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: June 30, 2016

 

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		(IRS Employer Identification No.)
incorporation or organization)

 

101 Hudson Street, 21st Floor
Jersey City, New Jersey		07302
(Address of principal executive offices)		(Postal Code)

 

Registrant’s telephone number: 201 633 6519

 

 

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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes  ☐  No  ☒

 

On July 13, 2016, there were 18,273,873 shares of the registrant's common stock, par value $0.001, issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None. 

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Condensed Balance Sheets as of  June 30, 2016 and December 31, 2015	1
	Condensed Statements of Operations for the three months ended June 30, 2016 and June  30, 2015	2
	Condensed Statements of Operations for the six months ended June 30, 2016 and June  30, 2015	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015	4
	Condensed Statement of Changes in Stockholders’ Equity as of June 30,  2016	5
	Notes to the Condensed Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	MINE SAFETY DISCLOSURE	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20
SIGNATURES		22

 

  

MOJO ORGANICS, INC.
Condensed Balance Sheets
As of June 30, 2016 and December 31, 2015
(unaudited)
ASSETS
			June 30, 2016				December 31, 2015
CURRENT ASSETS:
Cash and cash equivalents		$	11,718			$	15,442
Accounts receivable, net			182,258				6,636
Inventory			227,545				33,473
Supplier deposits			53,328				33,835
Prepaid expenses			4,878				10,350
Total Current Assets			479,727				99,736
PROPERTY AND EQUIPMENT, net			745				1,811
Security deposit			3,298				2,778
TOTAL ASSETS		$	483,770			$	104,325
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	63,233			$	16,730
Accrued payroll to related parties			40,678				3,050
Total Current Liabilities			103,911				19,780
Commitments and Contingencies
STOCKHOLDERS'  EQUITY
Preferred stock, 10,000,000 shares authorized at $0.001 par value, no shares issued and outstanding			—				—
Common stock, 190,000,000 shares authorized at $0.001 par value,  18,273,876 and 17,309,590 shares issued and outstanding, at June 30, 2016 and December 31, 2015, respectively			18,274				17,309
Additional paid in capital			21,216,512				20,192,089
Accumulated deficit			(20,854,927	)			(20,124,853	)
Total Stockholders' Equity			379,859				84,545
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	483,770			$	104,325
The accompanying notes are an integral part of these condensed financial statements.

 

MOJO ORGANICS, INC.
Condensed Statements of Operations
For the Three Months Ended June 30, 2016 and 2015
(unaudited)
			2016				2015
Revenue		$	411,803			$	77,721
Cost of Revenue			237,492				124,300
Gross Profit (Loss)			174,311				(46,579	)
Operating Expenses
Selling, general and administrative			522,125				436,886
License settlement			—				(2,253,085	)
Total Operating Expenses			522,125				(1,816,199	)
Income (Loss) from Operations			(347,814	)			1,769,620
Total Other Income (Expense)			(698	)			7,518
Income (Loss) Before Provision for Income Taxes			(348,512	)			1,777,138
Provision for Income Taxes			—				—
Net Income (Loss)		$	(348,512	)		$	1,777,138
Net income (loss) per common share, basic and diluted		$	(0.02	)		$	0.11
Basic and diluted weighted average number of common shares outstanding			18,273,876				16,907,396
The  accompanying notes are an integral part of these condensed financial statements.

 

MOJO ORGANICS, INC.
Condensed Statements of Operations
For the Six Months Ended June 30, 2016 and 2015
(unaudited)
			2016				2015
Revenue		$	662,515			$	146,606
Cost of Revenue			383,626				462,466
Gross Profit (Loss)			278,889				(315,860	)
Operating Expenses
Selling, general and administrative			1,008,265				1,056,830
License Settlement			—				(477,223	)
Total Operating Expenses			1,008,265				579,607
Loss from Operations			(729,376	)			(895,467	)
Total Other Income (expense)			(698	)			921
Loss Before Provision for Income Taxes			(730,074	)			(894,546	)
Provision for Income Taxes			—				—
Net Loss		$	(730,074	)		$	(894,546	)
Net loss per common share, basic and diluted		$	(0.04	)		$	(0.05	)
Basic and diluted weighted average number of common shares outstanding			18,081,565				16,907,396
The  accompanying notes are an integral part of these condensed financial statements.

MOJO ORGANICS, INC.
Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2016 and 2015
(unaudited)
		2016				2015
Cash flows from operating activities:
Net loss		$	(730,074	)		$	(894,546	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			184				725
Accrued payroll to related parties converted to additional paid-in capital			177,000				—
Stock-based compensation - stock options			37,618				38,695
Stock and warrants issued to directors and employees			463,970				625,684
Changes in assets and  liabilities:
Decrease (increase) in accounts receivable			(175,622	)			15,167
Decrease (increase) in inventory			(194,072	)			367,683
Decrease (increase) in supplier deposits			(19,493	)			1,782
Decrease in prepaid expenses			5,472				22,606
Increase (decrease) in accounts payable and accrued expenses			56,165				(484	)
Increase (decrease) in accrued payroll to related parties			37,628				(436,122	)
Net cash used in operating activities			(341,224	)			(258,810	)
Net cash used in investing activities:
Purchase of property and equipment			—				(1,141	)
Net cash used in investing activities			—				(1,141	)
Net cash from financing activities:
Sale of common stock, net			337,500				—
Net cash provided by financing activities			337,500				—
Net increase (decrease) in cash and cash equivalents			(3,724	)			(259,951	)
Cash and cash equivalents at beginning of period			15,442				345,616
Cash and cash equivalents at end of period		$	11,718			$	85,665
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		$	—			$	—
Taxes paid		$	—			$	—
The accompanying notes are an integral part of these condensed financial statements.

 

 

 

MOJO ORGANICS, INC.
Condensed Statements of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2016
(unaudited)
			Common Stock
			Shares				Amount				Additional Paid-In Capital				Accumulated Deficit				Stockholders’ Equity
Balance, December 31, 2015			17,309,590			$	17,309			$	20,192,089			$	(20,124,853	)		$	84,545
Issuance of restricted Common Stock and Warrants:
Private Placement			964,286				965				336,535				—				337,500
Stock based compensation
Stock options			—				—				37,618				—				37,618
Restricted Common Stock vesting			—				—				463,970				—				463,970
Accrued payroll to related parties - forgiven			—				—				177,000				—				177,000
Common Stock payable for commissions			—				—				9,300				—				9,300
Net loss			—				—				—				(730,074	)			(730,074	)
Balance, June 30, 2016			18,273,876			$	18,274			$	21,216,512			$	(20,854,927	)		$	379,859
The accompanying notes are an integral part of these condensed financial statements.

 

MOJO ORGANICS, INC.

Notes to Condensed Financial Statements

June 30, 2016

 

NOTE 1 – BUSINESS

 

Overview

MOJO Organics, Inc. (“MOJO” or the “Company”) was incorporated in the State of Delaware on August 2, 2007. Headquartered in Jersey City, NJ, the Company develops emerging beverage brands that are natural, USDA Organic and Non GMO Project verified. Beginning in December 2015, the Company began selling its line of coconut water beverages.

 

Previously, the Company produced 100% tropical fruit juices under a license branding agreement (the “License Agreement”). The License Agreement was terminated effective September 27, 2015. See Note 5 in the Notes to the Condensed Financial Statements.

 

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 six months ended June 30, 2016 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, 2015 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.

 

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 June 30, 2016 and December 31, 2015 was zero and $3,000, respectively.

 

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value. 

 

Supplier Deposits

Supplier Deposits consist of payments to manufacturers for future production.

 

Property and Equipment and Depreciation

Property and equipment are stated at cost.  Depreciation is computed using the straight line method over the estimated useful life of the respective assets.  Computer equipment is depreciated over a period of 3 to 5 years.  Computer Software is depreciated over a one year period.  Maintenance and repairs are charged to expense when incurred.  When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income.  At June 30, 2016 and December 31, 2015, accumulated depreciation related to property and equipment was $780 and $935, respectively.

 

Revenue Recognition

Revenue from the sale of products is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable and collectability is reasonably assured.

 

Deductions from Revenue

Costs incurred for sales incentives and discounts are accounted for as a reduction 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 sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.

 

Net Loss Per Common Share

The Company computes per share amounts in accordance with the 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 income (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 for the six months ended June 30, 2016 and 2015, as they would have had an anti-dilutive impact on the Company’s net loss per common share:

 

		2016				2015
Shares underlying options outstanding			620,000				830,000
Shares underlying warrants outstanding			3,096,919				1,114,776
Total			3,716,919				1,944,776

 

Start-Up Costs

In accordance with ASC topic 720-15, “Start-Up Costs,” the Company charges all costs associated with its start-up operations to expense as incurred.

 

Income Taxes

The Company provides for income taxes under ASC topic 740, “Income Taxes,” which requires the use of an 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. ASC Topic 740 also requires the reduction of deferred tax assets 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. Tax returns for the years from 2012 to 2015 are subject to examination by tax authorities.

 

The Company recognizes interest and/or penalties related to income tax matters in income tax expense. As of June 30, 2016 and December 31, 2015, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time.

 

Stock-Based Compensation

ASC Topic 718, “Accounting for Stock-Based Compensation” 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. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718.

 

The Company accounts for equity based transactions with non-employees under the provisions of ASC Subtopic 505-50, “Equity-Based Payments to Non-Employees.”  ASC Subtopic 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of (i) common stock issued for payments to non-employees is measured at the market price on the date of grant; (ii) equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize an asset or expense in the same manner as if it is to pay cash or services instead of paying with or using the equity instrument.

 

Fair value of financial instruments

The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses and debt obligations approximate their fair values due to their short-term nature and/or variable interest rates. The Company’s debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value.

 

The Company adopted ASC Topic 820, “Fair Value Measurement,” which established a framework for measuring fair value and expands disclosure about fair value measurements.  ASC Topic 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes the following three levels of inputs that may be used:

 

•

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,, unrestricted assets or liabilities;

 

•

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

•

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2016 or December 31, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2016 or 2015.

 

New Accounting Pronouncements

In May 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, which creates ASC Topic 606, “Revenue from Contracts with Customers”, and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition”, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU 2014-09 supersedes the cost guidance in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts,” and creates new Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” In summary, the core principle of ASC Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. Therefore the amendments in ASU 2014-09 will become effective for us as of the beginning of our 2017 fiscal year. The Company is currently assessing the impact of implementing the new guidance.

 

In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.

 

Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of

management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company adopted SU 2014-15 during the six months ended June 30, 2016.

 

Management does not believe that any other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. 

 

Reclassifications

Certain amounts in the June 30, 2015 Financial Statements have been reclassified to conform to the presentation used in the June 30, 2016 Financial Statements.

 

NOTE 3 – ALLEVIATION OF GOING CONCERN QUALIFICATION

 

The expansion and development of our business has been funded primarily through the sale of Company stock. During the six months ended June 30, 2016, the Company raised $337,500 in a private placement (see Note 6 for further information). As of June 30, 2016, the Company had working capital of $375,816. The Company has received purchase orders to be fulfilled from both new customers and existing customers. As a result, the Company believes it has sufficient cash and revenue commitments to finance its operations over the next twelve month period. We continue to market our products in accordance with our business plan. There can be no assurances, however, that we will be successful in our efforts to generate sufficient revenues through our marketing efforts.

 

NOTE 4 – INVENTORY

 

As of June 30, 2016 and December 31, 2015, inventory consisted of finished goods of $227,545 and $33,473, respectively.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

Employment Agreements

On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Simpson Agreement") with Glenn Simpson pursuant to which Mr. Simpson will continue to act as the Company's CEO and Chairman for a term of five (5) years as extended in consideration of (i) a base salary of $5,000 per month from June 2015 through September 2015 and then increasing to $18,500 per month, (ii) 1,544,737 shares of common stock of the Company to be issued to Mr. Simpson upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Simpson Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement.  The cash bonus is established at 20% of the annual salary. The stock bonus is set at 200,000 shares of Common Stock per year through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Simpson entered into an amendment to the Simpson Agreement increasing the Simpson Shares by 337,500.

On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Spinner Agreement") with Peter Spinner pursuant to which Mr. Spinner will continue to act as the Company's COO for a term of five (5) years as extended in consideration of (i) a base salary of $8,000 per month from June 2015 through September 2015 and then increasing to $16,000 per month, (ii) 252,632 shares of common stock of the Company to be issued to Mr. Spinner upon the Company generating revenue of $3,000,000 during any consecutive twelve month period during the term (the “Spinner Shares”) and (iii) an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Spinner Agreement.  The cash bonus is established at 20% of the annual salary. The stock bonus is set at 375,000 shares of Common Stock per year through December 31, 2018 and 200,000 shares of Common Stock per year from 2019 through December 31, 2021 based upon revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards may be accelerated should revenue exceed the annual target amounts. On December 15, 2015, the Company and Mr. Spinner entered into an amendment to the Spinner Agreement increasing the number of Spinner Shares by 345,000.

 

Lease Commitment

The Company maintains office space in Jersey City, New Jersey. The Company leases the space from a third-party on a month to month basis. Lease expense amounted to $11,309 and $10,060 for the six months ended June 30, 2016 and 2015, respectively.

 

Licensing Agreement

On March 27, 2015, pursuant to the terms of the License Agreement, the Company was provided with written notice of termination effective September 27, 2015. The notice demanded payment by the Company of $2,283,085, comprised of liquidated damages amounting to $1,515,076 and outstanding royalties of $768,009.

 

On May 29, 2015, the liquidating damages and outstanding royalties were settled for $90,000. As a result, the Company reversed the license fees recorded during the six months ended June 30, 2015 of $477,223 and recorded net income amounting to $417,223 for the year ended December 31, 2015.

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The Company has authorized 190,000,000 shares of common stock (“Common Stock”) and 10,000,000 shares of preferred stock (“Preferred Stock”), each having a par value of $0.001.

 

In October 2015, the Company approved the 2015 Incentive Stock Plan, which provides the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock.

 

In March 2013, the Company approved the 2012 Long-Term Incentive Equity Plan (the “2012 Plan”), which provides the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or stock based awards for up to an aggregate of 2,050,000 shares of Common Stock.

 

Private Placement Offerings

On January 20, 2016, the Company approved a subscription agreement (the “2016 Subscription”) whereby 1,428,572 shares of Common Stock were offered to accredited investors for $0.35 per share. For every two shares purchased, the investor received a warrant to acquire one share of Common Stock at an exercise price of $0.70 per share exercisable for a period of two years from the date of issuance representing a potential aggregate of 714,286 shares of Common Stock. The Company issued a total of 964,286 shares of Common Stock and two year purchase warrants to acquire a total 482,143 shares of Common Stock to four accredited investors in consideration of $337,500.

 

In August 2015, the Company entered into a subscription agreement (the “2015 Subscription”) whereby 750,000 shares of Common Stock were sold to an accredited investor for a total of $150,000, along with a purchase warrant for 1,500,000 shares of Common Stock at a price of $0.40 per share. The five year warrant is immediately exercisable.

 

Restricted Stock Compensation

The Company issued shares of restricted Common Stock to certain of its directors, executive officers and employees. Unvested restricted shares are subject to forfeiture. With the exception of 1,726,485 shares issued to employees and directors and 582,626 shares issued to a former director, which vest based upon achieving certain milestones, the Company records compensation expense over the vesting period based upon the fair market value on the date of grant for each share, adjusted for forfeitures.

 

In December 2015, the Company entered into a settlement with a former director of the Company whereby restricted Common Stock amounting to 1,165,251 shares was cancelled. The former director was issued 582,626 shares of restricted Common Stock subject to a lock up legend providing that the Company generate certain minimum revenues and providing for limitations on the amount of Common Stock that the former director can sell per quarter.

 

In June 2015, the Company awarded 2,023,854 shares of Common Stock to its officers and employees. The Company issued 226,485 shares in August 2015, which shares will vest upon the Company reaching a $3,000,000 revenue threshold during any twelve month period. The balance of 1,797,369 shares will be issued and will vest upon the Company reaching a $3,000,000 revenue threshold during any twelve month period. In December 2015, the Company awarded 682,500 shares of Common Stock to its officers and employees. These shares will be issued and will vest upon the Company reaching a $3,000,000 revenue threshold during any twelve month period. See Note 5 to the Notes to the Condensed Financial Statements.

 

A summary of the restricted stock issuances to directors, executive officers and employees is as follows:

 

				Number of Shares				Weighted Average Grant Date Fair Value
	Unvested share balance, January 1, 2015				6,091,992			$	1.07
	Granted				809,111				0.34
	Vested				(1,525,546	)			1.32
	Forfeited				(1,165,251	)			1.40
	Unvested share balance, December 31, 2015				4,210,306			$	0.75
	Granted				—				—
	Vested				(1,827,508	)			1.36
	Forfeited				—				—
	Unvested share balance, June 30, 2016				2,382,798			$	0.22

 

In connection with the issuance of restricted stock, the Company recorded share-based compensation expense of $463,970 and $625,684 for the six months ended June 30, 2016 and 2015, respectively.  As of June 30, 2016, there was $525,058 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation.   Of that amount, $490,426 of unrecognized compensation expense is related to unvested share-based compensation which vests only upon the achievement of certain performance criteria.

 

Stock Warrants

In connection with the 2016 Subscription, warrants to purchase 482,143 shares of Common Stock were issued at a price of $0.70 per share and are exercisable for a period of two years from the date of issuance.

 

Warrants to purchase 1,500,000 shares of Common Stock were issued as part of the 2015 Subscription at a price of $0.40 per share. The warrants are exercisable for five years from the date of issuance.

 

The following table summarizes warrant activity during the period:

		Number of Warrants
Outstanding at January 1, 2015			1,114,776
Issued in connection with the 2015 Subscription			1,500,000
Outstanding at December 31, 2015			2,614,776
Issued in connection with the 2016 Subscription			482,143
Outstanding at June 30, 2016			3,096,919
Exercisable at June 30, 2016			3,096,919

 

Advisory Services

On October 3, 2013, the Company entered into an agreement with Ian Thompson for strategic business advisory services, public relations services and investor relations services. In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock to Ian Thompson and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue; there was no cash payment to Ian Thompson by the Company. The stock is fully vested, however it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock for future services that included, but not limited to strategic business advisory services, public relations services and investor relations services which was to vest in mid-2014. Consulting fees of $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock issued to Ian Thompson.

 

During the term of the agreement, the Company requested 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 failed to provide evidence.

 

On June 27, 2014, by a unanimous written consent of the board of directors, the Company terminated the agreement with Ian Thompson and authorized the cancellation of the 367,204 shares, due to lack of delivery of consideration and material breach of the agreement.  

 

NOTE 7 – STOCK OPTIONS

 

In June 2015, the Company granted a director of the Company stock options to purchase 35,000 shares of Common Stock pursuant to the 2012 Plan. The exercise price is $0.255 per share and the options become exercisable in four equal tranches in December 2015, June 2016, December 2016 and June 2017. They expire in June 2020.

During the six months ended June 30, 2016 and 2015, compensation expense related to stock options of $37,618 and $38,695, respectively, was recorded. As of June 30, 2016, there was $8,809 of total unrecognized compensation cost related to non-vested stock options. That remaining cost is expected to be recognized in 2016 and 2017 in conjunction with the applicable vesting periods.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2016, the Chief Executive Officer (the “CEO”) and the Chief Operating Officer (the “COO”) of the Company forgave unpaid salary due to them of $96,000 and $81,000, respectively. This resulted in an increase to additional paid in capital of $177,000 for the six months ended June 30, 2016.

 

As of June 30, 2016 and December 31, 2015, accrued payroll of $40,678 and $3,050 was payable to the CEO, the COO and Controller (and Principal Accounting Officer) of the Company, respectively.

 

In January 2016, the Company entered into the 2016 Subscription with Wyatts Torch Equity Partners, LP (“Wyatt”) for the sale of 285,714 shares of Common Stock for $100,000 and warrants to purchase 142,857 shares of Common Stock at $0.70 per share. The managing member of Wyatt is the COO of the Company, as well as a Director of the Company. See Note 6 for further discussion.

 

In August 2015, the Company issued its Controller 226,485 shares of Common Stock of the Company in consideration of her previous and continued services as Controller of the Company. These shares will vest upon the Company generating revenue of $3,000,000 during any consecutive twelve month period on or prior to June 26, 2025

 

Also in August 2015, the Company entered into the 2015 Subscription with Wyatt for the sale of 750,000 shares of Common Stock for $150,000 and warrants to purchase 1,500,000 shares of Common Stock at $0.40 per share. See Note 6 for further discussion.

  

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:

 

•

Critical 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 three months ended June 30, 2016 to the three months ended June 30, 2015.

 

•

Results of Operations — Analysis of our financial results comparing the six months ended June 30, 2016 to the six months ended June 30, 2015.

 

•

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.

 

Critical 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.

 

Stock-based Compensation — ASC Topic 718, “Accounting for Stock-Based Compensation” prescribes accounting and reporting standards for all 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. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718. 

 

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing option model to value its stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life.

 

The Company accounts for equity based transactions with non-employees under the provisions of ASC Subtopic 505-50, “Equity-Based Payments to Non-Employees.”  ASC Subtopic 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of (i) common stock issued for payments to non-employees is measured at the market price on the date of grant; (ii) equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize an asset or expense in the same manner as if it is to pay cash or services instead of paying with or using the equity instrument.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company's present or future financial statements.

 

 

COMPANY OVERVIEW

 

Headquartered in Jersey City, New Jersey, the Company engages in product development, production, marketing and distribution of emerging beverage brands that are natural, USDA Organic and non-genetically modified.

 

Results of Operations

 

Three Months Ended June 30, 2016 and 2015

 

Revenue

 

During the three months ended June 30, 2016, the Company reported revenue of $411,803, an increase of $334,082 or 430% over revenue of $77,721 for the three months ended June 30, 2015. In 2016, revenue was comprised of sales of coconut water beverages. In 2015, revenue was comprised of sales from 100% juice products manufactured under the License Agreement.  

 

Cost of Revenue

 

Cost of Revenue includes production costs, raw material costs and freight in costs.  Also included in Cost of Revenue is adjustments made to inventory carrying amounts, including markdowns to market and write offs of expiring inventory.  As a result, cost of revenue as a percentage of sales can vary from period to period.

 

For the three months ended June 30, 2016, cost of revenue was $237,492 or 58% of revenue, compared to $124,300 or 160% of revenue for the three months ended June 30, 2015.

 

Operating Expenses

 

For the three months ended June 30, 2016, selling, general and administrative expenses were $522,125, of which $250,795 consisted of stock-based compensation costs. For the three months ended June 30, 2015, selling, general and administrative expenses were $436,886, of which $270,235 consisted of stock-based compensation costs. The overall increase in selling, general and administrative expenses from 2016 to 2015 was $85,239. The increase is attributable to an increase in selling expenses, including freight costs, as a result of the increased revenue.

 

Stock-based compensation costs to directors and employees consist of charges to income for vesting in connection with restricted stock issuances, stock options and warrants. Although stock-based compensation costs reduce the Company’s earnings, they do not reduce cash and have no effect on working capital.

 

The termination of the License Agreement resulted in income of $2,253,085 for the three months ended June 30, 2016.

 

Six Months Ended June 30, 2016 and 2015

 

Revenue

 

During the six months ended June 30, 2016, the Company reported revenue of $662,515, an increase of $515,909 or 352% over revenue of $146,606 for the six months ended June 30, 2015. In 2016, revenue was comprised of sales of coconut water beverages. In 2015, revenue was comprised of sales from 100% juice products manufactured under the License Agreement.  

 

Cost of Revenue

 

Cost of Revenue includes production costs, raw material costs and freight in costs. Also included in Cost of Revenue is adjustments made to inventory carrying amounts, including markdowns to market and write offs of expiring inventory.  As a result, cost of revenue as a percentage of sales can vary from period to period.

 

For the six months ended June 30, 2016, cost of revenue was $383,626 or 58% of revenue, compared to $462,466 or 315% of revenue for the six months ended June 30, 2015. During the six months ended June 30, 2015, cost of revenue included $223,733 related to the discontinuance of its 100% fruit juice products manufactured under the License Agreement as well as an inventory adjustment to adjust the value of inventory to the lower of cost or market.

 

Operating Expenses

 

For the six months ended June 30, 2016, selling, general and administrative expenses were $1,008,265, of which $501,588 consisted of stock-based compensation costs. For the six months ended June 30, 2015, selling, general and administrative expenses were $1,056,830, of which $664,379 consisted of stock-based compensation costs. The overall decrease in selling, general and administrative expenses from 2016 to 2015 was $48,565. The decrease is attributable to a decrease in stock-based compensation costs of $162,791, offset by increases in selling expenses as a result of the increased revenue.

 

Stock-based compensation costs to directors and employees consist of charges to income for vesting in connection with restricted stock issuances, stock options and warrants. Although stock-based compensation costs reduce the Company’s earnings, they do not reduce cash and have no effect on working capital.

 

The termination of the License Agreement resulted in income of $477,223 for the six months ended June 30, 2016.

 

Liquidity and Capital Resources

 

Liquidity

 

As of June 30, 2016, the Company had working capital of $375,816. Net cash used in operating activities was $341,224 for the six months ended June 30, 2016. Included in this amount for the six months ended June 30, 2016 is an increase in accounts receivable of $175,622 and an increase in inventory of $194,072. Net cash provided by financing activities was $337,500 for the six months ended June 30, 2016.

 

Working Capital Needs

 

Our working capital requirements increase when we experience a demand for our products. Due to an increased demand, the Company raised $337,500 during the six months ended June 30, 2016 through the issuance of Common Stock. If during the next twelve months the Company requires additional working capital, it may seek to raise additional funds.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Further, if the Company issues additional equity or convertible debt securities, stockholders may experience dilution and the new equity securities could have rights, preferences or privileges senior to those of existing holders of the Company’s Common Stock.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company had no off-balance sheet arrangements as of June 30, 2016.  

 

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 operating effectively.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal controls over financial reporting during the three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II – OTHER INFORMATION

  

ITEM 1.  LEGAL PROCEEDINGS

 

We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings arising in the ordinary course of business.  We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

 

ITEM 1A.  RISK FACTORS

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are 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.  MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5.  OTHER INFORMATION

 

 

ITEM 6.  EXHIBITS

 

Exhibit No.	SEC Report Reference Number	Description
2.1	2.1	Agreement and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp.  and MOJO Ventures, Inc. dated May 13, 2011 (1)
2.2	2.1	Split-Off Agreement, dated as of October 27, 2011, by and among MOJO Ventures, Inc., SBSI Acquisition Corp., MOJO Organics, Inc., and the Buyers party thereto (2)
3.1	3.1	Certificate of Incorporation of MOJO Shopping, Inc. (3)
3.2	3.1	Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
3.3	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5)
3.4	3.4	Articles of Merger (1)
3.5	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (9)
3.6	3.1	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)
3.7	3.1	Amended and Restated Bylaws of MOJO Ventures, Inc. (6)
3.8	3.8	Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (13)
4.1	4.1	Subscription Agreement by and between MOJO Organics, Inc. and Wyatts Torch Equity Partners, LP (17)
4.2	4.2	Warrants issued to Wyatts Torch Equity Partners, (LP (17)
4.3	4.3	Form of Common Stock Purchase Warrant issued to the March 2016 Investors*
10.1	10.1	Form of Second Amended and Restated Restricted Stock Agreement (14)
10.2	10.6	2012 Long-Term Incentive Equity Plan (13)
10.3	10.7	Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (13) †
10.4	10.8	Form of Indemnification Agreement with officers and directors (13)
10.5	10.1	Form of Promissory Note issued to OmniView Capital LLC and Paul Sweeney (11)
10.6	10.2	Advisor Agreement with OmniView Capital LLC (11)
10.7	10.3	Amended and Restated Securities Purchase Agreement (11)
10.8	10.4	Registration Rights Agreement (11)
10.9	10.5	Commitment letter executed by each of Glenn Simpson, Jeffrey Devlin and Richard Seet (11)
10.10	10.6	Amendment to Richard X. Seet Restricted Stock Agreement (11)

10.11	10.7	Letter Agreement relating to nominee right of OmniView Capital LLC (11)
10.12	10.1	Juice License Agreement between Chiquita Brands L.L.C. and MOJO Organics, Inc. dated as of August 15, 2012 (12)
10.13	10.17	Form of Subscription Agreement for 2013 Offering (13)
10.14	10.18	Employment Agreement dated March 1, 2013 between MOJO Organics, Inc. and Glenn Simpson (13) †
10.15	10.15	Form of Advisor Agreement (14)
10.16	10.16	Form of Restricted Stock Agreement, dated December 4, 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin and Nicholas Giannuzzi.  (14) †
10.17	10.17	Form of Restricted Stock Agreement, dated March 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin, Peter Spinner and Marianne Vignone. (14) †
10.18	10.18	Form of Subscription Agreement for March 2014 Stock (with Warrants) Offering (14)
10.19	10.18	Form of Warrant (14)
10.20	10.20	Form of Subscription Agreement for March 2014 Stock Offering (14)
10.21	10.21	Form of Distribution Agreement
10.22	10.2	Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan, dated August 14, 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Peter Spinner, Richard Seet, Jeffery Devlin and Marianne Vignone. (15)
10.23	10.3	Employment Agreement, dated August 12, 2014, between MOJO Organics, Inc. and Peter Spinner. (15)
10.24	10.1	Form of Restricted Stock Agreement, dated August 12, 2014, between MOJO organics, Inc. and Peter Spinner. (15)
10.25	10.25	Amended and Restated Employment Agreement by and between MOJO Organics, Inc. and Glenn Simpson dated June 15, 2015 (16)
10.26	10.26	Amended and Restated Employment Agreement by and between MOJO Organics, Inc. and Peter Spinner dated June 15, 2015 (16)
10.27	10.1	Letter Agreement by and between MOJO Organics Inc. and Peter Spinner dated December 15, 2015(18)
16.1	16.1	Letter from Liggett, Vogt & Webb, P.A. (16)
16.2	16.1	Letter from Cowan, Gunteski & Co., P.C. dated April 21, 2016 (19)
31.1	31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	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

 

*  Filed herewith.

†  Management compensatory plan, contract or arrangement.

 

(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 Annual Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 30, 2015.
	(17)	Incorporated by reference to the Registrant’s Annual Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 25, 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 22, 2016.

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: July 13, 2016	By:	/s/ Glenn Simpson
		Glenn Simpson, Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer)