SB-2

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MOJO ENTERTAINMENT INC.

(Name of Small Business Issuer in its charter)

NEVADA	7373	86-1098668
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1109 7^TH Court, Fox Island, WA 98333

(253) 549-4336

(Address and telephone number of principal executive offices)

1281 Wayne Ave., San Jose, CA  95131

408-436-8885

(Address of principal place of business or intended principal place of business)

Stevenson Management Group, Inc.

9750 Peace Way #2090, Las Vegas, NV 89147

(702) 876-2522

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: The proposed date of sale will be as soon as practicable after the Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

Calculation of Registration Fee

Title of each Class of Securities To be Registered	Shares to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common	1,046,000	$0.10	$104,600	$26.00

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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MOJO ENTERTAINMENT INC.

SELLING STOCKHOLDERS' PROSPECTUS

Securities Being Offered	Up to 1,046,000 Shares Of Common Stock. The offering price will be determined by market factors and the independent decisions of the selling shareholders. The maximum offering price for the securities offered by selling shareholders will be $.20, based on the latest price paid by existing shareholders.
Minimum Number of Shares To Be Sold in This Offering	None
Securities Issued and to be Issued	All of the common stock to be sold under this prospectus will be sold by existing shareholders.

There is currently no public market for the common stock. Therefore, the selling shareholders will sell their stock at $0.10 per share until the close of the offering.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This offering involves a high degree of risk; see RISK FACTORS, beginning on page 5, to read about factors you should consider before buying shares of the common stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

Item In Form SB-2 Prospectus Caption	Page No.
Front Of Registration Statement And Outside Front Cover Page Of Prospectus
Inside Front And Outside Back Cover Pages Of Prospectus
Summary Information And Risk Factors	4
Risks Related To Mojo Entertainment Inc	5
Use Of Proceeds	9
Determination Of Offering Price	9
Dilution	9
Selling Security Holders	9
Dividend Policy	12
Plan Of Distribution	12
Legal Proceedings	13
Directors, Executive Officers, Promoters And Control Persons	13
Security Ownership Of Certain Beneficial Owners And Management	14
Description Of Securities	15
Interest Of Named Experts And Counsel	17
Disclosure Of Commission Position On Indemnification For Securities Act Liabilities	17
Organization Within Last Five Years	18
Description Of Business	18
Description of Property	20
Management's Discussion And Analysis Or Plan Of Operation	20
Certain Relationships And Related Transactions	22
Market For Common Equity And Related Stockholder Matters	22
Executive Compensation	23
Financial Statements	23
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	34
Indemnification Of Directors And Officers	34
Other Expenses Of Issuance And Distribution	35
Recent Sales Of Unregistered Securities	35
Exhibits	37
Undertakings	38
Signatures	39

Until ________ all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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SUMMARY INFORMATION AND RISK FACTORS.

Prospectus Summary. The following summary is only a shortened version of the more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety.

SUMMARY

This is a public offering of up to 1,046,000 shares of common stock of Mojo Entertainment, Inc. These shares are being offered by selling shareholders listed in this prospectus. The shares were acquired by the selling shareholders directly from the Company in private offerings that were relied upon as being exempt from registration under the US Securities laws.

There is no established market for the Company's securities. Further, though the Company will endeavour to establish a public market for its securities, no assurance can be given that a trading market will develop or be maintained in the securities of the Company in the future.

The Company is in the business of developing video game products for the Coin-Op Arcade, Consumer, and Online Video Game industries. The Company was formed for the purposes of creating and establishing a Classic Arcade Online Tournament website. The MoJo Entertainment Online Classic Arcade site will be a subscriber based online tournament system, where classic arcade games are played via emulation. There is a monthly subscription fee to be a member where the member can play/practice an unlimited number of games for an unlimited time. Tournament prize pools are daily, weekly, and monthly, with a fee of $0.99 to enter into any tournament. Unless otherwise indicated, all dollar amounts in this Prospectus are reflected in United States dollars.

Our principal executive offices are located at 1109 7^th Court, Fox Island WA 98333 and our phone number is 253-549-4336. Our principal business office is located at 1281 Wayne Ave., San Jose, CA 95131 and its phone number is 408-436-8885.

The Offering

Common Stock Offered for Resale                     1,046,000 shares

Securities to be outstanding after this offering       3,261,000 shares

Use of Proceeds

We will not receive proceeds from the resale of the Common Stock described in this Prospectus.

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SUMMARY FINANCIAL INFORMATION

The following is a summary of our financial information and is qualified in its entirety by our audited consolidated financial statements included elsewhere in this Prospectus.

Revenues

The Company has no operating sales contracts to date and therefore has no revenue.

Operating Expenses

Operating expenses include consulting and audit fees, and miscellaneous office expenses, and totaled $18,585 for the six months ended June 30, 2004.

Income Taxes

The Company does not anticipate having to pay income taxes in 2004, due to our absence of net profits.

Capital and Liquidity

As of June 30, 2004 we had total current assets of approximately $45,701 and total current liabilities of approximately $1,196 resulting in working capital of approximately $44,505.

During the six months ended June 30, 2004 the Company received $63,050 in cash from the sale of its common stock.

We had cash on hand as of June 30, 2004 of $43,201. We have sufficient cash to meet our short-term needs but we will require additional cash, either from financing transactions or operating activities, to meet our long-term goals. There can be no assurance that we will be able to obtain additional financing, either in the form of debt or equity, or that, if such financing is obtained, it will be available to us on reasonable terms. If we are able to obtain additional financing or structure strategic relationships in order to fund existing or future projects, existing shareholders will likely experience further dilution of their percentage ownership of the Company.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should carefully consider the following information about those risks, together with the other information contained in this prospectus and any other filings we make with the United States Securities and Exchange Commission before you decide whether to buy our shares. Should any one or more of these risks actually materialize the results of our operations and our financial condition would likely suffer. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

The Penny Stock Reform Act (Securities Exchange Act Sect. 3(a)(51A)) defines a penny stock as an equity security that is not registered on a national stock exchange or authorized for quotation on NASDAQ, and that sells for under $5.00 per share. Mojo Entertainment Inc. will be considered

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a penny stock under said Act. Since Mojo Entertainment Inc. stock will be considered a penny stock, a broker-dealer is required to provide a risk disclosure statement to a customer prior to recommending the sale of its stock. This could severely limit the ability to create a market for shares of Mojo Entertainment Inc.'s stock.

Risk Factors Related to Mojo Entertainment Inc

An investment in shares of our common stock is very risky. You should carefully consider the following factors as well as the other information contained and incorporated by reference in this prospectus before deciding to invest.

Risks Relating to This Offering

Limited Operating History; Lack Of Operating Revenue; Early Stage Of Exploration

Mojo Entertainment, Inc., a Nevada corporation ("Company"), was organized on December 29, 2003. The business office of the Company is located at 1281 Wayne Ave., San Jose, CA  95131. The Company operates on the calendar fiscal year. Currently, the Company has no employees and is being operated by the directors. The Company is in its initial stages of development with no revenues or income and is subject to all the risks inherent in the creation of a new business. Since the Company's principal activities to date have been limited to organizational activities, prospect development, and acquisition of leasehold interests, it has no record of any revenue-producing operations. Consequently, there is no operating history upon which to base an assumption that the Company will be able to achieve its business plans.

We Are Dependent Upon Financing Activities to Fund Our Operations

The funds available to the Company from the first two private offerings (see Part IIRecent Sales of Unregistered Securities) will be adequate for it to develop the concept in the areas in which it intends to operate. The Company has approximately $44,505 working capital. The Company's continued operations therefore will depend upon its ability to raise additional funds through bank borrowings, equity or debt financing, or asset sales. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities. If additional shares were issued to obtain financing, current shareholders may suffer a dilutive effect on their percentage of stock ownership in the Company. If we are unable to raise capital from the sale of securities, loans, or industry partnerships in the future, we will have to scale back our operations and may, at some point, become insolvent.

We are Dependent Upon Certain Officers, Key Employees, and Consultants

The Company is substantially dependent upon the efforts of a few key officers, directors, and consultants to the Company. Should any of these individuals cease to be affiliated with the Company for any reason before qualified replacements could be found, there could be material adverse effects on the Company's business and prospects. The Company's management team is small and has limited experience in establishing and managing large-scale operations. There can

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be no assurance, that if the Company is able to generate increased revenues, that the management will be able to manage such growth. We are dependent on the services of Robert DeKett (President) and Kevin M. Murphy, the Chief Operating Officer of Mojo Entertainment, Inc. We are also dependent on certain key employees in connection with our business activities. The loss of one or more of these individuals could materially and adversely impact our operations. We have not entered into employment agreements with any of these individuals, and do not maintain key-man life insurance on any Mojo officers or employees.

We Are Thinly Staffed

The day-to-day activities are being executed by the directors of the Company. Unless and until additional employees are hired, our attempt to manage our projects and obligations with such a limited staff could have serious adverse consequences, including without limitation, a possible failure to meet a material, contractual, or SEC deadline, or a possible failure to consummate investment or acquisition opportunities.

The Internet Video Game Industry Is Highly Competitive, and We Are At a Competitive Disadvantage

The Online Classic Arcade industry is highly competitive. Most of our current and potential competitors have far greater financial resources and a greater number of experienced and trained managerial and technical personnel than we do. We can provide no assurance that we will be able to compete with, or enter into cooperative relationships with any such firms.

Other Risks Relating To The Common Stock

Most of our outstanding shares will be free trading and, if sold in large quantities, may adversely affect the market price for our common stock.

1,046,000 of the 3,261,000 shares of common stock issued and outstanding as of August 31, 2004 will be free trading or are eligible for resale under Rule 144 under the Securities Act. Although the resale of certain of these shares may be subject to the volume limitations and other restrictions under Rule 144, the possible resale of the remaining shares may have an adverse effect on the market price for our common stock.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

The Company's authorized but unissued capital stock consists of 71,739,000 shares of common stock. There are no shares of preferred stock issued or authorized. One effect of the existence of authorized but unissued capital stock may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby to protect the continuity of the Company's management. If, in the due exercise of its fiduciary obligations, for example, the Board of Directors were to determine that a takeover proposal was not in the Company's best interests, such shares could be issued by the Board of Directors without stockholder approval in one or more private placements or other transactions that might prevent, or render more difficult or costly, completion of the takeover transaction by diluting the voting or other rights of the

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proposed acquirer or insurgent stockholder or stockholder group, by creating a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent Board of Directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

We Have No Warrants, Options and Debentures Outstanding

As of June 30, 2004 there are no outstanding warrants and options to purchase common stock of the Company. Should the Company choose to offer incentive options to its key employees, the existence of these options may hinder our future equity offerings, and the exercise of these options would further dilute the interests of all of our shareholders. Future resale of the shares of common stock issuable on the exercise of warrants and options may have an adverse effect on the prevailing market price of our common stock. Furthermore, the holders of warrants and options may exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.

We Have The Right To, and Expect to, Issue Additional Shares of Common Stock Without Shareholder Approval.

Mojo Entertainment Inc has authorized capital of 75,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock. As of August 31, 2004, there were 3,261,000 shares of common stock issued and outstanding. Our board of directors has authority, without action or vote of our shareholders, to issue all or part of the authorized but un-issued shares. Any issuance of shares described in this paragraph will dilute the percentage ownership of our shareholders and may dilute the book value of the common stock.

We Have Not Paid Any Dividends and Do Not Expect To Pay Dividends In the Near Future

We have not paid, and do not plan to pay, dividends on our common stock in the foreseeable future, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to shareholders.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth above, as well as the other information contained in this prospectus. This prospectus contains forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the "risk factors" section and elsewhere in this prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this prospectus.

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USE OF PROCEEDS

We will realize no proceeds from the sale by selling shareholders of the shares covered by this registration statement. Since no new shares are being issued as a result of this offering, there is no dilution to the current shareholders.

DETERMINATION OF OFFERING PRICE

Mojo Enterprises, Inc. will not determine the offering price of the common stock. The offering price will be determined by market factors and the independent decisions of the selling shareholders. See Plan of Distribution below.

DILUTION

Since no new shares are being issued as a result of this offering, there is no dilution to the current shareholders.

SELLING SHAREHOLDERS

The Selling Shareholders are offering hereby a total of up to 1,046,000 shares of our Common Stock. The following table sets forth certain information with respect to the Selling Shareholders as of August 31, 2004.

The Selling Shareholders are not currently affiliates of the Company, and have not had a material relationship with the Company during the past ninety days.

Name of Beneficial Owner of Common Shares Offered for Sale in this Offering	Address of Beneficial Owner of Common Shares Offered for Sale in this Offering	Number of Shares Held Prior to Offering	Maximum Number of Common Shares Offered for Sale in this Offering	Number of Shares at Close of Offering
Warren Brown	72 Inverness Dr., SE Calgary AB, Canada T2Z 3E4	140000	140000	0
Konstantine Tsakumis	3238 Vine St., Vancouver, B.C. Canada V6L 3G6	2,000	2,000	0
Diane Tsakumis	3238 Vine St., Vancouver, B.C. Canada V6L 3G6	2,000	2,000	0
Brian Cole	405 - 1680 Balsom St., Vancouver, B.C. Canada V6K 3M1	10,000	10,000	0
Benjamin Taylor	2101 - 1022 Nelson St.,
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	Vancouver, B.C. Canada V6E 4S7	5,000	5,000	0
Steve Clare	1238 Seymour St., Apt. 711, Vancouver, B.C. Canada V6B 6J3	2,000	2,000	0
Ninan Thampy	15806 96th Ave., Surrey, B.C. Canada V4N 2L6	10,000	10,000	0
Simon Chen	6097 Service St., Burnaby B.C. Canada V5H 1V7	10,000	10,000	0
Lauren Militzer	13849 24th Ave., Surrey, B.C. Canada V4A 2H1	5,000	5,000	0
Edward Militzer	13849 24th Ave., Surrey, B.C. Canada V4A 2H1	5,000	5,000	0
Lokesh Chaudry	9474-153 ST., Surrey B.C. Canada V3R 9C7	10,000	10,000	0
Shyang-Jiun Kong	5108 Georgia St., Burnaby, B.C. Canada V5B 1V1	20,000	20,000	0
Susan Kong	5108 Georgia St., Burnaby, B.C. Canada V5B 1V1	40,000	40,000	0
Jessie Dusangh	11050 Southridge Rd Delta B.C. Canada V4E 3M3	50,000	50,000	0
Karen Desangh	11050 Southridge Rd Delta B.C. Canada V4E 3M3	10,000	10,000	0
Perry Yuen	5742 Sherbrooke St., Vancouver, B.C. Canada V5W 3M9	10,000	10,000	0
Gary Chong	4689 - 36th Ave, Delta, B.C. Canada V4K 3N2	180,000	180,000	0
Richard Wittstock	#502 - 1228 W. Hastings St., Vancouver, B.C. Canada V6E 4S6	40,000	40,000	0
Karen Bradley	202 - 1388 Homer St., Vancouver, B.C. Canada V6B 6A7	10,000	10,000	0
Steven Vereschagin	5345 Laurel Dr, Delta, B.C. Canada V4K 3S4	10,000	10,000	0
Hugo Park	6888 Cartier St., Vancouver, B.C. Canada V6P 6S2	10,000	10,000	0
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Nancy Chong	5345 Laurel Dr, Delta, B.C. Canada V4K 3S4	10,000	10,000	0
Coastal Asset Management	555 Burrard St., 9th Floor, Vancouver, B.C. Canada V7X 1M8	200,000	200,000	0
Lloyd Jeffs	5218 Walnut Place, Delta, B.C. Canada V4K 3B4	5,000	5,000	0
Joyce Chong	5218 Walnut Place, Delta, B.C. Canada V4K 3B4	5,000	5,000	0
Mike Flowerdew	2158 Tower Court, Port Coquitlam, B.C. Canada V3C 5E3	5,000	5,000	0
John Bevilaqua	#1008 - 819 Hamilton St., Vancouver, B.C. Canada V6B 6M2	5,000	5,000	0
Jeff Sundar	#601 - 1226 Hamilton St., Vancouver, B.C. Canada V6B 6M2	5,000	5,000	0
Brad Stuit	334 Moyne Dr., West Vancouver, B.C. Canada V7S 1J5	100,000	100,000	0
Bruce Hannan	125 Somerset Pk., S.W. Calgary, AB Canada T2Y 3H5	10,000	10,000	0
Hugh Scarlett	5155 Cumberland Ave., Montreal Quebec, Canada H4V 2X7	20,000	20,000	0
Robert Stocks	3 Commanche Dr., Ottawa, ON Canada K2E 6E8	20,000	20,000	0
Amanda Polak	#204- 2555 West 4th Ave., Vancouver, B.C. Canada V6KK 1P5	20,000	20,000	0
Jarrett Guy	2101 - 1022 Nelson St., Vancouver, B.C. Canada V6E 4S7	5,000	5,000	0
Tammy Seibel	F- 1111 Marinaside Cres., Vancouver, B.C. Canada V6Z 2Y3	5,000	5,000	0
Farham Rhemtulla	#301 - 212 Davie St., Vancouver, B.C. Canada V6B 5Z4	5,000	5,000	0
Jay Senick	#2102 - 1288 W. Cordova St., Vancouver, B.C. Canada V6C 3L2	20,000	20,000	0
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Hanif Virani	7331 Williams Rd., Richmond., B.C. Canada V6E E3A	5,000	5,000	0
Wade Peckham	F- 1111 Marinaside Cres., Vancouver, B.C. Canada V6Z 2Y3	5,000	5,000	0
Steve Rowles	#210 - 1410 Maple St., Vancouver, B.C. Canada V6J 3R9	10,000	10,000	0
Derrick Lewis	804 18th Ave. SW Calgary AB T2T 0G8	5,000	5,000	0

DIVIDEND POLICY

We have not paid dividends on our common stock, and we do not have retained earnings from which to pay dividends. Even if we were able to generate the necessary earnings, it is not anticipated that dividends will be paid in the foreseeable future, except to the extent required by the terms of any cumulative preferred stock that may be authorized and issued in the future.

PLAN OF DISTRIBUTION

The Selling Shareholders are free to offer and sell their common shares at such times, in such manner and at such prices as they may determine. The types of transactions in which the common shares are sold may include transactions in the over-the-counter market (including block transactions), negotiated transactions, the settlement of short sales of common shares, or a combination of such methods of sale. The sales will be at market prices prevailing at the time of sale or at negotiated prices. Such transactions may or may not involve brokers or dealers. The Selling Shareholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its securities. The Selling Shareholders do not have an underwriter or coordinating broker acting in connection with the proposed sale of the common shares.

The Selling Shareholders may effect such transactions by selling common stock directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commission from the Selling Shareholders. They may also receive compensation from the purchasers of common shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

Each Selling Shareholder is, and any broker-dealer that acts in connection with the sale of common shares may be deemed to be, an "underwriter" within the meaning of Section 2(11) of the Securities Act. Any commissions received by such broker-dealers and any profit on the resale of the common shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions.

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Because the Selling Shareholders are "underwriters" within the meaning of Section 2(11) of the Securities Act, they will be subject to prospectus delivery requirements.

We have informed the Selling Shareholders that the anti-manipulation rules of the SEC, including Regulation M promulgated under the Securities and Exchange Act, may apply to their sales in the market and have provided each Selling Shareholder with a copy of such rules and regulations.

The Selling Shareholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities and Exchange Act, provided it meets the criteria and conforms to the requirements of such Rule.

LEGAL PROCEEDINGS

Mojo Entertainment, Inc. is currently not a party to any legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Set forth below is the name and age of each individual who was a director or executive officer of Mojo Entertainment Inc as of August 31, 2004, together with all positions and offices of the Company held by each and the term of office and the period during which each has served:

Name	Age	Position with the Company	Term Of Office
Robert DeKett	50	President/Director	Inception (December 29, 2003) to present
Kevin M. Murphy	57	CFO/Director	Inception (December 29, 2003) to present
K. Sean Liebscher	32	Director	January 20, 2004 to present

Biographical Information

The following paragraphs set forth brief biographical information for each of the aforementioned directors and executive officers:

Robert DeKett, Director/President.

Mr. DeKett age 50 has over 15 years in the Coin-Op & Consumer Video game and Multimedia industries. As technologist and Business Development professional, he has negotiated licensing agreements, procurement agreements, manufacturing agreements and sales agreements on high executive levels throughout the USA, Europe and Asia, with companies like SEGA, Namco, Universal, Merit Industries, Sci, Sony, Microsoft and others. Bob has lectured and conducted seminars at numerous industry conferences and trade shows on topics ranging from Game Design and Porting to Game Hardware platforms.

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Kevin M. Murphy, Director/CFO.

Mr. Murphy, age 58, is an International Consultant, with many years of Executive Management experience in Corporate Re-organization, Finance, Administration and New Business Development. He serves on the Board of Directors of several Public Companies listed on various US stock exchanges. Mr. Murphy serves as President and CEO of Wannigan Capital Corp. (WGAN-Pinks), the parent company of Wannigan Ventures Inc and Wannigan Mining Corp. He has served as President and CEO of First National Power Corp. (FNPR-OTC BB). Mr. Murphy serves as President/CEO and Chairman of the Board of Directors of Greenleaf Forum International, Inc, a private Investment Banking firm. Mr. Murphy became CEO and Chairman of the Board of Absolute Future .Com, Inc. on August 15, 2001 He applied for re-organization for Absolute Future.Com through the Federal Bankruptcy Courts January 31, 2002. Mr. Murphy filed Bankruptcy in June of 2001.; Chairman of the Board and Chief Executive Officer of Lyon Capital Venture Corp (LYCV/Pinks) (formerly AllWest Systems International-(ALLW/Pinks); and is CEO and Chairman of the Board of Masterpiece Technology, Inc. currently in re-organization. Mr. Murphy is also CEO and President of a private company, OFG Oil and Gas, in the American oil industry. Mr. Murphy is an Alumnus of The University of California (UCLA), Los Angeles School of Economics and the California State University (CSULA) at Los Angeles's School of Business, and is an Alumni of Sigma Alpha Epsilon

K. Sean Liebscher, Director.

Mr. Liebscher, age 32, Mr. Liebscher started his business career with Blockbuster Video Buffalo NY before transferring to Sacramento CA. He joined MUSICLAND group, inc. a subsidiary of Minneapolis-based The Musicland Group, Inc. a subsidiary of Sun Capital Partners, a Boca Raton, Florida based private equity firm, the nation's leading specialty retailer of pre recorded entertainment software products. Musicland and its subsidiaries operate more than 1,000 stores operating under 3 individual marquees, Sam Goody Music , SunCoast Videos and Media Play and Mr. Liebscher was directly responsible for a staff of 15. Mr. Liebscher was Marketing Manager for US & Foreign Communications and was directly responsible for the creation of promotional materials, coordination of convention events, and public relations for the Electric Car Company, a division of ETC Industries Ltd., a Public Company. An Alumnus of Erie College, Buffalo NY where his principal focus was Business administration, Alumnus of American River College, Business Administration in Management and an Alumnus California State University at Hayward.

K. Sean Liebscher is currently an Assistant Vice-President for one of Americas largest Banking Institutions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's officers, directors, and persons who own more than five percent of the Company's common stock as of August 31, 2004. Under relevant provisions of the Exchange Act, a person is deemed to be a "beneficial owner" of a security if he or she has or shares the power to vote or direct the voting of the security or the

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power to dispose or direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership in 60 days. More than one person may be deemed to be a beneficial owner of the same securities. The percentage ownership of each stockholder is calculated based on the total number of outstanding shares of our common stock as of June 30, 2004.

The table is based upon information provided by our directors and executive officers.

Amount and Nature of Beneficial Ownership as of June 30, 2004.

Name of Beneficial Owner of Common Shares	Address of Beneficial Owner of common Shares	Number of Common Shares Owned	Percentage of Issued and Outstanding Common Shares
Robert DeKett (1)	1716 Ringwood Avenue, San Jose, CA  95131	700,000	21.46%
GreenLeaf Forum Investment Group Inc (2)	1109 7th Court, Fox Island WA 98333	1,400,000	42.93%
K. Sean Liebscher (1)	#30C2 - 952 SW Campus Way Federal Way, WA 98023	105,000	03.21%
Coastal Asset (3) Management Ltd	555 Burrard St., 9th Floor, Vancouver, B.C. Canada V7X 1M8	200,000	06.13%
All officers and directors as a group (3 persons)		2,405,00	73.73%

(1) Mr. Robert DeKett and Mr. K. Sean Liebscher are Directors of the Company and Mr. DeKett serves as President.

(2) Mr. Kevin M. Murphy owns a majority of the stock of GreenLeaf Forum Investment Group Inc. Mr. Murphy is also a Director and is CEO of the Company.

(3) Coastal Asset Management Ltd is a Corporation whose majority shareholder is Mr. Jason Sundar.

DESCRIPTION OF SECURITIES

General

The following description of the capital stock of the Company and certain provisions of the Company's Articles of Incorporation and Bylaws is a summary and is qualified in its entirety by

15

the provisions of the Articles of Incorporation and Bylaws.

The Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, with a par value of $0.001. The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of the Company available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights: (a) cumulative or special voting rights; (b) preemptive rights to purchase in new issues of Shares; (c) preference as to dividends or interest; (d) preference upon liquidation; or (e) any other special rights or preferences. In addition, the Shares are not convertible into any other security. There are no restrictions on dividends under any loan other financing arrangements or otherwise. See a copy of the Articles of Incorporation and Bylaws of the Company, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form SB-2. As of the date of this Form SB-2, the Company had 3,261,000 of common stock outstanding.

Non-Cumulative Voting.

The holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining Shares will not be able to elect any of the Company's directors.

Common Stock

The Common Stock holders have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the assets of the Company available for distribution to the holders of shares of Common Stock upon the liquidation, dissolution or winding up of the affairs of the Company. Except as described herein, no pre-emptive, subscription, or conversion rights pertain to the Common Stock and no redemption or sinking fund provisions exist for the benefit thereof. All outstanding shares of Common Stock offered hereby will be duly authorized, validly issued, fully paid and non-assessable.

As a consequence of their ownership of Common Stock, the current stockholders of the Company will continue to control a majority of the voting power of the Company and, accordingly, will be able to elect all of the Company's directors.

Preferred Stock

There are no Preferred shares authorized or issued.

Employee Stock Option Plan

The Company does not have an Employee stock Option Plan at this time.

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Transfer Agent

Stalt, Inc., 848 Tanager St., Ste N, Incline Village, NV 89541 will serve as Transfer Agent for the shares of Common Stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Parsons Law Firm, of Bellevue, Washington, in independent legal counsel, has provided an opinion on the validity of Mojo Entertainment Inc.'s common stock.

The consolidated balance sheets of Mojo Entertainment Inc of December 31, 2003 and June 30, 2004, and the statements of operations, stockholders' equity, and cash flows for the year in the period ended December 31, 2003 and the six month period ending June 30, 2004, included in this Prospectus and Registration Statement, have been included herein in reliance on the report of Child, Sullivan & Company, PC, independent certified public accountants, given on the authority of that firm as experts in auditing and accounting. That report, dated September 7, 2004, contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern, as described in Note 5 to those financial statements.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 (the "Act") is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

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ORGANIZATION WITHIN LAST FIVE YEARS

DESCRIPTION OF BUSINESS

General

The Company is in the business of developing video game products for the Coin-Op Arcade, Consumer, and Online Video Game industries. The Company was formed for the purposes of creating and establishing a Classic Arcade Online Tournament website. The MoJo Entertainment Online Classic Arcade site will be a subscriber based online tournament system, where classic arcade games are played via emulation. There is a monthly subscription fee to be a member where the members can play/practice an unlimited number of games for an unlimited time. Tournament prize pools are daily, weekly, and monthly, with a fee of $0.99 to enter into any tournament. Unless otherwise indicated, all dollar amounts in this Prospectus are reflected in United States dollars.

Marketing

MoJo Entertainment will be inviting 5 major publishers (Namco, Atari, Midway, Konami, Taito plus other minor publishers) to participate. MoJo intends to enter into exclusive agreements with these publishers, allowing MoJo to become the only online game site to offer selected classic arcade games from these publishers to be played in a tournament mode for cash prizes. These exclusive agreements will allow MoJo to completely set itself apart from any other online game website including those who offer cash prizes. In addition, the MoJo Online Classic Arcade intends to offer products to its members that include arcade style control panels for real arcade play for all the MoJo classic games as well as a consumer version arcade video game cabinet that includes 24 classic arcade titles called Legends of the Arcade. MoJo also intends to offer classic game update packs for the Legends of the Arcade home unit. The Company has not yet secured these contracts.

MoJo Entertainment's market is every classic games player worldwide who own PC's. Just like there are classic rock radio stations, television shows about classic rock or class era's e.g. VH-I "Where are the 70' and 80's?" there is an enormous demand for classic games in the home and in the arcades. With the emergence of online video gaming, a new market has been born that reaches everyone with the ability to go online. Today there are 606.6 million people who use the Internet. According to access statistics and game buying patterns researched by the IDSA and research analysts at groups such as Forrester, DFC Intelligence, and Dataquest, there are at least 100 million people in the U.S. who play some form of video or computer game occasionally.

MoJo Entertainment addresses a growing market that will exceed $2 billion by 2006, and will strive to become the dominant website for online classic video game tournaments. The Company is actively engaged with top target customers and partners. Our current classic game website and tournament system are unique, as MoJo intends to be the only site that will offer classic video games for tournament prize payout through licenses with the game publishers. The Company has not yet secured the contracts.

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MoJo Entertainment will employ a Public Relations Director and a Graphic Designer/Artist to provide the necessary exposure of MoJo Entertainment in trade publications, trade show events, and web links through publishing partners.

Management has identified 3 major revenue streams:

1. Monthly membership subscription fees of $4.95 per member

3. Tournament gameplay - members will have the opportunity to enter Daily, Weekly and Monthly tournaments with cash prize payouts. In order to participate, members must pay $0.99 for each entry. Members may enter tournaments at any time and entry is unlimited.

5. The MoJo Entertainment website will also offer other products related to the video game industry such as arcade control panels. These control panels will plug directly into the user's/member's PC allowing them to play video games as if they were in an arcade environment using actual arcade controls. Arcade Control Panels will be priced at $125 each and offered in 4 different models. MoJo also intends to offer Legends of the Arcade, which is a home version upright arcade video game machine. Legends of the Arcade will hold 24 classic video games and will have the ability to have games added through game packs, available through the MoJo website and consumer video game publications. Our website is currently under construction and is estimated to be completed by November 15, 2004

Prototype/proof of concept website is in development. Access is by password for viewing and game-play by potential investors.

Outlook

MoJo Entertainment Inc. is a start-up company born out of the vision of two video game industry veterans, Bob DeKett and David Foley with veteran entrepreneur Kevin Murphy. Both DeKett and Foley have each over 20 years experience in the arcade and consumer video game industries. In the past 6 years, DeKett and Foley have successfully licensed over 250 classic video games with companies like Namco, Capcom, Taito, Universal, Midway, Atari, and Tecmo in order to release the highly successful coin-op arcade video game UltraCade. UltraCade is a multi-game coin-op arcade system. It consists of 86 classic video game titles that are emulated as they were originally played. With the success of UltraCade, the members who originally developed UltraCade have come together to form MoJo Entertainment Inc, MoJo Entertainment intends to offer the same timeless, classic and popular games as the successful UltraCade but will offer tournament cash prizes to a worldwide classic gamers audience.

Competition

The Company will compete against established companies with significantly greater financial, marketing, research and development, personnel, and other resources than the Company. Such

19

competition could have a material adverse effect on the Company's profitability.

Government Regulation

There are no Government regulations regulating the Online Video Game industry at this time.

Employees

The Company does not have any full time employees at this time. All management activities are undertaken by the company's Officers and Directors.

Insurance

The Company does not have Insurance coverage at this time.

Intellectual Property

The Company has substantial intellectual property related primarily to operating software. As of the date of this filing, none of this has received patent or copyright protection.

Reports to Security Holders

We will be filing this Form SB2 with the Commission and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act. These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

DESCRIPTION OF PROPERTY

The Company does not own or lease any property at this time. The Company's executive officers are located at 1109 7^th Court, Fox Island, WA 98333, telephone number 253-549-4336. Our primary business address is located at 1281 Wayne Ave., San Jose, CA 95131, phone number 408-436-8885. Mojo Entertainment, Inc. is supplied office space by Kevin M. Murphy and Bob DeKett at no charge to the Company during its Development Stage

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE JUNE 30, 2004 FINANCIAL STATEMENTS AND THE RELATED NOTES ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE

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RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS," "BUSINESS" AND ELSEWHERE IN THIS PROSPECTUS. SEE "RISK FACTORS."

The operational plan of MoJo Entertainment is to use its proprietary intellectual properties and software development expertise to create new games and to partner with industry leaders to bring these products to market in the fastest and most economical manner possible. Our current products in development are innovative and unique, while cost-effectively solving issues in technology areas.

Products

1. UltraPin - This multi-game Video pinball game in development will allow players to choose from a menu of classic pinball games. The games will be played on a 42" Hitachi flat screen monitor mounted in an enclosure like a conventional pinball machine with marquee. Using a proprietary 3D software engine with force feedback, players will view their games in a holographic 3D look and be able to feel the flippers, tilt and bumpers of conventional pinball while playing. Pricing is targeted to be less than a conventional pinball, with the added bonus of having many games to choose from. The number of replays and returns will be similar to or greater than that of the mega successful multi-game touch-screen countertop, a similar concept and model.

2. Online Tournament System - MoJo is crafting an Online Tournament System that will allow users to play their favorite classic games, and other current arcade style games at any time online, and, give the user a chance to win a Cash Prize during Daily, Weekly, Monthly and Yearly Tournaments. This system will also be made available to other Game companies who desire to hold tournaments for their own games.

3. In the development pipeline, Jimmy Neutron Backpack Adventure will be an extremely entertaining game based upon the classic Play-station title "Jumping Flash". MoJo intends to contract UltraCade Technologies who has built a custom, proprietary 3-D engine and built in new features to this first person viewer game for full development. The result will be a very high-end looking fun game at a very low cost to the Operator. With the addition of the Jimmy Neutron - currently in the licensing process with Nickelodeon Studios, Jimmy Neutron Backpack Adventure is a sure shot for success in the Arcade market.

4. Also in the development pipeline, Dynomite Deluxe is a fun and addictive game that MoJo intends to launch with its development partner UltraCade. Because of its arcade-style gameplay and addictiveness, MoJo sees that porting over this highly successful consumer PC game will be an exciting Arcade experience.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as set forth in this Item 7, there are no relationships, transactions, or proposed transactions to which the registrant was or is to be a party, in which any of the named persons set forth in Item 404 of Regulation SB had or is to have a direct or indirect material interest.

On February 1^st, 2004 the company entered into a Consulting Agreement with Wannigan Capital Corp., a company whose President and Director is Kevin M. Murphy. Mr. Murphy is also a Director of Mojo Entertainment, Inc. Wannigan Capital Corp received 10,000 restricted shares of the Company and $15,000 cash payment as remuneration.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for the common stock. Mojo Entertainment, Inc. anticipates applying for trading of the common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, Mojo Entertainment can provide no assurance that the shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Holders of Common Stock

Non-Cumulative Voting.

The holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining Shares will not be able to elect any of the Company's directors.

Stock Option Grants

There are no Stock Options granted at this time.

Registration Rights

The Company has granted certain demand and piggyback registration rights to the Selling Shareholders, which rights have been satisfied in connection with the filing of the registration statement covering this Prospectus.

Dividends

The Company does not currently intend to pay cash dividends. The Company's proposed dividend policy is to make distributions of its revenues to its stockholders when the Company's Board of Directors deems such distributions appropriate. Because the Company does not intend to make cash distributions, potential shareholders would need to sell their shares to realize a return on their investment. There can be no assurances of the projected values of the shares, nor can there be any guarantees of the success of the Company.

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A distribution of revenues will be made only when, in the judgment of the Company's Board of Directors, it is in the best interest of the Company's stockholders to do so. The Board of Directors will review, among other things, the investment quality and marketability of the securities considered for distribution; the impact of a distribution of the investee's securities on its customers, joint venture associates, management contracts, other investors, financial institutions, and the company's internal management, plus the tax consequences and the market effects of an initial or broader distribution of such securities.

EXECUTIVE COMPENSATION

(a) No officer or director of the Company is receiving any remuneration at this time.

(b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.

(c) No remuneration is proposed to be in the future directly or indirectly by the corporation to any officer or director under any plan which presently exists.

Director Compensation

The Directors of the Company do not receive compensation at his time.

FINANCIAL STATEMENTS

Audited Financial Statements, as of December 31, 2003 and June 30, 2004 are included herewith.

23

MOJO ENTERTAINMENT, INC.

(A Development Stage Company)

Audited Financial Statements

June 30, 2004 and December 31, 2003

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Table of Contents

	Page
Report of Independent Certified Public Accountants	1
Financial Statements
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Stockholders' Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6-8

Independent Auditors' Report

To the Board of Directors

Mojo Entertainment, Inc.

We have audited the balance sheets of Mojo Entertainment, Inc. (a development stage company) as of June 30, 2004 and December 31, 2003, and the related statements of operations, changes in stockholders' equity and cash flows for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements are based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the AICPA's Auditing Standards Board and in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mojo Entertainment, Inc. as of June 30, 2004 and December 31, 2003, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has suffered net losses since inception and is still considered a development stage company as it has not yet obtained revenues from its planned principle operations. These factors raise substantial doubt about the Company's ability to meet its obligations and to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Child, Sullivan & Company

Kaysville, Utah

September 7, 2004

Mojo Entertainment, Inc.

(A Development Stage Company)

Balance Sheets

				December 31,
			June 30, 2004	2003
ASSETS
Current assets
	Cash		$                            43,201	$                    -
	Prepaid consulting expense - related party (Note 2)		2,500	-
		Total current assets	$                            45,701	$                    -
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable - related party (Note 2)		$                              1,096	$                    -
	Note payable - related party (Note 2)		100	-
		Total current liabilities	1,196	-
Stockholders' equity (Note 3)
	Common stock; $0.001 par value; 75,000,000 shares authorized;
	3,141,000 and 2,100,000 shares issued and outstanding, respectively		3,141	2,100
	Additional paid-in capital		60,549	(1,500)
	Accumulated deficit		(19,185)	(600)
	Total stockholders' equity		44,505	-
Total liabilities and stockholders' equity			$                           45,701	$                    -

See Accompanying Notes to Financial Statements.

2

27

Mojo Entertainment, Inc.

(A Development Stage Company)

Statements of Operations

			Period from
		Period from	December 29, 2003
	Six months	December 29, 2003	(Inception) through
	ended	(Inception) through	June 30,
	June 30, 2004	December 30, 2003	2004
Revenues	$                   -	$                            -	$                            -
Expenses
Consulting	12,540	-	12,540
General and administrative	6,045	-	6,045
Organizational costs	-	600	600
Total expenses	18,585	600	19,185
Net loss and deficit accumulated during
development stage	$          18,585	$                        600	$                   19,185

See Accompanying Notes to Financial Statements.

3

28

Mojo Entertainment, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders' Equity

			Additional
	Common Stock		Paid-in	Accumulated
	Shares	Amount	Capital	deficit	Total
Balance at December 29, 2003
(date of inception)	-	$         -	$             -	$                -	$           -
Common stock issued for cash	2,100,000	2,100	(1,500)	-	600
Net loss	-	-	-	(600)	(600)
Balance at December 31, 2003	2,100,000	2,100	(1,500)	(600)	-
Common stock issued for cash	926,000	926	62,124	-	63,050
Common stock issued for services	115,000	115	(75)	-	40
Net loss	-	-	-	(18,585)	(18,585)
Balance at June 30, 2004	3,141,000	$  3,141	$   60,549	$    (19,185)	$  44,505

See Accompanying Notes to Financial Statements.

4

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Mojo Entertainment, Inc.

(A Development Stage Company)

Statements of Cash Flows

		Period from	Period from
		December 29, 2003	December 29, 2003
	Six months	(Inception) through	(Inception) through
	ended	December 31,	June 30,
	June 30, 2004	2003	2004
Cash flows from operating activities:
Net loss and accumulated deficit	$       (18,585)	$                      (600)	$                (19,185)
Adjustments to reconcile net loss to
net cash used in operating activities:
Common stock issued for consulting services	40	-	40
Changes in operating assets and liabilities:
Increase in prepaid expenses - related party	(2,500)	-	(2,500)
Increase in accounts payable - related party	1,096	-	1,096
Total cash flows used in operating activities	(19,949)	(600)	(20,549)
Cash flows from investing activities:	-	-	-
Cash flows from financing activities:
Proceeds from notes payable	100	-	100
Common stock issued for cash	63,050	600	63,650
Total cash flows provided by financing activities	63,150	600	63,750
Net change in cash	43,201	-	43,201
Beginning cash balance	-	-	-
Ending cash balance	$          43,201	$                            -	$                   43,201
Supplemental disclosure of cash flows
Cash paid for interest	$                   -	$                             -	$                            -
Cash paid for income taxes	$                   -	$                             -	$                            -
Schedule of non-cash investing and
financing activities
Issuance of 115,000 shares of common
stock for consulting services	$                 40	$                             -	$                          40

See Accompanying Notes to Financial Statements.

5

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Mojo Entertainment, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2004

1.       Organization and Summary of Significant Accounting Policies

This summary of significant accounting policies of Mojo Entertainment, Inc. (a development stage company) (the Company) is presented to assist in understanding the Company's financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the accompanying financial statements. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development stage in accordance with SFAS 7, "Accounting and Reporting by Development Stage Enterprises."

Business activity

Mojo Entertainment, Inc. (the Company) is a Nevada corporation organized on December 29, 2003 to develop, manufacture, and market video game and imaging products for the coin-op, vending, and corporate marketing industries.

Interim Financial Reporting

The Company's accounting period is the year ended December 31. The Company's management has determined that the accounting policies used to account for the interim period ending June 30, 2004 are in accordance with generally accepted accounting principles, applied on a consistent basis.

Income taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under Financial Accounting Standards Board Statement No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Development stage deferred tax assets arising as a result of net operating loss carrforwards totaling approximately $7,200 have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The valuation allowance changed during the period ended June 30, 2004 by $6,995 due to the increase in net operating losses. Operating loss carryforwards generated during the period from December 29, 2003 (inception) through June 30, 2004 of approximately $19,185 will begin to expire in 2022.

Income tax expense (benefit) differs from the amount derived using statutory federal rates as follows:

Income tax benefit at federal statutory rate of 35%	$                               6,121
State income tax benefit	874
Change in valuation allowance	(6,995)
Total benefit	$                                      -

Mojo Entertainment, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2004

1.      Organization and Summary of Significant Accounting Policies (continued)

Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates. There were no estimates used in the preparation of the financial statements at June 30, 2004.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had $43,201 in cash or cash equivalents at June 30, 2004.

2.          Related Party Transactions

During the six months ended June 30, 2004, the Company's owners paid general and administrative expenses on behalf of the Company totaling $6,045, $1,096 of which was still owed to the owners at June 30, 2004.

In February 2004, the Company received a $100 non-interest bearing advance from one of its officers. Interest on the note was not imputed due to its negligible amount.

In February 2004, the Company entered into a consulting agreement with an entity owned by one of its officers. The entity was engaged to perform consulting services for the Company for February through July 2004, in exchange for $15,000 and 10,000 shares of restricted common stock. The Company paid for the entire six months of services in advance, leaving $2,500 as remaining unamortized prepaid services at June 30, 2004.

3.         Stockholders' Equity

In January 2004, the Company approved a 3.5-to-1 stock split of its common stock. Accordingly, the accompanying financial statements have been retroactively adjusted from inception to include application of the split. The par value of the Company's common stock remained at $.001 per share resulting in negative additional paid-in-capital to account for certain shares issued at less than par value after adjusting for the split.

In January and February 2004, the Company issued 115,000 shares of common stock to officers and directors for consulting services valued at $40.

In April and May 2004, the Company issued 591,000 shares of common stock at $.05 per share for $29,550 in cash. In June 2004, the Company issued 335,000 shares of common stock at $.10 per share for $33,500 in cash. Both stock issuances were pursuant to the terms of separate confidential private offering memorandums, resulting in 926,000 shares issued for cash totaling $63,050.

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Mojo Entertainment, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2004

4.          Subsequent Events

During July 2004 and pursuant to the terms of a confidential private offering memorandum, the Company issued 120,000 shares of its common stock at $.10 per share for $12,000 in cash. Total common stock issued and outstanding as of September 7, 2004 (the date of this report) is 3,261,000.

The $1,096 in general and administrative expenses owed to the Company's owners (Note 2) was reimbursed to the owners during July and August 2004.

The $100 note payable to an officer (Note 2) was repaid on September 2, 2004.

5.       Going Concern Considerations

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unanticipated costs and expenses or inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. To the extent financing is not available, the Company may not be able to or may be delayed in expanding its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

During the Company's first fiscal year and up to the present time, the principal independent accountant for the Company has neither resigned (or declined to stand for reelection) nor been dismissed. The independent accountant for the Company is Child, Sullivan & Company, 1284 W. Flint Meadow Drive, Suite D, Kaysville, UT 84037. This firm was engaged on or about December, 2003.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

No director of the Company will have personal liability to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in the Articles of Incorporation limiting such liability. The foregoing provisions shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit.

The By-laws provide for indemnification of the directors, officers, and employees of the Company in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees of the Company if they were not engaged in willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. The Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).

The officers and directors of the Company are accountable to the Company as fiduciaries, which means they are required to exercise good faith and fairness in all dealings affecting the Company. In the event that a shareholder believes the officers and/or directors have violated their fiduciary duties to the Company, the shareholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the shareholder's rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management. Shareholders who have suffered losses in connection with the purchase or sale of their interest in the Company in connection with such sale or purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover such losses from the Company.

34

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Registrant estimates that expenses in connection with the distribution described in this Registration Statement will be as shown below. All expenses incurred with respect to the distribution, except for fees of counsel, if any, retained individually by the Selling Shareholders and any discounts or commissions payable with respect to sales of the shares, will be paid by the Selling Shareholders

SEC registration fee	$ 26
Accounting fees and expenses	$3,000
Legal fees and expenses	$3,000
Total	$6,026

RECENT SALES OF UNREGISTERED SECURITIES

In December 2003, the Company undertook a private offering of 600,000 pre-split shares of its common stock, with an offering price of $0.001 per share. The proceeds from this offering were used to cover further start-up and organizational costs of the Corporation. This offering was undertaken directly by the Corporation. The Corporation prepared and distributed a private offering memorandum in connection with this offering to all prospective investors, made all filings, and paid all fees, as required under federal and state securities laws and regulations to properly qualify this offering under said laws and regulations, including but not limited to Regulation D promulgated by the U.S. Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933. All 600,000 shares were subscribed, resulting in proceeds to the Company of $600.

In January 2004, the Company authorized a 3.5 to 1 forward stock split, retroactively increasing the 600,000 outstanding shares to 2,100,000 shares. The stock split also increased 30,000 outstanding shares issued to a Director in exchange for services, to 105,000 shares. No other shares were issued and outstanding at this time.

In February 2004, the Company executed a consulting agreement with Wannigan Capital Corp. In exchange for consulting services, the Company paid Wannigan $15,000 and 10,000 shares of its $0.001 par value common stock.

On April 15, 2004 the Company commenced an offering of 1,000,000 shares of its $.001 par value common stock at an offering price of $0.05 per Share pursuant to the terms of a confidential private offering memorandum dated April 15, 2004 for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250.00. No discounts or commissions were paid in connection with this offering. On May 27, 2004, this offering was closed, resulting in the sale of 591,000 Shares and proceeds to the Company, before costs of the offering, of $29,550.

On June 1, 2004, the Company commenced an offering of 500,000 shares of its $.001 par value common stock at an offering price of $0.10 per share pursuant to the terms of a confidential private offering memorandum dated June 1, 2004, for the purpose of providing additional working and development capital for the Company. The minimum investment required was $250.00. No discounts or commissions were paid in connection with this offering. On July 10,

35

 2004, this offering was closed, resulting in the sale of 455,000 shares and proceeds to the Company, before costs of the offering, of $45,500.

All of these offerings were undertaken pursuant to the limited offering exemption from registration under the Securities Act of 1933 as provided in Rule 504 under Regulation D as promulgated by the U.S. Securities and Exchange Commission. These offerings met the requirements of Rule 504 in that: (a) the total of funds raised in the two offerings does not exceed $1,000,000; and (b) the offer and sale of the Shares was not accomplished by means of any general advertising or general solicitation.

The class of persons that these offering were made were "sophisticated investors." As a result, offers were made only to persons that the Company believed, and had reasonable grounds to believe, either (a) have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment, or (b) can bear the economic risks of the proposed investment (that is, at the time of investment, could afford a complete loss). Additionally, sales were made only to persons whom the Company believed, and had reasonable ground to believe immediately prior to such sale and upon making reasonable inquiry, (a) are capable of bearing the economic risk of the investment, and (b) either personally possess the requisite knowledge and experience, or, together with their offeree representative, have such knowledge and experience.

These sales of unregistered securities were made to the following firms and individuals (all residents of the United States):

Robert DeKett

GreenLeaf Forum Investment Group Inc.

K. Sean Liebscher

Wannigan Capital Corp.

These sales of unregistered securities were made to the following firms and individuals (all residents outside the United States):

Warren Brown

Konstantine Tsakumis

Diane Tsakumis

Brian Cole

Benjamin Taylor

Steve Clare

Ninan Thampy

Simon Chen

Lauren Militzer

Edward Militzer

Lokesh Chaudry

Shyang-Jiun Kong

Susan Kong

Jessie Dusangh

Karen Desangh

Perry Yuen

Gary Chong

Richard Wittstock

36

Karen Bradley

Steven Vereschagin

Hugo Park

Nancy Chong

Coastal Asset Management Ltd.

Lloyd Jeffs

Joyce Chong

Mike Flowerdew

John Bevilaqua

Jeff Sundar

Lloyd Jeffs

Joyce Chong

Mike Flowerdew

John Bevilaqua

Jeff Sundar

Brad Stuit

Bruce Hannan

Hugh Scarlett

Robert Stocks

Amanda Polak

Jarrett Guy

Tammy Seibel

Farham Rhemtulla

Jay Senick

Hanif Virani

Wade Peckham

Steve Rowles

Derrick Lewis

EXHIBITS

Document	Exhibit No.	Location
Articles of Incorporation	3.1	Included
Bylaws	3.2	Included
Opinion on Legality	5	Included
Consulting Agreement - Wannigan Capital Corp.	10.1	Included
Consent of Accountant	23.1	Included
Consent of Counsel	23.2	Included in Ex. 5

37

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement.

(i) To include any Prospectus required by Section l0 (a) (3) of the Securities Act of l933;

(ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, including (but not limited to) any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the Securities Act of l933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered, which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of l933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Las Vegas, State of Nevada, on August 10, 2004

38

Mojo Entertainment Inc.

(Registrant)

Date: September 28, 2004                                                                 By: /s/ Bob DeKett                               

                                                                                                                                                    Bob DeKett,

                                                                                                                                                    President/ Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature Title Date

/s/ Bob DeKett                             President, Director September 28, 2004

Bob DeKett

/s/ Kevin M. Murphy                    CFO, Director September 28, 2004

Kevin M. Murphy

/s/ K. Sean Liebscher                   Director September 28, 2004

K. Sean Liebscher

39

EX-3.1

Articles of Incorporation
(PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State



1. 	NAME OF CORPORATION:	MOJO ENTERTAINMENT, INC.

2.	RESIDENT AGENT.	STEVENSON MANAGEMENT GROUP, INC.
				9750 PEACE WAY, LAS VEGAS NEVADA 89147




3.	SHARES.  Number of shares with par value: 75,000,000,  Par value: $.001

4. 	Names & Addresses of Board of Directors

		BOB DEKETT
		225 WEST SANTA CLARA ST. #600
		SAN JOSE, CA 95113

		KEVIN MURPHY
		1109 7TH COURT
		FOX ISLAND, WA 98333

5. 	PURPOSE:  The purpose of the corporation shall be:  ANY LEGAL PURPOSE

6.	Names, Address and Signature of Incorporator:  KEVIN MURPHY		/s/ Kevin Murphy
	1109 7th Court, Fox Island, WA 98333

7.	CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

	I hereby accept appointment as Resident Agent for the above named corporation

	/s/ Stevenson Management				12/29/2003
	Authorized Signature of R.A. or On Behalf of R.A. Company

EX-3.2

BYLAWS

OF

MOJO ENTERTAINMENT INC

Article I: Offices

The principal office of Mojo Entertainment Inc ("Corporation") in the State of Nevada shall be located in Las Vegas, County of Clark. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors my designate or as the business of the Corporation my require from time to time.

Article II: Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held during the first ten (10) days in the month of June in each year, or on such other date during the calendar year as may be designated by the Board of Directors. If the day fixed for the annual meeting shall be a legal holiday in the Sate of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors shall be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors my designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than thirty (30) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such lists shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors my be had by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.

Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another Corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe or, in the absence of such provision, as the Board of Directors of such Corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 10. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.

Article III: Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one ( 1 ). Each Director shall hold office until the next annual meeting of shareholder and until his successor shall have been elected and qualified.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum. A majority of the number of Directors fixed by Section 2 of the Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by a majority of the Directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.

Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Article IV: Officers

Section 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be Directors or shareholders of the Corporation.

Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deed, mortgages, bonds, contract, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by there Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors, If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank.

Section 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors in one or more minute books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for share of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.

Section 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Article V: Indemnity

Section 1. Definitions. For purposes of this Article, "Indemnitee" shall mean each Director or Officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a Director or Officer of this Corporation or is or was serving in any capacity at the request of this Corporation as a Director, Officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation, partnership, joint venture, trust, or other enterprise. The term "Proceeding" shall mean any threatened, pending or completed action or suit (including, without limitation, an action, suit or proceeding by or in the right of this Corporation), whether civil, criminal, administrative or investigative.

Section 2. Indemnification. Each Indemnitee shall be indemnified and held harmless by this Corporation for all actions taken by him or her, and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including, without limitation, attorney fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators. This Corporation may, by action of its Board of Directors, and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. The rights to indemnification as provided in this Article shall be non-exclusive of any other rights that any person may have or hereafter acquire under an statute, provision of this Corporation's Articles of Incorporation or Bylaws, agreement, vote of stockholders or Directors, or otherwise.

Section 3. Financial Arrangements. This Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a Director, Officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in such capacity, whether or not this Corporation has the authority to indemnify him or her against such liability and expenses.

The other financial arrangements which may be made by this Corporation may include, but are not limited to, (a) creating a trust fund; (b) establishing a program of self-insurance; (c) securing its obligation of indemnification by granting a security interest or other lien on any of this Corporation's assets, and (d) establishing a letter of credit, guarantee or surety. No financial arrangement made pursuant to this section may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancing expenses or indemnification ordered by a court. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by this Corporation or any other person approved by the Board of Directors, even if all or part of the other person's stock or other securities is owned by this Corporation. In the absence of fraud:

(a) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section, and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

(b) the insurance or other financial arrangement is not void or voidable; does not subject any Director approving it to personal liability for his action; and even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 4. Contract of Indemnification. The provisions of this Article relating to indemnification shall constitute a contract between this Corporation and each of its Directors and Officers, which may be modified as to any Director or Officer only with that person's consent or as specifically provided in this section. Notwithstanding any other provision of the Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or Officer shall apply to such Director or Officer only on a prospective basis and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the Directors of this Corporation then serving, or (b) the stockholders as set forth in Article XII hereof; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

Section 5. Nevada Law. References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of an Indemnitee or limits the indemnification rights or the rights to advancement of expenses which this Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Corporation's Articles of Incorporation, these Bylaws, or both shall continue as theretofore to the extent permitted by law; and (b) if such change permits this Corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Indemnitees or to provide broader indemnification rights or rights to the advancement of expenses than this Corporation was permitted to provide prior to such change, liability thereupon shall be so limited and the rights to indemnification and advancement of expenses shall be so broadened to the extent permitted by law. The Corporation shall indemnify its Directors, officers and employees as follows:

Article VI: Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Article VII: Certificates for Shares and Their Transfer

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, expect that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, Provided, however, that upon any action undertaken by the shareholder to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreements is in force and effect.

Article VIII: Fiscal Year

The fiscal year of the Corporation shall begin on the 1^st day of January and end on the 31^st day of December of each year.

Article IX: Dividends

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and condition provided by law and its Articles of Incorporation.

Article X: Corporate Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal."

Article XI: Waiver of Notice

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the Corporation under the provision of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XII: Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors, or by the shareholder as any regular or special meeting of the shareholders.

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 29th day of December, 2003.

Kevin Murphy, Director

EX-5

PARSONS LAW FIRM

ATTORNEYS AT LAW

2070 SKYLINE TOWER

10900 NE 4^TH STREET.

BELLEVUE, WASHINGTON 98004

(425) 451-8036         FAX (425) 451-8568

James B. Parsons*                                                                                                                                                 *Also admitted in Oregon and

jparsons@parsonslaw.biz                                                                                                                                         the Northern Mariana Islands

October 21, 2004

Board of Directors

Mojo Entertainment, Inc.

Fox Island, WA

Dear Gentlemen:

In my capacity as counsel for Mojo Entertainment, Inc. (the "Company"), I have participated in the corporate proceedings relative to the registration by the Company of a maximum of 1,046,000 shares of common stock as set out and described in the Company's Registration Statement on Form SB-2 under the Securities Act of 1933 (the "Registration Statement"). I have also participated in the preparation of the Registration Statement.

Based upon the foregoing and upon my examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied me by the Company, having regard for the legal considerations which I deem relevant, I opine that:

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada;

(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;

(3) The maximum of 1,046,000 shares of common stock, when distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to my firm in the Registration Statement.

Yours very truly,

PARSONS LAW FIRM

/s/ James B. Parsons

James B. Parsons

EX-10.1

WANNIGAN CAPITAL CORP,

1109 7^TH COURT

FOX ISLAND, WASH 98333

TELEPHONE: (253) 549-4336

FACSIMILE: (253) 549-4FAX

FACSIMILE: (253) 549-4329

"-building companies for the future"

BUSINESS CONSULTING AGREEMENT

This AGREEMENT made this 1st day of February, 2004 by and between:

MOJO ENTERTAINMENT, INC

whose principal place of business is

1109 7^TH COURT

FOX ISLAND, WA

98333.

(hereinafter the "Company") and;

WANNIGAN CAPITAL CORP.,

located at:

1109 7^TH COURT

FOX ISLAND, WASH 98333

TELEPHONE: (253) 549-4336

FACSIMILE: (253) 549-4FAX

FACSIMILE: (253) 549-4329

.

(hereinafter the "Consultant").

WITNESSETH

In consideration of the mutual promises hereinafter made by each to the other, Consultant and Company agree as follows:

WHEREAS, the Company wishes to retain the Consultant to act as a consultant in the areas of Corporate growth and Acquisition,, accounting, business affairs, business operations, and financial and public company structuring;

AND WHEREAS, The Consultant has substantial experience in the areas of Corporate growth and Acquisition, accounting, business operations and supervision of the business affairs of both private and publicly traded companies and wishes to assume such responsibilities for the Company.

WITNESSETH

NOW, THEREFORE, the parties agree as follows:

1. TERM: This Agreement shall be for a term of six months commencing the first day of February, 2004.

2. NATURE OF SERVICES: During the term of this Agreement Consultant shall provide, inter alia, perform the following services in a timely and professional manner:

(a)   Attend meetings of the Company's Board of directors or Executive Committee(s) when so requested in writing by the Company;

(b)   Attend meetings for and at the request of the Company and review, analyze and report on proposed business opportunities;

(c)   Consult with the Company concerning strategic corporate planning and investment policies, including any revision of the Company's business plan when requested by the company;

(d)   Assist in negotiating potential acquisitions and mergers;

(e)   Assist in the implementation of short term and long term strategic planning as required by the Company;

(f)    Implementation of short range and long term strategic planning to fully develop and enhance the Company's assets, resources, products and services;

(g)   Advise the Company of means to restructure its debt and financial obligations if necessary;

(h)   Negotiate with lenders regarding the issuance or restructuring of such debt obligations;

(i)    Assist the Company in the monitoring of services provided by the Company's advertising firm, public relations firm (if other than the Consultant) and other professionals to be employed by the Company;

(j)    Maintain the books and records of the Company in accordance with the instructions of the Company's Auditors and in accordance U.S. GAP if so requested by the Company;

(k)   Prepare and submit monthly reports on the financial condition of the Company to Management and the Board of Directors when requested;

(l)    Prepare all necessary regulatory and statutory filings required of the Company; and

(m)  Act as liaison between the Company and its Auditor.

3. Transaction specific services. The services contracted under this agreement shall specifically include the following:

a)     arrange for the acquisition of Company by a publicly trading fully reporting  corporation if the Company so desires.

b)     Structuring in accordance with SEC and NASD criteria of such transaction.

c)     If and when deemed appropriate, structuring and arranging for the parent corporation to do a dividend spin-off through a dividend of shares to the current shareholders of the parent in accordance with SEC and NASD criteria.

d)    Utilize its best efforts under the rules and regulations in place at such time of spin off to preserve the trading properties of such dividended shares such that the new Company can become a publicly traded and reporting vehicle on its own.

e)    Assist the Company's Legal council in filing appropriate SEC forms ( most likely Form 10) to enable the Company to maintain its fully reporting status.

4. IT IS AGREED that the Consultant's services will not include any services that constitute the rendering of legal opinions or performance of any work that it is the ordinary purview of a registered broker/dealer.
    
5. COMPENSATION: The Company agrees to compensate Consultant for its services:

(a) by the delivery to the Consultant of 10,000 Restricted Rule 144 Common Shares of the Company; and

(b) payment to the Consultant of $15,000

(c) payment to the Consultant of pre-approved expenses for the term of this Agreement.

6. CONFIDENTIALITY: Consultant will not disclose to any other person, firm or corporation, nor use for his own benefit, during or after the term of this Consulting Agreement, any trade secrets or other information designated as confidential by the Company which is acquired by Consultant in the course of his performing services hereunder ( a trade secret is information not generally known to the trade, which gives the Company an advantage over its competitors. Trade secrets can include, by way of example, products or services under development, production methods and processes, sources of supply, customer lists, marketing plans and information concerning the filing of pendency of patent applications). Any management advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed publicly in any manner without the prior written approval of Consultant.

7. INDEMNIFICATION: The Consultant shall indemnify and hold the Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant engaged in negligence or willful misconduct in the performance of its services hereunder which gave rise to the losses, claim, damage, liability, cost or expense sought to be recovered hereunder. The provisions of this paragraph shall survive the termination and expiration of this Consulting Agreement.

8. TERMINATION: The Parties agree that either Party shall have the right to terminate this Agreement without cause and without notice or payment in lieu thereof upon the giving by the Terminating Party to the Terminated Party written notice of such termination, which shall be effective immediately upon delivery of such notice. Provided however, that such termination does not relieve either party of obligations which have accrued to the other and, in the event that notice is given by the Consultant, the Consultant shall be obligated to complete all filings required of the Company and due within 45 days of the giving of such notice.

9. HEADINGS: The headings in this Agreement are for reference purpose only and shall not in any way affect the meaning or interpretation of this Agreement.

10. SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof

11. WHOLE AGREEMENT: This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties or any of them with respect to the subject matter hereof. This Agreement may not be changed orally but only by an agreement in writing, signed by the party against which enforcement, waiver, change, modification or discharge is sought.

12. NOTICES: All notices to be given hereunder shall be in writing and sent by fax or registered and certified mail, postage prepaid to the following addresses., sent to the appropriate Party as set out below(or to such other address or addresses as either Party may, in writing, notify the other of), provided however, that notices given by fax transmissions shall be deemed to have been given at the time and on the dated disclosed by the corresponding fax transmission confirmation sheet and, if given by Registered Mail, shall be deemed to have been given five (5) clear days after mailing:

If to the Company

WANNIGAN CAPITAL CORP,

ATTN: KEVIN M. MURPHY

AS CHIEF EXECUTIVE OFFICER

1109 7^TH COURT

FOX ISLAND, WASH 98333

If to Client:

MOJO ENTERTAINMENT, INC

1109 7^TH COURT

FOX ISLAND, WASH 98333

13. LAW: This agreement is governed and construed under the laws of the state of Nevada.

14. MISCELLANEOUS:

(a) All final decisions with respect to consultation, advice and services rendered by Consultant to the Company shall rest exclusively with the Company;

(b) This Agreement contains the entire agreement of the parties hereto and there are no representations or warranties other than those contained herein. Neither party may modify this Agreement unless the same is in writing and duly executed by both parties hereto;

(c) In the event this Agreement or performance hereunder contravene public policy or constitute a material violation of any law or regulation of any federal or state government agency, or either party becomes insolvent or is adjudicated bankrupt or seeks the protection of any provision of the National Bankruptcy Act, or either party is enjoined, or consents to any order relating to any violation of any state or federal securities law, then this Agreement shall be deemed terminated, and null and void upon such termination; neither party shall be obligated hereunder and neither party shall have any further liability to the other;

(d) Any controversy or claim arising out of or related to this Agreement shall be litigated in the Courts of the State of Nevada and the law applicable to any such dispute shall be the law of the State of Nevada.

(e) The Consultant acknowledges that he has been advised by the Company to obtain independent legal advice with respect to this Agreement, that he has either obtained such advice or has waived his right to such..

(f) This Agreement may be signed in counterpart.

.

IN WITNESS WHEREOF, the parties hereto have hereunder signed their names as hereinafter set forth.

By:/s/ Kevin Murphy                             By:/s/ Bob DeKett                               

Kevin M. Murphy/ CEO-President         Bob DeKett/ President

Wannigan Capital Corp.                         Mojo Entertainment, Inc.

( a Colorado Corporation)                     (a Nevada Corporation)

February 1, 2004                                   February 1, 2004                               

(Date)                                                    (Date)

EX-23.1

Child, Sullivan & Company

A PROFESSIONAL CORPORATION OF CERTIFIED PUBLIC ACCOUNTANTS

1284 West Flint Meadow Drive, Suite D, Kaysville, UT 84037             Phone:  801-927-1337  Fax:  801-927-1344

CONSENT OF INDEPENDENT AUDITORS

Board of Directors

Mojo Entertainment, Inc.

Las Vegas, NV

We hereby consent to the inclusion in the Form SB-2 Registration Statement of our independent auditors' report dated September 7, 2004, on our audit of the financial statements of Mojo Entertainment, Inc. as of December 31, 2003 and June 30, 2004, and for the period from December 29, 2003 (inception) to June 30, 2004.

Sincerely,

Child, Sullivan & Company

/s/ Douglas W. Child

Child, Sullivan & Company

Kaysville, UT

September 17, 2004