Nature of Operations and Going Concern | 6 Months Ended |
Oct. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations and Going Concern | ' |
Note 1. Nature of Operations and Going Concern |
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Overview |
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Mojo Data Solutions, Inc. (together with its subsidiary, the “Company” or “Mojo”) was founded in Nevada on July 8, 2010 as Authentic Teas, Inc. (“Authentic”). Authentic’s wholly-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 new name (the “Reincorporation”) (see below). All references to the Company or Authentic before September 13, 2013 are to Authentic Teas, Inc. |
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Stock Purchase Agreement and Resulting Change in Control |
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On August 23, 2013 (the “Closing Date”), Authentic Teas, Inc. (the “Company”), Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield, constituting all of the executive officers and members of the Board of Directors of the Company (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 the Company (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 12,034,800 outstanding shares of common stock of the Company as of such date. As a result of the Transaction, a change in control of the Company occurred on the Closing Date. RDA used its working capital as the source of funds for the Transaction. Ralph M. Amato is the Managing Member of RDA and has voting and dispositive control over the securities held by RDA. |
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Pursuant to the terms and conditions of the Stock Purchase Agreement, on the Closing Date, (i) the Board of Directors of the Company 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. |
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Also pursuant to the Stock Purchase Agreement, the Company agreed to effectuate the following: (a) a three-for-one (3:1) forward stock split of the Company’s outstanding Common Stock (the “Forward Stock Split”); (b) a business combination by merging the Company with and into a corporation formed in the Commonwealth of Puerto Rico, with the Company being the non-surviving entity and the Puerto Rico corporation 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 are not consummated on or prior to the 90th day following the Closing Date, 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. |
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On September 13, 2013, Authentic Teas, Inc., 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 the Company’s outstanding shares, warrants and per share information have been retroactively adjusted to give effect to the forward stock split. |
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On September 13, 2013, after the aforementioned forward stock split, Authentic Teas, Inc. 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 (the “Reincorporation”). Pursuant to that certain Agreement and Plan of Merger, dated August 27, 2013, by and between Authentic Teas, Inc., a Nevada corporation and Mojo Data Solutions, Inc., a Puerto Rico corporation (the “Merger Agreement”), 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 Reincorporation, the Certificate of Incorporation and Bylaws of Mojo became the Certificate of Incorporation and Bylaws of the Company. |
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On September 27, 2013, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Mobile Data Systems, Inc., a New York corporation (“MDS”), pursuant to which the Company has 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 and an unsecured promissory note for the principal amount of $80,000 (the “Promissory Note”), bearing interest at a rate of 5% per year, 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 CEO of the Company is also the CEO of Mobile Data Systems, Inc. As of the date of this filing, the Company has not yet paid MDS any portion of the $190,000. As a result, the Agreement has not yet been consummated. On November 19, 2013, the parties to the Stock Purchase Agreement entered into Amendment Number 1 whereby the date by which the Acquisition is required to be consummated was extended to January 31, 2014 (See Note 5). |
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Basis of Presentation |
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The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “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 six months ended October 31, 2013 and 2012, our cash flows for the six months ended October 31, 2013 and 2012 and our financial position as of October 31, 2013 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. |
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Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Report on Form 10-K for the year ended April 30, 2013, as filed with the SEC on July 18, 2013. The April 30, 2013 balance sheet is derived from those statements. |
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Going Concern |
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The Company had a net loss of $178,010 and negative cash flows from operations of $55,484 for the six months ended October 31, 2013. The Company’s ability to continue as a going concern is contingent 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 debt and equity securities. During the six months ended October 31, 2013, the Company has raised $55,000 in funding from the sale of Units (consisting of common shares and warrants) (See Note 4). Commencing November 1, 2013, the Company is seeking to raise up to an additional $1,500,000 from the sale of Units under a private placement memorandum. Subsequent to October 31, 2013, the Company sold promissory notes to an entity controlled by an individual that is both a director and a significant stockholder of the Company in the original aggregate principal amount of $100,000 (See Note 6). |
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The condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |