EQUATOR Beverage Co - Quarter Report: 2012 September (Form 10-Q)

f10q0912_mojoorganics.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2012

o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

	Commission File Number: 333-148190

Mojo Organics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-0884348
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

101 Hudson Street, 21st Floor, Jersey City, New Jersey 07302

(Address of principal executive offices)

(201) 633-6519

(Registrant’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 preceding 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 o 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). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

o	Large accelerated filer Accelerated filer	o	Accelerated filer
o	Non-accelerated filer (Do not check if a smaller reporting company)	x	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,293,481 shares of common stock as of July 3, 2013.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	F-1

	Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2012 and September 30, 2011	F-2

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and September 30, 2011	F-3

	Notes to the Condensed Consolidated Financial Statements	F-4

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4

ITEM 4.	CONTROLS AND PROCEDURES	4

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	6

ITEM 1A.	RISK FACTORS	6

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	6

ITEM 4.	MINE SAFETY DISCLOSURE	6

ITEM 5.	OTHER INFORMATION	6

ITEM 6.	EXHIBITS	6

SIGNATURES		7

MOJO ORGANICS, INC.

Condensed Consolidated Balance Sheets

(unaudited)

ASSETS
	September 30, 2012			December 31, 2011
CURRENT ASSETS:
Cash	$	535		$	-
Total Current Assets		535			-

PROPERTY AND EQUIPMENT		2,630			-

OTHER ASSETS
Security deposits		5,798			-

TOTAL ASSETS	$	8,963		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	239,712		$	165,994
Notes payable to related parties		67,500			-
Total Current Liabilities		307,212			165,994
Commitments and Contingencies		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, 10,000,000 authorized at $0.001 par value, 0 shares issued or outstanding		-			-
Common stock, 190,000,000 shares authorized at $0.001 par value, 8,301,265 and 3,862,025 shares issued and outstanding, respectively		8,301			3,862
Common stock subscription		-			(1,143	)
Additional paid in capital		9,253,620			8,573,375
Accumulated deficit		(9,560,170	)		(8,742,088	)
Total Stockholders' deficit		(298,249	)		(165,994	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	8,963		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

MOJO ORGANICS, INC.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	-		$	-		$	-		$	-

Cost of Revenues		-			-			-			-

Gross Profit		-			-			-			-

Operating Expenses
General and administrative		417,707			-			818,082			-
Total Operating Expenses		417,707			-			818,082			-
Loss from Continuing Operations		(417,707	)		-			(818,082	)		-

Discontinued Operations
Loss from discontinued operations		-			(312,094	)		-			(4,417,532	)

Loss Before Provision for Income Taxes		(417,707	)		(312,094	)		(818,082	)		(4,417,532	)

Provision for Income Taxes		-			-			-			-

Net Loss	$	(417,707	)	$	(312,094	)	$	(818,082	)	$	(4,417,532	)

Net loss from continuing operations per common share, basic and fully diluted	$	(0.05	)	$	(0.00	)	$	(0.14	)	$	(0.00	)

Net loss from discontinued operations per common share, basic and fully diluted	$	(0.00	)	$	(0.05	)	$	(0.00	)	$	(0.75	)

Basic and diluted weighted average number of common shares outstanding		8,242,965			5,888,524			5,923,281			5,888,524

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

MOJO ORGANICS, INC.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2012 and 2011

(unaudited)

	Nine Months Ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(818,082	)	$	(4,417,532	)
Loss from discontinued operations		-			(4,417,532	)
Loss from continuing operations		(818,082	)		-

Depreciation		224			-
Stock issued for compensation		685,827			-

Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Increase in security deposits		(5,798	)		-
Increase in accounts payable and accrued expenses		73,718			-
Net cash used in operating activities		(64,111	)		-
Net cash used in investing activities:
Purchases of property and equipment		(2,854	)		-
Net cash provided by financing activities:
Notes Payable to related parties		67,500			-

Net increase in cash and cash equivalents		535			-

Cash and cash equivalents at beginning of period		-			-

Cash and cash equivalents at end of period	$	535		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

MOJO ORGANICS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Corporate Changes and History of Company

Mojo Organics, Inc. (the “Company”) was incorporated in the State of Delaware on August 2, 2007.

On May 13, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Specialty Beverage and Supplement, Inc., a privately held Nevada corporation (“SBSI”) and SBSI Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which SBSI merged with and into Acquisition Sub (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 13, 2011. The Merger was accounted for as a reverse acquisition and recapitalization in which SBSI became the acquirer for accounting purposes and the Company became the issuer. The value of Mojo’s common stock that was issued was the historical cost of Mojo’s net tangible assets, which did not differ materially from their fair value. As a result of the acquisition of SBSI through the reverse merger transaction, the board of directors approved a change in the Company’s fiscal year end from September 30 to December 31.

In accordance with the terms of the Merger Agreement, at the closing, an aggregate of 1,955,213 shares of the Company’s common stock were issued to the holders of SBSI’s common stock in exchange for their shares of SBSI.

On May 13, 2011, simultaneously with the consummation of the Merger, the Company issued 746,285 shares of common stock to retire certain debt in SBSI held by the holders of 9% subordinated convertible debentures.

On May 13, 2011, simultaneously with the consummation of the Merger, in a separate transaction, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with its former Chief Executive Officer and sole director. Pursuant to the Purchase Agreement, the Company transferred all of its membership interests in Mojo Shopping, LLC, a wholly owned subsidiary of the Company (the “LLC”), to the former Chief Executive Officer in exchange for the assumption of Company account payables in the amount of approximately $200,000, the cancellation of 8,000,000 of the former Chief Executive Officer’s shares of the Company’s common stock, and the cancellation of indebtedness owed by the Company to the former Chief Executive Officer in the amount of $2,759. Also, simultaneously with the consummation of the Merger, the Company cancelled an aggregate of 800,000 shares of the Company’s common stock held by two shareholders.

On October 27, 2011 the board of directors approved a Split-Off agreement with Acquisition Sub. In the Split-Off, the Company assigned and transferred to Acquisition Sub all of the issued and outstanding shares of capital stock of SBSI in exchange for the surrender by certain stockholders to the Company for cancellation an aggregate to 2,330,775 shares (the “Shares”) of the Company’s common stock.

In the Split-Off, SBSI assigned the Dispensing Cap and Pinch assets (including all related intellectual property (patent pending and trademarks)) to Mojo Organics, Inc., the Company’s wholly owned subsidiary newly organized to receive these assets, and retained all of its other assets and all liabilities, including its (and the Company’s former) principal office and distribution facilities in Holbrook, New York, as well as the Company’s other subsidiary, Graphic Gorilla LLC.

The financial position and activity of the Company prior to Split-Off were accounted for as discontinued operations (See Note 4).

Corporate Name Changes

On April 28, 2011, the Company filed an amendment to its Certificate of Incorporation in Delaware to change its name from Mojo Shopping, Inc. to Mojo Ventures, Inc.

F-4

On December 21, 2011, the board of directors adopted resolutions authorizing an amendment to the Company’s Certificate of Incorporation to change its name from Mojo Ventures, Inc. to Mojo Organics, Inc. On December 28, 2011, the Company filed the amendment with the Secretary of State of the State of Delaware effecting the name change. Additionally, the name change was submitted to The Financial Industry Regulatory Authority (“FINRA”). The Company has not asked FINRA to authorize a new trading symbol and thus, its trading symbol will remain “MOJO.”

On December 27, 2011, the Company’s wholly owned operating subsidiary, Mojo Organics, Inc. changed its name to Mojo Organics Operating Company, Inc.

Line of Business

The Company is currently evaluating its plans with respect to the further development of its Dispensing Cap Technology and Pinch zero-calorie natural and organic sweetener. In addition, the Company is evaluating other marketing and branding opportunities.

Basis of Presentation

For 2011, the accompanying condensed consolidated financial statements include the accounts of the Company and its formerly wholly-owned subsidiaries, SBSI Acquisition Corp, Specialty Beverage and Supplement Inc. and Graphic Gorilla LLC. For 2012, the accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mojo Organics Operating Company, Inc. All significant inter-company accounts and transactions were eliminated in consolidation.

Interim Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Accounting principles accepted in the United States of America (“GAAP”) and in conformity with the instructions to form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2012 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2011 included in our Annual Report on form 10-K.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Cash and Cash Equivalents

Cash equivalents include investment instruments, CD’s and time deposits purchased with a maturity of three months or less.

F-5

Property and Equipment and Depreciation

Property and equipment are stated at cost. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets. During the nine months ended September 30, 2012, the Company purchased computer equipment totaling $2,854. Computer equipment is depreciated over 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation expense of $224 was charged to operations for the nine months ended September 30, 2012.

Net Loss Per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards ASC Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

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 an 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.

Tax returns for the years from 2009 to 2011 are subject to examination by tax authorities.

Stock-Based Compensation

ASC Topic 718, “Accounting for Stock-Based Compensation” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights.

ASC Topic 718 requires employee compensation expense to be recorded using the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718.

NOTE 3 - 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. As of September 30, 2012, the Company incurred a net loss from continuing operations of $818,082. At September 30, 2012, the Company had a working capital deficit of $306,677 and accumulated losses of $9,560,170 which includes accumulated losses from discontinued operations of $8,742,088. 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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. Management cannot, however, provide any assurances that the Company will be successful in accomplishing any of its plans.

F-6

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 4 – DISCONTINUED OPERATIONS

In connection with the Split-Off discussed in Note 1, the following table summarizes the loss from discontinued operations for the nine months ended September 30, 2011:

Loss from discontinued operations

4,417,532

There were no assets or liabilities from discontinued operations at December 31, 2011.

NOTE 5 – INCOME TAX

The Company accounts for income taxes under the assets and liability method. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

The reported provision for income tax differs from the amount computed by applying the statutory U.S. federal income tax rate of 34% to the loss before income tax as follows:

	Nine Months Ended September 30,
	2012			2011
Income tax expense at statutory rate	$	(278,100	)	$	-
Valuation allowance		278,100			-
Income tax expense	$	-		$	-

During the nine months ended September 30, 2011, the Company's operating losses were allocated to discontinued operations. Therefore, there were no tax attributes related to continuing operations.

The Tax Reform Act of 1986 contains provisions that limit the utilization of net operating loss and tax credit carryforwards if there has been a change of ownership as described in Section 382 of the Internal Revenue Code. A limitation under these provisions would reduce the amount of losses available to offset future taxable income of the Company.

NOTE 6 –RELATED PARTY TRANSACTIONS

During the period, various expenses of the Company, including advances for operating purposes, have been paid for or made by the officers and shareholders of the Company. At September 30, 2012, amounts due to related parties totaled $67,500 in notes payable. The notes bear interest at rates varying between 8% and 10% and are due on September 15, 2013. Interest expense of $2,713 was charged to operations for the nine months ended September 30, 2012.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Lease Commitment

The Company entered into an office service agreement for office space for a term of 12 months effective April 16, 2012. The base monthly office fee under the agreement is $2,899.

F-7

NOTE 8 – SHAREHOLDERS’ DEFICIT

On February 17, 2012, the Company issued 100,000 shares of common stock to a director. The shares were valued at $1.30 per share. As a result, a charge to compensation expense of $130,000 was recorded during the nine months ended September 30, 2012.

Stock incentive plans

In May 2011, the Company adopted the 2011 Stock Incentive Plan. The 2011 Plan is a shareholder approved plan that provides for broad-based equity grants to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company. The 2011 Plan allows for the granting of awards including options, stock appreciation rights, stock awards, restricted stock, performance based awards, cash-based awards or other incentive payable in cash or in shares of common stock.

The 2011 Plan provides for the granting of options to purchase up to 800,000 shares of common stock. There were 777,026 options granted and exercised to date. Options granted under the 2011 Plan have a 1-year term and may be incentive stock options or non-qualified stock options. The awards that have been granted to date are at an exercise price equal to $.001 and vest immediately. The Company recognized $2,711,822 in compensation expense. At September 30, 2012 and December 31, 2011, there were no options outstanding under the 2011 Plan.

On May 21, 2012, the Company issued an aggregate of 4,232,462 shares of restricted stock to certain of its directors, executive officers and employees. On July 25, 2012, an additional 221,053 shares were issued. The shares will vest in three equal annual installments ending in 2015. Unvested restricted shares are subject to forfeiture. The Company records compensation expense over the vesting period based upon the fair market value on the date of grant for each share, adjusted for forfeitures. During the nine months ended September 30, 2012, compensation expense of $555,827 was recorded in connection with these shares.

NOTE 9 – SUBSEQUENT EVENTS

On April 1, 2013, the Company executed a one-for-ten reverse stock split of the issued and outstanding shares of common stock. The number of authorized shares and the par value of the common stock were not changed. The accompanying financial statements have been restated to reflect this reverse stock split.

In accordance with FASB ASC 855, Subsequent Events, the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the consolidated financial statements. The effects of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the consolidated financial statements as of September 30, 2012. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred through the date these consolidated financial statements were issued.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this quarterly report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Company Overview

We were incorporated in the State of Delaware on August 2, 2007. In October 2011, we transferred our Specialty Beverage subsidiary and related assets to certain of our stockholders in exchange for their surrender to us of approximately 23 million shares of our outstanding common stock then owned by them (the “Split Off”). The Split Off was effected in order to enable the Company to focus on marketing and branding opportunities available to us in the natural and organic beverage market. During the period following the Split Off, we have devoted our time and resources to positioning the Company to enter and compete in the natural and organic beverage market, but have not yet engaged in material commercial operations in such market.

Current Developments

On December 28, 2011, we changed our name from “Mojo Ventures, Inc.” to “Mojo Organics, Inc.” We effected this name change to better reflect our focus on the natural and organic beverage market.

On January 27, 2012, we appointed Jeffrey A. Devlin and J. Robert LeShufy to serve as members of our board of directors.

RESULTS OF OPERATIONS

Three Months and Nine Months Ended September 30, 2012 and September 30, 2011

Revenues

We did not generate any revenues from product sales for the three months and nine months ended September 30, 2012 and 2011.

Total operating expenses

For the nine months ended September 30, 2012 and 2011, total operating expenses were $818,082 and $0, respectively. Operating expenses increased $818,082 during the nine months ended September 30, 2012 compared to the same period of 2011. This increase was due primarily to compensation expense incurred in connection with the issuance of restricted stock, as well as increased professional fees. The legal and accounting fees were incurred primarily due to the restructuring of the Company.

For the three months ended September 30, 2012 and 2011, total operating expenses were $417,707 and $0, respectively. Operating expenses increased $417,707 during the third quarter of 2012 compared to the same period of 2011. This was the result of prior operating expenses of the Company being reported in discontinued operations which had no benefit to the current business of the Company.

Discontinued Operations

In connection with the Split-Off, we incurred a loss from discontinued operations of $4,417,532 and $312,094 for the nine months and three months ended September 30, 2011, respectively.

Net loss

For the nine months ended September June 30, 2012 and 2011, net losses were $818,082 and $4,417,532, respectively. For the three months ended September 30, 2012 and 2011, net losses were $417,707 and $312,094, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At our current level of operation, we do not have sufficient cash to meet our expenses for the next six months. We expect that we will need to obtain additional capital in order to maintain our public company regulatory requirements and execute our business plan, build our operations and become profitable. In order to obtain capital, we may need to sell additional equity or debt securities, or borrow funds from private lenders or banking institutions. We have not made any decisions with respect to any such financing. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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, significant shareholders and third parties through the sale of equity and/or debt financing sufficient to meet our minimal operating expenses. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The management of Mojo Organics, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Glenn Simpson, our principal executive and financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive and financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of September 30, 2012; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:

Management believes that the two material weaknesses set forth above did not have an effect on our financial results. However, management believes the two material weaknesses set forth above could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. Additionally, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

Management believes that the appointment of one or more outside Directors, who shall be appointed to a fully functioning audit committee, would remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

The following Exhibits are being filed with this Quarterly Report on Form 10-Q:

Exhibit No.		Description

31		Certification pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mojo Organics, Inc.

Date:	July 8, 2013

By:	/s/ Glenn Simpson
Name:	Glenn Simpson
Title:	Chief Executive Officer and Director