Amended Annual Report (10-k/a)
13 Janvier 2023 - 4:43PM
Edgar (US Regulatory)
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EQUATOR Beverage Co
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2021-01-01
2021-12-31
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2021-06-30
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2022-02-17
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U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
Fiscal Year Ended: December 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
file number: 000-55269
MOJO
Organics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
26-0884348 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(IRS
Employer
Identification
No.) |
|
|
|
185
Hudson Street, Floor 25
Jersey
City, New Jersey |
|
07302 |
(Address
of principal executive offices) |
|
(Postal
Code) |
Registrant’s
telephone number: 929 264 7944
Securities
registered under Section 12(b) of the Act: None
Securities
registered under Section 12(g) of the Act: Common Stock, $0.001 par value per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically 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 ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions
of the “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and emerging
growth company in Rule 12b-2 of the Exchange Act:
Large
Accelerated Filer |
☐ |
Accelerated
Filer |
☐ |
Non-Accelerated
Filer |
☐ |
Smaller
reporting company |
☒ |
Emerging
growth company |
☐ |
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
As
of June 30, 2021 (the last day of the registrant’s most recently completed second quarter), the aggregate market value of the registrant’s
common stock (based on its reported last sale price on such date of $0.168 per share) held by non-affiliates of the registrant was $1,966,263.
On
February 17, 2022 there were 30,661,080 shares of the registrant’s common stock, par value $0.001, issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
MOJO
Organics, Inc. is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend its original Annual Report on Form
10-K for the period ended December 31, 2021 (the “Original Form 10-K”), originally filed with the Securities and Exchange
Commission (the “SEC”) on February 17, 2022, for the sole purpose of amending and replacing Part II, Item 12. “Controls
and Procedures” of the Form 10-K, which inadvertently omitted language necessary to meet the requirements of Item 308(a) of
Regulation S-K and to include Exhibit 32.1, which was inadvertently excluded.
This
Amendment contains only the Cover Page to this Amendment, this Explanatory Note, Item 12, the Signature Page, and the certifications
attached to this Amendment as Exhibits 31.1 and 32.1. No other changes have been made to the Original Form 10-K. This Amendment speaks
as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the Original Form 10-K.
Accordingly,
this Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC. The filing of this Amendment
is not an admission that the Original Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
ITEM
12. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and
communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Under
the supervision and with the participation of the Company’s senior management, consisting of the Company’s principal executive
and financial officer and the Company’s principal accounting officer, the Company conducted an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company’s
principal executive and financial officer concluded, as of the Evaluation Date, that the Company’s disclosure controls and procedures
were effective.
Management’s
Annual Report on Internal Control over Financial Reporting
The
management of MOJO Organics, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial
reporting (as defined in Rule 13a-15(f)) under the Exchange Act. Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore,
even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating
the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this evaluation, our officers
concluded that, during the period covered by this annual report, our internal controls over financial reporting were not operating effectively.
As
previously reported, the Company does not have an audit committee and is not currently obligated to have one. Management does not believe
that the lack of an audit committee is a material weakness.
Attestation
Report
This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting as such report is not required for non-accelerated filers.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal controls over financial reporting during the year ended December 31, 2021 that have materially affected,
or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM
19. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial
Statement Schedules
The
financial statements of MOJO Organics, Inc. are listed on the Index to Financial Statements on the previously filed annual report on
Form 10-K beginning on page F-1.
The
following Exhibits are being filed with this Annual Report on Form 10-K:
(1) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities
and Exchange Commission (the “SEC”) on May 18, 2011. |
|
|
(2) |
Incorporated
by reference to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with
the SEC on December 19, 2007. |
|
|
(3) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on May 4, 2011. |
|
|
(4) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on January 4, 2012. |
|
|
(5) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on October 31, 2011. |
|
|
(6) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on April 2, 2013. |
|
|
(7) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on February 1, 2013. |
|
|
(8) |
Incorporated
by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC
on September 24, 2013. |
|
|
(9) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on October 23, 2015. |
|
|
(10) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC
on July 1, 2021. |
Boyle
CPA, LLC
Red
Bank, NJ
(PCAOB:
6285
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
MOJO
ORGANICS, INC. |
|
|
Dated:
January 13, 2023 |
By: |
/s/
Glenn Simpson |
|
|
Glenn
Simpson, Chief
Executive
Officer and Chairman
(Principal
Executive and Principal Financial Officer) |
In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/
Glenn Simpson |
|
Director,
Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer) |
|
January
13, 2023 |
Glenn
Simpson |
|
|
|
|
|
|
|
|
|
/s/
Diane Cudia |
|
Corporate
Controller (Principal Accounting Officer) |
|
January
13, 2023 |
Diane
Cudia |
|
|
|
|
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