10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: March 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 000-55269

MOJO Organics, Inc.

(Exact name of registrant as specified in its charter)

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

185 Hudson Street, Floor 25
Jersey City, New Jersey	07302
(Address of principal executive offices)	(Postal Code)

Registrant’s telephone number: 929 264 7944

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes ☐  No ☒

On March 31, 2020, there were 29,723,544 shares of the registrant's common stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None. 

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TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	Page
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Balance Sheets as of March 31, 2020 and December 31, 2019	1
Condensed Statements of Operations for the three months ended March 31, 2020 and March 31, 2019	2
Condensed Statements of Cash Flows for the three months ended March 31,2020 and March 31, 2019	3
Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2020	4
Notes to the Condensed Financial Statements	5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	15
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	16
ITEM 1a. RISK FACTORS	16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4. MINE SAFETY DISCLOSURE	16
ITEM 5. OTHER INFORMATION	16
ITEM 6. EXHIBITS	17
SIGNATURES	22

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (Unaudited)

MOJO ORGANICS, INC.
Condensed Balance Sheets (Unaudited)
As of March 31, 2020 and December 31, 2019
	March 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	51,064		$	55,978
Accounts receivable, net		92,060			75,087
Inventory		181,402			175,719
Supplier deposits		11,367			11,539
Prepaid expenses		11,165			14,767
Security deposit		4,518			4,518
Total Current Assets	$	351,576		$	337,608
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	145,895		$	140,854
Accrued payroll to related parties		21,644			25,394
Total Current Liabilities		167,538			166,248
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, 190,000,000 shares authorized at $0.001 par value, 29,723,544 and 29,351,294 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		29,724			29,352
Additional paid in capital		23,557,544			23,488,626
Accumulated deficit		(23,403,231	)		(23,346,618	)
Total Stockholders' Equity		184,037			171,860
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	351,576		$	337,608
The accompanying notes are an integral part of these condensed financial statements.

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MOJO ORGANICS, INC.
Condensed Statements of Operations (Unaudited)
For the Three Months Ended March 31, 2020 and 2019
	2020			2019
Revenue	$	440,090		$	408,497
Cost of Revenue		237,050			200,632
Gross Profit		203,040			207,865
Operating Expenses
Selling, general and administrative		259,653			286,012
Loss from Operations		(56,613	)		(78,147	)
Other Income		—			—
Loss Before Provision for Income Taxes		(56,613	)		(78,147	)
Provision for Income Taxes		—			—
Net Loss	$	(56,613	)	$	(78,147	)
Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of common shares outstanding		29,536,229			28,008,915
The  accompanying notes are an integral part of these condensed financial statements.

2

MOJO ORGANICS, INC.
Condensed Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2020 and 2019
	2020			2019
Cash flows from operating activities:
Net loss	$	(56,613	)	$	(78,147	)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Stock and warrants issued to directors and employees		74,540			89,130
Changes in assets and liabilities:
Increase in accounts receivable		(16,973	)		(12,321	)
(Increase)/Decrease in inventory		(5,683	)		17,305
Decrease/(Increase) in supplier deposits		172			(10,000	)
(Increase)/Decrease in prepaid expenses		3,602			(8,434	)
Increase in accounts payable and accrued expenses		5,041			42,540
Decrease in accrued payroll to related parties		(3,750	)		(41,610	)
Net cash provided by/(used in) operating activities		335			(1,537	)
Net cash from financing activities:
Shares repurchased for cancellation		(5,250	)		(750	)
Net cash used in financing activities		(5,250	)		(750	)
Net decrease in cash and cash equivalents		(4,915	)		(2,287	)
Cash and cash equivalents at beginning of periods		55,978			24,031
Cash and cash equivalents at end of periods	$	51,063		$	21,744
Summary of non-cash investing and financing activity: During the three-month period ended March 31, 2020 the Company issued a total of 397,250 shares with a value of $74,540 to directors and officers to settle obligations payable. During the three-month period ended March 31, 2019 the Company issued a total of 493,000 shares with a value of $89,130 to directors and officers to settle obligations payable.
The accompanying notes are an integral part of these condensed financial statements

3

MOJO ORGANICS, INC.
Condensed Statements of Changes in Stockholders' Equity
For the Three Months Ended March 31, 2020
(Unaudited)
	Common Stock						Additional Paid-In			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance, January 1, 2020		29,351,294		$	29,352		$	23,488,626		$	(23,346,618	)	$	171,360
Stock and warrants issued to Directors and Employees		397,250			397			74,143						74,540
Stock repurchased and cancelled		(25,000	)		(25	)		(5,225	)					(5,250	)
Net loss											(56,613	)		(56,613	)
Balance, March 31, 2020		29,723,544		$	28,724			23,557,544		$	(24,403,231	)	$	184,037

The accompanying notes are an integral part of these condensed financial statements.

4

MOJO ORGANICS, INC.

Notes to Condensed Financial Statements (Unaudited)

March 31, 2020 

NOTE 1 – BUSINESS

Overview

MOJO Organics, Inc. (“MOJO” or the “Company”) a Delaware corporation is headquartered in Jersey City, NJ. The Company engages in new product development, production, marketing, distribution and sales of beverage brands that are natural, Non GMO Project verified, and USDA Organic. The Company’s flagship product is MOJO Pure Coconut Water. In addition to Pure Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice and Coconut Water + Pineapple Juice. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third party partners an improved broker network, and new products and packaging in 2020, including pH7 water (pH is a scale of acidity) and energy beverages which are both major sectors of the beverage industry. The company packages its beverages  in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water. 

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have beaen prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2020 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2020 and December 31, 2019, the Company did not have any cash equivalents. 

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 was zero.

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Inventories

Inventories, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”). If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost. There was no such adjustments in 2020 and 2019.

Revenue Recognition

Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers. The Company’s products are sold on cash and credit terms which are established in accordance with standardized industry practices and typically require payment within 30 days of delivery. Costs incurred for sales incentives and discounts are accounted for as reductions in revenue.

Deductions from Revenue

Costs incurred for sales incentives and discounts are accounted for as reductions in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf space.

Shipping and Handling Costs

Shipping and handling costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.

Net Loss Per Common Share

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.

The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share:

			As of March 31,
	Expiration Date	Exercise Price	2020		2019
Shares underlying options outstanding	Apr   6, 2022	$0.16		505,608		901,796
Shares underlying warrants outstanding	Aug 19, 2020	$0.40		1,500,000		1,500,000
Total				2,005,608		2,401,796

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Income Taxes

The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of March 31, 2020 and December 31, 2019, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time. As of March 31, 2020 and December 31, 2019, the Company had Net Operating Loss Carryforwards of approximately $5,100,000 and $5,050,000, respectively, and a Deferred Tax Assets amounting to $1,333,505 and $1,319,434, respectively, which have been fully reserved by a valuation allowance. The Company does not expect the valuation allowance to be reversed within the next twelve months.

Stock-Based Compensation

The Company accounts for equity based transactions under the provisions of ASC Topic 718, “Accounting for Stock-Based Compensation”. The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.

Share based payment awards are measured at grant date fair value of the equity instrument that an entity is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Fair value of financial instruments

The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term nature.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASC aims to to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The Company is still assessing the impact of this pronouncement to the financial statements. 

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NOTE 3 – COMMITMENTS AND CONTINGENCIES

The global coronavirus (COVID-19) pandemic has caused disruptions in supply chains, affecting production and sales across a range of industries. While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration.

The extent of the impact of COVID-19 on our operational and financial performance will depend on the effect on our customers and vendors – all of which are uncertain and cannot be predicted. The related financial impact cannot be reasonably estimated at this time. 

Employment Agreements

On April 6, 2017, the Company entered into an Amended and Restated Employment Agreements with Mr. Glenn Simpson (the “Simpson Agreement”), the Company’s Chairman and Chief Executive Officer (the “CEO”).The Simpson Agreement was effective April 1, 2017 and has an eight year term.

Pursuant to the Simpson Agreement dated April 6, 2017, Mr. Simpson will be paid a salary of $5,000 per month in cash and the right to receive 67,000 shares of restricted Common Stock per month. Pursuant to his employment agreement, Mr. Simpson is entitled to a salary of not less than $18,500 per month. Additionally, Mr. Simpson is entitled to an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of Common Stock per year through May 31, 2025 based upon achieving revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards are accelerated when revenues exceed the annual target amounts.

During the three months ended March 31, 2020, the CEO was issued 201,000 Restricted and Non-Trading shares of Common Stock under the terms of the Simpson Agreement for the stock portion of his first quarter compensation. During 2020 and 2019, Mr. Simpson did not receive cash payments. He was owed $15,000 and $10,000 as of March 31, 2020 and December 31, 2019, respectively, for the cash portion of his salary.

The “Simpson Agreement” is the only executive employment agreement in effect as of March 31, 2020.

The Company has no other plans in place and has never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

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Lease Commitment

The Company maintains office space in Jersey City, NJ. The lease agreement is for the period March 1, 2019 to February 29, 2020 and was renewed for one year under the same terms. The rent under this agreement is $2,343 per month, and expires February 28, 2021. Lease expense amounted to $7,029 and $6,912 for the three months ended March 31, 2020 and 2019 respectively. The security deposit for the lease agreement is $4,518 and the lease expires on February 28, 2021. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from short-term leases such as this office lease.  

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company has authorized 190,000,000 shares of Common Stock having a par value of $0.001. On February 4, 2019, the Company by a vote of its majority shareholders cancelled the authorization for the issuance of up to 10,000,000 shares of preferred stock. There were no shares of preferred stock issued or outstanding prior to this change. 

Restricted Stock Issuances

During the three months ended March 31, 2020, 397,250 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company. These shares have full voting rights but are restricted for sale or transfer. The CEO exercised options to purchase 156,250 shares at $0.16 per share for a total exercise price of $25,000 which reduced the accrued salary payable to the CEO by the same amount. The CEO was also issued 201,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his salary for the first quarter. A Director was issued 40,000 shares of Common stock as an award for continuing to serve as a Director of the Company. The value of these shares was recorded as a component of compensation expense.

Stock Warrants

In connection with private placement offerings in March 2014 (the “2014 Offerings”), warrants to purchase 2,030,223 shares of Common Stock were issued at a price of $0.91 per share. These warrants expired on March 12, 2019.

In connection with a private placement offering in August 2015 (the “2015 Offerings), warrants to purchase 1,500,000 shares of Common Stock were issued at a price of $0.40 per share. These warrants will expire on August 19, 2020.

The following table summarizes warrant activity during the period:

	Number of Warrants		Expiration Date	Exercise Price		Exercise Value
Issued August 19, 2015		1,500,000	August 19, 2020	$	0.40	$	600,000
Outstanding at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000
Exercisable at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000

Stock Purchased for Cancellation

During the period January 1, 2020 to March 31, 2020 the Company purchased 25,000 shares of its restricted common stock from one shareholder for cancellation. The Company paid $5,250 or $0.21 per share which was the average market price for its traded shares during the period. The shares were cancelled and are available for reissuance.

Advisory Services

On October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from Carricklee House, Strabane, Northern Ireland.  

In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue.  The stock is vested; however it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014. Consulting fees amounting to $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock.  Throughout the term of the agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same. Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide evidence.

On June 27, 2014, the Company terminated the agreement.  Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates listed below. The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate the Thompson Agreement. The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery.

Certificate No(s)		Registered To	No. of Shares		CANCELLED	No. of Shares
	605	Ian Thompson		50,000	CANCELLED		50,000
	606	Ian Thompson		50,000	CANCELLED		50,000
	607	Ian Thompson		50,000	CANCELLED		50,000
	608	Ian Thompson		50,000	CANCELLED		50,000
	610	Ian Thompson		167,204	CANCELLED		167,204

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NOTE 5 – STOCK OPTIONS

On April 6, 2017, the Company granted stock options to purchase 356,559 shares and 1,500,000 shares of Common Stock pursuant to the 2012 Incentive Plan and the 2015 Incentive Plan, respectively. The options were priced at the fair market value of the Common Stock and are immediately exercisable.

2012 Incentive Plan

On February 18, 2019, the Company’s Board of Directors signed an unanimous consent to terminate the 2012 Incentive Plan, and it was resolved further that 70,000 options to purchase shares of Common Stock be converted into 70,000 shares of Common Stock. It also allowed the CEO of the Company to exercise options to purchase 222,000 Restricted and Non-Trading shares of Common Stock at $0.255 per share. The total exercise price was $56,610 and this reduced the loan payable to the CEO by the same amount.

The 2012 Incentive Plan was approved by our shareholders in March 2013. The 2012 Incentive Plan provided the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or other stock-based awards for up to an aggregate of 2,050,000 shares of common stock.  In 2016, the Company issued 620,000 stock options to purchase shares of common stock that expire in August 2019, and issued 1,073,441,restricted common stock to its Directors and employees. In 2017, the Company granted stock options to purchase 356,559 shares that expire in April 2022. The options were priced at the fair market value of the Common Stock and are exercisable. In 2018, there were no issuances under the 2012 plan. As of December 31, 2018, issued stock options total 976,559. During 2018, 495,403 stock options had been cancelled due to termination of employment and were available for reissuance at that time. There are no options outstanding from this plan as of March 31, 2020 and December 31, 2019.

2015 Incentive Plan

The 2015 Incentive Plan was terminated by the Board of Directors on January 24, 2019. The 2015 Incentive Plan provided the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock.

The Company approved the 2015 Incentive Plan in October 2015. The 2015 Incentive Plan provided the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock. In April, 2017, the Company granted stock options to purchase 1,500,000 shares of Common Stock pursuant to the 2015 Plan. The options were priced at the fair market value of the Common Stock and were exercisable from the date of issuance. In 2018, there were no issuances under the 2015 plan. As of December 31, 2018, issued stock options total 1,500,000. During 2018, 693,610 stock options had been cancelled due to termination of employment and were available for reissuance at that time. There are 505,609 options outstanding from this plan as of March 31, 2020, and 661,858 options outstanding as of December 31, 2019.

During February 2019, two of the Company’s Directors surrendered 70,000 stock options and were issued 70,000 shares of Common Stock in exchange. The CEO of the Company was also issued 222,000 Restricted and Non-Trading shares of Common Stock.

 On August 13, 2019, the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 93,750 Restricted and Non-Trading shares at $0.16 per share. The total exercise value of $15,000 was reduced the loan payable to the CEO to $0.

On November 1, 2019, the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 239,938 Restricted and Non-Trading shares at $0.16 per share. The total exercise value of $38,390 was reduced the accrued salary payable to the CEO by the same amount.

As of December 31, 2019, there are 661,858 options outstanding that were issued to Glenn Simpson. The exercise price is $0.16.

On January 14, 2020 the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share. The total exercise value of $15,000 was reduced the accrued salary payable to the CEO by the same amount.

On March 6, 2020 the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 62,500 Restricted and Non-Trading shares at $0.16 per share. The total exercise value was $10,000 and this reduced the accrued salary payable to the CEO to $0. 

The following table summarizes stock option activity under the Plans:

	Options			Exercise Price		Remaining Contractual Term    (in years)
Outstanding, December 31, 2019		661,858		$	0.16		2.27
Granted		—
Exercised		(156,250	)		0.16		—
Forfeited							—
Outstanding, March 31, 2020		505,608		$	0.16		2.02
Exercisable, March 31, 2020		505,608		$	0.16		2.02

During the three months ended March 31, 2020 and 2019, compensation expense related to stock options was $0. As of March 31, 2020, there was no unrecognized compensation cost related to non-vested stock options.

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NOTE 6 – RELATED PARTY TRANSACTIONS

On January 14, 2020 the CEO of the Company exercised 93,750 stock options at an exercise price of $0.16. The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $15,000.

On March 12, 2020 the $10,000 accrued salary balance was used to pay for an option exercise made by the CEO of the Company. As a result of the transaction, the Company issued 62,500 Restricted and Non-Trading shares of Common Stock to the CEO and the accrued payroll then owed to the CEO was reduced to $0.

As of March 31, 2020, accrued payroll of $21,644 was owed to employees.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. MD&A is organized as follows:

• Significant Accounting Policies — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

• Results of Operations — Analysis of our financial results comparing the three months ended March 31, 2020 to March 31, 2019.

• Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.

This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward looking statements, which apply only as of the date of this annual report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Significant Accounting Policies

We have prepared our financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base these significant judgments and estimates on historical experience and other applicable assumptions we believe to be reasonable based upon information presently available. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Actual results could materially differ from our estimates under different assumptions, judgments or conditions.

All of our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our critical accounting policies and estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions, judgments or conditions.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:

Use of Estimates — The financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 

12

Recent Accounting Pronouncements

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASC aims to to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The Company is still assessing the impact of this pronouncement to the financial statements.

COMPANY OVERVIEW

MOJO Organics, Inc. (“MOJO” or the “Company”) a Delaware Corporation is headquartered in Jersey City, NJ. The Company engages in new product development, production, marketing, distribution and sales of beverage brands that are Non GMO Project Verified.

The Company’s flagship product is MOJO Pure Coconut Water. In addition to Pure Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice and Coconut Water + Pineapple Juice. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third party partners an improved broker network, and new products and packaging in 2020, including pH7 water (pH is a scale of acidity) and energy beverages which are both major sectors of the beverage industry. The company packages its beverages  in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.  

Results of Operations

Three Months Ended March 31, 2020 and 2019

Revenue

For the three months ended March 31, 2020, the Company reported revenue of $440,090 increase of $ 31,593 or 8% from revenue of $408,497 for the three months ended March 31, 2019.  The increase in revenue was primarily due to the growing demand for both MOJO branded and private label products. Cases sold in the first quarter of 2020 increased by 9,461 compared to the same period in 2019.

Cost of Revenue

Cost of revenue includes finished goods purchase costs, production costs, raw material costs and freight in costs. Also included in cost of revenue are adjustments made to inventory carrying amounts, including markdowns to market.

For the three months ended March 31, 2020, cost of revenue was $237,050 or 54% of revenue. For the three months ended March 31, 2019, cost of revenue was $200,632 or 49% of revenue. The 5% percentage points increase was primarily due to higher purchase price of goods and higher freight in costs.

13

Operating Expenses

For the three months ended March 31, 2020, operating expenses were $259,653 a decrease of $26,359 from operating expenses of $286,012 for the three months ended March 31, 2019.

This decrease in operating expenses was comprised of higher selling expenses offset by lower compensation expenses. Selling expenses were $114,141 for the three months ended March 31, 2020 compared to $126,756 for the three months ended March 31, 2019. This $12,615 decrease is attributable to the lower storage fees. There were also no trade show fees recorded and marketing fees decreased by $5,104 from the same period last year.

Liquidity and Capital Resources

Liquidity

As of March 31, 2020 the Company had working capital of $184,037. Net cash provided by operating activities was $335 for the three months ended March 31, 2020, an increase of $1,872 compared to net cash used for operating activities of ($1,537) for the three months ended March 31 2019. Net cash used in financing activities was $5,250 for the three months ended March 31, 2020 and $750 for the three months ended March 31, 2019.

Working Capital Needs

Our working capital requirements increase as demand grows for our products. Should the Company require additional working capital in the next twelve months, it may seek to raise funds.  Financing transactions could include the issuance of equity or debt securities or obtaining credit facilities. The Company has not required additional financing since February 2016.

OFF-BALANCE SHEET ARRANGEMENTS

The Company had no off-balance sheet arrangements as of March 31, 2020  

14

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Under the supervision and with the participation of the Company’s senior management, consisting of the Company’s principal executive and financial officer and the Company’s principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company’s principal executive and financial officer concluded, as of the Evaluation Date, that the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

The management of MOJO Organics, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f)) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this evaluation, our officers concluded that, during the period covered by this annual report, our internal controls over financial reporting were operating effectively.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

15

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings arising in the ordinary course of business.  We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

ITEM 1A.  RISK FACTORS

The global coronavirus (COVID-19) pandemic has caused disruptions in supply chains, affecting production and sales across a range of industries. While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration.

The extent of the impact of COVID-19 on our operational and financial performance will depend on the effect on our customers and vendors – all of which are uncertain and cannot be predicted. The related financial impact cannot be reasonably estimated at this time.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None. 

ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.  OTHER INFORMATION

None. 

16

ITEM 6.  EXHIBITS

Exhibit No.	SEC Report Reference Number	Description
2.1	2.1	Agreement and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp.  and MOJO Ventures, Inc. dated May 13, 2011 (1)
2.2	2.1	Split-Off Agreement, dated as of October 27, 2011, by and among MOJO Ventures, Inc., SBSI Acquisition Corp., MOJO Organics, Inc., and the Buyers party thereto (2)
3.1	3.1	Certificate of Incorporation of MOJO Shopping, Inc. (3)
3.2	3.1	Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
3.3	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5)
3.4	3.4	Articles of Merger (1)
3.5	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (9)
3.6	3.1	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)
3.7	3.1	Amended and Restated Bylaws of MOJO Ventures, Inc. (6)
3.8	3.8	Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (13)
10.1	10.1	Form of Second Amended and Restated Restricted Stock Agreement (14)
10.2	10.6	2012 Long-Term Incentive Equity Plan (13)
10.3	10.7	Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (13) †
10.4	10.8	Form of Indemnification Agreement with officers and directors (13)
10.5	10.1	Form of Promissory Note issued to OmniView Capital LLC and Paul Sweeney (11)
10.6	10.2	Advisor Agreement with OmniView Capital LLC (11)
10.7	10.3	Amended and Restated Securities Purchase Agreement (11)
10.8	10.4	Registration Rights Agreement (11)
10.9	10.5	Commitment letter executed by each of Glenn Simpson, Jeffrey Devlin and Richard Seet (11)
10.10	10.6	Amendment to Richard X. Seet Restricted Stock Agreement (11)
10.11	10.7	Letter Agreement relating to nominee right of OmniView Capital LLC (11)
10.12	10.1	Juice License Agreement between Chiquita Brands L.L.C. and MOJO Organics, Inc. dated as of August 15, 2012 (12)
10.13	10.17	Form of Subscription Agreement for 2013 Offering (13)
10.14	10.18	Employment Agreement dated March 1, 2013 between MOJO Organics, Inc. and Glenn Simpson (13) †
10.15	10.15	Form of Advisor Agreement (14)
10.16	10.16	Form of Restricted Stock Agreement, dated December 4, 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin and Nicholas Giannuzzi.  (14) †
10.17	10.17	Form of Restricted Stock Agreement, dated March 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin, Peter Spinner and Marianne Vignone. (14) †
10.18	10.18	Form of Subscription Agreement for March 2014 Stock (with Warrants) Offering (14)
10.19	10.19	Form of Warrant (14)
10.20	10.20	Form of Subscription Agreement for March 2014 Stock Offering (14)
10.21	10.21	Form of Distribution Agreement
10.22	10.2	Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan, dated August 14, 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Peter Spinner, Richard Seet, Jeffery Devlin and Marianne Vignone. (15)
10.23	10.3	Employment Agreement, dated August 12, 2014, between MOJO Organics, Inc. and Peter Spinner. (15)
10.24	10.1	Form of Restricted Stock Agreement, dated August 12, 2014, between MOJO organics, Inc. and Peter Spinner. (15)
10.25	10.25	Amended and Restated Employment Agreement by and between MOJO Organics, Inc. and Glenn Simpson dated June 15, 2015 (16)
10.26	10.26	Amended and Restated Employment Agreement by and between MOJO Organics, Inc. and Peter Spinner dated June 15, 2015 (16)
10.27	10.1	Letter Agreement by and between MOJO Organics Inc. and Peter Spinner dated December 15, 2015(18)
10.28	10.1	Common Stock Purchase Agreement by and between MOJO Organics, Inc. and Wyatts Torch Equity Partners, LP dated March 6, 2017
16.1	16.1	Letter from Liggett, Vogt & Webb, P.A. (16)
16.2	16.1	Letter from Cowan, Gunteski & Co., P.C. dated April 21, 2016 (19)
31.1	31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  Filed herewith.

† Management compensatory plan, contract or arrangement.

17

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011.

(3) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007.

(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011.

(5) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012.

(6) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011.

(7) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 12, 2011.

(8) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 8, 2011.

(9) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013.

(10) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on June 25, 2013.

(11) Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013.

(12) Incorporated by reference to the Registrant’s Current Report on Form 8-K/A as an exhibit, numbered as indicated above, filed with the SEC on February 7, 2013.  Portions of the exhibit and/or related schedules or exhibits thereto have been omitted pursuant to a request for confidential treatment, which has been granted by the Commission. 

(13) Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013.

(14) Incorporated by reference to the Registrant’s Annual Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on April 16, 2014.

(15)	Incorporated by reference to the Registrant’s Annual Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on October 2, 2014.
(16)	Incorporated by reference to the Registrant’s Annual Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 30, 2015.
(17)	Incorporated by reference to the Registrant’s Annual Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 25, 2015.
(18)	Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on December 15, 2015.
(19)	Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 22, 2016.

18

Filings	Description	Filing Date	File/Film Number
8-K	Current report, items 8.01 and 9.01	4/1/2020	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	3/30/2020	000-55269
8-K	Current report, item 5.02	12/26/2019	000-55269
8-K	Current report, items 8.01 and 9.01	11/4/2019	000-55269
8-K	Current report, items 8.01 and 9.01	10/28/2019	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	10/28/2019	000-55269
8-K/A	[Amend] Current report, item 5.02	10/16/2019	000-55269
8-K	Current report, item 5.02	10/16/2019	000-55269
8-K	Current report, items 8.01 and 9.01	9/20/2019	000-55269
8-K	Current report, items 8.01 and 9.01	9/16/2019	000-55269
SC 13D/A	[Amend] General statement of acquisition of beneficial ownership	8/16/2019	005-88469
10-Q	Quarterly report [Sections 13 or 15(d)]	8/14/2019	000-55269
SC 13D	General statement of acquisition of beneficial ownership	8/12/2019	005-88469
10-Q	Quarterly report [Sections 13 or 15(d)]	5/10/2019	000-55269
DEF 14C	Other definitive information statements	3/4/2019	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	2/25/2019	000-55269
8-K	Current report, item 5.02	2/22/2019	000-55269
PRE 14C	Other preliminary information statements	2/12/2019	000-55269
8-K	Current report, items 2.02 and 9.01	1/22/2019	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	10/30/2018	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	7/13/2018	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	5/10/2018	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	2/21/2018	000-55269
8-K	Current report, items 8.01 and 9.01	1/26/2018	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	11/3/2017	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	8/15/2017	000-55269
8-K	Current report, items 8.01 and 9.01	5/24/2017	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	5/1/2017	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	3/24/2017	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	10/14/2016	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	7/13/2016	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	5/2/2016	000-55269
8-K	Current report, items 4.01 and 9.01	4/22/2016	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	2/16/2016	000-55269
10-Q/A	[Amend] Quarterly report [Sections 13 or 15(d)]	2/16/2016	000-55269
10-Q/A	[Amend] Quarterly report [Sections 13 or 15(d)]	2/16/2016	000-55269
8-K	Current report, item 4.02	2/16/2016	000-55269
8-K	Current report, item 8.01	1/7/2016	000-55269
8-K	Current report, item 8.01	12/16/2015	000-55269
8-K	Current report, item 8.01	12/15/2015	000-55269

19

8-K	Current report, items 1.01, 3.02, and 5.02	12/15/2015	000-55269
8-K	Current report, items 1.01, 3.02, and 5.02	12/9/2015	000-55269
8-K	Current report, items 4.01 and 9.01	10/23/2015	000-55269
S-8	Securities to be offered to employees in employee benefit plans	10/22/2015	333-207561
10-Q	Quarterly report [Sections 13 or 15(d)]	10/8/2015	000-55269
8-K	Current report, items 1.01, 3.02, 5.02, and 9.01	8/25/2015	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	7/21/2015	000-55269
10-Q/A	[Amend] Quarterly report [Sections 13 or 15(d)]	7/21/2015	000-55269
8-K	Current report, items 1.01, 3.02, 5.02, and 9.01	6/30/2015	000-55269
8-K	Current report, item 8.01	5/29/2015	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	5/7/2015	000-55269
8-K	Current report, item 5.02	4/2/2015	000-55269
8-K	Current report, item 1.01	4/2/2015	000-55269
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	2/27/2015	000-55269
SC 13D	General statement of acquisition of beneficial ownership	12/23/2014	005-88469
SC 13D	General statement of acquisition of beneficial ownership	12/23/2014	005-88469
EFFECT	Notice of Effectiveness	10/29/2014	333-196488
CORRESP	[Cover]Correspondence	10/27/2014
UPLOAD	[Cover]SEC-generated letter	10/24/2014
CORRESP	[Cover]Correspondence	10/17/2014
S-1/A	[Amend] [Cover]General form for registration of securities under the Securities Act of 1933	10/17/2014	333-196488
10-K/A	[Amend] Annual report [Section 13 and 15(d), not S-K Item 405]	10/17/2014	000-55269
UPLOAD	[Cover]SEC-generated letter	10/10/2014
10-Q	Quarterly report [Sections 13 or 15(d)]	10/2/2014	000-55269
CORRESP	[Cover]Correspondence	9/24/2014
10-K/A	[Amend] [Cover]Annual report [Section 13 and 15(d), not S-K Item 405]	9/24/2014	000-55269
S-1/A	[Amend] [Cover]General form for registration of securities under the Securities Act of 1933	9/24/2014	333-196488
UPLOAD	[Cover]SEC-generated letter	8/21/2014
8-A12G	Registration of securities [Section 12(g)]	8/20/2014	000-55269
10-Q	Quarterly report [Sections 13 or 15(d)]	8/14/2014	333-148190
CORRESP	[Cover]Correspondence	8/11/2014
S-1/A	[Amend] General form for registration of securities under the Securities Act of 1933	8/11/2014	333-196488
10-K/A	[Amend] Annual report [Section 13 and 15(d), not S-K Item 405]	8/6/2014	333-148190
8-K	Current report, items 4.01 and 9.01	8/4/2014	333-148190
UPLOAD	[Cover]SEC-generated letter	7/1/2014
S-1	General form for registration of securities under the Securities Act of 1933	6/3/2014	333-196488

20

10-Q	Quarterly report [Sections 13 or 15(d)]	4/18/2014	333-148190
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	4/16/2014	333-148190
D	Notice of Exempt Offering of Securities, item 06b	3/14/2014	021-213601
D	Notice of Exempt Offering of Securities, item 06b	3/14/2014	021-213600
10-Q	Quarterly report [Sections 13 or 15(d)]	10/9/2013	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	10/1/2013	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	9/27/2013	333-148190
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	9/24/2013	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	7/8/2013	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	6/25/2013	333-148190
D	Notice of Exempt Offering of Securities, item 06	5/22/2013	021-196904
8-K	Current report, items 5.03, 5.07, and 9.01	4/2/2013	333-148190
CT ORDER	Confidential treatment order	2/11/2013	333-148190
8-K/A	[Amend] Current report, item 9.01	2/7/2013	333-148190
D	Notice of Exempt Offering of Securities, item 06	2/7/2013	021-191488
8-K	Current report, items 1.01, 2.03, 3.02, 5.02, and 9.01	2/1/2013	333-148190
8-K	Current report, items 1.01 and 9.01	8/17/2012	333-148190
8-K	Current report, item 1.01	6/4/2012	333-148190
8-K	Current report, items 3.02, 5.01, and 5.02	5/24/2012	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	5/15/2012	333-148190
8-K	Current report, item 5.02	5/9/2012	333-148190
10-K/A	[Amend] Annual report [Section 13 and 15(d), not S-K Item 405]	5/4/2012	333-148190
10-K	Annual report [Section 13 and 15(d), not S-K Item 405]	5/2/2012	333-148190
NT 10-K	Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405	3/30/2012	333-148190
UPLOAD	[Cover]SEC-generated letter	3/1/2012
8-K	Current report, items 7.01 and 9.01	2/8/2012	333-148190
8-K	Current report, items 5.02, 7.01, and 9.01	2/2/2012	333-148190
8-K	Current report, items 5.03, 5.07, 7.01, and 9.01	1/4/2012	333-148190
8-K	Current report, items 4.01 and 9.01	12/20/2011	333-148190
CORRESP	[Cover]Correspondence	11/23/2011
10-Q/A	[Amend] Quarterly report [Sections 13 or 15(d)]	11/22/2011	333-148190
10-Q	Quarterly report [Sections 13 or 15(d)]	11/21/2011	333-148190
NT 10-Q	Notification of inability to timely file Form 10-Q or 10-QSB	11/15/2011	333-148190
8-K	Current report, items 1.01, 2.01, 5.02, and 9.01	11/2/2011	333-148190
8-K	Current report, items 5.03 and 9.01	10/31/2011	333-148190

21

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MOJO ORGANICS, INC.
Dated: April 15, 2020	By:	/s/ Glenn Simpson
		Glenn Simpson
		Chief Executive Officer and Chairman
		(Principal Executive and Principal Financial Officer)

22

EX-31.1

Exhibit 31.1

FORM OF CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATIONS

I, Glenn Simpson, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q of MOJO Organics, Inc.;

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.         I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the issuer is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.         I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

	MOJO ORGANICS, INC.
Dated: April 15, 2020	By:	/s/ Glenn Simpson
		Glenn Simpson, Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer)

1

EX-32.1

 Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MOJO Organics, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

	MOJO ORGANICS, INC.
Dated: April 15, 2020	By:	/s/ Glenn Simpson
		Glenn Simpson, Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer)

25

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Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Number of securities	2,005,608	2,401,796
Stock Options
Number of securities	505,608	901,796
Expiration Date	Apr. 06, 2022
Exercise Price	$ 0.16
Warrants
Number of securities	1,500,000	1,500,000
Expiration Date	Aug. 19, 2020
Exercise Price	$ 0.40

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2020 and December 31, 2019, the Company did not have any cash equivalents. 

Accounts Receivable

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 was zero.

Inventories

Inventories

Inventories, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”). If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost. There was no such adjustments in 2020 and 2019.

Revenue Recognition

Revenue Recognition

Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers. The Company’s products are sold on cash and credit terms which are established in accordance with standardized industry practices and typically require payment within 30 days of delivery. Costs incurred for sales incentives and discounts are accounted for as reductions in revenue.

Deductions from Revenue

Deductions from Revenue

Costs incurred for sales incentives and discounts are accounted for as reductions in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf space.

Shipping and Handling Costs

Shipping and Handling Costs

Shipping and handling costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.

Net Loss Per Common Share

Net Loss Per Common Share

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.

The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share:

			As of March 31,
	Expiration Date	Exercise Price	2020		2019
Shares underlying options outstanding	Apr   6, 2022	$0.16		505,608		901,796
Shares underlying warrants outstanding	Aug 19, 2020	$0.40		1,500,000		1,500,000
Total				2,005,608		2,401,796

Income Taxes

Income Taxes

The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of March 31, 2020 and December 31, 2019, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time. As of March 31, 2020 and December 31, 2019, the Company had Net Operating Loss Carryforwards of approximately $5,100,000 and $5,050,000, respectively, and a Deferred Tax Assets amounting to $1,333,505 and $1,319,434, respectively, which have been fully reserved by a valuation allowance. The Company does not expect the valuation allowance to be reversed within the next twelve months.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for equity based transactions under the provisions of ASC Topic 718, “Accounting for Stock-Based Compensation”. The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.

Share based payment awards are measured at grant date fair value of the equity instrument that an entity is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Fair value of financial instruments

Fair value of financial instruments

The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term nature.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASC aims to to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The Company is still assessing the impact of this pronouncement to the financial statements.

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Related Party Transactions (Details Narrative) - USD ($)				1 Months Ended
	Mar. 12, 2020	Jan. 14, 2020	Aug. 13, 2019	Feb. 28, 2019	Mar. 31, 2020	Dec. 31, 2019
Options exercised			93,750
Accrued Payroll					$ 145,895	$ 140,854
CEO
Options exercised	62,500	93,750		222,000
Options exercised, par value		$ 0.16
Reduction in accrued payroll	$ 0	$ 15,000
Accrued Payroll					21,644
Accrued salary	$ 10,000				$ 15,000	$ 10,000

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Stockholders' Equity - Schedule Of Cancellation of Shares (Details)	3 Months Ended
	Mar. 31, 2020 shares
Certificate #605
Shares cancelled	50,000
Certificate #606
Shares cancelled	50,000
Certificate #607
Shares cancelled	50,000
Certificate #608
Shares cancelled	50,000
Certificate #610
Shares cancelled	167,204

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Condensed Statements of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2020 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, Shares at Dec. 31, 2019	29,351,294
Beginning balance, Amount at Dec. 31, 2019	$ 29,352	$ 23,488,626	$ (23,346,618)	$ 171,360
Stock and warrants issued to directors and employees, Shares	397,250
Stock and warrants issued to directors and employees, Amount	$ 397	74,143		$ 74,540
Stock repurchased and cancelled, shares	(25,000)			(25,000)
Stock repurchased and cancelled, Amount	$ (25)	(5,225)		$ (5,250)
Net loss			(56,613)	(56,613)
Ending balance, Shares at Mar. 31, 2020	29,723,544
Ending balance, Amount at Mar. 31, 2020	$ 28,724	$ 23,557,544	$ (24,403,231)	$ 184,037

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Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 51,064	$ 55,978
Accounts Receivable, net	92,060	75,087
Inventory	181,402	175,719
Supplier deposits	11,367	11,539
Prepaid expenses	11,165	14,767
Security deposit	4,518	4,518
Total Current Assets	351,576	337,608
CURRENT LIABILITIES:
Accounts payable and accrued expenses	145,895	140,854
Accrued Payroll to related parties	21,644	25,394
Total Current Liabilities	167,538	166,248
STOCKHOLDERS' EQUITY
Common stock, 190,000,000 shares authorized at $0.001 par value, 29,723,544 and 29,351,294 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	29,724	29,352
Additional paid in capital	23,557,544	23,488,626
Accumulated deficit	(23,403,231)	(23,346,618)
Total Stockholders Equity	184,037	171,360
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 351,576	$ 337,608

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Stock Options (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended		12 Months Ended
	Mar. 12, 2020	Jan. 14, 2020	Nov. 01, 2019	Aug. 13, 2019	Feb. 28, 2019	Feb. 18, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2017	Apr. 06, 2017	Dec. 31, 2016	Oct. 31, 2015	Dec. 31, 2013
Compensation expense							$ 0	$ 0
Unrecognized compensation cost										$ 0
Options converted						70,000
Common stock issued upon conversion of options						70,000
Options exercised				93,750
Stock option exercised, value				$ 15,000
Directors
Warrants issued													1,073,441
CEO
Exercise price, per share	$ 0.16	$ 0.16				$ 0.255	$ 0.16
Options exercised	62,500	93,750			222,000
Stock Options Exercisable						222,000
Stock option exercised, value	$ 10,000	$ 15,000				$ 56,610	$ 25,000
Reduction in accrued payroll	$ 0	$ 15,000
Directors
Options converted					70,000
Common stock issued upon conversion of options					70,000
Options exercised			239,938
Stock option exercised, value			$ 38,390
Stock Options Exercisable. Weighted Average Exercise Price			$ 0.1	$ 0.16
Glenn Simpson
Stock Options Exercisable										661,858
Stock Options Exercisable. Weighted Average Exercise Price										$ 0.16
Employee Stock Option | Long Term Incentive Equity Plan 2015
Stock Options granted												1,500,000		1,500,000
Stock options cancelled									693,610
Stock options available to be issued									693,610
Stock Options Outstanding							505,609			661,858
Employee Stock Option | Long Term Incentive Equity Plan 2012
Stock Options granted												356,559			2,050,000
Warrants issued									976,559		356,559		620,000
Stock options cancelled									495,403
Stock options available to be issued									495,403
Stock Options Outstanding							0			0

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Stockholders' Equity - Schedule Of Stockholders Equity Note Warrants Or Rights (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Number of securities	2,005,608	2,401,796
Warrants
Warrants Outstanding at end	1,500,000
Warrants Exercisable	1,500,000
August 19, 2015
Number of securities	1,500,000
Expiration Date	Aug. 19, 2020
Exercise Price	$ 0.40
Exercise Value	$ 600,000

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Business

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Business

NOTE 1 – BUSINESS

Overview

MOJO Organics, Inc. (“MOJO” or the “Company”) a Delaware corporation is headquartered in Jersey City, NJ. The Company engages in new product development, production, marketing, distribution and sales of beverage brands that are natural, Non GMO Project verified, and USDA Organic. The Company’s flagship product is MOJO Pure Coconut Water. In addition to Pure Coconut Water, the Company produces Sparkling Coconut Water, Coconut Water + Mango Juice and Coconut Water + Pineapple Juice. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third party partners an improved broker network, and new products and packaging in 2020, including pH7 water (pH is a scale of acidity) and energy beverages which are both major sectors of the beverage industry. The company packages its beverages  in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil based packaging. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water. 

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have beaen prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2020 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K. 

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Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	190,000,000	190,000,000
Common stock, issued	29,723,544	29,351,294
Common stock, outstanding	29,723,544	29,351,294

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Stock Options (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock Options Activity

The following table summarizes stock option activity under the Plans:

	Options			Exercise Price		Remaining Contractual Term    (in years)
Outstanding, December 31, 2019		661,858		$	0.16		2.27
Granted		—
Exercised		(156,250	)		0.16		—
Forfeited							—
Outstanding, March 31, 2020		505,608		$	0.16		2.02
Exercisable, March 31, 2020		505,608		$	0.16		2.02

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 6 – RELATED PARTY TRANSACTIONS

On January 14, 2020 the CEO of the Company exercised 93,750 stock options at an exercise price of $0.16. The Company issued 93,750 Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $15,000.

On March 12, 2020 the $10,000 accrued salary balance was used to pay for an option exercise made by the CEO of the Company. As a result of the transaction, the Company issued 62,500 Restricted and Non-Trading shares of Common Stock to the CEO and the accrued payroll then owed to the CEO was reduced to $0.

As of March 31, 2020, accrued payroll of $21,644 was owed to employees.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The global coronavirus (COVID-19) pandemic has caused disruptions in supply chains, affecting production and sales across a range of industries. While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration.

The extent of the impact of COVID-19 on our operational and financial performance will depend on the effect on our customers and vendors – all of which are uncertain and cannot be predicted. The related financial impact cannot be reasonably estimated at this time. 

Employment Agreements

On April 6, 2017, the Company entered into an Amended and Restated Employment Agreements with Mr. Glenn Simpson (the “Simpson Agreement”), the Company’s Chairman and Chief Executive Officer (the “CEO”).The Simpson Agreement was effective April 1, 2017 and has an eight year term.

Pursuant to the Simpson Agreement dated April 6, 2017, Mr. Simpson will be paid a salary of $5,000 per month in cash and the right to receive 67,000 shares of restricted Common Stock per month. Pursuant to his employment agreement, Mr. Simpson is entitled to a salary of not less than $18,500 per month. Additionally, Mr. Simpson is entitled to an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of Common Stock per year through May 31, 2025 based upon achieving revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards are accelerated when revenues exceed the annual target amounts.

During the three months ended March 31, 2020, the CEO was issued 201,000 Restricted and Non-Trading shares of Common Stock under the terms of the Simpson Agreement for the stock portion of his first quarter compensation. During 2020 and 2019, Mr. Simpson did not receive cash payments. He was owed $15,000 and $10,000 as of March 31, 2020 and December 31, 2019, respectively, for the cash portion of his salary.

The “Simpson Agreement” is the only executive employment agreement in effect as of March 31, 2020.

The Company has no other plans in place and has never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Lease Commitment

The Company maintains office space in Jersey City, NJ. The lease agreement is for the period March 1, 2019 to February 29, 2020 and was renewed for one year under the same terms. The rent under this agreement is $2,343 per month, and expires February 28, 2021. Lease expense amounted to $7,029 and $6,912 for the three months ended March 31, 2020 and 2019 respectively. The security deposit for the lease agreement is $4,518 and the lease expires on February 28, 2021. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from short-term leases such as this office lease. 

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities
Net Loss	$ (56,613)	$ (78,147)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Stock and warrants issued to directors and employees	74,540	89,130
Change in assets and liabilites:
Increase in accounts receivable	(16,973)	(12,321)
(Increase)/Decrease in inventory	(5,683)	17,305
Decrease/(Increase) in supplier deposits	172	(10,000)
(Increase)/Decrease in prepaid expenses	3,602	(8,434)
Increase in accounts payable and accrued expenses	5,041	42,540
Decrease in accrued payroll to related parties	(3,750)	(41,610)
Net cash provided by/(used in) operating activities	335	(1,537)
Net cash from financing activities:
Shares repurchased for cancellation	(5,250)	(750)
Net cash used in financing activities	(5,250)	(750)
Net decrease in cash and cash equivalents	(4,915)	(2,287)
Cash and cash equivalents at beginning of periods	55,978	24,031
Cash and cash equivalents at end of periods	$ 51,064	$ 21,744

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Document and Entity Information	3 Months Ended
	Mar. 31, 2020 shares
Document And Entity Information
Entity Registrant Name	Mojo Organics, Inc.
Entity Central Index Key	0001414953
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	000-55269
Entity Interactive Data Current	Yes
Entity Incorporation, State Country Code	DE
Entity Common Stock, Shares Outstanding	29,723,544

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Stockholders' Equity (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 12, 2020	Jan. 14, 2020	Nov. 01, 2019	Aug. 13, 2019	Oct. 03, 2013	Feb. 18, 2019	Mar. 31, 2020	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2019	Oct. 03, 2014
Common Stock, Shares Authorized							190,000,000			190,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)							$ 0.001			$ 0.001
Common stock shares issued							29,723,544			29,351,294
Stock option exercised, value				$ 15,000
Stock repurchased and cancelled, shares							(25,000)
Value of stock repurchased							$ 5,250
Agreement with Mr. Ian Thompson
Shares pending cancellation due to lack of delivery of consideration and break of the agreement								367,204
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones											200,000
Shares issued for consulting work					167,204
Consulting fees					$ 501,612			$ 105,000	$ 280,000
March 2014 Private Placement
Warrants issued							2,030,223
Exercise price, per share							$ 0.91
Warrants expiration date							Mar. 12, 2019
August 2015 Private Placement
Warrants issued							1,500,000
Exercise price, per share							$ 0.40
Warrants expiration date							Aug. 19, 2020
Directors
Common stock issued							397,250
Stock option exercised, value			$ 38,390
CEO
Exercise price, per share	$ 0.16	$ 0.16				$ 0.255	$ 0.16
Common stock shares issued										440,938
Common stock issued							201,000
Stock option exercised, shares							156,250
Stock option exercised, value	$ 10,000	$ 15,000				$ 56,610	$ 25,000
Stock issued for compensation							40,000

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share

The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share:

			As of March 31,
	Expiration Date	Exercise Price	2020		2019
Shares underlying options outstanding	Apr   6, 2022	$0.16		505,608		901,796
Shares underlying warrants outstanding	Aug 19, 2020	$0.40		1,500,000		1,500,000
Total				2,005,608		2,401,796

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Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company has authorized 190,000,000 shares of Common Stock having a par value of $0.001. On February 4, 2019, the Company by a vote of its majority shareholders cancelled the authorization for the issuance of up to 10,000,000 shares of preferred stock. There were no shares of preferred stock issued or outstanding prior to this change. 

Restricted Stock Issuances

During the three months ended March 31, 2020, 397,250 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company. These shares have full voting rights but are restricted for sale or transfer. The CEO exercised options to purchase 156,250 shares at $0.16 per share for a total exercise price of $25,000 which reduced the accrued salary payable to the CEO by the same amount. The CEO was also issued 201,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his salary for the first quarter. A Director was issued 40,000 shares of Common stock as an award for continuing to serve as a Director of the Company. The value of these shares was recorded as a component of compensation expense.

Stock Warrants

In connection with private placement offerings in March 2014 (the “2014 Offerings”), warrants to purchase 2,030,223 shares of Common Stock were issued at a price of $0.91 per share. These warrants expired on March 12, 2019.

In connection with a private placement offering in August 2015 (the “2015 Offerings), warrants to purchase 1,500,000 shares of Common Stock were issued at a price of $0.40 per share. These warrants will expire on August 19, 2020.

The following table summarizes warrant activity during the period:

	Number of Warrants		Expiration Date	Exercise Price		Exercise Value
Issued August 19, 2015		1,500,000	August 19, 2020	$	0.40	$	600,000
Outstanding at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000
Exercisable at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000

Stock Purchased for Cancellation

During the period January 1, 2020 to March 31, 2020 the Company purchased 25,000 shares of its restricted common stock from one shareholder for cancellation. The Company paid $5,250 or $0.21 per share which was the average market price for its traded shares during the period. The shares were cancelled and are available for reissuance.

Advisory Services

On October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from Carricklee House, Strabane, Northern Ireland.  

In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue.  The stock is vested; however it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014. Consulting fees amounting to $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock.  Throughout the term of the agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same. Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide evidence.

On June 27, 2014, the Company terminated the agreement.  Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates listed below. The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate the Thompson Agreement. The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery.

Certificate No(s)		Registered To	No. of Shares		CANCELLED	No. of Shares
	605	Ian Thompson		50,000	CANCELLED		50,000
	606	Ian Thompson		50,000	CANCELLED		50,000
	607	Ian Thompson		50,000	CANCELLED		50,000
	608	Ian Thompson		50,000	CANCELLED		50,000
	610	Ian Thompson		167,204	CANCELLED		167,204

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Allowance for doubtful accounts	0	0
Net Operating Loss Carryforward	5,100,000	5,050,000
Allowance for Deferred Tax Assets	$ 1,333,505	$ 1,319,434

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 12, 2020	Dec. 31, 2019
Monthly office fee	$ 2,343
Lease expense	7,029	$ 6,912
Security deposit	$ 4,518			$ 4,518
Lease expiration date	Feb. 28, 2021
CEO
Employment Agreement terms	Pursuant to the Simpson Agreement dated April 6, 2017, Mr. Simpson will be paid a salary of $5,000 per month in cash and the right to receive 67,000 shares of restricted Common Stock per month. Pursuant to his employment agreement, Mr. Simpson is entitled to a salary of not less than $18,500 per month. Additionally, Mr. Simpson is entitled to an annual bonus comprised of cash and Common Stock based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. The cash bonus is established at $44,400 per year. The stock bonus is set at 200,000 shares of Common Stock per year through May 31, 2025 based upon achieving revenue performance goals. The revenue goals range from $900,000 to $19,200,000 per year. The bonus awards are accelerated when revenues exceed the annual target amounts.
Common stock issued	201,000
Accrued salary	$ 15,000		$ 10,000	$ 10,000

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Schedule Of Stockholders Equity Note Warrants Or Rights

The following table summarizes warrant activity during the period:

	Number of Warrants		Expiration Date	Exercise Price		Exercise Value
Issued August 19, 2015		1,500,000	August 19, 2020	$	0.40	$	600,000
Outstanding at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000
Exercisable at March 31, 2020		1,500,000	August 19, 2020	$	0.40	$	600,000

Schedule Of Cancellation of Shares

The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery.

Certificate No(s)		Registered To	No. of Shares		CANCELLED	No. of Shares
	605	Ian Thompson		50,000	CANCELLED		50,000
	606	Ian Thompson		50,000	CANCELLED		50,000
	607	Ian Thompson		50,000	CANCELLED		50,000
	608	Ian Thompson		50,000	CANCELLED		50,000
	610	Ian Thompson		167,204	CANCELLED		167,204

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Stock Options

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock Options

NOTE 5 – STOCK OPTIONS

On April 6, 2017, the Company granted stock options to purchase 356,559 shares and 1,500,000 shares of Common Stock pursuant to the 2012 Incentive Plan and the 2015 Incentive Plan, respectively. The options were priced at the fair market value of the Common Stock and are immediately exercisable.

2012 Incentive Plan

On February 18, 2019, the Company’s Board of Directors signed an unanimous consent to terminate the 2012 Incentive Plan, and it was resolved further that 70,000 options to purchase shares of Common Stock be converted into 70,000 shares of Common Stock. It also allowed the CEO of the Company to exercise options to purchase 222,000 Restricted and Non-Trading shares of Common Stock at $0.255 per share. The total exercise price was $56,610 and this reduced the loan payable to the CEO by the same amount.

The 2012 Incentive Plan was approved by our shareholders in March 2013. The 2012 Incentive Plan provided the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or other stock-based awards for up to an aggregate of 2,050,000 shares of common stock.  In 2016, the Company issued 620,000 stock options to purchase shares of common stock that expire in August 2019, and issued 1,073,441,restricted common stock to its Directors and employees. In 2017, the Company granted stock options to purchase 356,559 shares that expire in April 2022. The options were priced at the fair market value of the Common Stock and are exercisable. In 2018, there were no issuances under the 2012 plan. As of December 31, 2018, issued stock options total 976,559. During 2018, 495,403 stock options had been cancelled due to termination of employment and were available for reissuance at that time. There are no options outstanding from this plan as of March 31, 2020 and December 31, 2019.

2015 Incentive Plan

The 2015 Incentive Plan was terminated by the Board of Directors on January 24, 2019. The 2015 Incentive Plan provided the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock.

The Company approved the 2015 Incentive Plan in October 2015. The 2015 Incentive Plan provided the Company with the ability to issue stock options, stock awards and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock. In April, 2017, the Company granted stock options to purchase 1,500,000 shares of Common Stock pursuant to the 2015 Plan. The options were priced at the fair market value of the Common Stock and were exercisable from the date of issuance. In 2018, there were no issuances under the 2015 plan. As of December 31, 2018, issued stock options total 1,500,000. During 2018, 693,610 stock options had been cancelled due to termination of employment and were available for reissuance at that time. There are 505,609 options outstanding from this plan as of March 31, 2020, and 661,858 options outstanding as of December 31, 2019.

During February 2019, two of the Company’s Directors surrendered 70,000 stock options and were issued 70,000 shares of Common Stock in exchange. The CEO of the Company was also issued 222,000 Restricted and Non-Trading shares of Common Stock.

 On August 13, 2019, the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 93,750 Restricted and Non-Trading shares at $0.16 per share. The total exercise value of $15,000 was reduced the loan payable to the CEO to $0.

On November 1, 2019, the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 239,938 Restricted and Non-Trading shares at $0.16 per share. The total exercise value of $38,390 was reduced the accrued salary payable to the CEO by the same amount.

As of December 31, 2019, there are 661,858 options outstanding that were issued to Glenn Simpson. The exercise price is $0.16.

On January 14, 2020 the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 93,750 Restricted and Non-trading shares at $0.16 per share. The total exercise value of $15,000 was reduced the accrued salary payable to the CEO by the same amount.

On March 6, 2020 the Company’s Board of Directors signed an unanimous consent to allow the CEO to exercise options to purchase 62,500 Restricted and Non-Trading shares at $0.16 per share. The total exercise value was $10,000 and this reduced the accrued salary payable to the CEO to $0. 

The following table summarizes stock option activity under the Plans:

	Options			Exercise Price		Remaining Contractual Term    (in years)
Outstanding, December 31, 2019		661,858		$	0.16		2.27
Granted		—
Exercised		(156,250	)		0.16		—
Forfeited							—
Outstanding, March 31, 2020		505,608		$	0.16		2.02
Exercisable, March 31, 2020		505,608		$	0.16		2.02

During the three months ended March 31, 2020 and 2019, compensation expense related to stock options was $0. As of March 31, 2020, there was no unrecognized compensation cost related to non-vested stock options.

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Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue	$ 440,090	$ 408,497
Cost of Revenue	237,050	200,632
Gross Profit	203,040	207,865
Operating Expenses
Selling, general and administrative	259,653	286,012
Loss from Operations	(56,613)	(78,147)
Other Income	0	0
Loss Before Provision for Income Taxes	(56,613)	(78,147)
Provision for Income Taxes	0	0
Net Loss	$ (56,613)	$ (78,147)
Net loss per common share, basic and diluted	$ 0.00	$ 0.00
Weighted average number of common shares outstanding, basic and diluted	29,536,229	28,008,915

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2020 and December 31, 2019, the Company did not have any cash equivalents. 

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 was zero.

Inventories

Inventories, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”). If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost. There was no such adjustments in 2020 and 2019.

Revenue Recognition

Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers. The Company’s products are sold on cash and credit terms which are established in accordance with standardized industry practices and typically require payment within 30 days of delivery. Costs incurred for sales incentives and discounts are accounted for as reductions in revenue.

Deductions from Revenue

Costs incurred for sales incentives and discounts are accounted for as reductions in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf space.

Shipping and Handling Costs

Shipping and handling costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.

Net Loss Per Common Share

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.

The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss per common share:

			As of March 31,
	Expiration Date	Exercise Price	2020		2019
Shares underlying options outstanding	Apr   6, 2022	$0.16		505,608		901,796
Shares underlying warrants outstanding	Aug 19, 2020	$0.40		1,500,000		1,500,000
Total				2,005,608		2,401,796

Income Taxes

The Company provides for income taxes using the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of March 31, 2020 and December 31, 2019, the Company had no accrued interest or penalties. The Company has had no Federal or state tax examinations in the past nor does it have any at the current time. As of March 31, 2020 and December 31, 2019, the Company had Net Operating Loss Carryforwards of approximately $5,100,000 and $5,050,000, respectively, and a Deferred Tax Assets amounting to $1,333,505 and $1,319,434, respectively, which have been fully reserved by a valuation allowance. The Company does not expect the valuation allowance to be reversed within the next twelve months.

Stock-Based Compensation

The Company accounts for equity based transactions under the provisions of ASC Topic 718, “Accounting for Stock-Based Compensation”. The ASC prescribes accounting and reporting standards for stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC Topic 718 requires employee compensation expense to be recorded using the fair value method.

Share based payment awards are measured at grant date fair value of the equity instrument that an entity is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Fair value of financial instruments

The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term nature.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASC aims to to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The Company is still assessing the impact of this pronouncement to the financial statements.

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Stock Options - Stock Option Activity (Details) - Stock Options - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Stock Options Outstanding at beginning	661,858
Stock Options Granted	0
Stock Options Exercised	(156,250)
Stock Options Forfeited	(70,000)
Stock Options Outstanding at beginning	505,608	661,858
Stock Optiones Exercisable	505,608
Stock Options Outstanding at beginning, Weighted Average Exercise Price	$ 0.16
Stock Options Granted, Weighted Average Exercise Price
Stock Options Exercised, Weighted Average Exercise Price	0.16
Stock Options Forfeited, Weighted Average Exercise Price
Stock Options Outstanding at end, Weighted Average Exercise Price	0.16	$ 0.16
Stock Optiones Exercisable. Weighted Average Exercise Price	$ 0.16
Stock Options Outstanding, Weighted Average Remaing Contractual Term	2 years 7 days	2 years 3 months 8 days
Stock Optiones Exercisable, Weighted Average Remaining Contractual Term	2 years 7 days