaluating the potential impact of this ~~guidance,~~standard ifwill ~~any,~~have on ~~its~~our consolidated financial statements and related disclosures.

~~Going~~FASB ASU ~~Concern~~2014-09 “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09 - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 “Revenue Recognition.” This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2017. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

~~In August 2014, the FASB issued ASU No~~Note 4. ~~2014-15,~~Trademark ~~“Presentation~~License ofAgreements Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern,” which requires management of a company to evaluate whether there is substantial doubt about the company's ability to continue as a going concern. This ASU is effective for the annual reporting period ending 2017, and ~~for~~Intangible ~~interim and annual reporting periods thereafter, with early adoption permitted. The Company will evaluate the impact of this standard at the time it becomes effective.~~Assets

InIntangible assets ~~July~~include ~~2015,~~our ~~the~~License ~~FASB issued ASU No. 2015-11~~Agreement, ~~“Simplifying~~and ~~the~~intangibles ~~Measurement~~and ofgoodwill ~~Inventory”.~~arising ~~The new standard amends the guidelines for the measurement of inventory~~ from ~~lower~~our ofBikeCaffe ~~cost or market to the lower of cost and net realizable value (NRV)~~acquisition. ~~NRV~~The isamortization ~~defined~~periods asare ~~the~~fifteen ~~estimated~~years ~~selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal,~~ and ~~transportation.~~ten ~~Under~~years ~~existing~~for ~~standards, inventory is measured at lower of cost or market, which requires~~ the ~~consideration~~license ofagreement ~~replacement cost, NRV~~ and ~~NRV~~intangible ~~less an amount that approximates a normal profit margin~~assets, respectively. ~~This~~Amortization ~~ASU~~expense ~~eliminates~~consists ~~the requirement to determine and consider replacement cost or NRV less an approximately normal profit margin for inventory measurement. The new standard is effective prospectively at the beginning~~ of the ~~Company's 2018 fiscal year. We are currently evaluating the impact, if any, of adopting this new accounting guidance on our results of operations and financial position.~~following:

~~Note~~License agreement, 4net –consists ~~Inventories~~of the following:

Inventories were comprised of:

	April 30, 2016			January 31, 2016
License Agreement	$	730,000		$	730,000
Accumulated amortization		(182,499	)		(170,332	)
License Agreement, net	$	547,501		$	559,668

	October 31,		January 31,
	2015		2015
Finished Goods - Coffee	$	-	$	197,581
Non - Coffee Inventories	$	1,981	$	-
Total		1,981		197,581

The amortization period is fifteen years. Amortization expense consists of the following:

Note 5 - Trademark License Agreements and Intangible Assets

	For the three months ending April 30,
	2016			2015
License Agreement	$	(12,167	)	$	(12,166	)
Intangible assets		(2,495	)		(4,159	)
Total License Agreement Amortization Expense	$	(14,662	)	$	(16,325	)

~~Intangible~~As ~~assets~~of ~~include~~January ~~our~~31, ~~License Agreement~~2016, ~~and~~the ~~intangibles~~remaining ~~and~~useful ~~goodwill~~life ~~arising from our BikeCaffe acquisition asset purchase. The goodwill~~ of the ~~Black~~Company's ~~Rock~~license ~~Beverages~~agreement ~~division~~ was ~~$81,118~~approximately ~~which~~11.5 ~~was~~years. ~~removed~~The atfollowing table shows the ~~time~~estimated ofamortization ~~sale~~expense infor ~~July~~such ~~2015~~assets asfor ~~mentioned~~each ~~in our “Overview” section~~ of ~~“Recent~~the ~~Transactions”.~~five ~~The~~succeeding ~~amortization~~fiscal ~~periods are fifteen~~ years and ~~ten years for the license agreement and intangible assets, respectively~~thereafter. ~~Amortization expense consists of the following:~~

	October 31,			January 31,
	2015			2015
License Agreement	$	730,000		$	730,000
Intangible assets		49,900			49,900
Total	$	779,900		$	779,900
Accumulated amortization		(178,958	)		(133,309	)
Intangibles subject to amortization	$	600,942		$	646,591
Goodwill	$	7,044		$	88,162
Total Intangible assets	$	607,986		$	734,753

F-7

	Three months ended October 31,						Nine months ended October 31,
Years Ending January 31,
	2015			2014			2015			2014
2017	$	36,501
License Agreement	$	(12,167	)	$	(12,169	)	$	(36,500	)	$	(36,500	)
2018		48,668
Intangible assets		(2,495	)		(2,612	)		(9,148	)		(5,110	)
2019		48,688
Total License Agreement Amortization Expense	$	(14,662	)	$	(14,781	)	$	(45,648	)	$	(41,610	)
2020		48,688
2021		48,688
Thereafter		316,328
Total	$	547,501

~~As of October 31, 2015, the remaining useful life of the Company’s license agreement was approximately 11~~Note 5.75 ~~years.~~Outstanding ~~The following table shows the estimated amortization expense for such assets for each of the five succeeding fiscal years and thereafter.~~debt

Years Ending January 31,
2016	$	14,662
2017	$	58,648
2018	$	58,648
2019	$	58,648
2020	$	58,648
Thereafter	$	351,688
Total	$	600,942

Convertible and Other Notes Payable are as follows:

Note 6 - Related Party Transactions

			Outstanding
			as of		Available		Accrued		Debt			Interest
	Commitment		April 30, 2016		Proceeds		Interest		Discount			Rate			Maturity
Colorado Medical Finance Services, LLC *	$	500,000	$	99,949	$	400,051	$	23,599	$	—			17.5	%		September 26, 2016
JSJ		275,000		275,000		—		5,815		(111,049	)		12.0	%		December 6, 2016
Typenex **		1,005,000		105,000		900,000		16,401		(55,320	)		10.0	%		May 14, 2017
JMJ **		900,000		385,000		515,000		51,968		(252,686	)		12.0	%		September 16, 2017
Vis Vires		250,000		225,000		—		11,969		(137,537	)		8.0	%		December 9, 2016
Duck Duck Spruce		550,000		550,000		—		5,558		(279,240	)		5.0	%		December 15, 2016
Third party loan		260,311		259,907		—		—		—			32.0	%		December 1, 2016
	$	3,740,311	$	1,899,856	$	1,815,051	$	115,310	$	(835,832	)		—			—
Derivative liability		—		782,603		—		—		—			—			—
	$	3,740,311	$	2,682,459	$	1,815,051	$	115,310	$	(835,832	)		—			—

~~Transactions~~*Line of ~~with Marley Coffee Ltd~~Credit.

~~During~~**Long term ~~the three months ended October 31, 2015, the Company purchased $241,088 from Marley Coffee Ltd~~note. and during the three months ended October 31, 2014, the Company had an $8,788 credit balance with Marley Coffee Ltd. related to freight refunds. During the nine months ended October 31, 2015 and 2014, the Company made purchases of $600,076 and $290,258 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~~Revolving Line ~~Company also received rebates from Marley Coffee Ltd. for the nine months ended October 31, 2015~~ of ~~$97,796,~~Credit on– ~~the~~Colorado ~~Jamaican~~Medical ~~green~~Finance ~~coffee purchased. There were no rebates in the prior year. From our inception in 2011 to October 31~~Services, ~~2015,~~LLC the Company has made purchases of $2,936,771 after credits and rebates from Marley Coffee Ltd. 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. Marley Coffee Ltd. was created in order to have a license to buy and sell Jamaican Blue Mountain (JBM) Coffee. We buy JBM coffee at the most favorable market rate in the market. For the majority of transactions, we buy raw unroasted beans from Marley Coffee Ltd. and then resell them to customers around the world. From time to time, it is more economically favorable for the Company to allow Marley Coffee Ltd. to sell to our customers directly and then receive a rebate.

Effective on February 16, 2015, The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or as a reduction of accounts receivable related to coffee sales/services, at the option of the lender, with our consent. We have paid or intend to pay all related interest in cash. The line of credit expires, and all amounts are due under the line of credit on September 26, 2016. Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates. As of April 30, 2016 there was $123,548 outstanding which included $99,949 in principal and $23,599 in interest due. The payments due on this line of credit have been made on a monthly basis.

Convertible Note Payable – JSJ

On September 9, 2015, we entered into a 12% Convertible Note to JSJ Investments Inc. (“JSJ” and the “JSJ Convertible Note”) in the amount of $275,000. On March 1, 2016, we amended the JSJ Convertible Note through a side letter agreement. Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum (18% upon an event of default). The JSJ Convertible Note is due in December 2016. We have the right to repay the JSJ Convertible Note (a) from March 1, 2016 to through September 9, 2016, provided we pay a redemption premium of 135% of the principal amount of such note together with accrued interest thereon, and (b) from September 10, 2016 to the maturity date, provided we pay a redemption premium of 150% of the principal amount of such note together with accrued interest thereon.

F-8

~~During~~The JSJ Convertible Note and all accrued interest is convertible at the ~~three~~option ~~months~~of ~~ended~~the ~~October~~holder ~~31,~~thereof ~~2015~~into ~~and~~the Company’s ~~2014,~~common ~~Rohan~~stock ~~Marley~~at ~~Enterprises~~any ~~received~~time ~~$44,537~~after ~~and~~September ~~$59~~9,~~333,~~ ~~respectively~~2016. ~~from~~The conversion price of the ~~Company. During~~JSJ Convertible Note is the greatest ~~nine~~of ~~months~~a) ~~ended~~60% ~~October~~(a ~~31,~~40% ~~2015~~discount) ~~and~~to ~~2014~~the third lowest intra-day trading price of the Company’s ~~paid~~common ~~Rohan~~stock ~~Marley~~during the ~~Enterprises~~10 ~~and~~trading ~~Rohan~~days ~~Marley~~prior ~~$135~~to any conversion date of the note,~~447~~ ~~and~~or b) $~~139,121~~0.00005. ~~respectively,~~The variable conversion price was accounted for as ~~directors~~a ~~consulting~~derivative ~~fees~~liability. ~~The~~Upon initial issuance, the Company ~~has~~recorded ~~paid~~a ~~Rohan~~discount ~~Marley~~of ~~Enterprises~~approximately $~~378~~233,~~463~~000 ~~and~~relating ~~Rohan~~to ~~Marley~~the derivative ~~$106,335~~liability. The goal is for athe ~~total~~Company ofto ~~$484~~utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JSJ Convertible Note prior to any conversion. In the event that the JSJ Note is not repaid in cash in its entirety,~~798~~ ~~from~~Company ~~inception~~shareholders may suffer dilution if and to ~~October~~the 31extent that the balance of the JSJ Note is converted into common stock. As of April, ~~2015~~30 2016, ~~for~~the ~~directors~~balance ~~fees~~of the note was $280,815 of which $275,000 was principal and ~~expense~~$5,815 ~~reimbursements~~was accrued interest. ~~Rohan~~ ~~Marley~~In ~~Enterprises~~connection iswith the ~~personal~~side ~~S-Corporation~~letter agreement, we paid $96,250 in consideration to extend the due date of ~~Rohan~~the ~~Marley~~JSJ Note (which herepresents ~~uses~~the prepayment penalty which would have been due had we repaid the JSJ Note when due). The side letter agreement was considered to ~~record~~be ~~all~~a debt extinguishment and the Company recorded a gain of approximately ~~his~~$133,000 ~~business~~relating ~~transactions~~to such extinguishment.

~~The~~Convertible Promissory ~~following~~Notes ~~describe~~Payable ~~transactions~~- with ~~entities~~Typenex ~~which are licensees of Hope Road Merchandising~~Co-Investment, LLC a company in which Rohan Marley is a beneficiary. During the three months ended October 31, 2015 and 2014, the Company made purchases of $7,820 and $5,439, respectively from House of Marley. During the nine months ended October 31, 2015 and 2014, the Company made purchases of $7,820 and $33,566, respectively, from House of Marley. From our inception in 2011 to October 31, 2015, the Company has purchased $70,334 of product from House of Marley. Homemedics which owns House of Marley has purchased $3,780 of product from the Company from inception to October 31, 2015. House of Marley produces headphones and speakers that the Company uses for promotions and trade shows.

~~Delivery~~On September ~~Agent~~14, is2015 ~~affiliated~~(the ~~with~~“Closing Date”), the ~~Bob~~Company ~~Marley~~entered into a Securities Purchase Agreement (the “Typenex SPA”) with Typenex Co-Investment, LLC (“Typenex”).~~com~~ ~~website~~Pursuant to the Typenex SPA, the Company issued to Typenex convertible promissory notes in with a total the principal amount of $1,005,000 in the form of: (~~which~~a) ~~website~~an initial wetranche ~~sell~~of ~~products~~$255,000 onin cash (the “Typenex Note”), and (b) three promissory notes of $250,000 each. The Typenex Note has ~~purchased~~a ~~coffee~~term of 20 months and an interest rate of 10% per annum (22% upon an event of default). The gross proceeds to the Company from usthe transactions contemplated by the Typenex SPA were $1,005,000, in the form of: (a) an initial tranche of $~~779~~250,000 in cash, and (b) three promissory notes of $0250,000 ~~respectively~~each (collectively, ~~during~~the “Investor Notes”). Typenex and the ~~nine~~Company must mutually agree to fund one or more of the three additional Investor Notes. As of April 30, 2016, none of the additional three tranches only $255,000 had been funded. The Typenex Note has a term of 20 months, ~~ended~~matures ~~October~~in 31May 2017, ~~2015~~and has and ~~2014~~an interest rate of 10% per annum (22% upon an event of default). ~~Delivery~~ ~~Agent~~Each ~~has~~of ~~purchased~~the ~~coffee~~Investor ~~from~~Notes usaccrue interest at the rate of 10% per annum until paid and are secured by a Membership Interest Pledge Agreement. Beginning in March 2016, and on the same day of each month thereafter until the maturity date, the Company is required to pay to Typenex monthly installments of principal equal to $~~779~~75,000 ~~from~~(or ~~inception~~such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock at the lower of (a) $0.30 per share, and (b) if the Company’s market capitalization falls below $3,000,000, the Market Price conversion price shall be adjusted to the market price as of the applicable date applying a discount of ~~product~~40%. The Typenex Note also includes repricing features whereby if the Company sells or issues any common stock or other securities exercisable for, or convertible into, Common Stock for a price per share that is ~~sold~~less than the conversion price applicable under the Typenex Note, then such lower price will apply to all subsequent conversions by Typenex. The repricing feature of the conversion feature was considered to be derivative liabilities and accordingly, the Company recorded approximately $55,320 discount to debt. The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35% prepayment penalty during the first six months the note is outstanding and 50% thereafter. In the event that the Typenex Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Typenex Note is converted into common stock. As of April 30, 2016, the outstanding balance of the Typenex Note was $121,401 of which $105,000 was principal and $16,401 was interest payable. With the principal payment during the quarter ended April 30, 2016, a portion of the related derivative liability was also extinguished and the Company recorded approximately $44,000 as a gain on extinguishment of debt. The remaining derivative liability associated with the outstanding ~~Bob~~debt ~~Marley~~balance ~~Website~~was approximately $61,382.

During the nine months ended October 31, 2015 and 2014, the Company made purchases of $5,244 and $0, respectively from Zion Rootswear. From inception to October 31, 2015, the Company has made purchases of $10,447 from Zion Rootswear. The Company has made purchases of $1,603 from inception to October 31, 2015 from Tuff Gong International. The purchases from Tuff Gong International and Zion Rootswear were for Bob Marley apparel and gifts that were used for marketing and promotions purposes.

During the nine months ended October 31, 2015 and 2014, the Company has incurred royalties of $200,405 and $194,523, respectively, to Fifty-Six Hope Road Music Limited (“56 Hope Road”), for the license to use of the name “Marley Coffee”. From inception to October 31, 2015, the Company has incurred royalties of $605,020 to 56 Hope Road.

During the nine months ended October 31, 2015, the Company paid Sondra Toevs $10,312 and Ellie Toevs $3,814 for part-time employment. Sondra Toevs is the wife of the CEO, Brent Toevs, and Ellie Toevs is the daughter of Mr. Toevs. The total paid to these employees for the calendar year 2014 was $17,648 for Sondra Toevs and $6,063 for Ellie Toevs.

The total owed to Mother Parkers, one of our shareholders, for accounts payable is $1,544,686 as of October 31, 2015, and the total due from Mother Parkers is $77,043 as of October 31, 2015.

Note 7 – Stockholders’ Equity

Share-based Compensation:

On August 5, 2011, the Board of Directors approved the Company’s 2011 Equity Compensation Plan (the “2011 Plan“). The 2011 Plan authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2011 Plan, to the Company’s employees, officers, directors and consultants. A total of 20,000,000 shares are authorized for issuance under the 2011 Plan, which has not been approved by the stockholders of the Company. As of October 31, 2015 a total of 16,333,333 shares are available for issuance under the 2011 Plan.

F-9

OnConvertible Promissory ~~October~~Note ~~14,~~with ~~2012,~~JMJ the Board of Directors approved the Company’s 2012 Equity Incentive Plan, which was amended and restated on September 19, 2013 (as amended and restated, the “2012 Plan“). The 2012 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 2012 Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2012 Plan, which has been approved by the stockholders of the Company, and as of October 31, 2015, a total of 36,907 shares are available for issuance under the 2012 Plan.Financial

On September 1016, ~~2013~~2015, ~~the~~we ~~Board~~entered ofinto ~~Directors~~a ~~approved~~Convertible Promissory Note with JMJ Financial (“JMJ”) in the ~~Company’s~~principal ~~2013~~amount of ~~Equity~~up ~~Incentive~~to ~~Plan~~$900,000 (the “~~2013~~JMJ ~~Plan“~~Convertible Note”). ~~The~~Upon ~~2013~~entering ~~Plan~~into ~~authorizes~~this arrangement, the ~~issuance~~total offace ~~various~~amount ~~forms~~ of ~~stock-based~~the JMJ ~~awards,~~Convertible ~~including~~Note ~~incentive~~was orinitially ~~non-qualified options~~$385,000 ~~restricted~~and ~~stock~~we ~~awards~~received $350,000 ~~restricted~~in ~~units~~cash, ~~stock~~as ~~appreciation~~all ~~rights,~~amounts ~~performance~~borrowed ~~shares~~under ~~and~~the ~~other~~note ~~securities~~include asa 10% ~~described~~original inissue ~~greater~~discount. ~~detail~~Moving inforward, ~~the~~JMJ ~~2013~~may ~~Plan,~~loan tous ~~the~~additional ~~Company’s~~funds ~~employees,~~(up ~~officers~~to $900,000 ~~directors~~in ~~and~~aggregate) ~~consultants.~~if Amutually ~~total~~agreed by ofboth 12parties,~~000,000~~ ~~shares~~provided ~~are~~that ~~authorized~~JMJ ~~for~~has ~~issuance~~the ~~under~~right ~~the~~in ~~2013~~its ~~Plan,~~sole ~~which~~discretion ~~has~~to ~~been~~approve ~~approved~~any byfuture ~~the~~request ~~stockholders~~for ofadditional funding. Each advance under the ~~Company,~~JMJ ~~and~~Convertible asNote ofis ~~October~~due ~~31,~~two ~~2015,~~years afrom ~~total~~the date of 2such advance,~~341,626~~ ~~shares~~with ~~are~~the ~~available~~amount ~~for~~initially ~~issuance~~funded under the ~~2013~~note ~~Plan~~due on September 16, 2017.

OnThe JMJ ~~June~~Convertible ~~30,~~Note ~~2015,~~(including ~~the~~principal ~~Board~~and ofaccrued ~~Directors~~interest ~~approved~~and ~~the~~where ~~Company’s~~applicable ~~2015~~other ~~Equity~~fees) ~~Incentive~~is ~~Plan~~convertible ~~(the~~into ~~“2015~~our ~~Plan”).~~common stock, ~~The~~at ~~2015~~any ~~Plan~~time, ~~authorizes~~at the ~~issuance~~lesser of ~~various~~(a) ~~forms~~$0.75 ofper ~~stock-based~~share ~~awards, including incentive~~ or ~~non-qualified~~(b) ~~options,~~65% ~~restricted~~(a ~~stock~~35% ~~awards,~~discount) ~~restricted~~of ~~units,~~the ~~stock~~two ~~appreciation~~lowest ~~rights,~~closing ~~performance~~prices ~~shares~~of ~~and~~our ~~other~~common stock ~~securities as described~~ in ~~greater~~the ~~detail~~20 intrading ~~the~~days ~~2015~~prior ~~Plan,~~ to the ~~Company’s~~date ~~employees, officers, directors and consultants. A total~~ of 17any conversion,~~500,000~~ ~~shares~~subject ~~are~~to ~~authorized~~certain ~~for~~adjustments ~~issuance~~described ~~under~~in the ~~2015~~JMJ ~~Plan,~~Convertible Note. ~~which~~The ~~has~~variable ~~not~~conversion ~~been~~term ~~approved~~was byconsidered ~~the~~to ~~stockholders~~be ofa ~~the~~derivative ~~Company,~~liability and asthe ofCompany ~~October~~recorded ~~31,~~approximately ~~2015~~$253, ~~a total~~ 000 of ~~11,500,000~~debt ~~shares~~discount ~~are~~upon ~~available for~~ issuance. ~~under~~The ~~the~~derivative ~~2015~~liability ~~Plan.~~had Ina ~~July~~fair ~~2015,~~value ~~the~~of ~~Company~~approximately ~~granted 6~~$132,000~~,000~~ ~~options~~as toof ~~executives~~April ~~under~~30, ~~the 2015 Plan~~2016. ~~These options will not be recognized for accounting purposes until shareholder approval is obtained.~~

~~The~~A one-time ~~Plans~~interest ~~are~~charge ~~administered by the Board~~ of ~~Directors~~12% inwas ~~its~~applied ~~discretion. The Board of Directors interprets the Plans and has broad discretion~~ to ~~select~~ the ~~eligible~~principal ~~persons~~amount toof ~~whom awards will be granted, as well as~~ the ~~type~~note, ~~size~~which ~~and~~remains ~~terms~~payable ~~and~~regardless ~~conditions~~ of ~~each award, including~~ the ~~exercise~~repayment (or ~~price~~conversion) ~~of stock options, the number of shares subject to awards, the expiration~~ date of ~~awards, and~~ the ~~vesting schedule or other restrictions applicable to awards~~note.

~~During~~The goal is for the ~~nine~~Company ~~months~~to ~~ended~~utilize ~~October~~this ~~31,~~debt ~~2015~~as ~~and~~growth ~~2014,~~capital to help accelerate projects that generate revenue. We hope to repay the ~~Company~~JMJ ~~recognized~~Convertible ~~share-based~~Note ~~compensation~~prior ~~expenses~~to ~~totaling~~any ~~$939~~conversion. In the event that the JMJ Note is not repaid in cash in its entirety,~~808~~ Company shareholders may suffer dilution if and ~~$1,459,032,~~to ~~respectively.~~the ~~The~~extent ~~remaining~~that ~~amount~~the balance of ~~unamortized~~the ~~stock~~JMJ ~~option~~Note ~~expense~~is atconverted ~~October~~into 31common stock. At April 30, ~~2015~~2016, the amount owed JMJ Financial was $2436,~~280~~968 of which $385,~~542~~000 was principal and $51,968 was interest payable.

~~The~~Convertible Notes ~~intrinsic~~Payable ~~value~~–Vis ofVires ~~exercisable and outstanding options at October 31, 2015 and 2014 was $96,667 and $665,000, respectively.~~

On September 24, 2015, we sold Vis Vires Group, Inc. (“Vis Vires”) a Convertible Promissory Note (with an issuance date of September 9, 2015) in the principal amount of $254,000 (the “Vis Vires Convertible Note”). The ~~options~~Vis ~~are~~Vires ~~valued~~Convertible Note ~~using~~bears interest at the ~~Black~~rate ~~Scholes~~of ~~method~~8% ~~with~~per annum (22% upon an event of default) and is due and payable on June 11, 2016. The principal amount of the ~~grant~~Vis ~~date~~Vires ~~weighted~~Convertible ~~average~~Note ~~fair~~and ~~value~~all accrued interest is convertible at the option of the holder at the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion and (b) $0.2900009. ~~per~~The ~~share. Activity~~Vis Vires Convertible Note conversion price also includes price protection features in the event we issue or are deemed to have issued common stock ~~options~~or ~~during~~convertible ~~the~~securities ~~nine~~at ~~month~~a ~~period~~price equal ~~ended~~to ~~October~~less 31than the conversion price, ~~2015~~the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price. The variable conversion term was considered to be a derivative liability and ~~related~~the ~~balances~~Company recorded approximately $224,000 of debt discount upon issuance. There is a prepayment penalty on the note ranging from 108% to 133% of the then outstanding asbalance, depending on when such prepayment is made. In March 2016, we paid $347,172 to satisfy the amount outstanding under the Vis Vires Convertible Note in full. With the payment of ~~that~~the ~~date~~note, ~~are~~the ~~set~~related ~~forth~~derivative ~~below:~~liability was also extinguished and the Company recorded approximately $133,000 as a gain on extinguishment of debt.

						Weighted Average
	Number of			Weighted Average		Remaining Contract
	Shares			Exercise Price		Term (# of years)
Outstanding at February 1, 2015		17,830,000		$	0.35
Granted		1,340,000			0.20
Exercised		-			-
Forfeited and canceled		(1,220,000	)		0.45
Outstanding at October 31, 2015		17,950,000		$	0.27		2.71
Exercisable at October 31, 2015		13,775,825		$	0.29		2.42

On March 16, 2016, we sold Vis Vires an additional Convertible Promissory Note in the principal amount of $225,000 (the “New Vis Vires Convertible Note”). The New Vis Vires Convertible Note bears interest at the rate of 8% per annum (22% upon an event of default) and is due and payable on December 15, 2016. The principal amount of the New Vis Vires Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time after September 2016. The conversion price of the New Vis Vires Convertible Note is equal to the greater of a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion, and (b) $0.00009. The New Vis Vires Convertible Note conversion price also includes price protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the New Vis Vires Convertible Note, the conversion price of the New Vis Vires Convertible Note is automatically reduced to such lower price. The repricing feature of the conversion feature was considered to be derivative liabilities and accordingly, the Company recorded approximately $130,000 discount to debt. The Company revalued the derivative liability at approximately $166,000 as of April 30, 2016. We may prepay in full the unpaid principal and interest on the New Vis Vires Convertible Note, upon notice, any time after September 2016. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the New Vis Vires Convertible Note, depending on when such prepayment is made. We hope to repay the New Vis Vires Convertible Note prior to any conversion. In the event that the New Vis Vires Convertible Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the New Vis Vires Convertible Note is converted into common stock At April 30, 2016, the amount owed Vis Vires was $236,969 of which $225,000 was principal and $11,969 was interest payable.

F-10

~~Note~~Convertible Promissory 8Convertible –Promissory ~~Commitments~~Notes ~~and~~with ~~Contingencies~~Duck Duck Spruce

OnIn March ~~July 28~~2016, ~~2014,~~we ~~Shane~~sold ~~Whittle,~~Duck ~~individually~~Duck Spruce, aLLC ~~former significant shareholder and officer and director of the Company~~ (“~~Whittle“)~~Duck ~~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~~Duck”). ~~The~~two ~~complaint~~5% ~~alleged~~Convertible ~~that~~Promissory ~~Whittle~~Notes ~~entered into a consulting agreement~~ with ~~the~~total ~~Company~~principal ~~for~~face amounts ~~which the Company 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 included $60550,000 ~~under the consulting agreement~~ and received $19500,~~715~~000 ~~related~~in ~~to payments assumed by the Company. Effective on March 31~~cash, ~~2015,~~with the ~~Company~~difference ~~and~~representing ~~Mr.~~an ~~Whittle~~original ~~entered~~issue ~~into~~discount ~~a Settlement Agreement and Release of Claims~~ (collectively, the “~~Settlement“),~~Duck ~~pursuant~~Duck ~~to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209~~Notes”)~~, lawsuit described above~~. ~~Pursuant~~The toDuck ~~the~~Duck ~~terms~~Notes ofaccrue ~~the~~interest ~~Settlement,~~at the ~~Company~~rate ~~agreed to pay Mr. Whittle $80,000 which was accrued as~~ of ~~January~~5% ~~31,~~per ~~2015~~annum (tothe belesser ~~paid in equal payments~~ of $10~~,000~~% per ~~month~~annum and ~~beginning~~the onhighest ~~April~~rate 1,allowed ~~2015,~~per oflaw ~~which~~upon ~~$10,000~~an isevent inof default), ~~the~~and ~~Company~~are ~~agreed~~due ~~to withdraw from a joinder~~ in ~~connection~~December with the Federal Action pending between the parties (and certain other parties) as described below, the parties provided each other mutual releases and the parties agreed to mutually dismiss, with prejudice, their claims2016.

InThe Duck aDuck ~~separate~~Notes ~~case,~~can onbe ~~September~~repaid ~~30,~~prior ~~2014,~~to ~~Whittle~~September ~~individually,~~2016 ~~and~~with ~~derivatively~~a onprepayment ~~behalf~~penalty of ~~Marley~~between ~~Coffee~~105% ~~LLC~~and ~~(“MC~~130% ~~LLC“)~~of ~~filed a complaint against Rohan Marley, Cedella Marley,~~ the ~~Company,~~principal ~~Hope~~amount owed ~~Road Merchandising~~thereunder, ~~LLC,~~plus ~~Fifty-Six~~interest. ~~Hope~~After ~~Road~~September ~~Music Limited~~2016, ~~and Marley Coffee Estate Limited in~~ the ~~United~~notes ~~States~~cannot ~~District~~be ~~Court~~repaid ~~for~~without the ~~District~~written consent of ~~Colorado~~Duck ~~(Civil~~Duck. ~~Action~~The amounts ~~No.~~owed ~~2014-CV-2680).~~under ~~The~~the ~~complaint~~Duck ~~alleges~~Duck ~~that~~Notes ~~Whittle~~are ~~entered~~convertible into ashares ~~partnership~~of ~~with~~our ~~Rohan~~common ~~Marley,~~stock toin ~~sell~~September ~~premium~~2016 ~~coffee~~at ~~products~~a ~~branded~~35% ~~after~~discount the average ~~name and likeness~~ of ~~Rohan~~the ~~Marley.~~two ~~The~~lowest ~~causes~~closing prices of ~~action~~our ~~set~~common ~~forth~~stock induring the ~~complaint~~10 ~~include,~~consecutive ~~among~~trading ~~others,~~days ~~racketeering~~prior ~~activity,~~to ~~trademark~~the ~~infringement,~~date ~~breach~~ of ~~fiduciary duty~~conversion, subject ~~civil~~to ~~theft,~~a ~~and~~floor ~~civil conspiracy (some~~ of ~~which~~$0.05 ~~causes~~per ofshare. ~~action~~The ~~are~~variable ~~not~~conversion ~~directly~~terms ~~alleged~~of ~~against~~ the ~~Company),~~note ~~which~~were ~~are~~accounted ~~alleged~~for toas ~~have~~derivative ~~directly caused Whittle~~ liabilities and ~~Marley~~the ~~Coffee~~Company ~~LLC~~recorded ~~substantial~~a ~~financial~~discount ~~harm. Damages claimed by Whittle and MC LLC include economic damages~~ to bethe ~~proven~~note atof ~~trial,~~approximately ~~profits made by defendants~~$279,000. ~~treble~~We ~~damages,~~hope ~~punitive~~to ~~damages,~~repay ~~attorneys’~~the ~~fees~~Duck ~~and~~Duck ~~pre~~Notes ~~and~~prior ~~post~~to ~~judgment~~any ~~interest~~conversion. ~~Subsequently,~~ In ~~all~~the ~~but~~event that the ~~civil~~Duck ~~conspiracy~~Duck ~~claim~~Notes ~~against~~are ~~the~~not ~~Company~~repaid ~~was~~in ~~dismissed~~cash ~~and~~in ~~the~~their ~~court~~entirety, ~~ordered~~Company ~~Whittle~~shareholders tomay ~~amend~~suffer ~~his~~dilution ~~complaint~~if and to ~~provide~~the ~~only~~extent ~~for~~that anthe ~~alleged~~balance ~~claim~~ of ~~breach of fiduciary duty (not against~~ the ~~Company)~~Duck ~~and~~Duck ~~conspiracy~~Notes ~~claims~~is asconverted aninto ~~individual~~common ~~(not~~stock. onAt aApril ~~derivative~~30, ~~basis).~~2016 ~~The~~the ~~outcome~~balance of ~~this~~these ~~lawsuit~~loans total ~~cannot~~$555,558 ~~be predicted with any degree~~ of ~~reasonable~~which ~~certainty.~~$550,000 ~~In the event the matter~~ is ~~not~~principal ~~settled, the Company intends to continue to vigorously defend itself against Whittle’s~~ and MC$5,558 ~~LLC’s~~is ~~claims~~interest payable.

OnThe second ~~December~~Duck ~~15,~~Duck ~~2014,~~Note aalso ~~complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles – Central Division~~ (~~Case Number: BC566749~~a), ~~pursuant~~required us to ~~which~~issue ~~Sky Consulting Group~~250,000 ~~Inc.~~shares ~~(“Sky“), made various claims against the Company, Mr. Tran, the Company’s President and Director, Marley C&V International, and various other parties. The complaint alleged causes~~ of ~~action~~restricted ~~for~~common ~~breach~~stock ~~of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating~~ to aDuck ~~May~~Duck ~~2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products~~ in ~~Korea.~~consideration ~~The~~for agreeing ~~suit seeks damages, punitive damages, court costs and attorney’s fees. The Company subsequently filed a motion~~ to ~~compel arbitration pursuant to~~ the ~~terms~~sale of ~~the~~such ~~agreement,~~note; ~~which~~and ~~was~~(b) ~~approved by~~ the ~~court~~conversion onprice ~~April~~also 7,includes ~~2015.~~price ~~The~~protection ~~parties~~such ~~subsequently~~that ~~entered arbitration~~ in ~~connection with~~ the ~~lawsuit. On~~event ~~September~~we 8,issue or ~~2015,~~are ~~the~~deemed ~~parties entered into a mutual settlement and release agreement, whereby Sky agreed~~ to ~~return~~have ~~130,480~~issued ~~shares of~~ common stock ~~to the Company and stop distributing our products, displaying our tradenames~~ or ~~using~~convertible ~~our~~securities ~~intellectual~~at ~~property;~~a ~~the~~price ~~parties~~equal ~~agreed~~ to ~~each~~less ~~dismiss~~than ~~their claims/lawsuits; and each party provided~~ the ~~other~~conversion ~~a general release of all outstanding claims. As of the date of this report~~price, the ~~shares~~conversion price ~~have~~is ~~been~~automatically ~~returned~~reduced to ~~the~~such ~~Company~~lower ~~and cancelled, provided that claims/lawsuits have not been dismissed, however we anticipate the claims/lawsuits will be dismissed shortly after the date this report is filed~~price. InThe ~~the~~Company ~~current~~recorded ~~quarter~~a ~~ended October 31, 2015 the Accounts receivable was written off to bad~~ debt ~~expense~~discount ~~but~~associated wewith ~~expect~~ this tonote betotaling ~~reversed in the next period as the cancelled shares will be used to relieve the outstanding balance due from Sky Consulting~~approximately $279,000.

OnThird Party November 17, 2015, the SEC filed a complaint against us (Case 2:15-cv-08921) in the United States District Court Central District of California Western Division. Also included as defendants in the complaint were Shane G. Whittle (our former Chief Executive Officer and Director) and parties unrelated to us, Wayne S. P. Weaver, Michael K. Sun, Rene Berlinger, Stephen B. Wheatley, Kevin P. Miller, Mohammed A. Al-Barwani, Alexander J. Hunter, and Thomas E. Hunter (collectively, the “Defendants”). Pursuant to the complaint, the SEC alleged that Mr. Whittle orchestrated a “pump and dump” scheme with certain other of the Defendants in connection with our common stock. The scheme allegedly involved utilizing our July 2009 reverse merger transaction to secretly gain control of millions of our shares, spreading the stock to offshore entities, and dumping the shares on the unsuspecting public after the stock price soared following fraudulent promotional campaigns undertaken by Mr. Whittle and certain other of the Defendants in or around 2011. The complaint also alleges that to boost our stock price and provide cash to the Company, Mr. Whittle and certain other of the Defendants orchestrated a sham financing arrangement designed to create the false appearance of legitimate third-party interest and investment in the Company through a non-existent entity, Straight Path Capital, pursuant to which we raised approximately $2.5 million through the sale of 6.25 million shares of common stock in 2011. The SEC also alleges that Mr. Whittle and others caused us to make public announcements which caused our stock price to rise, which helped facilitate the alleged frauds among other allegations spelled out more completely in the complaint. The SEC’s complaint charges us, Mr. Whittle, Mr. Weaver, Mr. Sun, Mr. Berlinger, Mr. Wheatley, Mr. Miller, and Mr. Al-Barwani with conducting an illegal offering in violation of Sections 5(a) and 5(c) of the Securities Act. The complaint further alleges that Mr. Whittle, Mr. Weaver, Mr. Sun, Mr. Berlinger, and the Hunters violated Section 10(b) of the Exchange Act and Rule 10b-5, and Mr. Whittle, Mr. Weaver, Mr. Sun, and Mr. Berlinger violated Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. Mr. Whittle is additionally charged with violating Section 16(a) of the Exchange Act and Rule 16a-3, and the Hunters are charged with violations of Sections 17(b) of the Securities Act, which prohibits fraudulent touting of stock. The SEC is seeking injunctions, disgorgement, prejudgment interest, and penalties as well as penny stock bars against all of the individual Defendants and an officer-and-director bar against Mr. Whittle. The Company intends to vigorously defend itself against the allegations of the SEC. The possibility of loss cannot be determined at this early date without further discovery; however, in the event the Company were to have to pay significant fines or disgorgement in the matter, and the Company was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection.Loan

In October 2015, we borrowed $150,000 from a third-party lender. The October 2015 loan has a seven-month term, a total payback amount of $202,500 and is payable by way of 147 daily payments of $1,378. In November 2015, we borrowed $65,000 from the same lender. The November 2015 loan has a term of six months, a total payable amount of $89,700 and is payable by way of 126 daily payments of $712. In January 2016, we borrowed $220,000 from the same lender (of which $91,887.70 was new lending and $128,112.30 was used to repay the balance on the October 2015 loan). The January 2016 loan has a term of ten months, a total payback amount of $290,400 and is payable by way of 210 daily payments of $1,383. There was $215,173 outstanding as of January 31, 2016. In February 2016, we borrowed $100,000 from the same lender which has a six-month term, a total payback amount of $130,000 and is payable by way of 126 daily payments of $1,032. In April 2016, we borrowed $115,000 from the same lender (of which $90,000 was new lending and the remainder was used to pay back the balance on the November 2015 loan). The April 2016 loan has a term of eight months, a total payable amount of $158,700 and is payable by way of 168 daily payments of $945. The loans are secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount. The interest rate on these loans range from 30-38% per annum. As of April 30, 2016, $259,907 is payable under the outstanding loans.

F-11

Note 6. 9Related –Party ~~Sale of Division~~Transactions

~~On July 9, 2015,~~ Transactions with anMarley ~~effective~~Coffee date of July 1, 2015, the Company entered into an Asset Purchase Agreement with Black Rock Beverages, LLC (“BRB”), pursuant to which it sold its Black Rock Beverage division and related assets to BRB (the “Sale Agreement”)Ltd. Pursuant to the Sale Agreement, BRB agreed to pay the Company $300,000, with $200,000 payable on the closing date of the transaction (July 15, 2015), and $100,000 payable in 24 equal monthly installments, provided that if BRB’s average sales do not meet a minimum of $50,000 per month during each of the first six months following the closing, the aggregate amount of $100,000 in payments due is reduced by $5,000 for each month such $50,000 monthly minimum is not met. The contingent $100,000 consideration will be recognized, if and when, the conditions for measurement have been met six months subsequent to the sale date. Additionally, the Company agreed to continue to pay the salary of one of its employees acquired in the Company’s original acquisition of the Black Rock Beverage division in August 2013 and to continue to cover the rent, for five months, on a warehouse located on Lipan St. in Denver, Colorado, and BRB agreed to assume certain of the Company’s capital and vehicle leases. We also agreed to a six month freeze on increasing any cost of goods purchased by BRB for products sold through the Black Rock Beverage operations.

~~Note~~During the 10three –months ~~Concentrations~~ended April 30, 2016 and 2015, the Company made purchases of $0 and $161,645, 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’s Chairman, Rohan Marley, is an owner of approximately 25% of the equity of MC.

AThe Company ~~significant~~also ~~portion~~received of$0 ~~our~~and ~~revenue~~$45,200 isin ~~derived~~rebates from ~~our~~MC ~~relationships~~during ~~with~~the athree ~~limited~~months ~~number~~ended ofApril ~~vendors~~30, 2016 and ~~distributors.~~2015, ~~The~~respectively, ~~loss~~on the ofJamaican ~~one~~green orcoffee ~~more~~purchased. ofWe ~~our~~buy ~~significant~~JBM ~~vendors~~coffee orat ~~distributors~~the ~~would~~most ~~have~~favorable amarket ~~material~~rate ~~impact~~in onthe ~~our revenues and results of operations~~market. ~~During~~For the ~~three~~majority ~~months~~of ~~ended October 31~~transactions, we ~~2015,~~buy ~~four~~raw ~~customers~~unroasted ~~accounted~~beans ~~for~~from ~~57%~~MC ofand ~~our~~then ~~revenue. During~~resell ~~the~~them ~~nine~~to ~~months ended October 31, 2015, four~~ customers ~~accounted~~around ~~for~~the ~~50% of net revenues~~world. ~~During~~From ~~the~~time ~~three~~to ~~months ended October 31~~time, ~~2014,~~it ~~two~~is ofmore ~~our~~economically favorable ~~customers accounted~~ for ~~54% of net revenues. During~~ the ~~nine~~Company ~~months~~to ~~ended~~allow ~~October~~MC ~~31,~~to ~~2014,~~sell ~~four~~to our customers ~~accounted~~directly ~~for~~and ~~63%~~then ofreceive ~~net~~a ~~revenues~~rebate.

~~During~~License with ~~the~~Fifty-Six ~~three~~Hope months ended October 31, 2015, two vendors accounted for 49% of purchases. During the nine months ended October 31, 2015, two vendors accounted for 68% of purchases. During the nine months ended October 31, 2014, two vendors accounted for 89% of purchases.Rd

As of April 30, 2016 and 2015, the Company incurred license fees payable to Fifty-Six Hope Road Music Limited (“56 Hope Road”) of $77,653 and $59,113, respectively. For the three months ended April 30, 2016 and 2015, there were licensing fees accrued and payable of $297,324 in our accounts payable balance and $118,700, respectively, to 56 Hope Road, for the license to use the name “Marley Coffee”.

Other Related Party Transactions

The following describe transactions with entities which are licensees of Hope Road Merchandising, LLC a company in which Rohan Marley is a beneficiary. During the three months ended April 30, 2016 and 2015, the Company made net purchases of $77, and $2,483, respectively, from House of Marley. House of Marley produces headphones and speakers that the Company uses for promotions and trade shows. During the three months ended April 30, 2016 and 2015, the Company made purchases of $0 and $521, respectively from Zion Rootswear. The purchases from Zion Rootswear were for Bob Marley apparel and gifts that were used for marketing and promotions purposes.

The Company has made sales to related parties for the three months ending April 30, 2016 of $3,198 to Lions of Marley, $420 to Delivery Agent (for product that is sold on the Bob Marley Website) and for the three months ending April 30, 2015, the Company made no sales to related parties. The companies above are licensees of Hope Road Merchandising, LLC, a company in which Rohan Marley is a beneficiary.

During the three months ended April 30, 2016, the Company paid Rohan Marley Enterprises $93,668 of which $93,428 was paid through stock compensation for director’s fees and bonus and $240 was paid in cash for reimbursable expenses. During the three months ended April 30, 2015, the Company paid Rohan Marley Enterprises $47,482 for directors consulting fees and expense reimbursements. Rohan Marley Enterprises is the personal S-Corporation of Rohan Marley which he uses to record all of his business transactions

The total owed to Mother Parkers at April 30, 2016 was $2,232,088 and at April 30, 2015 $2,480,206 was due to Mother Parkers for coffee purchases. The total accounts receivable due from Mother Parkers as of April 30, 2016 and 2015 is $463,906 and $810,498, respectively.

During the three months ended April 30, 2016 and 2015, the Company paid Sondra Toevs, $1,832 and $2,524, respectively and Ellie Toevs, $1,922 and $858, respectively, for part-time employment. Sondra Toevs is the wife of the Company’s CEO, Brent Toevs, and Ellie Toevs is the daughter of Mr. Toevs.

F-12

~~During the three months ended October 31, 2015, sales in Canada totaled $185,903 and for the three months ended October 31, 2014, sales in Canada were $146,091~~Note 7. ~~For~~ ~~the~~Stockholders’ ~~nine months ended October 31, 2015 sales in Canada totaled $612,565 and during the nine months ended October 31, 2014 sales in Canada totaled $146,556.~~Equity

For the three months ended October 31, 2015 sales in South Korea for Green and retail coffee sales totaled $362,257 and for the three months ended October 31, 2014 sales in South Korea totaled $1,425. For the nine months ended October 31, 2015 sales in South Korea for Green and retail coffee sales totaled $825,604 and for the nine months ended October 31, 2014 sales in South Korea totaled $1,425. The Company received approximately $147,000 from licensing fees during the last twelve months associated with C&V’s opening of Marley Coffee Café’s.Share-based Compensation:

~~For~~On August 5, 2011, the ~~three~~Board ~~months~~of ~~ended~~Directors ~~October~~approved ~~31,~~the ~~2015~~Company’s 2011 Equity Compensation Plan (the “2011 Plan”). The 2011 Plan authorizes the issuance of various forms of stock-based awards, ~~sales~~including inincentive ~~Chile~~or ~~totaled~~non-qualified ~~$62~~options,~~230~~ restricted stock awards, performance shares and ~~sales~~other securities as described in ~~Chile~~greater ~~totaled~~detail ~~$65~~in the 2011 Plan,~~000~~ ~~for~~to the ~~three~~Company’s employees, ~~months~~officers, ~~ended~~directors ~~October~~and 31consultants. A total of 20,000,000 ~~2014.~~shares ~~For~~are ~~the~~authorized ~~nine~~for ~~months~~issuance ~~ended~~under ~~October~~the 312011 Plan, which ~~2015~~has ~~sales~~not inbeen ~~Chile~~approved ~~totaled~~by ~~$670,868~~the ~~and~~stockholders ~~for~~of the ~~nine~~Company ~~months~~as ~~ended~~of ~~October~~April 3130, ~~2014~~2016. ~~sales~~A intotal ~~Chile~~of ~~totaled $65~~16,~~000~~333,333 shares are available for issuance under the 2011 Plan.

~~Note~~On October 1114, –2012, ~~Convertible~~the Board of Directors approved the Company’s 2012 Equity Incentive Plan, which was amended and ~~Other~~restated on ~~Notes~~September ~~Payable~~19, 2013 (as amended and restated, the “2012 Plan”). The 2012 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 2012 Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2012 Plan, which has been approved by the stockholders of the Company, and as of April 30, 2016, a total of 436,907 shares are available for issuance under the 2012 Plan.

~~Convertible~~On September 10, 2013, the Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 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~~other ~~Notes~~securities ~~Payable~~as described in greater detail in the 2013 Plan, to the Company’s employees, officers, directors and consultants. A total of 12,000,000 shares are authorized for issuance under the 2013 Plan, which has been approved by the stockholders of the Company to date, and as ~~follows:~~of April 30, 2016, a total of 1,717,652 shares are available for issuance under the 2013 Plan.

	Commitment	Outstanding as of October 31, 2015	Available Proceeds	Interest Rate	Maturity
Colorado Medical Finance Services, LLC *	$500,000	$183,070	316,930	17.5%	September 2016
JSJ	275,000	275,000	-	12%	March 2016
Typenex	1,005,000	255,000	750,000	10%	April 2022
JMJ	900,000	385,000	515,000	10%	September 2017
Vis Vires	250,000	250,000	-	8%	June 2016

On June 30, 2015, the Board of Directors approved and adopted the Company’s 2015 Equity Incentive Plan, which was amended and restated by the Board of Directors on March 10, 2016 (the Amended and Restated 2015 Equity Incentive Plan, the “2015 Plan”). The sole amendment to the 2015 Plan which was affected by the entry into the amended and restated plan was to clarify and confirm that no awards under the 2015 Plan can be issued or granted to any person under the 2015 Plan in connection with, or in consideration for, the offer or sale of securities in a capital-raising transaction, or where such services directly or indirectly promote or maintain a market for the Company’s securities. The 2015 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 2015 Plan, to the Company’s employees, officers, directors and consultants. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the maximum aggregate number of shares of common stock which may be issued pursuant to awards under the 2015 Plan is 17,500,000 shares, and as of April 30, 2016, a total of 8,927,182 shares are available for issuance under the 2015 Plan.

*LineThe Plans are administered by the Board of ~~Credit~~Directors in its discretion. The Board of Directors interprets the Plans and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the exercise price of stock options, the number of shares subject to awards, the expiration date of awards, and the vesting schedule or other restrictions applicable to awards.

Revolving Line of Credit

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC, with an effective date of February 16, 2015. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or coffee goods and services, at the option of the lender, with our consent. The line of credit expires, and all amounts are due under the line of credit on September 26, 2016. The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default. Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates. As of October 31, 2015, the Company had borrowed a total of $250,000 under the Line of Credit, with $183,070 outstanding.

F-13

~~Convertible~~Activity in ~~Note~~stock ~~with~~options ~~JSJ~~during ~~Investments~~the ~~Inc.~~three month period ended April 30, 2016 and related balances outstanding as of that date are set forth below:

On September 9, 2015, we entered into a 12% Convertible Note to JSJ Investments Inc. (“JSJ” and the “JSJ Convertible Note”) in the amount of $275,000. Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum (18% upon an event of default). The JSJ Convertible Note is payable by us on demand by JSJ at any time after March 6, 2016. We have the right to repay the JSJ Convertible Note (a) for an amount equal to 135% of the then balance of such note until the 180th day following the date of the note, and (b) for an amount equal to 150% of the balance of such note subsequent to the maturity date (provided the holder consents to such payment after maturity).

	Number of Shares		Weighted Average Exercise Price		Weighted Average Reaming Contract Term (# of years)
Outstanding at January 31, 2016		23,590,000	$	0.25		3.19
Granted		—		—
Exercised		—		—
Forfeited and canceled		—		—
Outstanding at April 30, 2016		23,590,000	$	0.25		2.94
Exercisable at April 30, 2016		14,246,666	$	0.28		2.05

~~The JSJ Convertible~~ Note ~~and all accrued interest is convertible at the option of the holder thereof into the Company’s common stock at any time~~ 8. ~~The~~Commitments conversion price of the JSJ Convertible Note is 60% (a 40% discount) to the third lowest intra-day trading price of the Company’s common stock during the 10 trading days prior to any conversion date of the note. In the event we do not issue the holder any shares due in connection with a conversion within three business days, we are required to issue the holder additional shares equal to 25% of the conversion amount, and an additional 25% of such shares for each additional five business days beyond such fourth business day that such failure continues. In the event we do not have a sufficient number of authorized but unissued shares of common stock to allow for the conversion of the note, the discount rate (40%) is increased by an additional 5%.Contingencies

InFrom time ~~connection~~to ~~with~~time, ~~the~~we ~~issuance~~may ofbecome ~~the~~party ~~note,~~to litigation or other legal proceedings that we ~~agreed~~consider to ~~pay~~be ~~$5,000~~a part of ~~JSJ’s~~the ~~legal~~ordinary ~~fees~~course of our business.

~~The~~On September ~~JSJ~~30, ~~Convertible~~2014, ~~Note~~Shane ~~contains~~Whittle, ~~standard~~individually, ~~and~~a ~~customary~~former ~~events~~significant ofshareholder ~~default,~~and ~~including~~officer inand director of the ~~event~~Company we(“Whittle”), and ~~fail~~derivatively toon ~~timely~~behalf ~~file~~of ~~any~~Marley ~~and~~Coffee ~~all~~LLC ~~reports~~(“MC ~~due~~LLC”) ~~with~~filed ~~the~~a ~~Securities~~complaint ~~and~~against ~~Exchange~~Rohan ~~Commission.~~Marley, ~~Upon~~Cedella Marley, the ~~occurrence~~Company, ofHope anRoad ~~event~~Merchandising, ofLLC ~~default~~(“HRM”), ~~JSJ~~Fifty-Six ~~can~~Hope ~~demand~~Road ~~that~~Music weLimited ~~immediately~~(“56 Hope ~~repay~~Road”), ~~150%~~and ofMarley ~~the~~Coffee ~~outstanding~~Estate ~~balance~~Limited of(“Marley Coffee Estate”) in the ~~JSJ~~United ~~Convertible~~States ~~Note~~District Court ~~together~~for ~~with~~the ~~accrued~~District ~~interest~~of Colorado (~~and~~Civil ~~default~~Action ~~interest,~~No. ~~if any~~2014-CV-2680).

~~Pursuant~~The complaint toalleged ~~the~~that ~~terms~~Whittle ofentered ~~the~~into ~~JSJ~~a ~~Convertible~~partnership ~~Note~~with Rohan Marley, ~~JSJ~~the ~~agreed~~son ~~not~~of tothe ~~engage~~late inreggae ~~any~~music ~~short~~legend ~~sales~~Robert orNesta Marley ~~hedging~~p/k/a ~~transactions~~Bob ofMarley, ~~our~~to ~~common~~sell ~~stock.~~premium Atcoffee noproducts ~~time~~branded ~~may~~after the ~~JSJ~~name ~~Convertible~~and ~~Note~~likeness beof ~~converted~~Rohan ~~into~~Marley. ~~shares~~The causes of ~~our~~action set ~~common~~forth ~~stock~~in ifthe ~~such~~complaint ~~conversion~~included, ~~would~~among ~~result~~others, inracketeering ~~JSJ~~activity, ~~and~~trademark ~~its~~infringement, ~~affiliates~~breach ~~owning~~of anfiduciary ~~aggregate~~duty, ofcivil theft, inand ~~excess~~civil conspiracy (some of ~~4.99%~~which causes of ~~the~~action ~~then~~were ~~outstanding~~not ~~shares~~directly ofalleged ~~our~~against ~~common~~the ~~stock~~Company), ~~provided~~which ~~such~~were ~~percentage~~alleged to ~~may~~have bedirectly ~~increased~~caused Whittle and MCL substantial financial harm. Damages claimed by ~~JSJ~~Whittle toand upMCL toincluded ~~increases~~economic damages to ~~9.99%~~be ~~upon~~proven ~~not~~at ~~less~~trial, ~~than~~profits 61made ~~days~~by ~~prior~~defendants, ~~written~~treble ~~notice~~damages, topunitive usdamages, attorneys’ fees and pre and post judgment interest.

~~The~~Effective on ~~goal~~May is19, ~~for~~2016, Whittle, MCL, Rohan Marley, Cedella Marley, the Company, HRM and 56 Hope Road entered into a Settlement Agreement in connection with the proceeding described above (at the same time Whittle entered into a separate settlement agreement with Marley Coffee Estate). Pursuant to ~~utilize~~the ~~this~~Settlement ~~debt~~Agreement, as(a) ~~growth~~Whittle ~~capital~~agreed to ~~help~~resign ~~accelerate~~as ~~projects~~a ~~that~~manager ~~generate~~of ~~revenue~~MCL, assign his approximate 29% membership interest in MCL to MCL for $1. We00 ~~hope~~of total consideration, and also consented to ~~repay~~the redemption of certain other outstanding membership interests in such entity; (b) Whittle agreed to cancel and terminate the ~~JSJ~~options ~~Convertible~~to ~~Note~~purchase ~~prior~~2 million shares of the Company’s common stock which he held as of the date of the parties’ entry into the Settlement Agreement for $1.00 of total consideration; (c) Whittle agreed to release and waive any ~~conversion.~~rights Into any past due or future due payments owed by the ~~event~~Company ~~that~~under the ~~JSJ~~Settlement ~~Note~~described isabove, ~~not~~including ~~repaid~~releasing inthe ~~cash~~remaining inamount ~~its~~of ~~entirety~~$10,000 ~~Company~~which ~~shareholders~~Whittle ~~may~~was ~~suffer~~due pursuant ~~dilution~~to ifsuch ~~and~~Settlement; (d) Whittle provided a general release to each of the ~~extent~~defendants ~~that~~(including the ~~balance~~Company and Rohan Marley) from all claims, liability and obligations which Whittle had against such defendants; and (e) each of the ~~JSJ~~defendants ~~Note~~(including the isCompany ~~converted~~and ~~into~~Rohan ~~common~~Marley) ~~stock~~provided Whittle a general release from all claims, liability and obligations which such defendants had against Whittle.

~~Convertible~~In connection ~~Promissory~~with ~~Note~~the ~~with~~entry ~~Typenex~~into ~~Co-Investment~~the Settlement Agreement and the settlement of the lawsuit, ~~LLC~~the lawsuit described above and the prior Colorado state court lawsuit were dismissed.

On September 14, 2015 (the “Closing Date”), the Company entered into a Securities Purchase Agreement dated September 14, 2015 (the “Typenex SPA”) with Typenex Co-Investment, LLC (“Typenex”). Pursuant to the Typenex SPA, the Company issued to Typenex a convertible promissory note (the “Typenex Note”) in the principal amount of $1,005,000, deliverable in four tranches as described below.

The Typenex Note has a term of 20 months and an interest rate of 10% per annum (22% upon an event of default). The gross proceeds to the Company from the Typenex Note were $1,005,000, in the form of: (a) an initial tranche of $250,000 in cash (gross proceeds of $255,000, less $5,000 in expense reimbursements), and (b) three promissory notes of $250,000 each (collectively, the “Investor Notes”). Typenex may elect, in its sole discretion, to fund one or more of the Investor Notes. Absent such an election by Typenex, the Investor Notes will not result in cash proceeds to, or an obligation to repay on the part of, the Company. Each of the Investor Notes accrue interest at the rate of 10% per annum until paid (provided that all amounts due under the Investor Notes may be offset against amounts we owe Typenex in Typenex’s sole discretion), and as such, we do not anticipate owing any interest on the Investor Notes until such notes are funded by Typenex. Each of the Investor Notes are secured by a Membership Interest Pledge Agreement entered into by Typenex for our benefit.

F-14

~~Beginning~~On November on17, 2015, the ~~date~~SEC ~~that~~filed isa ~~six~~complaint against us (6Case 2:15-cv-08921) ~~months~~in ~~after~~the United States District Court Central District of California Western Division. Also included as defendants in the ~~Closing~~complaint ~~Date~~were Shane G. Whittle (our former Chief Executive Officer and onDirector) ~~the~~and ~~same~~parties ~~day~~unrelated ofto ~~each~~us, ~~month~~Wayne ~~thereafter~~S. ~~until~~P. ~~the~~Weaver, ~~maturity~~Michael ~~date~~K. Sun, soRene ~~long~~Berlinger, asStephen ~~any~~B. ~~amount~~Wheatley, isKevin P. ~~outstanding~~Miller, ~~under~~Mohammed A. Al-Barwani, Alexander J. Hunter, and Thomas E. Hunter (collectively, the ~~Typenex~~“Defendants”). Pursuant ~~Note~~to the complaint, the ~~Company~~SEC isalleged ~~required~~that toMr. ~~pay~~Whittle orchestrated a “pump and dump” scheme with certain other of the Defendants in connection with our common stock. The scheme allegedly involved utilizing our July 2009 reverse merger transaction to ~~Typenex~~secretly ~~installments~~gain control of ~~principal~~millions ~~equal~~of our shares, spreading the stock to ~~$75~~offshore entities,~~000~~ (and dumping the shares on the unsuspecting public after the stock price soared following fraudulent promotional campaigns undertaken by Mr. Whittle and certain other of the Defendants in or ~~such~~around ~~lesser~~2011. ~~principal~~The ~~amount~~complaint asalso isalleges ~~then~~that ~~outstanding)~~to boost our stock price and provide cash to the Company, ~~plus~~Mr. Whittle and certain other of the ~~sum~~Defendants orchestrated a sham financing arrangement designed to create the false appearance of ~~any~~legitimate ~~accrued~~third-party interest and ~~unpaid~~investment ~~interest~~in the Company through a non-existent entity, Straight Path Capital, pursuant to which we raised approximately $2.5 ~~Payments~~million through the sale of ~~each~~6.25 ~~installment~~million ~~amount~~shares ~~may~~of becommon ~~made~~stock in ~~cash,~~2011. The ~~subject~~SEC also alleges that Mr. Whittle and others caused us to make public announcements which caused our stock price to rise, which helped facilitate the ~~terms~~alleged frauds among other allegations spelled out more completely in the complaint. The SEC’s complaint charges us, Mr. Whittle, Mr. Weaver, Mr. Sun, Mr. Berlinger, Mr. Wheatley, Mr. Miller, and Mr. Al-Barwani with conducting an illegal offering in violation of Sections 5(a) and 5(c) of the ~~note~~Securities Act. ~~Alternatively~~The complaint further alleges that Mr. Whittle, Mr. ~~Typenex~~Weaver, orMr. Sun, Mr. Berlinger, and the ~~Company~~Hunters ~~may~~violated ~~elect~~Section to10(b) ~~convert~~of anthe ~~installment~~Exchange ~~amount~~Act ~~into~~and ~~Common~~Rule ~~Stock~~10b-5, and Mr. Whittle, Mr. Weaver, Mr. Sun, and Mr. Berlinger violated Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. Mr. Whittle is additionally charged with violating Section 16(a) of the Exchange Act and Rule 16a-3, and the Hunters are charged with violations of Sections 17(b) of the Securities Act, which prohibits fraudulent touting of stock. The SEC is seeking injunctions, disgorgement, prejudgment interest, and penalties as ~~described~~well ~~below~~as penny stock bars against all of the individual Defendants and an officer-and-director bar against Mr. Whittle.

~~Beginning~~On or ~~six~~around ~~(6)~~May ~~months~~31, ~~after~~2016, the ~~Closing~~Company ~~Date,~~entered ~~Typenex~~into ~~may~~a ~~convert~~‘Consent ~~the balance~~ of ~~the~~Defendant ~~Typenex~~Jammin ~~Note,~~Java ~~or any installment or portion thereof, utilizing the conversion price calculation set forth below~~Corp.’ ~~Generally,~~ (the ~~conversion price will be $0.30 per share; however~~“Consent”), in ~~the~~connection ~~event~~with the ~~Company~~SEC’s ~~market~~complaint ~~capitalization falls below $3 million, then the conversion price is the lower of~~ (~~a) $0.30 per share, and (b)~~ the ~~Market Price. The~~ “~~Market Price~~Complaint”). isPursuant ~~calculated~~to ~~by applying a discount of 40% (provided that under certain events~~ the ~~discount~~Consent, ~~may~~without beadmitting or ~~reduced~~denying ~~to up to 60%, upon~~ the ~~occurrence~~allegations of ~~certain~~the ~~events~~Complaint (~~with~~except aas ~~reduction~~specifically ofset 5%forth ~~per~~in ~~event)~~ such asConsent ~~the~~mainly ~~value~~relating ofto ~~common~~personal ~~stock~~and subject ~~(as~~matter ~~calculated~~jurisdiction, inwhich ~~the~~we ~~note~~admitted), ~~declining~~we ~~below~~consented ~~$0.10~~to ~~per share;~~ the ~~Company~~entry ~~not being Deposit/Withdrawal At Custodian – DWAC eligible; the Company’s common stock not being DTC eligible; or the occurrence~~ of ~~any~~a ~~major~~final ~~default~~judgment (~~as described in~~ the ~~note~~“Final Judgment”)), which, toamong ~~the~~other ~~average~~things: ~~of the three~~ (3a) ~~lowest~~permanently ~~intra-day~~restrains ~~trading~~and ~~prices~~enjoins ofus ~~the~~from ~~Company’s~~violating ~~common~~Section ~~stock~~5 ~~during~~of the ~~ten~~Securities Act, and (10b) ~~trading~~orders us ~~days immediately preceding the applicable conversion. The Company may also elect~~ to ~~make~~pay ~~payment~~disgorgement ~~of installments~~ in the ~~form~~amount of ~~equity~~$605,330.73, onplus ~~substantially~~prejudgment ~~the~~interest ~~same~~thereon ~~terms,~~in ~~subject to~~ the ~~terms~~amount ~~and conditions~~ of ~~the Typenex Note~~$94,669.27, ~~and~~totaling ~~Typenex’s~~an aggregate ~~right~~of in$700,000, ~~certain cases to require a certain portion~~ of ~~such~~which ~~payment~~(1) to$200,000 beis ~~paid~~due inwithin ~~cash~~14 ~~or stock. Additionally, 20~~ days ~~after~~of ~~shares~~the ~~issued~~entry ~~upon redemption~~ of the ~~note~~Final ~~are~~Judgment, ~~eligible~~which tofunds beare ~~freely~~currently held ~~traded by Typenex (as described~~ in ~~the~~an ~~note),~~attorney’s ~~there~~trust isaccount afor ~~required~~payment; ~~true~~and up(2) $500,000 ~~whereby Typenex~~ is ~~required~~due towithin be90 ~~issued~~days ~~additional shares in the event the trading price~~ of the ~~Company’s~~entry ~~common stock has declined from the time~~ of ~~original issuance to~~ the ~~date~~Final ~~such shares are ‘free trading’ as described in the Typenex Note~~Judgment.

The Final ~~Company~~Judgment ~~has~~was approved by the ~~right~~SEC toon ~~prepay~~or ~~the~~around ~~Typenex~~May ~~Note~~31, ~~under~~2016 ~~certain~~and ~~circumstances,~~is ~~subject~~awaiting toa ~~payment~~file stamped copy of athe ~~35%~~Final ~~prepayment~~Judgement from ~~penalty~~the ~~during~~court, which is anticipated by the ~~first~~end ~~six~~of ~~months~~June 2016. The Company has accrued $700,000 for estimated settlement expense in the ~~note~~first quarter, which is ~~outstanding~~offset ~~and~~by ~~50%~~a ~~thereafter~~$400,000 insurance settlement which was received in May 2016.

~~If,~~In addition atto ~~any time that~~ the ~~Typenex Note is outstanding~~above, ~~the~~we ~~Company~~may ~~sells~~become orinvolved ~~issues~~in ~~any common stock or~~ other ~~securities~~material ~~exercisable~~legal ~~for,~~proceedings orin ~~convertible into, Common Stock for a price per share that is less than~~ the ~~conversion price applicable under the Typenex Note, then such lower price will apply to all subsequent conversions by Typenex for a period of 20 trading days~~future.

~~The Typenex~~ Note ~~includes customary and usual events of default~~ 9. In the event of a default, the Typenex Note may be accelerated by Typenex. The outstanding balance would be immediately due and payable and we are required to repay Typenex additional amounts (including the value of the amount then due in common stock, at the highest intraday trading price of the amount then due under the note) and/or liquidated damages in addition to the amount owed under the Typenex Note. In addition, we owe certain fees and liquidated damages to Typenex if we fail to timely issue shares of common stock under the Typenex Note.Concentrations

~~Typenex~~A significant portion of our revenue is ~~prohibited~~derived from ~~owning~~our ~~more~~relationships ~~than~~with 4a limited number of vendors and distributors.~~99%~~ The loss of ~~the~~one ~~Company’s~~or ~~outstanding~~more ~~shares,~~of ~~pursuant~~our tosignificant ~~the~~vendors ~~Typenex~~or ~~Note,~~distributors ~~unless~~would ~~the~~have ~~market~~a ~~capitalization~~material ofimpact ~~the~~on ~~Company’s~~our ~~common~~revenues ~~stock~~and isresults ~~less~~of ~~than~~operations. During ~~$10,000,000,~~the inthree-month ~~which~~periods ~~case~~ended ~~Typenex~~April is30, ~~prohibited~~2016 ~~from~~and ~~owning~~2015, ~~more~~three ~~than~~customers 9accounted for 49.993% ofand ~~the~~47% ~~Company’s~~of ~~outstanding~~net ~~shares~~revenues, respectively.

~~Amounts~~During the ~~owed~~three bymonth usperiods ~~under~~ended ~~the~~April ~~Typenex~~30, ~~Note~~2016 ~~are~~and ~~secured~~2015, bytwo avendors ~~first~~accounted ~~priority~~for ~~security~~44% ~~interest~~and ~~granted~~35% toof ~~Typenex~~purchases. ~~pursuant~~The tosame ~~the~~two ~~terms~~vendors accounted offor a75% ~~Security~~and ~~Agreement~~86% ~~entered~~of ~~into~~the ~~with~~accounts ~~Typenex,~~payable inas ~~each~~ of ~~the~~April ~~Investor~~30, ~~Notes~~2016 and 2015, respectively.

~~The goal is for~~ For the ~~Company~~three tomonth ~~utilize~~periods ~~this~~ended ~~debt~~April as30, ~~growth~~2016 ~~capital~~and to2015, ~~help~~total ~~accelerate~~sales ~~projects that generate revenue. We hope to repay the Typenex Convertible Note prior to any conversion. In the event that the Typenex Note is not repaid~~ in ~~cash~~Canada intotaled ~~its entirety~~$157,077 ~~Company shareholders may suffer dilution if~~ and to$219,803, ~~the extent that the balance of the Typenex Note is converted into common stock~~respectively.

AsFor the ofthree ~~October~~month 31periods ended April 30, 2016 and 2015, ~~the~~sales ~~outstanding~~in ~~balance~~South ofKorea ~~the~~sales ~~Typenex~~totaled ~~Note~~$0 ~~was~~and $~~255~~295,~~000~~759, respectively.

~~Convertible~~For the ~~Promissory~~three ~~Note~~month ~~with~~periods ~~JMJ~~ended ~~Financial~~April 30, 2016 and 2015, sales in Chile totaled $213,420 and $184,240, respectively.

On September 16, 2015, we sold JMJ Financial (“JMJ”) a Convertible Promissory Note in the principal amount of up to $900,000 (the “JMJ Convertible Note”). The initial amount received in connection with the sale of the JMJ Convertible Note was $350,000, and a total of $385,000 is currently due under the JMJ Convertible Note (not including the interest charge described below), as all amounts borrowed under the note include a 10% original issue discount. Moving forward, JMJ may loan us additional funds (up to $900,000 in aggregate) at our request, provided that JMJ has the right in its sole discretion to approve any future request for additional funding. Each advance under the JMJ Convertible Note is due two years from the date of such advance, with the amount initially funded under the note due on September 16, 2017.

F-15

~~The JMJ Convertible~~ Note (including principal and accrued interest and where applicable other fees) is convertible into our common stock, at any time, at the lesser of $0.75 per share or 65% (a 35% discount) of the two lowest closing prices of our common stock in the 20 trading days prior to the date of any conversion, provided that if we are not DWAC eligible at the time of any conversion an additional 10~~% discount applies, and in the event our common stock is not DTC eligible at the time of any conversion, an additional 5% discount applies~~. ~~The~~Subsequent JMJ Convertible Note provides that unless we and JMJ agree in writing, JMJ is not eligible to convert any amount of the note into common stock which would result in JMJ owning more than 4.99% of our common stock.Event

AOn May ~~one-time~~12, ~~interest~~2016, ~~charge~~we ofpaid ~~12%~~$75,000 ~~was applied~~ to ~~the~~Typenex ~~principal~~and ~~amount~~on ofJune ~~the note~~7, ~~which~~2016 ~~remains~~we ~~payable~~paid ~~regardless~~off of the ~~repayment~~remaining ~~(or~~balance ~~conversion) date~~ of ~~the~~$45,920 ~~note~~owed to Typenex.

~~Until~~In June ~~180 days after the date of the note~~2016, we ~~are~~increased ~~able to prepay~~ the ~~note~~net ~~assuming~~amount weowed ~~prepay~~to ~~all outstanding principal together with~~ a ~~penalty~~third ofparty ~~40%~~by ~~of such amount~~$92,000. ~~interest,~~We ~~fees,~~currently owe ~~liquidated damages (if any)~~$418,500 ~~and~~to ~~the~~such ~~original~~third ~~issuance~~party ~~discount~~as ~~due~~a ~~thereon;~~result ~~and~~of ~~after~~these ~~160 days, we are not able to prepay the note without JMJ’s written approval~~transactions.

We agreed that we would reserve 25 million shares of common stock for conversion of the note. In the event we fail to deliver shares within four days of the date of any conversion by JMJ, we are required to pay JMJ $2,000 per day in penalties.

The JMJ Convertible Note provides for customary events of default including, our failure to timely make payments under the JMJ Convertible Note when due, our entry into bankruptcy proceedings, our failure to file reports with the SEC, our loss of DTC eligibility for our common stock, and the investor’s loss of the ability to rely on Rule 144. Additionally, upon the occurrence of an event of default, as described in greater detail in the JMJ Convertible Note, and at the election of JMJ, we are required to pay JMJ, either (i) the amount then owed under the note divided by the applicable conversion price, on the date the default occurs or the default amount is demanded (whichever is lower), multiplied by the volume weighted average price on the date the default occurs or the default amount is demanded (whichever is higher), or (ii) 150% of the principal amount of the note, plus all of the unpaid interest, fees, liquidated damages (if any) and other amounts due. Any amount not paid when due accrues interest at the rate of 18% per annum until paid in full. JMJ is not required to provide us any written notice in order to accelerate the amounts owed under the JMJ Convertible Note in the event of the occurrence of an event of default.

For so long as the JMJ Convertible Note is outstanding JMJ agreed not to effect any “short sales” of our common stock.

The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JMJ Convertible Note prior to any conversion. In the event that the JMJ Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JMJ Note is converted into common stock.

Convertible Promissory Note with Vis Vires Group

On September 24, 2015, we sold Vis Vires Group, Inc. (“Vis Vires”) a Convertible Promissory Note (with an issuance date of September 9, 2015) in the principal amount of $254,000 (the “Vis Vires Convertible Note”), pursuant to a Securities Purchase Agreement, dated September 9, 2015. The Vis Vires Convertible Note bears interest at the rate of 8% per annum (22% upon an event of default) and is due and payable on June 11, 2016. The Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to repay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note.

F-16

The principal amount of the Vis Vires Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time following the 180th day after the Vis Vires Convertible Note was issued. The conversion price of the Vis Vires Convertible Note is equal to the greater of (a) 65% (a 35% discount) multiplied by the average of the lowest five closing bid prices of our common stock during the ten trading days immediately prior to the date of any conversion; and (b) $0.00009, provided that the conversion price during major announcements (as described in the Vis Vires Convertible Note) is the lower of the conversion price on the announcement date of such major announcement and the conversion price on the date of conversion. In the event we fail to deliver the shares of common stock issuable upon conversion of the note within three business days of our receipt of a conversion notice, we are required to pay Vis Vires $2,000 per day for each day that we fail to deliver such shares. The Vis Vires Convertible Note conversion price also includes anti-dilution protection such that in the event we issue or are deemed to have issued common stock or convertible securities at a price equal to less than the conversion price of the Vis Vires Convertible Note in effect on the date of such issuance or deemed issuance, the conversion price of the Vis Vires Convertible Note is automatically reduced to such lower price, subject to certain exceptions in the note, including an exemption for persons with whom the Company was in discussions regarding an investment at the time the Vis Vires Convertible Note was entered into and officer and employee issuances/grants.

At no time may the Vis Vires Convertible Note be converted into shares of our common stock if such conversion would result in Vis Vires and its affiliates owning an aggregate of in excess of 9.99% of the then outstanding shares of our common stock.

We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180th day after the issuance date. Any prepayment is subject to payment of a prepayment amount ranging from 108% to 133% of the then outstanding balance on the Vis Vires Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made.

The Vis Vires Convertible Note also contains customary positive and negative covenants.

We paid $4,000 of Vis Vires’s attorney’s fees in connection with the sale of the Vis Vires Convertible Note.

The goal is for the Company to utilize this debt and similar debt incurred in the past several weeks as growth capital to help accelerate projects that generate revenue. We hope to repay the Vis Vires Convertible Note prior to any conversion. In the event that the Vis Vires Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Vis Vires Note is converted into common stock.

The Company assessed the classification of its derivative financial instruments as of October 31, 2015, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

F-17

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.

Debt Maturity Schedule

The following table summarizes the Company’s annual principal maturities of debt for the five years subsequent to December 31, 2015:

Year ended December 31,
2015	$	-
2016		708,070
2017		385,000
2018		-
2019		-
Thereafter		255,000
	$	1,348,070

Third Party Loan

In October 2015, we borrowed $150,000 from PowerUp Lending Group, Ltd., a third-party lender. The October 2015 loan has a seven month term, a total payback amount of $202,500 and is payable by way of 147 daily payments of $1,378. The loan is secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loan within the first 30 days after the effective date at the rate of 85% of the repayment amount and between 31 and 90 days after the effective date at the rate of 90% of the repayment amount.

Note 12 – Subsequent Events

Third Party Loan

In November 2015, we borrowed $65,000 from PowerUp Lending Group, Ltd., a third-party lender. The November 2015 loan has a term of six months, a total payable amount of $89,700 and is payable by way of 126 daily payments of $712. The loan is secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loan within the first 30 days after the effective date at the rate of 85% of the repayment amount and between 31 and 90 days after the effective date at the rate of 90% of the repayment amount.

In November 2015, the Company cancelled 130,480 shares of common stock in connection with the settlement of the Sky lawsuit described in greater detail above under note 8.

F-18

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

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Jammin Java” and “Jammin Java Corp.” refer specifically to Jammin Java Corp.

In addition, unless the context otherwise requires and for the purposes of this report only:

● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and ● “Securities Act” refers to the Securities Act of 1933, as amended.

~~● “~~You should carefully consider the risk factors described below, if any, and those described in our Annual Report on Form 10-K for the year ended January 31, 2016, filed with the SEC” oron May 5, 2016 (the “~~Commission~~Annual Report”), ~~refers~~as towell as the ~~United~~other information ~~States~~included ~~Securities~~in ~~and~~this ~~Exchange~~Quarterly ~~Commission;~~Report on Form 10-Q, the Annual Report and in our other reports filed with the SEC, prior to making a decision to invest in our securities.

● “Securities Act” refers to the Securities Act of 1933, as amended.

You should carefully consider the risk factors described below, if any, and those described in our Annual Report on Form 10-K for the year ended January 31, 2015, filed with the SEC on May 1, 2015 (the “Annual Report”), as well as the other information included in this Quarterly Report on Form 10-Q, the Annual Report and in our other reports filed with the SEC, prior to making a decision to invest in our securities.

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 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.

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.

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 unaudited 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, 2015.1

3Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information” - “Item 1. Financial Statements”.

Overview

We provide premium roasted coffee and specialty coffee on a wholesale level to the service, hospitality, office coffee service and big box store markets, as well as to a variety of other business channels. Specifically, we currently provide 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~~whose family members include Rohan Marley, our Chairman and the son of Bob Marley)(as described below), we are provided the worldwide right to use the name “Marley Coffee” and reasonably similar variations thereof.

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 (for example, consumption at the office and on the go), 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 recyclable RealCup; compatible cartridges, for use in most models of Keurig®’s K-Cup brewing system.

License Agreement with Fifty-Six Hope Road Music Limited

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~~56 Hope Road” and the “~~FSHR~~56 Hope Road License Agreement”). Rohan Marley, our Chairman, owns an interest in ~~Fifty-Six~~and serves as a director of 56 Hope Road. Pursuant to the ~~FSHR~~56 ~~License~~Hope Road License Agreement, ~~Fifty-Six~~56 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~~56 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~~56 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~~56 Hope Road 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~~56 Hope Road. Additionally, ~~FSHR~~56 Hope Road 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~~56 Hope Road 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~~56 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~~56 Hope Road License Agreement, and such deferred payments shall be paid on a quarterly-basis thereafter until paid in full. For the three months ended ~~October~~April 3130, 2016 and 2015, $6977,~~121,~~653 and ~~for the nine months ended October 31~~$58, ~~2015~~609, ~~$200~~respectively,~~405,~~ inwas ~~royalties~~payable ~~due~~for such toroyalty ~~Fifty-Six~~fees. ~~Hope~~The ~~Road~~total ~~were~~accounts ~~incurred~~payable ~~on sales. From inception~~ to ~~October~~56 ~~31,~~Hope ~~2015~~Road, ~~the~~a ~~Company~~related ~~has~~party, ~~incurred~~as ~~royalties~~ of ~~$605~~April 30,~~020~~ to2016 ~~Fifty-Six~~is ~~Hope Road~~$297,324.

We have been notified by 56 Hope Road of our alleged breach of certain of the terms of the License Agreement, including, but not limited to, our failure to deliver quarterly statements in a timely manner, our failure to timely make licensing payments, and our failure to deliver audited financial statements in a timely manner. Some of these breaches are due to cash flow issues and corporate governance matters. We are working with 56 Hope Road in an effort to resolve the alleged breaches and we are optimistic that we will be able to resolve the issues and will be able to put in place corporate governance procedures to alleviate certain of the issues raised moving forward.

Mother Parkers License Agreement

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 Commission on April 30, 2014, the Company also 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~~56 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. We also receive revenues through the sale by Mother Parkers of our roast coffee in Canada, whereby we receive a portion of the gross revenues of such sales.

Sales and Distribution Agreements and Understandings

The Company has entered into informal sales arrangements, not documented by definitive agreements, with several coffee distributors, beverage services and retailers around the world.

In Canada, Mother Parkers Tea & Coffee Inc. is the Company’s distributor for the food service ~~segment~~channel, which sells to restaurant chains like Milestones, Original Joe’s and Elephant and Castle. Mother Parkers Tea & Coffee also brings the Company’s products into retailers such as Loblaw’s, Sobey’s, ID Foods, COOP and Metro. Their success has led to about a 60% ACV for the entire country.

5In the United States, for the commercial break room channel, the Company uses its national sales representatives, National Coffee Service & Vending (NCS&V), to distribute to various retailers and distributors.

In the United States, for the commercial break room segment, the Company uses its national sales representatives, National Coffee Service & Vending (NCS&V), to distribute to various retailers and distributors.

In addition to distributions through NCS&V, the Company conducts sales directly to retailers as well as to distributors. In order to get in front of retail and distributor accounts, we rely on the experience and relationships of our staff to acquire both groups. Our marketing efforts are comprised of in store promotions, in store demos, external marketing programs, public relations, social media, tradeshows and general advertising.

Within the U.S. grocery and specialty retail ~~segment~~channel, the Company utilizes two national brokerage companies to represent, market and merchandise its products in the conventional grocery market. The Company works with Alliance Sales & Marketing, a private food broker based in Charlotte, North Carolina, to increase its new market penetration nationally in the grocery and natural foods retail sector. The Company also uses Harlow HRK to help manage its Kroger business.

Within the U.S. grocery and specialty retail ~~segment~~channel, the Company’s products are distributed through several distributors such as UNFI, Kehe, C&S and DPI and we also distribute directly to certain retailers.

The Company has strengthened its online presence by selling through a multitude of online retailers such as Amazon.com, Cooking.com, coffeeicon.com, ecscoffee.com, officedepot.com and coffeewiz.com.

Products, Plan of Operations and Business Growth

InDuring Fiscal ~~fiscal~~ 2015 and 2016, we established a national grocery distribution network, increased our brand awareness and strengthened our international presence. WeTwo ~~believe~~of ~~fiscal~~the ~~2016~~Company’s isSKUs ~~the~~have ~~breakout~~now ~~year~~made ~~for~~it ~~the~~into ~~Company~~1/3 ~~and~~of weU.S. ~~forecast~~grocery stores. For Fiscal 2017, our primary goal is to beincrease ~~EBITDA~~our ~~positive~~velocity byrate ~~the~~per ~~fourth~~store ~~quarter~~instead of increasing the ~~year,~~number ~~based~~of on our ~~projected sales volumes~~accounts.

We prepared and organized the operations of the Company to scale to $40 million in revenue without materially increasing our staffing needs from where they are currently ~~by fiscal 2017~~.

The Company is organized around our three pillars of growth, which are domestic grocery, international and ecommerce.

Domestic Grocery

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~~channel, the Company’s products are distributed through several distributors such as UNFI, Kehe, C&S and DPI and we also distribute directly to certain customers. We sell to retailers such as ~~Safeway,~~ Krogers, HEB, Wegmans, Safeway, Albertsons, Sprouts, Target, Jewel-Osco, Market Basket, Whole Foods, South ~~Winn~~Eastern ~~Dixie Bi-Lo~~Grocers, Ahold, Hannafords, ~~Albertsons,~~ Shaw’s, ~~and~~ Fairways, Ingles, Acme, ~~Rouse~~Meijers, Lucky’s ~~and~~Markets ~~Fresh~~ and ~~Easy.~~Farm Fresh. 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.

Over the course of the last ~~year~~few years, we gained distribution in over 11,500 stores in the United States, which represents 35% of all commodity volume (ACV) for all grocery. Throughout fiscal ~~2016~~2017, 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 add more SKUs (Stock Keeping Units) to our current distribution, increase our turn rate (velocity), and build brand awareness to drive further growth.

~~Our~~One of our primary ~~driver~~drivers is to enhance our brand and increase our turn rate on shelves. In order to accomplish that we will becontinue to promote the ~~launch~~Marley ofCoffee brand as well as our Recyclable RealCup™. ~~Around~~In ~~approximately~~ July of fiscal ~~2016~~2015, we ~~plan~~launched ~~to launch~~ a new version of the Marley Coffee RealCup™ capsule that ~~will~~is be compatible with the Keurig Green Mountain K2.0. The recyclable RealCup™ ~~will~~ utilizes ~~utilize~~ a recyclable capsule that is accepted by many curbside recycling programs. The technology and intellectual property is owned by Mother Parkers, however we ~~plan~~are toone beof the first and primary super premium product to launch in market amongst Mother Parkers portfolio of brands especially at our scale.

6Based on our current distribution in the U.S. and an average of three SKUS of RealCups™ per store, if we can get an additional customer to purchase one SKU per store, per week, within our existing distribution, we believe we can generate approximately ~$8 million in additional revenue per year. Our next objective is to get all nine Recyclable RealCup™ Marley Coffee SKUs within our current distribution. SKUs or Stock Keeping Units are a store’s or catalog’s product and service identification code, often portrayed as a machine-readable bar code that helps items be tracked for inventory.

~~Based~~We believe onthat our ~~current~~recyclable ~~distribution~~RealCup™ incapsule ~~the~~(Ecocup) ~~U.S.~~has ~~and~~been anone ~~average~~ of ~~three~~the ofmost ~~RealCups™~~innovative ~~per~~and ~~store,~~sustainable ifsingle weserve ~~can~~products to ~~get~~hit anthe ~~additional~~market ~~customer~~and towe’ve ~~purchase~~seen ~~one~~material ~~SKU~~growth ~~per~~results ~~store,~~because ~~per~~of ~~week,~~it. ~~within~~Keurig ~~our~~Green ~~existing distribution~~Mountain, wethe ~~believe~~largest wecompany ~~can~~in ~~generate~~the single ~~approximately~~serve ~~~$8~~space ~~million~~ in ~~additional~~North ~~revenue~~America ~~per~~has ~~year.~~expressed ~~Our~~their ~~next~~belief ~~objective~~that isthere toshould ~~get~~be ~~all~~a ~~nine~~recyclable ~~Recyclable~~solution ~~RealCup™~~for ~~Marley~~K-Cups, ~~Coffee~~however they ~~SKUs~~have ~~within~~only ~~our~~set ~~current~~a ~~distribution.~~2020 ~~SKUs~~target orfor ~~Stock~~their ~~Keeping~~commitment ~~Units~~to ~~are~~making a100% ~~store’s~~of ortheir ~~catalog’s~~K-Cup ~~product~~packs ~~and~~recyclable, ~~service~~which ~~identification~~we ~~code,~~believe ~~often~~both ~~portrayed~~validates what aswe’re adoing ~~machine-readable~~and ~~bar~~gives ~~code~~us ~~that~~a ~~helps~~5 ~~items~~year befirst ~~tracked~~mover ~~for~~competitive ~~inventory~~advantage.

WeBased on ~~believe~~the ~~that~~positive ~~our~~feedback ~~recyclable RealCup™~~from ~~capsule (Ecocup)~~retailers ~~will~~and becustomers ~~one~~as ofwell ~~the~~as ~~most~~some ~~innovative~~preliminary ~~and~~sales ~~sustainable~~information, ~~single~~EcoCup ~~serve~~has ~~products~~had toa ~~hit~~very ~~the~~positive impact ~~market~~on inour ~~calendar 2015~~operations. ~~Keurig~~We’ve ~~Green~~even ~~Mountain,~~been ~~the~~nominated ~~largest~~by ~~company in~~ the ~~single~~Nexty ~~serve~~Awards ~~space~~and inBeverage ~~North~~Awards ~~America~~for ~~has~~our ~~expressed~~innovation ~~their~~and ~~belief~~packaging. Our ~~that~~preliminary ~~there~~data ~~should~~has beshown athat ~~recyclable~~EcoCups ~~solution~~by ~~for~~themselves ~~K-Cups, however they~~ have ~~only~~helped ~~set~~with aincremental ~~2020~~growth ~~target~~in ~~for~~accounts ~~their~~like ~~commitment~~Market toBasket ~~making 100% of their K-Cup packs recyclable~~and Kroger.

Our recyclable EcoCup capsules started shipping at the very end of July 2015 and we have cycled through most of the old packaging at retail. This has taken a little bit longer than we anticipated, but based on the positive feedback from retailers and customers as well as some preliminary sales information, EcoCup has had a very positive impact on our operations. We’ve even been nominated by the Nexty Awards and Beverage Awards for our innovation and packaging. Our preliminary data has shown that EcoCups by themselves have helped with incremental growth in accounts like Market Basket and Kroger.

International

Our international business is one of the key components of our revenues. For our international accounts, we rely on first in class operators to take our brand to market and handle all of the distribution and marketing for the products. We provide brand support to our international accounts. We currently have key distribution in several countries, which include Canada, the United Kingdom, South Korea, Mexico and Chile. These countries primarily sell to the food service industry, which includes hotels, restaurants and cafes. From their success in food service, they have expanded distribution into retail distribution. Mother Parkers takes our products to market in Canada through both a licensing agreement and buy-sell relationship. Our U.K. distributor roasts and packs Company approved coffee and resells it to customers throughout Europe. ~~In the first half of fiscal 2017, we plan on launching a Nespresso© compatible capsule for markets throughout the world.~~

The Company also does business with coffee machine manufacturers such as Hamilton Beach and Remington Coffee by selling them various products such as 8 ounce bags of coffee, fractional packs or RealCup units as samples that come inside boxes of coffee which are sold as packages to end buyers. This provides greater exposure for the Company.5

The International Coffee Organization recently reported that it expects global coffee demand to rise 25% by 2021. We believe that we are in a strong position to capitalize on that growth and our goal is to continue finding top-tier operators like the ones we have in place in Canada, South Korea, Chile, Mexico and the United Kingdom. Through a distribution arrangement we have in place with ~~Marley~~ C&V International (which has no relation to 56 Hope Road), we generate revenue through coffee sold to Marley Coffee branded coffee shops in Korea (which we have no ownership or management in) and also general licensing fees through such coffee sales.

Through a distribution arrangement we have in place with ~~Marley~~ C&V International, we generate revenue through coffee sold to Marley Coffee branded coffee shops in Korea (which we have no ownership in) and also general licensing fees through such coffee sales.

~~The JAB acquisition of GMCR could help get brewers into the market in which we would have the ability capitalize on.~~Canada

7In Canada, through Mother Parkers, the Company is distributed in grocery retail, OCS and food service.

Mother Parkers distributes our products in over 2,000 stores, including some of the largest retail chains in Canada, which include Loblaw’s, Sobey’s, ID Foods, COOP, London Drugs and Metro. Our goal is to establish distribution of RealCups in grocery stores for the next two years and then to introduce our bagged coffee by 2017. We estimate that Mother Parkers will sell approximately 15 million RecyclableRealCup™ through grocery retail, OCS and food service within this fiscal year.

Mother Parkers has also found success in bringing our coffee into its food service business. They have been able to establish our products in several large restaurant chains and expect to expand the business over the next few years. For its food service business, Mother Parkers currently buys 8 ounce, 2.5 ounce fractional packs and 2 pound bags directly from the Company. The projected volume for this year is approximately 140,000 pounds of coffee with plans to get to 500,000 pounds by 2017.

For fiscal 2016 total sales in Canada totaled $922,517 and total RealCup licensing was $572,612 and total sales for the year ended January 31, 2015 was $1,546,422. For the years ended January 31, 2016 and 2015 the total sales and total licensing with Mother Parker’s was equal to $1,495,128 and $1,546,422, respectively. For the three month periods ended April 30, 2016 and 2015, total sales in Canada totaled $157,077 and $219,803, respectively. The total owed to Mother Parkers at April 30, 2016 is $2,232,088 and at April 30, 2015 $2,480,206 was due to Mother Parkers for coffee purchases. The total accounts receivable due from Mother Parkers as of April 30, 2016 and 2015 is $463,906 and $810,498, respectively.

United Kingdom/ Europe

Our U.K. partners are still finding success in distribution at specialty and natural grocery stores throughout Europe.

South Korea

We have several initiatives that have launched or are launching this year. Being successful in South Korea has the potential to echo throughout Asia and we believe our success in South Korea will be a springboard to getting meaningful distribution elsewhere in Asia. Our South Korean partners currently buy green beans and roasted products from the Company.

For fiscal 2016 sales in South Korea totaled $828,723 for green coffee and whole bean coffee and for fiscal 2015 sales in South Korea totaled $227,751. For the three month periods ended April 30, 2016 and 2015, sales in South Korea sales totaled $0 and $295,759, respectively.

Chile

Chile is a great example of a distributor who has been a brand champion for us in the region. Through their guerilla marketing efforts by sponsoring surf competitions and music festivals like Lollapalooza, they have gained distribution in food service as well as retail grocery.

In food service, our distributor has secured over 350 accounts in the region from boutiques to large restaurant chains. They recently secured Castaño, one of the largest coffee chains in all of Chile with over 80 stores that can in total do ~132,000 lbs. of coffee per year (which began in summer 2015). In December of 2014, they gained distribution in 44 Subway sandwich stores and they have goals to be in 53 stores by the end of the year and to potentially expand into other countries.

Their success in food service has helped them quickly expand into grocery retail. They recently placed our products into 100 Unimarc and 50 Tottus supermarkets, two big retail chains in Chile. However, their biggest customer to date is Walmart, which they just landed. Walmart will be bringing in 3 bags of 227 grams (8oz) coffees into stores in an early summer launch in the 30 biggest stores, with the goal of getting to the other 120 stores in Chile within six months.

For fiscal 2016 sales in Chile totaled $808,658 and for fiscal 2015 sales in Chile totaled $196,099. For the three month periods ended April 30, 2016 and 2015, sales in Chile totaled $213,420 and $184,240, respectively.

Online

During the fourth quarter of calendar 2014, we launched an innovative Coffee of the Month subscription service as well as an online retail platform at https://shop.marleycoffee.com/. We anticipate this to be a key revenue driver in the upcoming year. The total ~~Company~~online ~~also~~sales ~~sells~~for tothe ~~other~~year ~~online~~ended ~~operators~~January ~~such~~31, as2016 ~~Amazon.com,~~were ~~coffeeicon.com~~$49,900 ~~ecscoffee.com,~~compared ~~officedepot.com~~to ~~and~~$-0- ~~coffeewiz~~for the year ended January 31, 2015.~~com.~~

Our online business and social media presence is also critical in driving consumers to retail grocery stores. We have a robust social media presence with an aggregate of more than 2 million followers through Marley Coffee’s own accounts as well as our Chairman’s account. We believe we have the ability to connect with everyone from Baby Boomers who grew up listening to Bob Marley’s music to the Millennials who still connect with Bob Marley and the next generation of Marley music both offline and online. We believe the Company is naturally positioned to talk to all of these consumers digitally through our social media and at the shelf through our products and brand positioning.

Commitment to Reduce Cash Compensation

Throughout fiscal ~~2015~~2016, the Company issued shares of common stock inas partial consideration for services rendered to its officers, directors and employees in an effort to maximize its cash on hand and improve liquidity. During the remainder of fiscal ~~2016~~2017, 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 ~~2016~~2017. 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. We may not be able to increase sales, reduce expenses or obtain additional financing, if necessary, at a level to meet our 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.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015

Revenue. Revenue for the three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015 was $3,~~245~~083,~~164~~559 and $2,~~841~~738,~~504~~379, respectively, which represents an increase of $~~403~~345,~~660~~180 or 1412.6% from the previous period. Revenue increased as a result of the Company’s continued expansion into the retail grocery market and its continued growth of other business verticals.

Discounts and allowances. Discounts and allowances for the three months ended October 31, 2015 and 2014 was $430,923 and $324,300, respectively. Discounts and allowances increased as a result of the corresponding increase in sales.7

~~Net~~Discounts and ~~revenue~~allowances. ~~Net~~Discounts ~~revenue~~and allowances for the three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015 ~~was~~were $2355,~~814,241~~560 and $2156,~~517~~952,~~204~~ respectively, which represents an increase of $~~297~~198,~~037~~608 or 12127% from the previous period. Discounts and allowances increased as a result of the corresponding increase in sales.

~~Total cost of sales~~Net revenue. ~~Total~~Net ~~cost~~revenue ~~of sales~~ for the three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015 was $2,~~247~~727,~~271~~999 and $12,~~766~~581,~~469~~427, respectively, which represents an increase of $~~480~~146,~~802~~572 or 275.7% from the previous period. The increase in total cost of sales was mainly the result of a $190,946 return of discontinued items due to one of our distributors losing a large account. If this return of product is removed the cost of sales for the period increased 16%, which corresponded to the increase in sales.

~~Gross~~Total cost ~~Profit~~of sales. ~~Gross~~Total ~~profit~~cost ~~was~~of ~~$566,970~~sales ~~and $750,735, respectively,~~ for the three months ended ~~October~~April 3130, 2016 and 2015 was $1,786,870 and ~~2014~~$1,784,812, respectively, which represents aan ~~decrease~~increase of $~~183~~2,~~765~~058 orfrom ~~24%~~the previous period. ~~Gross~~The ~~profit~~increase asin atotal ~~percentage~~cost of ~~net~~ sales was ~~20%~~mainly ~~and 30% for~~ the ~~three months ended October 31, 2015 and 2014, respectively. Gross profit decreased as a~~ result of the increased ~~discounts~~sales ~~during~~offset ~~the period and the $190,946 return of product~~ by ~~one of our distributors, which was sold to~~ a ~~discount~~reduction ~~store~~in atcost aof ~~reduced~~goods ~~price~~ compared to the ~~original~~prior ~~sales price~~year.

~~Compensation and benefits expenses~~Gross Profit. ~~Compensation~~Gross ~~and~~Profit ~~benefits~~was ~~expenses were~~ $~~725~~941,~~134~~129 and $1796,~~055~~615,~~159,~~ respectively, for the three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015, which represents an aincrease ~~decrease~~ of $~~330~~144,~~025~~514 or 3118%. ~~Compensation~~Gross ~~and~~profit ~~benefits expenses decreased~~ as a ~~result~~percentage of ~~decreased~~net ~~staff~~sales ~~and~~was ~~more~~34.5% ~~efficient~~and ~~operations~~30. ~~There~~9% ~~was~~for ~~also~~the athree ~~reduction~~months inended ~~stock~~April 30, ~~compensation~~2016 ~~expense~~and ~~from~~2015, ~~the~~respectively. ~~prior~~Gross ~~year~~profit increased as a result of better managing our costs.

Compensation and benefits expenses. Compensation and benefits expenses were $970,703 and $972,806, respectively, for the three months ended April 30, 2016 and 2015, which represents a decrease of $2,103. Compensation and benefits expenses decreased as a result of decreased staff and more efficient operations.

Selling and marketing expenses. Selling and marketing expenses for the three months ended April 30, 2016 and 2015 was $600,709 and $521,116, respectively, which represents an increase of $79,593 or 15.3% from the previous period. Selling and marketing expenses increased as a result of selling and brokerage expenses of $262,156 for new placement in grocery stores during the first quarter offset by a decrease of $187,702 in advertising campaigns in new markets in the current period. We anticipate experiencing marketing expenses relative to our cash flow availabilities throughout fiscal 2017 as we will seek to expand our customer base even more and build out the Company brand.

General and administrative expenses. General and administrative expenses for the three months ended April 30, 2016 and 2015 was $771,303 and $492,824, respectively, which represents an increase of $278,479 or 56% from the previous period. The Company has accrued $700,000 for estimated settlement expense in the first quarter, which is offset by a $400,000 insurance settlement which was received in May 2016.

Total operating expenses. Total operating expenses for the three months ended April 30, 2016 and 2015 was $2,342,715 and $1,986,746, respectively, which represents an increase of $355,969 or 17.9% from the previous period. Total operating expenses increased as a result of the increases in legal fees and general and administrative expenses described above.

Other expense. Other expense for the three months ended April 30, 2016 and 2015 was $7,650 and $-0-, respectively. Other expense increased as a result of the financing expenses associated with our current liabilities, offset by the sale of fixed assets.

Interest expense. Interest expense for the three months ended April 30, 2016 and 2015 was $516,753 and $7,105, respectively, which represents an increase of $509,648 from the previous period. Interest expense increased as a result of our short term financing agreements incurred in the quarter, as described in greater detail in Note 5 to the financial statements included herein.

Change in Derivative liability. The change in fair value of derivative liability was $75,914 and $-0-, respectively, for the three months ended April 30, 2016 and 2015, which represents an increase of $75,914 or 100%.

~~Selling~~ Gain and ~~marketing~~Extinguishment ~~expenses~~of debt. ~~Selling~~We ~~and~~had ~~marketing expenses for the three months ended October 31, 2015 and 2014 were~~ $~~774~~362,~~295~~506 ~~and~~of ~~$677,122,~~gain ~~respectively,~~on ~~which~~extinguishment ~~represents an increase~~ of ~~$97,173~~debt orfor ~~14%~~three ~~from~~months ~~the~~ended ~~previous~~April ~~period.~~30, ~~Selling~~2016, ~~and~~compared to ~~marketing~~no ~~expenses~~gain ~~increased~~on asextinguishment ~~a result~~ of ~~consumer~~debt ~~advertising~~for ~~campaigns and increased business in new markets in~~ the ~~current~~three ~~period.~~months Weended ~~anticipate~~April ~~experiencing~~20, ~~marketing expenses relative to our cash flow availabilities throughout fiscal 2016 as we will seek to expand our customer base even more and build out the Company brand~~2015.

~~General~~Net Loss. ~~and~~Net ~~administrative~~Loss ~~expenses.~~was ~~General~~$1,487,569 and ~~administrative~~$1,197,236, ~~expenses~~respectively, for the three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014 were $387~~2015,~~468~~ ~~and $603,744, respectively,~~ which represents aan ~~decrease~~increase of $~~216~~290,~~276~~333 or 3624% ~~from the previous period~~. ~~General~~Net ~~and~~Loss ~~administrative~~increased ~~expenses were lower this period~~ as a result of the ~~stepped~~reasons updescribed ~~expansion~~above, inprimarily due to the ~~previous~~$700,00 ~~period~~settlement ~~and~~with the ~~need~~SEC towhich ~~support~~was ~~that~~offset ~~expansion~~by ~~mostly~~a ~~through professional fees~~$400,000 ~~office~~insurance ~~supplies and equipment~~settlement.

Total operating expenses. Total operating expenses for the three months ended October 31, 2015 and 2014 were $1,886,897 and $2,336,025, respectively, which represents a decrease of $449,128 or 19% from the previous period. Total operating expenses decreased as a result of the decreases in compensation and benefits, and general and administrative expenses described above.

Other expense. Other expense for the three months ended October 31, 2015 was $17,165 and other expense for the three months ended October 31, 2014 was $0. Other expense increased due to the debt financing and interest expenses for new funding as mentioned in note 11 to the unaudited financials included herein, and the sale of our business division as mentioned in footnote 9 to the unaudited financial statements included herein.

Loss on extinguishment of debt. Loss on extinguishment of debt was $0 and $1,350,000 for the three months ended October 31, 2015 and 2014, respectively, as a result of the conclusion of our prior financing agreement with Ironridge in September 2014.

Gain (loss) on changes in fair value of derivative liability. Gain (loss) on changes in fair value of derivative liability was $118,370 for the three months ended October 31, 2015 as we recognized the non-cash effect of our convertible notes during the period compared to $0 for the three months ended October 31, 2014.

Interest expense. Interest expense for the three months ended October 31, 2015 was $41,367 and interest income for the three months ended October 31, 2014 was $4,548, respectively, which represents an increase of $36,819 from the previous period. Interest expense increased as a result of our financing and funding agreements incurred in the quarter, as described in greater detail in footnote 6 and 12 to the unaudited financial statements included herein.

Net Loss. Net Loss was $1,496,829 and $2,939,838, respectively, for the three months ended October 31, 2015 and 2014, which represents a decrease of $1,443,009 or 49%. Net Loss decreased as a result of the reasons described above.

Comparison of the Nine Months ended October 31, 2015 and 2014

Revenue. Revenue for the nine months ended October 31, 2015 and 2014 was $9,174,370 and $7,061,287, respectively, which represents an increase of $2,113,083 or 30% from the previous period. Revenue increased as a result of the Company’s continued expansion into the retail grocery market and its continued growth of other business verticals.

Discounts and allowances. Discounts and allowances for the nine months ended October 31, 2015 and 2014 were $910,681 and $344,560, respectively, which represents an increase of $566,121 from the previous period. Discounts and allowances increased as a result of the corresponding increase in sales. In the early part of 2014, some discounts were recorded as a net against revenue rather than as a separate line item in the general ledger.

Net revenue. Net revenue for the nine months ended October 31, 2015 and 2014 was $8,263,689 and $6,716,727, respectively, which represents an increase of $1,546,962 or 23% from the previous period.

Total cost of sales. Total cost of sales for the nine months ended October 31, 2015 and 2014 was $6,091,132 and $5,018,088, respectively, which represents an increase of $1,073,044 or 21% from the previous period. The increase in total cost of sales was mainly the result of the increased sales and $190,946 in returned products that was sold at a discounted price compared to its original sales value. If this return of product is removed, the cost of sales increased 18% for the current period, which corresponds to the increase in sales.

Gross Profit. Gross Profit was $2,172,557 and $1,698,639, respectively, for the nine months ended October 31, 2015 and 2014, which represents an increase of $473,918 or 28%. Gross profit as a percentage of net sales was 26% and 25% for the nine months ended October 31, 2015 and 2014, respectively. Gross profit increased as a result of increased sales and us better managing our costs.

Compensation and benefits expenses. Compensation and benefits expenses were $2,475,901 and $3,234,393, respectively, for the nine months ended October 31, 2015 and 2014, which represents a decrease of $758,492 or 23%. Compensation and benefits expenses decreased as a result of decreased staff and more efficient operations.

Selling and marketing expenses. Selling and marketing expenses for the nine months ended October 31, 2015 and 2014 were $1,896,563 and $2,387,360, respectively, which represents a decrease of $490,797 or 21% from the previous period. Selling and marketing expenses decreased as a result of increased consumer advertising campaigns in new markets in the current period, offset by more efficient management of the marketing expenditures. We anticipate experiencing marketing expenses relative to our cash flow availabilities throughout fiscal 2016 as we will seek to expand our customer base even more and build out the Company brand.

General and administrative expenses. General and administrative expenses for the nine months ended October 31, 2015 and 2014 were $1,243,641 and $2,144,390, respectively, which represents a decrease of $900,749 or 42% from the previous period. General and administrative expenses decreased this period as a result of the stepped up expansion in the previous period and the need to support that expansion mostly through professional fees, office supplies and equipment.

Total operating expenses. Total operating expenses for the nine months ended October 31, 2015 and 2014 were $5,616,105 and $7,766,143, respectively, which represents a decrease of $2,150,038 or 28% from the previous period. Total operating expenses decreased as a result of the decreases in compensation and benefits, selling and marketing expenses and general and administrative expenses described above.

Other expense. Other expense for the nine months ended October 31, 2015 was $49,702 and other income for the nine months ended October 31, 2014 was $0. Other expense increased due to the sale of our business division as mentioned in footnote 9 to the unaudited financial statements included herein.

Loss on extinguishment of debt. Loss on extinguishment of debt was $0 and $1,800,141 for the nine months ended October 31, 2015 and 2014, and decreased as a result of the conclusion of the Ironridge financing agreement which concluded in September 2014.

Gain (loss) on changes in fair value of derivative liability. Gain (loss) on changes in fair value of derivative liability was $118,370 for the nine months ended October 31, 2015 as we recognized the non-cash effect of our convertible notes during the period compared to $0 for the prior year’s period.

Interest expense. Interest expense for the nine months ended October 31, 2015 and 2014 was $50,940 and $468, respectively, which represents an increase of $50,472 from the previous period. Interest expense mainly increased as a result of our short term financing incurred in the quarter, as described in greater detail in note 11 to the financial statements included herein.

Net Loss. Net Loss was $3,662,560 and $7,868,113, respectively, for the nine months ended October 31, 2015 and 2014, which represents a decrease of $4,205,553 or 53%. Net Loss decreased as a result of the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

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

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

	October 31, 2015	January 31, 2015	Increase/(Decrease)
		April 30, 2016			January 31, 2016			Increase / (Decrease)
Working Capital	~~$ (3,514,630)~~	$~~(1,233,415)~~	$(24,~~281~~644,~~215)~~234	)	$	(4,232,446	)	$	(411,788	)
Cash	~~$ 59,743~~	$ ~~443,189~~	~~$ (383~~193,~~446)~~002		$	231,021		$	(38,019	)

At April ~~October 31~~30, ~~2015~~2016, we had total assets of $2,~~115~~389,~~496~~776 and total liabilities of $46,~~743~~533,~~749~~836. Our current sources of liquidity include our existing cash and cash equivalents and ~~cash~~borrowings ~~from~~under ~~operations.~~convertible promissory notes and other loans. For the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016, we generated gross sales of $93,~~174~~083,~~370~~559 and we had a net loss of $31,~~662~~487,~~560~~569.

Total current assets of $1,~~229~~639,~~119~~239 as of ~~October~~April 3130, ~~2015~~2016 included cash of $59193,~~743~~002, accounts receivable of $1,~~117~~436,~~458~~015 (which included $463,906 ~~inventory~~due offrom $1Mother Parkers),~~981,~~ other current assets of $133,~~192~~840 and $366,~~745~~382 of prepaid expenses.

We had total assets as of ~~October~~April 3130, ~~2015~~2016 of $2,~~115~~389,~~496~~776 which included the total current assets of $1,~~229~~639,~~119~~239, $~~254~~148,~~827~~307 of property and equipment, net, $~~607~~578,~~986~~663 of intangible assets ~~representing the value of the FSHR license~~ and $23,~~564~~567 of other assets.

We had total liabilities of $46,~~743~~533,~~749~~836 as of ~~October~~April 3130, ~~2015~~2016, of which ~~were~~$6,283,473 ~~solely~~ were current liabilities, including, ~~and included~~ $23,~~830~~635,~~233~~442 of accounts payable, ~~including~~(which included $~~191~~2,~~375~~232,088 of ~~royalties~~accounts payable to ~~Fifty-Six~~Mother ~~Hope~~Parkers, ~~Road~~$297,324 royalty a– related party, ~~for~~relating ~~the~~to ~~last~~amounts ~~three~~accrued ~~fiscal quarters,~~ in connection with the ~~FSHR~~56 Hope Road License Agreement, $1(described above)),~~544,686,~~ ~~owed to our roaster Mother Parkers,~~ $~~251~~936,~~526~~457 ~~owed~~of toaccrued ~~Marley Coffee Ltd. (which is 25% owned by our Chairman and largest stockholder~~expenses, ~~Rohan Marley) for green coffee purchases,~~ and $7928,~~645~~971 ~~owed~~of tonotes ~~the~~payable, ~~House~~net of ~~Marley~~discount, ain ~~related~~connection ~~party due to its affiliation~~ with ~~Fifty-Six~~short ~~Hope~~term financing ~~Road. The~~agreements ~~liabilities~~and ~~also~~a ~~included~~capital ~~$261,502~~lease ofwe ~~accrued~~entered ~~expenses~~into, ~~$69,121~~as ofdescribed ~~accrued~~in ~~royalty~~greater ~~for~~detail ~~the~~in ~~current~~Notes ~~quarter,~~5 inand ~~connection~~8 ~~with~~to the ~~FSHR~~financial statements ~~License~~included ~~Agreement~~herein, and $~~883~~782,~~454~~603 ~~of beneficial~~ conversion feature on– derivative liability,. ~~and~~Long ~~$699,439~~term ofliabilities included convertible notes payable, innet ~~connection~~of ~~with~~discount, ~~short~~of ~~term financing agreements described below~~$250,363.

InWe source ~~the~~coffee ~~fourth~~that ~~fiscal~~we ~~quarter~~sell ofto ~~2014~~our ~~and~~roaster, ~~first~~Mother ~~three fiscal quarters of 2015~~Parkers, wea ~~established~~related anparty ~~annual promotional calendar for our retailers~~ and ~~distributors.~~shareholder ~~Promotions~~of ~~range~~the ~~from~~Company, ~~discounts~~who atin ~~the~~turn ~~store~~sells ~~level~~ it to ~~in-store~~its ~~tastings~~own customers. ToThis ~~date,~~is ~~promotions~~especially ~~and~~the ~~trial~~case ~~programs,~~with ~~especially~~Jamaican atBlue ~~some~~Mountain ofcoffee ~~our~~secured ~~larger~~by ~~accounts~~us. ~~such~~At asApril ~~Kroger~~30, ~~Safeway (Randalls) and HEB~~2016, ~~are increasing product velocity. Additionally~~ we are owed ~~constantly~~$463,906 ~~evaluating~~by ~~cost~~Mother ~~effective tools to generate brand awareness and trials outside of the retail environment~~Parkers. We ~~plan~~also toutilize ~~continue driving these efforts with~~ the ~~goal~~services of ~~seeing revenues from organic growth increase quarter-to-quarter throughout the remainder of fiscal 2016. We are also committed to giving back and we, in conjunction with~~ Mother Parkers, ~~has agreed~~ to ~~donate~~roast ~~$0.01~~coffee to ~~Water~~our ~~Wise~~specifications for sale ~~every~~to ~~Marley~~the ~~Coffee~~Company’s ~~RealCup~~customers. ~~capsule~~As ~~sold~~a ~~until early 2017. Water Wise~~result, ~~which~~at ~~Rohan~~April ~~Marley serves as the lead ambassador of~~30, ~~seeks to improve the living conditions and water filtration systems for those living in the Sidamo area of Ethiopia~~2016, ~~a coffee growing region from which~~ we ~~source~~owe ~~a portion of our coffee beans. In total, the Company has donated approximately~~ $~~161~~2,~~125~~232,088 to ~~date~~Mother toParkers ~~this~~for ~~project~~roasting services.

WeAs of ~~are~~the ~~excited~~filing ~~about~~of ~~our~~this ~~other business lines as well. Our away from home business has been growing~~report, ~~especially~~we inbelieve ~~the~~that ~~Denver, Colorado area. Its growth helps feed~~ our ~~grocery~~cash ~~retail~~position, ~~business~~funds atwe amay ~~minor~~raise ~~cost.~~through ~~Our~~offerings ~~international~~and ~~growth~~sales isof convertible ~~picking~~notes, upthe ~~pace~~line asof ~~well.~~credit ~~Europe~~described ~~is growing~~below, asand ~~has~~the ~~our~~revenues ~~commitment~~we togenerate ~~foster~~will ~~the~~be ~~region.~~sufficient ~~Both~~to ~~Chile~~meet ~~and~~our ~~South~~working capital ~~Korea~~needs ~~still~~for ~~remain~~approximately ~~some of~~ the ~~most~~next ~~exciting~~twelve ~~markets~~months ~~for~~based uson as our ~~distributors and partners in that region have done a phenomenal job marketing and growing the brand~~projections.

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 the remainder of fiscal 2016 is a shortage in JBM. Hurricane Sandy and coffee leaf rust impacted the production output of JBM for 2014 and 2015. Jamaica and the industry expect a slow recovery in output. This tightening of supplies caused JBM prices to increase by about 40% in 2014/2015. 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 throughout the remainder of fiscal 2016 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.9

11Although our sales and revenues have increased significantly on an annual basis, the Company incurred a net loss of $5,201,917 and $10,280,985 for the years ended January 31, 2016 and 2015, respectively and had an accumulated deficit of $29,245,750 at January 31, 2016, compared to a net loss of $1,487,569 and $1,197,236 for the three months ended April 30, 2016 and 2015, respectively, and an accumulated deficit of $30,733,319 as of April 30, 2016. In addition, the Company has a history of losses and has not generated net income from 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 sale of common stock and debt financing. 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. We may not be able to increase sales or reduce expenses to a level necessary to meet our current obligations or continue as a going concern. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2016 financial statements contains an explanatory paragraph stating that there is substantial doubt regarding the Company’s ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and may realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not contain any adjustments for this uncertainty.

The goal for the end of fiscal 2016 is to become EBITDA positive while increasing revenues. 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.Cash Flows

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, similar to our sale of the various convertible notes described below.

	Three months ending April 30,
	2016			2015
Net cash used in operating activities	$	(267,361	)	$	(614,583	)
Net cash (used in) provided by investing activities	$	—		$	(55,523	)
Net cash provided by financing activities	$	229,342		$	439,026

Although our sales and revenues have increased significantly on an annual basis, the Company incurred a net loss of $10,280,985 and $6,704,030 for the years ended January 31, 2015 and 2014, respectively and had an accumulated deficit of $24,043,833 at January 31, 2015, compared to a net loss of $3,662,560 and $7,868,113 for the nine months ended October 31, 2015 and 2014, respectively, and an accumulated deficit of $27,706,393, as of October 31, 2015. In addition, the Company has a history of losses and has not generated net income from 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 sale of common stock and debt financing. 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. We may not be able to increase sales or reduce expenses to a level necessary to meet our current obligations or continue as a going concern. As a result, the opinion the Company received from its independent registered public accounting firm on its January 31, 2015 financial statements contains an explanatory paragraph stating that there is substantial doubt regarding the Company’s ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and may realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not contain any adjustments for this uncertainty.

Reconciliation of November 2015 Financial Projections to Actual Quarter-Ended Results of Operations

On November 11, 2015, we released a Press Release (which was included in a Current Report on Form 8-K) which included an unaudited preliminary financial forecast of our expected results of operations for the quarter ended October 31, 2015. Our revenue for the quarter ended October 31, 2015 is $3.25 million which was the same as forecasted in the November 2015 press release. Our net revenue for the quarter ended October 31, 2015 is $2.8 million which is less than estimated in the November 2015 press release, due to a $90,000 accrual for expected discounts on the promotion of our Broncos Blend Coffee. This resulted in a net revenue increase of 12% when compared to October 31, 2014 rather than the 15% estimated in the November 2015 press release. Our gross profit for the three months ended October 31, 2015 is approximately $567,000 which is below the estimate of $655,000 in our November 2015 press release. Gross profit decreased by 24% compared to the same quarter from 2014 due to the accrual for promotional discounts on the Broncos Blend Coffee. The gross profit as a percentage of net revenue for the quarter ended October 31, 2015 is 20% as we anticipated in our November 2015 press release. Total operating expenses for the quarter ended October 31, 2015 are $1.9 million which includes $108,000 of additional expenses compared to the $1.8 million estimated in our November 2015 press release.

Net loss for the quarter ended October 31, 2015 is $1.49 million which is a 49% improvement from the same period last year. This is a difference of an additional $200,000 in net loss compared to the anticipated financial results released in November 2015. This additional loss was caused by the accrual for promotional discounts of approximately $90,000, and the approximately $118,000 accrual for the potential gain/loss on derivatives.

Cash Flows	Nine Months Ended October 31,
	2015			2014
Net cash provided by (used in ) operating activities	$	(1,913,077	)	$	(2,778,170	)
Net cash provided by (used in ) investing activities	$	65,108		$	(57,114	)
Net cash (used in ) provided by financing activities	$	1,464,523		$	2,495,035

Operating Activities

Compared to the corresponding period in ~~2014~~2015, net cash used in operating activities decreased by $~~865~~347,~~093~~222 for the ~~nine~~three months ended April ~~October 31~~30, ~~2015~~2016. Net cash used in operating activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016 was primarily due to $31,~~662~~487,~~560~~569 of net loss and $~~215~~439,~~727~~026 of increase in accrued expenses, offset by $~~939~~75,~~808~~914 change in fair value of ~~share~~derivative liability and share-based employee compensation ~~and $337,333~~ of ~~accounts payable and~~ $~~195~~771,~~600 of inventory~~225.

Investing Activities

~~Net~~We had ~~cash~~no ~~provided~~net bycash (used ~~in)~~for investing activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016. ~~and~~Net ~~2014~~cash used in investing activities for the three months ended April 30, 2015, was solely due to the purchase and ~~sale~~disposal of property and equipment.

Financing Activities

Compared to the corresponding period in fiscal ~~2014~~2015, net cash provided by financing activities decreased by approximately $169,~~030,512~~600 for the three ~~nine~~ months ended ~~October~~April 3130, ~~2015~~2016 ~~compared to the same period in 2014 primarily~~ due to ~~the~~increased ~~$2,500,000~~repayments ~~of common shares sold to Mother Parkers for cash in the prior period (as described below), offset by $1,464,523 of financing~~ on ~~short term~~ debt ~~during the current period~~.

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

Mother Parker’s Investment

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.

~~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 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.

13Pursuant to the Subscription, we provided Mother Parkers a right of first refusal for a period of two (2) years following the Subscription (which has now expired), 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 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 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.

As described above, we also had $463,906 of accounts receivable due from, and $2,232,088 of accounts payable owed to, Mother Parkers, as of April 30, 2016.

Line of Credit

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or at the option of the lender and with our consent, or by a reduction in amounts owed to us by the lender in connection with the sale of coffee or other promotional activities. The line of credit expires, and all amounts are due under the line of credit on September 26, 2016. The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default. Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates. AsThe ofbalance ~~October~~due ~~31,~~on ~~2015,~~ the ~~Company~~Line ~~had~~of ~~borrowed~~Credit awas ~~total of~~ $~~250~~123,~~000~~548 ~~under~~as ~~the~~of ~~Line~~April of30, ~~Credit~~2016.

Convertible Promissory ~~Note with JSJ Investments Inc.~~Notes

OnAs described ~~September~~in 9,greater ~~2015,~~detail wein ~~sold a 12% Convertible~~ Note 5 to ~~JSJ~~the ~~Investments~~financial ~~Inc.~~statements ~~(“JSJ”~~included herein and ~~the~~under “~~JSJ~~Item ~~Convertible~~7. ~~Note”)~~Management’s Discussion inand ~~the~~Analysis ~~amount~~ of ~~$275,000.~~Financial ~~Amounts~~Condition ~~owed~~and ~~under~~Results ~~the~~of ~~JSJ~~Operations” ~~Convertible~~– ~~Note~~“Liquidity ~~accrue~~and ~~interest~~Capital atResources” - ~~the~~“Funding ~~rate~~and ofFinancing ~~12%~~Agreements” ~~per~~in ~~annum~~our ~~(18%~~Annual ~~upon~~Report anon ~~event~~Form of10-K ~~default).~~for ~~The~~the ~~JSJ~~year ~~Convertible~~ended ~~Note~~January is31, ~~payable~~2016, byas usfiled with onthe ~~demand~~Securities byand ~~JSJ~~Exchange atCommission ~~any~~on ~~time~~May ~~after March~~ 6, 2016., Wewe have ~~the~~sold ~~right~~various toconvertible ~~prepay~~notes ~~the~~to ~~JSJ~~date, ~~Convertible~~which ~~Note~~allow ~~(a)~~the ~~for~~holders thereof, ansubject ~~amount equal~~ to ~~135% of~~ the ~~then~~terms ~~balance~~thereof, ofto ~~such~~convert ~~note until~~ the ~~180th day~~amount ~~following~~owed ~~the~~into ~~date~~shares of ~~the~~our ~~note,~~common ~~and~~stock ~~(b)~~at ~~for~~a andiscount ~~amount~~to ~~equal~~the tothen ~~150%~~trading prices of ~~the~~our ~~balance~~common ofstock. ~~such~~The ~~note~~total ~~subsequent~~amount toof the ~~maturity~~Convertible ~~date~~Promissory ~~(provided~~Notes ~~the~~is ~~holder~~$1.63 ~~consents~~Million toas ~~such~~of ~~payment~~April ~~after~~30, ~~maturity)~~2016.

The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company’s common stock at any time. The conversion price of the JSJ Convertible Note is 60% (a 40% discount) to the third lowest intra-day trading price of the Company’s common stock during the 10 trading days prior to any conversion date of the note. In the event we do not issue the holder any shares due in connection with a conversion within three business days, we are required to issue the holder additional shares equal to 25% of the conversion amount, and an additional 25% of such shares for each additional five business days beyond such fourth business day that such failure continues. In the event we do not have a sufficient number of authorized but unissued shares of common stock to allow for the conversion of the note, the discount rate (40%) is increased by an additional 5%. In connection with the sale of the note, we agreed to pay $5,000 of JSJ’s legal fees.11

~~The~~Third Party JSJ Convertible Note contains standard and customary events of default, including in the event we fail to timely file any and all reports due with the Securities and Exchange Commission. Upon the occurrence of an event of default, JSJ can demand that we immediately repay 150% of the outstanding balance of the JSJ Convertible Note together with accrued interest (and default interest, if any).Loan

14In October 2015, we borrowed $150,000 from a third-party lender. The October 2015 loan has a seven-month term, a total payback amount of $202,500 and is payable by way of 147 daily payments of $1,378. In November 2015, we borrowed $65,000 from the same lender. The November 2015 loan has a term of six months, a total payable amount of $89,700 and is payable by way of 126 daily payments of $712. In January 2016, we borrowed $220,000 from the same lender (of which $91,887.70 was new lending and $128,112.30 was used to repay the balance on the October 2015 loan). The January 2016 loan has a term of ten months, a total payback amount of $290,400 and is payable by way of 210 daily payments of $1,383. There was $215,173 outstanding as of January 31, 2016. In February 2016, we borrowed $100,000 from the same lender which has a six-month term, a total payback amount of $130,000 and is payable by way of 126 daily payments of $1,032. In April 2016, we borrowed $115,000 from the same lender (of which $90,000 was new lending and the remainder was used to pay back the balance on the November 2015 loan). The April 2016 loan has a term of eight months, a total payable amount of $158,700 and is payable by way of 168 daily payments of $945. The loans are secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount. The interest rate on these loans range from 30-38% per annum. As of April 30, 2016, $259,907 is payable under the outstanding loans.

Pursuant to the terms of the JSJ Convertible Note, JSJ agreed not to engage in any short sales or hedging transactions of our common stock. At no time may the JSJ Convertible Note be converted into shares of our common stock if such conversion would result in JSJ and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock, provided such percentage may be increased by JSJ to up to increases to 9.99% upon not less than 61 days prior written notice to us.Factoring Agreement

~~The~~In June ~~goal~~2016, iswe ~~for~~received ~~the~~$310,000 ~~Company~~from toa ~~utilize~~third-party ~~this~~lender ~~debt~~ as ~~growth~~part ~~capital~~of toa ~~help~~factoring ~~accelerate~~arrangement, ~~projects~~where ~~that generate revenue. We hope to repay~~ the ~~JSJ~~third ~~Convertible~~party ~~Note prior to any conversion. In the event that the JSJ Note is not repaid in cash in its entirety~~purchased $418,500 ~~Company shareholders may suffer dilution if and to the extent that the balance~~ of ~~the~~our ~~JSJ Note is converted into common stock~~receivables.

Convertible Promissory Note with Typenex Co-Investment, LLC

The Typenex Note has a term of 20 months and an interest rate of 10% per annum (22% upon an event of default). The gross proceeds to the Company from the Typenex Note were $1,000,000, in the form of: (a) an initial tranche of $250,000 in cash (gross proceeds of $255,000, less $5,000 in expense reimbursements), and (b) three promissory notes of $250,000 each (collectively, the “Investor Notes”). Typenex may elect, in its sole discretion, to fund one or more of the Investor Notes. Absent such an election by Typenex, the Investor Notes will not result in cash proceeds to, or an obligation to repay on the part of, the Company. Each of the Investor Notes accrue interest at the rate of 10% per annum until paid (provided that all amounts due under the Investor Notes may be offset against amounts we owe Typenex in Typenex’s sole discretion), and as such, we do not anticipate owing any interest on the Investor Notes until such notes are funded by Typenex. Each of the Investor Notes are secured by a Membership Interest Pledge Agreement entered into by Typenex for our benefit.

Beginning on the date that is six (6) months after the Closing Date and on the same day of each month thereafter until the maturity date, so long as any amount is outstanding under the Typenex Note, the Company is required to pay to Typenex installments of principal equal to $75,000 (or such lesser principal amount as is then outstanding), plus the sum of any accrued and unpaid interest. Payments of each installment amount may be made in cash, subject to the terms of the note. Alternatively, Typenex or the Company may elect to convert an installment amount into Common Stock as described below.

Beginning six (6) months after the Closing Date, Typenex may convert the balance of the Typenex Note, or any installment or portion thereof, utilizing the conversion price calculation set forth below. Generally, the conversion price will be $0.30 per share; however, in the event the Company’s market capitalization falls below $3 million, then the conversion price is the lower of (a) $0.30 per share, and (b) the Market Price. The “Market Price” is calculated by applying a discount of 40% (provided that under certain events the discount may be reduced to up to 60%, upon the occurrence of certain events (with a reduction of 5% per event) such as the value of common stock (as calculated in the note) declining below $0.10 per share; the Company not being DWAC eligible; the Company’s common stock not being DTC eligible; or the occurrence of any major default (as described in the note)), to the average of the three (3) lowest intra-day trading prices of the Company’s common stock during the ten (10) trading days immediately preceding the applicable conversion. The Company may also elect to make payment of installments in the form of equity on substantially the same terms, subject to the terms and conditions of the Typenex Note, and Typenex’s right in certain cases to require a certain portion of such payment to be paid in cash or stock. Additionally, 20 days after shares issued upon redemption of the note are eligible to be freely traded by Typenex (as described in the note), there is a required true up, whereby Typenex is required to be issued additional shares in the event the trading price of the Company’s common stock has declined from the time of original issuance to the date such shares are ‘free trading’ as described in the Typenex Note.

The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35% prepayment penalty during the first six months the note is outstanding and 50% thereafter.

If, at any time that the Typenex Note is outstanding, the Company sells or issues any common stock or other securities exercisable for, or convertible into, Common Stock for a price per share that is less than the conversion price applicable under the Typenex Note, then such lower price will apply to all subsequent conversions by Typenex for a period of 20 trading days.

The Typenex Note includes customary and usual events of default. In the event of a default, the Typenex Note may be accelerated by Typenex. The outstanding balance would be immediately due and payable we are required to repay Typenex additional amounts (including the value of the amount then due in common stock, at the highest intraday trading price of the amount then due under the note) and/or liquidated damages in addition to the amount owed under the Typenex Note. In addition, we owe certain fees and liquidated damages to Typenex if we fail to timely issue shares of common stock under the Typenex Note.

Typenex is prohibited from owning more than 4.99% of the Company’s outstanding shares, pursuant to the Typenex Note, unless the market capitalization of the Company’s common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company’s outstanding shares.

Amounts owed by us under the Typenex Note are secured by a first priority security interest granted to Typenex pursuant to the terms of a Security Agreement entered into with Typenex, in each of the Investor Notes.

The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the Typenex Convertible Note prior to any conversion. In the event that the Typenex Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Typenex Note is converted into common stock.

Convertible Promissory Note with JMJ Financial

The JMJ Convertible Note (including principal and accrued interest and where applicable other fees) is convertible into our common stock, at any time, at the lesser of $0.75 per share or 65% (a 35% discount) of the two lowest closing prices of our common stock in the 20 trading days prior to the date of any conversion, provided that if we are not DWAC eligible at the time of any conversion an additional 10% discount applies, and in the event our common stock is not DTC eligible at the time of any conversion, an additional 5% discount applies. The JMJ Convertible Note provides that unless we and JMJ agree in writing, JMJ is not eligible to convert any amount of the note into common stock which would result in JMJ owning more than 4.99% of our common stock.

A one-time interest charge of 12% was applied to the principal amount of the note, which remains payable regardless of the repayment (or conversion) date of the note.

Until 180 days after the date of the note, we are able to prepay the note assuming we prepay all outstanding principal together with a penalty of 40% of such amount, interest, fees, liquidated damages (if any), and the original issuance discount due thereon; and after 160 days, we are not able to prepay the note without JMJ’s written approval.

The JMJ Convertible Note provides for customary events of default including, our failure to timely make payments under the JMJ Convertible Note when due, our entry into bankruptcy proceedings, our failure to file reports with the SEC, our loss of DTC eligibility for our common stock, and the investor’s loss of the ability to rely on Rule 144 of the Securities Act. Additionally, upon the occurrence of an event of default, as described in greater detail in the JMJ Convertible Note, and at the election of JMJ, we are required to pay JMJ, either (i) the amount then owed under the note divided by the applicable conversion price, on the date the default occurs or the default amount is demanded (whichever is lower), multiplied by the volume weighted average price on the date the default occurs or the default amount is demanded (whichever is higher), or (ii) 150% of the principal amount of the note, plus all of the unpaid interest, fees, liquidated damages (if any) and other amounts due. Any amount not paid when due accrues interest at the rate of 18% per annum until paid in full. JMJ is not required to provide us any written notice in order to accelerate the amounts owed under the JMJ Convertible Note in the event of the occurrence of an event of default.

For so long as the JMJ Convertible Note is outstanding JMJ agreed not to effect any “short sales” of our common stock.

Convertible Promissory Note with Vis Vires Group

On September 24, 2015, we sold Vis Vires Group, Inc. (“Vis Vires”) a Convertible Promissory Note (with an issuance date of September 9, 2015) in the principal amount of $254,000 (the “Vis Vires Convertible Note”), pursuant to a Securities Purchase Agreement, dated September 9, 2015. The Vis Vires Convertible Note bears interest at the rate of 8% per annum (22% upon an event of default) and is due and payable on June 11, 2016. The Vis Vires Convertible Note provides for standard and customary events of default such as failing to timely make payments under the Vis Vires Convertible Note when due and the failure of the Company to timely comply with Exchange Act reporting requirements. Additionally, upon the occurrence of certain fundamental defaults, as described in the Vis Vires Convertible Note, we are required to repay Vis Vires liquidated damages in addition to the amount owed under the Vis Vires Convertible Note.

The Vis Vires Convertible Note also contains customary positive and negative covenants.

We paid $4,000 of Vis Vires’s attorney’s fees in connection with the sale of the Vis Vires Convertible Note.

Third Party Funding

The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC on June 9, 2015, with an effective date of February 16, 2015. The line of credit allows the Company the right to borrow up to $500,000 from the lender from time to time. On March 26, 2015, the lender advanced $250,000 to us under the terms of the line of credit. Amounts owed under the line of credit are to be memorialized by revolving credit notes in the form attached to the line of credit, provided that no formal note has been entered into to advance amounts borrowed to date. Amounts borrowed under the line of credit accrue interest at the rate of 17.5% per annum and can be repaid at any time without penalty. A total of 10% of the interest rate is payable in cash and the other 7.5% of the interest rate is payable in cash, or coffee goods and services, at the option of the lender, with our consent. The line of credit expires, and all amounts are due under the line of credit on September 26, 2016. The line of credit contains customary events of default, and upon the occurrence of an event of default the lender can suspend further advances and require the Company to declare the entire amount then owed immediately due, subject to a 10 day period pursuant to which we have the right to cure any default. Upon the occurrence of an event of default the amounts owed under the line of credit bear interest at the rate of 20% per annum. Proceeds from the line of credit can be solely used for working capital purposes. The lender has no relationship with the Company or its affiliates. As of October 31, 2015, the Company had borrowed a total of $250,000 under the Line of Credit.

In October 2015, we borrowed $150,000 from a third-party lender. The October 2015 loan has a seven month term, a total payback amount of $202,500 and is payable by way of 147 daily payments of $1,378. In November 2015, we borrowed $65,000 from the same lender. The November 2015 loan has a term of six months, a total payable amount of $89,700 and is payable by way of 126 daily payments of $712. The loans are secured by a security interest in all of our accounts, equipment, inventory and investment property. We have the right to repay the loans within the first 30 days after the effective date of each loan at the rate of 85% of the applicable repayment amount and between 31 and 90 days after the effective date of each loan at the rate of 90% of the applicable repayment amount.

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 arrangements or other contractually narrow or limited purposes. As of ~~October~~April 3130, ~~2015~~2016, we are not involved in any unconsolidated SPEs.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our financial statements.

Derivative Financial Instruments. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk.

Stock-Based Compensation. On January 1, 2006, we adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718 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 based compensation 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 measure 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.

We estimated volatility by considering historical stock volatility. We have opted to use the simplified method for estimating the expected term of stock options equal to the midpoint between the vesting period and the contractual term.

Revenue Recognition. All revenue is recognized when persuasive evidence of an arrangement exists, the service or sale is complete, the price is fixed or determinable and ability to collect is reasonably assured. Revenue is derived from the sale of coffee products and is recognized on a gross basis upon shipment. The Company utilizes a third party for the production and fulfillment of orders placed by customers. Customers order directly from the Company and accordingly, the Company acts as a principal, takes title to the products, and has the risks and rewards of ownership, such as the risk of loss for collection, delivery and returns.

Impairment of Long-Lived Assets. Long-lived assets include a license agreement that was recorded at the estimated cost to acquire the asset (See ~~note~~Note 4 to the financial statements included in this report). 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 ~~October~~April 3130, ~~2015~~2016 or ~~2014~~2015.

Accounts Receivable allowance. A provision for doubtful accounts is provided based on a combination of historical experience, specific identification and customer credit risk where there are indications that a specific customer may be experiencing financial difficulties.

Inventory Reserves. We estimate any required write-downs for inventory obsolescence by examining our inventories on a quarterly basis to determine if there are indicators that the carrying values could exceed net realizable value. Indicators that could result in additional inventory write-downs include age of inventory, damaged inventory, slow moving products and products at the end of their life cycles. While significant judgment is involved in determining the net realizable value of inventory, we believe that inventory is appropriately stated at the lower of cost or market.

Deferred Tax Asset Valuation Allowance. We follow the provisions of ASC 740 relating to uncertain tax provisions and have commenced analyzing filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. As a result of adoption, no additional tax liabilities have been recorded. The Company files income tax returns in the U.S. federal jurisdiction and in certain state jurisdictions. The Company has not been subjected to tax examinations for any year and the statute of limitations has not expired. The Company recognizes deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. These include establishing a valuation allowance related to the ability to realize certain deferred tax assets. To the extent future taxable income against which these assets may be applied is not sufficient, some portion or all of our recorded deferred tax assets would not be realizable.

1913

Recent Accounting Pronouncements

For the ~~nine~~three months ended ~~October~~April 3130, ~~2015~~2016 and ~~2014~~2015, there were no accounting standards or interpretations ~~issued~~adopted, ~~that~~and management is still evaluating if adoption of the new accounting standards shown below are expected to have a material impact on our financial position, operations or cash flows.

~~The~~ Financial Accounting Standards Board, (“or FASB”), ~~has issued~~ Accounting Standards Update, (or ASU) ~~No. 2015~~2016-~~03,~~02 “~~Simplifying~~Leases ~~the~~(Topic ~~Presentation~~842)” - ofIn ~~Debt~~February ~~Issuance Costs~~2016,” asthe ~~part~~FASB ofissued ~~its~~ASU ~~simplification~~2016-02, ~~initiative.~~which ~~The~~will ~~ASU~~require ~~changes~~lessees ~~the~~to ~~presentation~~recognize ofalmost ~~debt~~all ~~issuance~~leases ~~costs~~on intheir ~~financial~~balance ~~statements.~~sheet as ~~Under~~a ~~the~~right-of-use ~~ASU,~~asset anand ~~entity~~a ~~presents~~lease ~~such~~liability. ~~costs~~For inincome ~~the~~statement ~~balance~~purposes, ~~sheet~~the asFASB retained a ~~direct~~dual ~~deduction~~model, ~~from~~requiring ~~the~~leases to ~~related~~be ~~debt~~classified ~~liability~~as ~~rather~~either ~~than~~operating asor ~~an asset~~finance. ~~Amortization~~Classification ofwill ~~the~~be ~~costs~~based ison ~~reported~~criteria asthat ~~interest~~are ~~expense. The~~largely ~~Company~~similar ~~recorded~~to athose ~~Note~~applied in ~~payable~~current onlease ~~its~~accounting, ~~balance~~but ~~sheet~~without inexplicit ~~the~~bright ~~first~~lines. ~~quarter~~Lessor ofaccounting ~~2015~~is ofsimilar ~~which~~to nothe ~~issuance~~current ~~costs~~model, ~~were~~but ~~incurred. The~~updated to ~~Company~~align ~~has~~with ~~also~~certain ~~entered~~changes ~~into~~to ~~pending~~the ~~financing~~lessee ~~arrangements~~model ~~which~~and ~~have~~the ~~not~~new ~~yielded~~revenue ~~funding~~recognition ~~currently,~~standard. ~~these~~This ~~costs~~ASU ~~are~~is ~~carried~~effective asfor afiscal ~~prepaid~~years beginning ~~expense~~after onDecember ~~the~~18, ~~Company’s~~2018, ~~balance~~including ~~sheet~~interim atperiods ~~October~~within ~~31,~~those ~~2015~~fiscal years. ~~The~~ ~~Company~~We ~~recognizes~~are ~~interest~~currently ~~expense~~evaluating ~~timely~~the ~~and~~potential impact ~~reduces~~this ~~its~~standard ~~debt~~will ~~liability~~have ason ~~remittance~~our ~~occurs~~consolidated financial statements and related disclosures.

InASB ASU ~~May~~ 2014,-09 ~~the~~“Revenue ~~FASB~~from ~~issued~~Contracts anwith ~~accounting~~Customers ~~standard~~(Topic ~~which~~606),” ~~will~~or ~~supersede~~ASU ~~existing~~2014-09 ~~revenue~~- ~~recognition~~In ~~guidance~~May ~~under~~2014, ~~current~~the ~~U.S.~~FASB issued ~~GAAP.~~ASU ~~The~~2014-09, ~~new~~which ~~standard~~supersedes isthe ~~a comprehensive new~~ revenue recognition ~~model~~requirements ~~that requires a company to recognize revenue to depict the transfer~~ of ~~goods~~Accounting orStandards ~~services~~Codification, ~~to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods~~ or ~~services. In doing so~~ASC, ~~among~~Topic 605 ~~other~~“Revenue ~~things, companies will generally need to use more judgment and make more estimates than under the current guidance~~Recognition.” ~~The~~This ~~accounting~~ASU ~~standard~~is ~~will be~~ effective for ~~the~~annual ~~Company~~reporting inperiods ~~the fiscal year~~ beginning ~~April~~after 1,December 15, 2017., ~~The~~with ~~standard~~the ~~may~~option beto ~~adopted~~adopt ~~using~~as aearly ~~full~~as ~~retrospective~~December or15, ~~a modified retrospective (cumulative effect) method~~2017. ~~Early adoption is not permitted.~~ We are currently ~~evaluating~~assessing ~~this~~the ~~standard~~impact ~~and~~of ~~have~~adoption ~~not~~of ~~yet~~this ~~selected~~ASU aon our ~~transition~~consolidated ~~method~~results ~~nor have we determined the effect~~ of ~~the~~operations, ~~standard~~cash onflows ~~our~~and financial ~~statements and related disclosures~~position.

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. Such standard is effective for the Company for the fiscal year beginning February 1, 2017.

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.

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 January 31, ~~2015~~2016:

(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;

	(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; and

	(2)	ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (21) ~~inadequate~~and ~~segregation~~(2) ofabove ~~duties~~did ~~due~~not tohave ~~limited~~an ~~number~~effect ofon ~~personnel,~~the ~~which~~Company’s ~~makes~~financial reporting during the ~~reporting~~three ~~process~~months ~~susceptible~~ended toApril ~~management~~30, ~~override;~~2016.

~~(3)~~Internal control ~~insufficient~~over ~~written~~financial ~~policies~~reporting ~~and~~is ~~procedures~~designed ~~for~~to ~~accounting~~provide ~~and~~reasonable assurances regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with ~~respect~~U.S. generally accepted accounting principles, or GAAP. Disclosure controls generally include controls and procedures designed to ensure that information required to be disclosed by us in the ~~requirements~~reports we ~~and~~file ~~application~~with ofthe ~~GAAP~~SEC is recorded, processed, summarized and ~~SEC~~reported ~~disclosure~~within ~~requirements;~~the time periods specified in the SEC’s rules and forms.

~~(4)~~Effective internal ~~ineffective~~ controls over ~~period~~financial ~~end~~reporting ~~financial~~and disclosure controls and ~~reporting~~procedures ~~processes~~are necessary for us to provide reliable financial and other reports and effectively prevent fraud. If we cannot maintain effective internal controls or provide reliable financial or SEC reports or prevent fraud, investors may lose confidence in our SEC reports, our operating results and the trading price of our common stock could suffer and we might become subject to litigation.

~~Management~~Because we ~~believes~~are ~~that~~a small company, the ~~material~~requirements ~~weaknesses~~of ~~set~~being ~~forth~~a inpublic ~~items~~company, ~~(1)~~including ~~through~~compliance ~~(4)~~with ~~above~~the ~~did~~reporting ~~not~~requirements ~~have~~of anthe Exchange ~~effect~~Act onand the ~~Company’s~~requirements ~~financial~~of ~~reporting~~the ~~during~~Sarbanes-Oxley Act and the ~~nine~~Dodd-Frank ~~months~~Act, ~~ended~~may ~~October~~strain 31our resources, ~~2015~~increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public reporting company, we must comply with the federal securities laws, rules and regulations, including certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC, with which a private company is not required to comply. Complying with these laws, rules and regulations will occupy a significant amount of time of our sole director and management and will significantly increase our costs and expenses, which we cannot estimate accurately at this time. Among other things, we must:

	●	establish and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
	●	prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
	●	maintain various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider trading in our common stock; and
	●	involve and retain to a greater degree outside counsel and accountants in the above activities.

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~~April 3130, ~~2015~~2016, 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 alleged that Whittle entered into a consulting agreement with the Company for which the Company 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~~included breach of contract. Damages claimed by Whittle included $60,000 under the consulting agreement and $19,715 related to payments assumed by the Company.

Effective on March 31, 2015, the Company and Mr. Whittle entered into a Settlement Agreement and Release of Claims (the “Settlement”), pursuant to which the parties agreed to dismiss their claims associated with the District Court, City and County of Denver, State of Colorado (Case No. 2014-CV-032991 Division: 209), lawsuit described above. Pursuant to the terms of the Settlement, the Company agreed to pay Mr. Whittle $80,000 which was accrued as of January 31, 2015 (to be paid in equal payments of $10,000 per month beginning on April 1, 2015~~, of which $10,000 is in default~~), the Company agreed to withdraw from a joinder in connection with the Federal Action pending between the parties (and certain other parties) as described below, the parties provided each other mutual releases and the parties agreed to mutually dismiss, with prejudice, their claims, which have since been dismissed with prejudice.

On September 30, 2014, Shane Whittle, individually, a former significant shareholder and officer and director of the Company (“Whittle”), and derivatively on behalf of Marley Coffee LLC (“MC LLC”) filed a complaint against Rohan Marley, Cedella Marley, the Company, Hope Road Merchandising, LLC (“HRM”), Fifty-Six Hope Road Music Limited (“56 Hope Road”), and Marley Coffee Estate Limited (“Marley Coffee Estate”) in the United States District Court for the District of Colorado (Civil Action No. 2014-CV-2680).

The complaint ~~alleges~~alleged 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~~included, among others, racketeering activity, trademark infringement, breach of fiduciary duty, civil theft, and civil conspiracy (some of which causes of action ~~are~~were not directly alleged against the Company), which ~~are~~were alleged to have directly caused Whittle and ~~Marley~~MCL ~~Coffee LLC~~ substantial financial harm. Damages claimed by Whittle and MCL included economic damages to be proven at trial, profits made by defendants, treble damages, punitive damages, attorneys’ fees and pre and post judgment interest.

~~Damages~~Effective on ~~claimed~~May by19, 2016, Whittle, MCL, Rohan Marley, Cedella Marley, the Company, HRM and MC56 ~~LLC~~Hope ~~include~~Road ~~economic~~entered ~~damages~~into toa beSettlement ~~proven~~Agreement in connection with the proceeding described above (at ~~trial~~the same time Whittle entered into a separate settlement agreement with Marley Coffee Estate). Pursuant to the Settlement Agreement, ~~profits~~(a) ~~made~~Whittle agreed to resign as a manager of MCL, assign his approximate 29% membership interest in MCL to MCL for $1.00 of total consideration, and also consented to the redemption of certain other outstanding membership interests in such entity; (b) Whittle agreed to cancel and terminate the options to purchase 2 million shares of the Company’s common stock which he held as of the date of the parties’ entry into the Settlement Agreement for $1.00 of total consideration; (c) Whittle agreed to release and waive any rights to any past due or future due payments owed by ~~defendants~~the Company under the Settlement described above, ~~treble~~including ~~damages~~releasing the remaining amount of $10,000 ~~punitive~~which ~~damages~~Whittle was due pursuant to such Settlement; (d) Whittle provided a general release to each of the defendants (including the Company and Rohan Marley) from all claims, ~~attorneys’~~liability ~~fees~~and obligations which Whittle had against such defendants; and ~~pre~~(e) each of the defendants (including the Company and ~~post~~Rohan ~~judgment~~Marley) ~~interest~~provided Whittle a general release from all claims, liability and obligations which such defendants had against Whittle.

~~Subsequently,~~In connection ~~all~~with ~~but~~ the ~~civil~~entry ~~conspiracy~~into ~~claim against~~ the ~~Company~~Settlement ~~was~~Agreement ~~dismissed~~ and the ~~court~~settlement ~~ordered Whittle to amend his complaint to provide only for an alleged claim~~ of ~~breach of fiduciary duty (not against~~ the ~~Company) and conspiracy claims as an individual (not on a derivative basis). The outcome of this~~ lawsuit, ~~cannot be predicted with any degree of reasonable certainty. In~~ the ~~event~~lawsuit ~~the~~described ~~matter~~above isand ~~not settled,~~ the prior ~~Company~~Colorado ~~intends~~state tocourt ~~continue~~lawsuit towith ~~vigorously defend itself against~~ Whittle’s ~~and~~were ~~MC LLC’s claims~~dismissed.

On December 15, 2014, a complaint was filed against the Company in the Superior Court of State of California, for the County of Los Angeles – Central Division (Case Number: BC566749), pursuant to which Sky Consulting Group, Inc. (“Sky”), made various claims against the Company, Mr. Tran, the Company’s President and Director, Marley C&V International, and various other parties. The complaint alleged causes of action for breach of contract, fraud, negligent representation, intentional interference with contractual relationship and negligent interference with contractual relationship, relating to a May 2013 coffee distributor agreement between the Company and Sky, which provided Sky the right to sell Company branded coffee products in Korea. The suit seeks damages, punitive damages, court costs and attorney’s fees. The Company subsequently filed a motion to compel arbitration pursuant to the terms of the agreement, which was approved by the court on April 7, 2015. The parties subsequently entered arbitration in connection with the lawsuit. On September 8, 2015, the parties entered into a mutual settlement and release agreement, whereby Sky agreed to return 130,480 shares of common stock to the Company and stop distributing our products, displaying our tradenames or using our intellectual property; the parties agreed to each dismiss their claims/lawsuits; and each party provided the other a general release of all outstanding claims. As of the date of this report, the shares have been returned to the Company and cancelled, provided that claims/lawsuits have not been dismissed, however we anticipate the claims/lawsuits will be dismissed shortly after the date this report is filed.17

22On November 17, 2015, the SEC filed a complaint against us (Case 2:15-cv-08921) in the United States District Court Central District of California Western Division. Also included as defendants in the complaint were Shane G. Whittle (our former Chief Executive Officer and Director) and parties unrelated to us, Wayne S. P. Weaver, Michael K. Sun, Rene Berlinger, Stephen B. Wheatley, Kevin P. Miller, Mohammed A. Al-Barwani, Alexander J. Hunter, and Thomas E. Hunter (collectively, the “Defendants”). Pursuant to the complaint, the SEC alleged that Mr. Whittle orchestrated a “pump and dump” scheme with certain other of the Defendants in connection with our common stock. The scheme allegedly involved utilizing our July 2009 reverse merger transaction to secretly gain control of millions of our shares, spreading the stock to offshore entities, and dumping the shares on the unsuspecting public after the stock price soared following fraudulent promotional campaigns undertaken by Mr. Whittle and certain other of the Defendants in or around 2011. The complaint also alleges that to boost our stock price and provide cash to the Company, Mr. Whittle and certain other of the Defendants orchestrated a sham financing arrangement designed to create the false appearance of legitimate third-party interest and investment in the Company through a non-existent entity, Straight Path Capital, pursuant to which we raised approximately $2.5 million through the sale of 6.25 million shares of common stock in 2011. The SEC also alleges that Mr. Whittle and others caused us to make public announcements which caused our stock price to rise, which helped facilitate the alleged frauds among other allegations spelled out more completely in the complaint. The SEC’s complaint charges us, Mr. Whittle, Mr. Weaver, Mr. Sun, Mr. Berlinger, Mr. Wheatley, Mr. Miller, and Mr. Al-Barwani with conducting an illegal offering in violation of Sections 5(a) and 5(c) of the Securities Act. The complaint further alleges that Mr. Whittle, Mr. Weaver, Mr. Sun, Mr. Berlinger, and the Hunters violated Section 10(b) of the Exchange Act and Rule 10b-5, and Mr. Whittle, Mr. Weaver, Mr. Sun, and Mr. Berlinger violated Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder. Mr. Whittle is additionally charged with violating Section 16(a) of the Exchange Act and Rule 16a-3, and the Hunters are charged with violations of Sections 17(b) of the Securities Act, which prohibits fraudulent touting of stock. The SEC is seeking injunctions, disgorgement, prejudgment interest, and penalties as well as penny stock bars against all of the individual Defendants and an officer-and-director bar against Mr. Whittle.

On or ~~November~~around 17May 31, ~~2015~~2016, the ~~SEC~~Company ~~filed~~entered into a ~~complaint~~‘Consent ~~against us (Case 2:15-cv-08921) in the United States District Court Central District~~ of ~~California~~Defendant ~~Western~~Jammin ~~Division.~~Java ~~Also included as defendants in the complaint were Shane G~~Corp.’ ~~Whittle~~ (~~our~~the ~~former Chief Executive Officer and Director~~“Consent”) ~~and parties unrelated to us~~, in ~~Wayne~~connection S.with P.the ~~Weaver,~~SEC’s ~~Michael~~complaint ~~K. Sun, Rene Berlinger, Stephen B. Wheatley, Kevin P. Miller, Mohammed A. Al-Barwani, Alexander J. Hunter, and Thomas E. Hunter~~ (~~collectively,~~ the “~~Defendants~~Complaint”). Pursuant to the ~~complaint~~Consent, ~~the~~without ~~SEC~~admitting or ~~alleged~~denying ~~that Mr. Whittle orchestrated a “pump and dump” scheme with certain other of~~ the ~~Defendants~~allegations ~~in connection with our common stock. The scheme allegedly involved utilizing our July 2009 reverse merger transaction to secretly gain control~~ of ~~millions of our shares, spreading~~ the ~~stock~~Complaint to(except ~~offshore~~as ~~entities,~~specifically ~~and~~set ~~dumping~~forth ~~the shares on the unsuspecting public after the stock price soared following fraudulent promotional campaigns undertaken by Mr. Whittle and certain other of the Defendants~~ in orsuch ~~around~~Consent ~~2011.~~mainly ~~The~~relating ~~complaint also alleges that~~ to ~~boost~~personal ~~our stock price~~ and subject ~~provide~~matter ~~cash~~jurisdiction, towhich ~~the~~we ~~Company~~admitted), ~~Mr.~~we ~~Whittle~~consented ~~and certain other of the Defendants orchestrated a sham financing arrangement designed~~ to ~~create~~ the ~~false~~entry ~~appearance~~ of ~~legitimate~~a ~~third-party~~final ~~interest~~judgment ~~and investment in~~ (the ~~Company~~“Final ~~through a non-existent entity~~Judgment”), ~~Straight Path Capital, pursuant to~~ which we raised approximately $2.5 million through the sale of 6.25 million shares of common stock in 2011. The SEC also alleges that Mr. Whittle and others caused us to make public announcements which caused our stock price to rise, ~~which helped facilitate the alleged frauds~~ among other ~~allegations~~things: ~~spelled~~(a) ~~out~~permanently ~~more~~restrains ~~completely~~and inenjoins ~~the complaint. The SEC’s complaint charges~~ us, ~~Mr.~~from ~~Whittle,~~violating ~~Mr.~~Section ~~Weaver, Mr. Sun, Mr. Berlinger, Mr. Wheatley, Mr. Miller, and Mr. Al-Barwani with conducting an illegal offering in violation of Sections~~ 5~~(a)~~ ~~and 5(c)~~ of the Securities Act~~. The complaint further alleges that Mr. Whittle~~, ~~Mr. Weaver, Mr. Sun, Mr. Berlinger,~~ and ~~the Hunters violated Section 10~~(b) oforders us ~~the~~to ~~Exchange~~pay ~~Act~~disgorgement ~~and~~in ~~Rule~~the ~~10b-5,~~amount ~~and~~of ~~Mr. Whittle~~$605, ~~Mr. Weaver~~330, ~~Mr.~~plus ~~Sun,~~prejudgment ~~and~~interest ~~Mr.~~thereon ~~Berlinger~~in ~~violated~~the ~~Section~~amount ~~13(d)~~ of ~~the~~$94,670, ~~Exchange~~totaling ~~Act~~an ~~and Rules 13d-1 and 13d-2 thereunder. Mr. Whittle is additionally charged with violating Section 16(a)~~ aggregate of ~~the Exchange Act and Rule 16a-3~~$700,000, ~~and the Hunters are charged with violations~~ of ~~Sections~~which 17(b1) ~~of the Securities Act~~$200,000 ~~which prohibits fraudulent touting of stock. The SEC~~ is ~~seeking~~due ~~injunctions,~~within ~~disgorgement,~~14 ~~prejudgment~~days ~~interest, and penalties as well as penny stock bars against all~~ of the ~~individual~~entry ~~Defendants and an officer-and-director bar against Mr. Whittle. The Company intends to vigorously defend itself against the allegations~~ of the ~~SEC.~~Final ~~The~~Judgment, ~~possibility~~which offunds ~~loss~~are ~~cannot~~currently beheld ~~determined~~in an atattorney’s ~~this~~trust ~~early~~account ~~date~~for ~~without~~payment; ~~further~~and ~~discovery;~~(2) ~~however~~$500,000 inis ~~the~~due ~~event~~within ~~the~~90 ~~Company~~days ~~were~~of ~~to have to pay significant fines or disgorgement in~~ the ~~matter,~~entry ~~and~~of the ~~Company~~Final ~~was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection~~Judgment.

~~After~~The Final ~~working~~Judgment inwas ~~compliance~~approved ~~with~~by the SEC ~~for~~on ~~several~~or ~~years~~around onMay ~~this investigation~~31, 2016 and we~~’re~~ ~~glad~~are toawaiting ~~finally~~a ~~see~~file ~~that~~stamped copy of the Final ~~SEC~~Judgement ~~complaint~~from the court, which is ~~coming~~anticipated toby ~~light;~~the ~~however,~~end weof ~~strongly~~June ~~disagree~~2016. ~~that~~The weCompany ~~had~~has ~~anything~~accrued to$700,000 dofor estimated ~~with~~settlement ~~the~~expense ~~alleged~~in ~~misdeeds~~the ofquarter ~~Mr.~~ended ~~Whittle.~~April ~~Specifically~~30, we2016, ~~have~~which ~~the~~is ~~following~~offset ~~responses~~by toa ~~the~~$400,000 ~~SEC’s~~insurance ~~complaint:~~settlement which was received in May 2016.

·The Company ~~Our~~believes ~~current~~that ~~management~~the ~~had~~Final noJudgment ~~knowledge~~is ofa positive outcome for the ~~alleged~~Company ~~fraudulent~~as ~~activities~~it ofsettles ~~Mr.~~the ~~Whittle,~~SEC’s outstanding ~~provided~~action ~~that~~against inthe Company and removes the ~~event~~uncertainty surrounding such ~~allegations~~action ~~are~~moving ~~true, Mr~~forward. The ~~Whittle~~Company continues ~~not~~to ~~only~~take ~~misled~~action in the ~~investing~~best ~~public,~~interests heof ~~also~~the ~~lied~~shareholders to ~~and~~create ~~defrauded~~shareholder usvalue ~~and~~which ~~our~~includes ~~management~~assisting the SEC in its continued investigation.

· Mr. Whittle ceased serving as Chief Executive Officer of the Company in May 2010 and ceased having any connection with the Company whatsoever in 2012 when his consulting agreement was terminated. The Company and Mr. Whittle have also been on the opposite sides of various ongoing litigation matters over the past several years (including those described above). The Company itself did not profit from Mr. Whittle’s actions and did not have any knowledge of any improprieties associated with the 2010-2011 sale of securities to Straight Path Capital, provided the Company further had no reason to doubt the statements and representations made by Straight Path Capital in connection with the 2011 securities purchase agreement, until the Company was made aware of the allegations against Mr. Whittle in connection with the SEC’s investigation thereof. Additionally, the Company initiated a transaction with Straight Path in December of 2010, months before the alleged pump and dump.

· To date, none of the 6.5 million restricted shares of common stock acquired by Straight Path Capital have been transferred or sold.

· As noted by the SEC itself in the complaint, the Company released a Form 8-K on May 9, 2011, notifying the investing public regarding potential non-authorized press releases, promotional activities and campaigns and cautioning investors to not purchase securities based on such materials, which helped to decrease our artificially inflated share price, reduce shareholder losses and put an end to the ‘pump and dump’ alleged by the SEC.

· The SEC has not brought any claims against our current management and the Company’s current management had no knowledge of the alleged fraudulent activities undertaken by Mr. Whittle and the other defendants and none of the Company’s current management was involved in the alleged fraud, or profited from the alleged fraud.

· The only claim brought against the Company by the SEC in the complaint is for the alleged securities offering in violation of Sections 5(a) and 5(c) of the Securities Act in which the SEC believes the Company wasn’t vigilant enough when it authorized all of the transfers of stock to offshore entities and that the Company participated in the registration violations because Mr. Whittle and his coterie were engaged in an unregistered distribution of Company shares.

· Notwithstanding the claims made by the SEC in the complaint, we can defend and back up the statements made in all press releases we’ve ever put out.

· The Company has fully complied over the past three years with the SEC’s investigation and has cooperated with all of the SEC’s requests for information and documentation in connection therewith.

For the reasons described above, we plan to vigorously contest the SEC’s allegations against us, which as described above, are unfounded, and plan to defend ourselves and our reputation against the claims made against the Company by the SEC in the complaint.

As discussed above, Mr. Whittle and his associates deceived not only the investing public, but also the Company and its current management, in connection with the illegal and fraudulent activities alleged by the SEC. The Company does not believe it has undertaken any wrongdoing and is confident that the facts when presented fully and accurately, will prove the same.

As of today, we believe that the SEC lawsuit has only negatively affected the Company’s share price. No customers have dropped Marley Coffee from its shelves, no partners have disengaged with the Company and the Company is still seeing revenue growth in the marketplace. We are also still on pace to gain the most number of new points of distribution in the fourth quarter in over 18 months. Notwithstanding the above, legal fees have slightly increased, but most of the costs of discovery in the litigation have already been expended as the Company has previously compiled and provided everything to the SEC from 2010-2013, which are the key periods in the investigation.

In addition to the above, we may become involved in other 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, ~~2015~~2016, filed with the Commission on May 16, ~~2015~~2016, ~~other~~except ~~than~~ as ~~disclosed~~discussed below, and investors are encouraged to review such risk factors prior to making an investment in the Company.

56 Hope Road can terminate the 56 Hope Road License Agreement under certain circumstances.

Pursuant to the terms and conditions of the 56 Hope Road License Agreement, 56 Hope Road can terminate that agreement under certain circumstances, subject where applicable and as described in the agreement, our right to cure such breaches and other events, including: in the event the Securities and Exchange Commission or any similar government agency in any country, territory or possession makes any negative or unlawful finding regarding our activities. In the event the Final Judgment (described below under “Part II - Other Information” - “Item 1. Legal Proceedings”), constitutes a “negative or unlawful finding regarding our activities”, 56 Hope Road can terminate the License Agreement pursuant to its terms.

The termination of the 56 Hope Road License Agreement would have a material adverse effect on our results of operations and assets, could force us to scale back and/or abandon our business operations, or force us to seek bankruptcy protection and could cause the value of our common stock to decline in value or become worthless.

The Company owes a significant amount of money to Mother Parkers.

As of ~~October~~April 3130, ~~2015~~2016, the Company owed a significant amount of accounts payable, and the Company owed approximately $12.5 2 million, to Mother Parkers in consideration for distribution services rendered. Mother Parkers has previously advised us that if we are not able to pay them amounts due past the 120 day net terms they have provided us, they will not provide additional credit and will stop distributing our products. As ofWe ~~the~~currently ~~filing~~owe ~~date~~Mother ofParkers ~~this~~invoices ~~statement~~from ~~our~~October ~~debt~~2015 ~~with~~and ~~Mother~~are ~~Parkers~~not is below the 120 days. As described above, Mother Parkers is one of our largest distributors, representing over half of our revenues for the ~~nine~~year ended January 31, 2016 and the three months ended ~~July~~April 3130, ~~2015~~2016, and in the event they stop distributing our products our results of operations will be materially adversely effected and we may be forced to curtail or abandon our business operations. We recently raised funding through the sale of convertible notes, as described above, to pay down a portion of the amounts we owed to Mother Parkers, provided that in the future we may be required to raise additional debt or equity funding (including in order to repay such convertible notes), which may not be available on favorable terms, if at all.

24The Final Judgment could have a material adverse effect on our ability to raise funding and create additional liability for us.

~~The~~Pursuant to ~~November~~the ~~2015~~Final ~~complaint~~Judgment, ~~filed~~described ~~against~~above under “Legal Proceedings”, we agreed to a permanent enjoinment from violating the Securities Act in future, which once accepted by the court, will cause us to be deemed to be a ‘bad actor’ under Rule 506 of the Securities Act and disqualified by the ~~SEC~~requirements of Rule 262 of Regulation A, which will prevent us from relying on an exemption from registration for the sale and issuance of securities under Regulation D and A, respectively. This could make it harder for us to sell shares privately and negatively affect our ability to raise capital. Additionally, for the three years following the court’s acceptance of the Final Judgment, we will be unable to avail ourselves of the statutory safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995. As a result, we may face additional liability for our forward-looking statements. Both of which could have a ~~significant~~material ~~negative~~adverse ~~impact~~effect on usour operations and cash flows, and could cause the value of our securities to decline in value.

As described above under “Part II” – “Item 1. Legal Proceedings”, on November 17, 2015, the SEC filed a complaint against us and certain other defendants in the United States District Court Central District of California Western Division. Pursuant to the complaint, the SEC alleged that Shane Whittle (our former officer and director) orchestrated a “pump and dump” scheme with certain other of the defendants in connection with our common stock. The scheme allegedly involved utilizing our July 2009 reverse merger transaction to secretly gain control of millions of our shares, spreading the stock to offshore entities, and dumping the shares on the unsuspecting public after the stock price soared following fraudulent promotional campaigns undertaken by Mr. Whittle and certain other of the defendants in or around 2011. The complaint also alleges that to boost our stock price and provide cash to the Company, Mr. Whittle and certain other of the defendants orchestrated a sham financing arrangement designed to create the false appearance of legitimate third-party interest and investment in the Company through a non-existent entity, Straight Path Capital, pursuant to which we raised approximately $2.5 million through the sale of 6.25 million shares of common stock in 2011. The SEC also alleges that Mr. Whittle and others caused us to make public announcements which caused our stock price to rise, which helped facilitate the alleged frauds among other allegations spelled out more completely in the complaint. The SEC’s complaint charges us (along with certain of the other defendants) with conducting an illegal offering in violation of Sections 5(a) and 5(c) of the Securities Act and further charges the other defendants with various other violations of the securities laws. The SEC is seeking injunctions, disgorgement, prejudgment interest, and penalties as well as penny stock bars against all of the individual defendants and an officer-and-director bar against Mr. Whittle.19

The fact that the Company is the subject of a complaint filed by the SEC, actions we may take to defend ourselves from the allegations made in the complaint, as well as negative perceptions of the public due to the fact that we are subject to the complaint, and shareholder litigation in connection therewith, or threatened in connection therewith, may have the effect of: keeping us from securing an up-listing to a major stock exchange; limiting our options for future financing and reducing liquidity; raising the costs of future financing; raising legal, accounting and insurance costs; reducing available cash for operations and the satisfaction of outstanding liabilities; taking resources (including cash and management time and focus) away from operations; negatively affecting our stock price, liquidity and reputation in the marketplace; creating events of default under loan agreements and other material agreements; causing employees to resign or seek alternative employment; forcing us to pay legal and other costs, including potential legal settlements, in connection with shareholder litigation; causing customers and suppliers to cease doing business with us; and making new investors, joint venture partners, service providers, lenders, and other parties less likely to do business with, or enter into transactions with us; all of which may have a significant negative impact on our results of operations, the value of our securities, our ability to raise funding in the future, our revenues and our long-term viability, all of which could lead to the value of the Company’s common stock declining in value or becoming worthless.

These risks are exacerbated by the fact that we have limited financial and legal resources to effectively defend claims and allegations in a court of law, due to the fact that we have a small number of officers, directors and employees and due to the fact that we currently have limited cash on hand and have limited funding options available to us.

The Company intends to vigorously defend itself against the allegations of the SEC. The current officers in the Company have not been named. However, the possibility of loss cannot be determined at this early date without further discovery; however, in the event the Company were to have to pay significant legal fees to defend itself against the allegations made in the complaint or pay significant fines or disgorgement in the matter, and the Company was unable to raise sufficient funding to pay such fines or disgorgement, the Company could be forced to suspend its activities, terminate its operations or seek bankruptcy protection, all of which could lead to the value of the Company’s common stock declining in value or becoming worthless.

As of today, the effects of the SEC lawsuit on the Company have only affected the Company’s share price. No customers have dropped Marley Coffee from its shelves, no partners have disengaged with the Company and the Company is still seeing revenue growth in the marketplace. We are also still on pace to gain the most number of new points of distribution in the fourth quarter in over 18 months. Notwithstanding the above, legal fees have slightly increased, but most of the costs of discovery in the litigation have already been expended as the Company has previously compiled and provided everything to the SEC from 2010-2013, which are the key periods in the investigation.

FSHR can terminate the FSHR License Agreement under certain circumstances.

Pursuant to the terms and conditions of the FSHR License Agreement, FSHR can terminate that agreement under certain circumstances, subject where applicable and as described in the agreement, our right to cure such breaches and other events, including: in the event the Securities and Exchange Commission or any similar government agency in any country, territory or possession makes any negative or unlawful finding regarding our activities. Notwithstanding our categorical denial of the allegations made in the SEC’s November 2015 complaint, as discussed above under “Item 1. Legal Proceedings”, in the event the SEC’s complaint constitutes a “negative or unlawful finding regarding our activities” or we consent to any actions against us by the SEC in connection with the allegations made by the SEC in the November 2015 complaint which constitute a “negative or unlawful finding regarding our activities”, FSHR can terminate the FSHR License Agreement.

The termination of the FSHR License Agreement would have a material adverse effect on our results of operations and assets, could force us to scale back and/or abandon our business operations, or force us to seek bankruptcy protection and could cause the value of our common stock to decline in value or become worthless. As we’ve stated above, none of the officers in the Company have been named in the SEC suit and we believe that we will be found innocent of the charges alleged. Rohan Marley, our Chairman and founder believes that the SEC investigation is news from 2011 and that the current management alongside himself has been doing everything in its power to clean house and build a worldwide coffee company. Something he had envisioned since 1999. He and the Company will continue to both help the SEC in this matter as well as vigorously defend itself against the allegations made against us by the SEC.

We have various outstanding convertible notes which are convertible into shares of our common stock at a discount to market.

As described above under “Part I – Financial Information” – “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” – “Funding and Financing Agreements”, we sold various convertible promissory notes in September 2015. The conversion prices of the convertible notes initially vary from between 60% to 65% of the market value of our common stock, subject in many cases to anti-dilution and other rights which may result in such conversion prices declining. As a result, any conversion of the convertible notes and sale of shares of common stock issuable in connection with the conversion thereof may cause the value of our common stock to decline in value, as described in greater detail under the Risk Factors below. Notwithstanding the above, we hope to repay the convertible notes in full before any conversions take place.

The issuance and sale of common stock upon conversion of the convertible notes may depress the market price of our common stock.

If sequential conversions of the convertible notes and sales of such converted shares take place, the price of our common stock may decline, and as a result, the holders of the convertible notes will be entitled to receive an increasing number of shares in connection with conversions, which shares could then be sold in the market, triggering further price declines and conversions for even larger numbers of shares, to the detriment of our investors. The shares of common stock which the convertible notes are convertible into may be sold without restriction pursuant to Rule 144. As a result, the sale of these shares may adversely affect the market price, if any, of our common stock.

In addition, the common stock issuable upon conversion of the convertible notes may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. The convertible notes will be convertible into shares of our common stock at a discount to market as described above, and such discount to market provides the holders with the ability to sell their common stock at or below market and still make a profit. In the event of such overhang, the note holders will have an incentive to sell their common stock as quickly as possible. If the share volume of our common stock cannot absorb the discounted shares, then the value of our common stock will likely decrease. Notwithstanding the above, we hope to repay the convertible notes in full before any conversions take place.

The issuance of common stock upon conversion of the convertible notes will cause immediate and substantial dilution.

The issuance of common stock upon conversion of the convertible notes will result in immediate and substantial dilution to the interests of other stockholders since the holders of the convertible notes may ultimately receive and sell the full amount of shares issuable in connection with the conversion of such convertible notes. Although certain of the convertible notes may not be converted if such conversion would cause the holders thereof to own more than 4.99% or 9.99% of our outstanding common stock, this restriction does not prevent the holders of the convertible notes subject to such restrictions from converting some of their holdings, selling those shares, and then converting the rest of its holdings, while still staying below the 4.99%/9.99% limit. In this way, the holders of the convertible notes could sell more than any applicable ownership limit while never actually holding more shares than the applicable limits allow. If the holders of the convertible notes choose to do this, it will cause substantial dilution to the then holders of our common stock. Notwithstanding the above, we hope to repay the convertible notes in full before any conversions take place.

The continuously adjustable conversion price feature of the convertible notes could require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock and cause dilution to our existing stockholders.

Our existing stockholders will experience substantial dilution upon any conversion of the convertible notes. The convertible notes are convertible into shares of common stock at a conversion price equal to a discount to the market value of our common stock as described above. As a result, the number of shares issuable could prove to be significantly greater in the event of a decrease in the trading price of our common stock, which decrease would cause substantial dilution to our existing stockholders. As sequential conversions and sales take place, the price of our common stock may decline, and if so, the holders of the convertible notes would be entitled to receive an increasing number of shares, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to our existing stockholders and would likely cause the value of our common stock to decline.

We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

As described above under “Part I – Financial Information” – “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” – “Funding and Financing Agreements”, we sold various convertible promissory notes in September 2015. The various notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. Some of our SEC reports have not been filed on a timely basis to date and in the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless.

We currently owe a significant amount of money under our outstanding convertible notes.

As of the date of this filing we owed approximately $1.2 million under the outstanding convertible promissory notes described above under “Part I – Financial Information” – “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” – “Liquidity and Capital Resources” – “Funding and Financing Agreements”. We do not have sufficient funds to repay such notes and if we are unable to raise additional funds in the future to repay such amounts, which may not be available on favorable terms, if at all, such failure could have a material adverse effect on our financial condition or results of operations and cause any investment in the Company to decline in value or become worthless.

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

InAs described ~~September~~above ~~2015,~~under we“Note ~~sold~~5. ~~the~~Convertible ~~JSJ~~and ~~Convertible~~Other ~~Note,~~Notes ~~the~~Payable” ~~Typenex~~– “Convertible Note, ~~the~~with JSJ ~~JMJ~~Investments ~~Convertible~~Inc.” ~~Note~~to ~~and~~ the ~~Vis~~unaudited ~~Vires~~financial ~~Convertible~~statements ~~Note. Each~~included ofherein, ~~such~~on ~~notes~~March is1, ~~convertible~~2016, ~~into~~we ~~our~~entered ~~common~~into ~~stock~~the atJSJ side aletter ~~discount~~agreement towhich amended the ~~trading~~terms ~~price~~ of ~~our~~the ~~common~~JSJ ~~stock~~Note as ~~described~~discussed ~~in greater detail~~ above. ~~under~~To ~~“Part~~the Iextent –such ~~Financial~~transaction ~~Information”~~is –deemed ~~“Item~~the offer 2.or ~~Management’s~~sale ~~Discussion and Analysis~~ of ~~Financial~~unregistered ~~Condition~~equity ~~and~~securities, ~~Results~~we ofplan ~~Operations”~~to ~~– “Liquidity and Capital Resources” – “Funding and Financing Agreements”. We~~ claim an exemption from registration ~~for the issuances and sales of such convertible notes~~ pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing ~~issuances~~ did not involve a public offering, the ~~recipients~~recipient ~~were~~was (ai) an “accredited ~~investors~~investor”; and/or (bii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the ~~recipients~~recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing ~~issuances~~issuance and ~~grant and~~ we paid no underwriting discounts or commissions. The securities ~~sold~~ are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

As described above under “Note 5. Convertible and Other Notes Payable” – “Convertible Notes with Duck Duck Spruce” to the unaudited financial statements included herein, on March 8, 2016 and March 15, 2016, we sold Duck Duck the Duck Duck Notes. The notes are convertible into our common stock at a discount to the trading price of our common stock as described in greater detail above. We also agreed pursuant to the March 15, 2016 Duck Duck Note to issue Duck Duck 250,000 restricted shares of common stock, which shares have been issued to date. We claim an exemption from registration for the issuance of such convertible notes and shares pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

As described above under “Note 5. Convertible and Other Notes Payable” – “Convertible Promissory Notes with Vis Vires Group” to the unaudited financial statements included herein, on March 13, 2016, we sold Vis Vires the New Vis Vires Convertible Note. The note is convertible into our common stock at a discount to the trading price of our common stock as described in greater detail above. We claim an exemption from registration for the issuance of such convertible note pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuance did not involve a public offering, the recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

On March 11, 2016, our Board of Directors approved the re-pricing of stock options to purchase an aggregate of 6 million shares of our common stock (2 million each to each of our executive officers and Chairman). To the extent such re-pricings constituted the offer and sale of securities, we believe that such transactions were exempt from registration pursuant to (a) Section 4(a)(2) of the Securities Act; and/or (b) Rule 506 of the Securities Act, and the regulations promulgated thereunder. With respect to the transactions described above, no general solicitation was made either by us or by any person acting on our behalf. The transactions were all privately negotiated, and none involved any kind of public solicitation. No underwriters or agents were involved in the foregoing grants and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. All recipients were officers and directors of the Company.

Use of Proceeds From Sale of Registered Securities

None.

Issuer Purchases of Equity Securities

~~None~~As part of the May 19, 2016, settlement agreement entered into between Whittle, MCL, Rohan Marley, Cedella Marley, the Company, HRM and 56 Hope Road, as described above under “Legal Proceedings”, among other things Whittle agreed to cancel and terminate the options to purchase 2 million shares of the Company’s common stock which he held as of the date of the parties’ entry into the Settlement Agreement for $1.00 of total consideration, which options have been purchased and cancelled to date.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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.

2821

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, 2015	By: /s/ Brent Toevs
Dated: June 23, 2016	By:	/s/ Brent Toevs
	~~Brent Toevs~~	Brent Toevs
	~~Chief Executive Officer~~	Chief Executive Officer
	~~(Principal Executive Officer)~~	(Principal Executive Officer)

	JAMMIN JAVA CORP.
Dated: December 15, 2015	By: /s/ Anh Tran
Dated: June 23, 2016	By:	/s/ Anh Tran
	~~Anh Tran~~	Anh Tran
	~~President, Secretary and Treasurer~~	President, Secretary and Treasurer
	~~(Principal Accounting and Financial Officer)~~	(Principal Accounting and Financial Officer)

2922

Exhibit Index

Exhibit Index
Exhibit Number		Description
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)
10.1+		2011 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed August 10, 2011)
10.2+		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)
10.3+		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)
10.4**		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)
10.5		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)
10.6**		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)
10.7+		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)
10.8+		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)
10.9+		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)
10.10+		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)
10.11**		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)
10.12		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)
10.13+		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)
10.14+		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)
10.15		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)
10.16		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)
10.17		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)
10.18		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)

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**		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)
10.5		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)
10.6+		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)

10.19		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)
10.20+		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)
10.21+		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)
10.22+		First Amendment to Amended and Restated Employment Agreement with Brent Toevs (June 30, 2015) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.23+		First Amendment to Amended and Restated Employment Agreement with Anh Tran (June 30, 2015) (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.24+		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)
10.25+		Form of 2015 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.26		$275,000 12% Convertible Note Issued September 9, 2015, by Jammin Java Corp. in favor of JSJ Investments Inc. (incorporated by reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.27		Securities Purchase Agreement dated September 14, 2015, by Jammin Java Corp. and Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.28		Secured Convertible Promissory Note dated September 14, 2015 ($1,005,000), by Jammin Java Corp. in favor of Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.29		Membership Interest Pledge Agreement dated September 14, 2015, by and between Typenex Co-Investment, LLC and Jammin Java Corp. (incorporated by reference to Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.30		Secured Investor Note #1 dated September 14, 2015 by and between Typenex Co-Investment, LLC and Jammin Java Corp. (incorporated by reference to Exhibit 10.35 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.31		Security Agreement dated September 14, 2015, by Jammin Java Corp. in favor of Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.36 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.32		Convertible Promissory Note dated September 16, 2015, by Jammin Java Corp. in favor of JMJ Financial (incorporated by reference to Exhibit 10.37 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.33		Securities Purchase Agreement dated September 9, 2015, by and between Jammin Java Corp. and Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 2, 2015)
10.34		$254,000 Convertible Promissory Note dated September 9, 2015, by Jammin Java Corp. in favor of Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 2, 2015)
10.35		March 1, 2016 Side Letter Agreement with JSJ Investments, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.36		5% Convertible Promissory Note ($330,000) with Duck Duck Spruce, LLC dated March 8, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.37+		Amended and Restated 2015 Equity Incentive Plan of Jammin Java Corp. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.38+		Option Agreement of Rohan Marley effective June 30, 2015 (as amended) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed March 24, 2016)

10.7		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)
10.8+		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)
10.9+		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)
10.10+		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)
10.11+		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)
10.12+		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)
10.13**		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)
10.14		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)
10.15		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)
10.16+		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)
10.17+		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)
10.18		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)

10.19		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)
10.39+		Option Agreement of Brent Toevs effective June 30, 2015 (as amended) (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.20		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)
10.40+		Option Agreement of Anh Tran effective June 30, 2015 (as amended) (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.41		Securities Purchase Agreement dated March 11, 2016, by and between Jammin Java Corp. and Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.42		$225,000 Convertible Promissory Note dated March 11, 2016, by Jammin Java Corp. in favor of Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed March 24, 2016)
10.43		5% Convertible Promissory Note ($220,000) with Duck Duck Spruce, LLC dated March 15, 2016 (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed March 24, 2016)
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
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

10.21		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)
10.22		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)
10.23		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)
10.24		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)
10.25+		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)
10.26+		Jammin Java Corp. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.27+		First Amendment to Amended and Restated Employment Agreement with Brent Toevs (June 30, 2015) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.28+		First Amendment to Amended and Restated Employment Agreement with Anh Tran (June 30, 2015) (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 31, 2015)
10.29+		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)
10.30+		Form of 2015 Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on July 31, 2015)

10.31		$275,000 12% Convertible Note Issued September 9, 2015, by Jammin Java Corp. in favor of JSJ Investments Inc. (incorporated by reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.32		Securities Purchase Agreement dated September 14, 2015, by Jammin Java Corp. and Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.33		Secured Convertible Promissory Note dated September 14, 2015 ($1,005,000), by Jammin Java Corp. in favor of Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.34		Membership Interest Pledge Agreement dated September 14, 2015, by and between Typenex Co-Investment, LLC and Jammin Java Corp. (incorporated by reference to Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.35		Secured Investor Note #1 dated September 14, 2015 by and between Typenex Co-Investment, LLC and Jammin Java Corp. (incorporated by reference to Exhibit 10.35 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)

10.36		Security Agreement dated September 14, 2015, by Jammin Java Corp. in favor of Typenex Co-Investment, LLC (incorporated by reference to Exhibit 10.36 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)
10.37		Convertible Promissory Note dated September 16, 2015, by Jammin Java Corp. in favor of JMJ Financial (incorporated by reference to Exhibit 10.37 of the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the SEC on September 21, 2015)

10.38		Securities Purchase Agreement dated September 9, 2015, by and between Jammin Java Corp. and Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 2, 2015)
10.39		$254,000 Convertible Promissory Note dated September 9, 2015, by Jammin Java Corp. in favor of Vis Vires Group, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 2, 2015)
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
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, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

**** Furnished herewith. ~~+ Indicates management contract or compensatory plan or arrangement.~~

33+ Indicates management contract or compensatory plan or arrangement.

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