Item
1. Financial Statements.
Mojo
Data Solutions, Inc.
Balance Sheets
|
|
Notes
|
September 30, 2018
|
|
|
December 31, 2017
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Assets
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
4
|
$
|
225,591
|
|
|
$
|
591
|
|
|
Accounts receivable
|
5
|
|
15,477
|
|
|
|
15,477
|
|
|
Inventory
|
6
|
|
2,961
|
|
|
|
2,961
|
|
|
Prepaid expenses
|
7
|
|
2,445
|
|
|
|
2,445
|
|
|
Total current assets
|
|
|
246,474
|
|
|
|
21,474
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
8
|
|
10,887
|
|
|
|
10,887
|
|
|
Intangible assets
|
|
|
4.615
|
|
|
|
4,615
|
|
|
Long-term investments
|
|
|
1,500
|
|
|
|
1,500
|
|
|
Total Assets
|
|
$
|
263,476
|
|
|
$
|
38,476
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Bank overdraft
|
9
|
$
|
4,137
|
|
|
$
|
4,137
|
|
|
Accounts payable and accrued expenses
|
|
|
444,472
|
|
|
|
444,472
|
|
|
Tax payable
|
|
|
2,391
|
|
|
|
2,391
|
|
|
Convertible notes payable - net of discount
|
10
|
|
57,699
|
|
|
|
57,699
|
|
|
Total current liabilities
|
|
|
508,699
|
|
|
|
508,699
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payable
|
11
|
|
179,539
|
|
|
|
179,539
|
|
|
Total Liabilities
|
|
|
688,238
|
|
|
|
688,238
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
Series A - preferred stock ($.001 par value, 100,000,000
shares authorized)
|
|
|
8,000
|
|
|
|
–
|
|
|
Series B - preferred stock ($.001 par value, 100,000,000
shares authorized)
|
|
|
240,000
|
|
|
|
–
|
|
|
Common stock, $0.001 par value; 300,000,000 shares authorized; 38,755,060 shares issued and outstanding
|
15
|
|
15,755
|
|
|
|
38,755
|
|
|
Additional paid in capital
|
|
|
75,014
|
|
|
|
75,014
|
|
|
Accumulated deficit
|
|
|
(763,531
|
)
|
|
|
(763,531
|
)
|
|
Total Shareholders’ Equity
|
|
|
(424,762
|
)
|
|
|
(649,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
263,476
|
|
|
$
|
38,476
|
|
See
accompanying notes to financial statements
Mojo
Data Solutions, Inc.
Statement of Profit and Loss
|
|
Notes
|
For the Nine Months Ended
|
|
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
12
|
$
|
–
|
|
|
$
|
–
|
|
|
Cost of sales
|
13
|
|
–
|
|
|
|
–
|
|
|
Gross Profit
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, General and administrative expenses
|
13
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / (Loss) from operations
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
Interest income/ (expense)
|
|
|
–
|
|
|
|
–
|
|
|
Net Profit / (loss) before provision for income taxes
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income tax
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Profit / (loss)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
15,755,060
|
|
|
|
15,755,060
|
|
See
accompanying notes to financial statements
Mojo
Data Solutions, Inc.
Statement of Shareholders’ Equity
As
at September 30, 2018
(unaudited)
|
|
Series A - Preferred
Stock
|
|
Series B - Preferred
Stock
|
|
Common Stock
|
|
Additional Paid in
|
|
Accumulated
Profit/
|
|
|
|
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Capital
|
|
Deficit
|
|
Total
|
|
|
As at January 1, 2018 (Unaudited)
|
|
8,000,000
|
|
|
8,000
|
|
|
15,000,000
|
|
|
15,000
|
|
|
15,755,060
|
|
|
15,755
|
|
|
75,014
|
|
|
(763,531
|
)
|
|
(649,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preference shares
|
|
|
|
|
|
|
|
225,000,000
|
|
|
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at September 30, 2018 (Unaudited)
|
|
8,000,000
|
|
|
8,000
|
|
|
240,000,000
|
|
|
240,000
|
|
|
15,755,060
|
|
|
15,755
|
|
|
75,014
|
|
|
(763,531
|
)
|
|
(649,762
|
)
|
See
accompanying notes to the unaudited condensed financial statements
Mojo
Data Solutions, Inc.
Statement
of Cash Flows
(Unaudited)
|
|
|
For the Nine Months Ended
|
|
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / profit before income tax
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for non cash charges and other items
|
|
|
|
|
|
|
|
|
|
Depreciation/amortization
|
|
|
–
|
|
|
|
–
|
|
|
Unrealized exchange loss/(gain)
|
|
|
–
|
|
|
|
–
|
|
|
Changes in working capital:
|
|
|
|
|
|
|
|
|
|
Decrease /increase in accounts receivable
|
|
|
–
|
|
|
|
–
|
|
|
Decrease /increase in prepaid expenses
|
|
|
–
|
|
|
|
–
|
|
|
Decrease /increase in trade and other payables
|
|
|
–
|
|
|
|
–
|
|
|
Cash flow from operating activities
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Additions in intangible assets
|
|
|
–
|
|
|
|
–
|
|
|
Additions in property, plant and equipment
|
|
|
–
|
|
|
|
–
|
|
|
Cash flow from investing activities
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net proceeds from (repayments to) borrowings
|
|
|
–
|
|
|
|
–
|
|
|
Issuance of share capital
|
|
|
225,000
|
|
|
|
–
|
|
|
Cash flow from financing activities
|
|
|
225,000
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalent
|
|
|
225,000
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
(3,546
|
)
|
|
|
(3,546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
221,454
|
|
|
$
|
(3,546
|
)
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements
MOJO
DATA SOLUTIONS, INC.
Notes
to Financial Statements
For
the nine months ended September 30, 2018
|
1.
|
LEGAL STATUS AND OPERATIONS
|
Mojo Data Solutions,
Inc. (the
“Company”
or
“Mojo”)
was
founded in Nevada on July 8, 2010 as Authentic Teas, Inc.
(“Authentic”). Authentic’s
wholly-owned subsidiary was incorporated in the province of Ontario, Canada on July 8, 2010. On September 13, 2013, Authentic
Teas, Inc., a Nevada corporation, merged with and into Mojo Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned
subsidiary of Authentic formed on August 21, 2013 solely for the purpose of reincorporating Authentic in Puerto Rico under the
name Mojo Data Solutions, Inc. (the “Reincorporation”).
The company is primarily
engaged in the development of smartphone applications which enables consumers to interact with traditional media delivering digital
content back to the handset.
The head office of
the Company is situated 39 Dorado Beach East, Dorado, Puerto Rico 00646.
Statement of compliance
The accompanying financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.
Accounting Convention
These financial statements have
been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective
accounting policies notes.
Going concern
The accompanying unaudited financial
statements have been prepared on the assumption that the Company will continue as a going concern. The Company historically has
experienced significant losses and negative cash flows from operations. Further, the Company does not have a revolving credit facility
with any financial institution. These factors raise substantial doubt about the
Company’s
ability
to continue as a going concern.
The ability of the Company to
continue as a going concern is dependent on raising additional capital, negotiating adequate financing arrangements and on achieving
sufficiently profitable operations. The financial statements do not include any adjustments relating to the recoverability and
classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable
to continue as a going concern.
Critical accounting
estimates and judgements
The preparation of financial
statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates
are revised if the revision affects only that period, or in the period of the revision and future periods.
The areas involving higher degree
of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements
are as follows:
i)
Equipment - estimated useful life of equipment (note - 3.8)
ii)
Provision for doubtful debts (note - 3.4)
iii)
Provision for income tax (note - 3.1)
|
3
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Income tax
The tax expense for the year
comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is accounted
for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying
amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are
recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences
and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period
when the differences are expected to be reversed.
Trade and other payables
Liabilities for trade and other
amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received,
whether or not billed to the Company.
Provisions
A provision is recognized in
the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of obligation.
Accounts Receivable
Accounts receivable are non-interest
bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine
if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the
allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible
in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written
off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period
ended is adequate.
Contingent liabilities
A contingent liability is disclosed
when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence
or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has
a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient
reliability.
Financial liabilities
Financial liabilities are recognized
when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual
right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired.
The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities
measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management
determines the classification of its financial liabilities at initial recognition.
|
|
(a)
|
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit
or loss are financial liabilities held for trading. A financial liability is classified in this
category if incurred principally for the purpose of trading or payment in the short-term. Derivatives
(if any) are also categorized as held for trading unless they are designated as hedges.
|
|
|
(b)
|
Financial liabilities measured at amortized cost
These are non-derivative financial liabilities with
fixed or determinable payments that are not quoted in an active market. These are recognized
initially at fair value, net of transaction costs incurred and are subsequently stated at amortized
cost; any difference between the proceeds (net of transaction costs) and the redemption value
is recognized in the profit and loss account.
|
Property, plant
and equipment
All equipment is stated at
cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and
non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for
its intended use.
Depreciation on
additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the month in which the
relevant asset is acquired or capitalized, up to the month in which the asset is disposed of. Impairment loss, if any, or its
reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted
in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life.
Maintenance
and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced,
if any are retired.
Gains and losses
on disposal of fixed assets, if any, are recognized in statement of profit and loss.
|
Category
|
Depreciation terms
|
|
Computer and equipment
|
5 years
|
|
Furniture and fixtures
|
7 years
|
|
Software
|
3 years
|
Cash and cash
equivalents
Cash and cash equivalents include
cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank
balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less
than three months.
Revenue recognition
Revenue is recognised to the
extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is
measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and
sales tax and is recognised when significant risks and rewards are transferred.
Functional and presentation currency
Items included in the financial
statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements
are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has
been rounded to the nearest dollar unless otherwise stated.
Foreign currency transactions
Foreign currency transactions
are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at
the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates are recognized in the profit and loss account.
Contingencies
The assessment of the contingencies inherently involves
the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based
on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the
occurrence / non-occurrence of the uncertain future event(s).
Cash
This represent cash in hand and cash deposited in
bank accounts (current) by the Company.
|
|
|
Amount in $
|
|
|
RBC (CDN)
|
|
225,000
|
|
|
Oriental bank
|
|
|
–
|
|
|
First Bank
|
|
|
591
|
|
|
RBC (USD)
|
|
|
–
|
|
|
|
|
|
225,591
|
|
Accounts Receivables
|
Opening balance
|
|
|
15,477
|
|
|
Net movement during the period
|
|
|
–
|
|
|
|
|
|
15,477
|
|
Inventory
|
Opening balance
|
|
|
2,961
|
|
|
Net movement during the period
|
|
|
–
|
|
|
|
|
|
2,961
|
|
Prepaid expenses
|
Opening balance
|
|
|
2,445
|
|
|
Net movement in liabilities during the period
|
|
|
–
|
|
|
Closing balance
|
|
|
2,445
|
|
Property, plant and
equipment
|
Furniture and equipment
|
|
|
13,607
|
|
|
Less: accumulated depreciation
|
|
|
(2,720
|
)
|
|
Closing balance
|
|
|
10,887
|
|
Accounts payable and
accrued expenses
|
Opening balance
|
|
|
444,472
|
|
|
Net movement in liabilities during the period
|
|
|
–
|
|
|
Closing balance
|
|
|
444,472
|
|
Convertible notes
- net of discount
On May 16, 2014, the Company
issued a $50,000 convertible note bearing interest at 5% per year with a maturity date of May 15, 2018. The note is convertible
at $0.25 per share. At September 30, 2018, there was $57,699 outstanding on this note.
|
Notes payable
|
|
|
80,000
|
|
|
Less: unamortized discount
|
|
|
(22,301
|
)
|
|
Closing balance
|
|
|
57,699
|
|
Loans payable
|
|
|
Amount in $
|
|
Opening balance
|
|
|
179,539
|
|
|
Net movement in liabilities during the period
|
|
|
–
|
|
|
Closing balance
|
|
|
179,539
|
|
Revenue
|
Consulting Income
|
|
|
–
|
|
|
Sale of software
|
|
|
–
|
|
|
|
|
|
–
|
|
Operating expenses
|
Bank Service Charges
|
|
|
–
|
|
|
Filing fees
|
|
|
–
|
|
|
Payroll Expenses
|
|
|
–
|
|
|
Professional Fees
|
|
|
–
|
|
|
Rent Expense
|
|
|
–
|
|
|
Research and Development
|
|
|
–
|
|
|
Trade show and conventions
|
|
|
–
|
|
|
|
|
|
–
|
|
Contingencies and Commitments
From time to time, the Company
may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current
reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the
results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
Common Stock
On January 31, 2014, the
Company issued 200,000 shares of its common stock and 200,000 warrants with an exercise price of $0.50 and a life of three years
for consulting services for a fair value totaling $46,000 and $45,940, respectively. The warrants have been valued using the Black-Scholes
model with the following assumptions; term of 3 years, volatility of 383%, risk-free interest rate of 0.69% and dividend yield
of 0%. The expected warrant term is based on the remaining contractual term. The expected volatility is based on the historical
volatility of the prior companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the
expected term of the related warrant at the valuation date. Dividend yield is based on historical trends.
Preference Stock
The Company issued 25,000,000 Class - B preference shares during the period on which lien is marked for cars and yacht.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operation.
Cautionary Note
This Management’s Discussion and
Analysis should be read in conjunction with the accompanying unaudited financial statements and related notes. The discussion and
analysis of our financial condition and results of operations are based upon the financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported
amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. The
estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual
results are likely to differ from those estimates under different assumptions or conditions. The following discussion should be
read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly
report.
Company’s History
Mojo Data Solutions Inc. (The Company)
was incorporated on July 8, 2010 in the State of Nevada under the name of Authentic Teas, Inc. ("AUTT"). On September
16, 2013, the Company was re-domesticated in the Commonwealth of Puerto Rico by merging AUTT with Puerto Rico Corporation, "MOJO
Data Solutions, Inc.", which was formed on August 21, 2013 for the purpose of the re-domestication. Under the re-domestication,
each outstanding share of AUTT common stock was automatically converted into one share of MOJO common stock. On October 11, 2013,
the OTCBB symbol of the Company’s common stock was changed from AUTT to MJDS.
On September 27, 2013, the Company entered
into an Asset Purchase Agreement with Mobile Data Systems, Inc. ("MDS") pursuant to which MOJO agreed to purchase all
of the intellectual property and substantially all of the tangible assets of MDS (the "MDS Asset Purchase"). On January
31, 2014, the Company closed on the MDS Asset Purchase in consideration of $190,000 in cash and a one-year unsecured 5% convertible
promissory note in the principal amount of $80,000 payable to Joseph Spiteri, a sole officer and director which note is convertible
at any time into shares of the Company’s common stock at $0.05 per share. The Cash Amount was utilized to repay and satisfy
the outstanding indebtedness under a certain Loan Promissory Note dated September 19, 2011, by and between MDS, as the borrower,
and the Long Island Development Corporation, a New York State not-for-profit corporation, as the lender.
Upon the closing of the
acquisition with MDS, the business of MDS became the business of MOJO. The Head Office of the Company is situated at 39
Dorado Beach East, Dorado, Puerto Rico, 00646.
Company Overview
The Company develops smartphone applications
that enable brands and consumers to interact with traditional media delivering digital content back to the handset. We embed proprietary
visual and audible "tags" in products or print, TV and radio advertising. Consumers can use their smartphones to scan,
touch or listen to the tags and interact with digital content, offers, and promotions to make immediate purchases and/or verify
the authenticity of the product. The Company focuses on retail, media and entertainment, and pharmaceutical vertical.
Through the proprietary and licensed intellectual
property, the Company is engaged in developing technologies to deliver a fully integrated, multimedia mobile visual search, discovery,
content delivery and consumer activation platform, combining a simple, elegant user experience on the handset, with sophisticated
data processing and campaign management tools including its audio and digital watermarking technologies which enables the imperceptible
transmission of data within audio signals, allowing the attachment of property rights or additional data to the customer of the
audio material
.
Digital watermarks consist of indiscernible information that can be inserted into images, audio data
or videos which can also be used to check the authenticity of copies by authorized persons and provide evidence whether the product
was legally acquired or has been tampered with in some way.
The goal is to work closely with large
brands and the advertising and marketing agencies to serve them to enhance traditional advertising and marketing campaigns. The
Company intend to achieve this by creating exciting consumer experiences enabled through all forms of mobile tags and barcodes,
including the simplest UPC symbols, to the most advanced image recognition and audio watermarking, using its Mojo Tags multimedia
reader.
The Company intends for its technologies
to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management,
campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.
In addition to having mastered the integration
of mobile tags and barcode solutions onto popular smartphone operating systems (iOS and Android), the goal is to specialize in
helping its clients improve their financial performance by enabling practical and profitable business models and revenue streams.
Company Highlights
What we have achieved
|
|
·
|
The Company has developed the Mojo Campaign
Management Suite encompassing several products, including Mojo Tags and Mojo Insights. The Mojo Campaign Management Suite with
its carrier grade back-end can handle millions of simultaneous consumer transactions and provides brand protection for companies
seeking anti-counterfeiting, diversion and track and trace capabilities.
|
|
|
·
|
The Company has developed the innovative FadeMark process. FadeMark
is one of few covert brand protection methods that thwart counterfeiters’ duplication efforts.
|
Campaign Management Suite
The MOJO Campaign Management Suite offers
a complete solution for managing campaigns, activating consumers and protecting a company’s brand. The Mojo Campaign Management
Suite covers tag and barcode creation, campaign management, real-time decision making, marketing analytics, data integration, content
delivery and consumer engagement.
The Company’s Campaign Management
Suite includes Mojo Tags, Mojo Touch and Mojo Insights.
i.
Mojo Tags
Mojo Tags connects the physical world to
the digital world. Mojo Tags are used in print, images, audio and packaging to allow consumers using smartphones to connect with
the digital content and experiences of brands. It could be a "Play Video" button for product information, "Buy Now"
button that a company places on a product or a "Check In" button on a storefront window. Mojo Tags are buttons for the
physical world, which enable customer interaction using any Apple iOS or Android phone or tablet. There are a variety of Mojo Tags
that can be created, managed and tracked with the Mojo Campaign Management Suite for use in media, i.e., Visual Tags including
QR Code and UPC, Audio Tags, Picture Tags, Invisible Tags, Secure Tags and NFC Tags.
ii.
Mojo Insights
Mojo Insights offers (to companies)
innovative solutions for managing their mobile campaigns and connecting consumers to Internet content from traditional media.
We deliver a fully integrated, multimedia mobile visual search and content delivery platform, combining a simple, elegant
user experience on the handset, with sophisticated data processing and campaign management tools. The user friendly designed
reports display everything a company needs to know about its campaigns with up-to-the-minute data and analytics.
In addition to time, place, and location-aware
metrics, when the Mojo Tag App is used for scanning, additional demographic profile data is available including age, gender, geographic
location, and income and language preference.
iii. Mojo Tags App
The Mojo Tags app is now available on the
iTunes App Store and Google Play. Scanning a tag is as simple as opening the Mojo Tags app and placing a tag within the sights
or having the App listen to the audio track of any media.
How the Mojo Tags App works:
|
|
i.
|
Consumer uses a smartphone to scan or listen to tags found in print, audio, pictures and packaging.
|
|
|
ii.
|
The Mojo Tags App decodes the tag and transmits the data from the smartphone, over the network
to the content server.
|
|
|
iii.
|
The content server performs a lookup of decoded data and responds with the correlated URL or action,
based on campaign parameters, device-provided contextual data e.g., location, place, time, profile, etc.
|
|
|
iv.
|
URL or action is received by consumer’s smartphone.
|
|
|
v.
|
Smartphone launches web browser and presents designated content and experience.
|
The Mojo Tags app detects digital watermarks
in print and audio and also reads QR Codes and UPC barcodes. The Mojo Tags app also does Image Recognition and BLE beacon detection.
The Company’s proprietary Fade Mark process makes it impossible for counterfeiters to successfully reproduce packaging,
inserts or labels. Fade Marks cannot be counterfeited or replicated. The embedded Fade Mark authenticates a product at every point
in the supply chain. Counterfeit products are immediately exposed as frauds when scanned with a smartphone.
Technology
The MOJO Tags system consists of the following four proprietary
integral pieces:
|
|
(i)
|
the Mobile Application(s) that resides on the mobile phone;
|
|
|
(iii)
|
the SQL Database; and
|
|
|
(iv)
|
the Campaign Manager.
|
(i) Mobile Application
The Mobile Application reads the media
presented (Audio, Video, Image, and Touch) and extracts the hidden data. The Application then submits this data along with demographic
and location data to the MOJO Tags Content Server. The Application then processes the response from the Content Server and presents
the digital content for the user to interact with.
(ii) Content Server
The Content Server processes the submitted
code and, based on certain criteria, determines where to query a response from. The query can be directed to the MOJO Tags database
or a third party customer database (i.e. Best Buy, Sears, etc.). Once a response is received, it is formatted and directed back
to the Mobile Application that submitted the request.
(iii)
SQL Database
The SQL Database is responsible for data
processing and storage. The Content Server submits queries to the SQL Database by calling remote stored procedures. These stored
procedures parse the data into its components parts. Demographic and location data are stored in the database and code payoff
information is retrieved from the database. The database also receives remote procedure calls from the Campaign Manager in order
to update code information or to report on code activity.
(iv) Campaign
Manager
The Campaign Manager is the user interface
into the data storage. It allows users to customize the response to a particular code in the system. The Campaign Manager also
allows users to generate reports on code usage, generate analytics and manage campaigns on a daily basis.
Watermarking and Retrieval Software
The technology incorporates and works
with a third party’s software. Pursuant to a license agreement, dated October 9, 2013, between Fraunhofer Geselleschaft
zür Forderung der angerwandten Forschung e.V. (" FhG "), Europe’s largest application-oriented research organization
]based in Munich, Germany, for its Institute for Secured Information Technology and MDS which was assigned by MDS on the closing
of the MDS Asset Purchase with the consent of FhG. We have the non-exclusive worldwide right to use FhG’s "Audio and
Video Watermarking Software" and "Watermark Detector Software" (collectively, the "Software") to watermark
and retrieve media files by embedding binary codes in advertisements and television programs transmitted via broadcast and to
retrieve such embedded codes from such advertisements and television programs with the help of a mobile phone or similar device.
The term of the license agreement commenced on November 1, 2013 and it may be terminated upon six months’ notice, effective
at the end of a calendar quarter. Our royalty payments to FhG are payable every six months and are based upon revenues derived
from the Software, with a mandatory minimum royalty payment. Our technology works with the Software and although our license for
the Software is non-exclusive, we hold the exclusive rights to use our technology and products which are derivative works of the
Software.
All of our products are currently fully
developed and working. We will continue to update our products to newer operating environments.
Sources and Availability of Raw Materials
Everything the Company needs to develop and improve its products
is readily available.
i. Intellectual
Property
The Company do not currently hold any registered
patents, copyrights or trademarks. The Company currently own its website’s domain name
www.mojotags.com
.
It has developed proprietary technologies around its multimedia reader for the Mojo Tags application. The multimedia reader is
a one-of-a kind reader which the Company believes has no competition in the marketplace today. The Company intends to apply for
specific patents around its proprietary intellectual property and trade secrets supporting the reader and the campaign management
platform.
The Company relies on trade secret protection
and confidentiality agreements to protect proprietary market, business and technical information and know-how that is not or may
not be patentable or that it elects not to be patent. However, confidential information and trade secrets can be difficult to
protect. Moreover, the information embodied in the Company’s trade secrets and confidential information may be independently
and legitimately developed or discovered by third parties without any improper use of or reference to information or trade secrets.
The Company seek to protect the market, technical and business information supporting its operations, as well as the confidential
information relating specifically to its products by entering into confidentiality agreements with parties to whom the Company
needs to disclose its confidential information to, such as its employees, consultants, board members, contractors and investors.
However, the Company cannot be certain that such agreements have been entered into with all relevant parties. The Company also
seeks to preserve the integrity and confidentiality of its data and trade secrets by maintaining physical security of its premises
and physical and electronic security of its information technology systems, but it is possible that these security measures could
be breached. While the Company has confidence in these individuals, organizations and systems, agreements or security measures
may be breached, and the Company may not have adequate remedies for those breaches. The confidential information and trade secrets
thus may become known by its competitors in ways the Company cannot prove or remedy.
The Company expect all of its employees
and consultants to assign their inventions to the Company, and all of its employees, consultants, advisors and any third parties
who have access to the Company’s proprietary know-how, information or technology to enter into confidentiality agreements,
however, the Company cannot provide any assurances that all such agreements have been duly executed.
The Company cannot guarantee that its trade
secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access
to the Company’s trade secrets or independently develop substantially equivalent information and techniques. For example,
any of these parties may breach their agreements and disclose the Company’s proprietary information, including its trade
secrets, and the Company may not be able to obtain recourse for such breaches. Misappropriation or unauthorized disclosure of the
Company’s trade secrets could impair its competitive position and may have a material adverse effect on its business. Additionally,
if the steps taken to maintain the Company’s trade secrets are deemed inadequate, it may have insufficient recourse against
the parties misappropriating those trade secrets.
Marketing and Distribution
i. Principal
Markets
The goal of the Company is to establish
relationships and work closely with large brands and the advertising and marketing agencies who serve them to enhance traditional
advertising and marketing campaigns. The Company intend to achieve this by creating exciting consumer experiences enabled through
all forms of mobile tags and barcodes, including the simplest UPC symbols, to the most advanced image recognition and audio watermarking,
using its Mojo Tags multimedia reader. The Company does not currently has any contractual arrangements with any such brands and/or
agencies.
The Company intends for its technologies
to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management,
campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.
In addition to having mastered the integration
of mobile tag and barcode solutions, the goal is to specialize in helping our clients improve their financial performance by enabling
practical and profitable business models and revenue streams. The Company do not currently have any customer agreement.
Dependence on Specific Customer or Customers
The business of the Company is not currently dependent on specific
customers, the loss of any one or more of which would have a material adverse effect on its business.
i. Industry and
Competition
The Company operates in a highly competitive, consumer-driven
and rapidly changing environment. The success of the Company is, to a large extent, dependent on its ability to acquire, develop,
adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish its services
from its competitors, most of which have greater resources than the Company and have a longer operating history. The Company may
not be able to accurately predict technological trends or the success of new products and services. If the Company chooses technologies
or equipment that are not as effective, cost-efficient or attractive to its customers than those chosen by its competitors, or
if it offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected,
the competitive position of the Company could deteriorate, and its business, financial condition and results of operation could
suffer.
The Company’s competitive position
will be adversely affected by the introduction of new technologies, products and services by its competitors. Furthermore, advances
in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may
require the Company in the future to make additional research and development expenditures or to offer at no additional cost or
at lower prices, certain products and services that the Company currently offer to customers separately or at a premium. In addition,
the uncertainty of the Company’s ability and the costs to obtain intellectual property rights from third parties could impact
its ability to respond to technological advances in a timely and effective manner.
Technology in the Company’s industry
changes rapidly which could cause its products and services to become obsolete. The Company may not be able to keep pace with
technological developments. If the new technologies on which the Company intends to focus its research and development investments
fail to achieve acceptance in the marketplace, the competitive position of the Company could be negatively impacted limiting or
even preventing the Company from becoming profitable. The Company may also be at a competitive disadvantage in developing and
introducing complex new products and services due to the substantial costs that the Company may incur in producing these products
or services, For example, its competitors could use proprietary technologies that are perceived by the market as being superior.
Further, after the Company has incurred substantial costs, one or more of the products or services the Company or its strategic
partners are developing could become obsolete prior to it being widely adopted.
The Company expects to continue to face
increased threats from companies who use the Internet to deliver services similar to the Company’s as the speed and quality
of broadband and wireless networks continues to improve. The industry is subject to rapid technological change, and the Company
must make substantial investments in new products, services and technologies to compete successfully. Technological innovations
generally require a substantial investment before they are commercially viable. The Company intends, subject to financing, to continue
to make substantial investments in developing new products and technologies, and it is possible that the development efforts of
the Company will not be successful and that the Company’s new technologies will not result in meaningful revenues.
The Company’s products, services
and technologies face significant competition, and any revenues generated or the timing of their deployment, which may be dependent
on the actions of others, may not meet its expectations. Competition in the communications industry is affected by various factors
that include, among others: evolving industry standards and business models; evolving methods of transmission for voice and data
communications; networking; value-added features that drive replacement rates and selling prices; turnkey, integrated product offerings
that incorporate hardware, software, user interface and applications; and scalability and the ability of the system technology
to meet customers’ immediate and future network requirements.
The Company intends
that advertising will produce the predominant share of its revenues, if any. With the continued development of alternative forms
of media, particularly electronic media including those based on the Internet, the businesses may face increased competition.
Alternative media sources may also affect the Company’s ability to generate revenues. This competition may make it difficult
for the Company to grow or generate revenues, which the Company believes will challenge it to expand the contributions of its
business.
Company Overview
Since the consummation of the Asset Purchase
Agreement on January 31, 2014, the Company’s has been refocusing its business plan and strategy to develop and monetize the
intellectual property assets it purchased from MDS. Preceding the transaction, the Company served as a holding company for its
predecessor’s wholly-owned subsidiary, Authentic Teas Inc., a corporation incorporated in the province of Ontario, Canada
on July 8, 2010 (“AUTT Canada”). AUTT Canada historically sold herbal teas online. The Company intends to sell the business of
AUTT Canada in the near future.
MOJO develops smart-phone applications
that enable brands and consumers to interact with media delivering digital content back to the handset. The Company focuses on
retail, entertainment and pharmaceutical verticals.
Through the proprietary and licensed intellectual
property, the Company is engaged in developing technologies to deliver a fully integrated, multimedia mobile visual search, discovery,
content delivery and consumer activation platform, combining a simple, elegant user experience on the handset, with sophisticated
data processing and campaign management tools including its audio and digital watermarking technologies which enables the imperceptible
transmission of data within audio signals, allowing the attachment of property rights or additional data to the customer of the
audio material
.
Digital watermarks consist of indiscernible information that can be inserted into images, audio data
or videos which can also be used to check the authenticity of copies by authorized persons and provide evidence whether the product
was legally acquired or has been tampered with in some way.
The goal is to work closely with large
brands and the advertising and marketing agencies to serve them to enhance traditional advertising and marketing campaigns. The
Company intend to achieve this by creating exciting consumer experiences enabled through all forms of mobile tags and barcodes,
including the simplest UPC symbols, to the most advanced image recognition and audio watermarking, using its Mojo Tags multimedia
reader.
The Company intends for its technologies
to interoperate seamlessly with existing, large-scale systems, including retail point-of-sale, customer relationship management,
campaign management, digital loyalty, inventory, track-and-trace and mobile operating systems.
In addition to having mastered the integration
of mobile tag and barcode solutions, our goal is to specialize in helping our clients improve their financial performance by enabling
practical and profitable business models and revenue streams.
The Company anticipate that its cash on
hand and the revenue that it anticipates generating going forward from its operations will not be sufficient to satisfy all of
its cash requirements for the next twelve month period. The Company requires funds to enable it to address its minimum current
and ongoing expenses as presently, the Company is not generating revenue to meet its operating and capital expenses. The Company
currently does not has committed sources of additional financing and may not be able to obtain additional financing. To acquire
additional financing, the Company plans to raise any such additional capital primarily through equity and debt financing, provided
that such funding is available to it. The issuance of additional equity securities by the Company may result in a significant
dilution in the equity interests of its current stockholders. There is no assurance that the Company will be able to obtain further
funds required for its continued operations or that additional financing will be available to it when needed or, if available,
that it can be obtained on commercially reasonable terms. If the Company is not able to obtain additional financing as required
on a timely basis, it will not be able to meet certain obligations as they become due and it will be forced to scale down or perhaps
even cease its operations.
Off Balance Sheet Arrangements:
The Company does not has any off-balance
sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special
purpose entities" (SPEs).