EQUATOR Beverage Co 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO. For the period January 1, 2020 to June 30, 2021, the following table sets forth the high and low closing bid prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions: High Low VWAP* Shares Traded Second Quarter 2021 $ 0.21 $ 0.13 $ 0.16 500,436 First Quarter 2021 $ 1.00 $ 0.07 $ 0.21 1,465,729 Fourth Quarter 2020 $ 0.19 $ 0.07 $ 0.10 518,513 Third Quarter 2020 $ 0.17 $ 0.06 $ 0.10 484,154 Second Quarter 2020 $ 0.20 $ 0.07 $ 0.12 471,884 First Quarter 2020 $ 0.29 $ 0.06 $ 0.19 133,688 * Volume-weighted average price 17 Holders As of June 30, 2021, there were 31,278,906 shares issued and outstanding. There were 950 shareholders of record. Dividends The Company has not declared a cash dividend with respect to its Common Stock. Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors. Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities There were no sales of unregistered securities during the six months ended June 30, 2021 and 2020. Issuer Purchases of Equity Securities There were no shares repurchased during the six months ended June 30, 2021. On January 23, 2020, the Company repurchased 25,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $5,250 with an average purchase price of $0.21. The shares were cancelled. On December 10, 2020, the Company repurchased 100,000 shares of MOJO Restricted Common Stock from shareholders at a cost of $9,800 with an average purchase price of $0.098. The shares were cancelled. ITEM 6. SELECTED FINANCIAL DATA Not applicable. 18 PART III ITEM 7. DIRECTORS, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE Executive Officer and Directors Below are the names and certain information regarding our current executive officer and directors: Name Age Title Appointed Glenn Simpson 69 Chairman and CEO October 27, 2011 Jeffrey Devlin 74 Director January 27, 2012 Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Biographical information of each current officer and director is set forth below. Glenn Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Simpson joined the Company in October 2011. He has extensive experience in the beverage industry. Mr. Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers, Inc. in Uzbekistan from 1995 to 2000. His primary responsibilities included corporate strategy, supervision of bottling and distribution operations and facilities construction. His accomplishments included growing revenues from a base at $4 million to over $160 million annually. The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth. From 2009 to 2011, Mr. Simpson was engaged in beverage projects on a consulting basis in Russia and Afghanistan. Mr. Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business. Jeffrey Devlin has served on the Board of Directors of the Company since January 2012. Mr. Devlin has over 35 years of advertising and business development experience. Mr. Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte Consulting LLP. He has held various other executive and creative positions over the course of his advertising career, including launching the introduction of Diet Coke for The Coca-Cola Company. Mr. Devlin currently serves on the board of directors of a number of private organizations, as well as on the board of directors of Location Based Technologies, Inc., a publicly traded company. Mr. Devlin received a Bachelor’s degree from Bethel University. 19 Board Committees The Company has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Our two directors perform all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly. Shareholder Communications Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. Code of Ethics We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street, Floor 25, Jersey City, New Jersey 07302. Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the three months ended March 31, 2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with. 20 ITEM 8. EXECUTIVE COMPENSATION The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules). Name and Principal Position Jan 1 to Jun 30 Salary Total Glenn Simpson, Chairman & CEO 2021 $ 98,675 (1) $ 98,675 2020 $ 94,789 (1) $ 94,789 The Summary Compensation Table omits columns for Option Awards, Non-Equity Incentive Plan Compensation, Non-Qualified Deferred Compensation Earnings and All Other Compensation as no such amounts were paid to the named executive officers during the six months ended June 30, 2021 or 2020. (1) Pursuant his employment agreement (the “Simpson Agreement”), Mr. Simpson is paid a salary of $5,000 per month in cash and the Company is obligated to grant Mr. Simpson 67,000 shares of non-trading, restricted Common Stock per month. Pursuant to this agreement, Mr. Simpson is also entitled to an annual bonus comprised of cash and non-trading, restricted Common shares based on performance goals established by the Board of Directors of the Company. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2025. During the six months ended June 30, 2021, 402,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the stock portion of his compensation. During the first quarter of 2021, Mr. Simpson exercised stock options to purchase 93,750 non-trading, restricted shares at $0.16 per share and the total exercise price of $15,000 reduced the accrued salary owed to him. During the second quarter of 2021, Mr. Simpson exercised stock options to purchase 93,750 non-trading, restricted shares at $0.16 per share and the total exercise price of $15,000 reduced the accrued salary owed to him. During the six months ended June 30, 2020, 402,000 shares of Non-trading, Restricted Common Stock were issued to the CEO for the stock portion of his compensation. During the first six months of 2020, Mr. Simpson exercised stock options to purchase 156,250 non-trading, restricted shares at $0.16 per share and the total exercise price of $25,000 reduced the accrued salary owed to him. Outstanding Option Awards at June 30 The following table sets forth information regarding stock options held by executive officers at June 30. Common stock underlying Option awards Name Year exercisable options Expiration date Exercise price Glenn Simpson 2021 318,108 4/6/2022 $ 0.16 2020 505,608 4/6/2022 $ 0.16 Option Exercises in 2021 and 2020 On May 19, 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 to $0. 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 to $0. On March 6, 2020, Mr. Simpson exercised 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. 21 On January 14, 2020, 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. Director Compensation The non-employee directors did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments. Board members are not reimbursed for expenses incurred in connection with attending meetings. During the six months ended June 30, 2021, there were no arrangements that resulted in our making payments to any of our non-employee directors for any services provided to us by them as directors. ITEM 9. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of June 30, 2021 by: ● each director; ● each named executive officer; and ● all directors and executive officers as a group. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared with a spouse. Name Shares Options Strike Price Expiration Date Percent of Common Stock including Options (1) Glenn Simpson 12,377,676 40 % Glenn Simpson 318,108 $ 0.16 4/6/2022 1 % Total – Glenn Simpson 12,377,676 318,108 41 % Chairman and CEO Diane Cudia 460,833 1 % Corporate Controller Jeffrey Devlin 501,286 2 % Director All Officers and Directors as a group (3 persons) 13,339,795 318,108 44 % (1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options currently exercisable or convertible, or exercisable or convertible within 60 days of June 30, 2021 are deemed outstanding for computing the percentage of the person holding such option but are not deemed outstanding for computing the percentage of any other person. 22 PART IV ITEM 10. EXHIBITS Financial Statement Schedules The financial statements of MOJO Organics, Inc. are listed on the Index to Financial Statements on this quarterly report on Form 10-Q beginning on page F-1. The following Exhibits are being filed with this Quarterly Report on Form 10-Q: Exhibit No. SEC Report Reference Number Description 3.1 3.1 Certificate of Incorporation of MOJO Shopping, Inc. (3) 3.2 3.1 Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4) 3.3 3.1 Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5) 3.4 3.4 Articles of Merger (1) 3.5 3.1 Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (9) 3.6 3.1 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11) 3.7 3.1 Amended and Restated Bylaws of MOJO Ventures, Inc. (6) 3.8 3.8 Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (13) 3.9 3.1 Certificate of Amendment 16.1 16.1 Letter from MSPC Certified Public Accountants and Advisors, P.C. (16) 31.1 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 23 (1) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011. (2) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011. (3) Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007. (4) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011. (5) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012. (6) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011. (7) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 12, 2011. (8) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 8, 2011. (9) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013. (10) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on June 25, 2013. (11) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013. (12) Incorporated by reference to the Registrant’s Current Report on Form 8-K/A as an exhibit, numbered as indicated above, filed with the SEC on February 7, 2013. Portions of the exhibit and/or related schedules or exhibits thereto have been omitted pursuant to a request for confidential treatment, which has been granted by the Commission. (13) Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013. (14) Incorporated by reference to the Registrant’s Annual Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on April 16, 2014. (15) Incorporated by reference to the Registrant’s Annual Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on October 2, 2014. (16) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 23, 2015. (17) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on December 9, 2015. (18) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on December 15, 2015. (19) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 19, 2016. 24 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOJO ORGANICS, INC. Dated: July 7, 2021 By: /s/ Glenn Simpson Glenn Simpson Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer) 25