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Item 9A. Controls and Procedures

2021-02-22 compared with 2020-03-30 · 703 added, 848 removed, 108 unchanged (93% of the section changed)

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 not operating effectively.

As previously reported, the Company does not

have an audit committee and is not currently obligated to have one.

Management does not believe that the lack of an audit committee

is a material weakness.

Attestation Report

This Annual Report on Form 10-K does not include

an attestation report of our independent registered public accounting firm regarding internal control over financial reporting

as such report is not required for non-accelerated filers.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls

over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

Controls and Procedures

of Disclosure Controls and Procedures

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.

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.

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

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.

even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

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 not operating effectively.

previously reported, the Company does not have an audit committee and is not currently obligated to have one.

Management does

not believe that the lack of an audit committee is a material weakness.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding

internal control over financial reporting as such report is not required for non-accelerated filers.

in Internal Control over Financial Reporting

was no change in our internal controls over financial reporting during the year ended December 31, 2020 that have materially affected,

or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

Not Applicable.

EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE

Executive Officer and Directors

Below are the names and certain information

regarding our current executive officer and directors:

Glenn Simpson

Chairman and CEO

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.

Simpson joined the Company in

October 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.

has extensive experience in the beverage industry.

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

Bottlers, Inc.

He has extensive experience in the beverage industry.

Simpson was Vice President and Chief Financial Officer

of Coca-Cola Bottlers, Inc.

in Uzbekistan from 1995 to 2000.

1 unchanged sentence

of bottling and distribution operations and facilities construction.

His accomplishments included growing revenues from

a base at $4 million to over $160 million annually.

His accomplishments included growing revenues from a base

at $4 million to over $160 million annually.

The company was awarded “Bottler of the Year”

Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth.

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

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

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 Chairman, US Government Practice at WPP, which is a world leader in marketing communications services.

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.

To date, no security holders have

made any such recommendations.

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

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.

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

by The Coca-Cola Company

for two consecutive years under his leadership based upon product quality and revenue growth.

From 2009 to 2011, Mr.

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.

We do not have a nominating committee or a nominating committee

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

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.

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;

comply with applicable laws;

ensure prompt internal reporting of code violations;

and provide accountability for adherence

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

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.

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 fiscal year ended December 31, 2018 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.

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 fiscal year ended December 31, 2020 all Section 16(a) filing requirements

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

EXECUTIVE COMPENSATION

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).

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

3 unchanged sentences

$ 218,120 (1)

Peter Spinner

COO (01/2018 –

The Summary Compensation Table omits columns

for Option Awards, Non-Equity Incentive Plan Compensation, Non-Qualified Deferred Compensation Earnings and All Other Compensation

as no such amounts were paid to the named executive officers during the fiscal years ended December 31, 2019 or 2018.

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

Simpson will be paid a salary of $5,000 per month in

cash and the right to receive 67,000 shares of restricted Common Stock per month.

Summary Compensation Table omits columns for Option Awards, Non-Equity Incentive Plan Compensation, Non-Qualified Deferred Compensation

Earnings and All Other Compensation as no such amounts were paid to the named executive officers during the fiscal years ended

December 31, 2020 or 2019.

Pursuant his employment agreement (the “Simpson Agreement”), Mr.

Simpson will be paid a salary of $5,000 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.

also entitled to an annual bonus comprised of cash and Common Stock 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

Common Stock per year through May 31, 2025 based upon revenue performance goals.

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.

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, 2025 based upon revenue performance goals.

The revenue goals range from $900,000 to $19,200,000

$19,200,000 per year.

The bonus awards are accelerated should revenue exceed the annual target amounts.

During the twelve

months ended December 31, 2019, 804,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the stock

portion of his compensation.

During 2018 and 2019, he did not receive cash payments.

Simpson received non-trading,

restricted stock in lieu of cash for the first quarter of 2018, and was owed $45,000 as of December 31, 2018.

During 2019, the

CEO exercised stock options to purchase 555,688 non-trading, restricted shares.

The total exercise price reduced the accrued salary

owed to him by $95,000 and reduced a non-interest loan payable to the CEO by 15,000.

He was owed $10,000 as of December 31, 2019

for the cash portion of his salary.

the twelve months ended December 31, 2020, 804,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the

stock portion of his compensation.

During the first quarter of 2020, Mr.

Simpson exercised stock options to purchase 156,250 non-trading,

restricted shares at $0.16 per share and the total exercise price of $25,000 reduced the accrued salary owed to him.

in cash for the second and fourth quarters, and for the month of September.

Simpson received 108,696 non-trading, restricted

shares in lieu of cash payments.

Simpson exercised stock options to purchase 555,688 non-trading, restricted shares at an average price of $0.198 per

share for a total of $110,000.

The total exercise price reduced the accrued salary owed to him by $95,000 and reduced a non-interest

loan payable to the CEO by 15,000.

He was owed $10,000 as of December 31, 2019 for the cash portion of his salary.

Simpson’s employment agreement is the only executive employment agreement in effect as of December 31, 2020.

Spinner received $5,000 paid in stock each month for part-time employment under an employment agreement in force at that

Spinner’s employment with MOJO ended on March 31, 2018.

The Company has no other plans in place and

has never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following

retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified

deferred contribution plans and nonqualified deferred contribution plans.

Employment Agreements

The “Simpson Agreement”

only employment agreement in effect as of December 31, 2019.

Company has no other plans in place and has never maintained any plans that provide for the payment of retirement benefits or

benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans,

supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

“Simpson Agreement”

is the only employment agreement in effect as of December 31, 2020.

See discussion above.

Outstanding Option Awards at December 31

The following table sets forth information regarding stock options

held by executive officers at December 31.

Option Awards at December 31

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

Common stock underlying

Option awards

Securities underlying exercisable options

Option exercise price

Option expiration date

exercisable options

Expiration date

Exercise price

Glenn Simpson

April 6, 2022

The Outstanding Equity Awards Table omits the

number of securities underlying unexercised unearned options related to Option Awards and Equity incentive plan awardsshares, units

or other rights that have not vested related to stock awards, as no such awards were outstanding as of December 31,

2019 and December 31, 2018.

Option Exercises in 2019

On February 25, 2019, Mr.

Simpson exercised options to purchase

222,000 shares of Non-Trading, Restricted, Common Stock at $0.255 per share and the accrued payroll owed to him was reduced by

On the same date, two directors who had 35,000 options each were issued a total of 70,000 shares of Common Stock following

the resolution to terminate the 2012 Incentive Plan.

On August 13, 2019, Mr.

Simpson exercised options to purchase

93,750 shares of Non-Trading, Restricted, Common Stock at $0.16 per share.

The total exercise value is $15,000 and this reduced

a non interest loan payable balance to the CEO to $0.

On November 1, 2019, Mr.

Simpson exercised options to purchase

239,938 shares of Non-Trading, Restricted, Common Stock at $0.16 per share.

The total exercise value is $38,390 and the accrued

payroll owed to him was reduced by the same amount.

Director Compensation

The non-employee directors did not receive

cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments.

Exercises in 2019 and 2020

February 25, 2019, Mr.

Simpson exercised options to purchase 222,000 shares of Non-Trading, Restricted, Common Stock at $0.255

per share and the accrued payroll owed to him was reduced by $56,610.

On the same date, two directors who had 35,000 options each

were issued a total of 70,000 shares of Non-Trading, Restricted, Common Stock following the resolution to terminate the

2012 Incentive Plan.

August 13, 2019, Mr.

Simpson exercised options to purchase 93,750 shares of Non-Trading, Restricted, Common Stock at $0.16 per

The total exercise value is $15,000 and this reduced a non interest loan payable balance to the CEO to $0.

November 1, 2019, Mr.

Simpson exercised options to purchase 239,938 shares of Non-Trading, Restricted, Common Stock at $0.16 per

The total exercise value is $38,390 and the accrued payroll owed to him was reduced by the same amount.

January 14, 2020, Mr.

Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share.

exercise value was $15,000 and this reduced the accrued salary payable to the CEO by the same amount.

March 6, 2020, Mr.

Simpson exercised options to purchase 62,500 Restricted and Non-Trading shares at $0.16 per share.

exercise value was $10,000 and this reduced the accrued salary payable to the CEO to $0.

non-employee directors 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.

During the year ended

December 31, 2019, there were no arrangements that resulted in our making payments to any of our non-employee directors for any

services provided to us by them as directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information

with respect to the beneficial ownership of our Common Stock known by us as of December 31, 2019 by:

each person or entity known by us to be the beneficial owner of more than 5% of our Common Stock;

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.

Name Of Owner

Options and Warrants

During the year ended December 31, 2020, there were no arrangements that resulted in our making payments to any of our non-employee

directors for any services provided to us by them as directors.

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 December

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.

Expiration Date

Percent Of Common Stock including Warrants and Options (1)

Percent of Common Stock including Options (1)

Glenn Simpson

2 unchanged sentences

Glenn Simpson

10,719,230 (2)

Chairman and CEO

Corporate Controller

Jeffrey Devlin

All Officers and Directors as a group (3 persons)

Peter Spinner

6,241,777 (4)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of Common Stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of December 31, 2019 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

Includes (i) 10,719,230 shares of restricted Common Stock and (ii) 661,858 shares of Common Stock underlying stock options granted pursuant to the Company’s Long Term Incentive Plan.

Includes (i) 402,953 shares of restricted Common Stock.

Includes (i) 5,879,808 shares of restricted Common Stock;

and (ii) 361,969 shares of Common Stock owned individually and/or jointly with his spouse.

Includes (i) 11,122,183 shares of restricted Common Stock;

and (ii) 661,858 shares of Common Stock underlying stock options granted pursuant to the Company’s Long Term Incentive Plan.

Securities Authorized For Issuance Under Equity Compensation

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect

to securities.

Shares of Common Stock subject to options currently exercisable or convertible, or exercisable or convertible

within 60 days of December 31, 2020 are deemed outstanding for computing the percentage of the person holding such option

but are not deemed outstanding for computing the percentage of any other person.

Authorized For Issuance Under Equity 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 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.

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 and were available for reissuance at that time.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as disclosed below and in this Form

10-K, there have been no transactions, since January 1, 2019, or any currently proposed transaction, in which we were or are to

be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for

the last two completed fiscal years and in which any of our directors, executive officers or beneficial holders of more than 5%

of our outstanding Common Stock, or any of their respective immediate family members, has had or will have any direct or material

indirect interest.

Director Independence

We are not currently subject to listing requirements

of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors

be “independent”

and, as a result, we are not at this time required to (and we do not) have our Board of Directors

comprised of a majority of “Independent Directors.”

Our Board of Directors has considered the independence

of its directors in reference to the definition of “independent director”

established by the Nasdaq Marketplace Rule

In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making

its determination as to the independence of its directors.

After such review, the Board of Directors has determined that Mr.

qualifies as independent under the requirements of the Nasdaq listing standards.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

The Company appointed MSPC, Certified Public

Accountants and Advisors, a Professional Corporation (“MSPC”) as its independent registered public accounting firm.

The aggregate fees billed to the Company for

services rendered in connection with the years ended December 31, 2019 and 2018 are set forth in the table below:

Audit fee (1)

Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

For 2019 and 2018, audit fees represent fees billed by MSPC.

Audit Committee’s Pre-Approval Practice

We do not have an audit committee.

of directors has approved the services described above.

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.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

than as disclosed below and in this Form 10-K, there have been no transactions, since January 1, 2020, or any currently proposed

transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average

of our total assets at yearend for the last two completed fiscal years and in which any of our directors, executive officers or

beneficial holders of more than 5% of our outstanding Common Stock, or any of their respective immediate family members, has had

or will have any direct or material indirect interest.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has

requirements that a majority of the board of directors be “independent”

and, as a result, we are not at this time

required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”

Board of Directors has considered the independence of its directors in reference to the definition of “independent director”

established by the Nasdaq Marketplace Rule 5605(a)(2).

In doing so, the Board of Directors has reviewed all commercial and other

relationships of each director in making its determination as to the independence of its directors.

After such review, the Board

of Directors has determined that Mr.

Devlin qualifies as independent under the requirements of the Nasdaq listing standards.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

November 18, 2020, MSPC, Certified Public Accountants and Advisors, a Professional Corporation (“MSPC”) was dismissed

as the Company’s independent public accounting firm.

As of November 18, 2020, the Company engaged Boyle CPA LLC, Certified

Public Accountants and Consultants (“Boyle CPA) as its new independent registered public accounting firm.

aggregate fees billed to the Company for services rendered in connection with the years ended December 31, 2020 and 2019 are set

forth in the table below:

Fees for quarterly review - MSPC

Fees for annual audit -MSPC

Consent fee to use prior year report - MSPC

Fees for annual audit - Boyle CPA

Total Audit Fees

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim

financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection

with statutory or regulatory filings or engagements.

fees consist of fees incurred for yearend the use of the 2019 audit report by the previous auditor.

All audit consent fees represent

fees billed by MSPC.

Committee’s Pre-Approval Practice

do not have an audit committee.

Our board of directors has approved the services described above.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

The financial statements of MOJO Organics,

are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

The following Exhibits are being filed with

this Annual Report on Form 10-K:

Statement Schedules

financial statements of MOJO Organics, Inc.

are listed on the Index to Financial Statements on this annual report on Form 10-K

beginning on page F-1.

following Exhibits are being filed with this Annual Report on Form 10-K:

Report Reference Number

and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp.

and MOJO Ventures,

dated May 13, 2011 (1)

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)

of Incorporation of MOJO Shopping, Inc.

to Certificate of Incorporation of MOJO Ventures, Inc.

of Amendment to Certificate of Incorporation of MOJO Ventures, Inc.

of Merger (1)

of Amendment to Certificate of Incorporation of MOJO Organics, Inc.

of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)

and Restated Bylaws of MOJO Ventures, Inc.

Certificate of Incorporation of MOJO Shopping, Inc.

Amendment to Certificate of Incorporation of MOJO Ventures, Inc.

Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc.

Articles of Merger (1)

Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)

Amended and Restated Bylaws of MOJO Ventures, Inc.

Amendment No.

1 to Amended and Restated Bylaws of MOJO Organics, Inc.

of Second Amended and Restated Restricted Stock Agreement (14)

Long-Term Incentive Equity Plan (13)

of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (13) &dagger;

of Indemnification Agreement with officers and directors (13)

of Promissory Note issued to OmniView Capital LLC and Paul Sweeney (11)

Agreement with OmniView Capital LLC (11)

and Restated Securities Purchase Agreement (11)

Rights Agreement (11)

letter executed by each of Glenn Simpson, Jeffrey Devlin and Richard Seet (11)

to Richard X.

Seet Restricted Stock Agreement (11)

Agreement relating to nominee right of OmniView Capital LLC (11)

License Agreement between Chiquita Brands L.L.C.

and MOJO Organics, Inc.

dated as of August 15, 2012 (12)

of Subscription Agreement for 2013 Offering (13)

Agreement dated March 1, 2013 between MOJO Organics, Inc.

and Glenn Simpson (13) &dagger;

of Advisor Agreement (14)

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) &dagger;

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) &dagger;

of Subscription Agreement for March 2014 Stock (with Warrants) Offering (14)

of Warrant (14)

of Subscription Agreement for March 2014 Stock Offering (14)

of Distribution Agreement

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.

Agreement, dated August 12, 2014, between MOJO Organics, Inc.

and Peter Spinner.

of Restricted Stock Agreement, dated August 12, 2014, between MOJO organics, Inc.

and Peter Spinner.

and Restated Employment Agreement by and between MOJO Organics, Inc.

and Glenn Simpson dated June 15, 2015 (16)

and Restated Employment Agreement by and between MOJO Organics, Inc.

and Peter Spinner dated June 15, 2015 (16)

Agreement by and between MOJO Organics Inc.

and Peter Spinner dated December 15, 2015(18)

Stock Purchase Agreement by and between MOJO Organics, Inc.

and Wyatts Torch Equity Partners, LP dated March 6, 2017

from Liggett, Vogt & Webb, P.A.

from Cowan, Gunteski & Co., P.C.

dated April 21, 2016 (19)

Letter from MSPC Certified Public Accountants and Advisors, P.C.

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

4 unchanged sentences

Management compensatory plan, contract or arrangement.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 23, 2015.

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 9, 2015.

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.

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 19, 2016.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

MOJO ORGANICS, INC.

March 30, 2020

/s/ Glenn Simpson

Glenn Simpson, Chief

Executive Officer and Chairman

(Principal Executive and Principal Financial Officer)

In accordance with the Exchange Act, this report

has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Glenn Simpson

Director, Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer)

March 30, 2020