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JAMMIN JAVA CORP (JAMN)

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JAMMIN JAVA : Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

06/27/2014 | 02:41pm US/Eastern
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Item 3.02 Unregistered Sales of Equity Securities.

The information set forth below under "Item 8.01 Other Events" regarding the Advisory Board Shares is incorporated herein by reference. The issuance of the Advisory Board Shares was/will be exempt from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), since the issuances did not/will not involve a public offering, the recipients took/will take the securities for investment and not resale, the Registrant took/will take appropriate measures to restrict transfer, and the recipients were (a) "accredited investors"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. None of these securities may be re-offered or resold absent either registration under the Act or the availability of an exemption from the registration requirement.



Item 8.01 Other Events.

Effective June 27, 2014, Jammin Java Corp. (the "Company", "we" or "us"), formed an Advisory Board to provide strategic guidance, independent advice and recommendations to the Board of Directors (the "Directors") on the organization, funding, plan of operations, proposed joint ventures and partnerships, governance, marketing and expansion of the Company and its products and services, and on such other matters as the Directors may from time to time request input and guidance on. The Advisory Board has no authority to bind the Company or the Directors on any matters and was formed only to provide the Directors non-binding guidance and advice as requested by the Directors from time to time.

Effective on June 27, 2014, the Directors appointed (1) Mr. Michael Higgins; and (2) Mr. Anthony Schiano, as the initial members of the Advisory Board. The Directors also agreed to compensate the Advisory Board members for agreeing to be appointed to the Advisory Board and for services to the Advisory Board through the issuance of shares of common stock of the Company totaling $30,000 per year (the "Yearly Fees"). The first Yearly Fees were payable to the Advisory Board members in connection with their appointment to the Advisory Board. As such, subject to certain confirmations and qualifications, each Advisory Board member will be issued 100,000 shares of restricted common stock of the Company (the "Advisory Board Shares"), representing the total number of shares of common stock equal to the total $30,000 in Yearly Fees divided by the five day average of the closing price of the Company's common stock on the date immediately preceding the date of the grant of such shares ($0.30 per share). The Advisory Board Shares are subject to forfeiture and vest to the members of the Advisory Board at the rate of 1/4th of such shares (25,000 shares) per quarter, on each of September 27, 2014, December 27, 2014, March 27, 2015 and June 27, 2015 (the "Vesting Dates" and "Vesting Terms"), provided that such applicable Advisory Board member remains a member of the Advisory Board through such periods. Any unvested shares held by an Advisory Board member upon their removal, resignation or death will be forfeited back to the Company.

Brief biographical information of the Advisory Board members is provided below:



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Mr. Michael Higgins

[[Image Removed]]    Mr. Higgins is the Co-Chief Executive Officer of Mother
                     Parker's Tea & Coffee Inc., one of the largest coffee and
                     tea manufacturers in North America ("Mother Parker's"). As
                     described in greater detail in the Company's Quarterly
                     Report on Form 10-Q for the period ended April 30, 2014,
                     filed with the Securities and Exchange Commission on June
                     16, 2014, effective May 20, 2014, we entered into a License
                     Agreement with Mother Parker's, pursuant to which we granted
                     Mother Parker's the exclusive right to manufacture, process,
                     package, label, distribute and sell single serve hard
                     capsules (which excludes single serve soft pods) on behalf
                     of the Company in Canada, the United States of America and
                     Mexico. A significant portion of the Company's revenue comes
                     from sales to and through Mother Parker's. Additionally, as
                     described in greater detail in the Current Report on Form
                     8-K filed with the Securities and Exchange Commission on
                     April 30, 2014, the Company entered into a Subscription
                     Agreement with Mother Parker's 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.

                     Mother Parker's combines state-of-the-art technology and new
                     product innovation with more than 100 years of quality and
                     service excellence to deliver an exceptional beverage
                     experience in mainstream and specialty coffee, tea, and
                     complementary beverages.

                     We believe that Mr. Higgins is one of the beverage
                     industry's most experienced sales and marketing executives.
                     He has worked in Mother Parker's family-owned company for
                     over 40 years, playing an instrumental role in building the
                     company's owned brands and customer relationships in both
                     foodservice and retail channels. In addition, he plays a
                     pivotal role in overseeing Mother Parker's successful
                     business partnerships with Trans Herbe, a herbal tea
                     specialist and Qusac, a coffee decaffeination company; both
                     as a Board Member and advisor.

                     Along with his brother and Co-Chief Executive Officer, Mr.
                     Higgins has led the significant development of his company's
                     brands, including Mother Parkers coffee, Higgins & Burke™
                     tea, Martinson® coffee and cocoa, and Brown Gold coffee, as
                     well as the private label tea and coffee brands of many of
                     North America's largest grocery and restaurant chains. Most
                     recently under the Higgins' leadership, Mother Parkers
                     introduced breakthrough innovation with the launch of
                     RealCup™ single-serve capsules featuring a patented
                     non-woven filter, and EcoCup™, a new recyclable capsule
                     that's compatible with all K-cup® brewers.

                     As Co-Chief Executive Officers of Mother Parkers, Michael
                     Higgins and his brother have earned the recognition of their
                     peers and industry partners through several awards including
                     the Golden Pencil from the Food Industry Association of
                     Canada, the Successors Award for Canadian Business, and a
                     Canadian Passion Capitalist recognition for having achieved
                     sustainable success by creating "Passion Capital" amongst
                     their employees. During the same period, Mother Parker's was
                     named one of Canada's 50 Best Managed Private Companies for
                     three successive years and received several prestigious
                     awards including: Outstanding Large Business of the Year
                     Award from the Mississauga Board of Trade; Best New Plant of
                     the Year Award in the United States for the new Fort Worth
                     production facility; the Mayor's Global Business Award in
                     Fort Worth, Texas; and a Family Enterprise of the Year award
                     from the Canadian Association of Family Enterprise.

                     Mr. Higgins is currently a director of the Tea Council of
                     Canada. He is also a past-president of the Tea & Coffee
                     Association of Canada, a former member of the Board of
                     Governors of St. Andrew's College, and past chairman and
                     director of St. Bernard's Hospital.




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Mr. Anthony Schiano

  [[Image Removed]]  Mr. Schiano is the Principal at Business Solutions
                     International (BSI), a consulting firm to Retailers, Equity
                     Capital Managers, and Financial Analysts. He also serves as
                     a board member for Furmano's, a food service company, and
                     Clemens Family Corporation, DBA Hatfield Quality Meats et
                     al. Mr. Schiano is an Advisory Board Member for Four Seasons
                     Produce and Board Member for Burle Industries.

                     Mr. Schiano has over 34 years of experience in the
                     supermarket industry, having served as President/CEO for
                     Giant Food Stores L.L.C. (a subsidiary of Royal Ahold
                     N.V)("Giant"), one of the leading supermarket chains in the
                     United States with over 260 locations in six states. During
                     Mr. Schiano's tenure, Giant doubled its number of stores and
                     nearly tripled its sales and operating earnings.

                     Mr. Schiano received a Lifetime Achievement Award from The
                     Central Pennsylvania Chapter of Sales and Marketing
                     Executives International (SMEI) for his record of
                     accomplishment in sales and marketing in the business
                     community.


The Company plans to announce the formation of the Advisory Board and the appointment of the Advisory Board members via a press release on June 30, 2014, and a copy of such planned press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1*       Press Release dated June 30, 2014



* Furnished herewith.

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