Form 3 Falconhead Capital Partn For: Apr 06 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

Coffee Holdings LLC

(Last)

(First)

(Middle)

C/O FALCONHEAD CAPITAL LLC, 450 PARK AVENUE, 3RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2009

3. Issuer Name and Ticker or Trading Symbol
JAVO BEVERAGE CO INC [JAVO]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,000,000	D ⁽¹⁾ ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
1. These securities are directly owned by Coffee Holdings LLC ("Coffee Holdings"), which is a Reporting Person. All other entities or persons are included within this report due to their affiliation with Coffee Holdings.
2. These securities may be deemed to be indirectly beneficially owned by the following, each of which is a Reporting Person: (a) Falconhead Capital Partners II, L.P. ("Fund II"), the sole manager of Coffee Holdings; (b) Falconhead Capital Partners II GP, LLC ("Capital Partners"), the sole general partner of Fund II; (c) Falcap LLC ("Falcap"), the sole manager of Capital Partners; and (d) David S. Moross, the sole manager of Falcap.
3. Each Reporting Person listed in Footnotes 1 and 2 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks: (+)��The�Reporting�Persons�may�be�deemed�to�constitute�a�"group"�for�purposes�of�Section�13(d)(3)�of�the�Securities�Exchange �Act�of�1934,�as�amended.�This�filing�of�this�report�shall�not�be�construed�as�an�admission�that�the�Reporting�Persons�are�a �group,�or�have�agreed�to�act�as�a�group.

	/s/ Dave Gubbay, Authorized Signatory for Coffee Holdings LLC	04/15/2009
	** Signature of Reporting Person	Date
	/s/ David S. Moross, as Managing Member of Falcap LLC, the managing member of Falconhead Capital Partners II GP, LLC, the general partner of Falconhead Capital II, L.P.(+)	04/15/2009
	** Signature of Reporting Person	Date
	/s/ David S. Moross, as Managing Member of Falcap LLC, the managing member of Falconhead Capital Partners II GP, LLC (+)	04/15/2009
	** Signature of Reporting Person	Date
	/s/ David S. Moross, as Managing Member of Falcap LLC(+)	04/15/2009
	** Signature of Reporting Person	Date
	/s/ David S. Moross (+)	04/15/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment