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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   December 28, 2011

MOJO ORGANICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
333-148190
26-0884348
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification Number)

560 Lexington Ave., 16th Fl.
New York, NY  10022
(Address of principal executive offices, including zip code)

(212) 523-0322
(Registrant’s telephone number, including area code)

Copy to:
Gottbetter & Partners, LLP
488 Madison Ave., 12 th Fl.
New York, NY 10022
Attn: Adam S. Gottbetter, Esq.

Mojo Ventures, Inc.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Our Board of Directors adopted resolutions authorizing an amendment to our Certificate of Incorporation to change our name from Mojo Ventures, Inc. to Mojo Organics, Inc.  As of December 21, 2011, the amendment had been approved by the written consent of stockholders holding a majority of the outstanding shares of our common stock as of the record date.  On December 28, 2011, we filed the amendment with the Secretary of State of the State of Delaware effecting our name change.

We are submitting our name change amendment to FINRA.  At such time as the amendment is authorized by FINRA, our new name will be reflected on FINRA’s OTC Bulletin Board.  We have not asked FINRA to authorize a new trading symbol and our trading symbol will remain “MOJO”.
 
On December 27, 2011, our wholly owned operating subsidiary, Mojo Organics, Inc. changed its name to Mojo Organics Operating Company, Inc.

Item 5.07
Submission of Matters to a Vote of Security Holders

Our Board of Directors adopted resolutions authorizing an amendment to our Certificate of Incorporation, and directed that the same be submitted to our stockholders for approval by written consent in lieu of a special meeting.  The amendment provided that Article I of our Certificate of Incorporation be amended to change our name from Mojo Ventures, Inc. to Mojo Organics, Inc.

As of December 21, 2011, such amendment was duly approved by the written consent of stockholders holding a majority of the outstanding shares of our common stock.  Under Delaware law, no meeting of stockholders was required to approve this amendment.  As of December 21, 2011, holders of record as of December 19, 2011 voting an aggregate of 19,042,494 shares of our common stock (approximately 50.21% of the shares outstanding and entitled to vote as of the record date (net of 22,862,748 shares held in our treasury and not entitled to vote)) approved the amendment by written consent.  As no meeting was held, there were no votes against, nor any abstentions or broker non-votes.

Ite m 7.01
Regulation FD Disclosure

Attached hereto as Exhibit 99.1 is a press releases we issued on January 4, 2012, relating to our name change.

 
 
 

Item 9.01
Financial Statements and Exhibits

(d)  Exhibits

Exhibit
Number
 
Description
     
3.1
   
Certificate of Amendment to Certificate of Incorporation of Mojo Organics, Inc.
       
99.1
 
  
Press Release dated January 4, 2012

[Signature page follows immediately]

 
 
 

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 hereunto duly authorized.

 
Mojo Ventures, Inc.
     
Date:  January 3, 2012
By: 
/s/Glenn Simpson
 
Name: 
Glenn Simpson
 
Title:
Chief Executive Officer
 
 
 
 
 

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MOJO VENTURES, INC.

Under Section 242 of the Delaware General Corporation Law
 
 
Mojo Ventures, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

DOES HEREBY CERTIFY:

FIRST:                 That by unanimous written consent, in lieu of a meeting, of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, as amended to date (the “Amendment”), and declaring that such Amendment is advisable and that such Amendment should be submitted to the stockholders of the Corporation for approval.  The resolution setting forth the proposed Amendment is as follows:

RESOLVED, that Article First of the Certificate of Incorporation of the Corporation be, and it hereby is, amended by changing the name of the Corporation to Mojo Organics, Inc, (the “Amendment”):

First:   The name of the corporation is Mojo Organics, Inc.

SECOND:            Thereafter, pursuant to resolutions of the Corporation’s Board of Directors, the Amendment was submitted to the stockholders of the Corporation for approval by written consent of stockholders in lieu of a meeting, and stockholders holding the necessary number of shares as required by statute consented in writing to the Amendment in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD:                Said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page follows immediately]

 
 
 

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by Glenn Simpson, its Chief Executive Officer, as of this 21st day of December 2011.

 
MOJO VENTURES, INC.
   
 
By:
  
 
Name: Glenn Simpson
 
Title:  Chief Executive Officer

 
 
 
 

EXHIBIT 99.1

MOJO VENTURES INC. ANNOUNCES COMPANY NAME CHANGE TO
MOJO ORGANICS, INC.

New Name Reflects Breadth of Products and Services

NEW YORK – JANUARY 4, 2012 – Mojo Ventures, Inc., (OTCBB: MOJO) (“Mojo” or the “Company”) today announced that it has changed its company name to Mojo Organics, Inc. The goal of the new name is to better reflect the Company’s service offering as a producer and distributor of natural and organic beverages.

“Our new company name reflects Mojo’s position in the organic beverage industry and our dedication to meeting the growing demand for natural and organic products in the consumer marketplace,” said Glenn Simpson, CEO of Mojo Organics, Inc. “Now, to better convey all that we have to offer, we’ve changed our name to Mojo Organics, Inc.”

“Mojo will continue to focus on the development of our Dispensing Cap Technology and Pinch™ low calorie, natural and organic sweetener, as well as other marketing and branding opportunities,” continued Mr. Simpson.
The changes are effective immediately, and all future business activity will be undertaken with the new name. The Company’s stock will continue trading under the “MOJO” ticker symbol on the OTC Bulletin Board (OTCBB) system.

About Mojo Organics, Inc.
Based in New York, Mojo Organics, Inc. engages in the production, distribution, and marketing of natural and organic beverages. The company’s core objective is to promote a healthy and affordable lifestyle for children and adults alike. Mojo has developed a patent-pending bottle cap dispenser that adds nutrients and flavors to beverages at the time of consumption, a technology that ensures full potency of the nutrients. It can also be customized for countless co-branding and segments. Mojo has also developed Pinch™, an organic sweetener which is a replacement for natural and added sugar in beverages, resulting in a low calorie, healthy beverage. Mojo believes that it is well positioned for rapid growth in the fast moving consumer goods market.

Forward-Looking Statements
Certain statements in this news release are forward-looking statements. These statements are subject to risks and uncertainties.  Words such as "expects", "intends", "plans", "proposes", "may", "could", "should", "anticipates", "estimates", "likely", "possible", "potential", "believes" and words of similar import also identify forward-looking statements.  Forward-looking statements are based on current facts and analyses and other information and assumptions of management.  There can be no assurance that the Dispensing Cap Technology and Pinch™ sweetener will be successfully developed and marketed.  Actual results may differ materially from those currently anticipated due to a number of factors beyond the reasonable control of the Company, including, but not limited to, the Company’s ability to establish the technical and managerial infrastructure, and to raise the required capital, to successfully develop and market its planned products, as well as future economic conditions and competition.  Additional information on risks and other factors that may affect the business and financial results of the Company can be found in filings of the Company with the U.S. Securities and Exchange Commission.  The Company disclaims any obligation to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise, other than as expressly required by applicable securities laws.