8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2013

MOJO DATA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico	333-175003	66-0808398
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2105 Plantation Village Dorado, Puerto Rico	00646
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 521-9700

N/A

(Former name or former address, if changed since last report)

With a copy to:

Philip Magri, Esq.

The Magri Law Firm, PLLC

11 Broadway, Suite 615

New York, NY 10004

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.MagriLaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On October 3, 2013, the Company issued the following shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), and Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock and collectively with the Common Stock and the Series A Preferred Stock, the “Securities”), to the Company’s officers and directors. The Securities were issued to each individual pursuant to a Stock Purchase Agreement, dated September 20, 2013, between the Company and each individual in consideration for services rendered and valued at $0.001 per share. The Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available to the Company pursuant to Section 4(a)(2) (formerly Section 4(2)) promulgated under the Securities Act due to the fact that the individuals were officers and directors of the Company and the issuances did not involve a public offering of securities. The Securities are deemed to be “restricted securities” and “control securities” pursuant to Rule 144 promulgated under the Securities Act, and certificates evidencing the Securities shall bear the customary restrictive legends.

Joseph Spiteri (Chief Executive Officer, Chairman, President, Secretary and Treasurer)

● 3,000,000 shares of Common Stock

● 8,000,000 shares of Series A Preferred Stock

● 15,000,000 shares of Series B Preferred Stock which are held in escrow and shall be released upon the Company’s achievement of certain financial milestones as set forth in the Stock Purchase Agreement between the Company and Mr. Spiteri.

Nicholas P. DeVito (Chief Operating Officer)

● 1,500,000 shares of Common Stock, of which 1,125,000 shares are held in escrow and shall be released over three years (i.e., 375,000 per year), commencing on the first year anniversary of the first issue date and prorated on a monthly basis.

Ronald J. Everett (Chief Financial Officer)

● 750,000 shares of Common Stock, of which 600,000 shares are held in escrow and shall be released over four years (i.e., 150,000 per year), commencing on the first year anniversary of the first issue date and prorated on a monthly basis.

Ralph M. Amato (Director)

● 5,750,000 shares of Series B Preferred Stock, all of which are held in escrow and shall be released upon the Company achieving certain financial milestones as set forth in the Stock Purchase Agreement between the Company and RDA Equities, LLC, an entity of which Mr. Amato has voting and dispositive control.

Pursuant to the Certificate of Designation of the Series A Preferred Stock, each outstanding share of Series A Preferred Stock shall automatically be converted into one share of Common Stock of the Company on January 1, 2016, without any further action by the holder thereof.

Pursuant to the Certificate of Designation of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible at any time and from time to time thereof, into one share of Common Stock of the Company, subject to adjustment in certain circumstances.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Series B Preferred Stock

On October 3, 2013, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Puerto Rico Department of State for the purposes of amending the Company’s Certificate of Incorporation to establish a series of preferred stock, designated as the Company’s “Series B Preferred Stock,” from the Company’s 90,000,000 remaining authorized “blank check” preferred stock, par value $0.001 per share. The Certificate of Designation was effective upon filing.

The Certificate of Designation fixes the rights, preferences, powers, restrictions and limitations of the Company’s Series B Preferred Stock, including, but not limited to, the following:

● Number of Shares. The class of Series B Preferred Stock consists of 30 million (30,000,000) shares of the Company’s preferred stock, par value $0.001 per share;

● Dividends and Distributions. With respect to the payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of the Series B Preferred Stock shall rank senior to the Company’s Common Stock and any other class of securities that is specifically designated as junior to the Series B Preferred Stock but junior to the Company’s outstanding Series A Preferred Stock.

● Voting. The Series B Preferred Stock is entitled to vote with the Common Stock of the Company, voting together as a single class, and generally, each outstanding share of Series B Preferred Stock is entitled to one vote on all matters voted upon by the shares of Common Stock.

● Conversion. The Series B Preferred Stock is convertible, from time to time by the holder thereof, into shares of Common Stock, on one for one basis, subject to adjustment in the case of a dividend, subdivision, combination or reclassification of the Company’s outstanding Common Stock or the reorganization, reclassification or merger of the Company.

The Certificate of Designation of the Series B Preferred Stock is field as Exhibit 3.2 to this Form 8-K and is incorporated by reference herein. The foregoing summary of the Series B Preferred Stock is qualified in its entirety by reference to the Series B preferred Stock Certificate of Designation filed herewith

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1(1)	Certificate of Incorporation of MOJO Data Solutions, Inc. and Certificate of Designation of the Series A Preferred Stock filed with the Puerto Rico Department of State on August 21, 2013.
3.2	Certificate of Designation of the Series B Preferred Stock filed with the Puerto Rico Department of State on October 3, 2013.
10.1	Form of Stock Purchase Agreement, dated September 20, 2013, between MOJO Data Solutions, Inc. and each officer and director of MOJO Data Solutions, Inc.

(1) Filed as an Exhibit to Form 8-K filed on September 16, 2013 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOJO DATA SOLUTIONS, INC.
Dated: October 4, 2013	By:	/s/ JOSEPH SPITERI
		Joseph Spiteri
		President, Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer)

EX-3.2

EXHIBIT 3.2

CERTIFICATE OF DESIGNATION

OF

SERIES B PREFERRED STOCK

OF

MOJO DATA SOLUTIONS, INC.

Pursuant to Section 5.01 of the General Corporations Act of Puerto Rico, MOJO Data Solutions, Inc., a corporation organized and existing under the General Corporations Act of Puerto Rico (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

WHEREAS, the Certificate of Incorporation of the Corporation filed with the Secretary of State of the Commonwealth of Puerto Rico on August 21, 2013 (the “Certificate of Incorporation”) authorizes the issuance of up to One Hundred Million (100,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows:

1. Designation. There shall be a series of Preferred Stock that shall be designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), and the number of Shares constituting such series shall be Thirty Million (30,000,000). The rights, preferences, powers, restrictions and limitations of the Series B Preferred Stock shall be as set forth herein.

2. Defined Terms. For purposes hereof, the following terms shall have the following meanings:

“Board” has the meaning set forth in the Recitals.

“Certificate of Designation” has the meaning set forth in the Recitals.

“Certificate of Incorporation” has the meaning set forth in the Recitals.

“Common Stock” means the common stock, par value $0.001 per share, of the Corporation.

“Corporation” has the meaning set forth in the Preamble.

“Conversion Shares” means the shares of Common Stock or other capital stock of the Corporation then issuable upon conversion of the Series B Preferred Stock in accordance with the terms of Section 7.

“Junior Securities” means, collectively, the Common Stock and any other class of securities that is specifically designated as junior to the Series B Preferred Stock.

“Liquidation” has the meaning set forth in Section 5.1(a).

“Liquidation Value” means, with respect to any Share on any given date, the par value of the Series B Preferred Stock.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Preferred Stock” has the meaning set forth in the Recitals.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“Senior Securities” mean the Series A Preferred Stock of the Corporation.

“Share” means a share of Series B Preferred Stock.

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

3. Rank. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Shares of the Series B Preferred Stock shall rank senior to all Junior Securities but junior to the Senior Securities.

4. Dividends.

4.1 Participating Dividends. If the Corporation declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution is payable in cash, securities or other property, including the purchase or redemption by the Corporation or any of its Subsidiaries of shares of Common Stock for cash, securities or property, but excluding (i) any dividend or distribution payable on the Common Stock in shares of Common Stock and (ii) any repurchases of Common Stock held by employees or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for such repurchase, the Corporation shall simultaneously declare and pay a dividend on the Series B Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted basis assuming all Shares had been converted pursuant to Section 7 as of immediately prior to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined).

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 2

5. Liquidation.

5.1 Liquidation; Deemed Liquidation

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively with a Deemed Liquidation, a “Liquidation”), the holders of Shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after any payment shall be made to the holders of the Senior Securities and before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all Shares held by such holder, plus all unpaid accrued and accumulated dividends on all such Shares (whether or not declared).

5.2 Participation With Junior Securities on Liquidation. In addition to and after payment in full of all preferential amounts required to be paid to the holders of Series B Preferred Stock upon a Liquidation under this Section 5, the holders of Shares of Series B Preferred Stock then outstanding shall be entitled to participate with the holders of shares of Junior Securities then outstanding, pro rata as a single class based on the number of outstanding shares of Junior Securities on an as-converted basis held by each holder as of immediately prior to the Liquidation, in the distribution of all the remaining assets and funds of the Corporation available for distribution to its stockholders.

5.3 Insufficient Assets. If upon any Liquidation, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Shares of Series B Preferred Stock the full preferential amount to which they are entitled under Section 5.1, (a) the holders of the Shares shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Series B Preferred Stock in the aggregate upon such Liquidation if all amounts payable on or with respect to such Shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of Junior Securities.

5.4 Notice.

(a) Notice Requirement. In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of Shares of Series B Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of Shares upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of Shares of such material change.

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 3

6. Voting.

6.1 Voting Generally. Each holder of outstanding Shares of Series B Preferred Stock shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law or by the provisions of Section 6.2 below. In any such vote, each Share of Series B Preferred Stock shall be entitled to one (1) share of Common Stock as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Each holder of outstanding Shares of Series B Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation’s bylaws.

6.2 Other Special Voting Rights. Without the prior written consent of holders of not less than two-thirds of the then total outstanding Shares of Series B Preferred Stock (a “Supermajority Interest”), voting separately as a single class with one vote per Share, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such holders, and any other applicable stockholder approval requirements required by law, the Corporation shall not take, and shall cause its Subsidiaries not to take or consummate, any of the actions or transactions described in this Section 6.2 (any such action or transaction without such prior written consent being null and void ab initio and of no force or effect) as follows:

(a) create, or authorize the creation of, any additional class or series of capital stock that ranks superior to or in parity with the Series B Preferred Stock in rights, preferences or privileges (including with respect to dividends, liquidation, redemption or voting);

(b) increase or decrease the number of authorized shares Series B Preferred Stock;

(c) other than as contemplated by this Certificate of Designation, amend, alter, modify or repeal this Certificate of Designation or including the amendment of this Certificate of Designation.

(d) enter into, or become subject to, any agreement or instrument or other obligation which by its terms restricts the Corporation’s ability to perform its obligations under this Certificate of Designation; or

(e) agree or commit to do any of the foregoing.

7. Conversion.

7.1 Right to Convert

(a) Right to Convert. Subject to the provisions of this Section 7, at any time and from time to time on or after the Date of Issuance, any holder of Series B Preferred Stock shall have the right by written election to the Corporation to convert all or any portion of the outstanding Shares of Series B Preferred Stock (rounding up to the nearest whole number) held by such holder along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of shares of Common Stock one a one for one basis.

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 4

(b) Upon the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within ten (10) days thereafter) deliver to the relevant holder a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of Common Stock (including any fractional share) to which such holder shall be entitled upon conversion of the applicable Shares. All shares of Common Stock issued hereunder by the Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(c) Effect of Conversion. All Shares of Series B Preferred Stock converted as provided in this Section 7 shall no longer be deemed outstanding as of the effective time of the applicable conversion and all rights with respect to such Shares shall immediately cease and terminate as of such time, other than the right of the holder to receive shares of Common Stock in exchange therefor.

7.2 Reservation of Stock. The Corporation shall at all times when any Shares of Series B Preferred Stock is outstanding reserve and keep available out of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series B Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock pursuant to this Section 7, taking into account any adjustment to such number of shares so issuable in accordance with Section 7.4 hereof. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not close its books against the transfer of any of its capital stock in any manner which would prevent the timely conversion of the Shares of Series B Preferred Stock.

7.3 No Charge or Payment. The issuance of certificates for shares of Common Stock upon conversion of Shares of Series B Preferred Stock pursuant to Section 7.1 shall be made without payment of additional consideration by, or other charge, cost or tax to, the holder in respect thereof.

7.4 Adjustment to Number of Conversion Shares. In order to prevent dilution of the conversion rights granted under this Section 7, the number of Conversion Shares issuable on conversion of the Shares of Series B Preferred Stock shall be subject to adjustment from time to time as provided in this Section 7.4.

(a) Adjustment to Conversion Shares Upon Dividend, Subdivision or Combination of Common Stock If the Corporation shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Corporation payable in shares of Common Stock, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the number of Conversion Shares issuable upon conversion of the Series B Preferred Stock shall be proportionately increased. If the Corporation at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the number of Conversion Shares issuable upon conversion of the Series B Preferred Stock shall be proportionately decreased.

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 5

(b) Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Corporation, (ii) reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Corporation with or into another Person, (iv) sale of all or substantially all of the Corporation’s assets to another Person or (v) other similar transaction, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Share of Series B Preferred Stock shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Conversion Shares then convertible for such Share, be exercisable for the kind and number of shares of stock or other securities or assets of the Corporation or of the successor Person resulting from such transaction to which such Share would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Share had been converted in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into account any limitations or restrictions on the convertibility of such Share, if any); and, in such case, appropriate adjustment in form and substance satisfactory to the holder of such Share) shall be made with respect to such holder’s rights under this Certificate of Designation to insure that the provisions of this Section 7 hereof shall thereafter be applicable, as nearly as possible, to the Series B Preferred Stock in relation to any shares of stock, securities or assets thereafter acquirable upon conversion of Series B Preferred Stock. The provisions of this Section 7.4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Corporation shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Corporation) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Certificate of Designation (in form and substance satisfactory to the holder of such Share), the obligation to deliver to the holders of Series B Preferred Stock such shares of stock, securities or assets which, in accordance with the foregoing provisions, such holders shall be entitled to receive upon conversion of the Series B Preferred Stock.

(c) Certain Events. If any event of the type contemplated by the provisions of this Section 7.4 but not expressly provided for by such provisions occurs, then the Board shall make an appropriate adjustment in the number of Conversion Shares issuable upon conversion of Shares of Series B Preferred Stock so as to protect the rights of the holder of such Shares in a manner consistent with the provisions of this Section 7; provided, that no such adjustment pursuant to this Section 7.4 shall decrease the number of Conversion Shares issuable as otherwise determined pursuant to this Section 7.

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 6

(d) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the number of Conversion Shares, but in any event not later than twenty (20) days thereafter, the Corporation shall furnish to each holder of record of Series B Preferred Stock at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Corporation of a written request by any holder of Series B Preferred Stock, but in any event not later than twenty (20) days thereafter, the Corporation shall furnish to such holder a certificate of an executive officer certifying the number of Conversion Shares or the amount, if any, of other shares of stock, securities or assets then issuable to such holder upon conversion of the Shares of Series B Preferred Stock held by such holder.

(e) Notices. In the event:

(i) that the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Series B Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(ii) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, any consolidation or merger of the Corporation with or into another Person, or sale of all or substantially all of the Corporation’s assets to another Person; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation;

then, and in each such case, the Corporation shall send or cause to be sent to each holder of record of Series B Preferred Stock at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) at least twenty (20) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Corporation shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon conversion of the Series B Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series B Preferred Stock and the Conversion Shares.

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 7

8. Reissuance of Series B Preferred Stock. Any Shares of Series B Preferred Stock redeemed, converted or otherwise acquired by the Corporation or any Subsidiary shall be cancelled and retired as authorized and issued shares of capital stock of the Corporation and no such Shares shall thereafter be reissued, sold or transferred.

9. Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent (a) to the Corporation, at its principal executive offices and (b) to any stockholder, at such holder’s address at it appears in the stock records of the Corporation (or at such other address for a stockholder as shall be specified in a notice given in accordance with this Section 9).

10. Amendment and Waiver. No provision of this Certificate of Designation may be amended, modified or waived except by an instrument in writing executed by the Corporation and a Supermajority Interest, and any such written amendment, modification or waiver will be binding upon the Corporation and each holder of Series B Preferred Stock provided, that no such action shall change or waive (a) the definition of Liquidation Value, (b) the rate at which or the manner in which dividends on the Series B Preferred Stock accrue or accumulate or the times at which such dividends become payable pursuant to Section 4, or (c) this Section 10, without the prior written consent of each holder of outstanding Shares of Series B Preferred Stock; provided, further, that no amendment, modification or waiver of the terms or relative priorities of the Series B Preferred Stock may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders in accordance with this Section 10.

[SIGNATURE PAGE TO FOLLOW]

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 8

IN WITNESS WHEREOF, this Certificate of Designation has been executed on behalf of the Corporation as of this 20th day of September 2013.

MOJO DATA SOLUTIONS, INC.
By:	/s/ JOSEPH SPITERI
	Joseph Spiteri
	Chief Executive Officer, President, Chairman, Secretary and Treasurer

MOJO Data Solutions, Inc. – Series B Preferred Stock Certificate of Designation Page 9

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) dated the date set forth on the signature page here, by and between MOJO DATA SOLUTIONS, INC., a Puerto Rico corporation (the “Company”), and the individual whose name appears on the signature page here (the “Purchaser”).

W I T N E S S E T H

WHEREAS, the Purchaser desires and is willing to purchase the securities (“Securities”) listed on Exhibit A attached hereto from the Company pursuant to the exemption from the registration requirements of the Securities Act of 1934, as amended (the “Securities Act”), available under Section 4(a)(2) (formerly Section 4(2)) promulgated thereunder, subject to the terms and conditions stated in this Agreement.

WHEREAS, the Company is willing to sell the Securities to the Purchaser subject to the terms and conditions stated in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

In consideration of the mutual promises, representations, warranties, covenants and conditions set forth herein, the parties to this Agreement mutually agree as follows:

1.	Recitals. The facts contained in the foregoing recitals are true, complete and correct, and the statements made therein accurately reflect the intentions of the parties hereto. Such recitals are incorporated into this Agreement by this reference and form an integral part hereof. The parties agree to any and all terms referred to in such recitals.
2.	Purchase and Sale. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase the Securities, in accordance with Exhibit A from the Company, in consideration for services rendered to the Company and the Company agrees to sell and issue to Purchaser such Securities as stated in Section 3.
3.	Purchase. The Purchaser hereby purchases the Securities of the Company listed on Exhibit A hereto for $0.001 per share in consideration for services provided to the Company valued at the equivalent aggregate purchase price of the Securities on Exhibit A.
4.	Additional Offerings and Nature of Stock Market. The Company may issue additional stock to any other parties without the prior written consent of the Purchaser resulting in dilution of Purchaser’s equity position in the Company. Purchaser acknowledges and agrees that this Agreement is specific to the date and time it has been provided by the Company. The price per Share offered herein is subject to changes in the market price of the Company’s common stock and the nature of the volatility of the stock market. Accordingly, Purchaser acknowledges that the terms, conditions and offering price provided to others may or may not reflect the current market trading price or similar terms and conditions as provided herein for Purchaser.

5.	Restricted and Control Securities. The Securities purchased under this Agreement are deemed to be “restricted securities” and “control securities” under Rule 144 promulgated under the Securities Act and the Securities may not be resold without registration under the Securities Act or an exemption therefrom.
6.	Use of Proceeds. The Company shall use the proceeds to finance continuing operations.
7.	Representations, Warranties and Covenants of the Company. The Seller represents and warrants to Purchaser that:
	a. Organization, Good Standing and Qualification. The Company is a corporation organized, validly existing and in good standing under the laws of the Commonwealth of Puerto Rico. The Company has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business in and is in good standing in each jurisdiction that it conducts business; however, the Company does not consider selling products and services in a jurisdiction where the Company has no office or employees or other business activities as transacting business therein.
	b. Authorization. All corporate action of the Company necessary for the authorization, execution and delivery of this Agreement and the sale of the Securities to the Purchaser has been taken.
	c. Valid Issuance of Securities. The Securities issued to the Purchaser under this Agreement will be, when issued, deemed to be duly authorized, validly issued, fully paid, and non-assessable shares of capital stock of the Company.
8.	Representations. Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to the Company that:

a.

Authorization. All corporate action on the part of Purchaser necessary for the authorization, execution and delivery of the Agreements and purchase of the Securities has been taken.

b.

Purchase Entirely for Own Account Ability to Bear Risk. Purchaser is acquiring the Securities investment purposes only and for Purchaser’s own account, and not as a nominee or agent, and not for resale or distribution. Purchaser does not have a present intention of selling, granting any participation in, or otherwise distributing the Securities. Purchaser’s present financial condition is such that it is under no present or contemplated future need to dispose of the Securities to satisfy any existing or contemplated need. Purchaser is capable of bearing the economic risk and the burden of the purchase of the Securities, including, but not limited to, the possibility of the complete loss of the purchase amount and the limited transferability of the Securities, which may make the liquidation of the Securities impossible for the indefinite future.

MOJO D&O SPA Page 2

c.

Restricted Securities. Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act or the laws of any state, by reason of specific exemptions from the registration provisions of the Securities Act and applicable state law provided by Section 4(a)(2) (formerly Section 4(2)) of the Securities Act and applicable state law, which exemptions depend, in part, upon the bona fide nature of the investment intent and the accuracy of Purchaser’s representations provided for in this Agreement. Purchaser understands that the Securities are characterized as “restricted securities” and “control securities” under Rule 144 promulgated under the Securities Act and that under applicable federal and state securities laws, the Securities may not be resold without registration under the Securities Act except under certain limited circumstances.

d.

Legends. Purchaser understands that the Securities, and any securities issued under this Agreement, may bear one or all of the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS IN RELIANCE UPON CERTAIN EXEMPTIONS FOR REGISTRATION, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

And any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the Securities represented by the certificate.

e.

Accredited Investor. Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

f.

Knowledge and Experience. Purchaser is experienced in evaluating and making speculative investments, and has the capacity to protect its interest in connection with the purchase of the Securities. Purchaser has such knowledge and experience in financial and business matters in general, and investments in particular, that it is capable of evaluating the merits and risks of its purchase of the Securities.

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9. Escrow.

a. The parties hereby appoint Philip Magri, Esq. of The Magri Law Firm, PLLC with offices located at 2642 NE 9^th Ave, Fort Lauderdale, FL 33334 as the escrow agent (the “Escrow Agent”) to perform in accordance with the terms and provisions of this Agreement. The Securities listed on Exhibit A as being held in escrow shall be delivered to the Escrow Agent by the Company and held by him in accordance with this Agreement, including Exhibit A. The Company and Purchaser agree that the Escrow Agent does not assume any responsibility for the failure of either party to perform in accordance with this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:

(1) The Escrow Agent shall release the Securities in accordance with Exhibit A or as modified in writing and signed by the parties hereto.

(2) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it.

(3) The Escrow Agent shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into the authority of such corporation, fiduciary or individual.

(4) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct.

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(5) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The Company shall reimburse the Escrow Agent for reasonable and documented costs of such counsel’s services.

(6) The Escrow Agent shall neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between the other parties hereto. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement, instrument or document.

(7) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Company or Purchaser Seller which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing jointly by the parties or by a final and non-appealable order of a court of competent jurisdiction.

(8) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Upon delivery of the Escrow Funds to a successor escrow agent in accordance with this section, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. All power, authority, duties and obligations of the Escrow Agent shall apply to any successor escrow agent.

(9) Indemnification of Escrow Agent. The Company and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such liability, loss, damage or expense arises from its willful misconduct or gross negligence.

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10.	Assignment. The Purchaser, at its discretion, may not assign all, or any, interest or rights in the Securities, other than to an Affiliate (as defined under the Securities Act), trust over which the Purchaser has voting and dispositive control or a family member.
11.	Registration Rights. The Company has not granted or agreed to grant to Purchaser any rights to have any Securities registered under the Securities Act or registered or qualified with any other governmental authority.
12.	Notices. Any notice required hereunder to be given by any party shall be in writing and shall be delivered personally or sent by first class mail or by certified or registered mail, postage prepaid to the following:

The Company:

MOJO Data Solutions, Inc.

2105 Plantation Village

Dorado, Puerto Rico 00646

The Purchaser:

To the address reflected on the books and records of the Company or to such other address as directed by the Purchaser.

13. Miscellaneous.

a.	Survival of Warranties. Unless set forth in this Agreement, the warranties and representations of the Company and Purchaser contained in this Agreement shall survive the execution and delivery of this Agreement.
b.	Transfer Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
c.	Governing Law and Disputes. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed under the laws of the Commonwealth of Puerto Rico. Disputes shall be managed through the American Arbitration Association in Puerto Rico.
d.	Mediation & Arbitration. Both parties acknowledge and agree that before any legal action at law shall take place, the parties agree to mediation first, followed by binding arbitration should mediation not result in a satisfactory conclusion. The rules shall be consistent with the American Arbitration Association and venue shall be Puerto Rico.

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e.	Attorney’s Fees. If any action at law, in equity or otherwise (including arbitration) is necessary to enforce or interpret the terms of the Agreements, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs and necessary expenses.
f.	Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersede all prior understandings and agreement with respect to the subject matter hereof. No party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of such amendment, waiver, discharge or termination is sought.
g.	Good Faith and Fair Dealing. The parties hereto and their successors and assigns shall exercise good faith and fair dealing in the performance and interpretation of this Agreement.
h.	Full Disclosure. The Purchaser acknowledges that it is fully informed in this transaction; that the Company has given the Purchaser full access to its books, records and personnel and done all things requested of the Company by the Purchaser in connection with the Purchaser’s due diligence inquiries relating to purchase of the common stock share.
i.	Legal Counsel. The parties have had the opportunity to consider the terms of this Agreement with their respective legal counsel and have either obtained the advice of legal counsel in connection with their execution hereof or do hereby expressly waive their right to seek legal counsel in connection with this transaction.
j.	Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
k.	Severability. In the event that any provision of this Agreement is declared by a court of a competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective it materially changes the economic benefit of this Agreement to any party.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the 20^th day of September 2013.

COMPANY:
MOJO DATA SOLUTIONS, INC.
By:	/s/ Joseph Spiteri
	Joseph Spiteri
	Chief Executive Officer, President & Chairman
PURCHASER:
	__________________________________
	Signature
	__________________________________
	Print Name

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Exhibit A

MOJO DATA SOLUTIONS, INC.

Stockholder: __________________

Security*:	Number of Shares:	Terms:
Total Shares:
Price Per Share:	$0.001
Total Purchase Price:

*Deemed to be “restricted securities” and “control securities” pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, and may only be sold pursuant to the conditions thereto.

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