2 unchanged sentences
Balance Sheets (Unaudited)
−Removed: of March 31, 2021 and December 31, 2020
+Added: of June 30, 2021 and December 31, 2020
CURRENT ASSETS:
−Removed: cash equivalents
−Removed: Accounts receivable,
+Added: Cash and cash equivalents
+Added: Accounts receivable, net
Supplier deposits
Prepaid expenses
−Removed: Current Assets
−Removed: LIABILITIES AND STOCKHOLDERS’
−Removed: CURRENT LIABILITIES:
−Removed: Accounts payable and
−Removed: accrued expenses
−Removed: Accrued payroll to related
+Added: Security deposit
+Added: Total Current Assets
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
−Removed: STOCKHOLDERS’
−Removed: Common stock, 190,000,000
−Removed: 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,
−Removed: 2020, respectively
+Added: Accounts payable and accrued expenses
+Added: Accrued payroll to related parties
+Added: Total Current Liabilities
+Added: STOCKHOLDERS’ EQUITY
+Added: Common stock, 40,000,000 shares authorized at $ 0.001 par value, 31,278,906 and 30,610,240 shares issued and outstanding, at June 30, 2021 and December 31, 2020, respectively
Additional paid in capital
+Added: Accumulated deficit
( 23,336,522 )
( 23,430,337 )
−Removed: Stockholders’
−Removed: LIABILITIES AND STOCKHOLDERS’
+Added: Total Stockholders’ Equity
+Added: TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
accompanying notes are an integral part of these financial statements.
1 unchanged sentence
Statements of Operations (Unaudited)
−Removed: the Three Months Ended March 31, 2021 and 2020
+Added: the Three Months Ended June 30, 2021 and 2020
Cost of Revenue
Operating Expenses
−Removed: Selling, general and
−Removed: administrative
−Removed: Loss from Operations
−Removed: Income/(Loss) Before Provision for Income
−Removed: Provision for Income
−Removed: Net Income/(Loss)
+Added: Selling, general and administrative
+Added: Income from Operations
+Added: Income Before Provision for Income Taxes
+Added: Provision for Income Taxes
+Added: Net Income per common share, basic and diluted
+Added: Weighted average number of common shares outstanding, basic and diluted
+Added: accompanying notes are an integral part of these condensed financial statements.
+Added: ORGANICS, INC.
+Added: Statements of Operations (Unaudited)
+Added: the Six Months Ended June 30, 2021 and 2020
+Added: Cost of Revenue
+Added: Operating Expenses
+Added: Selling, general and administrative
+Added: Income/(Loss) from Operations
+Added: Income/(Loss) Before Provision for Income Taxes
+Added: Provision for Income Taxes
Net Income/(Loss)
−Removed: per common share, basic and diluted
−Removed: Weighted average
−Removed: number of common shares outstanding, basic and diluted
+Added: Net Income/(Loss) per common share, basic and diluted
+Added: 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)
−Removed: the Three Months Ended March 31, 2021 and 2020
+Added: the Six Months Ended June 30, 2021 and 2020
Cash flows from operating activities:
Net income/(loss)
−Removed: Adjustments to reconcile net loss to net
−Removed: cash used in operating activities:
−Removed: Stock issued to directors
−Removed: and employees
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Stock issued to directors and employees
SBA Loan Forgiveness
Changes in assets and liabilities:
−Removed: Increase in accounts
+Added: Increase in accounts receivable
Increase in inventory
−Removed: (Increase)/decrease
−Removed: in supplier deposits
−Removed: Decrease in prepaid
−Removed: Increase in accounts
−Removed: payable and accrued expenses
−Removed: Increase/(decrease)
−Removed: in accrued payroll to officers
−Removed: cash (used in)/provided by operating activities
−Removed: Net cash provided by/
−Removed: (used in) financing activities:
−Removed: repurchased for cancellation
−Removed: cash provided by/ (used in) financing activities
−Removed: Net (decrease)/increase in cash and cash
−Removed: Cash and cash equivalents
−Removed: at beginning of period
−Removed: Cash and cash equivalents
−Removed: at end of periods
+Added: Increase in supplier deposits
+Added: Decrease/(Increase) in prepaid expenses and security deposit
+Added: Increase/(Decrease) in accounts payable and accrued expenses
+Added: Increase/(Decrease) in accrued payroll to officers
+Added: Net cash (used in)/provided by operating activities
+Added: Net cash provided by/ (used in) financing activities:
+Added: Proceeds from SBA Loan
+Added: Shares repurchased for cancellation
+Added: Net cash provided by/ (used in) financing activities
+Added: Net (decrease)/increase in cash and cash equivalents
+Added: Cash and cash equivalents at beginning of period
+Added: Cash and cash equivalents at end of periods
of non-cash investing and financing activity:
−Removed: During the three-month period ended March 31, 2021 the Company issued a total of 294,750
−Removed: Restricted and Non-Trading shares with an implied value of $50,175 to directors and officers to settle obligations payable.
+Added: During the six-month period ended June 30, 2021 the Company issued a total of 668,666
+Added: Restricted and Non-Trading shares with an implied
+Added: value of $ 110,470
+Added: to directors and officers to settle obligations
accompanying notes are an integral part of these financial statements.
ORGANICS, INC.
−Removed: Statements of Changes in Stockholders’
−Removed: Equity (Unaudited)
−Removed: the Three Months Ended March 31, 2021
−Removed: Paid-In Capital
−Removed: Stockholder’s
−Removed: Balance, December 31, 2020
+Added: Statements of Changes in Stockholders’ Equity (Unaudited)
+Added: the Six Months Ended June 30, 2021
+Added: Stockholders’
+Added: December 31, 2020
$ ( 23,430,337 )
−Removed: Stock issued to Directors and employees
−Removed: Balance, March 31, 2021
+Added: issued to Directors and employees
+Added: June 30, 2021
$ ( 23,336,522 )
3 unchanged sentences
Organics, Inc.
−Removed: (“MOJO”
−Removed: or the “Company”) is a Delaware Corporation headquartered in Jersey City, NJ.
+Added: (“MOJO” or the “Company”) is a Delaware Corporation headquartered in Jersey City, NJ.
engages in new product development, production, marketing, distribution and sales of beverage brands that are Non-GMO Project Verified.
−Removed: Company’s flagship product is MOJO Pure Coconut Water.
+Added: Company’s flagship product is MOJO Pure Coconut Water.
In addition to Pure Coconut Water, the Company produces Sparkling Coconut
8 unchanged sentences
and Distribution
−Removed: Company’s flagship product is MOJO Pure Coconut Water.
+Added: Company’s flagship product is MOJO Pure Coconut Water.
In addition to Pure Coconut Water, the Company produces Sparkling Coconut
8 unchanged sentences
Company has multiple sources for its production.
−Removed: The Company’s fruit sources are of high quality.
+Added: The Company’s fruit sources are of high quality.
The fruit is part of the overall
7 unchanged sentences
the United States, beverages are governed by the U.S.
−Removed: Food and Drug Administration (the “FDA”).
+Added: Food and Drug Administration (the “FDA”).
As such, it is necessary
1 unchanged sentence
that meet FDA requirements.
−Removed: The Company’s production facilities are subject to FDA regulation.
−Removed: of March 31, 2021, the Company has two employees.
+Added: The Company’s production facilities are subject to FDA regulation.
+Added: of June 30, 2021, the Company has two employees.
The Company also uses the services of contractors, consultants and other third-parties.
8 unchanged sentences
and our internet site is www.MojoOrganicsInc.com.
−Removed: MOJO’s stock is traded on the OTC Markets under the symbol MOJO.
−Removed: Interim Financial Statements
−Removed: The accompanying unaudited interim condensed financial
−Removed: 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
−Removed: related rules and regulations of the Securities and Exchange Commission (“SEC”).
−Removed: Accordingly, certain information and disclosures
−Removed: required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements
−Removed: have been condensed or omitted pursuant to such rules and regulations.
−Removed: However, the Company believes that the disclosures included in
−Removed: these financial statements are adequate to make the information presented not misleading.
−Removed: The unaudited interim condensed financial statements
−Removed: included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s
−Removed: opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial
−Removed: The results for the three months ended March 31, 2021 are not necessarily indicative of the results that the Company will
−Removed: have for any subsequent period.
−Removed: These unaudited condensed financial statements should be read in conjunction with the audited financial
−Removed: statements and the notes to those statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form
−Removed: NOTE 2 –
−Removed: SUMMARY OF SIGNIFICANT ACCOUNTING
−Removed: Use of Estimates
+Added: MOJO’s stock is traded on the OTC Markets under the symbol MOJO.
+Added: Financial Statements
+Added: accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting
+Added: on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America
+Added: (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations.
+Added: the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading.
+Added: The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited
+Added: financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with
+Added: GAAP and SEC regulations for interim financial statements.
+Added: The results for the three months ended June 30, 2021 are not necessarily indicative
+Added: of the results that the Company will have for any subsequent period.
+Added: These unaudited condensed financial statements should be read in
+Added: conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2020 included in
+Added: the Company’s Annual Report on Form 10-K.
+Added: 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
financial statements are prepared in conformity with GAAP.
3 unchanged sentences
Actual results could differ from those estimates.
−Removed: Cash and Cash Equivalents
−Removed: Cash equivalents include investment instruments
−Removed: and time deposits purchased with a maturity of three months or less.
−Removed: As of March 31, 2021, and March 31, 2020, the Company did not have
−Removed: any cash equivalents.
−Removed: Accounts Receivable
−Removed: Accounts receivable are stated at the amount management
−Removed: expects to collect from outstanding balances.
−Removed: The Company provides for probable uncollectible amounts based upon its assessment of the
−Removed: current status of the individual receivables and after using reasonable collection efforts.
−Removed: The allowance for doubtful accounts as of
−Removed: March 31, 2021 and 2020 was zero.
−Removed: Inventories, consisting solely of finished goods,
−Removed: are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).
−Removed: If necessary, the Company provides
−Removed: allowances to adjust the carrying value of its inventories to NRV when NRV is below cost.
−Removed: There were no such adjustments in 2021 or 2020.
−Removed: Revenue Recognition
−Removed: Revenue from sales of products is recognized when
−Removed: the related performance obligation is satisfied.
−Removed: The Company’s performance obligation is satisfied upon the shipment or delivery
−Removed: of products to customers.
−Removed: The Company’s products are sold on cash and credit terms which are established in accordance with standardized
−Removed: industry practices and typically require payment within 30 days of delivery.
−Removed: Costs incurred for sales incentives and discounts are accounted
−Removed: for as reductions in revenue.
−Removed: Deductions from Revenue
−Removed: Costs incurred for sales incentives and discounts
−Removed: are accounted for as reductions in revenue.
−Removed: These costs include payments to customers for performing merchandising activities on our
−Removed: behalf, including in store displays, promotions for new items and obtaining optimum shelf space.
−Removed: Shipping and Handling Costs
−Removed: Shipping and Handling Costs incurred to move finished
−Removed: goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses
−Removed: in our Statements of Operations.
−Removed: Net Income/(Loss) Per Common Share
−Removed: The Company computes per share amounts in accordance
−Removed: with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings
−Removed: per Share”.
−Removed: ASC Topic 260 requires presentation of basic and diluted EPS.
−Removed: Basic EPS is computed by dividing the loss available
−Removed: to common stockholders by the weighted-average number of common shares outstanding for the period.
−Removed: Diluted EPS is based on the weighted
−Removed: average number of shares of common stock and common stock equivalents outstanding during the periods.
−Removed: The following potentially dilutive securities
−Removed: have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the
−Removed: Company’s net income/(loss) per common share:
+Added: and Cash Equivalents
+Added: equivalents include investment instruments and time deposits purchased with a maturity of three months or less.
+Added: As of June 30, 2021,
+Added: and June 30, 2020, the Company did no t have any cash equivalents.
+Added: receivable are stated at the amount management expects to collect from outstanding balances.
+Added: The Company provides for probable uncollectible
+Added: amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts.
+Added: The allowance for doubtful accounts as of June 30, 2021 and 2020 was zero .
+Added: consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).
+Added: If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost.
+Added: no such adjustments in 2021 or 2020.
+Added: from sales of products is recognized when the related performance obligation is satisfied.
+Added: The Company’s performance obligation
+Added: is satisfied upon the shipment or delivery of products to customers.
+Added: The Company’s products are sold on cash and credit terms which
+Added: are established in accordance with standardized industry practices and typically require payment within 30 days of delivery.
+Added: Costs incurred
+Added: for sales incentives and discounts are accounted for as reductions in revenue.
+Added: incurred for sales incentives and discounts are accounted for as reductions in revenue.
+Added: These costs include payments to customers for
+Added: performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf
+Added: and Handling Costs
+Added: and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line
+Added: Selling, General and Administrative Expenses in our Statements of Operations.
+Added: Income/(Loss) Per Common Share
+Added: Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
+Added: Codification (“ASC”) Topic 260, “Earnings per Share”.
+Added: ASC Topic 260 requires presentation of basic and
+Added: Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares
+Added: outstanding for the period.
+Added: Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents
+Added: outstanding during the periods.
+Added: following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would
+Added: have had an anti-dilutive impact on the Company’s net income/(loss) per common share:
+Added: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
+Added: As of June 30,
Shares underlying options outstanding
Glenn Simpson
−Removed: The Net Operating Loss Carryforwards for federal
−Removed: taxes was $3,872,658 at March 31, 2021 and $3,872,658 for the State of New Jersey.
−Removed: The Deferred Tax Assets for federal taxes was $813,250
−Removed: at March 31, 2021 and $348,539 for the State of New Jersey.
−Removed: The total Deferred Tax Assets was $1,161,797 at March 31, 2021.
−Removed: Tax assets have been fully reserved by valuation allowances beyond that portion which is expected to offset current taxes.
−Removed: 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
−Removed: at 9% tax rate would be $5,654 if this had not been offset by the deferred tax assets.
−Removed: The Company provides for income taxes using the
−Removed: asset and liability approach in accounting for income taxes.
−Removed: Deferred tax assets and liabilities are recorded based on the differences
−Removed: between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected
−Removed: Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely
−Removed: than not that some or all of the deferred tax assets will not be realized.
−Removed: The Company did not have a deferred tax liability at March
−Removed: 31, 2021 and March 31, 2020.
−Removed: As of March 31, 2021 and March 31, 2020, the Company
−Removed: had no accrued interest or penalties because there were none.
−Removed: The Company had no Federal or State tax examinations in the past nor does
−Removed: it have any at the current time.
−Removed: Stock-Based Compensation
−Removed: The Company accounts for equity based transactions
−Removed: under the provisions of ASC Topic 718, “
−Removed: Accounting for Stock-Based Compensation”.
−Removed: The ASC prescribes accounting and
−Removed: reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans
−Removed: and stock appreciation rights.
−Removed: ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.
−Removed: Share based payment awards are measured at the
−Removed: month-end volume weighted average price (VWAP) of the equity instrument that an entity is obligated to issue when the service has been
−Removed: rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
−Removed: Fair value of financial instruments
−Removed: The carrying amounts of financial instruments,
−Removed: which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term
−Removed: Recent Accounting Pronouncements
−Removed: In December 2019, the Financial Accounting Standards
−Removed: Board (“FASB”) issued Accounting Standards Update No.
−Removed: 2019-12, “Income Taxes (Topic 740):
−Removed: Simplifying the Accounting
−Removed: for Income Taxes”.
−Removed: The ASC aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP)
−Removed: for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial
−Removed: The Company is still assessing the impact of this pronouncement to the financial statements.
−Removed: NOTE 3 –
+Added: Net Operating Loss Carryforwards for federal taxes was $ 3,729,852
+Added: at June 30, 2021 and $ 3,729,852
+Added: for the State of New Jersey.
+Added: Tax Assets for federal taxes was $ 783,269
+Added: at June 30, 2021 and $ 335,687
+Added: for the State of New Jersey.
+Added: The total Deferred
+Added: Tax Assets was $ 1,118,956 at
+Added: June 30, 2021.
+Added: The Deferred Tax assets have been fully reserved by valuation allowances beyond that portion which is expected to offset
+Added: current taxes.
+Added: As of June 30, 2021, the Company’s Federal income tax payable at the corporate tax rate of 21 %
+Added: would be $ 43,181
+Added: and State Income Tax payable at 9 %
+Added: tax rate would be $ 18,506
+Added: if this had not been offset by the deferred
+Added: Company provides for income taxes using the asset and liability approach in accounting for income taxes.
+Added: Deferred tax assets and liabilities
+Added: are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect
+Added: when these differences are expected to reverse.
+Added: Deferred tax assets are reduced by a valuation allowance if, based on the weight of available
+Added: evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
+Added: The Company did no t have a deferred
+Added: tax liability at June 30, 2021 and June 30, 2020.
+Added: of June 30, 2021 and June 30, 2020, the Company had no accrued interest or penalties because there were none.
+Added: The Company had no Federal
+Added: or State tax examinations in the past nor does it have any at the current time.
+Added: Company accounts for equity based transactions under the provisions of ASC Topic 718, “ Accounting for Stock-Based Compensation”.
+Added: The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options, restricted
+Added: stock, employee stock purchase plans and stock appreciation rights.
+Added: ASC Topic 718 requires employee compensation expense to be recorded
+Added: using the fair value method.
+Added: based payment awards are measured at the month-end volume weighted average price (VWAP) of the equity instrument that an entity is obligated
+Added: to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have
+Added: been satisfied.
+Added: value of financial instruments
+Added: carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate
+Added: their fair values due to their short-term nature.
3 – COMMITMENTS AND CONTINGENCIES
−Removed: The global coronavirus (COVID-19) pandemic has
−Removed: caused disruptions in supply chains, affecting production and sales across a range of industries.
−Removed: While this disruption is currently
−Removed: expected to be temporary, there is considerable uncertainty around the duration.
−Removed: The extent of the impact of COVID-19 on our operational
−Removed: and financial performance will depend on the effect on our customers and vendors –
−Removed: all of which are uncertain and cannot be predicted.
−Removed: The related financial impact cannot be reasonably estimated at this time.
−Removed: Employment Agreements
−Removed: Pursuant to the Amended and Restated Employment
−Removed: Agreement (“the Agreement”) dated April 6, 2017 date, Mr.
−Removed: Simpson is paid a salary of $5,000 per month in cash and the Company
−Removed: is obligated to grant 67,000 shares of non-trading, restricted Common Stock per month.
−Removed: Additionally, Mr.
−Removed: Simpson is entitled to an annual
−Removed: bonus comprised of cash and non-trading, restricted Common Stock based on the achievement of performance goals established by the Board
−Removed: of Directors of the Company and set forth in the Agreement.
−Removed: The cash bonus is established at $44,400 per year.
−Removed: The stock bonus is set
−Removed: at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.
−Removed: The term of the Agreement is through April 1,
−Removed: In the event that the Agreement is terminated for good reason, the Company shall pay Mr.
−Removed: Simpson any accrued but unpaid salary
−Removed: for services rendered to the date of termination, and an amount equal to the salary at the time of termination, payable for the remainder
−Removed: of the current term.
−Removed: As of March 31, 2021, there are 48 months remaining on the Agreement.
−Removed: The Company’s liability on the remainder
−Removed: of the Agreement is $240,000 for the cash portion of Mr.
−Removed: Simpson’s salary, and 3,216,000 shares of non-trading, restricted Common
−Removed: During the three months ended March 31, 2021,
−Removed: Simpson was issued 201,000 Restricted and Non-Trading shares of Common Stock under the terms of the Agreement for the stock portion
−Removed: of his compensation.
−Removed: Refer to Note 4 –
−Removed: Restricted Stock Issuances.
−Removed: Lease Commitment
−Removed: The Company maintains office space in Jersey City,
−Removed: The initial lease agreement was for the period March 1, 2020 to February 28, 2021.
−Removed: In April 2020, the Company was given a 50% discount
−Removed: on the rent for April and May 2020 as well as an optional lease extension for an additional three months under the same terms.
−Removed: rent under this agreement is $2,343 per month, and expires May 31, 2021.
−Removed: Lease expense amounted to $7,029 and $7,029 for the three months
−Removed: ended March 31, 2021 and 2020 respectively.
−Removed: The security deposit for the lease agreement is $4,518 and the lease expires on May 31, 2021.
−Removed: NOTE 4 –
−Removed: STOCKHOLDERS’
−Removed: The Company has authorized 190,000,000 shares
−Removed: of Common Stock having a par value of $0.001.
−Removed: Restricted Stock Issuances
−Removed: During the three months ended March 31, 2021,
−Removed: 294,750 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company.
−Removed: These shares have full
−Removed: voting rights but are restricted for sale or transfer.
−Removed: The CEO exercised options to purchase 93,750 shares at $0.16 per share for a total
−Removed: exercise price of $15,000 which reduced the accrued salary payable to the CEO by the same amount.
−Removed: The CEO was also issued 201,000 shares of Restricted
−Removed: and Non-Trading Common Stock for the stock portion of his annual salary.
−Removed: Advisory Services
−Removed: On October 3, 2013, the Company entered into an
−Removed: agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from
−Removed: Carricklee House, Strabane, Northern Ireland.
−Removed: In connection with this agreement, the Company
−Removed: issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value
−Removed: of the stock on the date of issue.
+Added: to the Amended and Restated Employment Agreement (“the Agreement”) dated April 6, 2017 date, Mr.
+Added: Simpson is paid a salary
+Added: 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.
+Added: Additionally,
+Added: Simpson is entitled to an annual bonus comprised of cash and non-trading, restricted Common Stock based on the achievement of performance
+Added: goals established by the Board of Directors of the Company and set forth in the Agreement.
+Added: The cash bonus is established at $ 44,400 per
+Added: The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.
+Added: term of the Agreement is through April 1, 2025.
+Added: In the event that the Agreement is terminated for good reason, the Company shall pay
+Added: Simpson any accrued but unpaid salary for services rendered to the date of termination, and an amount equal to the salary at the
+Added: time of termination, payable for the remainder of the current term.
+Added: As of June 30, 2021, there are 45 months remaining on the Agreement.
+Added: The Company’s liability on the remainder of the Agreement is $ 225,000 for the cash portion of Mr.
+Added: Simpson’s salary, and 3,203,700
+Added: shares of non-trading, restricted Common Stock.
+Added: the six months ended June 30, 2021, the Mr.
+Added: Simpson was issued 402,000 Restricted and Non-Trading shares of Common Stock under the terms
+Added: of the Agreement for the stock portion of his compensation.
+Added: Refer to Note 4 – Restricted Stock Issuances.
+Added: 4 – STOCKHOLDERS’ EQUITY
+Added: June 2021, the Company decreased its Authorized Shares from
+Added: 190,000,000 to 40,000,000 shares.
+Added: Currently, there are 31,278,906 shares outstanding and no other classes of stock.
+Added: Stock Issuances
+Added: the six months ended June 30, 2021, 668,666 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of
+Added: These shares have full voting rights but are restricted for sale or transfer.
+Added: The CEO exercised options to purchase 187,500
+Added: shares at $ 0.16 per share for a total exercise price of $ 30,000 which reduced the accrued salary payable to the CEO by the same amount.
+Added: CEO was also issued 402,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his salary.
+Added: October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor
+Added: relations services with Ian Thompson from Carricklee House, Strabane, Northern Ireland.
+Added: connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $ 501,612
+Added: 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.
−Removed: Ian Thompson was also issued 200,000
−Removed: shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue
−Removed: goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014.
−Removed: Consulting fees amounting to $105,000
−Removed: and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock.
−Removed: Throughout the term of the
−Removed: agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same.
−Removed: failed to perform in all material respects under the terms of the agreement and refused to provide evidence.
−Removed: On June 27, 2014, the Company terminated the agreement.
−Removed: Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates
−Removed: listed below.
−Removed: The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss,
−Removed: liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate
−Removed: the Thompson Agreement.
−Removed: The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery.
−Removed: Stock Purchased for Cancellation
−Removed: There were no stock purchased for cancellation
−Removed: during the three months ended March 31, 2021.
−Removed: NOTE 5 –
+Added: Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain
+Added: market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014.
+Added: Consulting fees amounting to $ 105,000 and $ 280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common
+Added: Throughout the term of the agreement, the Company requested that Ian Thompson to render performance under the agreement and to
+Added: provide evidence of same.
+Added: Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide
+Added: June 27, 2014, the Company terminated the agreement.
+Added: Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process
+Added: cancellation requests regarding the certificates listed below.
+Added: The Board of Directors approved the Company’s irrevocable agreement
+Added: to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction contained on the terms
+Added: of the Unanimous Written Consent to terminate the Thompson Agreement.
+Added: The Transfer Agent shall maintain the right to uphold the transfer
+Added: in the event of forgery.
+Added: (Ian Thompson has not complied with the Company’s demand to have the physical certificates returned.)
+Added: SCHEDULE OF CANCELLATION OF SHARES
+Added: Certificate No(s)
+Added: Registered To
5 – STOCK OPTIONS
−Removed: Stock Option Activity
−Removed: On March 24, 2021, Mr.
−Removed: Simpson exercised options
−Removed: to purchase 93,750 Restricted and Non-trading shares at $0.16 per share.
−Removed: The total exercise value was $15,000 and this reduced the accrued
−Removed: salary payable to the CEO by the same amount.
−Removed: The following table summarizes stock option activity
−Removed: under the Plans:
−Removed: to Expiration
+Added: Option Activity
+Added: May 19, 2021, Mr.
+Added: Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $ 0.16 per share.
+Added: The total exercise
+Added: value was $ 15,000 and this reduced the accrued salary payable to the CEO by the same amount.
+Added: March 24, 2021, Mr.
+Added: Simpson exercised options to purchase 93,750 Restricted and Non-trading shares at $ 0.16 per share.
+Added: The total exercise
+Added: value was $ 15,000 and this reduced the accrued salary payable to the CEO by the same amount.
+Added: following table summarizes stock option activity under the Plans:
+Added: SCHEDULE OF STOCK OPTIONS ACTIVITY
+Added: Days to Expiration
Outstanding, December 31, 2020
1 unchanged sentence
Glenn Simpson
−Removed: Outstanding, March 31, 2021
−Removed: Glenn Simpson
−Removed: Exercisable, March 31, 2021
+Added: Exercisable, June 30, 2021
Glenn Simpson
−Removed: During the quarters ended March 31, 2021 and 2020,
−Removed: compensation expense related to stock options was $0.
−Removed: As of March 31, 2021, there was no unrecognized compensation cost related to non-vested
−Removed: stock options.
−Removed: NOTE 6 –
+Added: the six months ended June 30, 2021 and 2020, compensation expense related to stock options was $ 0 .
+Added: As of June 30, 2021, there was no
+Added: unrecognized compensation cost related to non-vested stock options.
6 – RELATED PARTY TRANSACTIONS
−Removed: On March 24, 2021 the CEO of the Company exercised
−Removed: 93,750 stock options at an exercise price of $0.16.
−Removed: The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and
−Removed: the accrued payroll owed to him was reduced by $15,000.
−Removed: As of March 31, 2021, accrued payroll of $8,886
−Removed: was owed to employees.
−Removed: NOTE 7 –
−Removed: SBA LOANS “CARES ACT”
−Removed: On May 5, 2020, the Company received loan proceeds
−Removed: in the amount of $35,508 under the Paycheck Protection Program (“PPP”).
−Removed: On December 18, 2020, the Company applied for the
−Removed: loan forgiveness for the loan proceeds amounting $35,508 under the Paycheck Protection Program.
−Removed: The Company received the loan forgiveness
−Removed: decision from the SBA in January 2021.
−Removed: The full amount of the loan proceeds amounting $35,508 was forgiven.
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS
−Removed: OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: Our Management’s Discussion and Analysis
−Removed: of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements
−Removed: and notes to assist readers in understanding our results of operations, financial condition and cash flows.
−Removed: MD&A is organized as
−Removed: Significant Accounting Policies —
−Removed: Accounting policies that
−Removed: we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
−Removed: Results of Operations —
−Removed: Analysis of our financial results
−Removed: comparing the quarter ended March 31, 2021 to 2020.
−Removed: Liquidity and Capital Resources —
−Removed: Analysis of changes in our
−Removed: cash flows, and discussion of our financial condition and potential sources of liquidity.
−Removed: This report includes a number of forward looking
−Removed: statements that reflect our current views with respect to future events and financial performance.
−Removed: Forward looking statements are often
−Removed: identified by words like:
−Removed: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature,
−Removed: refer to future events.
−Removed: You should not place undue certainty on these forward looking statements, which apply only as of the date of
−Removed: this annual report.
−Removed: These forward looking statements are subject to certain risks and uncertainties that could cause actual results to
−Removed: differ materially from historical results or our predictions.
−Removed: Significant Accounting Policies
−Removed: We have prepared our financial statements in conformity
−Removed: with accounting principles generally accepted in the United States, which requires management to make significant judgments and estimates
−Removed: that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
−Removed: statements and the reported amounts of expenses during the reporting period.
−Removed: We base these significant judgments and estimates on historical
−Removed: experience and other applicable assumptions we believe to be reasonable based upon information presently available.
−Removed: These estimates may
−Removed: change as new events occur, as additional information is obtained and as our operating environment changes.
−Removed: These changes have historically
−Removed: been minor and have been included in the financial statements as soon as they became known.
−Removed: Actual results could materially differ from
−Removed: our estimates under different assumptions, judgments or conditions.
−Removed: All of our significant accounting policies are
−Removed: discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report.
−Removed: We have identified the following as our critical accounting policies and estimates, which are defined as those that are reflective of
−Removed: significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results
−Removed: of operations and could potentially result in materially different results under different assumptions, judgments or conditions.
−Removed: We believe the following critical accounting policies
−Removed: reflect our more significant estimates and assumptions used in the preparation of our financial statements:
−Removed: Use of Estimates —
−Removed: The financial
−Removed: statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
−Removed: is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
−Removed: statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: Actual results could differ from those estimates.
−Removed: Fair Value of Financial Instruments
−Removed: Our short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily
−Removed: of instruments without extended maturities.
−Removed: We believe that the fair values of our current assets and current liabilities approximate
−Removed: their reported carrying amounts.
−Removed: Recent Accounting Pronouncements
−Removed: New Accounting Pronouncements
−Removed: In December 2019, the Financial Accounting Standards
−Removed: Board (“FASB”) issued Accounting Standards Update No.
−Removed: 2019-12, “Income Taxes (Topic 740):
−Removed: Simplifying the Accounting
−Removed: for Income Taxes”.
−Removed: The ASC aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP)
−Removed: for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial
−Removed: The Company is still assessing the impact of this pronouncement to the financial statements.
−Removed: COMPANY OVERVIEW
−Removed: MOJO Organics, Inc.
−Removed: (“MOJO”
−Removed: “Company”) is a Delaware corporation headquartered in Jersey City, NJ.
−Removed: The Company engages in new product development, production,
−Removed: marketing, distribution and sales of beverage brands that are natural, Non-GMO Project verified, and USDA Organic.
−Removed: The Company’s
−Removed: flagship product is MOJO Pure Coconut Water.
−Removed: In addition to Pure Coconut Water, the Company produces Sparkling Coconut Water, Coconut
−Removed: Water + Mango Juice, Coconut Water + Pineapple Juice and Pure Organic Coconut Water.
−Removed: We seek to grow the market share of our products
−Removed: by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and improved
−Removed: broker network, and new products and packaging in 2021.
−Removed: The company predominantly packages its beverages in 100% recyclable, Eco-Friendly
−Removed: packaging that can be recycled infinite times and is not made from carbon oil-based packaging.
−Removed: The packaging has a very low impact on
−Removed: the environment, and does not contribute to landfills and the pollution of our bodies of water.
−Removed: Results of Operations
−Removed: Three Months Ended March 31, 2021 and 2020
−Removed: For the three months ended March 31, 2021, the
−Removed: Company reported revenue of $403,766 a decrease of $36,324 from revenue of $440,090 for the three months ended March 31, 2020.
−Removed: in revenue was due to the COVID-19 pandemic which caused several channels of our business to be shut down.
−Removed: Cost of Revenue
−Removed: Cost of revenue includes finished goods purchase
−Removed: costs, production costs, raw material costs and freight in costs.
−Removed: Also included in cost of revenue are adjustments made to inventory
−Removed: carrying amounts, including markdowns to market.
−Removed: For the three months ended March 31, 2021, cost
−Removed: of revenue was $208,401 or 52% of revenue.
−Removed: For the three months ended March 31, 2020, cost of revenue was $237,050 or 54% of revenue.
−Removed: The 2% decrease in cost of revenue was due to lower product costs.
−Removed: Operating Expenses
−Removed: For the three months ended March 31, 2021, the
−Removed: selling, general and administrative expenses was $218,230 a decrease of $41,423 from the three months ended March 31, 2020 of $259,653.
−Removed: This decrease in operating expenses was primarily
−Removed: due to lower compensation expenses coupled with lower selling expenses.
−Removed: Compensation expenses decreased by $23,672 compared to the same
−Removed: period last year.
−Removed: Selling expenses were $98,653 for the three months ended March 31, 2021 compared to $114,141 for the three months ended
−Removed: March 31, 2021.
−Removed: This $15,488 decrease is attributable to the lower Amazon selling fees offset by an increase in shipping fees and commissions.
−Removed: For the three months ended March 31, 2021, the
−Removed: net income was 12,643, a $69,256 improvement from a net loss of ($56,513) for the three months ended March 31, 2020.
−Removed: Liquidity and Capital Resources
−Removed: As of March 31, 2021, the Company had working
−Removed: capital of $303,845.
−Removed: Net cash used in operating activities was $18,586 for the three months ended March 31, 2021, compared to net cash
−Removed: provided by operating activities for the three months ended March 31, 2020 of $335.
−Removed: Net cash used in financing activities was $0 for
−Removed: the three months ended March 31, 2021 compared to $5,250 Net cash used in financing activities to repurchase 25,000 MOJO Restricted Common
−Removed: Stock at an average stock price of $0.21 for the three months ended March 31, 2020.
−Removed: Working Capital Needs
−Removed: Our working capital requirements increase as demand
−Removed: grows for our products.
−Removed: During 2021 and 2020, the Company did not require additional funding.
−Removed: If the Company requires additional working
−Removed: capital during the next twelve months, it may seek to raise additional funds.
−Removed: Financing transactions may include the issuance of equity,
−Removed: debt securities and obtaining credit facilities.
−Removed: OFF BALANCE SHEET ARRANGEMENTS
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURE
−Removed: ABOUT MARKET RISKS
−Removed: Not applicable.
+Added: March 24, 2021 the CEO of the Company exercised 93,750 stock options at an exercise price of $ 0.16 .
+Added: The Company issued 93,750 Restricted
+Added: and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $ 15,000 .
+Added: May 19, 2021 the CEO of the Company exercised 93,750 stock options at an exercise price of $ 0.16 .
+Added: The Company issued 93,750 Restricted
+Added: and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $ 15,000 .
+Added: of June 30, 2021, the Company owes the CEO $ 19,000 for a non-interest bearing loan.
+Added: This was subsequently paid in July.
+Added: 7 – SBA LOANS “CARES ACT”
+Added: May 5, 2020, the Company received loan proceeds in the amount of $ 35,508 under the Paycheck Protection Program (“PPP”).
+Added: December 18, 2020, the Company applied for the loan forgiveness for the loan proceeds amounting $ 35,508 under the Paycheck Protection
+Added: The Company received the loan forgiveness decision from the SBA in January 2021.
+Added: The full amount of the loan proceeds amounting
+Added: $ 35,508 was forgiven.
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.