EQUATOR Beverage Co - Annual Report: 2010 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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[X]
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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, 2010 | ||
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
| For the transition period from _________ to ________ | ||
| 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
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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 778205 Henderson, NV
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89077
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(Address of principal executive offices)
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(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
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Name of each exchange on which registered
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none
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not applicable
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Securities registered under Section 12(g) of the Exchange Act:
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Title of each class
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Common Stock, par value $0.001
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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]
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 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 (§ 232.405 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. [ ]
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 20, 2010.
TABLE OF CONTENTS
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Page
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PART I
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PART II
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PART III
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PART IV
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| Item 15. | Exhibits, Financial Statement Schedules | 19 |
PART I
Item 1. Business
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. At present, we lack the financial resources to operate our website and implement our business plan. We will need to raise additional funds during the next twelve months in order to resume operations or otherwise execute on our business plan. In addition, our management will consider other business opportunities should they arise.
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.
Item 2. Properties
We do not presently lease or own any real property. We receive mail at PO Box 778205, 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.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended September 30, 2010.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
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, 2010
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Quarter Ended
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High $
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Low $
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September 30, 2010
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0
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0
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June 30, 2010
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0
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0
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March 31, 2010
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0
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0
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December 31, 2009
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0
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0
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Fiscal Year Ending September 30, 2009
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Quarter Ended
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High $
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Low $
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September 30, 2009
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0
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0
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June 30, 2009
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0
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0
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March 31, 2009
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0
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0
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December 31, 2008
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0
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0
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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 December 20, 2010, 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2010 and 2009 and for the period from August 2, 2007 (Date of Inception) until September 30, 2010
We generated $0 of revenue net of discounts from sales for the years ended September 30, 2010 and 2009 and $2,447 for the period from Inception (August 2, 2007) through September 30, 2010. Our Operating Expenses equaled $73,581 and $28,519 and Cost of Goods Sold was $0 and $0 during the years ended September 30, 2010 and 2009, respectively. The primary components of our Operating Expenses during the years ended September 30, 2010 and 2009 were General and Administrative expenses. Our Net Loss for the years ended September 30, 2010 and 2009, was $73,581 and $28,519, respectively. Our Operating Expenses equaled $180,479, and Cost of Goods Sold was $4,628 during the period from Inception (August 2, 2007) through September 30, 2010. 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 period from Inception (August 2, 2007) through September 30, 2010 was $182,521.
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.
Liquidity and Capital Resources
As of September 30, 2010, we had total current assets of $479. We had $151,471 in current liabilities as of September 30, 2010. Thus, we had a working capital deficit of $150,992 as of September 30, 2010.
For the years ended September 30, 2010, September 30, 2009, and for the period from Inception (August 2, 2007) through September 30, 2010, operating activities have used Net Cash of $116, $2,188 and $33,632, respectively. The primary factors in this negative operational cash flow were our net losses of $73,581, $28,519 and $182,521, respectively, offset primarily by an Increase in accrued expenses. We generated $500 and $2,035 from financing activities through officer loans during the years ended September 30, 2010 and September 30, 2009, and we generated $34,359 in cash from financing activities during the period from Inception (August 2, 2007) through September 30, 2010, 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, 2010 and September 30, 2009. Investing Activities used $248 in cash for the period from Inception (August 2, 2007) through September 30, 2010.
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.
At present, we lack the financial resources to operate our website and implement our business plan. We will need to raise additional funds during the next twelve months in order to resume operations or otherwise execute on our business plan. In addition, our management will consider other business opportunities should they arise.
Going Concern
Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our auditors have indicated that our ability to continue as a going concern is dependent on our obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.
In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that will be successful in accomplishing any of our plans.
Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Off Balance Sheet Arrangements
As of September 30, 2010, 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.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
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Audited Financial Statements:
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10
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
To the Board of Directors of
Mojo Shopping, Inc.
Henderson, Nevada
We have audited the accompanying consolidated balance sheets of Mojo Shopping, Inc. (the “Company”) as of September 30, 2010 and 2009, and the related consolidated 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, 2010. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mojo Shopping, Inc. as of September 30, 2010 and 2009 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, 2010 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/ Silberstein Ungar, PLLC
Bingham Farms, Michigan
December 3, 2010
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Balance Sheets
| ASSETS |
September 30,
2010 |
September 30,
2009 |
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 479 | $ | 95 | |
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Total Current Assets
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479 | 95 | |||
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SOFTWARE, net
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71 | 123 | |||
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OTHER ASSETS
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Deposits
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- | 348 | |||
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TOTAL ASSETS
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$ | 550 | $ | 566 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 148,712 | $ | 75,647 | |
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Due to officer
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2,759 | 2,259 | |||
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Total Current Liabilities
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151,471 | 77,906 | |||
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STOCKHOLDERS' EQUITY (DEFICIT)
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Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
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- | - | |||
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Common stock, $0.001 par value, 90,000,000 shares authorized, 4,520,000 shares issued and outstanding
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4,520 | 4,520 | |||
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Additional paid-in capital
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27,080 | 27,080 | |||
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Deficit accumulated during the development stage
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(182,521) | (108,940) | |||
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Total Stockholders' Equity (Deficit)
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(150,921) | (77,340) | |||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 550 | $ | 566 | |
The accompanying notes are an integral part of these financial statements.
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For the Year Ended
September 30, |
From Inception
on August 2, |
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2010
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2009
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2010
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REVENUES
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$ | - | $ | - | $ | 2,447 | ||
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COST OF GOODS SOLD
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- | - | 4,628 | |||||
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GROSS PROFIT (LOSS)
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- | - | (2,181) | |||||
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OPERATING EXPENSES
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Advertising and promotion
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- | - | 11,617 | |||||
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Depreciation and amortization
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52 | 50 | 177 | |||||
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General and administrative
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73,529 | 28,469 | 168,685 | |||||
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Total Operating Expenses
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73,581 | 28,519 | 180,479 | |||||
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LOSS FROM OPERATIONS
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(73,581) | (28,519) | (182,660) | |||||
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OTHER INCOME
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- | - | 139 | |||||
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Total Other Expenses
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- | - | 139 | |||||
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NET LOSS BEFORE TAXES
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(73,581) | (28,519) | (182,521) | |||||
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Income taxes
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- | - | - | |||||
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NET LOSS
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$ | (73,581) | $ | (28,519) | $ | (182,521) | ||
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BASIC AND DILUTED LOSS PER COMMON SHARE
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$ | (0.02) | $ | (0.01) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 4,520,000 | 4,520,000 | ||||||
The accompanying notes are an integral part of these financial statements.
Consolidated Statements of Stockholders' Equity (Deficit)
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Common Stock
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Additional
Paid-In |
Deficit
Accumulated |
Total
Stockholders' |
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Shares
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Amount
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Capital
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Stage
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(Deficit)
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Balance, August 2, 2007
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- | $ | - | $ | - | $ | - | $ | - | |||||
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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 | |||||||||
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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 | |||||||||
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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 | |||||||||
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Net loss from inception through September 30, 2007
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- | - | - | (15,083) | (15,083) | |||||||||
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Balance, September 30, 2007
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4,520,000 | 4,520 | 27,080 | (15,083) | 16,517 | |||||||||
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Net loss for year ended September 30, 2008
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- | - | - | (65,338) | (65,338) | |||||||||
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Balance, September 30, 2008
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4,520,000 | 4,520 | 27,080 | (80,421) | (48,821) | |||||||||
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Net loss for year ended September 30, 2009
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- | - | - | (28,519) | (28,519) | |||||||||
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Balance, September 30, 2009
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4,520,000 | 4,520 | 27,080 | (108,940) | (77,340) | |||||||||
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Net loss for year ended September 30, 2010
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- | - | - | (73,581) | (73,581) | |||||||||
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Balance, September 30, 2010
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4,520,000 | $ | 4,520 | $ | 27,080 | $ | (182,521) | $ | (150,921) | |||||
The accompanying notes are an integral part of these financial statements.
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For the Year Ended
September 30, |
From Inception
on August 2, |
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2010
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2009
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2010
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OPERATING ACTIVITIES
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Net loss
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$ | (73,581) | $ | (28,519) | $ | (182,521) | ||
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Adjustments to Reconcile Net Loss to Net
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Cash Used by Operating Activities:
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Depreciation and amortization
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52 | 50 | 177 | |||||
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Changes in operating assets and liabilities:
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Increase in deposits
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348 | - | - | |||||
|
Increase in accounts payable and accrued expenses
|
73,065 | 26,281 | 148,712 | |||||
|
Net Cash Used in Operating Activities
|
(116) | (2,188) | (33,632) | |||||
|
INVESTING ACTIVITIES
|
||||||||
|
Purchase of software
|
- | - | (248) | |||||
|
Net Cash Used in Investing Activities
|
- | - | (248) | |||||
|
FINANCING ACTIVITIES
|
||||||||
|
Proceeds from sale of common stock
|
- | - | 31,600 | |||||
|
Loans from officer
|
500 | 2,035 | 2,759 | |||||
|
Net Cash Provided by Financing Activities
|
500 | 2,035 | 34,359 | |||||
|
NET INCREASE (DECREASE) IN CASH
|
384 | (153) | 479 | |||||
|
CASH AT BEGINNING OF PERIOD
|
95 | 248 | - | |||||
|
CASH AT END OF PERIOD
|
$ | 479 | $ | 95 | $ | 479 | ||
|
SUPPLEMENTAL DISCLOSURES OF
|
||||||||
|
CASH FLOW INFORMATION
|
||||||||
|
CASH PAID FOR:
|
||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2010 and 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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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.
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, 2010 and 2009 the Company's bank deposits did not exceed the insured amounts.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service.
Fair Value of Financial Instruments
The Company’s financial instruments as defined by ASC 820, “disclosures about Fair Value of Financial Instruments,” include cash, advances to affiliates, trade accounts receivable, investment in securities available-for-sale, restricted cash, accounts payable and accrued expenses and short-term borrowing. All instruments other than investment in securities available-for-sale are accounted for on a historical cost basis, which due to the short maturity of these financial instruments approximates fair value at June 30, 2010.
Impairment of Long-Lived Assets
The Company has adopted ASC 360, “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with these standards, the company reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The company determines impairment by comparing the undiscounted future value cash flows estimated to be generated by its assets to their respective carrying amounts whenever events or changes in circumstances indicate that an asset may not be recoverable.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $-0- and $-0- during the years ended September 30, 2010 and 2009, respectively.
F-6
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2010 and 2009
NOTE 1 – COMPANY BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-Based Compensation
The Company follows the provisions of ASC 718, “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.
Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier.
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, 2010.
Income Taxes
The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. 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.
ASC 740 also requires the reduction of 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.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to net loss before provision for income taxes for the following reasons:
|
June 30,
2010
|
June 30,
2009
|
||||
|
Income tax expense at statutory rate
|
$ | (25,018) | $ | (9,696) | |
|
Valuation allowance
|
25,018 | 9,696 | |||
|
Income tax expense per books
|
$ | - | $ | - | |
Net deferred tax assets consist of the following components as of:
|
June 30,
2010
|
June 30,
2009
|
||||
|
NOL carryover
|
$ | 62,057 | $ | 42,487 | |
|
Valuation allowance
|
(62,057) | (42,487) | |||
|
Net deferred tax asset
|
$ | - | $ | - | |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $182,521 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.
Recent Accounting Pronouncements
Below is a listing of the most recent accounting pronouncements. The Company has evaluated these pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
F-7
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2010 and 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (continued)
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.
In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.
In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.
In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2010 and 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (continued)
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.
NOTE 2 – GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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, 2010 and 2009.
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2010 and 2009
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, 2010 and 2009 amounted to $50 and $75, respectively. Gains and losses on sales and disposals of software are included in the statements of operations. Maintenance and repairs are charged to expense as incurred. As of September 30, 2010 and 2009 software consisted of the following:
|
September 30,
2010
|
September 30,
2009 |
||||
|
Software
|
$ | 248 | $ | 248 | |
|
Accumulated amortization
|
(177) | (125) | |||
|
Total
|
$ | 71 | $ | 123 | |
NOTE 5 – NOTES PAYABLE AND RELATED PARTY PAYABLES
Various expenses of the Company including advertising, promotional expenses, and general and administrative expenses as well as loans for operating purposes have been paid for or made by the officers of the Company. The related party payables total $2,759 and $2,259 at June 30, 2010 and 2009, respectively, do not bear interest, are unsecured and due upon demand.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855 Company management reviewed all material events through the filing of these financial statements and there are no material subsequent events to report.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending September 30, 2010.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “1934 Act”), as of September 30, 2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of September 30, 2010.
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 Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’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 our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
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, 2010, 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, 2010:
|
•
|
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.
|
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 an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
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.
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
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the name of our sole executive officer and directors, her age as of September 30, 2010 and her present position.
|
Name
|
Age
|
Position Held with the Company
|
|
Ivona Janieszewski
|
44
|
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, 2010, 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, 2010 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, 2010:
|
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, 2010, 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.
Item 11. Executive Compensation
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, 2010 and 2009.
|
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
($)
|
|
Ivona Janieszewski,President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
|
2010
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officer. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officer, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2010.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Ivona Janieszewski
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our director for all services rendered in all capacities to us for the period from inception (August 2, 2007) through September 30, 2010.
|
DIRECTOR COMPENSATION
|
|||||||
|
Name
|
Fees Earned or
Paid in
Cash
($)
|
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, 2010.
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, 2010
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related 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, 2010, 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, 2010.
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Name and Address of Beneficial Owners of Common Stock1
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Title of Class
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Amount and Nature of Beneficial Ownership
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% of Common Stock2
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Ivona Janieszewski
1505 Dusty Canyon St.
Henderson, NV 89052
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Common Stock
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3,200,000
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70.80%
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DIRECTORS AND OFFICERS – TOTAL
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3,200,000
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70.80%
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5% SHAREHOLDERS
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|||
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Kent Morgan
2479 Antrim Irish
Henderson, NV 89044
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Common Stock
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400,000
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400,000
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Total of 5% shareholders
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400,000
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8.85%
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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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
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:
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Financial Statements for the
Year Ended September 30
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Audit Services
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Audit Related Fees
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Tax Fees
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Other Fees
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2010
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$7,850
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$0
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$0
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$0
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2009
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$8,000
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$0
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$0
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$0
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PART IV
Item 15. Exhibits, Financial Statements Schedules
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(a)
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Financial Statements and Schedules
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The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
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(b)
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Exhibits
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Exhibit Number
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Description
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3.1
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Articles of Incorporation, as amended (1)
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3.2
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Bylaws, as amended (1)
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1
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Incorporated by reference to the Registration Statement on Form SB-2 filed on December 19, 2007.
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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.
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By:
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/s/ Ivona Janieszewski
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Ivona Janieszewski
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
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December 27, 2010
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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:
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By:
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/s/ Ivona Janieszewski
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Ivona Janieszewski
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
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December 27, 2010
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