Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended:SeptemberJune 30, 20142018

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from ____________ to ____________

 

Commission File Number:333-175003

 

Mojo Data Solutions, Inc.

(Exact name of Registrant as specified in its charter)

 

Puerto Rico 66-0808398

(State or other jurisdiction
of incorporation)

 (IRS Employer
I.D.Identification No.)

 

31939 Dorado Beach East

Dorado, Puerto Rico 00646

(Address of principal executive offices and zip Code)

 

(631) 521-9700

(Registrant’s telephone number, including area code)

 

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

 

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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:Act. (Check one)

 

Large accelerated filer[  ]_]Accelerated filer[  ]_]
Non-accelerated filer[  ]_]Smaller reporting company[X]
Emerging growth company[_]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

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

 

As of February 16, 2016,September 6, 2018, there were 15,755,06038,755,060 shares outstanding of the registrant’s common stock.

 

 

 

  

 

MOJO DATA SOLUTIONS, INC.

CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2018

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION3
   
Item 1.Financial Statements.StatementsF-13
 Balance Sheets as at June 30, 2018 (Unaudited) and December 31, 20173
Statements of Profit and Loss For the Six Months Ended June 30, 2018 and 2017 (Unaudited)4
Statement of Shareholders’ Equity as at June 30, 2018 (Unaudited)5
Statement of Cash Flows For the Six Months Ended June 30, 2018 and 2017 (Unaudited)6
Notes to Financial Statements7
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.313
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk.Risk.519
   
Item 4.Controls and Procedures.519
   
PART II – OTHER INFORMATION21
   
Item 1.Legal Proceedings.621
   
Item 1A.Risk Factors.621
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.621
   
Item 3.Defaults Upon Senior Securities.621
   
Item 4.Mine Safety Disclosures.621
   
Item 5.Other Information.621
   
Item 6.Exhibits.Exhibits.722
   
Signatures823

 

 2 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

MOJO DATA SOLUTIONS, INC.Mojo Data Solutions, Inc.

CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014Balance Sheets

 

Table of Contents

Page(s)
Condensed Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013F-2
Condensed Statements of Operations For the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)F-3
Condensed Statements of Changes in Stockholders’ Deficit For the Period January 1, 2014 through September 30, 2014 (Unaudited)F-4
Condensed Statements of Cash Flows For the Nine Months Ended September 30, 2014 and 2013 (Unaudited)F-5
Notes to Condensed Financial Statements (Unaudited)F-6
 NotesJune 30, 2018  December 31, 2017 
  (unaudited)    
Assets
Assets:        
Current Assets        
Cash and cash equivalents4$591  $591 
Accounts receivable5 15,477   15,477 
Inventory6 2,961   2,961 
Prepaid expenses7 2,445   2,445 
Total current assets  21,474   21,474 
         
Property and equipment, net8 10,887   10,887 
Intangible assets  4.615   4,615 
Long-term investments  1,500   1,500 
Total Assets $38,476  $38,476 
         
Liabilities and Stockholders Equity 
Current Liabilities:        
Bank overdraft9$4,137  $4,137 
Accounts payable and accrued expenses  444,472   444,472 
Tax payable  2,391   2,391 
Convertible notes payable - net of discount10 57,699   57,699 
Total current liabilities  508,699   508,699 
         
Loan payable11 179,539   179,539 
Total Liabilities  688,238   688,238 
         
Shareholders’ Equity        
Common stock, $0.001 par value; 300,000,000 shares authorized; 38,755,060 shares issued and outstanding5 38,755   38,755 
Additional paid in capital  75,014   75,014 
Accumulated deficit  (763,531)  (763,531)
Total Shareholders’ Equity  (649,762)  (649,762)
         
Total Liabilities and Shareholders’ Equity $38,476  $38,476 

 

See accompanying notes to financial statements

 F-13 

 

Mojo Data Solutions, Inc.

Condensed Balance Sheets Statement of Profit and Loss

 

  September 30, 2014  December 31, 2013 
  (unaudited)    
Assets        
        
Assets:        
Cash $3,721  $37,174 
Accounts receivable, net  162   - 
Accounts receivable - related party  -   10,000 
Other receivable - related party  -   18,000 
Inventory  2,961   - 
Prepaid expenses  2,445   - 
Total current assets  9,289   65,174 
         
Property and equipment, net  11,567   13,607 
         
Other assets, net  -   1,018 
         
Total Assets $20,856  $79,799 
         
Liabilities and Stockholders’ Deficit        
         
Liabilities:        
Cash overdraft $4,137  $- 
Accounts payable and accrued expenses  60,582   563,554 
Accounts payable - related party  300,670   - 
Due to related parties  117,020   1,424,077 
Notes payable  -   774,089 
Convertible note payable  50,000   - 
Convertible note payable - related party, net of unamortized discount of $41,375  38,625   - 
Total current liabilities  571,034   2,761,720 
         
Notes payable  -   147,634 
Total Liabilities  571,034   2,909,354 
         
Commitments and contingencies        
         
Stockholders’ Deficit        
Series A Preferred stock, $0.001 par value; 100,000,000 shares authorized; 8,000,000 shares issued and outstanding  8,000   - 
Series B Preferred stock, $0.001 par value; 100,000,000 shares authorized; 15,000,000 shares issued and outstanding  15,000   - 
Common stock, $0.001 par value; 300,000,000 shares authorized; 15,755,060 and 10,394,135 shares issued and outstanding, respectively  15,755   10,394 
Additional paid in capital  75,014   876,408 
Accumulated deficit  (663,947)  (3,716,357)
Total Stockholders’ Deficit  (550,178)  (2,829,555)
         
Total Liabilities and Stockholders’ Deficit $20,856  $79,799 
 NotesFor the Six Months Ended 
  June 30, 2018  June 30, 2017 
       
Revenues12$  $ 
Cost of sales13     
Gross Profit      
         
Selling, General and administrative expenses13     
         
Income / (Loss) from operations      
         
Other income (expense)        
Interest income/ (expense)      
Net Profit / (loss) before provision for income taxes      
         
Provision for income tax      
         
Net Profit / (loss) $  $ 
         
Net loss per common share $  $ 
         
Weighted average common shares outstanding  15,755,060   15,755,060 

See accompanying notes to financial statements

4

Mojo Data Solutions, Inc.

Statement of Shareholders’ Equity

As at June 30, 2018

(unaudited)

 Series A - Preferred Stock Series B - Preferred Stock Common Stock Additional Paid in Accumulated
Profit/
   
 Shares Par Shares Par Shares Par Capital Deficit Total 
As at January 1, 2018 (Unaudited) 8,000,000  8,000  15,000,000  15,000  15,755,060  15,755  75,014  (763,531) (649,762)
                            
Profit/(loss) for the period                         
                            
As at June 30, 2018 (Unaudited) 8,000,000  8,000  15,000,000  15,000  15,755,060  15,755  75,014  (763,531) (649,762)

 

See accompanying notes to the unaudited condensed financial statements

 

 F-25 

 

Mojo Data Solutions, Inc

Condensed Statements of Operations

  For the Three Months Ended  For the Nine Months Ended 
  September 30, 2014  September 30, 2013  September 30, 2014  September 30, 2013 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
             
Revenues                
Revenues $3,250  $-  $5,695  $- 
Revenues - related party  -   -   -   6,000 
   3,250   -   5,695   6,000 
                 
Operating expenses                
General and administrative expenses  120,449   142,258   629,707   401,901 
Total operating expenses  120,449   142,258   629,707   401,901 
                 
Loss from operations  (117,199)  (142,258)  (624,012)  (395,901)
                 
Other income (expense)                
Interest expense  (17,627)  (23,584)  (41,975)  (71,058)
Total other income (expense)  (17,627)  (23,584)  (41,975)  (71,058)
                 
Net loss  (134,826)  (165,842)  (665,987)  (466,959)
                 
Net loss per common share - basic and diluted $(0.01) $(0.04) $(0.04) $(0.12)
                 
Weighted average common shares outstanding -basic and diluted  15,755,060   4,011,600   15,163,738   4,011,600 

See accompanying notes to the unaudited condensed financial statements

F-3

 

Mojo Data Solutions, Inc.

Condensed Statement of Changes in Stockholders’ DeficitCash Flows

For the Period January 1, 2014 through September 30, 2014

(unaudited)(Unaudited)

 

  Series A Preferred Stock  Series B Preferred Stock  Common Stock     Accumulated  Stockholders’ 
  Shares  Par  Shares  Par  Shares  Par  APIC  Deficit  Deficit 
Balance at January 1, 2014  -   -   -   -   10,394,135   10,394   876,408   (3,716,357)  (2,829,555)
                                     
Exchange on asset purchase agreement from related party                          270,000       270,000 
Reclassification for reserve merger  8,000,000   8,000   15,000,000   15,000   4,757,665   4,758   (120,351)      (92,593)
Extinguishment of MDS assets and liabilities not in APA                          (1,143,195)  3,718,397   2,575,202 
Conversion of note into stock                  400,000   400   99,600       100,000 
Conversion of accrued interest to stock                  3,260   3   812       815 
Shares issued for services                  200,000   200   45,800       46,000 
Warrants issued for services                          45,940       45,940 
Net loss                              (665,987)  (665,987)
                                     
Balance at September 30, 2014  8,000,000   8,000   15,000,000   15,000   15,755,060   15,755   75,014   (663,947)  (550,178)
  For the Six Months Ended 
  June 30, 2018  June 30, 2017 
       
CASH FLOW FROM OPERATING ACTIVITIES:        
         
(Loss) / profit before income tax $  $ 
         
Adjustment for non cash charges and other items        
Depreciation/amortization      
Unrealized exchange loss/(gain)      
Changes in working capital:        
Decrease /increase in accounts receivable      
Decrease /increase in prepaid expenses      
Decrease /increase in trade and other payables      
Cash flow from operating activities      
         
CASH FLOW FROM INVESTING ACTIVITIES:        
Cash received from sale of assets      
Cash received from reverse merger      
Cash flow from investing activities      
         
CASH FLOW FROM FINANCING ACTIVITIES:        
Net proceeds from (repayments to) borrowings      
Cash flow from financing activities      
         
Increase/(decrease) in cash and cash equivalent      
         
Cash and cash equivalents at beginning of period  (3,546)  (3,546)
         
Cash and cash equivalents at end of period $(3,546) $(3,546)
         

 

See accompanying notes to the unaudited condensed financial statements

 

 F-46 

 

Mojo Data Solutions, Inc.

Condensed Statements of Cash Flows

  For the Nine Months Ended 
  September 30, 2014  September 30, 2013 
  (unaudited)  (unaudited) 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(665,987) $(466,959)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  2,040   28,616 
Shares issued for services  46,000   1,000 
Warrant expense  45,940   - 
Amortization of debt discount  38,625   - 
Changes in operating assets and liabilities:        
(Increase) Decrease in:        
Prepaid expenses  (400)  2,210 
Increase (Decrease) in:        
Cash overdraft  -   - 
Accounts payable and accrued expenses  (1,722)  71,506 
Accounts payable - related party  290,670   - 
Net Cash Used In Operating Activities  (244,834)  (363,627)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Cash received from sale of assets  8,277   (7,443)
Cash received from reverse merger  176,104   - 
Net Cash Provided By (Used In) Investing Activities  184,381   (7,443)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Repayments on note payable  -   (24,104)
Proceeds from convertible notes payable  50,000   - 
Net proceeds from (repayments to) related parties  (23,000)  394,646 
Net Cash Provided By Financing Activities  27,000   370,542 
         
Net Decrease in Cash  (33,453)  (528)
         
Cash - Beginning of Period  37,174   739 
         
Cash - End of Period $3,721  $211 
         
SUPPLEMENTARY CASH FLOW INFORMATION:        
Cash Paid During the Period for:        
Income taxes $-  $- 
Interest $-  $3,765 
         
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
         
Convertible notes converted to stock $100,000  $- 
Accrued interest converted to stock $815  $- 
Reclassification for reverse merger $(280,204) $- 
Extinguishment of MDS assets and liabilities not in APA $2,586,709  $- 
Exchange on asset purchase agreement from related party $261,723  $- 

See accompanying notes to the unaudited condensed financial statements

F-5

 

MOJO DATA SOLUTIONS, INC.

Notes to Condensed Financial Statements

September, 2014For the six months ended June 30, 2018

(Unaudited)

 

Note 1. Nature of Operations and Going Concern

Overview

1.LEGAL STATUS AND OPERATIONS

 

Mojo Data Solutions, Inc. (the “Company” “Company”or “Mojo”“Mojo”)was founded in Nevada on July 8, 2010 as Authentic Teas, Inc.(“Authentic”). Authentic’swholly-owned subsidiary was incorporated in the province of Ontario, Canada on July 8, 2010. On September 13, 2013, Authentic Teas, Inc., a Nevada corporation, merged with and into Mojo Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned subsidiary of Authentic formed on August 21, 2013 solely for the purpose of reincorporating Authentic in Puerto Rico under the name Mojo Data Solutions, IncInc. (the “Reincorporation”). All references to the Company or Authentic before September 13, 2013 are to Authentic Teas, Inc.

Basis of Presentation

 

The interim condensedcompany is primarily engaged in the development of smartphone applications which enables consumers to interact with traditional media delivering digital content back to the handset.

The head office of the Company is situated 39 Dorado Beach East, Dorado, Puerto Rico, 00646.

2.BASIS OF PREPARATION

Statement of compliance

The accompanying financial statements included herein have been prepared byin conformity with accounting principles generally accepted in the Company, without audit,United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”("SEC"). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and nine months ended September 30, 2014 and 2013, our cash flows for the nine months ended September 30, 2014 and 2013 and our financial position as of September 30, 2014 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. on a going concern.

 

Certain information and disclosures normally included in the notes to the annualAccounting Convention

These financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the condensed financial statements and notes thereto included in our Report on Form 8-Kprepared on the acquisitionbasis of MDS and'historical cost convention using accrual basis of accounting except as otherwise stated in the audited financial statements of MDS for the year ended December 31, 2013 as filed with the SEC on October 31, 2014 and as amended on November 4, 2014.respective accounting policies notes.

 

Going Concernconcern

 

The accompanying unaudited financial statements have been prepared on the assumption that the Company hadwill continue as a net loss of $665,987going concern. The Company historically has experienced significant losses and negative cash flows from operationsoperations. Further, the Company does not have a revolving credit facility with any financial institution. These factors raise substantial doubt about theCompany’sability to continue as a going concern.

The ability of $244,834 for the nine months ended September 30, 2014. The Company’s abilityCompany to continue as a going concern is contingentdependent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to implement its business plan and to fund operations by raising additional capital, through the issuance of convertible debtnegotiating adequate financing arrangements and equity securities.

on achieving sufficiently profitable operations. The condensed financial statements do not include any adjustments relating to the recoveryrecoverability and classification of the recorded assets or the amounts and classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

F-6

MOJO DATA SOLUTIONS, INC.

Notes to Condensed Financial Statements

September 30, 2014

(Unaudited)Critical accounting estimates and judgements

 

Note 2. StockThe preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and Asset Purchase Agreementsassumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

Stock Purchase AgreementThe estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

 

On August 23, 2013 (the “Closing Date”), Authentic, Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield, constituting all of the executive officers and members of the Board of Directors of Authentic (the “Selling Stockholders”), and RDA Equities, LLC, a Puerto Rico limited liability company (“RDA”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which RDA purchased from the Selling Stockholders an aggregate of 2,750,000 shares, par value $0.001 per share, of restricted common stock of Authentic (the “Shares”) in consideration for $0.001 per Share (the “Purchase Price”), for an aggregate purchase price of $2,750 (the “Transaction”). Such Shares represented approximately 68.6% of the 15,151,800 outstanding shares of common stock of Authentic as of such date.

Pursuant to the terms and conditions of the Stock Purchase Agreement, on the Closing Date, (i) the Board of Directors of Authentic appointed Joseph Spiteri and Ralph M. Amato as members to the Board of Directors; (ii) Hrant Isbeceryan and David Lewis Richardson, the current executive officers of the Company, resigned from the Company; (iii) the Board of Directors appointed Joseph Spiteri as the Company’s Chief Executive Officer, President, Secretary and Treasurer, Ronald J. Everett as the Company’s Chief Financial Officer, and Nicholas P. DeVito as the Company’s Chief Operating Officer; and (iv) Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield resigned from the Board of Directors, effective immediately.

Also pursuant to the Stock Purchase Agreement, Authentic agreed to effectuate the following: (a) a three-for-one (3:1) forward stock split of Authentic’s outstanding common stock (the “Forward Stock Split”); (b) a business combination by merging Authentic with and into Mojo Data Solutions, Inc., a corporation formed in the Commonwealth of Puerto Rico, with Mojo being the surviving entity (the “Surviving Corporation”) and with each outstanding share of the Common Stock of the Company being automatically converted into one share of Common Stock of the Surviving Corporation (the “Merger”); and (c) the Surviving Corporation subsequently acquiring certain intellectual property assets of Mobile Data Systems, Inc., a New York corporation (the “Acquisition”). In the event the Merger and Acquisition was not consummated on or prior to the 90th day following the Closing Date, which date was extended by agreement among the parties, the Company agreed to undertake all reasonable efforts to remove the then current directors and officers of the Company in accordance with applicable corporate law and replace such individuals with Hrant Isbeceryan as President, Chief Executive Officer and director, David Lewis Richardson as Chief Financial Officer, Secretary, Treasurer and director and Evan Michael Hershfield as director, and unless otherwise consented to in writing by Hrant Isbeceryan, cease all actions in connection with the Forward Stock Split, Merger and Acquisition to the extent such actions have not yet been consummated; and retransfer the Shares back to the Selling Stockholders for the Purchase Price.

On September 13, 2013, Authentic, effectuated a three-for-one (3:1) forward stock split of its outstanding shares of common stock, par value $0.001 per share. All references to Authentic’s outstanding shares, warrants and per share information have been retroactively adjusted to give effect to the forward stock split. After the forward stock split, Authentic merged with and into Mojo Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned subsidiary of Authentic formed on August 21, 2013 solely for the purpose of reincorporating Authentic in Puerto Rico under the new name Mojo Data Solutions, Inc. Pursuant to that certain Agreement and Plan of Merger, dated August 27, 2013, by and between Authentic, a Nevada corporation and Mojo Data Solutions, Inc., a Puerto Rico corporation (the “Merger Agreement” and “Mojo”), Authentic merged with and into Mojo, with Mojo being the surviving corporation (hereinafter referred to as the “Company”) and Authentic ceasing to exist. Each share of common stock of Authentic automatically, and without any further action by any of the stockholders, became a share of common stock, par value $0.001, of Mojo on a one-for-one basis. As a result of the Merger, the Certificate of Incorporation and Bylaws of Authentic became the Certificate of Incorporation and Bylaws of the Company.

 

 F-77 

 

MOJO DATA SOLUTIONS, INC.

NotesThe areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to Condensed Financial Statements

September 30, 2014

(Unaudited)the financial statements are as follows:

 

Note 2. Stock and Asset Purchase Agreements (continued)i)        Equipment - estimated useful life of equipment (note - 3.8)

ii)       Provision for doubtful debts (note - 3.4)

iii)     Provision for income tax (note - 3.1)

 

Asset Purchase Agreement

3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

On September 27, 2013, the Company entered into an Asset Purchase Agreement (the “APA”) with Mobile Data Systems, Inc., a New York corporation (“MDS”), pursuant to which the Company agreed to purchase all of the intellectual property and substantially all of the tangible assets of MDS, constituting substantially all of the assets of MDS, in consideration for $190,000 cash and an unsecured promissory note for the principal amount of $80,000 (the “Promissory Note”), bearing interest at a rate of 5% per annum, maturing on the first anniversary date of the date of issuance and convertible by the holder thereof at any time and from time to time into restricted shares of common stock of the Company at the rate of $0.05 per share (the “Transaction”). The net cash received from MOJO was $8,277 with the remaining $80,000 recorded as note receivable and $181,723 recorded as payment of debt. The total consideration of $270,000 was recorded as an equity transaction between related parties. The CEO of the Company is also the CEO of Mobile Data Systems, Inc. Upon the closing of the transaction under the APA on January 31, 2014, the business of MDS became the business of Mojo.Income tax

 

The combinationtax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the stock purchase agreementtax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and APAestablishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is accounted for under the guidance for reverse merger acquisitions. In accordance with reverse merger accounting, the December 31, 2013 balances onusing the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are thoserecognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.

Trade and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of MDS with the exceptionconsideration to be paid in future for goods and services received, whether or not billed to the Company.

Provisions

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of common stock which has been reflectedpast events and it is probable that an outflow of resources embodying economic benefits will be required to showsettle the sharesobligation and a reliable estimate can be made of the amount of obligation.

Accounts Receivable

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that wouldare determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have been outstanding if MDS was publicfailed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of December 31, 2013. In addition, the prior year quarterly results of operations and cash flows are those of MDS.period ended is adequate.

 

Upon closingContingent liabilities

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the APA, all assetsCompany; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of MDS were removed fromresources embodying economic benefits will be required to settle the surviving company withobligation, or the exceptionamount of the fixed assets which were assumed by the surviving company as part of the APA. In addition, all liabilities and retained earnings were also removed from the surviving company. The net adjustment to additional paid in capital for this was a decrease of $1,143,195obligation cannot be measured with net asset removed of $2,575,202. In addition, upon closing of the APA, all assets, liabilities, and equity instruments of Mojo were incorporated to the surviving company. The net adjustment to additional paid in capital for this was a decrease of $120,351 with net assets assumed of $(92,593). The net cash received from the reverse merger was $176,104.sufficient reliability.

 

 F-88 

Financial liabilities

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.

 (a)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

 (b)

Financial liabilities measured at amortized cost

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

MOJO DATA SOLUTIONS, INC.

Notes to Condensed Financial Statements

September 30, 2014

(Unaudited)Property, plant and equipment

 

See belowAll equipment is stated at cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for a table showingits intended use.

Depreciation on additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the full effectsmonth in which the relevant asset is acquired or capitalized, up to the month in which the asset is disposed of. Impairment loss, if any, or its reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life.

Maintenance and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced, if any are retired.

Gains and losses on disposal of fixed assets, if any, are recognized in statement of profit and loss.

CategoryDepreciation terms
Computer and equipment5 years
Furniture and fixtures7 years
Software3 years

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the reverse merger at the timestatement of commencement on January 31, 2014.cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.

 

        Consolidation Adjustments     Surviving 
  MDS  Mojo  MDS  Mojo  APIC  Company 
Cash and cash equivalents  11,507   187,610   (11,507)  187,610   176,103   187,610 
Accounts receivable  -   163   -   163   163   163 
Accounts receivable - related party  10,000   -   (10,000)  -   (10,000)  - 
Inventory  -   2,961   -   2,961   2,961   2,961 
Prepaid expenses  -   2,045   -   2,045   2,045   2,045 
Convertible note receivable  80,000       (80,000)      (80,000)  - 
Other receivable - related party  18,000   -   (18,000)  -   (18,000)  - 
   119,507   192,779               192,779 
                         
Property and equipment, net  13,607   -   -   -   -   13,607 
                         
Other assets  1,018   -   (1,018)  -   (1,018)  - 
   134,132   192,779               206,386 
                         
Cash overdraft      4,137       (4,137)  (4,137)  4,137 
Accounts payable  562,650   56,258   562,650   (56,258)  506,392   56,258 
Accounts payable - related party  -   10,000   -   (10,000)  (10,000)  10,000 
Accrued expenses  -   5,957   -   (5,957)  (5,957)  5,957 
Notes payable  740,000   -   740,000   -   740,000   - 
Convertible notes payable  -   100,000   -   (100,000)  (100,000)  100,000 
Due to related parties  1,393,077   109,020   1,393,077   (109,020)  1,284,057   109,020 
   2,695,727   285,372               285,372 
                         
Preferred stock  -   23,000   -   (23,000)  (23,000)  23,000 
Common stock  10,394   15,152   -   (4,758)  (4,758)  15,152 
Additional paid in capital  1,146,408   230,626   -   -   -   (117,138)
Accumulated deficit  (3,718,397)  (361,371)  (3,718,397)  -   (3,718,397)  - 
   (2,561,595)  (92,593)              (78,986)
   134,132   192,779   (1,143,195)  (120,351)  (1,263,545)  206,386 

 

 F-9 

Revenue recognition

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred.

Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.

Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the profit and loss account.

Contingencies

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

Cash

This represent cash in hand and cash deposited in bank accounts (current) by the Company.

Amount in $
RBC (CDN)
Oriental bank
First Bank591
RBC (USD)
   591

 

MOJO DATA SOLUTIONS, INC.Accounts Receivables

Notes to Condensed Financial Statements

Opening balance15,477
Net movement during the period
15,477

September 30, 2014

(Unaudited)

 

Note 3. Related Party Transactions

 

On January 31, 2014, the Company consummated the Asset Purchase Agreement (the “APA”) with Mobile Data Systems, Inc., a New York corporation (“MDS”), for which the CEO of the Company is also the CEO. See Note 2 for details of the APA. As of September 30, 2014, the Company owed Mobile Data Systems, Inc. $26,185 relating to expenses incurred prior to the signing of the APA. This payable is included in accounts payable – related party on the balance sheet.

As result of the reserve merger, on January 31, 2014, $80,000 of convertible debt were carried over to the Company. The note has a conversion price of $0.05 that bears 5% interest. The stock price on January 31, 2014 was $0.23, which resulted in a beneficial conversion feature. Due to the beneficial conversion feature, a debt discount of $80,000 was recorded. The debt discount will be accreted using the effective interest method. Debt discount amortization for the three and nine months ended September 30, 2014 was $16,314 and $38,625, respectively, which is included in interest expense on the statement of operations. The unamortized debt discount as of September 30, 2014 was $41,375. Interest expense on the note for the three and nine months ended September 30, 2014 was $1,000 and $2,667, respectively.

On November 19, 2013, and December 18, 2013, the Company sold two convertible promissory notes to Prospect Financial, LLC (“Prospect Financial”), an entity which Ralph M. Amato, a principal stockholder and a former member of the Board of Directors of the Company, has voting and dispositive control, in consideration for, and for the principal amounts of, $50,000 each. Each note bore interest at the rate of 5% per annum, was to mature on the first year anniversary date of the date of issuance, and was convertible into common stock at $0.25 per share. On January 31, 2014, the combined outstanding principal balance of $100,000 and combined accrued interest of $815 on the notes were converted into 400,000 and 3,260 shares of common stock, respectively.

As of September 30, 2014 and December 31, 2013, respectively, $117,020 is due to the Company’s former President and Chief Financial Officer. The advances are unsecured, non-interest bearing and due on demand.

The Company engages a related party through common ownership by the CEO for consulting expenses. The Company made repayments for amounts owed to this company of $31,000 and borrowed $8,000 which is due on demand and does not bear any interest, resulting in net repayments of $23,000 during the nine months ended September 30, 2014. Consulting expenses incurred with this related party during the three and nine months ended September 30, 2014 was $95,869 and $257,856, respectively. The Company also leases rental space from this related party. There are no set terms for rent as rent is on a month to month basis. Rent expense for the three and nine months ended September 30, 2014 was $4,550 and $11,200, respectively. At September 30, 2014, the Company owed this related party $274,484. This payable is included in accounts payable – related party on the balance sheet.

 

 F-10 

Inventory

Opening balance2,961
Net movement during the period
   2,961

 

MOJO DATA SOLUTIONS, INC.

Notes to Condensed Financial Statements

September 30, 2014

(Unaudited)Prepaid expenses

 

Opening balance2,445
Net movement in liabilities during the period
Closing balance2,445

Note 4.

Property, plant and equipment

Furniture and equipment13,607
Less: accumulated depreciation(2,720)
Closing balance10,887

Accounts payable and accrued expenses

Opening balance444,472
Net movement in liabilities during the period
Closing balance444,472

Convertible Note Payablenotes - net of discount

 

On May 16, 2014, the Company issued a $50,000 convertible note bearing interest at 5% per year with a maturity date of May 15, 2015.2018. The note is convertible at $0.25 per share. At SeptemberJune 30, 2014,2018, there was $50,000$57,699 outstanding on this note.

 

Notes payable80,000
Less: unamortized discount(22,301)
Closing balance57,699

Note 5. Stockholders’ Deficit

Loans payable

Amount in $
Opening balance179,539
Net movement in liabilities during the period
Closing balance179,539

Revenue

Consulting Income
Sale of software

 

F-11

Operating expenses

Bank Service Charges
Filing fees
Payroll Expenses
Professional Fees
Rent Expense
Research and Development
Trade show and conventions

Contingencies and Commitments

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

Common Stock

 

On January 31, 2014, the Company issued 200,000 shares of its common stock and 200,000 warrants with an exercise price of $0.50 and a life of three years for consulting services for a fair value totaling $46,000 and $45,940, respectively. The warrants have been valued using the Black-Scholes model with the following assumptions; term of 3 years, volatility of 383%, risk-free interest rate of 0.69% and dividend yield of 0%. The expected warrant term is based on the remaining contractual term. The expected volatility is based on the historical volatility of the prior companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related warrant at the valuation date. Dividend yield is based on historical trends.

 

Warrants

Warrant activity for the nine months ended September 30, 2014 consisted of:

  2014 
  Number of
Warrants
  Weighted
Average
Exercise
Price
 
Outstanding at January 1,  -   - 
Granted  1,700,000   0.50 
Expired  -   - 
Exercised  -   - 
Outstanding at September 30,  1,700,000   0.50 

In addition to the issuance of 200,000 warrants describe above under Common Stock above, 1,500,000 warrants with an exercise price of $0.50 and a life of five years were issued in the current quarter prior to the reverse merger; therefore, all accounting for these warrants was done in the line titled Reclassification for Reverse Merger on the Condensed Statement of Changes in Stockholders’ Deficit.

As of September 30, 2014, the total intrinsic value of warrants outstanding and exercisable was $0.

As of September 30, 2014, the Company has $0 in stock-based compensation related to warrants that is yet to be vested. The weighted average remaining life of the warrants is 4.15 years.

 F-1112 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operation.

 

Forward Looking StatementsCautionary Note

 

The following discussionThis Management’s Discussion and analysis of the financial condition and results of operations of the Company is for the three and nine month periods ended September 30, 2014 and 2013 andAnalysis should be read in conjunction with the Selected Consolidated Financial Data,accompanying unaudited financial statements and related notes. The discussion and analysis of our financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes to those financial statements that are includedappear elsewhere in this Current Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. As used in this Report, the terms “MOJO,” the “Company,” “we,” “us,” “our,” and similar terms mean MOJOquarterly report.

Company’s History

Mojo Data Solutions Inc., a Puerto Rico corporation.

Company Overview

Since the consummation of the Asset Purchase Agreement on January 31, 2014 (see Note 1 of the financial statements for details of the transaction), we have been refocusing the Company’s business plan and strategy to develop and monetize the intellectual property assets we purchased from MDS. Preceding the transaction, the Company served as a holding company for our predecessor’s wholly-owned subsidiary, Authentic Teas Inc., a corporation (The Company) was incorporated in the province of Ontario, Canada on July 8, 2010 (“AUTT Canada”in the State of Nevada under the name of Authentic Teas, Inc. ("AUTT"). On September 16, 2013, the Company was re-domesticated in the Commonwealth of Puerto Rico by merging AUTT Canada historically sold herbal teas online. We intendwith Puerto Rico Corporation, "MOJO Data Solutions, Inc.", which was formed on August 21, 2013 for the purpose of the re-domestication. Under the re-domestication, each outstanding share of AUTT common stock was automatically converted into one share of MOJO common stock. On October 11, 2013, the OTCBB symbol of the Company’s common stock was changed from AUTT to sellMJDS.

On September 27, 2013, the Company entered into an Asset Purchase Agreement with Mobile Data Systems, Inc. ("MDS") pursuant to which MOJO agreed to purchase all of the intellectual property and substantially all of the tangible assets of MDS (the "MDS Asset Purchase"). On January 31, 2014, the Company closed on the MDS Asset Purchase in consideration of $190,000 in cash and a one-year unsecured 5% convertible promissory note in the principal amount of $80,000 payable to Joseph Spiteri, a sole officer and director which note is convertible at any time into shares of the Company’s common stock at $0.05 per share. The Cash Amount was utilized to repay and satisfy the outstanding indebtedness under a certain Loan Promissory Note dated September 19, 2011, by and between MDS, as the borrower, and the Long Island Development Corporation, a New York State not-for-profit corporation, as the lender.

Upon the closing of the acquisition with MDS, the business of AUTT Canada inMDS became the near future.business of MOJO. The Head Office of the Company is situated at 39 Dorado Beach East, Dorado, Puerto Rico, 00646.

 

MOJOCompany Overview

The Company develops smartphone applications that enable brands and consumers to interact with traditional media delivering digital content back to the handset. We embed proprietary visual and audible "tags" in products or print, TV and radio advertising. Consumers can use their smartphones to scan, touch or listen to the tags and interact with digital content, offers, and promotions to make immediate purchases and/or verify the authenticity of the product. The Company focuses on retail, media and entertainment, and pharmaceutical verticals.vertical.

 

Through ourthe proprietary and licensed intellectual property, we arethe Company is engaged in developing technologies to deliver a fully integrated, multimedia mobile visual search, discovery, content delivery and consumer activation platform, - combining a simple, elegant user experience on the handset, with sophisticated data processing and campaign management tools including ourits audio and digital watermarking technologies and other campaign management tools. The basic idea of watermarking is to enable a hidden channel that can be used in existing distribution channels. This channel offers the possibility to transmit user specific data. Audio watermarkingwhich enables the imperceptible transmission of data within audio signals, allowing the attachment of property rights or additional data to the customer of the audio material.material. Digital watermarks consist of indiscernible information that can be inserted into images, audio data or videos. The watermarkvideos which can also be used to check the authenticity of copies by authorized persons and provide evidence of whether the product was legally acquired or has been tampered with in some way.

 

OurThe goal is to work closely with large brands and the advertising and marketing agencies whoto serve them to enhance traditional advertising and marketing campaigns. WeThe Company intend to achieve this by creating exciting consumer experiences enabled through all forms of mobile tags and barcodes, including the simplest UPC symbols, to the most advanced image recognition and audio watermarking, using ourits Mojo Tags multimedia reader.

 

13

The Company intends for its technologies to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management, campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.

In addition to having mastered the integration of mobile tags and barcode solutions onto popular smartphone operating systems (iOS and Android), the goal is to specialize in helping its clients improve their financial performance by enabling practical and profitable business models and revenue streams.

Company Highlights

What we have achieved

·The Company has developed the Mojo Campaign Management Suite encompassing several products, including Mojo Tags and Mojo Insights. The Mojo Campaign Management Suite with its carrier grade back-end can handle millions of simultaneous consumer transactions and provides brand protection for companies seeking anti-counterfeiting, diversion and track and trace capabilities.

·The Company has developed the innovative FadeMark process. FadeMark is one of few covert brand protection methods that thwart counterfeiters’ duplication efforts.

Campaign Management Suite

The MOJO Campaign Management Suite offers a complete solution for managing campaigns, activating consumers and protecting a company’s brand. The Mojo Campaign Management Suite covers tag and barcode creation, campaign management, real-time decision making, marketing analytics, data integration, content delivery and consumer engagement.

The Company’s Campaign Management Suite includes Mojo Tags, Mojo Touch and Mojo Insights.

i.    Mojo Tags

Mojo Tags connects the physical world to the digital world. Mojo Tags are used in print, images, audio and packaging to allow consumers using smartphones to connect with the digital content and experiences of brands. It could be a "Play Video" button for product information, "Buy Now" button that a company places on a product or a "Check In" button on a storefront window. Mojo Tags are buttons for the physical world, which enable customer interaction using any Apple iOS or Android phone or tablet. There are a variety of Mojo Tags that can be created, managed and tracked with the Mojo Campaign Management Suite for use in media, i.e., Visual Tags including QR Code and UPC, Audio Tags, Picture Tags, Invisible Tags, Secure Tags and NFC Tags.

ii.   Mojo Insights

Mojo Insights offers (to companies) innovative solutions for managing their mobile campaigns and connecting consumers to Internet content from traditional media. We deliver a fully integrated, multimedia mobile visual search and content delivery platform, combining a simple, elegant user experience on the handset, with sophisticated data processing and campaign management tools. The user friendly designed reports display everything a company needs to know about its campaigns with up-to-the-minute data and analytics.

In addition to time, place, and location-aware metrics, when the Mojo Tag App is used for scanning, additional demographic profile data is available including age, gender, geographic location, and income and language preference.

iii.  Mojo Tags App

The Mojo Tags app is now available on the iTunes App Store and Google Play. Scanning a tag is as simple as opening the Mojo Tags app and placing a tag within the sights or having the App listen to the audio track of any media.

14

How the Mojo Tags App works:

i.Consumer uses a smartphone to scan or listen to tags found in print, audio, pictures and packaging.
ii.The Mojo Tags App decodes the tag and transmits the data from the smartphone, over the network to the content server.
iii.The content server performs a lookup of decoded data and responds with the correlated URL or action, based on campaign parameters, device-provided contextual data e.g., location, place, time, profile, etc.
iv.URL or action is received by consumer’s smartphone.
v.Smartphone launches web browser and presents designated content and experience.

The Mojo Tags app detects digital watermarks in print and audio and also reads QR Codes and UPC barcodes. The Mojo Tags app also does Image Recognition and BLE beacon detection. The Company’s proprietary Fade Mark process makes it impossible for counterfeiters to successfully reproduce packaging, inserts or labels. Fade Marks cannot be counterfeited or replicated. The embedded Fade Mark authenticates a product at every point in the supply chain. Counterfeit products are immediately exposed as frauds when scanned with a smartphone.

Technology

The MOJO Tags system consists of the following four proprietary integral pieces:

(i)the Mobile Application(s) that resides on the mobile phone;
(ii)the Content Server;
(iii)the SQL Database; and
(iv)the Campaign Manager.

(i)       Mobile Application

The Mobile Application reads the media presented (Audio, Video, Image, and Touch) and extracts the hidden data. The Application then submits this data along with demographic and location data to the MOJO Tags Content Server. The Application then processes the response from the Content Server and presents the digital content for the user to interact with.

(ii)        Content Server

The Content Server processes the submitted code and, based on certain criteria, determines where to query a response from. The query can be directed to the MOJO Tags database or a third party customer database (i.e. Best Buy, Sears, etc.). Once a response is received, it is formatted and directed back to the Mobile Application that submitted the request.

(iii)      SQL Database

The SQL Database is responsible for data processing and storage. The Content Server submits queries to the SQL Database by calling remote stored procedures. These stored procedures parse the data into its components parts. Demographic and location data are stored in the database and code payoff information is retrieved from the database. The database also receives remote procedure calls from the Campaign Manager in order to update code information or to report on code activity.

(iv)      Campaign Manager

The Campaign Manager is the user interface into the data storage. It allows users to customize the response to a particular code in the system. The Campaign Manager also allows users to generate reports on code usage, generate analytics and manage campaigns on a daily basis.

15

Watermarking and Retrieval Software

The technology incorporates and works with a third party’s software. Pursuant to a license agreement, dated October 9, 2013, between Fraunhofer Geselleschaft zür Forderung der angerwandten Forschung e.V. (" FhG "), Europe’s largest application-oriented research organization ]based in Munich, Germany, for its Institute for Secured Information Technology and MDS which was assigned by MDS on the closing of the MDS Asset Purchase with the consent of FhG. We have the non-exclusive worldwide right to use FhG’s "Audio and Video Watermarking Software" and "Watermark Detector Software" (collectively, the "Software") to watermark and retrieve media files by embedding binary codes in advertisements and television programs transmitted via broadcast and to retrieve such embedded codes from such advertisements and television programs with the help of a mobile phone or similar device. The term of the license agreement commenced on November 1, 2013 and it may be terminated upon six months’ notice, effective at the end of a calendar quarter. Our royalty payments to FhG are payable every six months and are based upon revenues derived from the Software, with a mandatory minimum royalty payment. Our technology works with the Software and although our license for the Software is non-exclusive, we hold the exclusive rights to use our technology and products which are derivative works of the Software.

All of our products are currently fully developed and working. We will continue to update our products to newer operating environments.

Sources and Availability of Raw Materials

Everything the Company needs to develop and improve its products is readily available.

i.         Intellectual Property

The Company do not currently hold any registered patents, copyrights or trademarks. The Company currently own its website’s domain namewww.mojotags.com. It has developed proprietary technologies around its multimedia reader for the Mojo Tags application. The multimedia reader is a one-of-a kind reader which the Company believes has no competition in the marketplace today. The Company intends to apply for specific patents around its proprietary intellectual property and trade secrets supporting the reader and the campaign management platform.

The Company relies on trade secret protection and confidentiality agreements to protect proprietary market, business and technical information and know-how that is not or may not be patentable or that it elects not to be patent. However, confidential information and trade secrets can be difficult to protect. Moreover, the information embodied in the Company’s trade secrets and confidential information may be independently and legitimately developed or discovered by third parties without any improper use of or reference to information or trade secrets. The Company seek to protect the market, technical and business information supporting its operations, as well as the confidential information relating specifically to its products by entering into confidentiality agreements with parties to whom the Company needs to disclose its confidential information to, such as its employees, consultants, board members, contractors and investors. However, the Company cannot be certain that such agreements have been entered into with all relevant parties. The Company also seeks to preserve the integrity and confidentiality of its data and trade secrets by maintaining physical security of its premises and physical and electronic security of its information technology systems, but it is possible that these security measures could be breached. While the Company has confidence in these individuals, organizations and systems, agreements or security measures may be breached, and the Company may not have adequate remedies for those breaches. The confidential information and trade secrets thus may become known by its competitors in ways the Company cannot prove or remedy.

The Company expect all of its employees and consultants to assign their inventions to the Company, and all of its employees, consultants, advisors and any third parties who have access to the Company’s proprietary know-how, information or technology to enter into confidentiality agreements, however, the Company cannot provide any assurances that all such agreements have been duly executed.

The Company cannot guarantee that its trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to the Company’s trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach their agreements and disclose the Company’s proprietary information, including its trade secrets, and the Company may not be able to obtain recourse for such breaches. Misappropriation or unauthorized disclosure of the Company’s trade secrets could impair its competitive position and may have a material adverse effect on its business. Additionally, if the steps taken to maintain the Company’s trade secrets are deemed inadequate, it may have insufficient recourse against the parties misappropriating those trade secrets.

16

Marketing and Distribution

i.         Principal Markets

The goal of the Company is to establish relationships and work closely with large brands and the advertising and marketing agencies who serve them to enhance traditional advertising and marketing campaigns. The Company intend to achieve this by creating exciting consumer experiences enabled through all forms of mobile tags and barcodes, including the simplest UPC symbols, to the most advanced image recognition and audio watermarking, using its Mojo Tags multimedia reader. The Company does not currently has any contractual arrangements with any such brands and/or agencies.

The Company intends for its technologies to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management, campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.

In addition to having mastered the integration of mobile tag and barcode solutions, the goal is to specialize in helping our clients improve their financial performance by enabling practical and profitable business models and revenue streams. The Company do not currently have any customer agreement.

Dependence on Specific Customer or Customers

The business of the Company is not currently dependent on specific customers, the loss of any one or more of which would have a material adverse effect on its business.

i.         Industry and Competition

The Company operates in a highly competitive, consumer-driven and rapidly changing environment. The success of the Company is, to a large extent, dependent on its ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish its services from its competitors, most of which have greater resources than the Company and have a longer operating history. The Company may not be able to accurately predict technological trends or the success of new products and services. If the Company chooses technologies or equipment that are not as effective, cost-efficient or attractive to its customers than those chosen by its competitors, or if it offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, the competitive position of the Company could deteriorate, and its business, financial condition and results of operation could suffer.

The Company’s competitive position will be adversely affected by the introduction of new technologies, products and services by its competitors. Furthermore, advances in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may require the Company in the future to make additional research and development expenditures or to offer at no additional cost or at lower prices, certain products and services that the Company currently offer to customers separately or at a premium. In addition, the uncertainty of the Company’s ability and the costs to obtain intellectual property rights from third parties could impact its ability to respond to technological advances in a timely and effective manner.

Technology in the Company’s industry changes rapidly which could cause its products and services to become obsolete. The Company may not be able to keep pace with technological developments. If the new technologies on which the Company intends to focus its research and development investments fail to achieve acceptance in the marketplace, the competitive position of the Company could be negatively impacted limiting or even preventing the Company from becoming profitable. The Company may also be at a competitive disadvantage in developing and introducing complex new products and services due to the substantial costs that the Company may incur in producing these products or services, For example, its competitors could use proprietary technologies that are perceived by the market as being superior. Further, after the Company has incurred substantial costs, one or more of the products or services the Company or its strategic partners are developing could become obsolete prior to it being widely adopted.

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The Company expects to continue to face increased threats from companies who use the Internet to deliver services similar to the Company’s as the speed and quality of broadband and wireless networks continues to improve. The industry is subject to rapid technological change, and the Company must make substantial investments in new products, services and technologies to compete successfully. Technological innovations generally require a substantial investment before they are commercially viable. The Company intends, subject to financing, to continue to make substantial investments in developing new products and technologies, and it is possible that the development efforts of the Company will not be successful and that the Company’s new technologies will not result in meaningful revenues.

The Company’s products, services and technologies face significant competition, and any revenues generated or the timing of their deployment, which may be dependent on the actions of others, may not meet its expectations. Competition in the communications industry is affected by various factors that include, among others: evolving industry standards and business models; evolving methods of transmission for voice and data communications; networking; value-added features that drive replacement rates and selling prices; turnkey, integrated product offerings that incorporate hardware, software, user interface and applications; and scalability and the ability of the system technology to meet customers’ immediate and future network requirements.

The Company intends that advertising will produce the predominant share of its revenues, if any. With the continued development of alternative forms of media, particularly electronic media including those based on the Internet, the businesses may face increased competition. Alternative media sources may also affect the Company’s ability to generate revenues. This competition may make it difficult for the Company to grow or generate revenues, which the Company believes will challenge it to expand the contributions of its business.

Company Overview

Since the consummation of the Asset Purchase Agreement on January 31, 2014, the Company’s has been refocusing its business plan and strategy to develop and monetize the intellectual property assets it purchased from MDS. Preceding the transaction, the Company served as a holding company for its predecessor’s wholly-owned subsidiary, Authentic Teas Inc., a corporation incorporated in the province of Ontario, Canada on July 8, 2010 (“AUTT Canada”). AUTT Canada historically sold herbal teas online. The Company intends to sell the business of AUTT Canada in the near future.

MOJO develops smart-phone applications that enable brands and consumers to interact with media delivering digital content back to the handset. The Company focuses on retail, entertainment and pharmaceutical verticals.

Through the proprietary and licensed intellectual property, the Company is engaged in developing technologies to deliver a fully integrated, multimedia mobile visual search, discovery, content delivery and consumer activation platform, combining a simple, elegant user experience on the handset, with sophisticated data processing and campaign management tools including its audio and digital watermarking technologies which enables the imperceptible transmission of data within audio signals, allowing the attachment of property rights or additional data to the customer of the audio material. Digital watermarks consist of indiscernible information that can be inserted into images, audio data or videos which can also be used to check the authenticity of copies by authorized persons and provide evidence whether the product was legally acquired or has been tampered with in some way.

The goal is to work closely with large brands and the advertising and marketing agencies to serve them to enhance traditional advertising and marketing campaigns. The Company intend to achieve this by creating exciting consumer experiences enabled through all forms of mobile tags and barcodes, including the simplest UPC symbols, to the most advanced image recognition and audio watermarking, using its Mojo Tags multimedia reader.

The Company intends for its technologies to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management, campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.

 

In addition to having mastered the integration of mobile tag and barcode solutions, our goal is to specialize in helping our clients improve their financial performance by enabling practical and profitable business models and revenue streams.

 

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Results of Operations

Three months ended September 30, 2014 compared to the three months ended September 30, 2013

During the three months ended September 30, 2014, the Company generated revenues of $3,250 compared to no revenues during the three months ended September 30, 2013.

During the three months ended September 30, 2014, the Company had general and administrative expenses of $120,449 compared to $142,258 during the three months ended September 30, 2013. The majority of expenses for the three months ended September 30, 2014 were for professional fees.

During the three months ended September 30, 2014 and 2013, the Company had interest expense of $17,627 and $23,584, respectively.

 

The foregoing resulted in net loss of $134,826 during the three months ended September 30, 2014 compared to a net loss of $165,842 during the three months ended September 30, 2013. The Company attributes the increase in net loss to increased professional fees.

Nine months ended September 30, 2014 compared to the nine months ended September 30, 2013

During the nine months ended September 30, 2014, the Company generated revenues of $5,695 from a non-related party compared to revenues of $6,000, from a related party during the nine months ended September 30, 2013.

During the nine months ended September 30, 2014, the Company had general and administrative expenses of $629,707 compared to $401,901 during the nine months ended September 30, 2013. The majority of expenses for the nine months ended September 30, 2014 were for professional fees related to the regulatory filings in connection with the consummation of the Asset Purchase Agreement.

During the nine months ended September 30, 2014 and 2013, the Company had interest expense of $41,975 and $71,058, respectively.

The foregoing resulted in net loss of $665,987 during the nine months ended September 30, 2014 compared to a net loss of $466,959 during the nine months ended September 30, 2013. The Company attributes the increase in net loss to increased professional fees.

Liquidity and Capital Resources

The Company’s working capital as of September 30, 2014 and December 31, 2013 is summarized as follows:

  September 30, 2014  December 31, 2013 
       
Current Assets $9,289  $65,174 
Current Liabilities $571,034  $2,761,720 
Working Capital (Deficiency) $(561,745) $(2,696,546)

The Company’s cash flow for the nine months ended September 30, 2014 and 2013 is summarized as follows:

  September 30, 2014  September 30, 2013 
       
Cash (used in) operating activities $(244,834) $(363,627)

Cash provided by (used in) investing activities

 $184,381  $(7,443)
Cash provided by financing activities $27,000  $370,542 
Net increase (decrease) in cash and cash equivalents $(33,453) $(528)

As of September 30, 2014, we had a working capital deficiency of $561,745 compared to a working capital deficiency of $2,696,546, an improvement of $2,134,801. The change is primarily attributable to the effects of the asset purchase agreement resulting in a decrease in debt.

Cash used in operating activities during the nine months ended September 30, 2014 was $244,834. The was primarily due to a net loss of $665,987 which was offset by shares issued for services of $46,000, warrant expense for services of $45,940, amortization of debt discount of $38,625 and a change in accounts payable – related party resulting in an increase in cash of $290,670. Cash used in operating activities during the nine months ended September 30, 2013 was $363,627. This was primarily due to a net loss of $466,959 offset by depreciation expense of $28,616 and a change in accounts payable and accrued expenses resulting in an increase in cash of $71,506.

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Cash provided by (used in) investing activities during the nine months ended September 30, 2014 and 2013 was $184,381 and ($7,443), respectively. The primary item comprising the $184,381 for the nine months ended September 30, 2014 was the cash received from the asset purchase agreement. For the nine months ended September 30, 2013, the Company spent $7,443 to acquire fixed assets.

Cash provided financing activities during the nine months ended September 30, 2014 and 2013 was $27,000 and $370,542, respectively. Cash provided by financing activities during the nine months ended September 30, 2014 was due to net repayments of $23,000 to related parties offset by net proceeds of $50,000 from the issuance of a convertible note. Cash provided by financing activities during the nine months ended September 30, 2013 was $370,542 which consisted of $24,104 in repayments offset by proceeds from related parties of $394,646.

We anticipate that ourits cash on hand and the revenue that we anticipateit anticipates generating going forward from ourits operations will not be sufficient to satisfy all of ourits cash requirements for the next twelve month period. We requireThe Company requires funds to enable usit to address ourits minimum current and ongoing expenses as presently, we arethe Company is not generating revenue to meet ourits operating and capital expenses. WeThe Company currently dodoes not havehas committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets persist.financing. To acquire additional financing, we planthe Company plans to raise any such additional capital primarily through equity and debt financing, provided that such funding is available to our Company.it. The issuance of additional equity securities by ourthe Company may result in a significant dilution in the equity interests of ourits current stockholders. There is no assurance that wethe Company will be able to obtain further funds required for ourits continued operations or that additional financing will be available to usit when needed or, if available, that it can be obtained on commercially reasonable terms. If we arethe Company is not able to obtain additional financing as required on a timely basis, weit will not be able to meet certain obligations as they become due and weit will be forced to scale down or perhaps even cease ourits operations.

 

Off Balance Sheet Arrangements:

 

We doThe Company does not havehas any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special"special purpose entities”entities" (SPEs).

 

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.Risk

 

We doThe information to be reported under this item is not hold any derivative instruments and do not engage in any hedging activities.required of smaller reporting companies.

 

Item 4. Controls and Procedures.Procedures

 

(a)a) Evaluation of Disclosure Controls and Procedures

 

Based onThe Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer ("CEO"), who is also its Principal Financial Officer ("PFO"), of the design and effectiveness of the Company’s "disclosure controls and procedures" (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Form 10-Q, our principal executive officer and principal financial officer havereport. Based on this evaluation, the CEO/PFO concluded that ouras of the end of the period covered by this report, these disclosure controls and procedures (as defined in Rules 13a-15(c)were not effective. The conclusion that the disclosure controls and 15d-15(e) under the Exchange Act) areprocedures were not effective was due to ensure that information required to be disclosed by usthe presence of the following material weaknesses in report that we file or submit under the Exchange Act is recorded, processed, summarizeddisclosure controls and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.procedures which are indicative of many small companies with small staff:

 

(i)inadequate segregation of duties and effective risk assessment as the Company had only one officer;
(ii)insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and
(iii)inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and
(iv)no written whistleblower policy.

Once sufficient funds are available, the CEO/PFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including

(i)appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management;
(ii)adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and
(iii)implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

(b) Changes inManagement’s Annual Report on Internal Control over Financial Reporting

There were no changes in ourThe CEO/PFO is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rulesunder Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934. As of the end the reporting period, the CEO/PFO assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control set forth in the 1992 report entitled "Internal Control - Integrated Framework" published by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on that evaluation, our CEO/PFO concluded that, during our most recently completed fiscal quarterthe period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of the Company’s internal control over financial reporting that adversely affected its internal controls.

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The matters involving internal controls and procedures that the Company’s CEO/PFO considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

a)lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
b)inadequate segregation of duties consistent with control objectives;
c)insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
d)ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by the Company's CEO/PFO in connection with his review of the Company’s financial statements as at the end of reporting period.

The CEO/PFO believes that the material weaknesses set forth above did not have an effect on the Company's financial results. However, the CEO/PFO believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, results in ineffective oversight of the establishment and monitoring of required internal controls and procedures.

The Company will continue to monitor and evaluate the effectiveness of its internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking action and implementing additional enhancements or improvements as funds allow.

There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the current reporting period that have materially affected or are reasonably likely to materially affect, ourthe Company’s internal controlcontrols over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.PART II

 

Item 1. Legal Proceedings

The Company is not presently a party to any litigation nor, to our knowledge, is any litigation threatened against it, which may materially affect its business or its assets.

Item 1A. Risk Factors.Factors

 

ThereThe information to be reported under this Item is not required of smaller reporting companies. However, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 8-K for the fiscal year ended December 31, 2013, filed with the SEC on October 29, 2014.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds

 

Other than as noted above and previously reported on the Company’s Current Reports on Form 8-K, there have been no unregistered sales of equity securities for the period ended September 30, 2014.current reporting period.

 

Item 3. Defaults upon Senior Securities.Securities

 

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosure.Disclosure

 

Not applicable.

 

Item 5. Other Information.Information

 

There is no other information required to be disclosed under this item which was not previously disclosed.

 

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Item 6. Exhibits.

 

Exhibit
No.
 Description
   
31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*2002
   
31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*2002
   
32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*2002
   
32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INSXBRL Instance Document**
101.SCHXBRL Taxonomy Extension Schema Document**
101.CALXBRL Taxonomy Extension Calculation Linkbase Document**
101.DEFXBRL Taxonomy Extension Definition Linkbase Document**
101.LABXBRL Taxonomy Extension Label Linkbase Document**
101.PREXBRL Taxonomy Extension Presentation Linkbase Document**2002

 

* Filed herewith.

** Furnished herewith.

 

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SIGNATURES

 

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

 

 Mojo Data Solutions, Inc.
   
Date: February 16, 2016September 6, 2018By:/s/ Joseph Spiteri
 Name:Name: Joseph Spiteri
 Title:Title: Chief Executive Officer

 

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