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Item 2. Unregistered Sales of Equity Securities

2023-04-24 compared with 2022-10-11 · 75 added, 109 removed, 130 unchanged (59% of the section changed)

2 unchanged sentences

MINE SAFETY DISCLOSURE

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

the period January 1, 2021 to September 30, 2022, 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:

Third Quarter 2022

Second Quarter 2022

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

the period January 1, 2022 to March 31, 2023, the following table sets forth the high and low closing bid prices by quarter, based upon

information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual

transactions:

First Quarter 2023

3 unchanged sentences

First Quarter 2022

weighted average price

of September 30, 2022, there were 15,917,115 shares issued and outstanding.

*Volume-weighted

average price (VWAP)

of March 31, 2023, there were 16,469,115 shares issued and outstanding.

There were 907 shareholders of record.

3 unchanged sentences

Sales of Unregistered Securities, Use of Proceeds from Registered Securities

were no sales of unregistered securities during the three months ended September 30, 2022 and 2021.

were no sales of unregistered securities during the three months ended March 31, 2023 and 2022.

Purchases of Equity Securities

the nine months ended September 30, 2022, the Company repurchased 830,342 shares of EQUATOR Restricted Common Stock from shareholders

at a total cost of $193,187.

The shares were cancelled.

the year ended December 31, 2022, the Company repurchased 830,342 shares of EQUATOR Restricted Common Stock from shareholders at a total

15 unchanged sentences

His accomplishments included growing revenues from a base at $4 million to over $160 million

The company was awarded “Bottler of the Year”

by The Coca-Cola Company for two consecutive years under his leadership

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.

6 unchanged sentences

development experience.

Devlin currently serves as Chief Marketing Officer –

Government, Advertising and Commerce at Deloitte

Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte

Consulting LLP.

4 unchanged sentences

Devlin received

a Bachelor’s degree from Bethel University.

Company has not established any committees of the Board of Directors.

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holders have made any such recommendations.

have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial

officer, principal accounting officer or controller, and persons performing similar functions.

20 unchanged sentences

under SEC rules).

Name and Principal Position

Glenn Simpson, Chairman & CEO

$ 106,022 (1)

$ 142,552 (2)

to his employment agreement (the “Amended Simpson Agreement”) amended September

Simpson is paid a salary of $8,000 per month in cash and the Company is obligated

and Principal Position

Simpson, Chairman & CEO

Simpson’s employment agreement (the “Amended Simpson Agreement”) amended September 1, 2022, Mr.

is paid a salary of $8,000 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,

Simpson’s 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 33,500 shares of non-trading, restricted Common Stock per month.

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.

bonus is set at 100,000 shares of non-trading, restricted Common Stock per year through March

to 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 33,500

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.

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 100,000 shares

of non-trading, restricted Common Stock per year through March 31, 2025.

the nine months ended September 30, 2022, 402,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

stock bonus is set at 100,000 shares of non-trading, restricted Common Stock per year through March 31, 2025.

the three months ended March 31, 2023, 201,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for the stock

portion of his compensation.

the three months ended March 31, 2022, 100,500 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for the stock

portion of his compensation.

Simpson was also issued 350,000 shares of Non-Trading Restricted Common Stock as a one-time stock award.

the nine months ended September 30, 2021, 201,000 shares of Non-trading, Restricted Common Stock were issued to the Mr.

Simpson for the

stock portion of his compensation.

During the year 2021, Mr.

Simpson exercised stock options to purchase 93,750 non-trading, restricted

shares for a total exercise price of $30,000.

This reduced the accrued salary owed to him.

Option Awards at June 30

following table sets forth information regarding stock options held by executive officers at September 30.

Option awards

Option Awards at March 31

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

As of March 31,

Shares underlying options outstanding

Glenn Simpson

1 unchanged sentence

Simpson from $0.32 per share to $0.16 per share.

September 24, 2021, the Company extended the expiration date of the options granted to Mr.

Simpson from expiring an April 6, 2022 to

April 6, 2024.

Exercises in 2023 and 2022

3 unchanged sentences

value was $25,449.

May 19, 2021, Mr.

Simpson exercised options to purchase 46,875 Restricted and Non-Trading shares at $0.32 per share.

The total exercise

value was $15,000 and this reduced the accrued salary payable to Mr.

Simpson to $0.

March 24, 2021, Mr.

Simpson exercised options to purchase 46,875 Restricted and Non-Trading shares at $0.32 per share.

The total exercise

value was $15,000 and this reduced the accrued salary payable to Mr.

Simpson to $0.

non-employee director did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors

2 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of September 30, 2022

each director;

each named executive officer;

all directors and executive

officers as a group.

following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of March 31, 2023

named executive officer;

directors and executive officers as a group.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock

owned by them, except to the extent such power may be shared with a spouse.

Common Stock (1)

Stock Percent

Glenn Simpson

2 unchanged sentences

Jeffrey Devlin

All Officers and Directors as a group (3 persons)

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 September

30, 2022 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.

All Officers and Directors

Statement Schedules

18 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

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Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

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Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange

Commission (the “SEC”) on May 18, 2011.

Incorporated by reference

to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011.

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4,

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,

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013.

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1,

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

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,

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 July 1, 2021.

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 July 20, 2022.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

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.

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.