Attached files

file filename
EX-32.1 - EXHIBIT 32.1 - MOJO Organics, Inc.ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - MOJO Organics, Inc.ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - MOJO Organics, Inc.ex31_2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended December 31, 2010
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period from __________ to __________
   
 
Commission File Number: 333-148190

Mojo Shopping, 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.)

PO Box 778205, Henderson, NV 89077
(Address of principal executive offices)

702-349-5750
(Registrant’s telephone number)
 
____________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicated by check mark whether the registrant (1) has filed all reports required to be filed 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer
[ ] Non-accelerated filer
[X] Smaller reporting company
 

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  4,520,000 common shares as of January 25, 2011.
 
 
 
 
 PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements



These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the period ended December 31, 2010 are not necessarily indicative of the results that can be expected for the full year.
 
 
3

MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Balance Sheets
 
ASSETS
December 31,
2010
 
September 30,
2010
 
(unaudited)
  (derived from audited)
CURRENT ASSETS
     
Cash and cash equivalents
$ 369   $ 479
           
Total Current Assets
  369     479
           
SOFTWARE, net
  58     71
           
OTHER ASSETS
         
Deposits
  -     -
           
TOTAL ASSETS
$ 427   $ 550
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
CURRENT LIABILITIES
         
Accounts payable and accrued expenses
$ 185,909   $ 148,712
Due to officer
  2,759     2,759
           
Total Current Liabilities
  188,668     151,471
           
STOCKHOLDERS' EQUITY (DEFICIT)
         
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
  -     -
Common stock, $0.001 par value, 90,000,000 shares authorized, 4,520,000 shares issued and outstanding
  4,520     4,520
Additional paid-in capital
  27,080     27,080
Deficit accumulated during the development stage
  (219,841)     (182,521)
           
Total Stockholders' Equity (Deficit)
  (188,241)     (150,921)
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 427   $ 550
 
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)
 
 
For the Three Months Ended
December 31,
 
From Inception
on August 2,
2007 Through
December 31,
 
2010
 
2009
 
2010
           
REVENUES
$ -   $ -   $ 2,447
COST OF GOODS SOLD
  -     -     4,628
                 
GROSS PROFIT (LOSS)
  -     -     (2,181)
                 
OPERATING EXPENSES
               
Advertising and promotion
  -     -     11,617
Depreciation and amortization
  13     13     190
General and administrative
  37,307     2,668     205,992
                 
Total Operating Expenses
  37,320     2,681     217,799
                 
LOSS FROM OPERATIONS
  (37,320)     (2,681)     (219,980)
                 
OTHER INCOME
  -     -     139
                 
Total Other Expenses
  -     -     139
                 
NET LOSS BEFORE TAXES
  (37,320)     (2,681)     (219,841)
                 
Income taxes
  -     -     -
                 
NET LOSS
$ (37,320)   $ (2,681)   $ (219,841)
BASIC AND DILUTED LOSS PER COMMON SHARE
$ (0.01)   $ (0.00)      
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
  4,520,000     4,520,000      
 
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
(unaudited)
 
 
Common Stock
 
Additional
Paid-In
 
Deficit
Accumulated
During
Development
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
Capital
 
Stage
 
(Deficit)
                   
Balance, August 2, 2007
  -   $ -   $ -   $ -   $ -
                             
Shares issued at $0.02 per share pursuant to subscription on September 28, 2007
  1,000,000     1,000     19,000     -     20,000
                             
Shares issued at $0.005 per share pursuant to Share Purchase Agreement dated August 31, 2007
  320,000     320     1,280     -     1,600
                             
Shares issued at $0.003 per share pursuant to Share Purchase Agreement dated August 31, 2007
  3,200,000     3,200     6,800     -     10,000
                             
Net loss from inception through September 30, 2007
  -     -     -     (15,083)     (15,083)
                             
Balance, September 30, 2007
  4,520,000     4,520     27,080     (15,083)     16,517
                             
Net loss for year ended September 30, 2008
  -     -     -     (65,338)     (65,338)
                             
Balance, September 30, 2008
  4,520,000     4,520     27,080     (80,421)     (48,821)
                             
Net loss for year ended September 30, 2009
  -     -     -     (28,519)     (28,519)
                             
Balance, September 30, 2009
  4,520,000     4,520     27,080     (108,940)     (77,340)
                             
Net loss for year ended September 30, 2010
  -     -     -     (73,581)     (73,581)
                             
Balance, September 30, 2010
  4,520,000     4,520     27,080     (182,521)     (150,921)
                             
Net loss for the three months ended December 31, 2010
  -     -     -     (37,320)     (37,320)
                             
Balance, December 31, 2010
  4,520,000   $ 4,520   $ 27,080   $ (219,841)   $ (188,241)
 
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(unaudited)
 
 
For the Three Months Ended
December 31,
 
From Inception
on August 2,
2007 Through
December 31,
 
2010
 
2009
 
2010
           
OPERATING ACTIVITIES
         
 
 
 
 
 
 
Net loss
$ (37,320)   $ (2,681)   $ (219,841)
Adjustments to Reconcile Net Loss to Net
               
Cash Used by Operating Activities:
               
Depreciation and amortization
  13     13     190
Changes in operating assets and liabilities:
               
Accounts payable and accrued expenses
  37,197     2,692     185,909
                 
Net Cash Provided by (Used in) Operating Activities
  (110)     24     (33,742)
                 
INVESTING ACTIVITIES
               
                 
Purchase of software
  -     -     (248)
                 
Net Cash Used in Investing Activities
  -     -     (248)
                 
FINANCING ACTIVITIES
               
                 
Proceeds from sale of common stock
  -     -     31,600
Loans from officer
  -     -     2,759
                 
Net Cash Provided by Financing Activities
  -     -     34,359
                 
NET INCREASE (DECREASE) IN CASH
  (110)     24     369
CASH AT BEGINNING OF PERIOD
  479     95     -
                 
CASH AT END OF PERIOD
$ 369   $ 119   $ 369
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
CASH PAID FOR:
               
                 
Interest
$ -   $ -   $ -
Income Taxes
$ -   $ -   $ -
 
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2010 and September 30, 2010
 
NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2010, and for all periods presented herein, have been made.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2010 audited financial statements.  The results of operations for the period ended December 31, 2010 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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.
 
Recent Accounting Pronouncements
 Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – EQUITY ACTIVITY

The Company did not issue any common or preferred stock during the three months ended December 31, 2010.

MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2010 and September 30, 2010

NOTE 5 – NOTES PAYABLE AND RELATED PARTY PAYABLES

Various expenses of the Company including advertising, promotional expenses, and general and administrative expenses as well as loans for operating purposes have been paid for or made by the officers of the Company. The related party payables total $2,759 at December 31, 2010, do not bear interest, are unsecured and due upon demand.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through January 25, 2011, the date these financial statements were issued, and has determined that there are no material subsequent events to report.
 
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Company Overview

We were incorporated on August 2, 2007, in the state of Delaware for the purpose of developing, promoting, and expanding our online retail business.

Ivona Janieszewski is our President, Secretary, Chief Executive Officer, Chief Financial Officer, and sole director.

At present, we lack the financial resources to operate and have therefore suspended operations indefinitely.  We will need to raise additional funds during the next twelve months in order to resume operations or otherwise execute on our business plan.  In addition, our management will consider other business opportunities should they arise.
 
 
Results of Operations for the three months ended December 31, 2010 and 2009 and for the Period from August 2, 2007 (Date of Inception) until December 31, 2010

We generated $0, $0 and $2,447 of Net Revenue for the three months ended December 31, 2010 and 2009, and for the period from August 2, 2007 (Date of Inception) until December 31, 2010, respectively.  We realized a Net Loss of $37,320, $2,681and $219,841 for the three months ended December 31, 2010 and 2009, and for the period from August 2, 2007 (Date of Inception) until December 31, 2010, respectively.

For the three months ended December 31, 2010 and 2009, and for the period from August 2, 2007 (Date of Inception) until December 31, 2010, we had $0, $0, and $4,628 in Cost of Goods Sold.
The primary Operating Expense for the three months ended December 31, 2010 and 2009 was General and Administrative expenses of $37,307 and $2,668.  The primary Operating Expenses for the period from August 2, 2007 (Date of Inception) until December 31, 2010 were Advertising and Promotion expenses of $11,617 and General and Administrative expenses of $205,992, which expenses were offset by $139 of other income.

Liquidity and Capital Resources

As of December 31, 2010, we had total current assets of $369, consisting entirely of cash. Our total current liabilities as of December 31, 2010 were $188,668.  Thus, we have a working capital deficit of $188,319, as of December 31, 2010.

Operating Activities used $110 in cash for the three months ended December 31, 2010, and generated $24 for the three months ended December 31, 2009.   Operating Activities used $33,742 in net cash for the period from August 2, 2007 (Date of Inception) until December 31, 2010.

Investing Activities neither used nor generated cash for the three month periods ended December 31, 2010, and December 31, 2009.  Investing Activities used $248 in cash for the purchase of software during the period from August 2, 2007 (Date of Inception) until December 31, 2010.

Financing Activities generated no cash for the three month periods ended December 31, 2010 and December 31, 2009. Financing Activities generated $34,359 in cash during the period from August 2, 2007 (Date of Inception) until December 31, 2010, as a result of a private offering of equity securities raising $31,600 and loans from the Company’s sole officer, Ivona Janieszewski, of $2,759.

As of December 31, 2010, we had $369 in cash.  At present, we lack the financial resources to operate and have therefore suspended operations indefinitely.  We will need to raise additional funds during the next twelve months in order to resume operations or otherwise execute on our business plan.  In addition, our management will consider other business opportunities should they arise.
 
Off Balance Sheet Arrangements

As of December 31, 2010, there were no off balance sheet arrangements.
 

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our auditors have indicated that our ability to continue as a going concern is dependent on our obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.
 
In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that will be successful in accomplishing any of our plans.
 
Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
 
Item 4T.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of December 31, 2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2010.
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
 
 
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 
 
 
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
 
 
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Ms. Ivona Janieszewski, our Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting.   Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2010 as the result of a material weakness.   The material weakness results from significant deficiencies in internal control that collectively constitute a material weakness.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.   The Company had the following significant deficiencies at December 31, 2010:
 
·  
The company is effectively insolvent, and only has one employee to oversee bank reconciliations, posting payables, and so forth, so there are no checks and balances on internal controls.

Remediation of Material Weakness

We are unable to remedy our internal controls until we are able to locate another business opportunity, or receive financing to hire additional employees.  At this time, we are effectively not a going concern.

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
 

PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.     Defaults upon Senior Securities

None

Item 4.     [Removed and Reserved]

Item 5.     Other Information

None

Item 6.      Exhibits


 
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 Shopping, Inc.
   
Date:
January 27, 2011
   
 
By:       /s /Ivona Janieszewski                                                                  
             Ivona Janieszewski
Title:    Chief Executive Officer and Director