UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: DEFAULTS UPON SENIOR SECURITIES
+Added: UNRESOLVED STAFF COMMENTS
+Added: LEGAL PROCEEDINGS
+Added: We are not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against the Company in all material aspects.
+Added: We could from time to time become a party to various legal or administrative proceedings arising in the course of our business.
MINE SAFETY DISCLOSURE
−Removed: Not applicable
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.
−Removed: For the period January 1, 2022 to September 30, 2023, the following table sets forth the high, low and closing stock prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
−Removed: Third Quarter 2023
−Removed: Second Quarter 2023
+Added: For the period January 1, 2023 to March 1, 2024, the following table sets forth the high, low and closing stock prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
First Quarter 2024
4 unchanged sentences
*Volume-Weighted Average Price
−Removed: As of September 30, 2023, there were 16,641,096 shares issued and outstanding.
+Added: As of March 31,2024, there were 17,134,346 shares of Common Stock issued and outstanding.
The Company has not declared a cash dividend with respect to its Common Stock.
1 unchanged sentence
Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities
−Removed: There were no sales of unregistered securities during the nine months ended September 30, 2023 and 2022.
+Added: There were no sales of unregistered securities during the three months ended March 31, 2024 and 2023.
Issuer Purchases of Equity Securities
−Removed: During the nine months ended September 30, 2023, the Company repurchased 380,019 shares of EQUATOR Restricted Common Stock from shareholders at a total cost of $38,002.
−Removed: The shares were cancelled.
−Removed: 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.
+Added: During the quarter ended March 31, 2024, the Company did not repurchase any shares of EQUATOR Common Stock from shareholders.
+Added: During the year ended December 31, 2023, the Company repurchased 401,269 shares of EQUATOR Common Stock from shareholders at a total cost of $51,814.
The shares were cancelled
SELECTED FINANCIAL DATA
−Removed: Not applicable
DIRECTORS, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE
4 unchanged sentences
October 27, 2011
−Removed: Jeffrey Devlin
−Removed: January 27, 2012
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.
11 unchanged sentences
Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.
−Removed: Jeffrey Devlin has served on the Board of Directors of the Company since January 2012.
−Removed: Devlin has over 35 years of advertising and business development experience.
−Removed: Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte Consulting LLP.
−Removed: 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.
−Removed: 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.
−Removed: Devlin received a Bachelor’s degree from Bethel University.
Board Committees
20 unchanged sentences
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.
−Removed: 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 30,2023 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
+Added: 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 March 31, 2024 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
EXECUTIVE COMPENSATION
4 unchanged sentences
Pursuant to Mr.
−Removed: Simpson’s employment agreement amended September 1, 2022, Mr.
+Added: Simpson’s employment agreement dated January 1, 2024, Mr.
Simpson is paid a salary of $9,000 per month in cash and the Company is obligated to grant Mr.
1 unchanged sentence
Pursuant to Mr.
−Removed: Simpson’s employment agreement, Mr.
+Added: Simpson’s employment agreement amended September 1, 2022, Mr.
Simpson is paid a salary of $8,000 per month in cash and the Company is obligated to grant Mr.
−Removed: Simpson 33,500 shares of non-trading, restricted Common Stock per month.
−Removed: During the nine months ended September 30, 2023, 603,000 shares of Non-trading, Restricted Common Stock were issued to Mr.
−Removed: During the nine months ended September 30, 2022, 402,000 shares of Non-trading, Restricted Common Stock were issued to Mr.
−Removed: Simpson was also issued 350,000 shares of Non-Trading Restricted Common Stock as a one-time stock award.
−Removed: Option Exercises in 2023 and 2022
−Removed: As of September 30, 2023, there are no outstanding stock options.
−Removed: On June 1, 2022, Mr.
−Removed: Simpson exercised options to purchase 159,054 Restricted and Non-Trading shares at $0.16 per share.
−Removed: The total purchase price was $25,449.
−Removed: The stock closed at $0.16 on the exercise date.
−Removed: There were no options outstanding after this option exercise.
+Added: Simpson 67,000 shares of restricted, non-trading common stock per month.
+Added: During the three months ended March 31, 2024, 201,000 shares of restricted, non-trading common stock were issued to Mr.
+Added: During the three months ended March 31, 2023, 201,000 shares of restricted, non-trading common stock were issued to Mr.
Director Compensation
2 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of September 30, 2023 by:
+Added: The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of March 31, 2024 by:
each director;
1 unchanged sentence
all directors and executive officers as a group.
−Removed: 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.
+Added: 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.
Glenn Simpson
1 unchanged sentence
Corporate Controller
−Removed: Jeffrey Devlin
All Officers and Directors
38 unchanged sentences
EQUATOR BEVERAGE COMPANY
−Removed: October 18, 2023
/s/ Glenn Simpson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.