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EX-31.2 - EXHIBIT 31.2 - MOJO Organics, Inc.ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - MOJO Organics, Inc.ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - MOJO Organics, Inc.ex32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 March 31, 2011
   
[   ] 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 Ventures, 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.)

 

836 Grundy Avenue, Holbrook, New York, 11741
(Address of principal executive offices)

 

(631) 750-3195
(Registrant’s telephone number)

 

Mojo Shopping, Inc. - PO Box 778205, Henderson, NV 89077

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

 

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

 

[ ] 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: 52,014,985 as of May 13, 2011.

       

TABLE OF CONTENTS  
  Page

 

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 7
Item 4: Controls and Procedures 8

 

PART II – OTHER INFORMATION

 

Item 1: Legal Proceedings 10
Item 1A: Risk Factors 10
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 3: Defaults Upon Senior Securities 10
Item 4: (Removed and Reserved) 10
Item 5: Other Information 10
Item 6: Exhibits 10
2

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:
F-1 Consolidated Balance Sheets as of March 31, 2011 (unaudited) and September 30, 2010 (derived from audited);
F-2 Consolidated Statements of Operations for the three and six months ended March 31, 2011 and 2010 and period from August 2, 2007 (Inception) to March 31, 2011 (unaudited);
F-3 Statements of Stockholders’ Equity for period from August 2, 2007 (Inception) to March 31, 2011 (unaudited);
F-4 Statements of Cash Flows for the six months ended March 31, 2011 and 2010 and period from August 2, 2007 (Inception) to March 31, 2011 (unaudited);
F-5 Notes to Consolidated 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 interim period ended March 31, 2011 are not necessarily indicative of the results that can be expected for the full year.

3

MOJO VENTURES, INC.

(fka MOJO SHOPPING, INC.) 

(A Development Stage Company) 

Consolidated Balance Sheets

 

ASSETS
  March 31, 2011  September 30, 2010
  (unaudited)  (derived from audited)
CURRENT ASSETS         
Cash and cash equivalents $327  $479
Total Current Assets  327   479
          
SOFTWARE, net  45   71
          
OTHER ASSETS         
Deposits  —     —  
          
TOTAL ASSETS $372  $550
          
CURRENT LIABILITIES         
Accounts payable and accrued expenses $206,701  $148,712
Due to officer  2,759   2,759
          
Total Current Liabilities  209,460   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  113,000   113,000
Additional paid-in capital  (81,400)   (81,400)
Deficit accumulated during the development stage  (240,688)   (182,521)
          
Total Stockholders' Equity (Deficit)  (209,088)   (150,921)
          
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $372  $550

  

The accompanying notes are an integral part of these financial statements.

F-1

MOJO VENTURES, INC.

(fka MOJO SHOPPING, INC.) 

 (A Development Stage Company)

Consolidated Statements of Operations 

(unaudited) 

 

              From Inception
              on August 2,
  For the Three Months Ended  For the Three Months Ended  2007 Through
  March 31,  March 31,  March 31
  2011  2010  2011  2010  2011
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    26    26    203 
General and administrative  20,834    20,138    58,141    22,806    226,826 
                         
Total Operating Expenses  20,847    20,151    58,167    22,832    238,646 
                         
LOSS FROM OPERATIONS  (20,847)   (20,151)   (58,167)   (22,832)   (240,827)
                         
OTHER INCOME  —      —      —      —      139 
                         
Total Other Expenses  —      —      —      —      139 
                         
NET LOSS BEFORE TAXES  (20,847)   (20,151)   (58,167)   (22,832)   (240,688)
                         
Income taxes  —      —      —      —      —   
                         
NET LOSS $(20,847)  $(20,151)  $(58,167)  $(22,832)  $(240,688)
                       
BASIC AND DILUTED LOSS PER COMMON SHARE $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  113,000,000    113,000,000    113,000,000    113,000,000      

 

 

The accompanying notes are an integral part of these financial statements.

F-2

MOJO VENTURES, INC.

(fka MOJO SHOPPING, INC.) 

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit) 

(unaudited)  

  

          Deficit      
          Accumulated    Total 
      Additional   During    Stockholders’ 
  Common Stock   Paid-In   Development    Equity 
  Shares  Amount   Capital  Stage    (Deficit) 
Balance, August 2, 2007 —    $—    $—    $—     $—   
                    
Shares issued at $0.02 per share pursuant to subscription on September 28, 2007 25,000,000   25,000   (5,000)   —      20,000 
                     
Shares issued at $0.005 per share pursuant to Share Purchase Agreement dated August 31, 2007 8,000,000   8,000   (6,400)   —      1,600 
                     
Shares issued at $0.003 per share pursuant to Share Purchase Agreement dated August 31, 2007 80,000,000   80,000   (70,000)   —      10,000 
                     
Net loss from inception through September 30, 2007 —     —     —     (15,083)   (15,083)
                     
Balance, September 30, 2007 113,000,000   113,000   (81,400)   (15,083)   16,517 
                     
Net loss for year ended September 30, 2008 —     —     —     (65,338)   (65,338)
                     
Balance, September 30, 2008 113,000,000   113,000   (81,400)   (80,421)   (48,821)
                     
Net loss for year ended September 30, 2009 —     —     —     (28,519)   (28,519)
                     
Balance, September 30, 2009 113,000,000   113,000   (81,400)   (108,940)   (77,340)
                     
Net loss for year ended September 30, 2010 —     —     —     (73,581)   (73,581)
                     
Balance, September 30, 2010 113,000,000   113,000   (81,400)   (182,521)   (150,921)
                     
Net loss for the six months ended March 31, 2011 —     —     —     (58,167)   (58,167)
                     
Balance, March 31, 2011 113,000,000  $113,000  $(81,400)  $(240,688)  $(209,088)

 

The accompanying notes are an integral part of these financial statements.

F-3

MOJO VENTURES, INC.

(fka MOJO SHOPPING, INC.) 

(A Development Stage Company) 

Consolidated Statements of Cash Flows 

(unaudited) 

 

        From Inception 
        on August 2,
  For the Six Months Ended   2007 Through
  March 31,   March 31,
  2011  2010  2011
OPERATING ACTIVITIES              
               
Net loss $(58,167)  $(22,832)  $(240,688)
Adjustments to Reconcile Net Loss to Net              
Cash Used by Operating Activities:              
Depreciation and amortization  26    26    203 
Changes in operating assets and liabilities:              
Accounts payable and accrued expenses  57,989    22,760    206,701 
               
Net Cash Used in Operating Activities  (152)   (46)   (33,784)
               
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  (152)   (46)   327 
CASH AT BEGINNING OF PERIOD  479    95    —   
               
CASH AT END OF PERIOD $327   $49   $327 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION              
             
CASH PAID FOR:              
               
Interest $—     $—     $—   
Income Taxes $—     $—     $—   

 

The accompanying notes are an integral part of these financial statements.

F-4

MOJO VENTURES, INC.

(fka MOJO SHOPPING, INC.) 

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2011 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 March 31, 2011, 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 periods ended March 31, 2011 and 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 six months ended March 31, 2011.

F-5

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 March 31, 2011, do not bear interest, are unsecured and due upon demand.

 

NOTE 6 – SUBSEQUENT EVENTS

 

On May 13, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Specialty Beverage and Supplement, Inc., a privately held Nevada corporation (“SBSI”) and SBSI Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which SBSI merged with and into Acquisition Sub (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 13, 2011 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing of the Merger an aggregate of 19,552,128 shares of the Company’s common stock were issued to the holders of SBSI’s common stock in exchange for their shares of SBSI.

 

On May 13, 2011, simultaneously with the consummation of the Merger, the Company issued 7,462,857 shares of common stock to retire certain debt in SBSI held by the holders of 9% subordinated convertible debentures. These noteholders contributed financing to SBSI and agreed to convert their debt in SBSI into the Company’s common stock.

 

On May 13, 2011, simultaneously with the consummation of the Merger, in a separate transaction, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with its former Chief Executive Officer and sole director, Ivona Janieszewski. Pursuant to the Purchase Agreement, the Company transferred all of its membership interests in Mojo Shopping, LLC, its wholly owned subsidiary (the “LLC”), to Ms. Janieszewski in exchange for the assumption of account payables that the Company owed to third party creditors in the amount of approximately $200,000, the cancellation of 80,000,000 of her shares of the Company’s common stock, and the cancellation of indebtedness owed by the Company to Ms. Janieszewski in the amount of $2,759. Also, simultaneously with the consummation of the Merger, two minority shareholders cancelled an aggregate of 8,000,000 shares of the Company’s common stock.

 

F-6

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.

4

Company Overview

 

The Company was incorporated in the State of Delaware on August 2, 2007 under the name Mojo Shopping, Inc. for the purpose of developing, promoting, and expanding an online retail business. The Company was in the development stage and was focused on online retailing of products such as furniture, design accessories, art, clothing, music and a variety of environmentally friendly products which are designed to appeal to the tastes of young, socially conscious professionals. The Company generated only nominal revenues in the pursuit of its business plan and lacked the financial resources to maintain operations. The Company searched for investment capital to no avail and decided to seek and investigate alternate business opportunities for its shareholders.

 

On April 28, 2011, the Company filed an amendment to its Certificate of Incorporation in Delaware to (i) change its name from Mojo Shopping, Inc. to Mojo Ventures, Inc. and (ii) to increase the number of its authorized shares from 100,000,000 shares to 200,000,000, consisting of 190,000,000 shares of common stock and 10,000,000 shares of preferred stock.

 

The Company also effectuated a forward stock split in which each shareholder was issued 25 shares of common stock in exchange for each one share of common stock held by them. The forward split was declared effective by the Financial Industry Regulatory Authority (“FINRA”) on May 9, 2011. Immediately prior to the stock split 4,520,000 shares of the Company’s common stock was issued and outstanding and upon the effectiveness of the stock split there was 113,000,000 shares issued and outstanding.

 

On May 13, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Specialty Beverage and Supplement, Inc., a privately held Nevada corporation (“SBSI”) and SBSI Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which SBSI merged with and into Acquisition Sub (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 13, 2011 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing of the Merger an aggregate of 19,552,128 shares of the Company’s common stock were issued to the holders of SBSI’s common stock in exchange for their shares of SBSI.

 

On May 13, 2011, simultaneously with the consummation of the Merger, the Company issued 7,462,857 shares of common stock to retire certain debt in SBSI held by the holders of 9% subordinated convertible debentures. These noteholders contributed financing to SBSI and agreed to convert their debt in SBSI into the Company’s common stock.

 

Upon the closing of the Merger, Ms. Janieszewski resigned as President, Secretary, Chief Executive Officer and Chief Financial Officer of the Company and the sole director of the Company. Peter Scalise III was appointed as Chief Executive Officer and Chairman, Scott Ferrari was appointed President and Chief Operating Officer and Neil Rosenberg was appointed Secretary and Treasurer. Simultaneous with the closing, Peter Scalise, Scott Ferrari, Neil Rosenberg, Duncan Weir and Rich Hall were appointed as directors.

On May 13, 2011, simultaneously with the consummation of the Merger, in a separate transaction, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with its former Chief Executive Officer and sole director, Ms. Janieszewski. Pursuant to the Purchase Agreement, the Company transferred all of its membership interests in Mojo Shopping, LLC, its wholly owned subsidiary (the “LLC”), to Ms. Janieszewski in exchange for the assumption of account payables that the Company owed to third party creditors in the amount of approximately $200,000, the cancellation of 80,000,000 of her shares of the Company’s common stock, and the cancellation of indebtedness owed by the Company to Ms. Janieszewski in the amount of $2,759. Also, simultaneously with the consummation of the Merger, two minority shareholders cancelled an aggregate of 8,000,000 shares of the Company’s common stock.

 

The Company intends to carry on SBSI’s business as its sole line of business. The Company has relocated its executive offices to 836 Grundy Avenue, Holbrook, New York 11741 and its telephone number is (631)-750-3195

 

SBSI was incorporated in the State of Nevada on April 3, 2008. SBSI is currently engaged in the development of beverage products and vitamin supplements, such as energy drinks, sports drinks, wellness beverages, ready to drink (“RTD”) iced teas and vitamin enhanced kids drinks. SBSI is also developing vitamin and supplement lines for the sports, fitness and health industries.

 

Form 10 information concerning SBSI, the Merger and related transactions will be contained in a Current Report on Form 8-K that will be filed within 4 business days of the closing of the Merger.

 

5

Results of Operations for the three and six months ended March 31, 2011 and 2010 and for the Period from August 2, 2007 (Date of Inception) until March 31, 2011

 

We generated no revenues for the three or six months ended March 31, 2011 and 2010, and only $2,447 for the period from August 2, 2007 (Date of Inception) until March 31, 2011.

 

We incurred $20,847 in operating expenses for the three months ended March 31, 2011, as compare with $20,151 in operating expenses for the same period ended March 31, 2010. We incurred $58,167 in operating expenses for the six months ended March 31, 2011, as compare with $22,832 in operating expenses for the same period ended March 31, 2010. For all periods mentioned our operating expenses consisted of general and administrative expenses. Our operating expenses from August 2, 2007 (Date of Inception) until March 31, 2011 were $238,646.

 

We expect that our operating expenses will increase as we are able to locate funds and pursue business operations. Until then, our operating expenses will include general and administrative expenses for accounting fees, legal costs and other miscellaneous items.

 

We had a net loss of $20,847 for the three months ended March 31, 2011, as compared with a net loss of $20,151 for the same period ended March 31, 2010. We had a net loss of $58,167 for the six months ended March 31, 2011, as compared with a net loss of $22,832 for the same period ended March 31, 2010. We have an accumulated net loss of $240,688 from August 2, 2007 (Date of Inception) until March 31, 2011.

 

Liquidity and Capital Resources

 

As of March 31, 2011, we had total current assets of $327, consisting entirely of cash. Our total current liabilities as of March 31, 2011 were $209,460. Thus, we have a working capital deficit of $209,133, as of March 31, 2011.

 

Operating Activities used $33,784 in net cash for the period from August 2, 2007 (Date of Inception) until March 31, 2011. Investing Activities used $248 in cash for the purchase of software during the period from August 2, 2007 (Date of Inception) until March 31, 2011. Financing Activities generated $34,359 in cash during the period from August 2, 2007 (Date of Inception) until March 31, 2011, 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 March 31, 2011, we had $327 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.

6

Off Balance Sheet Arrangements

 

As of March 31, 2011, 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 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

7

Item 4. 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.

 

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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 March 31, 2011 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 March 31, 2011:

 

·    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.

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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 1A:Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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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 Ventures, Inc.
   
Date: May 17, 2011
   
By:  /s/ Peter Scalise III
  Peter Scalise III
Title:     Chief Executive Officer and Director

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