UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December ~~July 21~~30, 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 4.01 Changes in Registrant’s Certifying Accountant.

~~Entry~~On February ~~into~~8, a2017, ~~Material~~Jammin ~~Definitive~~Java Corp. (the “Company”, “we” and “us”) dismissed ~~Agreement~~Squar Milner LLP (“Squar”) and engaged M&K CPAS, PLLC (“M&K”) as our independent registered public accounting firm through and with the approval and recommendation of our Board of Directors (consisting solely of Mr. Anh Tran).

56Other than ~~Hope~~the ~~Road/HRM~~inclusion ~~Purported~~of ~~License~~an ~~Termination~~explanatory paragraph in their audit report covering the years ended January 31, 2016 and 2015 which indicated substantial doubt regarding the ability of the Company to continue to operate as a going concern, Squar’s reports on the Company’s financial statements of the Company for the years ended January 31, 2016 and ~~Lawsuit~~2015, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

OnDuring the ~~July~~Company’s ~~21,~~two ~~2016~~most recent fiscal years and the subsequent interim period preceding Squar’s dismissal, ~~Hope~~there ~~Road~~were: ~~Merchandising~~ (i) no “~~HRM~~disagreements” (within the meaning of Item 304(a) ~~and~~of ~~Fifty~~Regulation S-~~Six~~K) ~~Hope~~with ~~Road~~Squar ~~Music~~on ~~Limited~~any ~~(“56~~matter of ~~Hope~~accounting ~~Road”)~~principles ~~provided~~or ~~Jammin~~practices, financial statement disclosure or auditing scope or procedure, which disagreements, if ~~Java~~not ~~Corp.~~resolved (to the ~~“Company”~~satisfaction of Squar, ~~“we”~~would ~~and~~have ~~“us”)~~caused ~~notice~~it ofto make reference to the ~~termination~~subject matter of the ~~short~~disagreements ~~term~~in their ~~license~~reports ~~agreement~~on ~~that~~the ~~had~~consolidated ~~been~~financial ~~entered~~statements ~~into~~of ~~between~~the usCompany; and ~~HRM~~(ii) onno ~~June~~“reportable ~~27,~~events” ~~2016~~(as such term is defined in Item 304(~~the~~a)(1)(v) ~~“Short-Term~~of ~~License”~~Regulation S-K), as ~~described~~except for material weaknesses in ~~greater~~the ~~detail~~Company’s internal control over financial reporting as described in the ~~Current~~Company’s Annual Report on Form 810-K ~~filed~~for bythe usyears ~~with~~ended ~~the~~January ~~Securities~~31, 2016 and ~~Exchange Commission on July 7~~2015, ~~2016,~~which ~~and~~have ~~demanded~~not ~~that~~been ~~all~~corrected ~~use~~as of the ~~Trademarks~~date ~~(defined~~of ~~below)~~this ~~cease immediately~~filing.

The Company ~~Short-Term~~has ~~License~~ provided us Squar with a ~~worldwide,~~copy ~~exclusive,~~of ~~non~~this Form 8-~~transferable~~K ~~license~~prior to ~~utilize~~its filing with the ~~“Marley~~U.S. ~~Coffee”~~Securities ~~trademarks~~and ~~(the~~Exchange Commission (“~~Trademarks~~SEC”) ~~from June~~ ~~27,~~and ~~2016~~requested ~~until~~Squar ~~December~~to ~~27,~~furnish ~~2016~~to (athe ~~term~~Company ofa ~~six~~letter ~~months),~~addressed ~~provided~~to ~~that~~ the ~~Short-Term~~SEC ~~License~~stating ~~could~~that ~~have~~it ~~been extended in~~agrees with the ~~sole~~statements ~~discretion~~made ofabove. ~~HRM~~A ~~(at~~copy ~~our~~of ~~request)~~Squar’s ~~for~~letter andated April ~~additional~~4, ~~six~~2017 is ~~month~~attached ~~term~~as Exhibit 16.1 to ~~after~~this ~~expiration~~Form ~~thereof~~8-K.

~~Previously, on June 27, 2016,~~The ~~and~~change ~~effective~~in ~~June~~accounting ~~24,~~firms ~~2016,~~did 56not ~~Hope~~result ~~Road~~from ~~provided~~any ~~the~~dissatisfaction ~~Company notice~~ of the ~~termination~~Board of aDirectors ~~prior~~or ~~fifteen~~the ~~(15)~~Company ~~year license agreement entered into~~ with ~~56 Hope Road on September 13, 2012 (~~the ~~“Long-Term~~quality ~~License”),~~or delivery ~~which~~of ~~was~~professional ~~replaced~~services rendered by ~~the Short-Term License~~Squar.

56During the ~~Hope~~Company’s ~~Road~~two ~~terminated~~most ~~the Long-Term~~recent ~~License,~~fiscal years and ~~most~~the ~~recently~~subsequent ~~HRM~~interim ~~terminated~~period ~~the~~preceding ~~Short-Term~~M&K’s ~~License~~engagement, ~~due~~neither the toCompany ~~our~~nor ~~alleged~~anyone ~~breach~~on ofits ~~certain~~behalf ofconsulted M&K regarding either: (i) the ~~terms~~application of ~~the~~ ~~Long-Term~~accounting ~~License~~principles ~~and~~to ~~Short-Term~~a ~~License~~specified transaction, ~~including,~~either ~~but~~completed ~~not~~or ~~limited to~~proposed, ~~our~~or ~~failure~~the totype ~~deliver~~of ~~quarterly~~audit ~~statements~~opinion ~~and~~that ~~annual audited~~might ~~financial~~be ~~statements~~rendered inon athe ~~timely~~Company’s ~~manner~~financial statements, and ~~issues~~no ~~raised~~written ~~regarding~~report ~~security~~or ~~interests~~oral ~~alleged~~advice was provided to ~~have~~the ~~been~~Company ~~granted~~that byM&K concluded was an important factor considered usby the Company in ~~connection~~reaching ~~with~~a decision as to the ~~licenses~~accounting, toauditing ~~various~~or ~~third~~financial ~~parties~~reporting inissue; ~~alleged~~or ~~violation~~(ii) any matter that was the subject of a “disagreement” or “reportable event” (within the ~~licenses~~meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).

WeIn approving ~~believe~~the ~~that~~selection ~~the~~of ~~termination notice~~M&K ~~received~~as onthe ~~July~~Company’s ~~21,~~independent ~~2016~~registered aspublic ~~well~~accounting asfirm, the ~~termination~~Board of ~~the~~Directors considered ~~Long-Term~~all ~~License~~relevant factors, ~~was~~including ~~without~~that ~~merit~~no ~~and~~non-audit ~~that~~services 56were ~~Hope~~previously ~~Road~~provided ~~has no~~by ~~reasonable~~M&K ~~basis~~to ~~for~~the ~~such terminations~~Company.

~~After we received the July~~Item ~~21, 2016, notice of termination, both sides worked to resolve the termination and to negotiate a forbearance of the alleged defaults~~5. ~~One~~02 ofDeparture ~~the conditions~~ of ~~the~~Directors ~~forbearance~~or ~~set~~Certain byOfficers; ~~HRM~~Election ~~was for the Company to engage a restructuring consultant to provide a picture~~ of ~~the~~Directors; ~~Company~~Appointment and a potential turnaround plan. After discussion between the parties, both we and HRM agreed that we would engage r2 advisors llc (“R2”), a company with whom neither we nor HRM had any prior relationship. R2 provided the preliminary assessment of ~~the~~Certain ~~Company~~Officers; ~~attached~~Compensatory ~~as Exhibit 99.1 hereto. However, after the preliminary assessment was~~Arrangements ~~prepared, HRM’s representatives determined that the assessment was biased towards the Company and unfairly promoted the Company’s point~~ of ~~view.~~Certain ~~We vigorously disagree with this assessment~~Officers.

~~Notwithstanding our~~On ~~attempt~~December ~~to work in good faith through the issues raised with HRM in the termination notice~~30, ~~and without prior notice, on August 1,~~ 2016, 56Brent ~~Hope~~Toevs ~~Road~~resigned ~~and~~as ~~HRM filed a complaint against us in~~ the ~~Superior~~Chief ~~Court~~Executive ofOfficer ~~the~~and ~~State~~as ~~of California, County of Los Angeles, Central Division (Case No. BC628981)(~~a ~~copy~~member of the ~~complaint~~Board ~~can be found on our website here: https://marleycoffee.com/content/uploads/2016/08/56-Jammin-Java-Complaint-1.pdf). The complaint (a) seeks a declaratory judgment relating to the termination~~ of ~~the~~Directors ~~licenses, (b) seeks damages for our alleged (i) breaches~~ of the ~~Long-Term License~~ ~~and~~Company. ~~Short-Term~~Mr. ~~License, (ii) tortious interference with 56 Hope Road~~Toev’s ~~and~~resignation ~~HRM’s~~was ~~economic~~not ~~relationships~~as ~~with licenses~~a ~~and~~result ~~prospective licensees, and (iii) trademark infringement; (c) requests an accounting~~ of ~~our~~any ~~books~~dispute ~~and~~or ~~records; and~~disagreement ~~(d) requests punitive and exemplary damages in connection~~ with ~~allegations~~the ~~of fraud and misrepresentation~~Company.

WeOn February ~~vehemently~~17, ~~deny~~2017, the ~~allegations made~~Board byof 56Directors ~~Hope~~appointed ~~Road~~Christopher ~~and~~Plant ~~HRM,~~ and ~~plan~~Scott Johnson to ~~vigorously~~the ~~defend~~Board ~~ourselves~~of ~~against~~Directors, effective as of the ~~claims~~same ~~made~~date. inMr. ~~the~~Plant’s ~~complaint~~and Mr. Johnson’s biographical information are provided below.

~~On August 4, 2016, we~~Christopher ~~filed (a) a notice of removal with the court~~Plant, ~~requesting~~age the case be removed from state court to the United States District Court for the Central District of California; (b) a request for 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).51

ToSince November ~~date~~1995, noMr. ~~rulings~~Plant ~~have~~has been a realtor with RE/MAX Professionals in Littleton, Colorado. From 1991 to 1995, Mr. Plant was ~~made~~a byrealtor ~~the~~with ~~court~~various onother ~~our~~real ~~notice~~estate sales companies. Mr. Plant received a Bachelor of ~~removal~~Business orAdministration ~~request~~from ~~for~~the ~~temporary~~University of ~~restraining~~Colorado ~~order~~in Denver, Colorado and ~~the~~his ~~lawsuit~~real isestate license from Jones Real Estate College in Denver, Colorado. Mr. Plant is a member of the ~~very~~Colorado ~~early~~Association ~~stages~~of Realtors and the National Association of Realtors. Mr. Plant has been a licensed Real Estate Broker in the state of ~~litigation~~Colorado since 1996.

~~In the event that our request~~Scott ~~for a temporary restraining order is denied by the court~~Johnson, ~~HRM~~age 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 material adverse effect on our ability to generate revenue, our results of operations and assets, could force us to abandon or attempt to change our business operations, which are currently solely focused on monetizing the Trademarks, and may force us to seek bankruptcy protection, all of which 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.47

IfMr. Johnson ahas ~~temporary~~served ~~restraining order~~as the Operations Manager of Specialty Cleaning Services, which is ~~granted~~involved in construction cleaning, wesince January ~~hope~~2016. ~~that~~From ~~HRM~~October ~~and~~2014 ~~its~~to ~~representatives~~December ~~can~~2015, ~~come~~Mr. ~~back~~Johnson served as Project Manager with Western Custom Builders, a construction company, where he managed roofing and construction. From January 2011 to ~~the~~September ~~table~~2014, Mr. Johnson served as Project and Sales Manager for Halo Roofing LLC, a roofing company, where he managed roofing projects. From September 2011 to ~~negotiate~~June 2012, Mr. Johnson was a ~~long~~loan ~~term~~officer ~~licensing~~with ~~deal~~First Option Lending. From June 2009 to January 2011, Mr. Johnson served as a loan consultant with Pulte ~~replace~~Mortgage, ~~the~~Inc. ~~Long-Term~~From ~~License~~June 2004 to September 2006, ~~which~~Mr. weJohnson ~~believe~~was employed by a number of lending and financing companies, providing loan financing, account representation and loan consulting services. Mr. Johnson filed a Chapter 7 bankruptcy in September 2009 which was ~~unreasonably~~subsequently ~~terminated~~discharged in January 2010.

~~Item~~* * ~~1.02~~* * *

~~Termination~~As the Company currently has no committees of athe ~~Material~~Board ~~Definitive~~of Directors, neither Mr. Plant nor Mr. Johnson has been appointed to any ~~Agreement~~committees.

~~The~~It is ~~disclosures~~currently incontemplated ~~Item~~that 1Mr.~~01 above~~ ~~regarding~~Plant and Mr. Johnson will receive stock compensation for their services on the ~~termination~~Board of ~~the~~Directors, provided ~~Short-Term~~that ~~License~~no ~~are~~specific ~~incorporated~~compensation has been approved by ~~reference~~the inBoard ~~this~~of ~~Item~~Directors 1as of the filing of this report.~~02.~~

Neither Mr. Plant nor Mr. Johnson are party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Plant or Mr. Johnson and any other person pursuant to which they were selected to serve as directors of the Company, nor are they a participant in any related party transaction required to be reported pursuant to Item 8404(a) of Regulation S-K.01 There are no family relationships between Mr. Plant or Mr. Johnson and any director, executive officer or person nominated or chosen by the Company to become as director or executive officer.

Item 8.01 Other Events.

r2As previously ~~advisors~~disclosed ~~llc~~in ~~Agreement~~our filings with the Securities and Exchange Commission, on August 1, 2016, Fifty-Six Hope Road Music Limited (“56 Hope Road”) and Hope Road Merchandising, LLC (“HRM”) filed a complaint against us in the Superior Court of the State of California, County of Los Angeles, Central Division (Case No. BC628981). The complaint (a) sought a declaratory judgment relating to the termination by 56 Hope Road and HRM of the licenses which owned to use certain “Marley Coffee” trademarks, (b) sought damages for our alleged (i) breaches of the licenses, (ii) tortious interference with 56 Hope Road’s and HRM’s economic relationships with licenses and prospective licensees, and (iii) trademark infringement; (c) requested an accounting of our books and records; and (d) requested punitive and exemplary damages in connection with allegations of fraud and misrepresentation.

AsOn ~~referenced~~August ~~above~~4, ~~in Item 1.01~~2016, onwe ~~July~~filed ~~28,~~(a) ~~2016~~a notice of removal with the court, requesting the ~~Company~~case ~~entered~~be ~~into~~removed anfrom ~~agreement~~state ~~with~~court r2to ~~advisors~~the ~~llc~~United toStates ~~provide~~District ~~interim~~Court ~~management~~for ~~services~~the Central District of California; (b) a request for a ~~term~~temporary ofrestraining ~~two~~order ~~weeks.~~requesting R2the ~~provided~~court usto reinstate the ~~services~~short-term oflicense ~~Thomas~~until M.a ~~Kim~~final ~~whose~~decision ~~biographical~~on the ~~information~~pending lawsuit is ~~provided~~determined; ~~below.~~and ~~The~~(c) ~~agreement~~an answer to the complaint denying the allegations of 56 Hope Road and HRM, including ~~provides~~certain affirmative defenses, and pleading counterclaims against (i) 56 Hope Road for abreach ~~project~~of ~~fee~~contract and breach of ~~$20~~implied covenants of good faith and fair dealing,~~000~~ in(ii) ~~consideration~~56 Hope Road and HRM for R2intentional ~~providing~~and usnegligent aninterference with ~~assessment~~prospective economic advantage and intentional and negligent misrepresentation, and (iii) breach of fiduciary duty against Rohan Marley, our ~~business~~former Chairman, aand ~~copy~~seeking that the court enter judgment in favor of ~~which~~us ison ~~attached~~all claims alleged by 56 Hope Road ~~hereto~~and asHRM ~~Exhibit~~and ~~99.1.~~further ~~The~~seeking ~~agreement~~economic ~~also~~damages, ~~includes~~punitive ~~standard~~and exemplary damages, pre-and-post ~~customary~~judgment ~~indemnification~~interest and ~~confidentiality~~court ~~obligations~~costs from of56 ~~the~~Hope ~~parties~~Road, HRM and Mr. Marley.

~~Since~~The case ~~1988,~~was ~~Mr.~~then ~~Kim has~~removed ~~worked~~to in the ~~turnaround~~United orStates ~~insolvency~~District ~~industry.~~Court Heof ~~has~~California ~~been~~Western ~~involved~~Division ~~with~~(Case ~~troubled~~No. ~~companies~~2:16-cv-05810-SVW-MRW). ~~as a bankruptcy lawyer, business~~56 ~~analyst~~Hope Road and asHRM asubsequently ~~turnaround~~amended ~~practitioner.~~their ~~Prior~~Complaint to ~~founding~~seek ~~r² advisors~~damages ~~llc,~~for ~~Mr.~~alleged ~~Kim~~breach ~~was~~of ancontract ~~originator~~in ~~and~~connection ~~asset~~with ~~manager~~the licenses, declaratory relief in connection with ~~Republic~~the ~~Financial~~licenses ~~Corporation~~(i.e., athat ~~private~~such ~~investment~~agreements ~~company~~had ~~based~~been ineffectively ~~Denver~~terminated by us), ~~Colorado~~interference with prospective economic advantage, ~~where~~trademark heinfringement, ~~recovered~~accountings, ~~troubled~~fraud, ~~loans~~ and ~~performed~~indemnity. ~~valuations~~We ofdenied ~~distressed~~the ~~companies~~allegations, ~~from~~asserted certain anseveral ~~investor’s~~affirmative ~~perspective.~~defenses ~~Prior~~and tofiled ~~Republic~~counterclaims against Rohan Marley, ~~Mr.~~our ~~Kim~~former ~~was~~director, anfor ~~attorney~~breach of fiduciary ~~with~~duty ~~LeBoeuf,~~and ~~Lamb~~civil conspiracy, ~~Greene~~which &claims ~~MacRae,~~56 ~~LLP~~Hope Road, ~~where~~HRM heand ~~practiced~~Mr. ~~bankruptcy~~Marley ~~and~~moved ~~corporate~~to ~~law~~be dismissed.

~~Mr. Kim holds~~Subsequently, aon ~~Bachelor~~February of17, ~~Science~~2017, ~~degree~~we infiled ~~economics~~a ~~from~~motion, which has been approved by the ~~University~~court, to dismiss all of ~~Utah~~our claims against 56 Hope Road, HRM and aRohan JMarley.D. ~~and~~The ~~MBA~~decision ~~from~~was made after we lost a motion for summary judgement against 56 Hope Road, which represented the ~~School~~most ofsubstantial ~~Law~~legal claims for intellectual property and damages. Though we vigorously disagree with the ~~School~~court’s ofdecision ~~Business~~on ~~Administration~~granting atthe ~~Santa~~motion ~~Clara~~for ~~University.~~summary ~~Mr.~~judgement, ~~Kim~~given ~~served~~our asresources ~~global~~at ~~President,~~this ~~Chairman~~point in time, ~~Immediate~~we ~~Past~~believe ~~Chairman,~~that VPit is not in ofour ~~Finance~~best ~~and~~business VPinterests ofto ~~Membership~~continue ~~for~~contesting the ~~Turnaround~~remaining ~~Management~~claims ~~Association~~in the lawsuit. HeIn ~~has~~our ~~also~~best ~~served~~estimation, asthe remaining claims were not enough to provide a ~~member~~return for the amount of ~~TMA’s~~resources ~~Executive~~required to prosecute the claims to judgment. We believe ~~Committee~~our ~~and~~limited ~~Chair~~resources ofare ~~TMA’s~~better ~~Chapter~~spent ~~Resource~~to grow our business lines and ~~Response~~not ~~Council~~in pursuing the litigation.

~~Item~~On February 922, 2017, the court granted the plaintiff’s summary judgment against us in connection with the plaintiff’s termination of the short-term license for the Marley Coffee trademarks and that such termination was valid July 21, 2016, and requires us to pay $371,324 in unpaid royalties.01

~~Financial~~Notwithstanding the ~~Statements~~above, ~~and~~there ~~Exhibits~~are still some pending motions open relating to the case, of which we cannot predict the outcome. We are currently in negotiations with 56 Hope Road regarding a settlement structure that will allow us to move forward, though no assurances can be made on whether or not settlement terms can be reached, or if reached, whether they will be favorable to us.

Exhibit No.	Description
99.1*	August 1, 2016 Preliminary Assessment/Executive Summary re: Status of Jammin Java Corp. by r2 advisors llc

Item 9.01 Financial Statements and Exhibits.

*Filed Herewith.

Exhibit No.		Description

	16.1	Letter dated April 4, 2017 From Squar Milner LLP

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
Date: April 7, 2017	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

EXHIBIT INDEX

*Filed Herewith.

Exhibit No.		Description

	16.1	Letter dated April 4, 2017 From Squar Milner LLP

Filing Compare · JAMMIN JAVA CORP.