JAMMIN JAVA CORP. (OTCMKTS:JAMN) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrants Certifying Accountant.
On February 8, 2017, Jammin Java Corp. (the Company,
we and us) dismissed Squar Milner LLP
(Squar) and engaged MK CPAS, PLLC (MK) 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).
Other than the inclusion of an 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, Squars reports
on the Companys financial statements of the Company for the years
ended January 31, 2016 and 2015, contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Companys two most recent fiscal years and the
subsequent interim period preceding Squars dismissal, there were:
(i) no disagreements (within the meaning of Item304(a) of
Regulation S-K) with Squar on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Squar, would have caused it to make reference to
the subject matter of the disagreements in their reports on the
consolidated financial statements of the Company; and (ii) no
reportable events (as such term is defined in
Item304(a)(1)(v) of Regulation S-K), except for material
weaknesses in the Companys internal control over financial
reporting as described in the Companys Annual Report on Form 10-K
for the years ended January 31, 2016 and 2015, which have not
been corrected as of the date of this filing.
The Company has provided Squar with a copy of this Form 8-K prior
to its filing with the U.S. Securities and Exchange Commission
(SEC) and requested Squar to furnish to the Company a
letter addressed to the SEC stating that it agrees with the
statements made above. A copy of Squars letter datedApril 4,
2017is attached asExhibit 16.1to this Form 8-K.
The change in accounting firms did not result from any
dissatisfaction of the Board of Directors or the Company with the
quality or delivery of professional services rendered by Squar.
During the Companys two most recent fiscal years and the
subsequent interim period preceding MKs engagement, neither the
Company nor anyone on its behalf consulted MK regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Companys financial
statements, and no written report or oral advice was provided to
the Company that MK concluded was an important factor considered
by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that
was the subject of a disagreement or reportable
event (within the meaning of Item304(a) of Regulation S-K and
Item304(a)(1)(v) of Regulation S-K, respectively).
In approving the selection of MK as the Companys independent
registered public accounting firm, the Board of Directors
considered all relevant factors, including that no non-audit
services were previously provided by MK to the Company.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 30, 2016, Brent Toevs resigned as the Chief Executive
Officer and as a member of the Board of Directors of the Company.
Mr. Toevs resignation was not as a result of any dispute or
disagreement with the Company.
On February 17, 2017, the Board of Directors appointed
Christopher Plant and Scott Johnson to the Board of Directors,
effective as of the same date. Mr. Plants and Mr. Johnsons
biographical information are provided below.
Christopher Plant, age 51
Since November 1995, Mr. Plant has been a realtor with RE/MAX
Professionals in Littleton, Colorado. From 1991 to 1995, Mr.
Plant was a realtor with various other real estate sales
companies. Mr. Plant received a Bachelor of Business
Administration from the University of Colorado in Denver,
Colorado and his real estate license from Jones Real Estate
College in Denver, Colorado. Mr. Plant is a member of the
Colorado Association of Realtors and the National Association of
Realtors. Mr. Plant has been a licensed Real Estate Broker in the
state of Colorado since 1996.
Scott Johnson, age 47
Mr. Johnson has served as the Operations Manager of Specialty
Cleaning Services, which is involved in construction cleaning,
since January 2016. From October 2014 to December 2015, Mr.
Johnson served as Project Manager with Western Custom Builders, a
construction company, where he managed roofing and construction.
From January 2011 to September 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 June 2012, Mr. Johnson was a loan officer with First Option
Lending. From June 2009 to January 2011, Mr. Johnson served as a
loan consultant with Pulte Mortgage, Inc. From June 2004 to
September 2006, Mr. Johnson 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 subsequently
discharged in January 2010.
* * * * *
As the Company currently has no committees of the Board of
Directors, neither Mr. Plant nor Mr. Johnson has been appointed
to any committees.
It is currently contemplated that Mr. Plant and Mr. Johnson will
receive stock compensation for their services on the Board of
Directors, provided that no specific compensation has been
approved by the Board of Directors as of the filing of this
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 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 to Item
404(a) of Regulation S-K. 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.
As previously disclosed in 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
Roads and HRMs 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.
On August 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 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.
The case was then removed to the United States District Court of
California Western Division (Case No. 2:16-cv-05810-SVW-MRW). 56
Hope Road and HRM subsequently amended their Complaint to seek
damages for alleged breach of contract in connection with the
licenses, declaratory relief in connection with the licenses
(i.e., that such agreements had been effectively terminated by
us), interference with prospective economic advantage, trademark
infringement, accountings, fraud, and indemnity. We denied the
allegations, asserted certain several affirmative defenses and
filed counterclaims against Rohan Marley, our former director,
for breach of fiduciary duty and civil conspiracy, which claims
56 Hope Road, HRM and Mr. Marley moved to be dismissed.
Subsequently, on February 17, 2017, we filed a motion, which has
been approved by the court, to dismiss all of our claims against
56 Hope Road, HRM and Rohan Marley. The decision was made after
we lost a motion for summary judgement against 56 Hope Road,
which represented the most substantial legal claims for
intellectual property and damages. Though we vigorously disagree
with the courts decision on granting the motion for summary
judgement, given our resources at this point in time, we believe
that it is not in our best business interests to continue
contesting the remaining claims in the lawsuit. In our best
estimation, the remaining claims were not enough to provide a
return for the amount of resources required to prosecute the
claims to judgment. We believe our limited resources are better
spent to grow our business lines and not in pursuing the
On February 22, 2017, the court granted the plaintiffs summary
judgment against us in connection with the plaintiffs 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.
Notwithstanding the above, there 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.
Item 9.01Financial Statements and Exhibits.
|16.1||Letter dated April 4, 2017 From Squar Milner LLP|
About JAMMIN JAVA CORP. (OTCMKTS:JAMN)
Jammin Java Corp. provides 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 range of other business channels. The Company provides roasted gourmet coffee through a range of the United States and international distribution channels. The Company offers a line of coffee in whole bean and ground form with varying sizes, including approximately 2.5 ounce (oz), over eight oz, approximately 10 oz and over two 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 offers online retail platform at https://shop.marleycoffee.com/. It offers the Marley Coffee recyclable RealCup, which are compatible cartridges for use in various models of Keurig’s K-Cup brewing system. The Company offers its products under the Marley Coffee brand. JAMMIN JAVA CORP. (OTCMKTS:JAMN) Recent Trading Information
JAMMIN JAVA CORP. (OTCMKTS:JAMN) closed its last trading session 00.00000 at 0.00450 with 1,496,089 shares trading hands.