sc13d

0000950134-08-018998.txt : 20081103 0000950134-08-018998.hdr.sgml : 20081103 20081103060157 ACCESSION NUMBER: 0000950134-08-018998 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20081103 DATE AS OF CHANGE: 20081103 GROUP MEMBERS: BRIAN SIMO GROUP MEMBERS: MARK SIMO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orange 21 Inc. CENTRAL INDEX KEY: 0000932372 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 330580186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80727 FILM NUMBER: 081155938 BUSINESS ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: (760) 804-8420 MAIL ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC, INC DATE OF NAME CHANGE: 20040916 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC INC DATE OF NAME CHANGE: 19941103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: No Fear, Inc. CENTRAL INDEX KEY: 0001310858 IRS NUMBER: 931037856 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2251 FARADAY AVENUE CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: (760) 931-9550 MAIL ADDRESS: STREET 1: 2251 FARADAY AVENUE CITY: CARLSBAD STATE: CA ZIP: 92008 SC 13D 1 v50351sc13d.htm SCHEDULE 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Orange 21 Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

685317109

(CUSIP Number)


		With a copy to:
No Fear, Inc. 1812 Aston Avenue Carlsbad, California 92008 Attention: Mark Simo / Scott Benjamin (760) 930 1704		Cary K. Hyden, Esq. Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, California 92626 (714) 540-1235

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 31, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 15 Pages

SCHEDULE 13D


CUSIP No.		685317109		Page		2		of		15 Pages

NAMES OF REPORTING PERSONS

No Fear, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

WC, OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

California

SOLE VOTING POWER

NUMBER OF

1,044,883

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,044,883

WITH

SHARED DISPOSITIVE POWER

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,044,883

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.8%

TYPE OF REPORTING PERSON

SCHEDULE 13D


CUSIP No.		685317109		Page		3		of		15 Pages

NAMES OF REPORTING PERSONS

Mark Simo

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

PF, OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

130,843

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

130,843

WITH

SHARED DISPOSITIVE POWER

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

130,843

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%

TYPE OF REPORTING PERSON

SCHEDULE 13D


CUSIP No.		685317109		Page		4		of		15 Pages

NAMES OF REPORTING PERSONS

Brian Simo

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

89,408

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

89,408

WITH

SHARED DISPOSITIVE POWER

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

89,408

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

TYPE OF REPORTING PERSON

SCHEDULE 13D


CUSIP No. 685317109		Page 5 of 15 Pages

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
INDEX OF EXHIBITS
EX-99.1
EX-99.2
EX-99.3

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Orange 21 Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2070 Las Palmas Drive, Carlsbad, California 92011.

Item 2. Identity and Background.

	(a)		This Statement is being jointly filed by No Fear, Inc., a California Corporation (“No Fear”), Mark Simo and Brian Simo (collectively, the “Reporting Persons”).

	(b)		The principle business address for the Reporting Persons is 1812 Aston Avenue, Carlsbad, California 92008.

	(c)		No Fear is in the principle business of distributing, selling, and marketing action sports apparel and equipment. Mark Simo’s principal occupation is to serve as the Chief Executive Officer of No Fear. Brian Simo’s principle occupation is to serve as the President of No Fear.

			Mark Simo and Brian Simo are brothers who collectively hold a majority of the common stock of No Fear. Each of the executive officers and directors of No Fear (i) are listed in the table below, (ii) serve in such capacities as their primary occupation, (iii) are citizens of the United States, and (iv) have as their principal business address 1812 Aston Avenue, Carlsbad, California 92008.


Name		Title
Mark Simo		Chief Executive Officer and Director
Brian Simo		President and Director
Kenneth Aurigemma		Chief Financial Officer
Scott Benjamin		Executive Vice President, General Counsel, Secretary and Director

	(d)		During the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers, or controlling shareholders of No Fear, has been convicted in a criminal proceeding.

	(e)		During the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers, or controlling shareholders of No Fear, has been a party to any civil proceeding as a result of which it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

	(f)		Mark Simo and Brian Simo are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

No Fear currently holds 884,883 shares of Common Stock that it acquired in August 1992 in exchange for nominal consideration upon the founding of the Issuer by No Fear. No Fear acquired an additional 160,000 shares of Common Stock in open market transactions on May 25, 2006 and May 26, 2006 for an aggregate purchase price of $734,241. The purchase price for all shares of Common Stock held by No Fear was paid out of No Fear’s working capital.

SCHEDULE 13D


CUSIP No. 685317109		Page 6 of 15 Pages

Prior to December 9, 2005, Mark Simo acquired 48,968 shares of Common Stock through open market purchases or by exercising stock options granted to him as a director, officer or employee of the Issuer. The purchase price for such shares totaled $133,285, which were paid out of his personal funds. Mark Simo also holds stock options to purchase 81,875 shares of Common Stock which will be vested within 60 days of October 16, 2008. These stock options were granted to him by the Issuer as compensation for his service as a director, officer or employee of the Issuer.

Brian Simo acquired 89,408 shares of Common Stock through open market purchases or by exercising stock options granted to him by the Issuer at a purchase price totaling $250,000.00, which was paid out of his personal funds.

Item 4. Purpose of Transaction.

On October 16, 2008, No Fear Retail Stores, Inc. (“No Fear Retail”), a wholly owned subsidiary of No Fear, sent a letter (the “October 16th Letter”) to the Board of Directors of the Issuer proposing a merger of No Fear Retail with the Issuer. A copy of the October 16th Letter is attached hereto as Exhibit 1 and is incorporated by reference herein.

On October 22, 2008, Mark Simo, acting in his capacity as the Chief Executive Officer of No Fear and No Fear Retail, met with the Board of Directors of the Issuer to discuss the October 16th Letter. The Board of Directors indicated that it would consider the proposal contained therein and contact No Fear in due course.

On October 24, 2008, Mark Simo contacted Stone Douglass, the Chairman of the Board of the Issuer, to obtain an update on the Board of Director’s consideration of the proposal. Mr. Douglass agreed to form an independent committee of the Board of Directors to review the proposal. Mr. Douglass also agreed to provide a preliminary information request list to assist the Issuer in reviewing the proposal and subsequently emailed such document to No Fear.

On October 29, 2008, No Fear Retail responded to Mr. Douglass’ information request, which is attached hereto as Exhibit 2 and incorporated by reference herein.

No other material communications have occurred between No Fear and the Issuer regarding the October 16th Letter. However, in the near term, No Fear intends to initiate further discussions with the Issuer, either through oral or written communications, regarding a possible business combination.

No Fear has been, and currently is, a customer of the Issuer in the ordinary course of business. Mark Simo has also served as the Chief Executive Officer of the Issuer in the past, and currently serves as a director of the Issuer.

Except to the extent set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons retain their respective rights to modify their plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations.

The Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation: (i) having communications with the Issuer’s Board of Directors and management with respect to the offer set forth in the October 16th Letter and other methods for

SCHEDULE 13D


CUSIP No. 685317109		Page 7 of 15 Pages

increasing stockholder value; (ii) purchasing additional shares of Common Stock in the open market or otherwise; and (iii) making a tender offer for shares of Common Stock not owned by the Reporting Persons.

The Reporting Persons may also participate in discussions with potential purchasers of their shares of Common Stock, sell some or all of their shares of Common Stock in the open market or through private negotiated transactions, or change their intent as to any and all matters referred to above.

The Reporting Persons reserve their rights to make alternative plans or proposals in the future or to take other steps to enhance the value of their investments. The Reporting Persons further reserve the right to increase, decrease or eliminate their investment in the Issuer or take any other action relative thereto.

Item 5. Interest in Securities of the Issuer.

(a) No Fear is the beneficial owner of 1,044,883 shares of Common Stock, representing approximately 12.8% of the outstanding shares of Common Stock of the Issuer (all percentages based upon 8,170,563 shares of Common Stock outstanding as of August 12, 2008 as reported on the Issuer’s Form 10-Q for the period ended June 30, 2008). Mark Simo is the beneficial owner of 130,843 shares of Common Stock (including 81,875 shares which are subject to stock options which vest within 60 days of October 16, 2008), representing approximately 1.6% of the outstanding shares of Common Stock of the Issuer. Brian Simo is the beneficial owner of 89,408 shares of Common Stock, representing approximately 1.1% of the outstanding shares of Common Stock of the Issuer. To the best of the Reporting Persons’ knowledge, none of the other persons named in response to Item 2 own any securities of the Issuer. Each Reporting Person disclaims beneficial ownership over shares of Common Stock held by any other Reporting Persons.

(b) No Fear has the sole power to vote and dispose of all shares of Common Stock beneficially owned by it. Mark Simo and Brian Simo collectively hold a majority of the voting shares of No Fear. Mark Simo has the sole power to vote and dispose of all shares of Common Stock beneficially owned by him. Brian Simo has the sole power to vote and dispose of all shares of Common Stock beneficially owned by him. To the best of the Reporting Persons’ knowledge, none of the other persons named in response to Item 2 have sole or shared voting or dispositive power over any Common Stock.

(c) None of the Reporting Persons has entered into any transactions in shares of Common Stock during the past sixty (60) days. To the best of the Reporting Persons’ knowledge, none of the other persons named in response to Item 2 were involved in any transactions in shares of Common Stock during the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None of the Reporting Persons, nor to the best of their knowledge, any of the persons named in response to Item 2, are parties to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock of the Issuer.

SCHEDULE 13D


CUSIP No. 685317109		Page 8 of 15 Pages

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description

1		Letter sent by No Fear Retail Stores, Inc. to the Members of the Board of Directors of Orange 21 Inc., dated October 16, 2008

2		Letter sent by No Fear Retail Stores, Inc. to Stone Douglass, Ted Roth and David Mitchell as Members of the Board of Directors of Orange 21 Inc., dated October 29, 2008

3		Joint Filing Agreement

SCHEDULE 13D


CUSIP No. 685317109		Page 9 of 15 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certify that the information set forth in this Statement is true, complete and correct.

Date: October 31, 2008


NO FEAR, INC.
By:	/s/ Mark Simo
	Name:	Mark Simo
	Title:	Chief Executive Officer

MARK SIMO
By:	/s/ Mark Simo
	Name:	Mark Simo


BRIAN SIMO
By:	/s/ Brian Simo
	Name:	Brian Simo

SCHEDULE 13D


CUSIP No. 685317109		Page 10 of 15 Pages

INDEX OF EXHIBITS


Exhibit No.		Description

1		Letter sent by No Fear Retail Stores, Inc. to the Members of the Board of Directors of Orange 21 Inc., dated October 16, 2008

2		Letter sent by No Fear Retail Stores, Inc. to Stone Douglass, Ted Roth and David Mitchell as Members of the Board of Directors of Orange 21 Inc., dated October 29, 2008

3		Joint Filing Agreement

EX-99.1 2 v50351exv99w1.htm EX-99.1 exv99w1

Exhibit 1

SCHEDULE 13D


CUSIP No. 685317109		Page 11 of 15 Pages

Confidential

October 16, 2008

Board of Directors
Orange 21, Inc.
2070 Las Palmas Drive
Carlsbad, California 92011

To the Board of Directors of Orange 21, Inc.:

As you can appreciate, I am keenly aware of the issues currently facing Orange 21, Inc. (“Orange 21” or the “Company”). As a founder of Orange 21 and a significant shareholder, I built and profitably grew the business in advance of taking the Company public, and stepped back in to turnaround the business two years ago. Having successfully reinvigorated the organization while rationalizing expenses, I recognize you are facing unprecedented economic challenges that are impacting not only consumers but also the retailers that carry your products. Consumers are becoming more discerning with purchasing decisions and delaying non-essential purchases. As a result, retailers are thinning inventories, only stocking key styles to eliminate the need to carry excess inventory while heavily discounting product to clear inventory.

In this unprecedented economic climate, I also recognize the challenges faced by Orange 21 in the public market. Orange 21 is a “micro-capitalization” public company with a current equity capitalization of under $15 million. As a result of the size of Orange 21 and the concentrated share ownership, there is limited trading in the stock. In fact, no shares traded on October 13 and, when shares do trade, it often creates significant moves in the stock price. As a result of the Company’s size, Orange 21 does not have the benefit of Wall Street research coverage or trading support. Furthermore, having burned through funds raised at the IPO and facing one of the most difficult financing environments in our lifetime, the Company is not appropriately capitalized to weather the current economic storm.

Despite the challenges facing Orange 21 and the economy as a whole, I believe in the strength of the brand and organization that I built. The Spy brand continues to resonate with its target audience in the action sports market. In many cases, Spy is the leading optical brand for its customers, far outselling its peers. As evidence of the Company’s momentum, through the first five months of the year, the Company was able to generate sizeable increases in revenue compared to the previous year. Unfortunately those gains were offset by the increase in the value of the Euro, which dramatically increased the Company’s cost of goods sold. However, the Company remains in a very favorable inventory position with key styles stocked through the end of the year. Given the underlying strength of the brand and the organization, I want to work with the Board of Directors of Orange 21 (“Board”) to address the needs of the business and maximize shareholder value.

SCHEDULE 13D


CUSIP No. 685317109		Page 12 of 15 Pages

As such, I propose merging Orange 21 with No Fear Retail Stores, Inc. (“No Fear Retail”), a wholly-owned subsidiary or No Fear, Inc. (“No Fear”), of which I am the majority shareholder along with my brother, Brian Simo. As you know, No Fear Retail operates approximately 50 stores selling proprietary No Fear product and leading third party products. We are one of Orange 21’s largest customers in the United States and the largest customer when taking into consideration the operations of No Fear, Inc. in Europe. I recognize that one of the major issues that arose in 2007 regarding a proposed merger between No Fear Retail and Orange 21 was the choice of No Fear Retail as the merging entity relative to No Fear. To address that concern, we restructured the relationship between No Fear and No Fear Retail on August 31, 2008, so that No Fear Retail now holds the intellectual property for the No Fear brand and obtains all of the royalties associated with the brand. While No Fear maintains select subsidiaries outside of the No Fear Retail umbrella for various legal and operational reasons, we are open to a broader discussion about the structure of the merger if the Board feels that is critical to completing a transaction.

I believe the combination of the two businesses has the following significant advantages and synergies:

	•		Increases overall size of the combined entity in the public markets with revenue approaching $100 million;

	•		Spreads the cost of running a public entity across a larger revenue base;

	•		Generates significant cost savings through the combination of the two entities, in particular with respect to general and administrative functions;

	•		Provides opportunity to raise funds to appropriately capitalize the combined entity for growth;

	•		Increases public float, providing a path to liquidity for all shareholders;

	•		Opens additional avenues for growth including wholesale and retail channels, mitigating Orange 21’s dependence on third party retailers for growth;

	•		Capitalizes on steady stream of licensing revenue generated by No Fear with the opportunity to leverage licensing expertise to benefit Orange 21;

	•		Can be completed with little to no due diligence on our part, allowing us to consummate the merger quickly and avoid further deterioration in Orange 21’s financial condition; and

	•		Allows current Orange 21 stockholders to participate in any upside growth of the combined entity.

As next steps, I would like to enter into negotiations with an independent committee of the Board regarding a merger transaction. The goal of those conversations will be to establish a value for the assets to be contributed to Orange 21 by No Fear in a stock-for-stock transaction. Concurrently, No Fear will seek to raise the amount of capital required to fund the combined entity, approximately $5 million in our estimate. Even in a challenging market, we are confident in our ability to raise capital for the combined entity if the Board is open to a merger of the businesses. In order to reach an agreement, we request a reasonable exclusivity period of 60 days to complete negotiations with the Board and financial partners. Assuming we are able to sign an agreement within 60 days, we recognize and appreciate the Board’s need to perform a market check and would encourage the Board to do so to protect the interest of all shareholders. We are confident our proposal will offer superior value to shareholders and a clear path to liquidity.

SCHEDULE 13D


CUSIP No. 685317109		Page 13 of 15 Pages

I believe that we can all agree that the ultimate goal is to increase shareholder value for all shareholders of Orange 21. I have attempted to outline a plan to achieve this goal and look forward to working with you to that end as we negotiate this transaction. I thank you in advance for your diligent and thoughtful consideration of our offer.

Very Truly Yours,

/s/ Mark Simo

Mark Simo
CEO

EX-99.2 3 v50351exv99w2.htm EX-99.2 exv99w2

Exhibit 2

SCHEDULE 13D


CUSIP No. 685317109		Page 14 of 15 Pages

Confidential

October 29, 2008

Stone Douglass
Ted Roth
David Mitchell
c/o Orange 21, Inc.
2070 Las Palmas Drive
Carlsbad, California 92011

Dear Messrs. Douglass, Roth and Mitchell:

I am writing to follow up on the due diligence data request which you sent to us on October 24, 2008. I have addressed this response to the people who were copied on the initial diligence request, under the assumption that the three of you represent the Board of Directors of Orange 21 (“Board”) as a special committee on matters relating to our proposal dated October 16, 2008. As I stated in the last meeting of the Board on October 22, 2008, I strongly believe that the fiduciary duties of the Board require the formation of such a committee, to be comprised of independent members of the Board. Please confirm that such a committee has been formed or let me know if there are others that I should be addressing on this matter.

With respect to the diligence request itself, please find attached information addressing bullets 1 through 4 of your diligence request. As you noted in your request, bullets 5 through 7 of your request are more appropriate for discussion between the two parties. We have also included a diligence request list that will allow us to continue to work through the structuring of the transaction. While it would be helpful, it is not critical that we receive this information before our next conversation.

We would like to begin those discussions on the remaining diligence items and on our proposal as a whole as soon as possible given the challenging economic environment and our understanding of Orange 21’s financial position. Please let us know if you are available to meet with me and others from No Fear early next week. We are available anytime on Monday and Tuesday, November 3rd or 4th. If we have not heard from you by noon on Friday, October 31, 2008, we intend to file this letter and our subsequent communications with the Securities and Exchange Commission on Schedule 13D and initiate discussions with certain Orange 21 shareholders.

Very Truly Yours,

/s/ Mark Simo

Mark Simo
CEO

EX-99.3 4 v50351exv99w3.htm EX-99.3 exv99w3

Exhibit 3

SCHEDULE 13D


CUSIP No. 685317109		Page 15 of 15 Pages

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: October 31, 2008


NO FEAR, INC.
By:	/s/ Mark Simo
	Name:	Mark Simo
	Title:	Chief Executive Officer

MARK SIMO
By:	/s/ Mark Simo
	Name:	Mark Simo


BRIAN SIMO
By:	/s/ Brian Simo
	Name:	Brian Simo

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