DISCLAIMER:

The author of this posting and related persons or entities ("Author") currently hold a short position in this security. The Author makes no representation that it will continue to hold positions in the securities of JAMN.  In fact the Author is likely to buy or sell long or short securities of this issuer and makes no representation or undertaking that Author will inform Value Investors Club, the reader or anyone else prior to or after making such transactions.  Additionally, because the Author has these current positions the reader may assume that the Author is biased in favor of his investment view and may also be mistaken.  While the Author has tried to present facts it believes are accurate, the Author makes no representation as to the accuracy or completeness of any information contained in this note.  The reader agrees not to invest based on this note and to perform his or her own due diligence and research before taking a position in securities of this issuer.  READER AGREES TO HOLD AUTHOR HARMLESS AND HEREBY WAIVES ANY CAUSES OF ACTION AGAINST AUTHOR RELATED TO THE ABOVE NOTE.

As Bob Marley once sang "One Cup of Coffee, Then I'll go"

A QUESTION....

What has a $200 million market cap, negative working capital, little or no cash, appears to operate out of an office "suite" and has a major shareholder who purchased 18% of the outstanding shares for $3,000 in December 2010?

I forgot the part about it being incorporated in Nevada , an auditor who has run into a problem or two and a transfer agent with some unsuccessful past clients.

If you guessed Jammin Java (Ticker: JAMN) you are correct. 

Background

Jammin Java appears to have traded up as a result of an inclusion of its coffee for sale on Cooking.com and Amazon (via Cooking.com), the addition of a director of sales and hiring of a distributor - National Coffee Service and Vending.    The association with Marley Coffee Company is also driving the stock up.  Marley Coffee is comprised of Rohan Marley and the Marley family, Lennox Lewis, the Sharp family (Jason and Richard), and Shane Whittle.

The Amazon link is here

http://www.amazon.com/Jammin-Java-Coffee-Choco-nut-2-2-Pound/dp/B004JH2GF2

One can read about the new director of sales, Paola Dooly, here.  It appears that she lives in Portland, Oregon according to LinkedIn and Twitter.

http://www.google.com/search?client=safari&rls=en&q=Paola+Dooly&ie=UTF-8&oe=UTF-8

https://twitter.com/#!/arocketlauncher

National Coffee Service & Vending

They do not appear to be "big time" to me

http://www.ncsv.net/pdf/profile10_2010.pdf

http://www.ncsv.net

Read more: http://www.jamaicaobserver.com/business/Marley-Coffee-set-to-stir-it-up_8607863#ixzz1LVQVTqPF

JAMN seems to be a popular Twitter stock (ala LEXG)

https://twitter.com/#!/search/%24jamn

Jammin Java Offices

JAMN's offices are currently at 8200 Wilshire Blvd., Suite 200 Beverly Hills, CA 90211 according to their last 10q.

There sure seem to be a lot of other companies with that address.

http://www.google.com/search?client=safari&rls=en&q=8200+Wilshire+Blvd.,+Suite+200+Beverly+Hills,+CA+90211&ie=UTF-8&oe=UTF-8#q=%228200+Wilshire+Blvd%22+%2B%22Suite+200%22+%22Beverly+Hills%2C+CA+90211%22&hl=en&client=safari&rls=en&biw=1920&bih=973&prmd=ivnsm&ei=MvTCTe2QBoaRgQek87CFAg&start=0&sa=N&bav=on.2,or.r_gc.r_pw.&fp=38664e7e8c090ddc

http://www.abetteroffice.com/office-rental-beverly-hills-ca-wilshire-blvd/

It appears to be a Regus or similar arrangement of offices or a mail drop.

Rohan Marley

Rohan Marley is the principal behind JAMN.  He is an ex University of Miami and professional  football player.  He appears to have little prior experience in the coffee business.

http://en.wikipedia.org/wiki/Rohan_Marley

Ownership

Rohan Marley bought his stock for $3000.  It's worth $42 million today after just 5 months.

 From their October 31, 2010 10-Q:

In December 2010, Anh Tran, the Company's President and Director, purchased 1,000,000 shares of the Company's common stock from David O'Neill, a then greater than 10% shareholder of the Company and the former President and Director of the Company, in consideration for $12,500 or $0.0215 per share.

In December 2010, Rohan Marley, the Company's Director, purchased 12,897,500 shares of the Company's common stock from Mr. O'Neill, in consideration for $3,000 or $0.0002 per share, which shares represent 18.7% of the Company's outstanding shares of common stock post Cancellation (as described below).

In December 2010, Mr. O'Neill, Shane Whittle, the Company's former President and Director, and a third party cancelled an aggregate of 30,922,944 shares of common stock which they held (the "Cancellation").

10-K Filing Delayed

They have filed notifying investors that their 10K is delayed.

The registrant has experienced delays in completing its financial statements for the year ended January 31, 2011, as its auditor has not had sufficient time to audit the financial statements for the year ended January 31, 2011. As a result, the registrant is delayed in filing its Form 10-K for the year ended January 31, 2011.

Given their auditors' past travails, it doesn't surprise me.

Transfer Agent and Auditor

On their website, JAMN identifies their auditor and transfer agent as:

LBB & Associates Ltd., LLP
10260 Westheimer Road, Suite 310
Houston, Texas 77042
Phone: (713) 800-4343
Toll Free: 1(800) 859-9945
Fax: (713) 456-2408

Empire Stock Transfer Inc.
1859 Whitney Mesa Dr.
Henderson, NV 89014
702.818.5898 p
702.974.1444 f

Empire has had several unsuccessful prior clients.  LBB has had their own "issues" according to Streetsweeper.   It seems the BGBR band may be back together again.  Below is the link to the Street Sweeper account and what they said:

http://thestreetsweeper.org/undersurveillance.html?i=579

To start, BGBR has identified Empire Stock Transfer as its official transfer agent. That name has already caught the attention of some BGBR skeptics, who've linked Empire to several troubling controversies in the past.

Empire also served as the transfer agent for Turan Petroleum (OTC: TURP.PK), for example, which sued its former leaders for allegedly scheming to defraud the company by obtaining millions of free shares of its stock. Last year, Turan voted to add Empire as a defendant in that complaint after concluding that the firm "may have participated in, or facilitated through omission or commission" the suspected fraud.

In addition, BGBR lists LBB (formerly Lopez, Blevins, Bork) as its official auditor. Following a 2007 inspection of LBB's paperwork, the Public Company Accounting Oversight Board reported audit deficiencies "of such significance that it appeared to the inspection team that the firm did not obtain sufficient competent evidential matter to support its opinion on the issuer's financial statements." Notably, just a few years earlier, LBB had become the auditor of choice for multiple penny-stock companies scrambling to replace troubled Malone & Bailey as their accounting firm

Future Financing

 They agreed to sell stock in December at $0.40

Their October 31, 2010 10Q said to expect future stock sales and they were right!  Here is the excerpt from the 10-Q:

Our principal capital resources have been through issuance of common stock and shareholder loans.  At October 31, 2010, we had no cash on hand. We will require additional financing before we can generate revenues.

We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.  We have no agreements in place to do this at this time.

On December 22, 2010, Jammin Java Corp. (the "Company") entered into a Share Issuance Agreement (the "Agreement") with Straight Path Capital, a United Kingdom company ("Straight Path"). Pursuant to the Agreement, the Company has the right to request Straight Path to purchase up to $2,500,000 of the Company's securities at a price per share of $0.40, until December 22, 2011, unless extended by either the Company or Straight Path for an additional twelve (12) months, and subject to the terms of the Agreement.

Risk Factor Section from October 31, 2010 10-Q

Item 1A.  Risk Factors.

Reference is made to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" in Part I, Item 2 of this report. This Item 1A should be read in conjunction with Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed with the SEC, which is incorporated herein by reference. Although we believe that the expectations reflected in any forward-looking statements we make are reasonable, we caution you that these expectations or predictions may not prove to be correct or we may not achieve the financial or operations results or other benefits anticipated in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, which could cause our actual results to vary materially from those suggested by the forward-looking statements discussed below. 

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An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this quarterly report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

We cannot make any assurance that material sales will develop.

We will not be able to continue our business operations for the next six (6) months with the current cash we have on hand.  We anticipate the need for approximately $135,000 in the next twelve (12) months to continue our business operations and begin the marketing of our products throughout the internet.  We have not made any sales of our products to date, and can make no assurances that material sales will develop in the future, if at all.  Moving forward, we hope to build awareness of our website, www.jamminjavacoffee.com and in turn create demand for our products and sales, of which there can be no assurance.

We may not be able to continue our business plan and business activities without additional financing.

We depend to a great degree on the ability to attract external financing in order to conduct future business activities. We are currently funded solely by our shareholders.  We anticipate the need for approximately $135,000 of additional funding to continue our operations for the next twelve (12) months.  We have not generated any revenues to date through sales of products through our website, and can make no assurances that any sales will develop in the future and/or that such sales will be sufficient to support our working capital needs. If we are unable to raise the additional funds required for our business activities in the future, we may be forced to abandon our current business plan.  If you invest in us and we are unable to raise the required funds, your investment could become worthless.

Our auditors have expressed substantial doubt as to whether our Company can continue as a going concern.

We are in our developmental stage. We have not generated sufficient revenues to support our operations to date and have incurred substantial losses. The Company has an accumulated deficit of $511,760 and a working capital deficit of $54,985 at October 31, 2010. In connection with our January 31, 2010 audit our auditor has raised substantial doubt about the Company's ability to continue as a going concern.

We may be forced to abandon our business plan if we do not generate revenues.

We currently have a poor financial position. We have not generated any revenues to date. There is a risk that we will not generate revenues moving forward, and that your investment in us will not appreciate. If we do not generate revenues in the future, we may be forced to abandon our business plan and your securities may become worthless.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management's ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

We lack an operating history which you can use to evaluate us, making any investment in our Company risky.

We lack an operating history which investors can use to evaluate our previous earnings, as we were incorporated in September 2004. Therefore, an investment in us is risky because we have no business history and it is hard to predict what the outcome of our business operations will be in the future.

-8-

We rely upon key personnel and if they leave us, our business plan and results of operations could be adversely affected.

We rely heavily on our Chief Executive Officer, Chief Financial Officer and Treasurer, Anh Tran for our success. His experience and input create the foundation for our business and he is responsible for the directorship and control over our exploration activities. We do not currently have an employment agreement or "key man" insurance policy on Mr. Tran. Moving forward, should we lose the services of Mr. Tran for any reason, we will incur costs associated with recruiting a replacement and delays in our operations. If we are unable to replace him with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and exploration activities. As a result of this, your investment in us could become devalued or worthless.

Shareholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144, due to our status as a "Shell Company".

Pursuant to Rule 144 of the Securities Act of 1933, as amended ("Rule 144"), a "shell company" is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we are a "shell company" pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a "shell company; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for a period of one year; and a period of at least twelve months has elapsed from the date "Form 10 information" has been filed with the Commission reflecting the Company's status as a non-"shell company."  Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a "shell company" (as described in greater detail above), any securities we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a "shell company" and have complied with the other requirements of Rule 144, as described above.  As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future.  Our status as a "shell company" could prevent us from raising additional funds, engaging consultants using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.   Furthermore, as we may not ever cease to be a "shell company," investors who purchase our restricted securities and/or non-free trading shares of our securities may be forced to hold such securities indefinitely.

Our operations, if any, will be subject to currency fluctuations.

While we currently only have limited operations and have not generated any revenues to date, we believe that our products, if any, will be sold in world markets in United States dollars. As a result, currency fluctuations may affect the cash flow we realize from our future sales, if any. Foreign exchange fluctuations may materially adversely affect our financial performance and results of operations.

Although we have been approved to quote our securities on the Over-The-Counter Bulletin Board, there is not currently a public market for our securities.  If there is a market for our securities in the future, our stock price may be volatile and illiquid.

While our securities have been approved for quotation on the Over-The-Counter Bulletin Board ("OTCBB") under the symbol "JAMN", none of our shares of common stock have traded to date, and there is currently no market for our common stock. If there is a market for our common stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:

-9-

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

If we are late in filing our quarterly or annual reports with the SEC, we may be de-listed from the Over-The-Counter Bulletin Board.

Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. As we were late in filing our Form 10-Q for the period ending April 30, 2010, if we are late in our filings two times prior to the due date of our April 30, 2012 Form 10-Q, or three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

We incur significant costs as a result of operating as a fully reporting company.

We incur significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these and other compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expenses and expend significant management efforts. We currently do not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Investors may face significant restrictions on the resale of our common stock due to federal regulations of penny stocks.

Once our common stock is listed on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

Conclusion

Jammin Java appears to be overpriced.  With little in the way of Assets (according to their latest 10-Q), current Revenue or financing it seems that the investors buying the stock have placed a valuation on the stock inconsistent with its current financials based on their view of future prospects or the Marley name.  The coffee business is a mature, commodity business which has intense competition.