EQUATOR Beverage Co - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB
[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended March 31,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period __________ to __________
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Commission
File Number: 333-148190
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Mojo Shopping,
Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
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26-0884348
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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1505 Dusty Canyon
Street, Henderson, NV 89052
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(Address
of principal executive offices)
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866-699-6656
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(Issuer’s
telephone number)
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6620 Escondido Street,
Suite E, Las Vegas, NV 89119
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [ ] Yes [ X ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 4,520,000 common shares as of March
31, 2008.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No [ ]
TABLE OF
CONTENTS
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Page
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PART I – FINANCIAL
INFORMATION
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PART II – OTHER
INFORMATION
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2
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
Our
unaudited financial statements included in this Form 10-QSB are as
follows:
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F-3 | Consolidated Statement of Stockholders' Equity (Deficit) as of March 31, 2008; |
These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-QSB. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended March 31, 2008 are not necessarily indicative of the results that
can be expected for the full year.
3
MOJO SHOPPING, INC.
(A
Development Stage Company)
Consolidated
Balance Sheets
ASSETS
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|||||
March
31,
2008
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September
30,
2007
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||||
(Unaudited)
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|||||
CURRENT
ASSETS
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|||||
Cash
and cash equivalents
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$ | 10,758 | $ | 26,436 | |
Total
Current Assets
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10,758 | 26,436 | |||
SOFTWARE,
net
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248 | 248 | |||
OTHER
ASSETS
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|||||
Deposits
|
348 | 348 | |||
TOTAL
ASSETS
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$ | 11,354 | $ | 27,032 | |
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
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|||||
CURRENT
LIABILITIES
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|||||
Accounts
payable and accrued expenses
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$ | 27,948 | $ | 10,415 | |
Due
to officer
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224 | 100 | |||
Total
Current Liabilities
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28,172 | 10,515 | |||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|||||
Preferred
stock, $0.001 par value, 10,000,000 shares authorized, -0-
shares issued and outstanding
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- | - | |||
Common
stock, $0.001 par value, 90,000,000 shares authorized,
4,520,000 shares issued and outstanding
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4,520 | 4,520 | |||
Additional
paid-in capital
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27,080 | 27,080 | |||
Accumulated
deficit
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(48,418) | (15,083) | |||
Total
Stockholders' Equity (Deficit)
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(16,818) | 16,517 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
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$ | 11,354 | $ | 27,032 |
The
accompanying notes are an integral part of these financial
statements.
F-1
MOJO SHOPPING, INC.
(A Development Stage
Company)
Consolidated Statements of Operations
(Unaudited)
For
the Three
Months
Ended
March 31,
2008
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For
the Six
Months
Ended
March 31, 2008
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From
Inception
on
August 2, 2007 Through
March
31, 2008
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||||||
REVENUES
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||||||||
Merchandise
sales
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$ | 92 | $ | 1,785 | $ | 1,785 | ||
Sales
discounts
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- | (60) | (60) | |||||
Total
Revenue
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92 | 1,725 | 1,725 | |||||
COST
OF GOODS SOLD
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||||||||
Cost
of goods sold
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2,130 | 3,425 | 3,425 | |||||
Frieght
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- | 135 | 135 | |||||
Total
Cost of Goods Sold
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2,130 | 3,560 | 3,560 | |||||
GROSS
PROFIT
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(2,038) | (1,835) | (1,835) | |||||
OPERATING
EXPENSES
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||||||||
Advertising
and promotion
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108 | 3,117 | 3,117 | |||||
General
and administrative
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12,405 | 28,459 | 43,598 | |||||
Total
Operating Expenses
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12,513 | 31,576 | 46,715 | |||||
INCOME
(LOSS) FROM OPERATIONS
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(14,551) | (33,411) | (48,550) | |||||
OTHER
EXPENSES
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||||||||
Interest
income
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29 | 75 | 81 | |||||
Other
income
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- | 1 | 51 | |||||
Total
Other Expenses
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29 | 76 | 132 | |||||
NET
INCOME BEFORE TAXES
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(14,522) | (33,335) | (48,418) | |||||
Income
taxes
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- | - | - | |||||
NET
LOSS
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$ | (14,522) | $ | (33,335) | $ | (48,418) | ||
BASIC
LOSS PER COMMON SHARE
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$ | (0.00) | $ | (0.01) | ||||
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||||||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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4,520,000 | 4,520,000 |
The
accompanying notes are an integral part of these financial
statements.
F-2
MOJO SHOPPING, INC.
(A
Development Stage Company)
Consolidated
Statements of Stockholders' Equity (Deficit)
Common
Stock
|
Additional
Paid-In Paid-In |
Deficit
Accumulated
During
Development
|
Stockholders'
Equity
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|||||||||||
Shares
|
Amount
|
Capital
|
Stage
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(Deficit)
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||||||||||
Balance,
August 2, 2007
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- | $ | - | $ | - | $ | - | $ | - | |||||
Shares
issued at $0.02 per share pursuant to subscription on September 28,
2007
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1,000,000 | 1,000 | 19,000 | - | 20,000 | |||||||||
Shares
issued at $0.005 per share pursuant to Share
Purchase Agreement dated August 31, 2007
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320,000 | 320 | 1,280 | - | 1,600 | |||||||||
Shares
issued at $0.003 per share pursuant to Share
Purchase Agreement dated August 31, 2007
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3,200,000 | 3,200 | 6,800 | - | 10,000 | |||||||||
Net
loss from inception through September
30, 2007
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- | - | - | (15,083) | (15,083) | |||||||||
Balance,
September 30, 2007
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4,520,000 | 4,520 | 27,080 | (15,083) | 16,517 | |||||||||
Net
loss for the six months March 31, 2008
(unaudited)
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- | - | - | (33,335) | (33,335) | |||||||||
Balance,
March 31, 2008 (unaudited)
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4,520,000 | $ | 4,520 | $ | 27,080 | $ | (48,418) | $ | (16,818) |
The
accompanying notes are an integral part of these financial
statements.
F-3
For
the Six
Months Ened
March 31, 2008
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From
Inception
on August 2,
2007 Through
March 31,
2008
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||||
OPERATING
ACTIVITIES
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|||||
Net
income (loss)
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$ | (33,335) | $ | (48,418) | |
Adjustments
to Reconcile Net Loss to Net
|
|||||
Cash
Used by Operating Activities:
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|||||
Changes
in operating assets and liabilities:
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|||||
Deposits
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- | (348) | |||
Accounts
payable and accrued expenses
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17,533 | 27,948 | |||
Due
to officer
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124 | 224 | |||
Net
Cash Used by Operating Activities
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(15,678) | (20,594) | |||
INVESTING
ACTIVITIES
|
|||||
Purchase
of software
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- | (248) | |||
Net
Cash Used (Provided) by Investing Activities
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- | (248) | |||
FINANCING
ACTIVITIES
|
|||||
Issuance
of common stock
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- | 31,600 | |||
Net
Cash Used by Financing Activities
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- | 31,600 | |||
NET
DECREASE IN CASH
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(15,678) | 10,758 | |||
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|||||
CASH
AT BEGINNING OF PERIOD
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26,436 | - | |||
CASH
AT END OF PERIOD
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$ | 10,758 | $ | 10,758 | |
SUPPLEMENTAL
DISCLOSURES OF CASH
FLOW INFORMATION
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|||||
CASH
PAID FOR:
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|||||
Interest
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$ | - | $ | - | |
Income
Taxes
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$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-4
MOJO SHOPPING, INC.
(A
Development Stage Company)
Notes to
Consolidated Financial Statements
March 31,
2008 and September 30, 2007
1. CONDENSED
FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 2008 and for all
periods presented have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September 30, 2007
audited financial statements. The results of operations for the
periods ended March 31, 2008 and is not necessarily indicative of the
operating results for the full year.
2. GOING
CONCER
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated
deficit of $43,166 as of March 31, 2008. The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
F-5
Item 2. Management’s Discussion and
Analysis or Plan of Operation
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Company
Overview
We were
incorporated on August 2, 2007, in the state of Delaware for the purpose of
developing, promoting, and expanding our online retail business.
We are in
the business of online retailing. Specifically, we have created and are
continuing to develop our website, www.mojoshopping.com (“mojoshopping.com”).
Through our site, we sell products, such as furniture, design accessories,
art, clothing, music, and a variety of environmentally friendly products, all of
which are designed to appeal to the tastes of young, socially conscious
professionals.
Our plan
is to target young professionals who are conscious of and attempting to keep
pace with ever-changing trends. We will draw these individuals to our site by
providing content that not only educates customers on the latest trends, but
provides a place to make purchases consistent with those trends. Our target
clientele may best be described as “hip” or “trendy”.
We plan
to seek alliances with other online entities that cater to our target market,
whereby they
4
will help
drive traffic to our site in exchange for a percentage of sales revenue
generated by any resulting traffic.
Ivona
Janieszewski is our President, Secretary, Chief Executive Officer, Chief
Financial Officer, and sole director.
Website
Our
mojoshopping.com website is currently active and fully
functioning. The shopping cart options are live and capable of
processing orders.
MojoShopping.com
is propelled by a nucleus of design aficionados with collective backgrounds in
furniture design, fashion design and manufacturing and innovative interior
design.
Our
initial repertoire of design products include core categories like modern
furniture, design accessories and creative art, and will soon expand to other
mainstay lifestyle products ranging from fashion staples; t-shirts and jean
apparel, to the latest unique gift items and cutting edge electronic
gadgetry.
Influenced
by pop culture, with a clear sense of the needs and demands of the hip
contemporary individual consumer that has a continual appetite for new and
exciting design-oriented products, we present a new entertaining experience in
online shopping. MojoShopping.com’s focus is to offer the most exciting
lifestyle and design products in today’s modern world.
Competition
We face
significant competition in the online retail industry. E-commerce is a dynamic,
high-growth market. Our competition for online customers comes from a variety of
sources, including existing traditional retailers that are using the Internet to
expand their channels of distribution, established Internet companies, and new
Internet companies such as ourselves. In addition, our competition for customers
comes from traditional direct marketers, brands that may attempt to sell their
products directly to consumers through the Internet, and outlet
stores.
Many of
our competitors have longer operating histories, significantly greater
resources, greater brand recognition and more firmly established supply
relationships. Moreover, we expect additional competitors to emerge in the
future. We believe that the principal competitive factors in our market include:
brand recognition, merchandise selection, price, convenience, customer service,
order delivery performance, and site features. Although we plan to compete
effectively in this market, we recognize that this market is relatively new and
is evolving rapidly, and, accordingly, there can be no assurance that we will be
able to compete effectively in this marketplace.
We
believe that our success will depend upon our ability to remain competitive in
this field. We compete with others in efforts to obtain financing and explore
and develop our online forum. The failure to compete successfully in the online
market for commercial opportunities and for resources could have a material
adverse effect on our business.
5
Intellectual
Property
We have
not filed a trademark application to register the name,
“MojoShopping.com.” To date, we do not yet own any other patent,
trademark, or legally enforceable claim to proprietary intellectual
property.
Employees
We have
no significant employees other than our sole officer and director, Ivona
Janieszewski.
Compliance
with Environmental Laws
We did
not incur any costs in connection with the compliance with any federal, state,
or local environmental laws.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
inception.
Plan
of Operations
Plan
of Operation in the Next Twelve Months
We are in
the business of online retailing. Specifically, we have created and are
continuing to develop our website, www.mojoshopping.com. Through the site, we
sell products, such as furniture, design accessories, art, clothing, music, and
a variety of environmentally friendly products, all of which are designed to
appeal to the tastes of young, socially conscious professionals.
We intend
to work closely with our web designer over the next twelve months to further
develop our website and our shopping cart functionalities. In
addition, we intend to develop greater relationships with our suppliers and
manufacturers to be able to supply and ship the products to be offered on our
website to our customers.
We do not
plan to maintain a significant product inventory. We anticipate that the
majority of our product suppliers will drop ship products from their respective
warehousing facilities directly to our customers. We have already received
verbal commitments from several suppliers to that effect. By eliminating the
majority of our warehousing and shipping costs, we are able to offer competitive
prices to our customers while realizing savings on our own costs.
We are
designing our site to automatically place orders with suppliers when customers
place their order on our site. By automating this process and arranging for
suppliers to ship directly to our customers, we reduce our order processing
time. Products will ship immediately from the manufacturer or supplier when
customers place their order, rather than waiting for individuals at
6
our
business to process or fill the order. Currently, however, our site does not
have this functionality, and we resubmit incoming orders to our suppliers for
shipping.
Notwithstanding
the foregoing, we do currently and plan to continue to hold in inventory a small
number of customizable gift items, such as t-shirts. We anticipate that most
such items will retail between $10 and $40. While these items will not represent
a significant profit center, they will serve to draw visitors to our site and
build brand loyalty.
Products
We have
entered into negotiations and have verbal commitments from a variety of
manufacturers and suppliers to sell their products on our site. Most of the
manufacturers/suppliers have also committed to drop ship products from their
warehouses directly to our customers. Notwithstanding the foregoing, there can
be no assurance that any of the manufacturers/suppliers we have verbal
commitments from will follow through on their verbal commitments or continue to
allow us to sell their products and ship to our customers in the
future.
Over the
next twelve months, we intend to solidify negotiations and have verbal
commitments from a variety of manufacturers and suppliers to sell their products
on our site. Most of the manufacturers/suppliers have also committed to drop
ship products from their warehouses directly to our customers.
Results of Operations for the three
and six months ended March 31, 2008 and from August 2, 2007 (date of
inception) until March 31, 2008.
For the
three months ended March 31, 2008, we generated gross revenue from sales of $92.
Cost of goods sold of $2,130, operating expenses of $12,513, and interest and
other income of $29 resulted in a net loss of $14,522 for the three months ended
March 31, 2008. For the six months ended March 31, 2008, we generated gross
revenue from sales of $1,725. Cost of goods sold of $3,560, operating expenses
of $31,576, and interest and other income of $76 resulted in a net loss of
$33,335 for the three months ended March 31, 2008. For the period from August 2,
2007 (date of inception) through March 31, 2008, we generated gross revenue from
sales of $1,725. Cost of goods sold of $3,560, operating expenses of $46,715,
and interest and other income of $132 resulted in a net loss of $48,418 for the
period from August 2, 2007 (date of inception) through March 31,
2008.
Liquidity
and Capital Resources
As of
March 31, 2008, we had total current assets of $10,758, consisting entirely of
Cash. Our total current liabilities as of March 31, 2008 were
$28,172. Thus, we have working capital deficit of $17,414 as of March
31, 2008.
Operating
activities used $15,678 in cash for the six months ended March 31, 2008, and
$20,594 for the period from August 2, 2007 (Date of Inception) until March 31,
2008. Our net losses of $33,335 and $48,418, respectively, were the primary
components of our negative operating cash
7
flow for
the periods. Investing Activities neither used nor generated cash for the six
months ended March 31, 2008, and used $248 in cash during the period from August
2, 2007 (Date of Inception) until March 31, 2008. We have incurred in
accrued expenses of $27,948 during the period from August 2, 2007 (Date of
Inception) until March 31, 2008. As of March 31, 2008, we had $10,758
in cash. Therefore, we will need to raise additional funds during the
next twelve months in order to execute on our business plan.
Although
our principal has no legal obligation to infuse additional capital, it is
anticipated that our principal will do so as reasonably necessary by providing
short-term demand loans carrying a market interest rate should it become
necessary. We anticipate that we may have to raise additional capital
to meet our financial requirements over the next twelve months. We believe that
it will be easier to raise the requisite financing once our stock is traded on a
readily accessible exchange or national quotation system.
Off
Balance Sheet Arrangements
As of
March 31, 2008, there were no off balance sheet arrangements.
Going
Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, we have accumulated deficit of
$43,166 as of March 31, 2008. We currently have limited liquidity, and have not
completed our efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.
Management
anticipates that we will be dependent, for the near future, on additional
investment capital to fund operating expenses We intend to position ourselves so
that we may be able to raise additional funds through the capital markets. In
light of our efforts, there are no assurances that we will be successful in this
or any of our endeavours or become financially viable and continue as a going
concern.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Ms. Ivona
Janieszewski. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of March 31, 2008, our disclosure
controls and procedures are effective. There have been no changes in
our internal controls over financial reporting during the quarter ended March
31, 2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
8
PART
II – OTHER INFORMATION
Item 1. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
None
Item 3. Defaults upon Senior
Securities
None
Item 4. Submission of Matters to a Vote
of Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2008.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit
Number
|
Description
of Exhibit
|
9
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
Shopping, Inc.
|
|
Date:
|
May
14, 2008
|
By: /s/ Ivona
Janieszewski
Ivona
Janieszewski
Title: Chief
Executive Officer and
Director
|