Exhibit 3.9
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: September 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 000-55269
MOJO Organics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-0884348 | |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
185 Hudson Street, Floor 25 Jersey City, New Jersey |
07302 | |
| (Address of principal executive offices) | (Postal Code) |
Registrant’s telephone number: 929 264 7944
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| Non-Accelerated Filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☒
On September 30, 2021, there were 30,809,080 shares of the registrant’s common stock, par value $0.001, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| i |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
MOJO ORGANICS, INC.
Condensed Balance Sheets (Unaudited)
As of September 30, 2021 and December 31, 2020
The accompanying notes are an integral part of these financial statements.
| 1 |
MOJO ORGANICS, INC.
Condensed Statements of Operations (Unaudited)
For the Three Months Ended September 30, 2021 and 2020
| 2021 | 2020 | |||||||
| Revenue | $ | 477,013 | $ | 572,620 | ||||
| Cost of Revenue | 255,266 | 302,817 | ||||||
| Gross Profit | 221,747 | 269,803 | ||||||
| Operating Expenses | ||||||||
| Selling, general and administrative | 223,571 | 226,798 | ||||||
| Income/(Loss) from Operations | (1,824 | ) | 43,005 | |||||
| Other Income | - | - | ||||||
| Income/(Loss) Before Provision for Income Taxes | (1,824 | ) | 43,005 | |||||
| Benefit/(Provision) for Income Taxes | - | 1,994 | ||||||
| Net Income/(Loss) | $ | (1,824 | ) | $ | 44,999 | |||
| Net Income/(Loss) per common share, basic and diluted | $ | 0.00 | $ | 0.00 | ||||
| Weighted average number of common shares outstanding, basic and diluted | 32,000,552 | 30,248,473 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 2 |
MOJO ORGANICS, INC.
Condensed Statements of Operations (Unaudited)
For the Nine Months Ended September 30, 2021 and 2020
| 2021 | 2020 | |||||||
| Revenue | $ | 1,495,058 | $ | 1,450,587 | ||||
| Cost of Revenue | 793,234 | 749,278 | ||||||
| Gross Profit | 701,824 | 701,309 | ||||||
| Operating Expenses | ||||||||
| Selling, general and administrative | 645,341 | 710,432 | ||||||
| Income/(Loss) from Operations | 56,483 | (9,123 | ) | |||||
| Other Income | 35,508 | 2,220 | ||||||
| Income/(Loss) Before Provision for Income Taxes | 91,991 | (6,903 | ) | |||||
| Provision for Income Taxes | - | - | ||||||
| Net Income/(Loss) | $ | 91,991 | $ | (6,903 | ) | |||
| Net Income/(Loss) per common share, basic and diluted | $ | 0.00 | $ | 0.00 | ||||
| Weighted average number of common shares outstanding, basic and diluted | 31,078,770 | 29,877,895 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 3 |
MOJO ORGANICS, INC.
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2021 and 2020
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income/(loss) | $ | 91,991 | $ | (6,903 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock issued to directors and employees | 147,656 | 140,936 | ||||||
| SBA Loan Forgiveness | (35,508 | ) | - | |||||
| Changes in assets and liabilities: | ||||||||
| Increase in accounts receivable | (61,351 | ) | (102,060 | ) | ||||
| Increase in inventory | (171,902 | ) | (42,934 | ) | ||||
| Decrease/(Increase) in supplier deposits | 8,000 | (461 | ) | |||||
| Decrease/(Increase) in prepaid expenses and security deposit | 6,679 | (3,005 | ) | |||||
| Increase/(Decrease) in accounts payable and accrued expenses | 112,287 | (43,271 | ) | |||||
| Increase/(Decrease) in accrued payroll to officers | - | 3,128 | ||||||
| Net cash provided by/(used in) operating activities | 97,852 | (54,570 | ) | |||||
| Net cash provided by/ (used in) financing activities: | ||||||||
| Proceeds from SBA Loan | - | 35,508 | ||||||
| Shares repurchased for cancellation | (102,316 | ) | (5,250 | ) | ||||
| Net cash provided by/ (used in) financing activities | (102,316 | ) | 30,258 | |||||
| Net (decrease)/increase in cash and cash equivalents | (4,464 | ) | (24,312 | ) | ||||
| Cash and cash equivalents at beginning of period | 50,233 | 55,978 | ||||||
| Cash and cash equivalents at end of periods | $ | 45,769 | $ | 31,666 | ||||
Summary of non-cash investing and financing activity: During the nine-month period ended September 30, 2021 the Company issued a total of 929,666 Restricted and Non-Trading shares with an implied value of $147,656 to directors and officers to settle obligations payable.
The accompanying notes are an integral part of these financial statements.
| 4 |
MOJO ORGANICS, INC.
Condensed Statements of Changes in Stockholders’ Equity (Unaudited)
For the Nine Months Ended September 30, 2021
| Common Stock | Additional Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2020 | 30,610,240 | $ | 30,610 | $ | 23,649,640 | $ | (23,430,337 | ) | $ | 249,913 | ||||||||||
| Stock issued to Directors and employees | 929,666 | 930 | 146,726 | - | 147,656 | |||||||||||||||
| Stock repurchased and returned to Treasury | (730,826 | ) | (731 | ) | (101,585 | ) | - | (102,316 | ) | |||||||||||
| Net Income | - | - | - | 91,991 | 91,991 | |||||||||||||||
| Balance, September 30, 2021 | 30,809,080 | $ | 30,809 | $ | 23,694,781 | $ | (23,338,346 | ) | $ | 387,244 | ||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
MOJO ORGANICS, INC.
Notes to Condensed Financial Statements (Unaudited)
September 30, 2021
NOTE 1 – BUSINESS
Overview
MOJO Organics, Inc. (“MOJO” or the “Company”) is a Delaware Corporation headquartered in Jersey City, NJ. The Company engages in new product development, production, marketing, distribution and sales of beverage brands that are Non-GMO Project Verified and USDA Organic.
The Company’s flagship product is MOJO Coconut Water. In addition to Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice, Coconut Water + Pineapple Juice and Organic Coconut Water. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and broker network, and new products and packaging. The company packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil-based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.
CURRENT OPERATIONS
Sales and Distribution
The Company’s flagship product is MOJO Coconut Water. In addition to Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice, Coconut Water + Pineapple Juice, and Organic Coconut Water. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and broker network, and new products and packaging. The company packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil-based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.
Production
The Company has multiple sources for its production. The Company’s fruit sources are of high quality. The fruit is part of the overall taste and quality of our products. Currently, the Company has multiple production facilities that it could source products from, each of the facilities could supply our forecasted demand.
Competition
The beverage industry is competitive. Competitors in our market compete for brand recognition, ingredient sourcing, product shelf space, and e-commerce page rankings. Our competitors have similar distribution channels and retailers to deliver and sell their products.
Government Regulation
Within the United States, beverages are governed by the U.S. Food and Drug Administration (the “FDA”). As such, it is necessary for the Company to establish, maintain and make available for inspection records as well as to develop labels (including nutrition information) that meet FDA requirements. The Company’s production facilities are subject to FDA regulation.
| 6 |
Employees
As of September 30, 2021, the Company has two employees. The Company also uses the services of contractors, consultants and other third-parties. We contract with food brokers to represent our products to specific specialized sales channels. We utilize the services of direct sales and distribution companies that deliver and sell our products to their customers. We contract with manufacturing facilities to produce our products and outsource the storage and transportation of our products.
CORPORATE HISTORY AND DEVELOPMENT
The Company was incorporated in 2007 and began producing MOJO branded products in 2016. MOJO Organics Inc is headquartered in Jersey City, New Jersey and our internet site is www.MojoOrganicsInc.com. MOJO’s stock is traded on the OTC Markets under the symbol MOJO.
Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of September 30, 2021, and September 30, 2020, the Company did not have any cash equivalents.
| 7 |
Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of September 30, 2021 and 2020 was zero.
Inventory
Inventory, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”). If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost. There were no such adjustments in 2021 or 2020.
Revenue Recognition
Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers. The Company’s products are sold on cash and credit terms which are established in accordance with standardized industry practices and typically require payment within 30 days of delivery. Costs incurred for sales incentives and discounts are accounted for as reductions in revenue.
Deductions from Revenue
Costs incurred for sales incentives and discounts are accounted for as reductions in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf space.
Shipping and Handling Costs
Shipping and Handling Costs incurred to move finished goods from our distribution center to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.
Net Income/(Loss) Per Common Share
The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.
The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net income/(loss) per common share:
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| Expiration | Days to | Exercise | As of September 30 | |||||||||||||||||
| Issued To | Date | Expiration | Price | 2021 | 2020 | |||||||||||||||
|
Shares underlying options outstanding |
Glenn Simpson | 4/6/2024 | 918 | $ | 0.16 | 318,108 | 505,608 | |||||||||||||
| 8 |
Income Taxes
The Net Operating Loss Carryforwards for federal taxes was $3,695,829 at September 30, 2021 and $3,695,829 for the State of New Jersey. The Deferred Tax Assets for federal taxes was $776,124 at September 30, 2021 and $332,625 for the State of New Jersey. The total Deferred Tax Assets was $1,108,749 at September 30, 2021. The Deferred Tax assets have been fully reserved by valuation allowances beyond that portion which is expected to offset current taxes. As of September 30, 2021, the Company’s Federal income tax payable at the corporate tax rate of 21% would be $50,326 and State Income Tax payable at 9% tax rate would be $21,568 if this had not been offset by the deferred tax assets.
The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company did not have a deferred tax liability at September 30, 2021 and September 30, 2020.
As of September 30, 2021 and September 30, 2020, the Company had no accrued interest or penalties because there were none. The Company had no Federal or State tax examinations in the past nor does it have any at the current time.
Stock-Based Compensation
The Company accounts for equity based transactions under the provisions of ASC Topic 718, “Accounting for Stock-Based Compensation”. The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.
Share based payment awards are measured at the month-end volume weighted average price (VWAP) of the equity instrument that an entity is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
Fair value of financial instruments
The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term nature.
| 9 |
NOTE 3 – COMMITMENTS AND CONTINGENCIES
Employment Agreements
Pursuant to the Amended and Restated Employment Agreement (“the Agreement”) dated April 6, 2017 date, Mr. Simpson is paid a salary of $5,000 per month in cash and the Company is obligated to grant 67,000 shares of non-trading, restricted Common Stock per month. Additionally, Mr. Simpson is entitled to an annual bonus comprised of cash and non-trading, restricted Common Stock based on the achievement of performance goals established by the Board of Directors of the Company and set forth in the Agreement. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.
The term of the Agreement is through April 1, 2025. In the event that the Agreement is terminated for good reason, the Company shall pay Mr. Simpson any accrued but unpaid salary for services rendered to the date of termination, and an amount equal to the salary at the time of termination, payable for the remainder of the current term. As of September 30, 2021, there are 42 months remaining on the Agreement. The Company’s liability on the remainder of the Agreement is $210,000 for the cash portion of Mr. Simpson’s salary, and 2,814,000 shares of non-trading, restricted Common Stock.
During the nine months ended September 30, 2021, the Mr. Simpson was issued 603,000 Restricted and Non-Trading shares of Common Stock under the terms of the Agreement for the stock portion of his compensation. Refer to Note 4 – Restricted Stock Issuances.
NOTE 4 – STOCKHOLDERS’ EQUITY
In June 2021, the Company decreased its Authorized Shares from 190,000,000 to 40,000,000 shares. Currently, there are 30,809,080 shares outstanding and no other classes of stock. This was a reduction of 150,000,000 in Authorized Shares.
Restricted Stock Issuances
During the nine months ended September 30, 2021, 929,666 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company. These shares have full voting rights but are restricted for sale and transfer.
The CEO exercised options to purchase 187,500 shares at $0.16 per share for a total exercise price of $30,000 which reduced the accrued salary payable to the CEO by the same amount.
The CEO was also issued 603,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his salary.
| 10 |
Advisory Services
On October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from Carricklee House, Strabane, Northern Ireland.
In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue. The stock is vested; however, it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014. Consulting fees amounting to $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock. Throughout the term of the agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same. Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide evidence.
On June 27, 2014, the Company terminated the agreement. Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates listed below. The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate the Thompson Agreement. The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery. (Ian Thompson has not complied with the Company’s demand to have the physical certificates returned.)
SCHEDULE OF CANCELLATION OF SHARES
| Certificates | Registered To | No. of Shares | Status | |||||||||
| 605 | Ian Thompson | 50,000 | Cancelled | |||||||||
| 606 | Ian Thompson | 50,000 | Cancelled | |||||||||
| 607 | Ian Thompson | 50,000 | Cancelled | |||||||||
| 608 | Ian Thompson | 50,000 | Cancelled | |||||||||
| 610 | Ian Thompson | 167,204 | Cancelled | |||||||||
NOTE 5 – STOCK OPTIONS
Stock Option Activity
On September 24, 2021, the Company extended the expiration date of the options granted to Mr. Glenn Simpson from April 6, 2022 to April 6, 2024.
On May 19, 2021, Mr. Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share. The total exercise value was $15,000 and this reduced the accrued salary payable to the CEO by the same amount.
On March 24, 2021, Mr. Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share. The total exercise value was $15,000 and this reduced the accrued salary payable to the CEO by the same amount.
The following table summarizes stock option activity under the Plans:
SCHEDULE OF STOCK OPTIONS ACTIVITY
| Issued To |
Expiration Date |
Days to Expiration | Exercise Price | Options | ||||||||||||
| Outstanding, December 31, 2020 | Glenn Simpson | 4/6/2024 | 918 | $ | 0.16 | 505,608 | ||||||||||
| Exercised | Glenn Simpson | 4/6/2024 | 918 | $ | 0.16 | (187,500 | ) | |||||||||
| Exercisable, September 30, 2021 | Glenn Simpson | 4/6/2024 | 918 | $ | 0.16 | 318,108 | ||||||||||
During the nine months ended September 30, 2021 and 2020, compensation expense related to stock options was $0. As of September 30, 2021, there was no unrecognized compensation cost related to non-vested stock options.
NOTE 6 – RELATED PARTY TRANSACTIONS
On May 19, 2021 the CEO of the Company exercised 93,750 stock options at an exercise price of $0.16. The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $15,000.
On March 24, 2021 the CEO of the Company exercised 93,750 stock options at an exercise price of $0.16. The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $15,000.
NOTE 7 – SBA LOANS “CARES ACT”
On May 5, 2020, the Company received loan proceeds in the amount of $35,508 under the Paycheck Protection Program (“PPP”). On December 18, 2020, the Company applied for the loan forgiveness for the loan proceeds amounting $35,508 under the Paycheck Protection Program. The Company received the loan forgiveness decision from the SBA in January 2021. The full amount of the loan proceeds amounting $35,508 was forgiven.
| 11 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. MD&A is organized as follows:
| ● | Significant Accounting Policies — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. | |
| ● | Results of Operations — Analysis of our financial results comparing the quarter ended September 30, 2021 to 2020. | |
| ● | Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity. |
This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this annual report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Significant Accounting Policies
We have prepared our financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base these significant judgments and estimates on historical experience and other applicable assumptions we believe to be reasonable based upon information presently available. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Actual results could materially differ from our estimates under different assumptions, judgments or conditions.
All of our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our critical accounting policies and estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions, judgments or conditions.
We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:
Use of Estimates — The financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments — Our short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily of instruments without extended maturities. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.
| 12 |
COMPANY OVERVIEW
MOJO Organics, Inc. (“MOJO” or the “Company”) is a Delaware corporation headquartered in Jersey City, NJ. The Company engages in new product development, production, marketing, distribution and sales of beverage brands that are natural, Non-GMO Project verified, and USDA Organic. The Company’s flagship product is MOJO Coconut Water. In addition to Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice, Coconut Water + Pineapple Juice and Organic Coconut Water. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and improved broker network, and new products and packaging in 2021. The company predominantly packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil-based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.
Results of Operations
Three Months Ended September 30, 2021 and 2020
Revenue
For the three months ended September 30, 2021, the Company reported revenue of $477,013 a decrease of $95,607 from revenue of $572,620 for the three months ended September 30, 2020. The decrease in revenue was primarily due to the lower sales of the MOJO branded products compared to the same period last year.
Cost of Revenue
Cost of revenue includes finished goods purchase costs, production costs, raw material costs and freight in costs. Also included in cost of revenue are adjustments made to inventory carrying amounts, including markdowns to market.
For the three months ended September 30, 2021, cost of revenue was $255,266 or 54% of revenue. For the three months ended September 30, 2020, cost of revenue was $302,817 or 53% of revenue. The 1% increase in cost of revenue was primarily due to higher ocean freight costs compared to the same period last year.
Operating Expenses
For the three months ended September 30, 2021, selling, general and administrative expenses was $223,571 a decrease of $3,227 from the three months ended September 30, 2020 of $226,798.
This decrease in operating expenses was primarily due to lower office expenses coupled with a decrease in professional fees and marketing expenses. This decrease is offset by an increase in compensation expense. Office expenses decreased by $7,366 and professional fees decreased by $2,233 compared to the same period last year. Marketing expenses also decreased by $3,374 compared to the same period last year. Compensation expense for the three months ended September 30, 2021 increased by $9,140 for the three months ended September 30, 2020.
| 13 |
Nine Months Ended September 30, 2021 and 2020
Revenue
For the nine months ended September 30, 2021, the Company reported revenue of $1,495,058 an increase from revenue of $1,450,587 for the nine months ended September 30, 2020. The increase in revenue was primarily due to the strong sales for the MOJO Organic Coconut Water 1Liter product.
Cost of Revenue
Cost of revenue includes finished goods purchase costs, production costs, raw material costs and freight in costs. Also included in cost of revenue are adjustments made to inventory carrying amounts, including markdowns to market.
For the nine months ended September 30, 2021, cost of revenue was $793,234 or 53% of revenue. For the nine months ended September 30, 2020, cost of revenue was $749,278 or 52% of revenue. The 1% increase in cost of revenue was due to higher costs of ocean freight compared to the same period last year.
Operating Expenses
For the nine months ended September 30, 2021, selling, general and administrative expenses was $645,341 a decrease of $65,091 from the nine months ended September 30, 2020 of $710,432.
This decrease in operating expenses was primarily due to lower selling expenses and professional fees. Office expenses and marketing fees also decreased compared to the same period last year. Selling expenses decreased by $20,759 compared while professional fees decreased by $16,533 compared to the quarter ended September 30, 2020. Office expenses amounted to $17,230 for the nine months ended September 30, 2021 compared to $26,486 for the nine months ended September 30, 2021. Marketing fees decreased by $6,002 compared to the same period last year.
Net Income
For the nine months ended September 30, 2021, the net income was $91,991, a $98,894 improvement from a net loss of ($6,903) for the nine months ended September 30, 2020.
Liquidity and Capital Resources
Liquidity
As of September 30, 2021, the Company had working capital of $387,244. Net cash provided by operating activities was $97,852 for the nine months ended September 30, 2021, compared to net cash used in operating activities for the nine months ended September 30, 2020 of $54,570. Net cash used in financing activities was $102,316 for the nine months ended September 30, 2021 compared to net cash provided by financing activities of $30,258 for the nine months ended September 30, 2020. Net cash was used in financing activities to repurchase MOJO Restricted Common Stock for the nine months ended September 30, 2021.
Working Capital Needs
Our working capital requirements increase as demand grows for our products. During 2021 and 2020, the Company did not require additional funding. If the Company requires additional working capital during the next twelve months,
it may seek to raise additional funds. Financing transactions may include the issuance of equity, debt securities and obtaining credit facilities.
OFF BALANCE SHEET ARRANGEMENTS
None
| 14 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Under the supervision and with the participation of the Company’s senior management, consisting of the Company’s principal executive and financial officer and the Company’s principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company’s principal executive and financial officer concluded, as of the Evaluation Date, that the Company’s disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
The management of MOJO Organics, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f)) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this evaluation, our officers concluded that, during the period covered by this annual report, our internal controls over financial reporting were not operating effectively.
As previously reported, the Company does not have an audit committee and is not currently obligated to have one. Management does not believe that the lack of an audit committee is a material weakness.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| 15 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against the Company in all material aspects. We could from time to time become a party to various legal or administrative proceedings arising in the course of our business.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.
If we are unable to expand our operations in the marketplace, our growth rate could be negatively affected.
Our success depends in part on our ability to grow our business. We have adopted and implemented a strategic plan to increase awareness of our products, secure additional distribution channels, and foster and strengthen our supply, manufacturing and distribution relationships. Our strategic plan includes addressing changes in the market. There can be no assurance that we will achieve the growth necessary to achieve our objectives.
We could need additional capital in the future to expand our operations and execute our business objectives.
Should we need additional capital to expand our operations, financing transactions may include the issuance of equity, debt securities, and credit facilities.
The challenges of competing with other beverage companies could result in reductions to our revenue and operating margins.
The nonalcoholic beverage segment of the beverage industry is competitive. We compete with numerous beverage companies, including those marketing similar products. All beverages companies are competing for stomach share on a daily basis which is approximately 64 oz. of fluid per day, per person. Our success depends on our ability to secure distribution channels for our products, our ability to make consumers aware of our products and the appeal of our products to consumers.
Disruption of supply, increases in costs or shortages of ingredients could affect our operating results.
Availability of supply and the prices charged by the producers of production inputs used in our products can be affected by a variety of factors, including the general demand by other buyers for the same fruits used by us in our products, and country politics and country economics in the area in which our fruit is grown.
The quality of fruit we seek trades on a negotiated basis, depending on supply and demand at the time of the purchase. An increase in the price of any fruit that we use in our products will have a negative effect on our margins should we be unable to increase our sales price. Higher energy costs may increase the cost of transporting our supplies. Changes in emission rules for maritime vessels will likely increase costs of shipping our products. Conversely, lower fruit prices and lower energy prices will have a positive result on transport and packaging costs.
| 16 |
We use independent bottlers for the filling of our products and, as such, are subject to the bottler’s production and quality control.
We use independent bottlers for the production of our products. Accordingly, we are dependent on the bottlers and their ability to meet production demands and to achieve product quality. We play an active role in the production of our beverages, which includes but is not limited to developing our formulations, maintaining control over the labeling and packaging of our beverages, independent Underwriters Laboratories testing of our products for safety, and packaging and function of our packaging and correct FDA labeling. We also review and monitor the safety certifications of the factories including their status with the United States Food and Drug Administration. We also inspect the warehouses that our products are stored in, and monitor the trucking companies that deliver our goods.
Litigation and publicity concerning food quality, health claims, and other issues could expose us to significant liabilities.
The packaged food industry can be adversely affected by litigation and complaints from customers and government authorities resulting from product quality, health claims, allergens, illness, and injury. Adverse publicity about these allegations may negatively affect the Company, regardless of whether the allegations are true. In addition, the food industry has been subject to a number of claims based on the nutritional content of food products they sell, and disclosure and advertising practices. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot predict the ultimate outcome of any such proceedings. An unfavorable outcome will have an adverse impact on our business. In addition, any litigation or regulatory proceedings may result in substantial costs.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.
For the period January 1, 2020 to September 30, 2021, the following table sets forth the high and low closing bid prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
| High | Low | VWAP* | Shares Traded | |||||||||||||
| Third Quarter 2021 | $ | 0.18 | $ | 0.10 | $ | 0.15 | 133,304 | |||||||||
| Second Quarter 2021 | $ | 0.21 | $ | 0.13 | $ | 0.16 | 500,436 | |||||||||
| First Quarter 2021 | $ | 1.00 | $ | 0.07 | $ | 0.21 | 1,465,729 | |||||||||
| Fourth Quarter 2020 | $ | 0.19 | $ | 0.07 | $ | 0.10 | 518,513 | |||||||||
| Third Quarter 2020 | $ | 0.17 | $ | 0.06 | $ | 0.10 | 484,154 | |||||||||
| Second Quarter 2020 | $ | 0.20 | $ | 0.07 | $ | 0.12 | 471,884 | |||||||||
| First Quarter 2020 | $ | 0.29 | $ | 0.06 | $ | 0.19 | 133,688 | |||||||||
*Volume weighted average shares
| 17 |
Holders
As of September 30, 2021, there were 30,809,080 shares issued and outstanding. There were 948 shareholders of record.
Dividends
The Company has not declared a cash dividend with respect to its Common Stock. Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors.
Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities
There were no sales of unregistered securities during the nine months ended September 30, 2021 and 2020.
Issuer Purchases of Equity Securities
During the quarter ended September 30, 2021, the Company repurchased 730,826 shares of MOJO Restricted Common Stock from shareholders at a cost of $102,316. The shares were cancelled.
During the quarter ended December 31, 2020, the Company repurchased 100,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $9,800. The shares were cancelled.
During the quarter ended March 31, 2020, the Company repurchased 25,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $5,250. The shares were cancelled.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable
| 18 |
PART III
ITEM 7. DIRECTORS, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE
Executive Officer and Directors
Below are the names and certain information regarding our current executive officer and directors:
| Name | Age | Title | Appointed | |||
| Glenn Simpson | 69 | Chairman and CEO | October 27, 2011 | |||
| Jeffrey Devlin | 74 | Director | January 27, 2012 |
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Biographical information of each current officer and director is set forth below.
Glenn Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Simpson joined the Company in October 2011. He has extensive experience in the beverage industry. Mr. Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers, Inc. in Uzbekistan from 1995 to 2000. His primary responsibilities included corporate strategy, supervision of bottling and distribution operations and facilities construction. His accomplishments included growing revenues from a base at $4 million to over $160 million annually. The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth. From 2009 to 2011, Mr. Simpson was engaged in beverage projects on a consulting basis in Russia and Afghanistan. Mr. Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.
Jeffrey Devlin has served on the Board of Directors of the Company since January 2012. Mr. Devlin has over 35 years of advertising and business development experience. Mr. Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte Consulting LLP. He has held various other executive and creative positions over the course of his advertising career, including launching the introduction of Diet Coke for The Coca-Cola Company. Mr. Devlin currently serves on the board of directors of a number of private organizations, as well as on the board of directors of Location Based Technologies, Inc., a publicly traded company. Mr. Devlin received a Bachelor’s degree from Bethel University.
| 19 |
Board Committees
The Company has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our two directors perform all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.
Shareholder Communications
Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.
Code of Ethics
We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street, Floor 25, Jersey City, New Jersey 07302.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the nine months ended September 30, 2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
| 20 |
ITEM 8. EXECUTIVE COMPENSATION
The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules).
| Name and Principal Position |
Jan 1 to Sept 30 |
Salary | ||||||
| Glenn Simpson, Chairman & CEO | 2021 | $ | 142,552 | (1) | ||||
| 2020 | $ | 129,755 | (1) | |||||
The Summary Compensation Table omits columns for Option Awards, Non-Equity Incentive Plan Compensation, Non-Qualified Deferred Compensation Earnings and All Other Compensation as no such amounts were paid to the named executive officers during the nine months ended September 30, 2021 or 2020.
(1) Pursuant his employment agreement (the “Simpson Agreement”), Mr. Simpson is paid a salary of $5,000 per month in cash and the Company is obligated to grant Mr. Simpson 67,000 shares of non-trading, restricted Common Stock per month. Pursuant to this agreement, Mr. Simpson is also entitled to an annual bonus comprised of cash and non-trading, restricted Common shares based on performance goals established by the Board of Directors of the Company. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.
During the nine months ended September 30, 2021, 603,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the stock portion of his compensation. During the first quarter of 2021, Mr. Simpson exercised stock options to purchase 93,750 non-trading, restricted shares at $0.16 per share and the total exercise price of $15,000 reduced the accrued salary owed to him. During the second quarter of 2021, Mr. Simpson exercised stock options to purchase 93,750 non-trading, restricted shares at $0.16 per share and the total exercise price of $15,000 reduced the accrued salary owed to him.
During the nine months ended September 30, 2020, 603,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the stock portion of his compensation. During the first nine months of 2020, Mr. Simpson exercised stock options to purchase 156,250 non-trading, restricted shares at $0.16 per share and the total exercise price of $25,000 reduced the accrued salary owed to him.
Outstanding Option Awards at September 30
The following table sets forth information regarding stock options held by executive officers at September 30.
|
Common stock underlying |
Option awards | |||||||||||
| Name | Year |
exercisable options |
Expiration date | Exercise price | ||||||||
| Glenn Simpson | 2021 | 318,108 | 4/6/2024 | $ | 0.16 | |||||||
| 2020 | 505,608 | 4/6/2024 | $ | 0.16 | ||||||||
On September 24, 2021, the Company extended the expiration date of the options granted to Mr. Glenn Simpson from expiring an April 6, 2022 to April 6, 2024.
Option Exercises in 2021 and 2020
On May 19, 2021, Mr. Simpson exercised options to purchase 93,750 Restricted and Non-Trading shares at $0.16 per share. The total exercise value was $15,000 and this reduced the accrued salary payable to the CEO to $0.
On March 24, 2021, Mr. Simpson exercised options to purchase 93,750 Restricted and Non-Trading shares at $0.16 per share. The total exercise value was $15,000 and this reduced the accrued salary payable to the CEO to $0.
On March 6, 2020, Mr. Simpson exercised options to purchase 62,500 Restricted and Non-Trading shares at $0.16 per share. The total exercise value was $10,000 and this reduced the accrued salary payable to the CEO to $0.
On January 14, 2020, Mr. Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share. The total exercise value was $15,000 and this reduced the accrued salary payable to the CEO by the same amount.
| 21 |
Director Compensation
The non-employee directors did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments. Board members are not reimbursed for expenses incurred in connection with attending meetings. During the nine months ended September 30, 2021, there were no arrangements that resulted in our making payments to any of our non-employee directors for any services provided to us by them as directors.
ITEM 9. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of September 30, 2021 by:
| ● | each director; | |
| ● | each named executive officer; and | |
| ● | all directors and executive officers as a group. |
Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared with a spouse.
| Name | Shares | Options | Strike Price | Expiration Date | Percent of Common Stock and Options (1) | |||||||||||||
| Glenn Simpson | 12,578,676 | 41% | ||||||||||||||||
| Glenn Simpson | 318,108 | $ | 0.16 | 4/6/2024 | 1% | |||||||||||||
| Total – Glenn Simpson | 12,578,676 | 318,108 | 42% | |||||||||||||||
| Chairman and CEO | ||||||||||||||||||
| Diane Cudia | 490,833 | 2% | ||||||||||||||||
| Corporate Controller | ||||||||||||||||||
| Jeffrey Devlin | 531,286 | 2% | ||||||||||||||||
| Director | ||||||||||||||||||
| All Officers and Directors as a group (3 persons) | 13,600,795 | 318,108 | 46% | |||||||||||||||
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options currently exercisable or convertible, or exercisable or convertible within 60 days of September 30, 2021 are deemed outstanding for computing the percentage of the person holding such option but are not deemed outstanding for computing the percentage of any other person. |
| 22 |
PART IV
ITEM 10. EXHIBITS
Financial Statement Schedules
The financial statements of MOJO Organics, Inc. are listed on the Index to Financial Statements on this quarterly report on Form 10-Q beginning on page F-1.
The following Exhibits are being filed with this Quarterly Report on Form 10-Q:
| 23 |
| (1) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011. |
| (2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011. |
| (3) | Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007. |
| (4) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011. |
| (5) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012. |
| (6) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011. |
| (7) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 12, 2011. |
| (8) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 8, 2011. |
| (9) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013. |
| (10) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on June 25, 2013. |
| (11) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013. |
| (12) | Incorporated by reference to the Registrant’s Current Report on Form 8-K/A as an exhibit, numbered as indicated above, filed with the SEC on February 7, 2013. Portions of the exhibit and/or related schedules or exhibits thereto have been omitted pursuant to a request for confidential treatment, which has been granted by the Commission. |
| (13) | Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013. |
| (14) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on April 16, 2014. |
| (15) | Incorporated by reference to the Registrant’s Annual Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on October 2, 2014. |
| (16) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 23, 2015. |
| (17) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on December 9, 2015. |
| (18) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on December 15, 2015. |
| (19) | Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 19, 2016. |
| 24 |
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MOJO ORGANICS, INC. | ||
| Dated: November 15, 2021 | By: | /s/ Glenn Simpson |
|
Glenn Simpson Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer) |
||
| 25 |
Exhibit 3.9
Exhibit 31.1
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATIONS
I, Glenn Simpson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MOJO Organics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the issuer is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
| Date: November 15, 2021 | /s/ Glenn Simpson | |
| Name: | Glenn Simpson | |
| Title: |
Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mojo Organics, Inc. (the “Company”) on Form 10-Q for the year ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| Date: November 15, 2021 | /s/ Glenn Simpson | |
| Name: | Glenn Simpson | |
| Title: |
Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) |