UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K /A

Amendment No. 1







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
|- | -------------------------------------------------------------------------------------

For the fiscal year ended March 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
|- | -----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 001-33646





TULLYS COFFEE
CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Washington                                                     |  | 91-1557436                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3100 Airport Way South,

Seattle, Washington 98134

(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (206) 233-2070





Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

Series A Convertible Preferred Stock, no par
value

(Title of each class)





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ̈    No  x

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer   ̈ |  | Non-Accelerated Filer  x |  | Smaller Reporting Company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2 of the act).    Yes   ̈    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.Not Applicable (not traded on any market)

As of March 30, 2008 the number of shares of the registrants Common Stock outstanding was 3,251,891 (giving effect to the one-for-eight reverse split on June 28, 2007) and the number of shares of the
registrants Series A Convertible Preferred Stock outstanding was 12,930,374.

Documents incorporated by reference: None.









---

EXPLANATORY NOTE

Tullys Coffee Corporation (the Company, we, us, or our) is filing this Annual Report on Form 10-K/A (the Amended Filing) solely for the purpose of
amending the disclosures in Part II, Item 9A(T), Controls and Procedures of our Annual Report on Form 10-K for the fiscal year ended March 30, 2008, filed with the Securities and Exchange Commission on September 18, 2008
(the Original Filing). Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amended Filing contains all of the disclosure required by Part II, Item 9A(T), including information previously disclosed in our Original
Filing and also includes currently dated certifications from the Companys President and Chief Financial Officer. Except as described above, this Amended Filing does not amend any other Item of our Original Filing, does not reflect events
occurring after the filing of the Original Filing, and does not modify or update in any way the disclosures contained in the Original Filing, which speak as of the date of the Original Filing. Accordingly, this Amended Filing should be read in
conjunction with the Original Filing and our other SEC filings subsequent to the filing of the Original Filing.

PART II



|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

We maintain a set of
disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act) is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms in a manner that allows timely decisions regarding required disclosures. We carried out, under the
supervision and with the participation of management, including our President and principal executive officer (President) and our Chief Financial Officer and Vice President and principal financial officer (CFO), an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 30, 2008. Based on their evaluation as of March 30, 2008, our President and
CFO concluded that the current disclosure controls and procedures are not effective due to the untimely filings and our inability to meet required filing timelines, including required amendments to such filings.

Management is committed to improving its internal controls and will continue to work to put effective controls in place to file a complete regulatory
filing requirements in a timely manner.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was
designed to provide reasonable assurance to the Companys management and board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting is defined in
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 and includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the companys assets that could have a material effect on the financial statements. All internal controls, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statements preparation and presentation.

Our management assessed the
effectiveness of the Companys internal control over financial reporting as of March 30, 2008. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control  Integrated Framework. Based on this assessment we concluded that, as of March 30, 2008, our internal control over financial reporting was effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual
report.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during our fourth quarter ended March 30, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.



---

SIGNATURE

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.



|                       |  |  |  |                            |  |                                           
|---------------------- |  |  |  | -------------------------- |  | ------------------------------------------
|                       |  |  |  | TULLYS COFFEE CORPORATION
|                       |  |  | 
|Date: January 15, 2009 |  |  |  | By:                        |  | /s/ Andrew M. Wynne                       
|                       |  |  |  |                            |  | Andrew M. Wynne                           
|                       |  |  |  |                            |  | Vice-President and Chief Financial Officer