10-Q/A 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q /A
Amendment No. 1

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended December 31, 2008
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period   to __________
   
 
Commission File Number: 333-148190

Mojo Shopping, Inc.
(Exact name of small business issuer as specified in its charter)

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

PO Box 778176, Henderson, NV 89077
(Address of principal executive offices)

866-699-6656
(Issuer’s telephone number)
 
1505 Dusty Canyon Street, Henderson, NV 89052
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes    [ ] No

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  4,520,000 common shares as of December 31, 2008.
 

 
 
 PART I - FINANCIAL INFORMATION



These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended December 31, 2008 are not necessarily indicative of the results that can be expected for the full year.

MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Balance Sheets
 
ASSETS
      
 
December 31,
2008
  
September 30,
2008
 
(unaudited)
  
(audited)
CURRENT ASSETS
      
       
Cash and cash equivalents
 $ 102   $ 248
           
Total Current Assets
   102     248
           
SOFTWARE, net
   161     173
           
OTHER ASSETS
          
           
Deposits
   348     348
           
TOTAL ASSETS
 $ 611   $ 769
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
          
           
CURRENT LIABILITIES
          
           
Accounts payable and accrued expenses
 $ 64,286   $ 53,116
Due to officer
   274     224
           
Total Current Liabilities
   64,560     53,340
           
STOCKHOLDERS' EQUITY (DEFICIT)
          
           
 
          
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
   -     -
Common stock, $0.001 par value, 90,000,000 shares authorized, 4,520,000 shares issued and outstanding
   4,520     4,520
Additional paid-in capital
   27,080     27,080
Deficit accumulated during the development stage
   (95,549)     (84,171)
           
Total Stockholders' Equity (Deficit)
   (63,949)     (52,571)
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 $ 611   $ 769
 
The accompanying notes are an integral part of these financial statements.
 
F-1
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Operations (unaudited)
 
 
 
 
For the Three Months Ended
December 31,
  
From Inception
on August 2,
2007 Through
December 31,
 
2008
  
2007
  
2008
           
REVENUES
          
Merchandise sales
 $ -   $ 1,693   $ 2,507
Sales discounts
   -     (60)     (60)
                 
Net Revenues
   -     1,633     2,447
                 
COST OF GOODS SOLD
                
Cost of goods sold
   36     1,295     4,392
Frieght
   -     135     272
                 
Total Cost of Goods Sold
   36     1,430     4,664
                 
GROSS PROFIT (LOSS)
   (36)     203     (2,217)
                 
OPERATING EXPENSES
                
Advertising and promotion
   -     3,009     11,617
Depreciation and amortization
   12     -     87
General and administrative
   11,330     16,054     81,767
                 
Total Operating Expenses
   11,342     19,063     93,471
                 
LOSS FROM OPERATIONS
   (11,378)     (18,860)     (95,688)
                 
OTHER EXPENSES
                
Interest income
   -     46     88
Other income
   -     1     51
                 
Total Other Expenses
   -     47     139
                 
NET LOSS BEFORE TAXES
   (11,378)     (18,813)     (95,549)
                 
Income taxes
   -     -     -
                 
NET LOSS
 $ (11,378)   $ (18,813)   $ (95,549)
                 
BASIC LOSS PER COMMON SHARE
 $ (0.00)   $ (0.01)      
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   4,520,000     2,260,000      
 
The accompanying notes are an integral part of these financial statements.
 
F-2
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (unaudited)
 
 
 
 
 
Common Stock
  
 
 
Additional
Paid-In
  
Deficit
Accumulated
During
Development
  
 
Total
Stockholders'
Equity
 
Shares
  
Amount
  
Capital
  
Stage
  
(Deficit)
                   
Balance, August 2, 2007
   -   $ -   $ -   $ -   $ -
                             
Shares issued at $0.02 per share pursuant to subscription on September 28, 2007
   1,000,000     1,000     19,000     -     20,000
                             
Shares issued at $0.005 per share pursuant to Share Purchase Agreement dated August 31, 2007
   320,000     320     1,280     -     1,600
                             
Shares issued at $0.003 per share pursuant to Share Purchase Agreement dated August 31, 2007
   3,200,000     3,200     6,800     -     10,000
                             
Net loss from inception through September 30, 2007
   -     -     -     (15,083)     (15,083)
                             
Balance, September 30, 2007
   4,520,000     4,520     27,080     (15,083)     16,517
                             
Net loss for year ended September 30, 2008
   -     -     -     (69,088)     (69,088)
                             
Balance, September 30, 2008
   4,520,000     4,520     27,080     (84,171)     (52,571)
                             
Net loss for three months ended December 31, 2008
   -     -     -     (11,378)     (11,378)
                             
Balance, December 31, 2008
   4,520,000   $ 4,520   $ 27,080   $ (95,549)   $ (63,949)
 
The accompanying notes are an integral part of these financial statements.
 
F-3
MOJO SHOPPING, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (unaudited)
 
 
 
 
For the Three Months Ended
December 31,
  
From Inception
on August 2,
2007 Through
December 31,
 
2008
  
2007
  
2008
           
OPERATING ACTIVITIES
          
           
Net income (loss)
 $ (11,378)   $ (18,813)   $ (95,549)
Adjustments to Reconcile Net Loss to Net
                
Cash Used by Operating Activities:
                
Depreciation and amortization
   12     -     87
Changes in operating assets and liabilities:
                
 Deposits
   -     (1,000)     (348)
Accounts payable and accrued expenses
   11,170     11,386     64,286
Due to officer
   50     224     274
                 
Net Cash Used in Operating Activities
   (146)     (8,203)     (31,250)
                 
INVESTING ACTIVITIES
                
                 
Purchase of software
   -     -     (248)
                 
Net Cash Used in Investing Activities
   -     -     (248)
                 
FINANCING ACTIVITIES
                
                 
Issuance of common stock
   -     -     31,600
                 
Net Cash Provided by Financing Activities
   -     -     31,600
                 
NET INCREASE (DECREASE) IN CASH
   (146)     (8,203)     102
                 
CASH AT BEGINNING OF PERIOD
   248     26,436     -
                 
CASH AT END OF PERIOD
 $ 102   $ 18,233   $ 102
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                
                 
CASH PAID FOR:
                
Interest
 $ -   $ -   $ -
Income Taxes
 $ -   $ -   $ -
 
The accompanying notes are an integral part of these financial statements.
MOJO SHOPPING, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008 and September 30, 2008

1.      CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2008 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2008 audited financial statements.  The results of operations for the periods ended December 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

2.       GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $95,549 as of December 31, 2008.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 
 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Company Overview

We were incorporated on August 2, 2007, in the state of Delaware for the purpose of developing, promoting, and expanding our online retail business.

We are in the business of online retailing. Specifically, we have created our website, www.mojoshopping.com (“mojoshopping.com”). Through our site, we have sold products, such as furniture, design accessories, art, clothing, music, and a variety of environmentally friendly products, all of which are designed to appeal to the tastes of young, socially conscious professionals.

Ivona Janieszewski is our President, Secretary, Chief Executive Officer, Chief Financial Officer, and sole director.

 
Results of Operations for the three months ended December 31, 2008 and 2007 and for the Period from August 2, 2007 (Date of Inception) until December 31, 2008

We generated $0 of Gross Revenue for the three months ended December 31, 2008, compared with $1,693 of Gross Revenue for the three months ended December 31, 2007.  We generated $2,507 of Gross Revenue for the period from August 2, 2007 (Date of Inception) until December 31, 2008.

For the three months ended December 31, 2008, we had $0 in sales discounts, Cost of Goods Sold of $36, and Operating Expenses of $11,342, resulting in a Net Loss of $11,378 for the period. Our Operating Expenses for the three months ended December 31, 2008 were primarily due to General and Administrative Expenses of $11,330.

For the three months ended December 31, 2007, we had $60 in Sales Discounts, Cost of Goods Sold of $1,430, and Operating Expenses of $19,063. Our Operating Expenses for the period included General and Administrative expenses of $16,054 and Advertising and Promotion Expenses of $3,009. Our Interest and Other Income was $27 for the three months ended December 31, 2007. Thus, our Net Loss for the period was $18,813.

For the period from August 2, 2007 (Date of Inception) until December 31, 2008, our Sales Discounts were $60, Cost of Goods Sold was $4,664, and Operating Expenses were $93,471. Our Operating Expenses were primarily composed of General and Administrative Expenses of $81,767 and Advertising and Promotion Expenses of $11,617. Our Interest and Other Income was $139 for the period from August 2, 2007 (Date of Inception) until December 31, 2008. Thus, our Net Loss for the period was $95,549.

Liquidity and Capital Resources

As of December 31, 2008, we had total current assets of $102, consisting entirely of cash. Our total current liabilities as of the three months ended December 31, 2008 were $64,560.  Thus, we have a working capital deficit of $64,458, as of December 31, 2008.

Operating Activities used $146 in cash for the three months ended December 31, 2008, $8,203 for the three months ended December 31, 2007, and $31,250 for the period from August 2, 2007 (Date of Inception) until December 31, 2008.  Our net losses of $11,378, $18,813 and $95,549 for those respective periods were the primary components of our negative operating cash flow for the periods, offset by Accounts Payable and Accrued Expenses.

Investing Activities neither used nor generated cash for the three month periods ended December 31, 2008, and December 31, 2007. Investing Activities used $248 in cash during the period from August 2, 2007 (Date of Inception) until December 31, 2008.

Financing Activities neither used nor generated cash for the three month periods ended December 31, 2008, and December 31, 2007. Investing Activities generated $31,600 in cash during the period from August 2, 2007 (Date of Inception) until December 31, 2008, as a result of a private offering of equity securities.

As of December 31, 2008, we had $102 in cash.  Therefore, we will need to raise additional funds during the next twelve months in order to execute on our business plan.

 
Although our principal has no legal obligation to infuse additional capital, it is anticipated that our principal will do so as reasonably necessary by providing short-term demand loans carrying a market interest rate should it become necessary.  We anticipate that we may have to raise additional capital to meet our financial requirements over the next twelve months.

Off Balance Sheet Arrangements

As of December 31, 2008, there were no off balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate our continuation as a going concern.  However, we have accumulated deficit of $95,549 as of December 31, 2008. We currently have limited liquidity, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position ourselves so that we may be able to raise additional funds through the capital markets. In light of our efforts, there are no assurances that we will be successful in this or any of our endeavours or become financially viable and continue as a going concern.


Evaluation of Disclosure Controls and Procedures
 
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of December 31, 2008, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2008.
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Ms. Ivona Janieszewski, our Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting.   Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2008 as the result of a material weakness.   The material weakness results from significant deficiencies in internal control that collectively constitute a material weakness.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.   The Company had the following significant deficiencies at December 31, 2008 :
 
·  
The company is effectively insolvent, and only has one employee to oversee bank reconciliations, posting payables, and so forth, so there are no checks and balances on internal controls.

Remediation of Material Weakness

We are unable to remedy our internal controls until we are able to locate another business opportunity, or receive financing to hire additional employees.  At this time, we are effectively not a going concern.

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
 

PART II – OTHER INFORMATION


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


A smaller reporting company is not required to provide the information required by this Item.


None


None


No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended December 31, 2008.


None



 
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 Shopping, Inc.
   
Date:
July 27, 2010
   
 
By:       /s/Ivona Janieszewski                                           
             Ivona Janieszewski
Title:    Chief Executive Officer and Director