UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

For the quarterly period ended June 30, 2011

OR

For the transition period from            to

Commission File Number: 000-51071

ORANGE 21 INC.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required 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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

As of August 8, 2011, there were 12,901,414 shares of Common Stock, par value $0.0001 per share, issued and outstanding.

Explanatory Note

The sole purpose of this Amendment No. 2 to Orange 21 Inc.’s Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2011 and amended on September 2, 2011, is to amend the Form 10-Q as an exhibit-only filing in response to comments received from the staff of the Commission regarding a request for confidential treatment of certain portions of exhibit 10.5 originally filed with the Form 10-Q. This Amendment No. 2 to the Form 10-Q amends and restates the exhibit index included in Part II, Item 6 of the Form 10-Q to include a version of exhibit 10.5 with fewer redactions compared to the exhibit 10.5 filed with Form 10-Q on August 15, 2011.

No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Item 6. Exhibits

See accompanying Exhibit Index included after the signature page to this report.

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SIGNATURES

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, thereunto duly authorized.

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Exhibit Index

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