UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2721, 2016

JAMMIN JAVA CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-52161		264204714
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4730 Tejon St., Denver, Colorado 80211

(Address of principal executive offices and Zip Code)

323-556-0746

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ~~Entry into a Material Definitive Agreement.~~

OnEntry ~~June~~into ~~27,~~a ~~2016,~~Material ~~and~~Definitive ~~effective June 24, 2016, Fifty-Six Hope Road Music Limited (“56 Hope Road”) provided Jammin Java Corp~~Agreement. ~~(the “Company”, “we” and “us”) notice of the termination of the fifteen (15) year license agreement entered into with 56 Hope Road on September 13, 2012 (the “Long-Term License”).~~

The Long-Term License provided us a worldwide, exclusive, non-transferable license to utilize the “Marley Coffee” trademarks (the “Trademarks”) in connection with the manufacturing, advertising, promotion, sale, offering for sale and distribution of coffee beans in all its forms and derivations, regardless of portions, sizes or packaging (the “Exclusive Licensed Products”)(the Long-Term License also granted us a license to use the Trademarks for services including coffee roasting services, coffee production services, and coffee sales, supply, distribution and support services, excluding coffee houses, which rights were not re-licensed pursuant to the Short-Term License described below). 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, pursuant to the Long-Term License, 56 Hope Road granted us 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/orHRM ~~cappuccino,~~Purported 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 could be sold by us pursuant to the Long-Term License ~~through all channels~~Termination of distribution, provided that, subject to certain exceptions, we could not sell the Licensed Products by direct marketing methods (other than through our website), including television, infomercials or direct mail without the prior written consent of 56 Hope Road. Additionally, 56 Hope Road had the right to approve all Licensed Products, all advertisements in connection therewith and ~~all~~ product designs and packaging. The agreement also provided that 56 Hope Road owned all rights to any domain names (including marleycoffee.com), incorporating the Trademarks. In consideration for the foregoing licenses, we agreed to pay royalties to 56 Hope Road in an amount equal to 3% of the net sales of all Licensed Products on a quarterly basis.Lawsuit

56On July 21, 2016, Hope Road ~~terminated~~ ~~the~~Merchandising ~~Long~~(“HRM”) and Fifty-~~Term~~Six ~~License~~Hope ~~due~~Road toMusic ~~our~~Limited ~~breach~~(“56 ofHope ~~certain~~Road”) ofprovided Jammin Java Corp. (the ~~terms~~“Company”, “we” and “us”) notice of the ~~Long-Term~~termination ~~License~~of the ~~Agreement,~~short ~~including,~~term ~~but~~license ~~not~~agreement ~~limited to,~~that ~~our~~had ~~failure~~been toentered ~~deliver~~into ~~quarterly~~between ~~statements~~us inand aHRM ~~timely~~on ~~manner~~June 27, ~~our~~2016 ~~failure~~(the to“Short-Term ~~timely~~License”), as ~~make~~described ~~licensing~~in ~~payments,~~greater ~~our~~detail ~~failure to~~in ~~deliver~~the ~~audited~~Current ~~financial~~Report ~~statements~~on inForm a8-K ~~timely~~filed ~~manner,~~by ~~and~~us with the Securities and Exchange Commission’s ~~complaint~~on ~~against~~July ~~us.~~7, ~~Some~~2016, ofand ~~these~~demanded ~~breaches~~that ~~were~~all ~~due~~use toof ~~cash~~the ~~flow~~Trademarks ~~issues~~(defined ~~and~~below) ~~corporate~~cease ~~governance matters~~immediately.

~~Rohan~~The ~~Marley~~Short-Term License provided us a worldwide, ~~our~~exclusive, ~~former~~non-transferable license to utilize the “Marley Coffee” trademarks (the “Trademarks”) from ~~Chairman~~June 27, 2016 until December 27, 2016 (~~see~~a ~~Item~~term ~~5.02~~of ~~below~~six months), ~~owns~~provided anthat ~~interest~~the Short-Term License could have been extended in the 56sole ~~Hope~~discretion ~~Road~~of HRM (at our request) for an additional six month term after expiration thereof.

~~The~~Previously, ~~immediate~~on ~~effect~~June 27, 2016, ofand effective June 24, 2016, 56 Hope Road provided the ~~termination~~Company notice of the ~~Long-Term~~termination ~~License~~of ~~was~~a ~~minimal,~~prior asfifteen ~~effective~~(15) ~~immediately~~year ~~thereafter~~license we agreement entered into with 56 Hope Road on September 13, 2012 (the ~~Short~~“Long-Term License ~~described~~”), ~~below~~which was replaced by the Short-Term License.

On56 ~~July~~Hope 6,Road ~~2016,~~terminated ~~(1)~~the weLong-Term License, and ~~Hope~~most ~~Road~~recently ~~Merchandising, LLC (“~~HRM~~”),~~ ~~which~~terminated ~~exclusively~~the ~~controls~~Short-Term ~~all~~License, ~~licensing~~due ofto 56our ~~Hope~~alleged ~~Road’s intellectual~~breach ~~property~~of ~~rights,~~certain ~~entered~~of ~~into~~the aterms ~~Short~~of the Long-Term License ~~Agreement~~and ~~(the “~~Short-Term License~~”);~~, ~~(2)~~including, ~~we entered~~but ~~into~~not alimited ~~Secured~~to, ~~Promissory~~our ~~Note~~failure into ~~favor~~deliver ofquarterly 56statements ~~Hope~~and ~~Road~~annual audited ~~(the~~financial ~~“Secured~~statements ~~Note”);~~in ~~and~~a ~~(3)~~timely wemanner, and 56issues ~~Hope Road~~raised ~~entered~~regarding ~~into~~security ainterests ~~Security~~alleged ~~Agreement~~ to ~~secure~~have ~~amounts~~been ~~owed~~granted ~~under~~by us ~~the~~in ~~Secured~~connection ~~Note~~with the licenses, ~~each~~to asvarious ~~described~~third parties in ~~greater~~alleged ~~detail~~violation ~~below~~of the licenses.

~~The~~We ~~Short-Term~~believe ~~License provides~~that us the ~~right~~termination notice toreceived ~~use~~on ~~the~~July ~~Trademarks from June 27~~21, 2016 ~~until~~as ~~December~~well ~~27,~~as ~~2016 (a term of six months)(subject to HRM’s right to terminate~~ the ~~license~~termination ~~in the event we breach the terms thereof or any~~ of the terms of the Secured Note or Security Agreement), provided that the Short-Term License can be extended in the sole discretion of HRM (at our request) for an additional six month term after expiration thereof. Other than the term of the agreement, the Short-Term License has substantially similar terms as the Long-Term License ~~(except as discussed above)~~, with the addition of requiring us to provide customer and vendor lists to HRM and providing HRM an irrevocable license to use such information. Additional requirements associated with our entry into the Short-Term License with HRM was ~~that~~without ~~(i)~~merit ~~we immediately provide all deficient quarterly~~ and annual statements due; and (ii) we allow 56 Hope Road or its affiliates to have discussions with our current and potential business partners relating to whether there is a basis for a continued relationship with us, and to have discussions with unrelated third parties that 56 Hope Road ~~may have an interest~~has inno ~~once~~reasonable ~~the~~basis ~~Short-Term~~for ~~License~~such ~~expires~~terminations.

WeAfter ~~plan~~we toreceived ~~continue~~the July to21, ~~work~~2016, ~~with~~notice ~~HRM~~of ~~and~~termination, 56both ~~Hope~~sides ~~Road~~worked into ~~good~~resolve ~~faith~~the totermination ~~try~~and to ~~extend~~negotiate ~~the~~a ~~terms~~forbearance of the ~~Short-Term~~alleged ~~License~~defaults. One ~~and~~of ~~remain~~the ~~partners,~~conditions asof ~~well as~~the toforbearance ~~preserve~~set ~~shareholder~~by ~~value.~~HRM ~~Notwithstanding~~was for the ~~above,~~Company into ~~the~~engage ~~event~~a ~~that~~restructuring ~~HRM~~consultant ~~decides~~to ~~not~~provide toa ~~extend~~picture of the ~~Short-Term~~Company ~~License after~~and ~~the~~a ~~expiration~~potential ofturnaround ~~the~~plan. ~~initial~~After ~~term~~discussion orbetween the ~~extended term~~parties, itboth we and HRM agreed that we would ~~have~~engage r2 aadvisors ~~material~~llc ~~adverse~~(“R2”), ~~effect~~a oncompany ~~our~~with ~~results~~whom ofneither ~~operations and~~we ~~assets,~~nor ~~could~~HRM ~~force~~had usany toprior ~~scale~~relationship. ~~back,~~R2 ~~abandon~~provided the orpreliminary ~~attempt~~assessment toof ~~change~~the ~~our~~Company ~~business~~attached ~~operations,~~as ~~which~~Exhibit ~~are~~99.1 ~~solely~~hereto. ~~focused~~However, onafter ~~monetizing~~ the ~~Licenses~~preliminary assessment was prepared, ~~and~~HRM’s ~~may~~representatives ~~force~~determined usthat tothe ~~seek~~assessment ~~bankruptcy~~was ~~protection,~~biased ~~all~~towards ofthe ~~which~~Company ~~could~~and ~~cause~~unfairly promoted the ~~value~~Company’s point of ~~our~~view. ~~common~~We ~~stock~~vigorously todisagree ~~decline in~~with ~~value~~this ~~or become worthless~~assessment.

~~The~~Notwithstanding ~~Secured~~our attempt ~~Note~~to ~~evidences $297~~work in good faith through the issues raised with HRM in the termination notice,~~324~~ ~~due~~and towithout prior notice, on August 1, 2016, 56 Hope Road ~~pursuant~~and toHRM filed a complaint against us in the ~~terms~~Superior Court of the ~~Long-Term~~State ~~License~~of California, ~~which~~County ~~amount~~of Los ~~accrues~~Angeles, ~~interest~~Central ~~until~~Division ~~paid~~(Case ~~at 0~~No.~~71%~~ BC628981)(a copy of the complaint can be found on our website here: ~~per~~https://marleycoffee.com/content/uploads/2016/08/56-Jammin-Java-Complaint-1.pdf). ~~annum~~The complaint (~~7.5%~~a) ~~per~~seeks ~~annum~~a ifdeclaratory judgment ~~not~~relating ~~paid~~to inthe ~~full~~termination atof ~~maturity~~the licenses, (b) ~~and~~seeks isdamages ~~due~~for ~~and~~our ~~payable~~alleged on(i) ~~August~~breaches 31of the Long-Term License and Short-Term License, ~~2016.~~(ii) ~~Amounts~~tortious ~~due~~interference ~~under~~with ~~the~~56 ~~Secured~~Hope Road’s and HRM’s economic relationships with ~~Note~~licenses ~~are~~and ~~secured~~prospective bylicensees, ~~the~~and ~~Security~~(iii) ~~Agreement.~~trademark ~~The~~infringement; ~~Secured~~(c) ~~Note~~requests ~~contains~~an ~~customary~~accounting ~~representations~~of our books and ~~events~~records; and (d) requests punitive and exemplary damages in connection with allegations of ~~default~~fraud and misrepresentation.

~~The~~We ~~Security~~vehemently ~~Agreement~~deny the allegations ~~provides~~made by 56 Hope Road aand ~~security~~HRM, ~~interest~~and inplan ~~substantially~~to ~~all~~vigorously ofdefend ~~our~~ourselves ~~assets~~against tothe ~~secure~~claims ~~our~~made ~~payment~~in of the ~~Secured Note~~complaint.

~~Item~~On ~~1.02~~August ~~Termination~~4, 2016, we filed (a) a notice of removal with the court, requesting the case be removed from state court to the United States District Court for the Central District of California; (b) a ~~Material~~request ~~Definitive~~for ~~Agreement~~a temporary restraining order requesting the court to reinstate the Short-Term License until a final decision on the pending lawsuit is determined; and (c) an answer to the complaint denying the allegations of 56 Hope Road and HRM, including certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for breach of contract and breach of implied covenants of good faith and fair dealing, (ii) 56 Hope Road and HRM for intentional and negligent interference with prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, our former Chairman, and seeking that the court enter judgment in favor of us on all claims alleged by 56 Hope Road and HRM and further seeking economic damages, punitive and exemplary damages, pre-and-post judgment interest and court costs from 56 Hope Road, HRM and Mr. Marley (a copy of the answer and counterclaims can be found on our website here: https://marleycoffee.com/content/uploads/2016/08/3-Answer-Counterclaims-and-Third-Party-Complaint.pdf).

~~The~~To ~~disclosures~~date, inno ~~Item 1.01~~rulings ~~above~~have ~~regarding~~been made by the ~~termination~~court on our notice of ~~the~~removal ~~Long-Term~~or ~~License~~request ~~are~~for ~~incorporated~~temporary byrestraining ~~reference~~order and the lawsuit is in ~~this~~the ~~Item~~very 1early stages of litigation.~~02.~~

~~Item~~In ~~2.03~~the ~~Creation~~event that our request for a temporary restraining order is denied by the court, HRM fails to recognize the validity of the Short-Term License, or we are unable, through the pending litigation or otherwise, to obtain rights to the Trademarks, it will have a ~~Direct~~material ~~Financial~~adverse ~~Obligation~~effect on our ability to generate revenue, our results of operations and assets, could force us to abandon or anattempt ~~Obligation~~to ~~under~~change anour ~~Off-Balance~~business operations, ~~Sheet~~which ~~Arrangement~~are currently solely focused on monetizing the Trademarks, and may force us to seek bankruptcy protection, all of awhich ~~Registrant~~could cause the value of our common stock to decline in value or become worthless. Furthermore, we believe that our ability to generate revenue will be significantly limited during the period the lawsuit, described above, is pending.

~~The~~If ~~disclosures~~a intemporary ~~Item~~restraining ~~1.01~~order ~~above~~is ~~regarding~~granted, we hope that HRM and its representatives can come back to the ~~Secured~~table ~~Note~~to ~~are~~negotiate ~~incorporated~~a bylong ~~reference~~term inlicensing ~~this~~deal ~~Item~~to replace 2the Long-Term License, which we believe was unreasonably terminated.~~03.~~

Item 51.02 ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Effective~~Termination ~~June~~of ~~29, 2016, Rohan Marley, our founder, resigned as Chairman and as~~ a ~~member~~Material ~~of our board of directors. Mr. Marley advised us that his~~Definitive ~~decision to resign was to return to the roots of his original interest in coffee, coffee farming~~Agreement. ~~Mr. Marley’s resignation was not in connection with a disagreement with the Company. The Company thanks Mr. Marley for his service.~~

The disclosures in Item 91.01 above ~~Financial~~regarding ~~Statements~~the ~~and~~termination ~~Exhibits~~of the Short-Term License are incorporated by reference in this Item 1.02.

Exhibit No.	Description
10.1*	Short Term License Agreement effective June 27, 2016, by and between Jammin Java Corp. and Hope Road Merchandising, LLC
10.2*	Secured Promissory Note ($247,324) by Jammin Java Corp. in favor of Fifty-Six Hope Road Music Limited (June 27, 2016)
10.3*	Security Agreement by Jammin Java Corp. in favor of Fifty-Six Hope Road Music Limited (June 27, 2016)
99.1**	Press Release dated July 7, 2016

Item 8.01

*Other ~~Filed herewith~~Events.

**r2 ~~Furnished~~advisors ~~herewith.~~llc Agreement

~~SIGNATURES~~As referenced above in Item 1.01, on July 28, 2016, the Company entered into an agreement with r2 advisors llc to provide interim management services for a term of two weeks. R2 provided us the services of Thomas M. Kim whose biographical information is provided below. The agreement provides for a project fee of $20,000 in consideration for R2 providing us an assessment of our business, a copy of which is attached hereto as Exhibit 99.1. The agreement also includes standard and customary indemnification and confidentiality obligations of the parties.

~~Pursuant~~Since to1988, ~~the~~Mr. ~~requirements~~Kim ofhas worked in the ~~Securities~~turnaround ~~Exchange~~or ~~Act~~insolvency ofindustry. ~~1934~~He has been involved with troubled companies as a bankruptcy lawyer, ~~the~~business analyst ~~registrant~~and ~~has~~as ~~duly~~a ~~caused~~turnaround ~~this~~practitioner. ~~report~~Prior to befounding ~~signed~~r² advisors onllc, ~~its~~Mr. ~~behalf~~Kim bywas ~~the~~an ~~undersigned~~originator and asset manager ~~hereunto~~with ~~duly~~Republic ~~authorized~~Financial Corporation, a private investment company based in Denver, Colorado, where he recovered troubled loans and performed valuations of distressed companies from an investor’s perspective. Prior to Republic, Mr. Kim was an attorney with LeBoeuf, Lamb, Greene & MacRae, LLP, where he practiced bankruptcy and corporate law.

	Jammin Java Corp.
Date: July 7, 2016	By:	/s/ Anh Tran
		Anh Tran
		President

Mr. Kim holds a Bachelor of Science degree in economics from the University of Utah and a J.D. and MBA from the School of Law and the School of Business Administration at Santa Clara University. Mr. Kim served as global President, Chairman, Immediate Past Chairman, VP of Finance and VP of Membership for the Turnaround Management Association. He has also served as a member of TMA’s Executive Committee and Chair of TMA’s Chapter Resource and Response Council.

~~EXHIBIT~~Item ~~INDEX~~9.01

Exhibit No.	Description
10.1*	Short Term License Agreement effective June 27, 2016, by and between Jammin Java Corp. and Hope Road Merchandising, LLC
10.2*	Secured Promissory Note ($247,324) by Jammin Java Corp. in favor of Fifty-Six Hope Road Music Limited (June 27, 2016)
10.3*	Security Agreement by Jammin Java Corp. in favor of Fifty-Six Hope Road Music Limited (June 27, 2016)
99.1**	Press Release dated July 7, 2016

Financial Statements and Exhibits.

* Filed herewith.

Exhibit No.	Description

99.1*	August 1, 2016 Preliminary Assessment/Executive Summary re: Status of Jammin Java Corp. by r² advisors llc

**Filed ~~Furnished herewith~~Herewith.

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 hereunto duly authorized.

	Jammin Java Corp.

Date: August 5, 2016	By:	/s/ Anh Tran
		Anh Tran
		President

EXHIBIT INDEX

Exhibit No.	Description

99.1*	August 1, 2016 Preliminary Assessment/Executive Summary re: Status of Jammin Java Corp. by r² advisors llc

*Filed Herewith.

Filing Compare · JAMMIN JAVA CORP.