What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-22 compared with 2020-03-30 · 131 added, 190 removed, 14 unchanged (96% of the section changed)

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.

For the period January 1, 2018 to December

31, 2019, 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 :

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, 2019 to December 31, 2020, 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:

First Quarter 2020

6 unchanged sentences

Fourth Quarter 2019

As of December 31, 2019, there were 29,351,294

shares of Common Stock issued and outstanding held by 944 shareholders of record.

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 years ended December 31, 2019 and 2018.

Issuer Purchases of Equity Securities

During the year ended December 31, 2019,

the Company repurchased 4,167 shares of MOJO Restricted Common Stock from shareholders at a cost of $750 with an average purchase

price of $0.18.

of December 31, 2020, there were 30,610,240 shares of Common Stock issued and outstanding held by 944 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 years ended December 31, 2020 and 2019.

Purchases of Equity Securities

January 23, 2020, the Company repurchased 25,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $5,250

with an average purchase price of $0.21.

The shares were cancelled.

Equity Compensation Plans

December10, 2020, the Company repurchased 100,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $9,800

with an average purchase price of $0.098.

The shares were cancelled.

Compensation Plans

Incentive Plan

The 2012 Incentive Plan was terminated by the

Board of Directors on February 18, 2019.

The Company’s Board of Directors resolved that the 2012 Incentive Plan which allowed

the issuance of up to 2,050,000 securities to officers, directors and consultants as incentive compensation would be terminated.

It was further resolved that 70,000 options to purchase shares of common stock issued under the 2012 Incentive Plan be converted

into 70,000 shares of Common Stock.

Another resolution was made that Mr.

Glenn Simpson be permitted to exercise his option to purchase

222,000 shares of Common Stock for $0.255 per share.

The 2012 Incentive Plan was approved by our

shareholders in March 2013.

The 2012 Incentive Plan provided the Company with the ability to issue stock options, stock appreciation

rights, restricted stock and/or other stock-based awards for up to an aggregate of 2,050,000 shares of common stock.

2016, the Company issued 620,000 stock options to purchase shares of common stock that expire in August 2019, and issued 1,073,441,restricted

common stock to its Directors and employees.

In 2017, the Company granted stock options to purchase 356,559 shares that expire

in April 2022.

The options were priced at the fair market value of the Common Stock and are exercisable.

In 2018, there were no

issuances under the 2012 plan.

As of December 31, 2018, issued stock options total 976,559.

During 2018, 495,403 stock options

had been cancelled due to termination of employment and were available for reissuance at that time.

February 18, 2019, the Company’s Board of Directors signed an unanimous consent to terminate the 2012 Incentive Plan, and

it was resolved further that 70,000 options to purchase shares of Common Stock be converted into 70,000 shares of non-trading,

restricted Common Stock.

It also consented the CEO of the Company to exercise options to purchase 222,000 Restricted and Non-Trading

shares of Common Stock at $0.255 per share.

The total exercise price was $56,610 and this reduced the loan payable to the CEO

by the same amount.

There are no options outstanding from this plan as of December 31, 2020 and December 31, 2019.

Incentive Plan

The 2015 Incentive Plan was terminated by the

Board of Directors on January 24, 2019.

The 2015 Incentive Plan provided 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.

The Company approved the 2015 Incentive Plan

in October 2015.

The 2015 Incentive Plan provided 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 April, 2017, the Company granted stock

options to purchase 1,500,000 shares of Common Stock pursuant to the 2015 Plan.

The options were priced at the fair market value

of the Common Stock and were exercisable from the date of issuance.

In 2018, there were no issuances under the 2015 plan.

December 31, 2018, issued stock options total 1,500,000.

During 2018, 693,610 stock options had been cancelled due to termination

of employment.

The following tables sets forth certain information at December

31, 2019 and 2018 with respect to our equity compensation plans that provide for the issuance of options, warrants or rights to

purchase our securities.

During 2019, the CEO exercised 222,000 options from the 2012 Plan

and 333,688 from the 2015 Plan.

Plan category

of securities to be issued upon exercise of outstanding options as of Dec 31, 2019

Exercise price of outstanding options

Plan category

of securities to be issued upon exercise of outstanding options as of Dec 31, 2018

Weighted-average exercise price of outstanding options

2015 Incentive Plan was terminated by the Board of Directors on January 24, 2019.

The 2015 Incentive Plan provided 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.

There are 505,608 options outstanding from this plan as of December 31, 2020, and 661,858 options were

outstanding as of December 31, 2019.

SELECTED FINANCIAL DATA

Not applicable.

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.

is organized as follows:

Significant 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 —

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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:

Accounting Policies —

Accounting policies that we believe are important to understanding the assumptions and judgments

incorporated in our reported financial results and forecasts.

of Operations —

Analysis of our financial results comparing the year ended December 31, 2020 to 2019.

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.

Significant 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

We have identified the following as our significant 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 significant 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.

Fair Value of Financial Instruments —

Our short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily

of instruments without extended maturities.

We believe that the fair values of our current assets and current liabilities approximate

their reported carrying amounts.

Recent Accounting Pronouncements

In March 2019, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update No.

2019-01, “Leases(Topic 842):

and Capital Resources —

Analysis of changes in our cash flows, and discussion of our financial condition and potential

sources of liquidity.

report includes a number of forward-looking statements that reflect our current views with respect to future events and financial

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.

Accounting Policies

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.

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 significant 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.

believe the following significant accounting policies reflect our more significant estimates and assumptions used in the preparation

of our financial statements:

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.

Value of Financial Instruments —

Our short-term financial instruments, including cash, accounts receivable, accounts

payable and other liabilities, consist primarily of instruments without extended maturities.

We believe that the fair values of

our current assets and current liabilities approximate their reported carrying amounts.

Accounting Pronouncements

March 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2019-01, “Leases

Codification Improvements”.

The ASC aims to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities

on the balance sheet and disclosing essential information about leasing transactions.

The Company has assessed that this pronouncement

had no impact on the financial statements.

Results of Operations

Years Ended December 31, 2019 and 2018

During the year ended December 31, 2019, the

Company reported revenue of $1,743,021, an increase of $54,194 or 3% over revenue of $1,688,827 for the year ended December 31,

The increase in revenue was due to higher dollar sales in MOJO branded products.

We also saw growth in same store sales.

Also, the addition of new accounts opened added to the growth of revenue in 2019.

Cost of Revenue

Cost of Revenue includes finished goods purchase

costs, and freight in costs.

Also included in Cost of Revenue are adjustments made to inventory carrying amounts, if required.

For the year ended December 31, 2019, cost

of revenue was $908,408 or 52% of revenue, compared to $898,806 or 53% of revenue for the year ended December 31, 2018.

decrease is due primarily to the lower purchase price of inventory.

Operating Expenses

For the year ended December 31, 2019, selling,

general and administrative expenses was $1,131,812, a 6% decrease of $81,469 from the year ended December 31, 2018 of $1,213,281.

This decrease in operating expenses was primarily

comprised of a decrease in compensation costs and consulting fees.

Compensation costs decreased by $34,247 in 2019 from 2018.

is primarily attributable to lower stock compensation costs.

Selling costs, including freight and delivery expenses, broker fees

and warehouse costs increased by $3,955 from 2018 to 2019.

This was partially due to an increase in sales volume.

Consulting fees

also decreased in 2019 by $50,683 .

Stock-based compensation costs to directors

and employees, which consist of charges to income for vesting in connection with restricted stock issuances, stock options and

warrants, was $8,400 for the year ended December 31, 2019, compared to $0 for the year ended December 31, 2018.

Liquidity and Capital Resources

As of December 31, 2019, the Company had working

capital of $171, 360 .

Net cash provided by operating activities was $ 33,197 for the year ended December 31, 2019,

an increase of $15,058 compared to net cash provided by operating activities for the year ended December 31, 2018 of $17,639 Net

cash used in financing activities to repurchase MOJO Restricted Common Stock was $750 for the year ended December 31, 2019 compared

to $15,965 for the year ended December 31, 2018.

Working Capital Needs

Our working capital requirements increase as

demand grows for our products.

During 2019 and 2018, the Company did not require additional funding.

If the Company requires additional

working capital during the next twelve months, it may seek to raise additional funds.

Financing transactions

may include the issuance of equity, debt securities and obtaining credit facilities.

OFF BALANCE SHEET ARRANGEMENTS

The Company had no off balance sheet arrangements

as of December 31, 2019.

QUANTITATIVE AND QUALITATIVE

DISCLOSURE ABOUT MARKET RISK

Not applicable.

FINANCIAL STATEMENTS

The audited financial statements are included

beginning immediately following the signature page to this report.

See Item 15 for a list of the financial statements included

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The ASC aims to increase transparency and comparability among organizations

by recognizing lease assets and lease liabilities on the balance sheet and disclosing essential information about leasing transactions.

The Company has assessed that this pronouncement had no impact on the financial statements.

of Operations

Ended December 31, 2020 and 2019

the year ended December 31, 2020, the Company reported revenue of $1,741,919 a decrease of $1,103 from revenue of $1,743,021 for

the year ended December 31, 2019.

The decrease in revenue was due to the COVID-19 pandemic which caused several channels of

our business to be shut down.

of revenue includes finished goods purchase costs, production costs, raw material costs and freight in costs.

Also included in

cost of revenue are adjustments made to inventory carrying amounts, including markdowns to market.

the twelve months ended December 31, 2020, cost of revenue was $917,639 or 53% of revenue.

For the twelve months ended December

31, 2019, cost of revenue was $908,408 or 52% of revenue.

The 1% increase in cost of revenue was due to the packaging costs updates

for old products and also for new products launched in 2020.

the year ended December 31, 2020, the selling, general and administrative expenses was $910,218 a decrease of $221,594

from the year ended December 31, 2019 of $1,131,812.

decrease in operating expenses was primarily due to lower compensation expenses coupled with lower marketing and selling

Compensation expenses decreased by $145,036 compared to the same period last year.

Marketing expenses decreased by $15,070

from the same period last year.

Selling expenses were $428,110 for the year ended December 31, 2020 compared to $465,864 for the

year ended December 31, 2019.

This $37,754 decrease is attributable to the lower shipping expenses, broker fees and storage fees.

Income/(Loss)

the year ended December 31, 2020, the net loss was ($83,719), a $213,980 improvement from a net loss of ($297,699)

for the year ended December 31, 2019.

and Capital Resources

of December 31, 2020, the Company had working capital of $249,913.

Net cash used in operating activities was $26,203 for the year

ended December 31, 2019, compared to net cash provided by operating activities for the year ended December 31, 2019 of $32,196.

Net cash used in financing activities to repurchase 125,000 MOJO Restricted Common Stock at an average stock price of $0.1204

was $15,050 for the year ended December 31, 2020 compared to $750 for the year ended December 31, 2019.

Capital Needs

working capital requirements increase as demand grows for our products.

During 2020 and 2019, the Company did not require additional

If the Company requires additional working capital during the next twelve months, it may seek to raise additional funds.

Financing transactions may include the issuance of equity, debt securities and obtaining credit facilities.

BALANCE SHEET ARRANGEMENTS

Company had no off balance sheet arrangements as of December 31, 2020.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity