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Item 2. Unregistered Sales of Equity Securities

2023-08-02 compared with 2023-04-24 · 116 added, 149 removed, 56 unchanged (83% of the section changed)

2 unchanged sentences

MINE SAFETY DISCLOSURE

Not applicable

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

the period January 1, 2022 to March 31, 2023, the following table sets forth the high and low closing bid prices by quarter, based upon

information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual

transactions:

The Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

For the period January 1, 2022 to June 30, 2023, the following table sets forth the high and low closing bid prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:

Second Quarter 2023

First Quarter 2023

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First Quarter 2022

*Volume-weighted

average price (VWAP)

of March 31, 2023, there were 16,469,115 shares issued and outstanding.

*Volume-weighted average price

As of June 30, 2023, there were 16,327,596 shares issued and outstanding.

There were 847 shareholders of record.

Company has not declared a cash dividend with respect to its Common Stock.

Future payment of dividends is within the discretion of the

Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors.

Sales of Unregistered Securities, Use of Proceeds from Registered Securities

were no sales of unregistered securities during the three months ended March 31, 2023 and 2022.

Purchases of Equity Securities

the year ended December 31, 2022, the Company repurchased 830,342 shares of EQUATOR Restricted Common Stock from shareholders at a total

cost of $193,188.

The Company has not declared a cash dividend with respect to its Common Stock.

Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors.

Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities

There were no sales of unregistered securities during the six months ended June 30, 2023 and 2022.

Issuer Purchases of Equity Securities

During the quarter ended June 30, 2023, the Company repurchased 380,019 shares of EQUATOR Restricted Common Stock from shareholders at a total cost of $38,002.

The shares were cancelled.

During the year ended December 31, 2022, the Company repurchased 830,342 shares of EQUATOR Restricted Common Stock from shareholders at a total cost of $193,188.

The shares were cancelled.

SELECTED FINANCIAL DATA

Not applicable

DIRECTORS, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE

Officer and Directors

are the names and certain information regarding our current executive officer and directors:

are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

information of each current officer and director is set forth below.

Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company.

Executive Officer and Directors

Below are the names and certain information regarding our current executive officer and directors:

Glenn Simpson

Chairman & CEO

October 27, 2011

Jeffrey Devlin

January 27, 2012

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

Biographical information of each current officer and director is set forth below.

Glenn Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company.

Simpson joined the Company in October 2011.

He has extensive experience in the beverage industry.

Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers,

Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers, Inc.

in Uzbekistan from 1995 to 2000.

His primary responsibilities included corporate strategy, supervision of bottling and distribution

operations and facilities construction.

His accomplishments included growing revenues from a base at $4 million to over $160 million

The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership

based upon product quality and revenue growth.

His primary responsibilities included corporate strategy, supervision of bottling and distribution operations and facilities construction.

His accomplishments included growing revenues from a base at $4 million to over $160 million annually.

The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth.

From 2009 to 2011, Mr.

Simpson was engaged in beverage projects on a consulting basis

in Russia and Afghanistan.

Simpson was engaged in beverage projects on a consulting basis in Russia and Afghanistan.

Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.

Devlin has served on the Board of Directors of the Company since January 2012.

Devlin has over 35 years of advertising and business

development experience.

Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte

Consulting LLP.

He has held various other executive and creative positions over the course of his advertising career, including launching

the introduction of Diet Coke for The Coca-Cola Company.

Devlin currently serves on the board of directors of a number of private

organizations, as well as on the board of directors of Location Based Technologies, Inc., a publicly traded company.

Devlin received

a Bachelor’s degree from Bethel University.

Company has not established any committees of the Board of Directors.

Our Board of Directors may designate from among its members an

executive committee and one or more other committees in the future.

Jeffrey Devlin has served on the Board of Directors of the Company since January 2012.

Devlin has over 35 years of advertising and business development experience.

Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte Consulting LLP.

He has held various other executive and creative positions over the course of his advertising career, including launching the introduction of Diet Coke for The Coca-Cola Company.

Devlin currently serves on the board of directors of a number of private organizations, as well as on the board of directors of Location Based Technologies, Inc., a publicly traded company.

Devlin received a Bachelor’s degree from Bethel University.

Board Committees

The Company has not established any committees of the Board of Directors.

Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future.

We do not have a nominating committee or a nominating committee charter.

Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

no security holders have made any such recommendations.

Our two directors perform all functions that would otherwise be performed by

To date, no security holders have made any such recommendations.

Our two directors perform all functions that would otherwise be performed by committees.

Given the present size of our board it is not practical for us to have committees.

If we are able to grow our business and

increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Communications

we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

To date, no security

holders have made any such recommendations.

have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial

officer, principal accounting officer or controller, and persons performing similar functions.

We believe that the Code of Ethics is

reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable

disclosure in public reports;

If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Shareholder Communications

Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

To date, no security holders have made any such recommendations.

Code of Ethics

We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable disclosure in public reports;

comply with applicable laws;

ensure prompt internal reporting of code violations;

and provide accountability

for adherence to the code.

To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street,

Floor 25, Jersey City, New Jersey 07302.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of

the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership

of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership

with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that

no other reports were required, during the three months ended September 30, 2022 all Section 16(a) filing requirements applicable to

our officers, directors and greater than 10% beneficial owners were complied with.

and provide accountability for adherence to the code.

To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street, Floor 25, Jersey City, New Jersey 07302.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the three months ended June 30,2023 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

EXECUTIVE COMPENSATION

following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined

under SEC rules).

and Principal Position

Simpson, Chairman & CEO

The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules).

Name and Principal Position

Glenn Simpson, Chairman & CEO

Pursuant to Mr.

Simpson’s employment agreement (the “Amended Simpson Agreement”) amended September 1, 2022, Mr.

is paid a salary of $8,000 per month in cash and the Company is obligated to grant Mr.

Simpson 67,000 shares of non-trading, restricted

Common Stock per month.

Simpson is paid a salary of $8,000 per month in cash and the Company is obligated to grant Mr.

Simpson 67,000 shares of non-trading, restricted Common Stock per month.

Pursuant to this agreement, Mr.

Simpson is also entitled to an annual bonus comprised of cash and non-trading,

restricted Common shares based on performance goals established by the Board of Directors of the Company.

The cash bonus is established

at $44,400 per year.

The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31,

Simpson is also entitled to an annual bonus comprised of cash and stock awards for non-trading, restricted Common shares based on performance goals established by the Board of Directors of the Company.

The cash bonus is established at $44,400 per year.

The stock award is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2027.

Pursuant to Mr.

Simpson’s employment agreement (the “Simpson Agreement”), Mr.

Simpson is paid a salary of $5,000 per month

in cash and the Company is obligated to grant Mr.

Simpson is paid a salary of $5,000 per month in cash and the Company is obligated to grant Mr.

Simpson 33,500 shares of non-trading, restricted Common Stock per month.

to this agreement, Mr.

Simpson is also entitled to an annual bonus comprised of cash and non-trading, restricted Common shares based

on performance goals established by the Board of Directors of the Company.

Pursuant to this agreement, Mr.

The cash bonus is established at $44,400 per year.

stock bonus is set at 100,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.

the three months ended March 31, 2023, 201,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for the stock

portion of his compensation.

the three months ended March 31, 2022, 100,500 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for the stock

portion of his compensation.

The stock award is set at 100,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.

During the six months ended June 30, 2023, 402,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for his stock awards.

During the six months ended June 30, 2022, 201,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for his stock awards.

Simpson was also issued 350,000 shares of Non-Trading Restricted Common Stock as a one-time stock award.

Option Awards at March 31

following table sets forth information regarding stock options held by executive officers at March 31.

As of March 31,

Outstanding Option Awards at June 30

The following table sets forth information regarding stock options held by executive officers at June 30.

As of June 30,

Shares underlying options outstanding

Glenn Simpson

February 4, 2022, the Company adjusted the exercise price of the options granted to Mr.

On February 4, 2022, the Company adjusted the exercise price of the options granted to Mr.

Simpson from $0.32 per share to $0.16 per share.

Exercises in 2023 and 2022

June 1, 2022, Mr.

Option Exercises in 2023 and 2022

On June 1, 2022, Mr.

Simpson exercised options to purchase 159,054 Restricted and Non-Trading shares at $0.16 per share.

The total exercise

value was $25,449.

non-employee director did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors

or for special assignments.

The total exercise value was $25,449.

Director Compensation

The non-employee director did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments.

Board members are not reimbursed for expenses incurred in connection with attending meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of March 31, 2023

named executive officer;

directors and executive officers as a group.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock

owned by them, except to the extent such power may be shared with a spouse.

Stock Percent

The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of June 30, 2023 by:

each director;

each named executive officer;

all directors and executive officers as a group.

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared with a spouse.

Common Stock Percent

Glenn Simpson

Chairman and CEO

Chairman & CEO

Corporate Controller

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All Officers and Directors

Statement Schedules

financial statements of EQUATOR Beverage Company are listed on the Index to Financial Statements on this quarterly report on Form 10-Q

beginning on page F-1.

following Exhibits are being filed with this Quarterly Report on Form 10-Q:

Report Reference Number

Financial Statement Schedules

The financial statements of EQUATOR Beverage Company are listed on the Index to Financial Statements on this quarterly report on Form 10-Q beginning on page F-1.

The following Exhibits are being filed with this Quarterly Report on Form 10-Q:

SEC Report Reference Number

Certificate of Incorporation of MOJO Shopping, Inc.

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Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

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.

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.