UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




Form
10-Q




(Mark
One)




[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
quarterly period ended  October
31, 2009




[   ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the
transition period from __________ to __________




Commission
file number  000-52161




JAMMIN
      JAVA CORP.(Exact
      name of small business issuer as specified in its
  charter)Nevada(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)375
      South Fairfax Avenue Suite 321, Los Angeles, California
    90036(Address
      of principal executive offices)323-630-3456(Issuer's
      telephone number)N/A(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [X]     No [   ]







Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
            Smaller
      reporting company  X






APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY




PROCEEDINGS
DURING THE PRECEDING FIVE YEARS




Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a
court.     Yes [   ]     No 
[   ]




APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  32,570,198 common shares issued and
outstanding as of December 15, 2009.




Transitional
Small Business Disclosure Format (Check
one):     Yes [   ]     No [X]




Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). .
 Yes [ X ] No [  ].













JAMMIN
JAVA CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS








October
      31, 2009
              (Unaudited)
            
            
            January
      31,
              2009ASSETSCurrent
      assetsCash
            
            $
            1,206
            
            
            $
            8,197Prepaid
      expenses
            
            
            -
            
            
            
            5,600Total
      current assets
            
            
            1,206
            
            
            
            13,797Property
      and equipment
            
            
            82,525
            
            
            
            76,750Total
      assets
            
            $
            83,731
            
            
            $
            90,547LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
            
            $
            12,734
            
            
            $
            5,685Advances
      from related parties
            
            
            33,886
            
            
            
            11,452Total
      current liabilities
            
            
            46,620
            
            
            
            17,137Total
      liabilities
            
            
            46,620
            
            
            
            17,137Commitments
      and ContingenciesSTOCKHOLDERS'
      EQUITY:Common
      stock, $.001 par value, 1,704,287,175 shares authorized,32,570,198 shares issued and
      outstandingas of October 31 and January 31,
      2009, respectively
            
            
            32,570
            
            
            
            32,570Additional
      paid-in capital
            
            
            334,944
            
            
            
            334,944Deficit
      accumulated during the development stage
            
            
            (330,403
            )
            
            
            (294,104
            )Total
      Stockholders' Equity
            
            
            37,111
            
            
            
            73,410TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            83,731
            
            
            $
            90,547




















See
accompanying notes to financial statements.




2





JAMMIN
      JAVA CORP.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF
      OPERATIONSThree and Nine Months
      Ended October 31, 2009 and 2008And the period from September
      27, 2004 (Inception) through October 31, 2009(Unaudited)





Three
      Months
            
            
            Three
      Months
            
            
            Nine
      Months
            
            
            Nine
      Months
            
            
            InceptionEnded
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            throughOctober
      31, 2009
            
            
            October
      31, 2008
            
            
            October
      31, 2009
            
            
            October
      31, 2008
            
            
            October
      31,2009Expenses:General
      and administrative
            
            $
            3,743
            
            
            $
            17,903
            
            
            $
            35,486
            
            
            $
            73,191
            
            
            $
            325,236Farming
      cost
            
            
            271
            
            
            
            271
            
            
            
            813
            
            
            
            813
            
            
            
            5,167Net
      loss
            
            $
            (4,014
            )
            
            $
            (18,174
            )
            
            $
            (36,299
            )
            
            $
            (74,004
            )
            
            $
            (330,403
            )Net
      loss per share:Basic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            32,570,198
            
            
            
            32,570,198
            
            
            
            32,570,198
            
            
            
            50,033,710


























See
accompanying notes to financial statements.











3





JAMMIN
      JAVA CORP.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF CASH
      FLOWSNine Months Ended October 31,
      2009 and 2008and
      the period from September 27, 2004 (Inception) through October 31,
      2009(Unaudited)





Nine
      Months
            
            
            Nine
      Months
            
            
            InceptionEnded
            
            
            Ended
            
            
            throughOctober
      31,
            
            
            October
      31,
            
            
            October
      31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (36,299
            )
            
            $
            (74,004
            )
            
            $
            (330,403
            )Adjustments
      to reconcile net loss to cash used by operatingactivities:Imputed interest on shareholder advance
            
            
            -
            
            
            
            -
            
            
            
            1,004Depreciation
            
            
            1,367
            
            
            
            813
            
            
            
            2,906Net
      change in:Prepaid
      expenses
            
            
            5,600
            
            
            
            (41,887
            )
            
            
            -Accounts
      payable
            
            
            7,049
            
            
            
            (17,387
            )
            
            
            12,734CASH
      FLOWS USED IN OPERATING ACTIVITIES
            
            
            (22,283
            )
            
            
            (132,465
            )
            
            
            (313,759
            )CASH
      FLOWS USED IN INVESTING ACTIVITIESPurchase
      of property and equipment
            
            
            (7,142
            )
            
            
            (60,891
            )
            
            
            (85,431
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            (7,142
            )
            
            
            (60,891
            )
            
            
            (85,431
            )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related parties, net
            
            
            22,434
            
            
            
            (10,562
            )
            
            
            33,886Proceeds
      from sale of common stock
            
            
            -
            
            
            
            125,000
            
            
            
            319,010Subscription
      received
            
            
            -
            
            
            
            -
            
            
            
            47,500CASH
      FLOWS PROVIDED BY FINANCING
            
            
            22,434
            
            
            
            114,438
            
            
            
            400,396NET
      INCREASE (DECREASE) IN CASH
            
            
            (6,991
            )
            
            
            (78,918
            )
            
            
            1,206Cash,
      beginning of period
            
            
            8,197
            
            
            
            89,802
            
            
            
            -Cash,
      end of period
            
            $
            1,206
            
            
            $
            10,884
            
            
            $
            1,206SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -














See
accompanying notes to financial statements.











4


JAMMIN
JAVA CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2009


(Unaudited)











NOTE
1 - BASIS OF PRESENTATION




The
accompanying unaudited interim financial statements of Jammin Java Corp. (the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's registration
statement filed with the SEC on Form 10-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal year January 31, 2009, as reported in Form 10-K, have been
omitted.





Effective
July 13, 2009, the Company changed its name from Marley Coffee Inc. to Jammin
Java Corp. when the Company merged its subsidiary, Jammin Java
Corp.




The
Company has evaluated subsequent events for recognition or disclosure through
the date these financial statements were available to be issued, December 11,
2009.




Certain
2008 balances have been reclassified to conform to 2009
presentation.







NOTE
2 – PROPERTY AND EQUIPMENT





Property
and equipment consist of farm improvements and farm equipment. The farm
equipment is amortized using straight-line method over its estimated useful life
of two years. The farm improvements will be amortized beginning when the first
coffee crop is ready for harvest over the then estimated useful
life.








October
      31, 2009
            
            
            January
      31, 2009Farm
      improvements
            
            $
            81,047
            
            
            $
            73,905Equipment
            
            
            4,384
            
            
            
            4,38485,431
            
            
            
            78,289Less:
      accumulated depreciation
            
            
            (2,906
            )
            
            
            (1,539
            )$
            82,525
            
            
            $
            76,750





Depreciation
expense for the nine months ending October 31, 2009 and 2008 is $1,367 and $813,
respectively.








NOTE
3 – RELATED PARTY TRANSACTIONS





During
the nine months ended October 31, 2009, a director of the Company advanced
$11,261 to the Company, increasing the balance owed to this director to $22,713
at October 31, 2009.





The
advance is unsecured, non-interest bearing and has no specific terms of
repayment.











5





During
the nine months ended October 31, 2009 a shareholder of the Company advanced
$11,173 to the Company. The advance is unsecured, non-interest bearing and has
no specific terms of repayment.








NOTE
4 – SHARE CAPITAL





In
November 2008, the Company received $47,500 as subscription for private
placement of 38,000 shares of the Company’s common stock at $1.25 per share. The
related common shares were not issued by October 31, 2009.





In June
2009, a Director, David O’Neill, and Rohan Marley entered into a Stock Transfer
Agreement whereby Mr. Marley transferred his 12,635,592 shares of common
stock in the Company, representing 38.7% of the Company’s outstanding shares of
common stock, to David O’Neill.




As a
result of the above transaction, Mr. O’Neill obtained control of approximately
38.7% of the Company’s voting shares.




































































6


2.  Management's
Discussion and Analysis or Plan of Operation.




FORWARD-LOOKING
STATEMENTS




This
quarterly report contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995.  These
statements relate to future events or our future financial
performance.  In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology.  These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.




Our
financial statements are stated in United States Dollars (US$) and are prepared
in conformity with generally accepted accounting principles in the United States
of America for interim financial statements.  The following discussion
should be read in conjunction with our financial statements and the related
notes that appear elsewhere in this quarterly report.




As used
in this quarterly report, the terms "we", "us", "our company", and "Jammin Java"
mean Jammin Java Corp., unless otherwise indicated.  All dollar
amounts refer to US dollars unless otherwise indicated.





Business
History





Jammin
Java was incorporated on September 27, 2004 under its former name “Global
Electronic Recovery Corp.” Our resident agent is Empire Stock Transfer of Nevada
located at 2470 Saint Rose Parkway, Suite 304 Henderson, Nevada. Prior to the
February 25, 2008, we were engaged in the recycling of electronic waste in the
city of Los Angeles, California.  We commenced limited operations
including a feasibility study and the search for an appropriate facility
location. We also joined various recycling organizations to assist in the
marketing of our recycling facility.  As our management conducted due
diligence on the electronic waste recycling industry, management realized that
this industry did not present the best opportunity for our company to realize
value for our shareholders.  In an effort to substantiate shareholder
value, Jammin Java then sought to identify, evaluate and investigate various
companies and compatible or alternative business opportunities with the intent
that, should the opportunity arise, a new business be pursued.





On
February 5, 2008, we incorporated a subsidiary named Marley Coffee
Inc.  On February 25, 2008 we changed our name from” Global Electronic
Recovery Corp." to "Marley Coffee Inc." when we merged our subsidiary, Marley
Coffee Inc., into our company. Our common stock will be quoted on the NASD
Over-the-Counter Bulletin Board under the new symbol "MYCF" effective at the
opening of the market on March 7, 2008.





Effective
July 13, 2009, we changed our name from "Marley Coffee Inc." to “Jammin Java
Corp.” when we merged our subsidiary, Jammin Java Corp., into our company. Our
common stock will be quoted on the NASD Over-the-Counter Bulletin Board under
the new symbol "JAMN" effective at the opening of the market on September 17,
2009.




Properties





Effective
February 15, 2008 we entered into a lease agreement for 52 acres of coffee
farmland in the Jamaican Blue Mountains.  The term is eight years and
has an annual lease payment of $1,000. The farm is located at Chepstowe,Skibo in
Portland, Jamaica. The farm is spread out over 52 acres of land. Currently only
12 acres have been identified for coffee production but this will be increased
but to a maximum of 30 acres to preserve ecological diversity. Due to the
altitude and geographic location of the land on which the farm is located, the
coffee produced can be classified as “Blue Mountain Coffee.”





7


Current
Business Operations


Jammin
Java





In
February 2008, we decided to pursue the business of premium roasted coffee to
take advantage of the consumer awareness and significant trend toward packaged
ground premium and super premium coffees with new Marley Coffee branded entries
to the category.   We also intend to develop a share of the
category and create a leadership position by capitalizing on the success of the
Marley name  with our new brand  and franchise while
using  Jamaican Blue Mountain as the flagship item.  The
brand will be “Jammin Java” by Rohan Marley. In addition, we intend to use this
opportunity to take advantage of this strong increase in consumer demand by
stepping forward and combining name, music and quality coffees to generate
interest.





We also
intend to produce our own premium organic coffee on the farmland we lease in the
Blue Mountain region of Jamaica. Our goal is to manage the Marley Coffee Farm in
manner that ensures economic viability, optimal yields and unrivaled product
quality while maintaining the environmental integrity of the ecosystem
incompliance with international organic standards.




To
achieve our objectives, we will do the following:




1.
            Develop
      and implement a sustainable fertility management program compliant with
      international organic standards.2.
            Develop
      and implement a sustainable pest management program compliant with
      international organic standards.3.
            Continually
      review and adjust the installed system for the management of our human and
      financial resources4.
            Continue
      the resuscitation of existing coffee trees and restoration of
      location-specific optimal planting density5.
            Conduct
      research into sustainable organic agronomic practices and novel marketable
      coffee blends6.
            Identify
      and outsource suitable local pulping and roasting facilities with the
      intent to construct and install washing, pulping and roasting mechanism
      that is compliant to international organic standards on site.7.
            Identify
      and facilitate the sale of secondary cash crops on the local
      market




Our
administrative office is located at 375 South Fairfax Avenue Suite #321, Los
Angeles California, USA 90036, telephone (323) 316-3456 and our registered
statutory office is located at 2470 Saint Rose Parkway, Suite 304 Henderson,
Nevada 89074. Our fiscal year end is January 31.





Product
Research and Development





We do not
anticipate that we will expend any significant funds on research and development
over the twelve months ending October 31, 2010.





Employees





Currently,
we  have no employees other than our officers.  We do not
have employment contracts with our officers. We are not a party to any
collective bargaining agreements. We have not entered into any employment
agreements with any of our executives. We anticipate that we will enter into
employment agreements without officers when, and if, our revenue production
justifies such agreements. We do not currently anticipate that we will hire any
employees in the next three months, unless we successfully raise funds necessary
to implement our business plan. From time-to-time, we anticipate that we will
also use the services of independent contractors and consultants to support our
business development. We believe our future success depends in large part upon
the continued service of our senior management personnel and our ability to
attract and retain highly qualified technical and managerial
personnel.





8


Purchase
or Sale of Equipment





We  purchased
no equipment for the farm we lease in Jamaica during the current fiscal
period.








RISK
FACTORS





Much of
the information included in this quarterly report includes or is based upon
estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.


Such
estimates, projections or other "forward-looking statements” involve various
risks and uncertainties as outlined below. We caution readers of this quarterly
report that important factors in some cases have affected and, in the future,
could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or
other "forward-looking statements". In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.





We
have no operating history and have maintained losses since inception that we
expect to continue into the future. If the losses continue we may go out of
business. We have no experience in the proposed line of business,
certifications, current customers, or negotiations or agreements with any
processing centers or refurbishes


We were
incorporated in September 27, 2004 and only just recently began commencing a new
business plan. We have only just completed our business plan to grow and roast
our own and third party organic coffee. We have not realized any revenues to
date. We have no operating history upon which an evaluation of our future
success or failure can be made. There is a net loss since inception of $330,403
and also an accumulated deficit of $330,403. We expect to incur losses for the
foreseeable future; therefore, we may not be able to achieve profitable
operations and we may not even be able to generate any revenues. We will
encounter difficulties as an early stage company in the rapidly evolving and
highly marketed recycling end of life electronic industry. Therefore, the
revenue and income potential of our business model is unproven.





We
face substantial competition from established and new companies in our industry.
If we are unable to compete with these companies our proposed business will
fail.





We face
intense competition from established coffee growers and roasters. We may not be
able to compete effectively with these companies now or in the future. Many of
our potential competitors have significantly greater financial, marketing,
technical and other competitive resources, as well as greater name recognition,
than we have. As a result, our competitors may be able to adapt more quickly to
changes in consumer requirements or may be able to devote greater resources to
the promotion and sale of their services. We may not be able to compete
successfully with our potential and existing competitors. In addition,
competition could increase if new companies enter the market or if existing
competitors expand their services. An increase in competition could result in
price reductions and loss of market share and could have a material adverse
effect on our business, financial condition or results of operations. To be
competitive we will need to continue to invest in sales and marketing. We may
not have sufficient resources to make such investments necessary to remain
competitive. In addition, current and potential competitors have established or
may in the future establish collaborative relationships among themselves or with
third parties, including third parties with whom we have relationships, to
increase the visibility and utility of their services. Accordingly, new
competitors or alliances may emerge and rapidly acquire significant market
share. If we are unable to compete with companies in end of life electronic
services industry, our proposed business will fail and you will lose your entire
investment.





We
depend on our key personnel to manage our business effectively in a rapidly
changing market. If we are unable to retain our key employees, our business,
financial condition and results of operations could be harmed.




Our
future success depends to a significant degree on the skills, efforts and
continued services of our executive officers and other key sales, marketing and
support personnel who have critical industry experience and relationships. If we
were to lose the services of one or more of our key executive officers and
senior management members, we may not be able to grow our business as we expect,
and our ability to compete could be harmed, adversely affecting our business and
prospects.





9


Changes
in the government regulation of our coffee farm could harm our
business.





Our
coffee products are subject to foreign government regulation by the Jamaican
Coffee Board and international regulatory bodies. These regulatory bodies could
enact regulations which affect our products or the service providers which
distribute our products, such as limiting the scope of the service providers'
market, capping fees for services provided by them or imposing coffee quality
control standards which impact our products.




If
we are unable to obtain organic certification, our business may be
impaired.





It is
proposed that we obtain organic certification for our leased farmland in Jamaica
from the certifying agency Certification of Environmental Standards (CERES). If
we are unable to obtain certification we may be forced to grown on-organic
coffee on our property. This may impair our business plan and force us buy from
third party sources.





We
need to continue as a going concern if our business is to succeed, if we do not
we will go out of business.





Our
independent accountant's report to our audited financial statements for the
period ended January 31, 2009 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. 
Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
adequate financing to pay our liabilities.  If we are not able to continue
as a going concern, it is likely investors will lose their
investments.





If
we do not obtain additional financing, our business will fail.





Our
current operating funds are less than necessary to complete all intended
exploration of the property, and therefore we will need to obtain additional
financing in order to complete our business plan.  As of October 31, 2009
we had cash in the amount of $1,206. We currently have minimal operations
and we have no income. Our
business plan calls for significant expenses in connection with the development
of our coffee property. We will require additional financing to sustain our
business operations if we are not successful in earning revenues once coffee
production is complete.  We do not currently have any arrangements for
financing and we can provide no assurance to investors that we will be able to
find such financing if required. Obtaining additional financing would be subject
to a number of factors, including the market prices for copper, silver and gold,
investor acceptance of our property and general market conditions.  These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. The most likely source of future funds presently available to
us is through the sale of equity capital. Any sale of share capital will result
in dilution to existing shareholders.




Because
we have commenced limited business operations, we face a high risk of business
failure.





We have
only just recently commenced operations.   Accordingly, we have
no way to evaluate the likelihood that our business will be successful.  We
were incorporated on September 27, 2004 and have been involved primarily in
organizational activities and the acquisition of our mineral property.  We
have not earned any revenues as of the date of this document.  Prior
to completion of our coffee production stage, we anticipate that we will incur
increased operating expenses without realizing any significant revenues.
 We therefore expect to incur significant losses into the foreseeable
future.   There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.





Because
one of our directors and officers is also a director and officer of a possible
competitor to us, we may lose possible business opportunities





Our
management is not required to nor will he commit his full time to our affairs.
As a result, pursuing new business opportunities may require a greater period of
time than if he would devote his full time to our affairs. Management is not
precluded from serving as an officer or director of any other entity that is
engaged in business activities similar to those of Jammin Java. Mr. Whittle is
currently an officer and director of Marley Coffee, LLC, a company substantially
similar to Jammin Java. Management may have conflicts of interest in determining
to which entity a particular business opportunity should be presented. In
general, officers and directors of a Nevada corporation are required to present
certain business opportunities to a corporation for which they serve as an
officer of director. In the event that our management has multiple business
affiliations, he may have similar legal obligations to present certain business
opportunities to multiple entities. In the event that a conflict of interest
shall arise, management will consider factors such as reporting status,
availability of audited financial statements, current capitalization and the
laws of jurisdictions. If several business opportunities or operating entities
approach management with respect to a business combination, management will
consider the foregoing factors as well as the preferences of the management of
the operating company. However, management will act in what he believes will be
in the best interests of the shareholders of Jammin Java and other respective
public companies.





10


In
addition, conflicts of interest create the risk that management may have an
incentive to act adversely to the interests of other non-management
stockholders. A conflict of interest may arise between management's personal
pecuniary interest and its fiduciary duty to stockholders.








We
lack an operating history and we expect to have losses in the
future.





We have
not started our proposed business operations or realized any revenues. We have
no operating history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon the following:




·
            Our
      ability to operate a profitable coffee farm;·
            Our
      ability to generate revenues; and·
            Our
      ability to reduce farming and marketing
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the development of our
coffee property. We cannot guarantee that we will be successful in generating
revenues in the future. Failure to generate revenues will cause us to go out of
business.




Trading
of our stock may be restricted by the SEC's Penny Stock Regulations which may
limit a stockholder's ability to buy and sell our stock.




The U.S.
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions.  Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors".  The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse.  The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market.  The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account.  The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's
confirmation.  In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for
the stock that is subject to these penny stock rules.  Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities.  We believe that the penny stock rules discourage investor
interest in and limit the marketability of, our common stock.




We do not expect to declare or pay
any dividends.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.




11


Anti-Takeover
Provisions




We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws.  Without any anti-takeover provisions, there is no deterrent
for a take-over of our company, which may result in a change in our management
and directors.




Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.




Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgement, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgement in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officer.




Plan
of Operations - Next 12 Months




We have
commenced limited operations, and have generated no revenue to
date.  We are still a development stage corporation.




Over the
next twelve months we intend to use funds to commence marketing our service,
leasehold improvements and for general and administrative expenditures, as
follows:




Estimated Funding Required
During the Next Twelve Months





General
      and Administrative
            
            $
            55,000OperationsMarketing/Advertising
              Leasehold
      Improvements
            
            $
            25,000
      $70,000Working
      Capital
            
            $
            50,500Total
            
            $
            200,500




Financial
Condition, Liquidity and Capital Resources




Our
principal capital resources have been through issuance of common stock and
shareholder loans.




At
October 31, 2009, there was negative working capital of $45,414.




At
October 31, 2009, our total assets were $83,731, which consisted of cash of
$1,206 and property of $82,525.




At
October 31, 2009, our total current liabilities were $46,620.




For the
three months ended October 31, 2009, we incurred expenditures of $4,014 and
posted losses of $4,014. For the three months ending October 31, 2008, we
incurred expenditures of $18,174 and posted losses of $18,174.  From
inception to October 31, 2009, we incurred losses of $330,403. The principal
components of the losses since inception through October 31, 2009 were
administrative  and farm expenses.




For the
nine months ended October 31, 2009, we incurred expenditures of $36,299 and
posted losses of $36,299. For the nine months ending October 31, 2008, we
incurred expenditures of $74,004 and posted losses of $74,004.  From
inception to October 31, 2009, we incurred losses of $330,403. The principal
components of the losses since inception through October 31, 2009 were
administrative  and farm expenses.







12




At
October 31, 2009, we had cash on hand of $1,206. We will require additional
financing before we generate significant 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.





APPLICATION
OF CRITICAL ACCOUNTING POLICIES




Our
unaudited financial statements and accompanying notes have been prepared in
conformity with generally accepted accounting principles in the United States of
America for interim financial statements.  Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses.  These
estimates and assumptions are affected by management's application of accounting
policies.  We believe that understanding the basis and nature of the
estimates and assumptions involved with the following aspects of our financial
statements is critical to an understanding of our financials.




Item 3.  Controls
and Procedures.




As
required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report, being October 31, 2009.  This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president and chief executive
officer.  Based upon that evaluation, our company's president and
chief executive officer concluded that our company's disclosure controls and
procedures are effective as at the end of the period covered by this
report.  There have been no significant changes in our company's
internal controls or in other factors, which could significantly affect internal
controls subsequent to the date we carried out our evaluation.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our company's reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures  designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our company's president and chief executive officer as appropriate, to allow
timely decisions regarding required disclosure.




There
have been no changes to our internal controls over financial reporting during
the most recent fiscal quarter.






PART
II  -  OTHER INFORMATION




Item 1.  Legal
Proceedings.




We know
of no material, active or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceedings or pending
litigation.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds




None




Item
3.  Defaults Upon Senior Securities




None




13


Item
4.  Submission of Matters to a Vote of Security Holders




None




Item
5.  Other Information




None




Item 6.  Exhibits.




Exhibits
required by Item 601 of Regulation S-B





Exhibit
              Number
            Description3.1
            Articles
      of Incorporation (incorporated by reference from our Registration
      Statement on Form SB-2, filed on August 3, 2005).3.2
            By-laws
      (incorporated by reference from our Registration Statement on Form SB-2,
      filed on February 4, 2003).4.1
            Specimen
      Stock Certificate (incorporated by reference from our Registration
      Statement on Form SB-2, filed on August 3, 2005).31.1
            Section
      302 Certification32.1
            Section
      906 Certification








SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





JAMMIN
      JAVA CORP./s/
      Shane WhittleDate:   December
      14, 2009
            Shane
      Whittle, President, Treasurer and CEO (Principal Executive
      Officer)








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