Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142018

or

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

For the transition period from ____________ to ____________

Commission file number 333-175003

Mojo Data Solutions, Inc.

(Exact name of registrant as specified in its charter)

39 Dorado Beach East

Dorado, Puerto Rico 00646

(Address of principal executive offices) (Zip Code)

(631) 521-9700

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock. $.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [_][X] No [X][_]

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [_] No [X] *

* The registrant is a voluntary filer of reports required to be filed by certain companies under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required to have been filed by the registrant during the preceding 12 months had it been subject to such filing requirements during the entirety of such period.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

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

The aggregate market value of voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold on June 30, 2014, was $289,000. All (i) executive officers and directors of the registrant and (ii) all persons who hold 10% or more of the registrant’s outstanding common stock, have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant. Accordingly, effective as of June 30, 2014, the registrant’s aggregate market value was less than $50 million and the registrant qualifies for “smaller reporting company” status under Rule 12b-2 of the Exchange Act and is subject to the disclosure requirements and filing deadlines for smaller reporting companies.

As of December 31, 2015,2018, there were 15,755,06038,755,060 shares outstanding of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

MOJO DATA SOLUTIONS, INC.

Table of Contents

PART I

Item 1. Business

OurCompany’s History

The Company

Mojo Data Solutions Inc. (The Company) was initially incorporated on July 8, 2010 in the State of Nevada under the name of Authentic Teas, Inc. (“AUTT”). EffectiveOn September 16, 2013, the Company was redomesticatedre-domesticated in the Commonwealth of Puerto Rico by merging AUTT with and into a Puerto Rico corporation, MOJOCorporation, “MOJO Data Solutions, Inc.”, which itself was formed on August 21, 2013 solely for the purpose of the redomestication and change of name and was a subsidiary of AUTT. Unless otherwise noted, references herein to “MOJO Data Solutions,” “MOJO,” the “Company,” “we,” “us,” “our” and similar terms shall mean MOJO Data Solutions, Inc., a Puerto Rico corporation, as successor to AUTT. The Company’s website address is www.mojotags.com. The website and information contained on, or that can be accessed through the website are not part of this report.re-domestication. Under the redomestication,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, oura 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 addressHead Office of our principal executive officethe Company is situated at 39 Dorado Beach East, Dorado, Puerto Rico 00646. Our telephone number is (631) 521-9700, and our website is located at www.mojotags.com.

Company Overview

We developThe 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 verticals.

Through ourthe proprietary and licensed intellectual property, we arethe 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 ourits audio and digital watermarking technologies. The basic idea of watermarking is to enable a hidden channel that can be used in existing distribution channels. This channel offers the possibility to transmit user specific data. Audio watermarkingtechnologies 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. The watermarkvideos which can also be used to check the authenticity of copies by authorized persons and provide evidence of whether the product was legally acquired or has been tampered with in some way.

Our

The goal is to work closely with large brands and the advertising and marketing agencies whoto serve them to enhance traditional advertising and marketing campaigns. WeThe 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 ourits Mojo Tags multimedia reader.

We intend

The Company intends for ourits 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), ourthe goal is to specialize in helping ourits clients improve their financial performance by enabling practical and profitable business models and revenue streams.

Company Highlights

To date, the Company has achieved the following

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.

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.

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.

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:

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 FadeMark process makes it impossible for counterfeiters to successfully reproduce packaging, inserts or labels. FadeMarks cannot be counterfeited or replicated. The embedded FadeMark 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; (ii) the Content Server; (iii) the SQL Database; and (iv) the Campaign Manager.

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.

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.

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.

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. OurThe 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 we needthe Company needs to develop and improve ourits products is readily available.

Intellectual Property

We

The Company do not currently hold any registered patents, copyrights or trademarks. WeThe Company currently own ourits website’s domain namewww.mojotags.com. We haveIt has developed proprietary technologies around ourits multimedia reader for the Mojo Tags application. The multimedia reader is a one-of-a kind reader which we believethe Company believes has no competition in the marketplace today. We intendThe Company intends to apply for specific patents around ourits proprietary intellectual property and trade secrets supporting the reader and the campaign management platform.

We rely

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 we electit elects not to be patent. However, confidential information and trade secrets can be difficult to protect. Moreover, the information embodied in ourthe 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. WeThe Company seek to protect the market, technical and business information supporting ourits operations, as well as the confidential information relating specifically to ourits products by entering into confidentiality agreements with parties to whom we needthe Company needs to disclose ourits confidential information to, such as ourits employees, consultants, board members, contractors and investors. However, wethe Company cannot be certain that such agreements have been entered into with all relevant parties. WeThe Company also seekseeks to preserve the integrity and confidentiality of ourits data and trade secrets by maintaining physical security of ourits premises and physical and electronic security of ourits information technology systems, but it is possible that these security measures could be breached. While we havethe Company has confidence in these individuals, organizations and systems, agreements or security measures may be breached, and wethe Company may not have adequate remedies for those breaches. OurThe confidential information and trade secrets thus may become known by ourits competitors in ways wethe Company cannot prove or remedy.

Although we

The Company expect all of ourits employees and consultants to assign their inventions to us,the Company, and all of ourits employees, consultants, advisors and any third parties who have access to ourthe Company’s proprietary know-how, information or technology to enter into confidentiality agreements, wehowever, the Company cannot provide any assurances that all such agreements have been duly executed. We

The Company cannot guarantee that ourits trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to ourthe Company’s trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach their agreements and disclose ourthe Company’s proprietary information, including ourits trade secrets, and wethe Company may not be able to obtain recourse for such breaches. Misappropriation or unauthorized disclosure of ourthe Company’s trade secrets could impair ourits competitive position and may have a material adverse effect on ourits business. Additionally, if the steps taken to maintain ourthe Company’s trade secrets are deemed inadequate, weit may have insufficient recourse against the parties misappropriating those trade secrets.

Marketing and Distribution

Principal Markets

Our

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. WeThe 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 ourits Mojo Tags multimedia reader. We doThe Company does not currently havehas any contractual arrangements with any such brands and/or agencies.

We intendThe Company intends for ourits 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, ourthe goal is to specialize in helping our clients improve their financial performance by enabling practical and profitable business models and revenue streams. WeThe Company do not currently have any customer agreementsagreement.

Dependence on Specific Customer or Customers

Our

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 ourits business.

Industry and Competition

We operate

The Company operates in a highly competitive, consumer-driven and rapidly changing environment. OurThe success of the Company is, to a large extent, dependent on ourits ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish ourits services from those of ourits competitors, most of which have greater resources than usthe Company and have a longer operating history. WeThe Company may not be able to accurately predict technological trends or the success of new products and services. If we choosethe Company chooses technologies or equipment that are not as effective, cost-efficient or attractive to ourits customers than those chosen by ourits competitors, or if weit offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, ourthe competitive position of the Company could deteriorate, and ourits business, financial condition and results of operation could suffer.

The introductionCompany’s competitive position will be adversely affected by our competitorsthe introduction of new technologies, products and services may adversely affect our competitive position.by its competitors. Furthermore, advances in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may require usthe 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 wethe Company currently offer to customers separately or at a premium. In addition, the uncertainty of ourthe Company’s ability and the costs to obtain intellectual property rights from third parties could impact ourits ability to respond to technological advances in a timely and effective manner.

Technology in ourthe Company’s industry changes rapidly which could cause ourits products and services to become obsolete. WeThe Company may not be able to keep pace with technological developments. If the new technologies on which we intendthe Company intends to focus ourits research and development investments fail to achieve acceptance in the marketplace, ourthe competitive position of the Company could be negatively impacted limiting or even preventing usthe Company from becoming profitable. WeThe Company may also be at a competitive disadvantage in developing and introducing complex new products and services due to the substantial costs wethat the Company may incur in producing these products or services, For example, ourits competitors could use proprietary technologies that are perceived by the market as being superior. Further, after we havethe Company has incurred substantial costs, one or more of the products or services wethe Company or ourits strategic partners are developing could become obsolete prior to it being widely adopted.

We expect

The Company expects to continue to face increased threats from companies who use the Internet to deliver services similar to oursthe Company’s as the speed and quality of broadband and wireless networks continues to improve. OurThe industry is subject to rapid technological change, and wethe 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. We intend,The Company intends, subject to financing, to continue to make substantial investments in developing new products and technologies, and it is possible that ourthe development efforts of the Company will not be successful and that ourthe Company’s new technologies will not result in meaningful revenues. Our

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 ourits 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.

We intendThe Company intends that advertising will produce the predominant share of ourits revenues, if any. With the continued development of alternative forms of media, particularly electronic media including those based on the Internet, ourthe businesses may face increased competition. Alternative media sources may also affect ourthe Company’s ability to generate revenues. This competition may make it difficult for usthe Company to grow or generate revenues, which we believethe Company believes will challenge usit to expand the contributions of ourits business.

Item 1A. Risk Factors

The information to be reported under this Item is not required of smaller reporting companies. However, there have been no material changes from the risk factors previously disclosed in our Report on Form 8-K for the fiscal year ended December 31, 2013, filed with the SEC on October 29, 2014.

Item 1B. Unresolved Staff Comments

Not Applicable

Item 2. Properties

Our

The principal executive officeplace of business of the Company is locatedsituated at 39 Dorado Reef, 70 Calle Arrecife,Beach East, Dorado, Puerto Rico, 00646 and is provided by Joseph Spiteri, our CEO. The Company’s telephone number is (631) 521-9700. TheCEO at a monthly rent is $2500 per month and our website is www.mojotags.com.of $ 2,500.

Item 3. Legal Proceedings 

We are

The Company is not presently a party to any litigation nor, to our knowledge, is any litigation threatened against us,it, which may materially affect ourits business or ourits assets.

Item 4. Mine Safety Disclosures 

Not Applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Currently, ourthe Common Stock of the Company is quoted in the OTC Markets Pink Sheets under the Symbol MJDS. The reported high and low sales prices for ourits common stock as reported thereon are shown below for the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not represent actual transactions.

As of March 31, 2016, our transfer agent, Empire Stock Transfer, Inc. confirmed there were 21 holders of record owners of our common stock.

Dividends and Dividend Policy

We have

The Company has never paid dividends on ourits Common Stock and ourits present policy is to retain anticipated future earnings for use in ourits business.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Securities Authorized for Issuance under Equity Compensation Plans

None

Recent Sales of Unregistered Securities 

In 2014, wethe Company sold 2,323,260 units of ourits securities at $0.25 per unit (the “Units”"Units") each Unit consisting of one (1) share of common stock and one (1) common stock purchase warrant exercisable for a period of five (5) years at $0.50 per share in an offering pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”"Securities Act") to accredited investors.

In 2014, wethe Company also issued 85,000 shares of ourits common stock to two (2) individuals for services e pursuant to Section 4(a)(2) of the Securities Act.

All transactions were completed under Section 4(a)(2) of the Securities Act as they were not in connection with any public offering, and the investors were believed to be accredited and financially sophisticated.

Item 6. Selected Financial Data

The information to be reported under this item is not required of smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Forward Looking Statements

The following discussion and analysis of the consolidated financial condition and consolidated results of operations of the Company is for the years ended December 31, 20142015 and 20132014 and should be read in conjunction with the consolidated financial statements, and the notes to those consolidated financial statements that are included elsewhere in this report. OurThis discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as ourthe Company's plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We useThe Company uses words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. As used in this report, the terms “MOJO,”"MOJO," the “Company,” “we,” “us,” “our,”"Company," "we," "us," "our," and similar terms mean MOJO Data Solutions, Inc., a Puerto Rico corporation.

Company Overview

Since the consummation of the Asset Purchase Agreement on January 31, 2014, (see Note 2 of the consolidated financial statements for details of the transaction), we haveCompany's has been refocusing the Company’sits business plan and strategy to develop and monetize the intellectual property assets weit purchased from MDS. Preceding the transaction, the Company served as a holding company for our predecessor’sits 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. We intendThe 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 ourthe proprietary and licensed intellectual property, we arethe 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 ourits audio and digital watermarking technologies and other campaign management tools. The basic idea of watermarking is to enable a hidden channel that can be used in existing distribution channels. This channel offers the possibility to transmit user specific data. Audio watermarkingwhich 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.material^. Digital watermarks consist of indiscernible information that can be inserted into images, audio data or videos. The watermarkvideos which can also be used to check the authenticity of copies by authorized persons and provide evidence of whether the product was legally acquired or has been tampered with in some way.

OurThe goal is to work closely with large brands and the advertising and marketing agencies whoto serve them to enhance traditional advertising and marketing campaigns. WeThe 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 ourits Mojo Tags multimedia reader.

We intend

The Company intends for ourits 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.

Consolidated Results of Operations

Year ended December 31, 20142018 compared to the year ended December 31, 20132017

During the year ended December 31, 2018, the Company generated revenues of $0.

During the year ended December 31, 2014, the Company generated revenues of $20,695 from non-related parties. During the year ended December 31, 2013 the Company generated revenues of $51,000, from a related party.

During the year ended December 31, 2014,2018, the Company had general and administrative expenses of $669,355$0 compared to $534,484$0 during the year ended December 31, 2013.2017. The majority of expenses for the year ended December 31, 20142018 were for professional fees related to the regulatory filings in connection with the consummation of the Asset Purchase Agreement.

During the year ended December 31, 2014 and 2013, the Company had interest expense of $75,728 and $94,539, respectively.

During the year ended December 31, 2014, the Company incurred costs of $73,499 relating to warrants issued to convert debt. There were no such costs in 2013.

The foregoing resulted in net loss of $797,887 during the year ended December 31, 2014 compared to a net loss of $578,023 during the year ended December 31, 2013. The Company attributes the increase in net loss to increased professional fees.

Liquidity and Capital Resources

The Company’s working capital as of December 31, 20142018 and 20132017 is summarized as follows:

The Company’s cash flow for the years ended December 31, 20142018 and 20132017 is summarized as follows:

As of December 31, 2014, we had a working capital deficiency of $624,081 compared to a working capital deficiency of $2,696,546, an improvement of $2,072,465. The change is primarily attributable to the effects of the MDS Asset Purchase Agreement resulting in a decrease in debt.

Cash used in operating activities during the year ended December 31, 2014 was $254,468. This was primarily due to a net loss of $797,887, which was offset by shares issued for services of $46,000, warrant expense for services and conversion of debt of $119,439, amortization of debt discount of $70,453 and a change in accounts payable – related party resulting in an increase in cash of $317,867. Cash used in operating activities during the year ended December 31, 2013 was $445,169. This was primarily due to a net loss of $578,023 and an increase in related party receivables of $28,000 offset by depreciation expense of $38,155 and a change in accounts payable and accrued expenses resulting in an increase in cash of $119,275.

Cash provided by (used in) investing activities during the years ended December 31, 2014 and 2013 was $179,766 and ($11,525), respectively. The primary item comprising the $179,766 for the year ended December 31, 2014 was the cash received from the MDS Asset Purchase Agreement of $176,104. For the year ended December 31, 2013, the Company spent $11,525 to acquire fixed assets.

Cash provided financing activities during the year ended December 31, 2014 and 2013 was $39,140 and $493,129, respectively. Cash provided by financing activities during the year ended December 31, 2014 was due to net repayments of $10,860 to related parties offset by net proceeds of $50,000 from the issuance of a convertible note. Cash provided by financing activities during the year ended December 31, 2013 was $493,129 which consisted of $32,431 in repayments offset by proceeds from related parties of $525,560.

We anticipateanticipates that ourits cash on hand and the revenue that we anticipateit anticipates generating going forward from ourits operations will not be sufficient to satisfy all of ourits cash requirements for the next twelve month period. We requireThe Company requires funds to enable usit to address ourits minimum current and ongoing expenses as presently, we arethe Company is not generating revenue to meet ourits operating and capital expenses. WeThe Company currently dodoes not havehas committed sources of additional financing and may not be able to obtain additional financing. To acquire additional financing, we planthe Company plans to raise any such additional capital primarily through equity and debt financing, provided that such funding is available to us.it. The issuance of additional equity securities by usthe Company may result in a significant dilution in the equity interests of ourits current stockholders. There is no assurance that wethe Company will be able to obtain further funds required for ourits continued operations or that additional financing will be available to usit when needed or, if available, that it can be obtained on commercially reasonable terms. If we arethe Company is not able to obtain additional financing as required on a timely basis, weit will not be able to meet certain obligations as they become due and weit will be forced to scale down or perhaps even cease ourits operations.

Off Balance Sheet Arrangements:

We doThe Company does not havehas any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The information to be reported under this item is not required of smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

OurThe Company’s financial statements are contained in the pages beginning F-1, which appear at the end of this annual report.

Item 9. Changes In, and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We

The Company carried out an evaluation, under the supervision and with the participation of ourits Chief Executive Officer (“CEO”("CEO"), who is also ourits Principal Financial Officer (“PFO”("PFO"), of the design and effectiveness of our “disclosurethe Company’s "disclosure controls and procedures”procedures" (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, ourthe CEO/PFO concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective. The conclusion that ourthe disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff::

Once sufficient funds are available, ourthe CEO/PFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including:

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our

The CEO/PFO is responsible for establishing and maintaining adequate internal control over financial reporting as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934. As of December 31, 2014 our CEO/PFO assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control set forth in the 1992 report entitled “Internal"Internal Control - Integrated Framework”Framework" published by the Committee of Sponsoring Organizations (“COSO”("COSO") of the Treadway Commission. Based on that evaluation, our CEO/PFO concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of ourthe Company’s internal control over financial reporting that adversely affected ourits internal controls.

The matters involving internal controls and procedures that the Company’s CEO/PFO considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by the Company's CEO/PFO in connection with his review of ourthe Company’s financial statements as at the end of December 31, 2014.reporting period.

OurThe CEO/PFO believes that the material weaknesses set forth above did not have an effect on the Company's financial results. However, ourthe CEO/PFO believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, results in ineffective oversight of the establishment and monitoring of required internal controls and procedures.

WeThe Company will continue to monitor and evaluate the effectiveness of ourits internal controls and procedures and ourits internal controls over financial reporting on an ongoing basis and are committed to taking action and implementing additional enhancements or improvements as funds allow.

There have been no significant changes in ourthe Company’s internal controls over financial reporting that occurred during the quarter ended December 31, 2014current reporting period that have materially affected or are reasonably likely to materially affect, ourthe Company’s internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only its management report in the Annual Report.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Goverence

Our

The directors hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the holders of a majority of the shares then entitled to vote. OurThe Board of Directors appoints ourthe executive officers, and ourthe executive officers serve at the pleasure of ourthe Company’s Board of Directors.

OurThe directors and executive officers, their ages, positions held, and duration of such are as follows:

Professional Experience: The business experience of our officers and directors is set forth below:

Joseph Spiteri is a software executive with over thirty years of experience in software architecture, engineering, research, and management. He has specialized in the areas of wireless data communications, mobile computing, and multi-tier distributed computing architectures. Mr. Spiteri leads ourthe design, development, and implementation of mobile enterprise applications and custom OEM contract software development.

Mr. Spiteri founded InVision Software in 1995 after a long career as an electrical engineer in the defense electronics industry. In 2004, he founded Mobile Data Systems, a privately-held New York corporation where he served as President, Chief Executive Officer and board member prior to the sale of its assets to the Company, In addition to Mr. Spiteri, Ralph M. Amato, age 62, was appointed to serve as a director of the Company pursuant to a consulting agreement, dated as of August 24, 2013 between the Company and Ventana Capital Partners, LLC (“Ventana”). The Company determined that Ventana failed to perform in accordance with the terms of that agreement which triggered the termination of the Ventana consulting agreement and the voluntary resignation of Mr. Amato, the appointed board designee of Ventana, from its Board of Directors.

Legal Proceedings

During the past ten years, Mr. Spiteri, our sole director or executive officer has not been:

None of ourthe Company’s directors or officers or, to ourits knowledge, any affiliates or any beneficial owner of 5% or more of our common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries.

Corporate Governance

We

The Company currently have no standing audit, compensation or nominating committees or committees performing similar functions, nor do we havehas it written audit, compensation or nominating committee charters. OurThe Board of Directors believes it unnecessary to have such committees at this time because they can adequately perform the functions of such committees.

WeThe Company do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of ourthe Company’s development, a specific nominating policy would be premature until ourthe business operations develop to a more advanced level. WeThe Company currently do not have any specific or minimum criteria for the election of nominees to the Board of Directors and we doit does not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with ourthe Board of Directors may do so by directing a written request addressed to ourthe director at the address on the cover of this report.

Code of Ethics

We haveThe Company has not yet adopted a code of ethics within the definition of Item 406 of Regulation S-K.

Currently, we havethe Company has a single named executive officer, 3 employees, as well as a few part-time employees and additional consultants. As ourthe Company’s business continues to grow, and wethe Company become more experienced as a fully-reporting public company, ourits Board of Directors plans to implement a code of ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

We are

The Company is currently not subject to Section 16(a) of the Exchange Act as wethe Company do not have a class of equity securities registered pursuant to section 12 of the Exchange Act.

Item 11. Executive Compensation

As a “smaller reporting company,” wecompany”, the Company have elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under such scaled disclosure, we arethe Company is not required to provide a Compensation, Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.

Executive Compensation

The following table sets forth information concerning the compensation of our principal executive officer for the years ended December 31, 2014 and 2013.current reporting period is as follows:

Summary Compensation Table

No accrued compensation is due to any executive officer or director of the Company. Each executive officer and director will be entitled to reimbursement of expenses incurred while conducting Company business.

The former executive officers of our predecessor parent company, AUTT, did not receive any compensation during the current fiscal years ended April 30, 2014 and 2013year nor was any compensation accrued.

Employment Agreements or Arrangements

We have not entered into any employment agreements or arrangements, whether written or unwritten, with our directors or executive officers since our inception. See “Certain Relationships and Related Transactions; and Director Independence; Consulting Agreement” on page 16 of this Memorandum.

Equity Awards

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 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 bear the customary restrictive legends.

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

Nicholas P. DeVito (Former Chief Operating Officer)

Ralph M. Amato (Former Director)

Other than the foregoing, wethe Company have not awarded any shares of stock, options or other equity securities to ourits directors or executive officers since ourits inception. WeThe Company have not adopted any equity incentive plan. OurThe directors and executive officers may receive stock options at the discretion of ourits Board of Directors in the future.

Director Compensation

Other than equity compensation set forth above, no director received or accrued any compensation for his services as a director since our inception.

WeThe Company have no formal plan for compensating ourits directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of ourthe Board of Directors. Our

The Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership

The following table sets forth, as of March 31, 2016, certain information known to usthe Company with respect to the beneficial ownership of ourits common stock, Series A Preferred Stock and Series B Preferred Stock by:

Common Stock

Notes

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, dated September 27, 2013, between the Company and MDS, the Company agreed to purchase all of the intellectual property and substantially all of the tangible assets of MDS, constituting substantially all of the assets of MDS, in consideration for $190,000 and an unsecured promissory note for the principal amount of $80,000, bearing interest at a rate of 5% per year, maturing on the first anniversary date of the date of issuance and convertible by the holder thereof at any time and from time to time into shares of Common Stock of the Company for $0.05 per share. The shares of Common Stock of the Company issuable upon the conversion of the Promissory Note will not be registered under the Securities Act and will be deemed to be restricted pursuant to Rule 144 promulgated under the Securities Act. Joseph Spiteri, MOJO’s President, Chairman, Chief Executive Officer, Treasurer and Secretary, is also the President and Chief Executive Officer of MDS.

Consulting Agreement. Pursuant to a Consulting Agreement, dated April 24, 2013, between MDS and Ventana Capital Partners, LLC, a Puerto Rico limited liability company of which Ralph M. Amato, a director and significant beneficial owner of common stock of the Company, has voting and dispositive control (“Ventana”), the Company had retained Ventana to provide it with certain services. In consideration for the services rendered by Ventana, the Company had agreed to issue to RDA Equities, LLC, a Puerto Rico limited liability company and affiliate of Ventana, up to 5,750,000 shares of Series B Preferred Stock upon the consummation of certain financial milestones. The term of the Consulting Agreement was to terminate on April 24, 2016, and was terminated prior thereto pursuant to early termination provisions in the agreement in certain circumstances. Accordingly, the Company is no longer obligated to provide such shares or board seat.

Other than as disclosed above, there has been no transaction, since the beginning of the year ended December 31, 2014,Current reporting period, or currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of our total assets at year-end for the last completed fiscal year, and in which any of the following persons had or will have a direct or indirect material interest:

As at December 31, 2014,the end of current reporting period, there were warrants outstanding to purchase 2,323,260 shares of our common stock at $0.50 per share.share.

Item 14. Principal Accounting Fees and Services

Our

The Board of Directors has selected Malone Bailey, LLP (“("Malone Bailey”Bailey") as the independent registered public accounting firm to audit ourthe books and accounts for the current fiscal years ending December 31, 2014 and 2013.year. Malone Bailey has served as our independent accountant since 2013. The aggregate fees billed, or expected to be billed, for the last two fiscal years, ended December 31, 2014 and 2013, for professional services rendered by Malone Bailey were as follows:$ 0.

In the above table, “audit fees”"Audit fees" are fees billed for services provided related to the audit of ourthe Company’s annual financial statements, quarterly reviews of ourthe interim financial statements, and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for those fiscal periods. “Tax fees”

"Tax fees" are fees billed, or to be billed, by the independent accountant for professional services rendered for tax compliance, tax advice and tax planning.

OurThe Board of Directors pre-approves all services provided by ourthe Company’s independent accountants. OurThe Board of Directors reviewed and approved all of the above services and fees.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of or are included in this Annual Report:

MOJO DATA SOLUTIONS

Financial Statements

For The Years Ended

December 31, 20142018 and 20132017

Table of Contents

Mojo Data Solutions, Inc.

Consolidated Balance Sheets

December 31,

See accompanying notes to the consolidated financial statements

Mojo Data Solutions, Inc

Consolidated Statements of Operations

For The Year Ended December 31,

See accompanying notes to the consolidated financial statements

Mojo Data Solutions, Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

For The YearYears Ended December 31, 20142018 and 2017

See accompanying notes to the consolidated financial statements

Mojo Data Solutions, Inc.

Consolidated Statements of Cash Flows

For The Years Ended December 31,

See accompanying notes to the consolidated financial statements

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 20142018

Note 1. Nature of Operations and Going Concern

Overview

Mojo Data Solutions, Inc. (the “Company” “Company”or “Mojo”“Mojo”)was founded in Nevada on July 8, 2010 as Authentic Teas, Inc.(“Authentic”). Authentic’swholly-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”). All references to the Company or Authentic before September 13, 2013 are to Authentic Teas, Inc.

Basis of Presentation

The consolidatedcompany 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 and related notes have been prepared in accordanceconformity with accounting principles generally accepted in the United States of America (“US GAAP”) and includepursuant to the accountsrules and regulations of the CompanySecurities and its wholly-owned subsidiary. All material intercompany balances and transactionsExchange Commission ("SEC") on a going concern.

Accounting Convention

These financial statements have been eliminatedprepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in consolidation.the respective accounting policies notes.

Going Concernconcern

The accompanying unaudited financial statements have been prepared on the assumption that the Company hadwill continue as a net loss of $797,887going concern. The Company historically has experienced significant losses and negative cash flows from operationsoperations. Further, the Company does not have a revolving credit facility with any financial institution. These factors raise substantial doubt about theCompany’sability to continue as a going concern.

The ability of $254,468  for the year ended December 31, 2014. The Company’s abilityCompany to continue as a going concern is contingentdependent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to implement its business plan and to fund operations by raising additional capital, through the issuance of convertible debtnegotiating adequate financing arrangements and equity securities.

on achieving sufficiently profitable operations. The consolidated financial statements do not include any adjustments relating to the recoveryrecoverability and classification of the recorded assets or the amounts and classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2. StockCritical accounting estimates and Asset Purchase Agreementsjudgements

Stock Purchase AgreementThe 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.

On August 23, 2013 (the “Closing Date”), Authentic, Hrant Isbeceryan, David Lewis RichardsonThe estimates and Evan Michael Hershfield, constituting allunderlying 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 executive officersrevision and members of the Board of Directors of Authentic (the “Selling Stockholders”), and RDA Equities, LLC, a Puerto Rico limited liability company (“RDA”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which RDA purchased from the Selling Stockholders an aggregate of 2,750,000 shares, par value $0.001 per share, of restricted common stock of Authentic (the “Shares”) in consideration for $0.001 per Share (the “Purchase Price”), for an aggregate purchase price of $2,750 (the “Transaction”). Such Shares represented approximately 68.6% of the 15,151,800 outstanding shares of common stock of Authentic as of such date.

Pursuant to the terms and conditions of the Stock Purchase Agreement, on the Closing Date, (i) the Board of Directors of Authentic appointed Joseph Spiteri and Ralph M. Amato as members to the Board of Directors; (ii) Hrant Isbeceryan and David Lewis Richardson, the current executive officers of the Company, resigned from the Company; (iii) the Board of Directors appointed Joseph Spiteri as the Company’s Chief Executive Officer, President, Secretary and Treasurer, Ronald J. Everett as the Company’s Chief Financial Officer, and Nicholas P. DeVito as the Company’s Chief Operating Officer; and (iv) Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield resigned from the Board of Directors, effective immediately.future periods.

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

NotesThe areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to Consolidated Financial Statements

December 31, 2014the financial statements are as follows:

Note 2. Stock and Asset Purchase Agreements (continued)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)

Income tax

Stock Purchase Agreement (continued)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.

Also pursuant toDeferred income tax is accounted for using the Stock Purchase Agreement, Authentic agreed to effectuatebalance sheet liability method in respect of all temporary differences arising from differences between the following: (a) a three-for-one (3:1) forward stock splitcarrying amount of Authentic’s outstanding common stock (the “Forward Stock Split”); (b) a business combination by merging Authentic withassets and into Mojo Data Solutions, Inc., a corporation formedliabilities in the Commonwealthfinancial statements and the corresponding tax bases used in the computation of Puerto Rico, with Mojo being the surviving entity (the “Surviving Corporation”)taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and with each outstanding share of the Common Stock of the Company being automatically converted into one share of Common Stock of the Surviving Corporation (the “Merger”); and (c) the Surviving Corporation subsequently acquiring certain intellectual propertydeferred income tax assets of Mobile Data Systems, Inc., a New York corporation (the “Acquisition”). In the event the Merger and Acquisition was not consummated on or prior to the 90th day following the Closing Date, which date was extended by agreement among the parties, the Company agreed to undertake all reasonable efforts to remove the then current directors and officers of the Company in accordance with applicable corporate law and replace such individuals with Hrant Isbeceryan as President, Chief Executive Officer and director, David Lewis Richardson as Chief Financial Officer, Secretary, Treasurer and director and Evan Michael Hershfield as director, and unless otherwise consented to in writing by Hrant Isbeceryan, cease all actions in connection with the Forward Stock Split, Merger and Acquisitionare recognised to the extent such actions have not yet been consummated;that it is probable that taxable profits will be available against which the deductible temporary differences and retransferunused tax losses can be utilized. Deferred income tax is calculated at the Shares backrates that are expected to apply to the Selling Stockholders forperiod when the Purchase Price.differences are expected to be reversed.

On September 13, 2013, Authentic, effectuated a three-for-one (3:1) forward stock split of its outstanding shares of common stock, parTrade and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair value $0.001 per share. All references to Authentic’s outstanding shares, warrants and per share information have been retroactively adjusted to give effect to the forward stock split. After the forward stock split, Authentic 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 new name Mojo Data Solutions, Inc. Pursuant to that certain Agreement and Plan of Merger, dated August 27, 2013, by and between Authentic, a Nevada corporation and Mojo Data Solutions, Inc., a Puerto Rico corporation (the “Merger Agreement” and “Mojo”), Authentic merged with and into Mojo, with Mojo being the surviving corporation (hereinafter referred to as the “Company”) and Authentic ceasing to exist. Each share of common stock of Authentic automatically, and without any further action by any of the stockholders, became a share of common stock, par value $0.001, of Mojo on a one-for-one basis. As a result of the Merger, the Certificate of Incorporationconsideration to be paid in future for goods and Bylaws of Authentic became the Certificate of Incorporation and Bylaws ofservices received, whether or not billed to the Company.

Asset Purchase AgreementProvisions

On September 27, 2013,A provision is recognized in the financial statements when the Company entered intohas a legal or constructive obligation as a result of past events and it is probable that an Asset Purchase Agreement (the “APA”) with Mobile Data Systems, Inc.,outflow of resources embodying economic benefits will be required to settle the obligation and a New York corporation (“MDS”), pursuantreliable 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 whichdetermine 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 agreed to purchase allbelieves 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 intellectual property and substantially allCompany; 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 tangible assets of MDS, constituting substantially all of the assets of MDS, in consideration for $190,000 cash and an unsecured promissory note for the principal amount of $80,000 (the “Promissory Note”), bearing interest at a rate of 5% per annum, maturing on the first anniversary date of the date of issuance and convertible by the holder thereof at any time and from time to time into restricted shares of common stock of the Company at the rate of $0.05 per share (the “Transaction”). The net cash received from MOJO was $8,277obligation cannot be measured with the remaining $80,000 recorded as note receivable and $181,723 recorded as payment of debt. The total consideration of $270,000 was recorded as an equity transaction between related parties. The CEO of the Company is also the CEO of Mobile Data Systems, Inc. Upon the closing of the transaction under the APA on January 31, 2014, the business of MDS became the business of Mojo.

The combination of the stock purchase agreement and APA is accounted for under the guidance for reverse merger acquisitions. In accordance with reverse merger accounting, the December 31, 2013 balances on the balance sheet are those of MDS with the exception of common stock which has been reflected to show the shares that would have been outstanding if MDS was public as of December 31, 2013. In addition, the prior year quarterly results of operations and cash flows are those of MDS.

sufficient reliability.

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2014liabilities

Note 2. StockFinancial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and Asset Purchase Agreements (continued)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.

Property, plant and equipment

Asset Purchase Agreement (continued)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.

Upon closingDepreciation 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.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the APA, all assetsstatement of MDS were removed from the surviving companycash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with the exceptionmaturities of the fixed assets which were assumed by the surviving company as part of the APA. In addition, all liabilities and retained earnings were also removed from the surviving company. The net adjustment to additional paid in capital for this was a decrease of $1,143,195 with net asset removed of $2,575,202. In addition, upon closing of the APA, all assets, liabilities, and equity instruments of Mojo were incorporated to the surviving company. The net adjustment to additional paid in capital for this was a decrease of $120,351 with net assets assumed of $(92,593). The net cash received from the reverse merger was $176,104.less than three months.

See below for a table showing the full effects of the reverse merger at the time of commencement on January 31, 2014.

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2014Revenue recognition

Note 3. Significant Accounting PoliciesRevenue 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.

UseFunctional and presentation currency

Items included in the financial statements are measured using the currency of Estimatesthe 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 preparationassessment of financial statements in conformitythe contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with accounting principles generally accepted incertainty. The Company, based on the United Statesavailability of America (“GAAP”) requires management to makethe latest information, estimates the value of contingent assets and assumptions that affectliabilities, which may differ on the reported amounts inoccurrence / non-occurrence of the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, estimates of depreciable lives and valuation of property and equipment, and the valuation of stock-based compensation.uncertain future event(s).

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to beThis represent cash equivalents.

Accounts Receivable

The Company evaluates itsin hand and cash deposited in bank accounts receivable on a customer-by-customer basis and has determined that an allowance for doubtful accounts is not necessary at December 31, 2014 or 2013.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss)(current) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at December 31, 2014:Company.

The Company had no potential common stock equivalents at December 31, 2013.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table.Accounts Receivables

Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the statements of operations. Repairs and maintenance costs are expensed in the period incurred.

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2014Inventory

Note 3. Significant Accounting Policies (continued)

Prepaid expenses

Revenue Recognition

The Company recognizes when: (i) persuasive evidence of an arrangement exists; (ii) the fees are fixed or determinable; (iii) no significant Company obligations remain; and (iv) the collection of the related receivable is reasonable assured.

Income Taxes

The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company has deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are subject to periodic recoverability assessments. Realization of the deferred tax assets, net of deferred tax liabilities, is principally dependent upon achievement of projected future taxable income.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, is only addressed if the position is more likely than not to be sustained. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

Note 4. Property and Equipment

The Company acquired $176,979 of property and equipment as part of the Asset Purchase Agreement with MDS (see Note 1) on January 31, 2014.

Property, plant and equipment on December 31, 2014 are as follows:

Depreciation expense for the year ended December 31, 2014 amounted to $2,720.

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2014Accounts payable and accrued expenses

Note 5. Related Party Transactions

On January 31, 2014, the Company consummated the Asset Purchase Agreement (the “APA”) with Mobile Data Systems, Inc., a New York corporation (“MDS”), for which the CEOConvertible notes - net of the Company is also the CEO. See Note 2 for details of the APA. As of December 31, 2014, the Company owed Mobile Data Systems, Inc. $26,185 relating  to expenses incurred prior to the signing of the APA. This payable is included in accounts payable – related party on the balance sheet.discount

As result of the reserve merger, on January 31, 2014, $80,000 of convertible debt were carried over to the Company. The note has a conversion price of $0.05 that bears 5% interest. The stock price on January 31, 2014 was $0.23, which resulted in a beneficial conversion feature. Due to the beneficial conversion feature, a debt discount of $80,000 was recorded. The debt discount will be accreted using the effective interest method. Debt discount amortization for the year ended December 31, 2014 was $57,699, which is included in interest expense on the statement of operations. The unamortized debt discount as of December 31, 2014 was $22,301. Interest expense on the note for the year ended December 31, 2014 was $3,667. As of the date of this filing, this note is in default.

On November 19, 2013, and December 18, 2013, the Company sold two convertible promissory notes to Prospect Financial, LLC (“Prospect Financial”), an entity which Ralph M. Amato, a principal stockholder and a former member of the Board of Directors of the Company, has voting and dispositive control, in consideration for, and for the principal amounts of, $50,000 each. Each note bore interest at the rate of 5% per annum, was to mature on the first year anniversary date of the date of issuance, and was convertible into common stock  at $0.25 per share and 403,260 warrants with an exercise price of $0.50 and a term of 5 years. These warrants were valued using the Black-Scholes model with the following inputs: a share price of $0.23 based the publicly traded stock price on the day of conversion, a risk free interest rate of 1.49% based the 5 year treasury bill, and volatility of 129.09% based historical volatility of the Company. The fair value of the warrants using this model with those inputs is $73,499. On January 31, 2014, the combined outstanding principal balance of $100,000 and combined accrued interest of $815 on the notes were converted into 400,000 and 3,260 shares of common stock, respectively.

As of December 31, 2014 $109,020  is due to the Company’s former President and Chief Financial Officer and $12,140 is due to the Company’s current President and Chief Financial Officer. The advances are unsecured, non-interest bearing and due on demand. During the year ended December 31, 2014, the Company had net advances of $12,140 from the former President and CFO.

The Company engages a related party through common ownership by the CEO for consulting expenses. The Company made repayments for amounts owed to this company of $31,000 and borrowed $8,000 which is due on demand and does not bear any interest, resulting in net repayments of $23,000 during the year ended December 31, 2014. Consulting expenses incurred with this related party during the year ended December 31, 2014 was $281,100 . The Company also leases rental space from this related party. There are no set terms for rent as rent is on a month to month basis. Rent expense for the year December 31, 2014 was $16,200. At December 31, 2014, the Company owed this related party $301,682. This payable is included in accounts payable – related party on the balance sheet.

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, 2015.2018. The note is convertible at $0.25 per share. At December 31, 2014,2017, there was $50,000$57,699 outstanding on this note. As of the date of this filing, this note is in default.

Loans payable

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2014Revenue

Note 6. Commitments and Contingencies

Operating expenses

Legal Matters

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 December 31, 2014,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.

Note 7. Stockholders’ Deficit

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.

Warrants

Preference Stock

Warrant activityThe Company issued 25,000,000 class - B preference shares during the period on which lien is marked for the nine months ended December 31, 2014 consisted of:cars and yacht.

In addition to the issuance of 200,000 warrants describe above under Common Stock above, 1,500,000 warrants with an exercise price of $0.50 and a life of five years were issued in the current quarter prior to the reverse merger; therefore, all accounting for these warrants was done in the line titled Reclassification for Reverse Merger on the Condensed Statement of Changes in Stockholders’ Deficit.

On November 19, 2013, and December 18, 2013, the Company sold two convertible promissory notes to Prospect Financial, LLC (“Prospect Financial”), an entity which Ralph M. Amato, a principal stockholder and a former member of the Board of Directors of the Company, has voting and dispositive control, in consideration for, and for the principal amounts of, $50,000 each. Each note bore interest at the rate of 5% per annum, was to mature on the first year anniversary date of the date of issuance, and was convertible into common stock at $0.25 per share and 403,260 warrants with an exercise price of $0.50 and a term of 5 years. These warrants were valued using the Black-Scholes model with the following inputs: a share price of $0.23 based the publicly traded stock price on the day of conversion, a risk free interest rate of 1.49% based the 5 year treasury bill, and volatility of 129.09% based historical volatility of the Company. The fair value of the warrants using this model with those inputs is $73,499.

As of December 31, 2014, the total intrinsic value of warrants outstanding and exercisable was $0.

As of December 31, 2014, the Company has $0 in stock-based compensation related to warrants that is yet to be vested. The weighted average remaining life of the warrants is 3.90 years. 

Note 8. Subsequent Events

On January 1, 2016, 8,000,000 of the Series A Preferred Stock were converted into 8,000,000 shares of common stock.

Item 16. Exhibits.

SIGNATURES

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