What changed in this filing

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Item 1. Financial Statements

2021-05-11 compared with 2020-11-16 · 455 added, 490 removed, 57 unchanged (94% of the section changed)

2 unchanged sentences

Balance Sheets (Unaudited)

of September 30, 2020 and December 31, 2019

and cash equivalents

receivable, net

of March 31, 2021 and December 31, 2020

CURRENT ASSETS:

cash equivalents

Accounts receivable,

Supplier deposits

Prepaid expenses

Current Assets

LIABILITIES AND STOCKHOLDERS’

payable and accrued expenses

payroll to related parties

CURRENT LIABILITIES:

Accounts payable and

accrued expenses

Accrued payroll to related

Current Liabilities

STOCKHOLDERS’

Common stock, 190,000,000

shares authorized at $0.001 par value, 30,338,044 and 29,351,294 shares issued and outstanding at September 30, 2020 and December

shares authorized at $0.001 par value, 30,904,990 and 30,610,240 shares issued and outstanding, at March 31, 2021 and December 31,

2020, respectively

paid in capital

Additional paid in capital

(23,417,694 )

2 unchanged sentences

LIABILITIES AND STOCKHOLDERS’

accompanying notes are an integral part of these condensed financial statements.

ORGANICS, INC.

Statements of Operations (Unaudited)

the Nine Months Ended September 30, 2020 and 2019

Operating Expenses

general and administrative

Operating Expenses

Loss from Operations

Loss Before Provision

for Income Taxes

loss per common share, basic and diluted

and diluted weighted average number of common shares outstanding

accompanying notes are an integral part of these condensed financial statements.

accompanying notes are an integral part of these financial statements.

ORGANICS, INC.

Statements of Operations (Unaudited)

the Three Months Ended September 30, 2020 and 2019

the Three Months Ended March 31, 2021 and 2020

Cost of Revenue

Operating Expenses

general and administrative

Operating Expenses

Income/(Loss) from

Income/(Loss) Before

Provision for Income Taxes

Benefit/(Provision)

for Income Taxes

Income/(Loss)

income/(loss) per common share, basic and diluted

and diluted weighted average number of common shares outstanding

Selling, general and

administrative

Loss from Operations

Income/(Loss) Before Provision for Income

Provision for Income

Net Income/(Loss)

per common share, basic and diluted

Weighted average

number of common shares outstanding, basic and diluted

accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

Statements of Cash Flows (Unaudited)

the Nine Months Ended September 30, 2020 and 2019

Cash flows from operating

Adjustments to reconcile

net loss to net cash used in operating activities:

and warrants issued to directors and employees

Changes in assets and

in accounts receivable

the Three Months Ended March 31, 2021 and 2020

Cash flows from operating activities:

Net income/(loss)

Adjustments to reconcile net loss to net

cash used in operating activities:

Stock issued to directors

and employees

SBA Loan Forgiveness

Changes in assets and liabilities:

Increase in accounts

Increase in inventory

(Increase)/decrease

in supplier deposits

in prepaid expenses

(Decrease)/Increase

in accounts payable and accrued expenses

Decrease in prepaid

Increase in accounts

payable and accrued expenses

Increase/(decrease)

in accrued payroll to related parties

cash used in operating activities

Net cash from financing

from SBA Loan

in accrued payroll to officers

cash (used in)/provided by operating activities

Net cash provided by/

(used in) financing activities:

repurchased for cancellation

cash provided by/ (used in) financing activities

Net decrease in cash

and cash equivalents

and cash equivalents at beginning of periods

and cash equivalents at end of periods

Net (decrease)/increase in cash and cash

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of periods

of non-cash investing and financing activity:

During the nine-month period ended September 30, 2020 the Company issued a total

of 1,011,750 Restricted and Non-Trading shares with an implied value of $140,936 to directors and officers to settle obligations

accompanying notes are an integral part of these condensed financial statements.

During the three-month period ended March 31, 2021 the Company issued a total of 294,750

Restricted and Non-Trading shares with an implied value of $50,175 to directors and officers to settle obligations payable.

accompanying notes are an integral part of these financial statements.

ORGANICS, INC.

the Nine Months Ended September 30, 2020

Stockholders’

January 1, 2020

Statements of Changes in Stockholders’

Equity (Unaudited)

the Three Months Ended March 31, 2021

Paid-In Capital

Stockholder’s

Balance, December 31, 2020

$ (23,430,337 )

Stock and warrants

issued to Directors and Employees

Stock retired to

September 30, 2020

Stock issued to Directors and employees

Balance, March 31, 2021

$ (23,417,694 )

accompanying notes are an integral part of these condensed financial statements.

accompanying notes are an integral part of these financial statements.

ORGANICS, INC.

3 unchanged sentences

or the “Company”) is a Delaware Corporation headquartered in Jersey City, NJ.

Company engages in new product development, production, marketing, distribution and sales of beverage brands that are natural,

Non-GMO Project verified, and USDA Organic.

The Company’s flagship product is MOJO Pure Coconut Water.

In addition to Pure

Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice and Coconut Water + Pineapple Juice.

We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts

of our management and third party partners and improved broker network, and new products and packaging in 2020, including pH7

water (pH is a scale of acidity) and energy beverages which are both major sectors of the beverage industry.

company predominantly packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and

is not made from carbon oil based packaging.

The packaging has a very low impact on the environment, and does not contribute to

landfills and the pollution of our bodies of water.

Financial Statements

accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting

on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission

(“SEC”).

Accordingly, certain information and disclosures required by accounting principles generally accepted in

the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to

such rules and regulations.

However, the Company believes that the disclosures included in these financial statements are adequate

to make the information presented not misleading.

The unaudited interim condensed financial statements included in this document

have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all

adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements.

results for the nine months ended September 30, 2020 are not necessarily indicative of the results that the Company will have

for any subsequent period.

engages in new product development, production, marketing, distribution and sales of beverage brands that are Non-GMO Project Verified.

Company’s flagship product is MOJO Pure Coconut Water.

In addition to Pure Coconut Water, the Company produces Sparkling Coconut

Water, Coconut Water + Mango Juice, Coconut Water + Pineapple Juice and Pure Organic Coconut Water.

We seek to grow the market share

of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party

partners and improved broker network, and new products and packaging in 2021.

The company predominantly packages its beverages in 100%

recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil-based packaging.

The packaging

has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.

and Distribution

Company’s flagship product is MOJO Pure Coconut Water.

In addition to Pure Coconut Water, the Company produces Sparkling Coconut

Water, Coconut Water + Mango Juice, Coconut Water + Pineapple Juice, and Pure Organic Coconut Water.

We seek to grow the market share

of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party

partners an improved broker network, and new products and packaging in 2021.

The company packages its beverages in 100% recyclable, Eco-Friendly

packaging that can be recycled infinite times and is not made from carbon oil-based packaging.

The packaging has a very low impact on

the environment, and does not contribute to landfills and the pollution of our bodies of water.

Company has multiple sources for its production.

The Company’s fruit sources are of high quality.

The fruit is part of the overall

taste and quality of our products.

Currently, the Company has multiple production facilities that it could source products from, each

of the facilities could supply our forecasted demand for 2021.

beverage industry is competitive.

Competitors in our market compete for brand recognition, ingredient sourcing, product shelf space,

and e-commerce page rankings.

Our competitors have similar distribution channels and retailers to deliver and sell their products.

the United States, beverages are governed by the U.S.

Food and Drug Administration (the “FDA”).

As such, it is necessary

for the Company to establish, maintain and make available for inspection records as well as to develop labels (including nutrition information)

that meet FDA requirements.

The Company’s production facilities are subject to FDA regulation.

of March 31, 2021, the Company has two employees.

The Company also uses the services of contractors, consultants and other third-parties.

We contract with food brokers to represent our products to specific specialized sales channels.

We utilize the services of direct sales

and distribution companies that deliver and sell our products to their customers.

We contract with manufacturing facilities to produce

our products and outsource the storage and transportation of our products.

HISTORY AND DEVELOPMENT

Company was incorporated in 2007 and began producing MOJO branded products in 2016.

MOJO Organics Inc is headquartered in Jersey City,

and our internet site is www.MojoOrganicsInc.com.

MOJO’s stock is traded on the OTC Markets under the symbol MOJO.

Interim Financial Statements

The accompanying unaudited interim condensed financial

statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the

related rules and regulations of the Securities and Exchange Commission (“SEC”).

Accordingly, certain information and disclosures

required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements

have been condensed or omitted pursuant to such rules and regulations.

However, the Company believes that the disclosures included in

these financial statements are adequate to make the information presented not misleading.

The unaudited interim condensed financial statements

included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s

opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial

The results for the three months ended March 31, 2021 are not necessarily indicative of the results that the Company will

have for any subsequent period.

These unaudited condensed financial statements should be read in conjunction with the audited financial

statements and the notes to those statements for the year ended December 31, 2019 included in the Company’s Annual Report

on Form 10-K.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

statements and the notes to those statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form

NOTE 2 –

SUMMARY OF SIGNIFICANT ACCOUNTING

Use of Estimates

financial statements are prepared in conformity with GAAP.

Management is required to make estimates and assumptions that affect

the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and

expenses during the reporting period.

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.

and Cash Equivalents

equivalents include investment instruments and time deposits purchased with a maturity of three months or less.

On September 30,

2020 and December 31, 2019, the Company did not have any cash equivalents.

receivable are stated at the amount management expects to collect from outstanding balances.

The Company provides for probable

uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable

collection efforts.

The allowance for doubtful accounts as of September 30, 2020 and December 31, 2019 was zero.

consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).

If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost.

were no such adjustments in 2020 or 2019.

from sales of products is recognized when the related performance obligation is satisfied.

The Company’s performance obligation

is satisfied upon the shipment or delivery of products to customers.

The Company’s products are sold on cash and credit

terms which are established in accordance with standardized industry practices and typically require payment within 30 days of

Costs incurred for sales incentives and discounts are accounted for as reductions in revenue.

incurred for sales incentives and discounts are accounted for as reductions in revenue.

These costs include payments to customers

for performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum

and Handling Costs

and handling costs incurred to move finished goods from our sales distribution centers to customer locations are included in the

line Selling, General and Administrative Expenses in our Statements of Operations.

Income/(Loss) Per Common Share

Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 260, “Earnings per Share”.

ASC Topic 260 requires presentation of basic

and diluted EPS.

Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of

common shares outstanding for the period.

Diluted EPS is based on the weighted average number of shares of common stock and common

stock equivalents outstanding during the periods.

following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they

would have had an anti-dilutive impact on the Company’s net income/(loss) per common share:

of September 30,

Days to Expiration

underlying options outstanding

Company provides for income taxes using the asset and liability approach in accounting for income taxes.

Deferred tax assets and

liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and

the tax rates in effect when these differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance

if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not

Company recognizes interest and penalties related to income tax matters in income tax expense.

As of September 30, 2020 and December

31, 2019, the Company had no accrued interest or penalties.

The Company has had no Federal or State tax examinations in the past

nor does it have any at the current time.

As of September 30, 2020 and December 31, 2019, the Company had Net Operating Loss Carryforwards

of approximately $4,620,000 and $4,700,000, respectively, and Deferred Tax Assets amounting to approximately $1,208,000 and $1,320,000,

respectively, which have been fully reserved by valuation allowances beyond that portion which is expected to offset current taxes.

As of September 30, 2020, the Company’s income tax payable would be $23,309 if this had not been offset by the deferred

Company accounts for equity based transactions under the provisions of ASC Topic 718, “

Cash and Cash Equivalents

Cash equivalents include investment instruments

and time deposits purchased with a maturity of three months or less.

As of March 31, 2021, and March 31, 2020, the Company did not have

any cash equivalents.

Accounts Receivable

Accounts receivable are stated at the amount management

expects to collect from outstanding balances.

The Company provides for probable uncollectible amounts based upon its assessment of the

current status of the individual receivables and after using reasonable collection efforts.

The allowance for doubtful accounts as of

March 31, 2021 and 2020 was zero.

Inventories, consisting solely of finished goods,

are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).

If necessary, the Company provides

allowances to adjust the carrying value of its inventories to NRV when NRV is below cost.

There were no such adjustments in 2021 or 2020.

Revenue Recognition

Revenue from sales of products is recognized when

the related performance obligation is satisfied.

The Company’s performance obligation is satisfied upon the shipment or delivery

of products to customers.

The Company’s products are sold on cash and credit terms which are established in accordance with standardized

industry practices and typically require payment within 30 days of delivery.

Costs incurred for sales incentives and discounts are accounted

for as reductions in revenue.

Deductions from Revenue

Costs incurred for sales incentives and discounts

are accounted for as reductions in revenue.

These costs include payments to customers for performing merchandising activities on our

behalf, including in store displays, promotions for new items and obtaining optimum shelf space.

Shipping and Handling Costs

Shipping and Handling Costs incurred to move finished

goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses

in our Statements of Operations.

Net Income/(Loss) Per Common Share

The Company computes per share amounts in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings

per Share”.

ASC Topic 260 requires presentation of basic and diluted EPS.

Basic EPS is computed by dividing the loss available

to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted EPS is based on the weighted

average number of shares of common stock and common stock equivalents outstanding during the periods.

The following potentially dilutive securities

have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the

Company’s net income/(loss) per common share:

Shares underlying options outstanding

Glenn Simpson

The Net Operating Loss Carryforwards for federal

taxes was $3,872,658 at March 31, 2021 and $3,872,658 for the State of New Jersey.

The Deferred Tax Assets for federal taxes was $813,250

at March 31, 2021 and $348,539 for the State of New Jersey.

The total Deferred Tax Assets was $1,161,797 at March 31, 2021.

Tax assets have been fully reserved by valuation allowances beyond that portion which is expected to offset current taxes.

31, 2021, the Company’s Federal income tax payable at the corporate tax rate of 21% would be $13,192 and State Income Tax payable

at 9% tax rate would be $5,654 if this had not been offset by the deferred tax assets.

The Company provides for income taxes using the

asset and liability approach in accounting for income taxes.

Deferred tax assets and liabilities are recorded based on the differences

between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely

than not that some or all of the deferred tax assets will not be realized.

The Company did not have a deferred tax liability at March

31, 2021 and March 31, 2020.

As of March 31, 2021 and March 31, 2020, the Company

had no accrued interest or penalties because there were none.

The Company had no Federal or State tax examinations in the past nor does

it have any at the current time.

Stock-Based Compensation

The Company accounts for equity based transactions

under the provisions of ASC Topic 718, “

Accounting for Stock-Based Compensation”.

The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options,

restricted stock, employee stock purchase plans and stock appreciation rights.

ASC Topic 718 requires employee compensation expense

to be recorded using the fair value method.

based payment awards are measured at the month-end volume weighted average price (VWAP) of the equity instrument that an entity

is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from

the instruments have been satisfied.

value of financial instruments

carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate

their fair values due to their short-term nature.

Accounting Pronouncements

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

2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

The ASC aims to identify, evaluate, and improve areas

of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving

the usefulness of the information provided to users of financial statements.

The Company is still assessing the impact of this

pronouncement to the financial statements.

The ASC prescribes accounting and

reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans

and stock appreciation rights.

ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.

Share based payment awards are measured at the

month-end volume weighted average price (VWAP) of the equity instrument that an entity is obligated to issue when the service has been

rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Fair value of financial instruments

The carrying amounts of financial instruments,

which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards

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

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting

for Income Taxes”.

The ASC aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP)

for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial

The Company is still assessing the impact of this pronouncement to the financial statements.

NOTE 3 –

COMMITMENTS AND CONTINGENCIES

global coronavirus (COVID-19) pandemic has caused disruptions in supply chains, affecting production and sales across a range

of industries.

While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration.

extent of the impact of COVID-19 on our operational and financial performance will depend on the effect on our customers and vendors

The global coronavirus (COVID-19) pandemic has

caused disruptions in supply chains, affecting production and sales across a range of industries.

While this disruption is currently

expected to be temporary, there is considerable uncertainty around the duration.

The extent of the impact of COVID-19 on our operational

and financial performance will depend on the effect on our customers and vendors –

all of which are uncertain and cannot be predicted.

The related financial impact cannot be reasonably estimated at this

April 6, 2017, the Company entered into an Amended and Restated Employment Agreement with Mr.

Glenn Simpson (the “Simpson

Agreement”), the Company’s Chairman and Chief Executive Officer (the “CEO”).

The Simpson Agreement was

effective April 1, 2017 and has an eight year term.

to the Simpson Agreement dated April 6, 2017, 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.

Pursuant to his employment agreement, Mr.

Simpson is entitled to a salary

of not less than $18,500 per month.

The related financial impact cannot be reasonably estimated at this time.

Employment Agreements

Pursuant to the Amended and Restated Employment

Agreement (“the Agreement”) dated April 6, 2017 date, Mr.

Simpson is paid a salary of $5,000 per month in cash and the Company

is obligated to grant 67,000 shares of non-trading, restricted Common Stock per month.

Additionally, Mr.

Simpson is entitled to an annual bonus comprised of cash and Common Stock

based on the achievement of performance goals established by the Board of Directors of the Company and set forth in the Simpson

Simpson is entitled to an annual

bonus comprised of cash and non-trading, restricted Common Stock based on the achievement of performance goals established by the Board

of Directors of the Company and set forth in the Agreement.

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 achieving revenue performance goals.

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

The bonus awards are accelerated when revenues exceed the annual target amounts.

the nine months ended September 30, 2020, the CEO was issued 603,000 Restricted and Non-Trading shares of Common Stock under the

terms of the Simpson Agreement for the stock portion of his first, second and third quarter compensation.

The stock bonus is set

at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.

The term of the Agreement is through April 1,

In the event that the Agreement is terminated for good reason, the Company shall pay Mr.

Simpson any accrued but unpaid salary

for services rendered to the date of termination, and an amount equal to the salary at the time of termination, payable for the remainder

of the current term.

As of March 31, 2021, there are 48 months remaining on the Agreement.

The Company’s liability on the remainder

of the Agreement is $240,000 for the cash portion of Mr.

Simpson’s salary, and 3,216,000 shares of non-trading, restricted Common

During the three months ended March 31, 2021,

Simpson was issued 201,000 Restricted and Non-Trading shares of Common Stock under the terms of the Agreement for the stock portion

of his compensation.

Refer to Note 4 –

Restricted Stock Issuances.

Simpson did not receive cash payments during the first and third quarters or for the month of

He received cash payments for the months of April and May 2020.

Simpson did not receive cash payments during the

first 3 quarters of 2019.

He was owed $20,000 and $10,000 as of September 30, 2020 and December 30, 2019, respectively, for the

cash portion of his salary.

Refer to Note 4 for the explanation of the conversions.

“Simpson Agreement”

is the only executive employment agreement in effect as of September 30, 2020.

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.

Company maintains office space in Jersey City, NJ.

Lease Commitment

The Company maintains office space in Jersey City,

The initial lease agreement was for the period March 1, 2020 to February 28, 2021.

2020 and was renewed for one year under the same terms.

In April 2020, the Company was given a 50% discount on the rent for April

and May 2020 as well as an optional lease extension for an additional three months under the same terms.

The base rent under this

agreement is $2,343 per month, and expires May 31, 2021.

Lease expense amounted to $18,744 and $20,736 for the nine months ended

September 30, 2020 and 2019 respectively.

In April 2020, the Company was given a 50% discount

on the rent for April and May 2020 as well as an optional lease extension for an additional three months under the same terms.

rent under this agreement is $2,343 per month, and expires May 31, 2021.

Lease expense amounted to $7,029 and $7,029 for the three months

ended March 31, 2021 and 2020 respectively.

The security deposit for the lease agreement is $4,518 and the lease expires on May 31, 2021.

NOTE 4 –

STOCKHOLDERS’

Company has authorized 190,000,000 shares of Common Stock having a par value of $0.001.

On February 4, 2019, the Company, by a

vote of its majority shareholders, cancelled the authorization for the issuance of up to 10,000,000 shares of preferred stock.

There were no shares of preferred stock issued or outstanding prior to this change.

Stock outstanding at September 30, 2020 and December 31, 2019 includes a total of 367,204 restricted shares issued in certificate

form to a former consultant which were ordered cancelled during 2014.

Such shares cannot be cancelled until the physical shares

are surrendered to the Company or the Company’s designee and are not otherwise transferable by the holder.

Stock Issuances

the nine months ended September 30, 2020, 1,011,750 shares of Restricted and Non-Trading Common Stock were issued to Directors

and Officers of the Company.

These shares have full voting rights but are restricted for sale or transfer.

The CEO exercised options

to purchase 156,250 shares at $0.16 per share for a total exercise price of $25,000 which reduced the accrued salary payable to

the CEO by the same amount.

CEO was also issued 603,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his salary for the first,

second and third quarter.

A Director was issued 90,000 shares of Common stock as an award for continuing to serve as a Director

of the Company.

The Corporate Controller was also issued 162,500 shares of Common stock as part of her annual stock bonus.

value of these shares was recorded as a component of compensation expense.

connection with private placement offerings in March 2014 (the “2014 Offerings”), warrants to purchase 2,030,223 shares

of Common Stock were issued at a price of $0.91 per share.

These warrants expired on March 12, 2019.

connection with a private placement offering in August 2015 (the “2015 Offerings), warrants to purchase 1,500,000 shares

of Common Stock were issued at a price of $0.40 per share.

These warrants expired on August 19, 2020.

are no outstanding warrants as of September 30, 2020.

Purchased for Cancellation

January 23, 2020 the Company purchased 25,000 shares of its restricted common stock from one shareholder for cancellation.

Company paid $5,250 or $0.21 per share which was the average market price for its traded shares during the period.

were cancelled and are available for reissuance.

The Company has authorized 190,000,000 shares

of Common Stock having a par value of $0.001.

Restricted Stock Issuances

During the three months ended March 31, 2021,

294,750 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company.

These shares have full

voting rights but are restricted for sale or transfer.

The CEO exercised options to purchase 93,750 shares at $0.16 per share for a total

exercise price of $15,000 which reduced the accrued salary payable to the CEO by the same amount.

The CEO was also issued 201,000 shares of Restricted

and Non-Trading Common Stock for the stock portion of his annual salary.

Advisory Services

On October 3, 2013, the Company entered into an

agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from

Carricklee House, Strabane, Northern Ireland.

In connection with this agreement, the Company

issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value

of the stock on the date of issue.

The stock is vested;

however, it is restricted from trading.

Ian Thompson was also issued 200,000

shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue

goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014.

Consulting fees amounting to $105,000

and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock.

Throughout the term of the

agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same.

failed to perform in all material respects under the terms of the agreement and refused to provide evidence.

On June 27, 2014, the Company terminated the agreement.

Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates

listed below.

The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss,

liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate

the Thompson Agreement.

The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery.

Stock Purchased for Cancellation

There were no stock purchased for cancellation

during the three months ended March 31, 2021.

NOTE 5 –

STOCK OPTIONS

April 6, 2017, the Company granted stock options to purchase 356,559 shares and 1,500,000 shares of Common Stock pursuant to the

2012 Incentive Plan and the 2015 Incentive Plan, respectively.

The options were priced at the fair market value of the Common

Stock and are immediately exercisable.

Incentive Plan

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.

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.

In 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

During 2018, 495,403 stock options had been cancelled due to termination of employment and were available for reissuance

at that time.

There are no options outstanding from this plan as of September 30, 2020 and December 31, 2019.

Incentive Plan

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.

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.

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.

As of 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.

There are 505,608

options outstanding from this plan as of September 30, 2020, and 661,858 options were outstanding as of December 31, 2019.

Option Activity

February 2019, two of the Company’s Directors surrendered 70,000 stock options and were issued 70,000 shares of Common Stock

The CEO of the Company was also issued 222,000 Restricted and Non-Trading shares of Common Stock.

August 13, 2019, the Company’s Board of Directors consented the CEO to exercise options to purchase 93,750 Restricted and

Non-Trading shares at $0.16 per share.

The total exercise value was $15,000 and this reduced the loan payable to the CEO

November 1, 2019, the Company’s Board of Directors consented the CEO to exercise options to purchase 239,938 Restricted

and Non-Trading shares at $0.16 per share.

The total exercise value was $38,390 and this reduced the accrued salary payable

to the CEO by the same amount.

January 14, 2020 the Company’s Board of Directors consented the CEO to exercise options to purchase 93,750 Restricted and

Non-trading shares at $0.16 per share.

The total exercise value was $15,000 and this reduced the accrued salary payable

to the CEO by the same amount.

March 6, 2020 the Company’s Board of Directors consented the CEO to exercise options to purchase 62,500 Restricted and Non-Trading

shares at $0.16 per share.

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

following table summarizes stock option activity under the Plans:

Expiration Date

of Days to Expiration

Exercise Price

Stock Option Activity

On March 24, 2021, Mr.

Simpson exercised options

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

The total exercise value was $15,000 and this reduced the accrued

salary payable to the CEO by the same amount.

The following table summarizes stock option activity

under the Plans:

to Expiration

Outstanding, December 31, 2020

1 unchanged sentence

Glenn Simpson

Outstanding, September 30, 2020

Outstanding, March 31, 2021

Glenn Simpson

Exercisable, September 30, 2020

Exercisable, March 31, 2021

Glenn Simpson

the nine months ended September 30, 2020 and 2019, compensation expense related to stock options was $0.

As of September 30, 2020,

there was no unrecognized compensation cost related to non-vested stock options.

During the quarters ended March 31, 2021 and 2020,

compensation expense related to stock options was $0.

As of March 31, 2021, there was no unrecognized compensation cost related to non-vested

stock options.

NOTE 6 –

RELATED PARTY TRANSACTIONS

January 14, 2020 the CEO of the Company exercised 93,750 stock options at an exercise price of $0.16.

The Company issued 93,750

Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $15,000.

March 12, 2020 the $10,000 accrued salary balance was used to pay for an option exercise made by the CEO of the Company.

result of the transaction, the Company issued 62,500 Restricted and Non-Trading shares of Common Stock to the CEO and the accrued

payroll then owed to the CEO was reduced to $0.

of September 30, 2020, accrued payroll of $30,972 was owed to the CEO and the Controller of the Company.

On March 24, 2021 the CEO of the Company exercised

93,750 stock options at an exercise price of $0.16.

The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and

the accrued payroll owed to him was reduced by $15,000.

As of March 31, 2021, accrued payroll of $8,886

was owed to employees.

NOTE 7 –

SBA LOANS “CARES ACT”

May 5, 2020, the Company received loan proceeds in the amount of $35,508 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for

loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes,

including payroll, benefits, rent and utilities, and maintains its payroll levels.

The amount of loan forgiveness will be reduced

if the borrower terminates employees or reduces salaries during the eight-week period.

there were an unforgiven portion of the PPP loan, it would be payable over a period of up to two years at an interest rate of

1%, with a deferral of payments for the first six months.

The Company’s use of the proceeds is consistent with the PPP.

The Company believes that its use of the loan proceeds has met the criteria for forgiveness of the loan.

The Company believes

that the loan will be forgiven on November 1, 2020 or sooner in accordance with the guidance from the PPP.

May 27, 2020, the Company received grant proceeds in the amount of $2,000 under the Economic Injury Disaster Loan (“EIDL”)

This grant was recorded as other income during the second quarter of 2020.

The EIDL program was created to assist businesses,

renters and homeowners located in regions affected by declared disasters.

The Company applied for the EIDL Emergency Advance which

provides $1,000 per employee up to a maximum of $10,000.

EIDL Advances are 100% forgivable as long as it is used for providing sick leave benefits to employees, maintaining payroll to

retain employees, payments on mortgage, rent and utilities, increased costs to obtain materials from the applicants’

source due to interrupted supply chains, and repaying obligations that cannot be met due to revenue losses.

The Company’s

use of the advance has met the criteria for forgiveness of the advance.

SUBSEQUENT EVENTS

October 12, 2020, the Company applied for the loan forgiveness for the loan proceeds amounting $33,508 under the Paycheck Protection

The Company believes it has met the criteria for forgiveness and should receive that determination from the US Treasury

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 nine months ended September 30, 2020 to September 30,

of Operations —

Analysis of our financial results comparing the three months ended September 30, 2020 to September 30,

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 critical accounting policies and estimates,

which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important

to the presentation of our financial condition and results of operations and could potentially result in materially different

results under different assumptions, judgments or conditions.

believe the following critical 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.

On May 5, 2020, the Company received loan proceeds

in the amount of $35,508 under the Paycheck Protection Program (“PPP”).

On December 18, 2020, the Company applied for the

loan forgiveness for the loan proceeds amounting $35,508 under the Paycheck Protection Program.

The Company received the loan forgiveness

decision from the SBA in January 2021.

The full amount of the loan proceeds amounting $35,508 was forgiven.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis

of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements

and notes to assist readers in understanding our results of operations, financial condition and cash flows.

MD&A is organized as

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 —

Analysis of our financial results

comparing the quarter ended March 31, 2021 to 2020.

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 Report.

We have identified the following as our critical accounting policies and estimates, which are defined as those that are reflective of

significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results

of operations and could potentially result in materially different results under different assumptions, judgments or conditions.

We believe the following critical accounting policies

reflect our more significant estimates and assumptions used in the preparation of our financial statements:

Use of Estimates —

The financial

statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

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.

Accounting Pronouncements

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

2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

The ASC aims to identify, evaluate, and improve areas

of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving

the usefulness of the information provided to users of financial statements.

The Company is still assessing the impact of this

pronouncement to the financial statements.

Organics, Inc.

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

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards

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

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting

for Income Taxes”.

The ASC aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP)

for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial

The Company is still assessing the impact of this pronouncement to the financial statements.

COMPANY OVERVIEW

MOJO Organics, Inc.

(“MOJO”

or the “Company”) is a Delaware Corporation headquartered in Jersey City, NJ.

Company engages in new product development, production, marketing, distribution and sales of beverage brands that are Non-GMO

Project Verified.

Company’s flagship product is MOJO Pure Coconut Water.

In addition to Pure Coconut Water, the Company produces Sparkling

Coconut Water, Coconut Water + Mango Juice and Coconut Water + Pineapple Juice.

“Company”) is a Delaware corporation headquartered in Jersey City, NJ.

The Company engages in new product development, production,

marketing, distribution and sales of beverage brands that are natural, Non-GMO Project verified, and USDA Organic.

The Company’s

flagship product is MOJO Pure Coconut Water.

In addition to Pure Coconut Water, the Company produces Sparkling Coconut Water, Coconut

Water + Mango Juice, Coconut Water + Pineapple Juice and Pure Organic Coconut Water.

We seek to grow the market share of our products

by expanding our hybrid distribution network through the relationships and efforts of our management and third party partners

and improved broker network, and new products and packaging in 2020, including pH7 water (pH is a scale of acidity) and energy

beverages which are both major sectors of the beverage industry.

The company predominantly

packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon

oil based packaging.

The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution

of our bodies of water.

of Operations

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, the Company reported revenue of $1,450,587 an increase of $104,014 or 8% from revenue

of $1,346,573 for the nine months ended September 30, 2019.

The increase in revenue was due to higher demand for MOJO branded

Cases sold for MOJO products in the first three quarters of 2020 increased by 26,521 compared to the same period in

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 nine months ended September 30, 2020, cost of revenue was $749,278 or 51.7% of revenue.

For the nine months ended September

30, 2019, cost of revenue was $692,219 or 51.4% of revenue.

The cost of revenue percentage was the same for both periods.

the nine months ended September 30, 2020, operating expenses were $710,432 a decrease of $154,130 from operating expenses of $864,562

for the nine months ended September 30, 2019.

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

Compensation expenses decreased by $108,339 compared to the same period last year.

Marketing expenses decreased by $13,051 from

the same period last year.

Selling expenses were $333,314 for the nine months ended September 30, 2020 compared to $365,407 for

the nine months ended September 30, 2019.

This $32,093 decrease is attributable to the lower shipping expenses, broker fees and

storage fees.

Income/(Loss)

the nine months ended September 30, 2020, net loss was $6,903, a $203,305 improvement from net loss of $210,208 for the nine months

ended September 30, 2019.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, the Company reported revenue of $572,620 an increase of $69,282 or 14% from

revenue of $503,338 for the three months ended September 30, 2019.

The increase in revenue was due to higher demand for MOJO

branded products.

Cases sold for MOJO products during the third quarter of 2020 increased by 22,719 compared to the same

period in 2019.

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 three months ended September 30, 2020, cost of revenue was $302,817 or 53% of revenue.

For the three months ended September

30, 2019, cost of revenue was $262,106 or 52% of revenue.

The 1 percentage point increase was primarily due to higher purchase

cost of inventory during the third quarter of 2020 compared to the same period last year.

the three months ended September 30, 2020, operating expenses were $226,799 a decrease of $49,058 from operating expenses of $275,857

for the three months ended September 30, 2019.

decrease in operating expenses primarily due to lower compensation and marketing expenses, offset with a slight increase in selling

During the third quarter 2020, compensation expenses decreased by $48,048 from $120,080 for the quarter ended September

Marketing expenses also decreased by $4,578 compared to the same period last year.

Selling expenses increased to $113,236

for the third quarter of 2020 from $111,177 during the third quarter 2019.

This $2,058 increase is attributable to higher Amazon

selling fees offset by lower broker fees.

Income/(Loss)

the three months ended September 30, 2020, net income was $44,999, a $79,624 improvement from net loss of ($34,624) for the three

months ended September 30, 2019.

and Capital Resources

of September 30, 2020, the Company had working capital of $300,143.

Net cash used in operating activities was $54,751 for the

nine months ended September 30, 2020, an increase of $36,636 compared to $17,934 net cash used for the nine months ended September

Net cash provided by financing activities was $30,258 for the nine months ended September 30, 2020 compared to net cash

used in financing activities of $750 for the nine months ended September 30, 2019.

Capital Needs

working capital requirements increase as demand grows for our products.

Should the Company require additional working capital

in the next twelve months, it may seek to raise funds.

Financing transactions could include the issuance of equity or debt securities

or obtaining credit facilities.

The Company has not required additional financing since February 2016.

SHEET ARRANGEMENTS

Company had no off-balance sheet arrangements as of September 30, 2020

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and improved

broker network, and new products and packaging in 2021.

The company predominantly packages its beverages in 100% recyclable, Eco-Friendly

packaging that can be recycled infinite times and is not made from carbon oil-based packaging.

The packaging has a very low impact on

the environment, and does not contribute to landfills and the pollution of our bodies of water.

Results of Operations

Three Months Ended March 31, 2021 and 2020

For the three months ended March 31, 2021, the

Company reported revenue of $403,766 a decrease of $36,324 from revenue of $440,090 for the three months ended March 31, 2020.

in revenue was due to the COVID-19 pandemic which caused several channels of our business to be shut down.

Cost of Revenue

Cost 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.

For the three months ended March 31, 2021, cost

of revenue was $208,401 or 52% of revenue.

For the three months ended March 31, 2020, cost of revenue was $237,050 or 54% of revenue.

The 2% decrease in cost of revenue was due to lower product costs.

Operating Expenses

For the three months ended March 31, 2021, the

selling, general and administrative expenses was $218,230 a decrease of $41,423 from the three months ended March 31, 2020 of $259,653.

This decrease in operating expenses was primarily

due to lower compensation expenses coupled with lower selling expenses.

Compensation expenses decreased by $23,672 compared to the same

period last year.

Selling expenses were $98,653 for the three months ended March 31, 2021 compared to $114,141 for the three months ended

March 31, 2021.

This $15,488 decrease is attributable to the lower Amazon selling fees offset by an increase in shipping fees and commissions.

For the three months ended March 31, 2021, the

net income was 12,643, a $69,256 improvement from a net loss of ($56,513) for the three months ended March 31, 2020.

Liquidity and Capital Resources

As of March 31, 2021, the Company had working

capital of $303,845.

Net cash used in operating activities was $18,586 for the three months ended March 31, 2021, compared to net cash

provided by operating activities for the three months ended March 31, 2020 of $335.

Net cash used in financing activities was $0 for

the three months ended March 31, 2021 compared to $5,250 Net cash used in financing activities to repurchase 25,000 MOJO Restricted Common

Stock at an average stock price of $0.21 for the three months ended March 31, 2020.

Working Capital Needs

Our working capital requirements increase as demand

grows for our products.

During 2021 and 2020, 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

QUANTITATIVE AND QUALITATIVE DISCLOSURE

ABOUT MARKET RISKS

Not applicable.

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-Q

Item 1. Financial Statements