EQUATOR Beverage Co - Annual Report: 2009 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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[X] |
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
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For the fiscal year ended September 30, 2009
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[ ] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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For the transition period from _________ to ________
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Commission file number: 333-148190 |
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Mojo Shopping, Inc. | |||
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(Exact name of registrant as specified in its charter)
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Nevada |
26-0884348 | ||
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) | ||
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PO Box 778176 Henderson, NV |
89077 | ||
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(Address of principal executive offices) |
(Zip Code) | ||
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Registrant’s telephone number: 702 349 5750
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class |
Name of each exchange on which registered |
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none |
not applicable |
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Securities registered under Section 12(g) of the Exchange Act:
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Title of each class |
Name of each exchange on which registered |
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Common Stock, par value $0.001 |
not applicable |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not
available
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 4,520,000 as of December 31, 2009.
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PART I
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3 | ||
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4 | ||
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4 | |
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PART II
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5 | ||
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6 | ||
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8 | ||
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9 | ||
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9 | ||
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PART III
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10 | ||
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12 | ||
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14 | ||
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14 | ||
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14 | ||
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PART IV
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15 | ||
PART I
We were incorporated on August 2, 2007, in the state of Delaware for the purpose of developing, promoting, and expanding our online retail business. At present, we lack the financial resources to operate and have therefore suspended operations. We will need to raise additional funds during the next twelve months in order to resume
operations or otherwise execute on our business plan.
Our business is online retailing. We have created a website, not presently operational, through which we intend to 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 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 website is not currently active or capable of processing orders.
Our initial repertoire of design products will include core categories such as modern furniture, lighting, design accessories, rugs & textiles, clothing, gifts, and pet accessories.
We have designed our website in an effort to reach the hip, contemporary individual consumer that has a continual appetite for new and exciting design-oriented products. We will seek to draw and keep that customer by presenting a new, entertaining experience in online shopping and by offering the most exciting lifestyle and design products
available in today’s modern world.
However, today’s online retail marketplace is extremely competitive and current economic conditions have curtailed many of the free spending habits of our target market. We intend to continue to pursue our business plan of developing and marketing our website. We will require additional financing to do so, however. At
present, we lack sufficient financing to fully implement our business plan and have no immediate prospects to obtain that financing.
We intend to work with our web designer over the next twelve months to further develop our website and our shopping cart functionalities. In addition, we intend to solidify relationships with our existing suppliers and manufacturers as well as expand our supplier base.
Our intent is to develop relationships whereby our suppliers and manufacturers will be willing to ship products offered on our website directly to our customers. We do not currently and do not plan on maintaining 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 previously received verbal commitments from several suppliers to that effect. By eliminating warehousing and shipping costs, we believe that we will be able to offer competitive prices to our customers while realizing savings on our own costs.
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.
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.
Intellectual Property
We do not own any 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.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Government Regulation
Government regulation and compliance with environmental laws do not have a material effect on our business. We are subject to the laws and regulations of those jurisdictions in which we plan to operate and sell our products, which are generally applicable to business operations, such as business licensing requirements, income taxes and
payroll taxes. In general, the publishing of our Site and the sale of our products are not subject to special regulatory and/or supervisory requirements.
Subsidiaries
We conduct our operations through our wholly owned subsidiary, Mojo Shopping, LLC.
We do not presently lease or own any real property. We receive mail at PO Box 778176, Henderson, NV 89077. In order to minimize expenses, we conduct our limited operations out of the home of our sole officer and director and intend to do so until such time as our operations necessitate dedicated office space. We further
expect that our business model of relying primarily on the manufacturers of the products we sell to ship products directly to our customers will allow us to avoid the expense of dedicated warehouse space for the foreseeable future. Should we need warehouse space, we anticipate being able to lease such space on a short term basis at competitive rates in light of current economic conditions.
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.
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended September 30, 2009.
PART II
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on
the OTCBB under the symbol “MOJO”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
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Fiscal Year Ending September 30, 2009 | ||||
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Quarter Ended |
High $ |
Low $ | ||
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September 30, 2009 |
0 |
0 | ||
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June 30, 2009 |
0.10 |
0 | ||
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March 31, 2009 |
0.25 |
0 | ||
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December 31, 2008 |
0.25 |
0 | ||
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Fiscal Year Ending September 30, 2007 | ||||
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Quarter Ended |
High $ |
Low $ | ||
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September 30, 2008 |
0.25 |
0.25 | ||
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June 30, 2008 |
N/A |
N/A | ||
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March 31, 2008 |
N/A |
N/A | ||
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December 31, 2007 |
N/A |
N/A | ||
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available
to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and
is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement,
a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of September 30, 2009, we had 4,520,000 shares of our common stock issued and outstanding, held by 31 shareholders of record.
Dividends
We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board of directors from funds legally available.
There are no restrictions in our Certificate of Incorporation or bylaws that restrict us from declaring dividends. The Delaware General Corporation Law provides that a corporation may pay dividends out of surplus, out the corporation's net profits for the preceding fiscal year, or both provided that there remains in the stated capital account
an amount equal to the par value represented by all shares of the corporation's stock raving a distribution preference.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans.
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.
Results of Operations for the year ended September 30, 2009 and 2008 and for the period from February 22, 2007 (Date of Inception) until September 30, 2009
We generated $0 of revenue net of discounts from sales for the year ended September 30, 2009 and $2,447 for the year ended September 30, 2008 and for the period from Inception (August 2, 2007) through September 30, 2009. Our Operating Expenses equaled $28,519, and $63,240 and Cost of Goods Sold was $0 and $4,628 during the year
ended September 30, 2009 and 2008, respectively. The primary components of our Operating Expenses during the year ended September 30, 2009 were General and Administrative expenses. The primary components of our Operating Expenses for the year ended September 30, 2008 were General and Administrative Expenses and Advertising and Promotion Expenses. After considering interest and other income of $0 and $83, our Net Loss for the year ended September 30, 2009 and 2008, was $28,519 and $65,238, respectively.
Our Operating Expenses equaled $106,898, and Cost of Goods Sold was $4,628 during the period from Inception (August 2, 2007) through September 30, 2009. The primary components of our Operating Expenses were General and Administrative Expenses, which include Professional Fees and Start-up costs and Advertising and Promotion Expenses. After considering interest and other income of $139, our Net Loss for the year ended September 30, 2008, was $108,940.
Our General and Administrative Expenses are primarily attributable to professional fees associated with the initial development of our business, legal expenses, and consulting fees.
We anticipate our operating expenses will increase as we are able to more fully implement our business plan. The increase will be attributable to expenses to operating our business.
Due to an accounting error we restated the 2008 Consolidated Financial Statements. The restatement is addressed in further detail in Note 10 of the attached Notes to the Consolidated Financial Statements for the year ended September 30, 2009.
Liquidity and Capital Resources
As of September 30, 2009, we had total current assets of $95. We had $77,906 in current liabilities as of September 30, 2009. Thus, we had a working capital deficit of $77,811 as of September 30, 2009.
For the years ended September 30, 2009, September 30, 2008, and for the period from Inception (August 2, 2007) through September 30, 2008, operating activities have used $2,188, $26,312 and $33,516, respectively. The primary factors in this negative operational cash flow were our net losses of $28,519, $65,338 and $108,940, respectively, offset
primarily by an Increase in accrued expenses. We generated $2,035 and $124 from financing activities through officer loans during the years ended September 30, 2009 and September 30, 2008, and we generated $33,859 in cash from financing activities during the period from Inception (August 2, 2007) through September 30, 2009, most of which was due to an equity offering. There was no positive or negative cash flow due to investing activities during the years ended September 30, 2009 and September 30, 2008. Investing
Activities used $248 in cash for the period from Inception (August 2, 2007) through September 30, 2009.
Should we be successful in raising additional capital, we anticipate that it will cost approximately $25,000 to further develop and market our website over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000.
As of September 30, 2009, we have insufficient cash to operate our business and have therefore suspended operations. The success of our business plan during the next 12 months and beyond is contingent upon us obtaining additional financing. We intend to obtain business capital through the use of private equity fundraising or shareholders loans.
We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Going Concern
We have experienced losses since our inception of the development stage amounting to $108,940 as of September 30, 2009 and have had minimal operating revenues. As of September 30 2009, we had a total of $95 in cash. These factors raise substantial doubt about our ability to continue as a going concern. Our
ability to meet our commitments as they become payable is dependent on our ability to execute our plan to establish a customer base, obtain customers that make purchases, and to obtain necessary financing or achieve a profitable level of operations. There are no assurances that we will be successful in achieving these goals.
Off Balance Sheet Arrangements
As of September 30, 2009, there were no off balance sheet arrangements.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s
most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our “critical accounting polices” are listed in the notes attached to our consolidated financial statements.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are addressed in the notes attached to our consolidated financial statements.
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Audited Financial Statements:
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F-1 |
Report of Independent Registered Public Accounting Firm |
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F-2 |
Consoli ated Balance Sheets as of September 30, 2009 and 2008; |
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F-3 |
Statements of Operations for the years ended September 30, 2009 and 2008 and the period from August 2, 2007 (inception) to September 30, 2009; |
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F-4 |
Statement of Stockholders’ Deficit as of September 30, 2009; |
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F-5 |
Statements of Cash Flows for the years ended September 30, 2009 and 2008, and the period from August 2, 2007 (inception) to September 30, 2009; |
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F-6 |
Notes to the Consolidated Financial Statements |
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Mojo Shopping, Inc.
Henderson, Nevada
We have audited the accompanying balance sheets of Mojo Shopping, Inc. (the “Company”) as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period from August 2, 2007 (inception) through September 30,
2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mojo Shopping, Inc. as of September 30, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and the period from August 2, 2007 (inception)
through September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These
factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Maddox Ungar Silberstein, PLLC
Bingham Farms, Michigan
January 11, 2010
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2009 AND 2008
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2009 |
2008
(Restated) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ | 95 | $ | 248 | ||||
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Property and equipment, net |
123 | 173 | ||||||
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Other Assets |
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Deposits |
348 | 348 | ||||||
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Total Assets |
$ | 566 | $ | 769 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses |
$ | 75,647 | $ | 49,366 | ||||
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Due to officer |
2,259 | 224 | ||||||
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Total Liabilities |
77,906 | 49,590 | ||||||
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STOCKHOLDERS’ DEFICIT |
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Common stock, $.001 par value, 90,000,000 shares
authorized, 4,520,000 shares issued and outstanding |
4,520 | 4,520 | ||||||
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Additional paid in capital |
27,080 | 27,080 | ||||||
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Deficit accumulated during the development stage |
(108,940 | ) | (80,421 | ) | ||||
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Total Stockholders’ Deficit |
(77,340 | ) | (48,821 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | 566 | $ | 769 | ||||
See accompanying notes to financial statements.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
FOR THE PERIOD FROM AUGUST 2, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
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Year ended
September
30, 2009 |
Year ended
September
30, 2008
(Restated) |
Period from
August 2, 2007 (Inception) to September 30,
2009 |
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REVENUES |
$ | 0 | $ | 2,447 | $ | 2,447 | ||||||
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COST OF GOODS SOLD |
0 | 4,628 | 4,628 | |||||||||
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GROSS PROFIT (LOSS) |
0 | (2,181 | ) | (2,181 | ) | |||||||
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OPERATING EXPENSES |
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Advertising and promotion |
0 | 11,617 | 11,617 | |||||||||
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Depreciation and amortization |
50 | 75 | 125 | |||||||||
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General and administrative |
28,469 | 51,548 | 96,156 | |||||||||
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TOTAL OPERATING EXPENSES |
28,519 | 63,240 | 106,898 | |||||||||
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NET LOSS FROM OPERATIONS |
(28,519 | ) | (65,421 | ) | (109,079 | ) | ||||||
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OTHER INCOME |
0 | 83 | 139 | |||||||||
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NET LOSS BEFORE INCOME TAXES |
(28,519 | ) | (65,338 | ) | (108,940 | ) | ||||||
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PROVISION FOR INCOME TAXES |
0 | 0 | 0 | |||||||||
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NET LOSS |
$ | (28,519 | ) | $ | (65,338 | ) | $ | (108,940 | ) | |||
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NET LOSS PER SHARE: BASIC AND
DILUTED |
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
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WEIGHTED AVERAGE SHARES
OUTSTANDING: BASIC AND DILUTED |
4,520,000 | 4,520,000 | ||||||||||
See accompanying notes to financial statements.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
AS OF SEPTEMBER 30, 2009
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Common stock |
Additional paid-in |
Deficit accumulated during the development |
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Shares |
Amount |
capital |
stage |
Total |
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Balance, August 2, 2007 (inception) |
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Shares issued at $0.005 per share on August 31, 2007 |
320,000 | 320 | 1,280 | - | 1,600 | |||||||||||||||
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Shares issued at $0.003 per share on August 31, 2007 |
3,200,000 | 3,200 | 6,800 | - | 10,000 | |||||||||||||||
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Shares issued at $0.02 per share on September 28, 2007 |
1,000,000 | 1,000 | 19,000 | - | 20,000 | |||||||||||||||
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Net loss for the period ended September 30, 2007 |
- | - | - | (15,083 | ) | (15,083 | ) | |||||||||||||
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Balance, September 30, 2007 |
4,520,000 | 4,520 | 27,080 | (15,083 | ) | 16,517 | ||||||||||||||
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Net loss for the year ended September 30, 2008 |
- | - | - | (73,838 | ) | (73,838 | ) | |||||||||||||
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Balance September 30, 2008, as originally reported |
4,520,000 | 4,520 | 27,080 | (88,921 | ) | (57,321 | ) | |||||||||||||
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Correction of accounting error |
- | - | - | 8,500 | 8,500 | |||||||||||||||
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Balance, September 30, 2008, Restated |
4,520,000 | 4,520 | 27,080 | (80,421 | ) | (48,821 | ) | |||||||||||||
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Net loss for the year ended September 30, 2009 |
- | - | - | (28,519 | ) | (28,519 | ) | |||||||||||||
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Balance, September 30, 2009 |
4,520,000 | $ | 4,520 | $ | 27,080 | $ | (108,940 | ) | $ | (77,340 | ) | |||||||||
See accompanying notes to financial statements.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
FOR THE PERIOD FROM AUGUST 2, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
|
Year ended September
30, 2009 |
Year ended September
30, 2008 (Restated) |
Period from August 2, 2007 (Inception) to September 30, 2009 |
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
|
Net loss for the period |
$ | (28,519 | ) | $ | (65,338 | ) | $ | (108,940 | ) | |||
|
Adjustments to reconcile net loss to net cash used by
operating activities: |
||||||||||||
|
Depreciation and amortization |
50 | 75 | 125 | |||||||||
|
Changes in assets and liabilities: |
||||||||||||
|
Increase in Deposits |
0 | 0 | (348 | ) | ||||||||
|
Increase in Accounts payable and accrued expenses |
26,281 | 38,951 | 75,647 | |||||||||
|
CASH FLOWS USED IN OPERATING ACTIVITIES |
(2,188 | ) | (26,312 | ) | (33,516 | ) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
|
Purchase of software |
0 | 0 | (248 | ) | ||||||||
|
CASH FLOWS USED IN INVESTING ACTIVITIES |
0 | 0 | (248 | ) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
|
Proceeds from sale of common stock |
0 | 0 | 31,600 | |||||||||
|
Loans from officer |
2,035 | 124 | 2,259 | |||||||||
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
2,035 | 124 | 33,859 | |||||||||
|
NET INCREASE (DECREASE) IN CASH |
(153 | ) | (26,188 | ) | 95 | |||||||
|
Cash, beginning of period |
248 | 26,436 | 0 | |||||||||
|
Cash, end of period |
$ | 95 | $ | 248 | $ | 95 | ||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||||||
|
Interest paid |
$ | 0 | $ | 0 | $ | 0 | ||||||
|
Income taxes paid |
$ | 0 | $ | 0 | $ | 0 | ||||||
See accompanying notes to financial statements.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Mojo Shopping, Inc. (the “Company”) was incorporated in the State of Delaware on August 2, 2007. The Company plans to operate as a holding company for its wholly owned subsidiary, Mojo Shopping LLC, which was incorporated in the state of Nevada on April 2, 2007 and sells goods via its online store.
The Company intends to provide credit in the normal course of business to its customers and perform ongoing credit evaluations of those customers. It will maintain allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and/or other information.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At September 30, 2009 and 2008 the Company's bank deposits did not exceed the insured amounts.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2009.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Income Taxes
The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s
predecessor operated as entity exempt from Federal and State income taxes.
Deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such
assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Accounting Basis
The basis is accounting principles generally accepted in the United States of America. The Company has adopted a September 30 fiscal year end.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $-0- and $11,617 during the years ended September 30, 2009 and 2008, respectively.
Recent Accounting Pronouncements
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant
effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC)..
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB
to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 nd interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized
and presented.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of September 30, 2009, the Company has not issued any stock-based payments to its employees.
The Company uses the modified prospective method of accounting for stock-based compensation. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the estimated grant-date fair value.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
NOTE 2 – 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, the Company has accumulated deficit of $108,940 as of September 30, 2009. 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 which raises substantial doubt about its ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company plans 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.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 3 – COMMON AND PREFERRED STOCK
On August 31, 2007, the Company issued 3,200,000 shares of its common stock at $0.003125 per share and 320,000 shares at $0.005 per shares in exchange for a 100% interest in its wholly owned subsidiary Mojo Shopping LLC.
On September 28, 2007, the Company closed a private placement and issued 1,000,000 shares of its common stock to 30 individuals pursuant to subscriptions for $0.02 per share in return for total proceeds of $20,000.
The Company did not issue any common or preferred shares during the years ended September 30, 2009 and 2008.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment is comprised of software and is stated at cost. Amortization expense for the periods ended September 30, 2009 and 2008 amounted to $50 and $75, respectively. Maintenance and repairs are charged to expense as incurred. As of September 30, 2009 and 2008 property
and equipemnt consisted of the following:
|
2009 |
2008 | |
|
Software |
$ 248 |
$ 248 |
|
Accumulated depreciation |
(125) |
(75) |
|
Net Book Value |
$ 123 |
$ 173 |
NOTE 5 – ACCRUED EXPENSES
Accrued expenses consisted of the following as of September 30, 2009 and 2008:
|
2009 |
2008
(Restated) | |
|
Accrued legal fees |
$ 71,394 |
$ 49,366 |
|
Accrued accounting fees |
4,250 |
0 |
|
Accrued miscellaneous expense |
3 |
0 |
|
Total Accrued Expenses |
$ 75,647 |
$ 49,366 |
NOTE 6 – DUE TO RELATED PARTY
An officer of the Company has paid certain expenses on behalf of the Company as of September 30, 2009. The amounts are due to the officer on demand and are unsecured and interest free. The balance was $2,259 and $224 as of September 30, 2009 and 2008, respectively.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 7 – INCOME TAXES
The provision for Federal income tax consists of the following:
|
September
30, 2009 |
September
30, 2008
(Restated) | |
|
Refundable Federal income tax attributable to: |
||
|
Current Operations |
$ 9,696 |
$ 22,232 |
|
Less: valuation allowance |
(9,696) |
(22,232) |
|
Net provision for Federal income taxes |
$ - |
$ - |
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
|
September
30, 2009 |
September
30, 2008 (Restated) | |
|
Deferred tax asset attributable to: |
||
|
Net operating loss carryover |
$ 37,040 |
$ 27,343 |
|
Less: valuation allowance |
(37,040) |
(27,343) |
|
Net deferred tax asset |
$ - |
$ - |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $108,940 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 8 – COMMITMENTS
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The
officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to September 30, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements.
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 10 – CORRECTION OF AN ACCOUNTING ERROR
The September 30, 2008 balance sheet has been restated to correct a duplicate recording of an $8,500 accrued expense.
The September 30, 2008 statement of operations has been restated to reflect the reduction in operating expenses due to the duplicate recording of the $8,500 expense.
The September 30, 2008 statement of cash flows has been corrected to account for the corrections in the balance sheet and statement of operations discussed above.
|
|
The following are the before and after balances as restated: |
|
Year Ended September 30, 2008 | |||
|
Balance Sheet |
|||
|
Total Assets |
|||
|
Before |
$ |
769 | |
|
After |
$ |
769 | |
|
Current Liabilities |
|||
|
Before |
$ |
57,866 | |
|
After |
$ |
49,366 | |
|
Accumulated Deficit |
|||
|
Before |
$ |
88,921 | |
|
After |
$ |
80,421 | |
|
Statement of Operations |
|||
|
Net Revenues |
|||
|
Before |
$ |
2,447 | |
|
After |
$ |
2,447 | |
|
Cost of Sales |
|||
|
Before |
$ |
4,628 | |
|
After |
$ |
4,628 | |
|
Gross Profit (Loss) |
|||
|
Before |
$ |
(2,181) | |
|
After |
$ |
(2,181) | |
|
Operating Expenses |
|||
|
Before |
$ |
71,740 | |
|
After |
$ |
63,240 | |
|
Net (Loss) from Operations |
|||
|
Before |
$ |
(73,921) | |
|
After |
$ |
(65,421) | |
|
Net Profit (Loss) |
|||
|
Before |
$ |
(73,838) | |
|
After |
$ |
(65,338) | |
MOJO SHOPPING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 10 – CORRECTION OF AN ACCOUNTING ERROR (CONTINUED)
|
Statement of Cash Flows |
||
|
Cash flows used in operating activities |
||
|
Before |
$ |
(26,188) |
|
After |
$ |
(26,312) |
|
Cash flows used in investing activities |
||
|
Before |
$ |
0 |
|
After |
$ |
0 |
|
Cash flows from financing activities |
||
|
Before |
0 | |
|
After |
0 |
Disclosure
No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending September 30, 2009.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial
Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
|
• |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions; |
|
• |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and |
|
• |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as
of September 30, 2009, as the result of a material weakness. The material weakness results from significant deficiencies in internal control that collectively constitute a material weakness.
A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. We had the following significant deficiencies at
September 30, 2009:
|
· |
The company is effectively insolvent, and only has one employee to oversee bank reconciliations, posting payables, and so forth, so there are no checks and balances on internal controls. |
Remediation of Material Weakness
We are unable to remedy our internal controls until we are able to locate another business opportunity, or receive financing to hire additional employees. At this time, we are effectively not a going concern.
Limitations on the Effectiveness of Internal Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or 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 may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide
only management’s report in this annual report.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
PART III
The following information sets forth the name of our sole executive officer and directors, her age as of September 30, 2009 and her present position.
|
Name |
Age |
Position Held with the Company |
|
Ivona Janieszewski |
43
|
President, Secretary, CEO,
CFO, Director |
Set forth below is a brief description of the background and business experience of our sole executive officer and director.
Ivona Janieszewski, President and CEO.
Ivona Janieszewski is President and CEO of Mojo Shopping, Inc., which she founded. Pursuing a career as a makeup artist and fashion stylist for musicians, models, and television personalities, Ivona apprenticed under award-winning stylist Maciej Radzyminski in her native Poland. In 1993, she was an assistant under interior designer Christian
St. Clair in Cleveland, Ohio. In early 2000, she served as Fashion Stylist and Assistant Set Director for Bob Eubanks and The Live Auction Game Show, which was directed and produced by Emmy Award-winning TV producer Tony Verna in Las Vegas, Nevada. Ms. Janieszewski has also worked on videos and television commercials for TKO Multi-Media Entertainment and organized fashion showcases and runway shows for modeling agencies since 2000. In 2002, Ivona co-founded
Innovation Flooring + Furniture Design (“IF+D”), a Las Vegas design firm selling both modern flooring and modern furniture. Working with developers, architects, and interior designers, Ms. Janieszewski has also worked as a designer through IF+D, designing artistic living and working environments for clients such as Tommy Hilfiger, John Daly, and Caesar’s Entertainment.
Directors
Our bylaws authorize no less than one (1) and more than ten (10) directors. We currently have one Director.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.
Audit Committee
We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants
and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
We do not have an audit committee financial expert because of
the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.
For the fiscal year ending September 30, 2009, the board of directors:
|
1. |
Reviewed and discussed the audited financial statements with management, and |
|
2. |
Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence. |
Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended September 30, 2009 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended September 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended September
30, 2009:
|
Name and principal position |
Number of
late reports |
Transactions not
timely reported |
Known failures
to
file a required
form |
|
Ivona Janieszewski |
0 |
0 |
0 |
Code of Ethics
As of September 30, 2009, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended September 30, 2009, 2008 and 2007.
|
SUMMARY COMPENSATION TABLE | |||||||||
|
Name
and
principal
position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
Incentive Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings ($) |
All Other
Compensation
($) |
Total
($) |
|
Ivona Janieszewski,
President,
Chief
Executive
Officer,
Principal
Executive
Officer,
Chief
Financial Officer,
Principal
Financial
Officer,
Principal
Accounting
Officer and
Director
|
2009
2008
2007 |
0
0
0 |
0
0
0 |
0
0
0 |
0
0
0 |
0
0
0 |
0
0
0 |
0
0
0 |
0
0
0 |
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officer. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officer, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2009.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | |||||||||
|
OPTION AWARDS |
STOCK AWARDS | ||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) |
Option
Exercise
Price
($) |
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#) |
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($) |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#) |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) |
|
Ivona
Janieszewski |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our director for all services rendered in all capacities to us for the period from inception (August 2, 2007) through September 30, 2009.
|
DIRECTOR COMPENSATION | |||||||
|
Name
|
Fees
Earned or
Paid in
Cash
($) |
Stock
Awards
($) |
Option Awards
($) |
Non-Equity
Incentive
Plan
Compensation
($) |
Non-Qualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
|
Ivona Janieszewski |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Narrative Disclosure to the Director Compensation Table
We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
We have not reimbursed our directors for expenses incurred in connection with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director in the year ended September 30, 2009.
We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established. We do have a stock option plan in
place at this time although we have not yet issued any options. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of Mojo Shopping other than services ordinarily required of a director. No director received and/or accrued any compensation for his
or her services as a director, including committee participation and/or special assignments
Stock Option Plans
We did not have a stock option plan as of September 30, 2009
Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of September 30, 2008, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The
information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any
stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however,
constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 4,520,000 Shares of Common Stock issued and outstanding as of September 30, 2008.
|
Name and Address of Beneficial Owners of
Common Stock1 |
Title of Class |
Amount and
Nature of
Beneficial
Ownership |
% of Common Stock2 |
|
Ivona Janieszewski
1505 Dusty Canyon St.
Henderson, NV 89052 |
Common Stock |
3,200,000 |
70.80% |
|
DIRECTORS AND OFFICERS – TOTAL |
3,200,000 |
70.80% | |
|
5% SHAREHOLDERS |
|||
|
Kent Morgan
2479 Antrim Irish
Henderson, NV 89044 |
Common Stock |
400,000 |
400,000 |
|
Total of 5% shareholders |
400,000 |
8.85% |
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings,
and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
|
Financial Statements for the Year Ended September 30 |
Audit Services |
Audit Related Fees |
Tax Fees |
Other Fees |
|
2009 |
$8,000 |
$0 |
$0 |
$0 |
|
2008 |
$8,500 |
$0 |
$0 |
$0 |
PART IV
|
Exhibit Number |
Description |
|
3.1 |
Articles of Incorporation, as amended (1) |
|
3.2 |
Bylaws, as amended (1) |
|
1 |
Incorporated by reference to the Registration Statement on Form SB-2 filed on December 19, 2007. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Mojo Shopping, Inc.
|
By: |
/s/ Ivona Janieszewski |
|
Ivona Janieszewski
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
| |
|
January 11, 2010 |
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
By: |
/s/ Ivona Janieszewski |
|
Ivona Janieszewski
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
| |
|
January 11, 2010 |