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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mojo Organics, Inc.

(Exact name of registrant as specified in its charter)

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 ¨ 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 ¨ 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.

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 39,620,253 shares of common stock as of May 15, 2012.

PART I – ITEM 1

The accompanying notes are an integral part of these condensed consolidated financial statements.

 The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.  

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 19,552,128 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 7,462,848 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 80,000,000 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 8,000,000 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 23,307,748 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 a 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.

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 three months ended March 31, 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.

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 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 March 31, 2012, the Company incurred net loss from continuing operations of $224,005. At March 31, 2012, the Company had a working capital deficit of $259,999 and accumulated losses of $8,966,093 which includes accumulated losses from discontinued operations of $8,576,094. 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 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. 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 4 – DISCONTINUED OPERATIONS

In connection with the Split-Off discussed in Note 1, the following table summarizes the loss from discontinued operations for the period ended March 31, 2011:

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:

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. Management believes that at March 31, 2012, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $390,000 expiring through the year 2031 that may be used to offset future taxable income.

NOTE 6 –RELATED PARTY TRANSACTIONS

During the year, 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 March 31, 2012, amounts due to related parties totaled $15,000. Those amounts bare no interest and are due on demand.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Under the terms of the Split-Off agreement, Acquisition Sub assumed liability for $72,500 in professional fees for which the Company may be liable in the event that Acquisition Sub does not satisfy its obligation.

NOTE 8 – SHAREHOLDERS EQUITY

On February 17th, 2012 the Company issued 1,000,000 shares of common stock to a director. The shares were valued at $0.13 per share.

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 8,000,000 shares of common stock.  There were 7,770,264 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 vest immediately. The Company recognized $2,711,822 in compensation expense.  At December 31, 2011, there were no options outstanding under the 2011 Plan.

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 under the name Mojo Shopping, Inc. for the purpose of developing an online retail business focused on merchandise for young professionals. We discontinued that business due to a lack of financial resources and decided to seek a new business opportunity for our shareholders.

Recent History

Merger with Specialty Beverage and Supplement, Inc.

On May 13, 2011, we closed a merger (the “Merger”) with Specialty Beverage and Supplement, Inc., a privately held Nevada corporation (“Specialty Beverage”), pursuant to which Specialty Beverage merged with and into SBSI Acquisition Corp., a Nevada corporation and our wholly-owned subsidiary (“SBSI”). Specialty Beverage, incorporated in the State of Nevada on April 3, 2008, was engaged in the development of beverage products and vitamin supplements, such as energy drinks, sports drinks, wellness beverages, ready to drink iced teas and vitamin enhanced kids drinks.

Upon the closing of the Merger, Ms. Janieszewski resigned as our President, Secretary, Chief Executive Officer and Chief Financial Officer and sole director. Peter Scalise III was appointed as Chief Executive Officer and Chairman, Scott Ferrari was appointed President and Chief Operating Officer and Neil Rosenberg was appointed Secretary and Treasurer. Simultaneous with the closing, Peter Scalise, Scott Ferrari, Neil Rosenberg, Duncan Weir and Rich Hall were appointed as directors.

As a result of the Merger, the offices of Specialty Beverage at 836 Grundy Avenue, Holbrook, New York 11741 became our corporate headquarters. We intended to carry on Specialty Beverage’s business as our sole line of business.

Split-Off of SBSI

In October 2011, we determined to restructure our business to focus our activities on the continued development of our Dispensing Cap Technology and our Pinch zero-calorie natural and organic sweetener, as well as other marketing and branding opportunities.  To this end, we split off (the “Split-Off”) SBSI and our other products in development to certain of our stockholders (the “Buyers”).

In the Split-Off which closed on October 26, 2011, SBSI assigned the Dispensing Cap and Pinch assets (including all related intellectual property (patent pending and trademarks)) to us 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 our other former subsidiary, Graphic Gorilla LLC.

In the Split-Off, we assigned and transferred to the Buyers all of the issued and outstanding shares of capital stock of the SBSI in exchange for the surrender by the Buyers to us for cancellation an aggregate to 23,307,748 shares of our common stock, which constituted approximately 38% of the issued and outstanding shares of our common stock prior to the Split-Off.

Prior to the closing of the Split-Off, our Board of Directors appointed Glenn Simpson as a director and our Chief Executive Officer, effective as of the closing of the Split-Off. At the closing of the Split-Off, Peter Scalise III, Scott Ferrari, Neil Rosenberg, Duncan Weir and Richard Hall, all of whom were among the Buyers that repurchased SBSI, resigned as members of our Board of Directors, and Mr. Scalise resigned as our Chief Executive Officer, Mr. Ferrari resigned as our President and Mr. Rosenberg resigned as our Secretary and Treasurer.

Current Developments

On December 28, 2011, we changed our name to Mojo Organics, Inc. from Mojo Ventures, Inc. We also changed the name of Specialty Beverage, our wholly owned operating subsidiary, to Mojo Organics Operating Company, Inc. We effected these name changes to better reflect our focus on the 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 Ended March 31, 2012 and Three Months Ended March 31, 2011

Revenues

We did not generate any revenues from product sales for the three months ended March 31, 2012 and 2011.

Total operating expenses

For the three months ended March 31, 2012 and 2011, total operating expenses were $224,005 and $0, respectively.  Operating expenses increased $224,005 during the first quarter of 2012 compared to the same period of 2011.  This increase was due primarily to increased professional fees. We expect that our operating expenses will increase as we are able to locate funds and pursue business operations.

Discontinued Operations

In connection with the Split-Off, we incurred a loss from discontinued operations of $498,391 for the three months ended March 31, 2011.

Net loss

For the three months ended March 31, 2012 and 2011, net loss was $224,005 and $498,391, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We presently do not have any available credit, bank financing or other external sources of liquidity other than the remaining net proceeds from the sale of the Debentures. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We believe that, 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 shares of our common stock 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 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 March 31, 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:

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 6. Exhibits

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

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.