Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

(Mark One)

FORM 10-K

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

For the fiscal year ended ended: December 31 2018, 2020

or

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

Commission file number 333-175003

Mojo Data Solutions, Inc.

(Exact name of registrantRegistrant as specified in its charter)

Puerto Rico66-0808398

(State or other jurisdiction

of incorporation)

(I.R.S.IRS Employer

incorporation or organizationIdentification

I.D. No.)

URB Dorado Reef

39 Dorado Beach EastE21 Calle Las Palmas

Dorado, Puerto Rico00646

(Address of principal executive offices) (Zipoffices and zip Code)

(631)521-9700

(Registrant’s telephone number, including area codecode)

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 [_]

Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Sectionsection 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) 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).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, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)Act:

Large accelerated filer[_]Accelerated filer[_]
Non-accelerated filer[_] (Do not check if a smaller reporting company)Smaller reporting company[X]
Emerging growth companyGrowth Company[_]  

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 Exchange 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, 2014,2020, was $289,000.$0.06. 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, 2014,2020, the registrant’s aggregate market value was less than $50$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, 2018,2020, there were 38,755,060284,633,271 shares outstanding of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

MOJO DATA SOLUTIONS, INC.Data Solutions, Inc.

Table of Contents

PART I
Item 1.Business3
PART IItem 1A.Risk Factors6
Item 1.Business3
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments86
Item 2.Properties86
Item 3.Legal Proceedings86
Item 4.Mine Safety Disclosures86
PART II
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities97
Item 6.Selected Financial Data107
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations107
Item 7A.Quantitative and Qualitative Disclosures About Market Risk129
Item 8.Financial Statements and Supplementary Data129
Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure1310
Item 9A.Controls And Procedures1310
Item 9B.Other Information1411
PART III
PART III
Item 10.Directors, Executive Officers, and Corporate Governance1512
Item 11.Executive Compensation1613
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters1815
Item 13.Certain Relationships and Related Transactions, and Director Independence1916
Item 14.Principal Accountant Fees and Services1916
PART IV
PART IV
Item 15.Exhibits and Financial Statement Schedules20
Item 16.Exhibits16

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 2

PART I

Item 1. Business

Company’sOur History

Mojo Data Solutions Inc. (The Company)The Company was initially incorporated on July 8, 2010 in the State of Nevada under the name of Authentic Teas, Inc. (“AUTT”). OnEffective September 16, 2013, the Company was re-domesticatedredomesticated 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 re-domestication.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.mojodigitalassets.com. The website and information contained on, or that can be accessed through the website are not part of this report. Under the re-domestication,redomestication, 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, aour 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.

TheHead Office address of our principal executive office is URB Dorado Reef, E21 Calle Las Palmas, Dorado, Puerto Rico 00646. Our telephone number is (631) 521-9700, and our website is located at www.mojodigitalassets.com.

Company Overview

The Company is undergoing a transformation from an inactive entity to reinvigorating its business efforts. Although 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 verticals.

Through the proprietary and licensed intellectual property, the Company ishas always engaged in developing technologiestechnology-forward business, we now seek to deliverengage in endeavors to advance further into blockchain and “web3” strategy.

Blockchain technology is a fully integrated, multimedia mobile visual search, discovery, content deliverydecentralized and consumer activation platform, combiningencrypted ledger system that is designed to offer a simple, elegant user experience onsecure, efficient, verifiable and permanent way of storing records and other information without 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.need for intermediaries. Digital watermarks consist of indiscernible information thatcryptocurrencies, specifically, can serve multiple purposes. They can be inserted into images, audio dataa medium of exchange, store of value, or videos whichunit of account. Examples of cryptocurrencies include: Bitcoin, Ethereum, and USDC. Many blockchain-based currencies have alternative, utility-based premises (for example, Ethereum provides the basis for smart contract engagement, although its native token can also be used as a medium of exchange), and applications of the underlying technology span across every industry. Blockchain technologies are being evaluated for a multitude of use cases due to check the authenticitybelief in their ability to have a significant impact in many areas of copies by authorized personsbusiness, finance, information management and provide evidence whethergovernance.

We believe cryptocurrencies can offer many advantages over traditional, fiat currencies, although many of these factors also present potential disadvantages and may introduce additional risks.

See Company Highlights for the product was legally acquired or has been tampered withCompany’s interest in some way.leveraging the emerging technology.

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 3

Company Highlights

The goal isCompany’s founders have spent two years restructuring the capital structure of the company, submitting the appropriate filings and completing the audits necessary to work closely with large brandsregain compliance as a fully audited and the advertising and marketing agencies to serve them to enhance traditional advertising and marketing campaigns. reporting public company.

The Company intend to achieve this by creating exciting consumer experiences enabled through all formsis considering strategic transaction(s) with a revenue producing company specifically in the areas of mobile tags and barcodes, includingbitcoin mining, cybersecurity, blockchain and/or WEB 3.0. MOJO is in 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.

process of evaluating several opportunities in these sectors. In addition, to having mastered the integrationcompany is looking at utilizing its founding team’s experience in mergers & acquisitions and in particular consolidating fragmented industries. The team has significant experience investing in public and private companies across a variety 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.different industries.

Company Highlights

To date, the Company has achieved the following

·Developed the Mojo Campaign Management Suite encompassing several products, including Mojo Tags, Mojo Touch 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.
·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.

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.

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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:

1.Consumer uses a smartphone to scan or listen to tags found in print, audio, pictures and packaging.
2.The Mojo Tags App decodes the tag and transmits the data from the smartphone, over the network to the content server.
3.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.
4.URL or action is received by consumer’s smartphone.
5.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 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.

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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 MaterialsResources

Everything the Company needswe need to develop and improve its productsimplement our Company strategy is readily available. We are building a technological team of experts to support the transactions contemplated above and are exploring potential plans to acquire-hire, premised on procuring financing to support business modalities and growth plans.

Intellectual Property

The CompanyWe do not currently hold any registered patents, copyrights or trademarks. The CompanyWe currently own itsour website’s domain namewww.mojotags.comwww.mojodigitalassets.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 reliesWe rely 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 electswe elect not to be patent. However, confidential information and trade secrets can be difficult to protect. Moreover, the information embodied in the Company’sour 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 CompanyWe seek to protect the market, technical and business information supporting itsour operations, as well as the confidential information relating specifically to itsour products by entering into confidentiality agreements with parties to whom the Company needswe need to disclose itsour confidential information to, such as itsour employees, consultants, board members, contractors and investors. However the Companywe cannot be certain that such agreements have been entered into with all relevant parties. The CompanyWe also seeksseek to preserve the integrity and confidentiality of itsour data and trade secrets by maintaining physical security of itsour premises and physical and electronic security of itsour information technology systems, but it is possible that these security measures could be breached. While the Company haswe have confidence in these individuals, organizations and systems, agreements or security measures may be breached, and the Companywe may not have adequate remedies for those breaches. TheOur confidential information and trade secrets thus may become known by itsour competitors in ways the Companywe cannot prove or remedy.

The CompanyAlthough we expect all of itsour employees and consultants to assign their inventions to the Company,us, and all of itsour employees, consultants, advisors and any third parties who have access to the Company’sour proprietary know-how, information or technology to enter into confidentiality agreements, however, the Companywe cannot provide any assurances that all such agreements have been duly executed.

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

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Marketing and Distribution

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

TheOur business of the Company is not currently dependent on specific customers, but as the Company portfolio rebuilds with customers, the loss of any one or more of which would have a material adverse effect on itsour business.

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Industry and Competition

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

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

Technology in the Company’sour industry changes rapidly which could cause itsour products and services to become obsolete. The CompanyWe may not be able to keep pace with technological developments. If the new technologies on which the Company intendswe intend to focus itsour research and development investments fail to achieve acceptance in the marketplace, theour competitive position of the Company could be negatively impacted limiting or even preventing the Companyus from becoming profitable. The CompanyWe may also be at a competitive disadvantage in developing and introducing complex new products and services due to the substantial costs that the Companywe may incur in producing these products or services, For example, itsour competitors could use proprietary technologies that are perceived by the market as being superior. Further, after the Company haswe have incurred substantial costs, one or more of the products or services the Companywe or itsour strategic partners are developing could become obsolete prior to it being widely adopted.

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The Company expectsWe expect to continue to face increased threats from companies who use the Internetblockchain technology and mining operations to deliver services similar to the Company’sours as the speed and quality of broadband and wireless networksaccess to blockchain mining equipment continues to improve. Theimprove and costs ratably reduce for unique participants in the market. Our industry is subject to rapid technological change, and the Companywe 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,We intend, subject to financing, to continue to make substantial investments in developing a new productsmodality to efficiently implement blockchain mining and technologies,reduce its environmental impact, and it is possible that theour development efforts of the Company will not be successful and that the Company’sour new technologies will not result in meaningful revenues.

The Company’s Our 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 itsour expectations. Competition in the communicationsblockchain mining industry is affected by various factors that include, among others: evolving industry standards and business models; evolving methods of transmission for voicemining; change in proof-of-work and data communications; networking; value-added features that drive replacement rates and selling prices; turnkey, integrated product offerings that incorporate hardware, software, user interface andproof-of-stake applications; and scalabilityaccess to mining rigs early off of the production line where resources can be limited or constricted to certain existing players in the industry; and the ability of the system technologymanagement and operations to meet customers’ immediatecontinually work with fluctuating energy prices and future network requirements.other resource availability to create a financially viable business mode.

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The Company intendsWe intend that advertisingmining will produce the predominant share of itsour revenues, if any. With the continued development of additional and alternative forms of media, particularly electronic media including those based onopportunities in the Internet, themining space and blockchain technology’s natural and rapid evolution, our businesses may face increased competition. Alternative media sources may also affect the Company’sour ability to generate revenues. This competition may make it difficult for the Companyus to grow or generate revenues, which the Company believeswe believe will challenge itus to expand the contributions of itsour business.

Item 1A.IA. 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.IB. Unresolved Staff Comments

Not Applicable

Item 2. Properties

TheOur principal place of business of the Companyexecutive office is situated at 39located Dorado Beach East,Reef, E21 Calle Las Palmas, Dorado, Puerto Rico 00646 and is provided by Joseph Spiteri, our CEO at a monthlyCEO. The Company’s telephone number is (631) 521-9700. The rent of $ 2,500.is $2500/month and our website is http://www.mojodigitalassets.com/.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not Applicable

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 8

PART II

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

Currently, theour 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 itsour 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.

   High  Low 
 2018         
 First quarter ended March 31, 2018  $.00  $.00 
 Second quarter ended June 30, 2018  $.00  $.00 
 Third quarter ended September 30, 2018  $.02  $.02 
 Fourth quarter ended December 31, 2018  $.02  $.02 
           
 2017         
 First quarter ended March 31, 2017  $.30  $.03 
 Second quarter ended June 30, 2017  $.03  $.03 
 Third quarter ended September 30, 2017  $.01  $.01 
 Fourth quarter ended December 31, 2017  $.02  $.02 

  High  Low 
2019      
First quarter ended March 29, 2019 $.0247  $.0247 
Second quarter ended June 30, 2019 $.05  $.05 
Third quarter ended September 30, 2019 $.025  $.025 
Fourth quarter ended December 31, 2019 $.026  $.026 
         
2020        
First quarter ended March 31, 2020 $.25  $.25 
Second quarter ended June 30, 2020 $.06  $.06 
Third quarter ended September 30, 2020 $.02  $.02 
Fourth quarter ended December 31, 2020 $.015  $.015 

As of March 31, 2020, our transfer agent, Olde Monmouth, Inc. confirmed there were 26 holders of record owners of our common stock.

Dividends and Dividend Policy

The Company hasWe have never paid dividends on itsour Common Stock and itsour present policy is to retain anticipated future earnings for use in itsour 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, the Company sold 2,323,260 units of its securities at $0.25 per unit (the "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") to accredited investors.

In 2014, the Company also issued 85,000 shares of its 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.

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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, 20152014 and 20142013 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. ThisOur discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as the Company'sour 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. The Company usesWe use 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 MOJOMojo Data Solutions, Inc., a Puerto Rico corporation.

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Company Overview

Since the consummation of the Asset Purchase Agreement on January 31, 2014 (see Note 2 of the Company's hasconsolidated financial statements for details of the transaction), we have been refocusing itsthe Company’s business plan and strategy to develop and monetize the intellectual property assets itwe purchased from MDS. Preceding the transaction, the Company served as a holding company for its predecessor'sour 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.

10

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.

Consolidated Results of Operations

Year ended December 31, 20182020 compared to the year ended December 31, 20172019

During the year ended December 31, 2018,2020, the Company generated revenues of $0.

$0 from a non-related party. During the year ended December 31, 2018,2019 the Company generated revenues of $0, from a related party.

During the year ended December 31, 2020, the Company had general and administrative expenses of $0$98,369 compared to $0$684,101 during the year ended December 31, 2017.2019. The majority of expenses for the year ended December 31, 20182020 were for professional fees related to the regulatory filingsfilings.

During the year ended December 31, 2020 and 2019, the Company had interest expense of $0.0 and $0.0, respectively.

The foregoing resulted in connection withnet loss of $98,369 during the consummationyear ended December 31, 2020 compared to a net loss of $688,517 during the Asset Purchase Agreement.year ended December 31, 2019. The Company attributes the decrease in net loss to decreased professional fees.

Liquidity and Capital Resources

The Company’s working capital as of December 31, 20182020 and 20172019 is summarized as follows:

 December 31, 2018 December 31, 2017  December 31, 2020 December 31, 2019 
          
Current Assets $247,271  $21,474  $0  $34,339 
Current Liabilities $522,033  $508,699  $(98,369) $(684,101)
Working Capital (Deficiency) $(274,762) $(487,226) $(98,369) $(649,762)

8

The Company’s cash flow for the years ended December 31, 20182020 and 20172019 is summarized as follows:

 December 31, 2018 December 31, 2017  December 31, 2020 December 31, 2019 
          
Cash (used in) operating activities $  $(68) $(254,468) $(445,169)
Cash provided by (used in) investing activities $  $  $179,766  $(11,525)
Cash provided by financing activities $  $  $39,140  $493,129 
Net increase (decrease) in cash and cash equivalents $  $(68) $(37,174) $36,435 

As of December 31, 2020, we had a working capital deficiency of $96,533 compared to a working capital deficiency of $649,762 as of December 31, 2019, an improvement of $553,229. The change is primarily attributable to the effects of the MDS Asset Purchase Agreement resulting in a decrease in debt.

11

The Company anticipatesWe anticipate that itsour cash on hand and the revenue that it anticipateswe anticipate generating going forward from itsour operations will not be sufficient to satisfy all of itsour cash requirements for the next twelve month period. The Company requiresWe require funds to enable itus to address itsour minimum current and ongoing expenses as presently, the Company iswe are not generating revenue to meet itsour operating and capital expenses. The CompanyWe currently doesdo not hashave committed sources of additional financing and may not be able to obtain additional financing. To acquire additional financing, the Company planswe plan to raise any such additional capital primarily through equity and debt financing, provided that such funding is available to it.us. The issuance of additional equity securities by the Companyus may result in a significant dilution in the equity interests of itsour current stockholders. There is no assurance that the Companywe will be able to obtain further funds required for itsour continued operations or that additional financing will be available to itus when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company iswe are not able to obtain additional financing as required on a timely basis, itwe will not be able to meet certain obligations as they become due and itwe will be forced to scale down or perhaps even cease itsour operations.

Off Balance Sheet Arrangements:

The Company doesWe do not hashave 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

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

9
 12

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

The CompanyWe carried out an evaluation, under the supervision and with the participation of itsour Chief Executive Officer ("CEO"(“CEO”), who is also itsour Principal Financial Officer ("PFO"(“PFO”), of the design and effectiveness of the Company’s "disclosureour “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, theour 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 theour 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:

(i)inadequate segregation of duties and effective risk assessment as the Company had only one officer;
(ii)insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and
(iii)inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and
(iv)no written whistleblower policy.

(i) inadequate segregation of duties and effective risk assessment as the Company had only one officer; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Once sufficient funds are available, theour CEO/PFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including:

(i)appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management;
(ii)adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and
(iii)implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

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

TheOur 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, 20142020 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 the Company’sour internal control over financial reporting that adversely affected itsour internal controls.

10

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:

(a)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;
(b)inadequate segregation of duties consistent with control objectives;
(c)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
(d)ineffective controls over period end financial disclosure and reporting processes.

(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'sCompany’s CEO/PFO in connection with his review of the Company’sour financial statements as at the end of reporting period.December 31, 2020.

13

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

The CompanyWe will continue to monitor and evaluate the effectiveness of itsour internal controls and procedures and itsour 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 the Company’sour internal controls over financial reporting that occurred during the current reporting periodquarter ended December 31, 2020 that have materially affected or are reasonably likely to materially affect, the Company’sour 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

11
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PART III

Item 10. Directors, Executive Officers and Corporate Goverence

TheOur 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. TheOur Board of Directors appoints theour executive officers, and theour executive officers serve at the pleasure of the Company’sour Board of Directors.

The

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

NameAgeTitleDirector Since:
Joseph Spiteri6068

Chief Executive Officer, President,

Secretary & Treasurer, Chairman

of the Board of Directors (Principal Executive Officer)

August 23, 20134, 2020

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 theour 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.Company.

Legal Proceedings

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

·The subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
·Convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·Subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
·Found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.
·Subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

12

·subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

None of the Company’sour directors or officers or, to itsour 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.

15

Corporate Governance

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

The CompanyWe 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 the Company’sour development, a specific nominating policy would be premature until theour business operations develop to a more advanced level. The CompanyWe currently do not have any specific or minimum criteria for the election of nominees to the Board of Directors and it doeswe do 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 theour Board of Directors may do so by directing a written request addressed to theour director at the address on the cover of this report.

Code of Ethics

The Company hasWe have not yet adopted a code of ethics within the definition of Item 406 of Regulation S-K.

Currently, the Company haswe have a single named executive officer 3 employees, as well as a few part-time employees and additional consultants.0 employees. As the Company’sour business continues to grow, and the Companywe become more experienced as a fully-reporting public company, itsour Board of Directors plans to implement a code of ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company isWe are currently not subject to Section 16(a) of the Exchange Act as the Companywe 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”, the Companycompany,” we 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, the Company iswe are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.

13

Executive Compensation

The following table sets forth information concerning the compensation of our principal executive officer for the current reporting period is as follows:years ended December 31, 2020 and 2019.

Summary Compensation Table

     Salary  All Other Compensation  Total 
Name and Principal Position Year  ($)  ($)  ($) 
Joseph Spiteri  2020   0                 -              - 
President, Chief Executive Officer and Director(2)  2019    0   -   - 

Name and Principal Position Year Salary
($)
 All Other Compensation
($)
 Total($)
Daniel Sobolewski 2014   
President, Chief Executive Officer and Director    

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 year nor was any compensation accrued.

16

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 dates specified below, the Company issued the following shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and 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,the dates specified below, 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)

·3,000,000shares of Common Stock14
·8,000,000 shares of Series A Preferred Stock which shares automatically converted into a like number of Common Stock on January 1, 2016. 
·15,000,000 shares of Series B Preferred Stock which are to be released upon the Company’s achievement of certain financial milestones as set forth in the Stock Purchase Agreement between the Company and Mr. Spiteri. The first milestone pursuant to which 7,500,000 of such shares were to be released passed without reaching the milestone and those shares are deemed to be cancelled and no longer issued and outstanding.

Stockholder (1) Securities (2)  Notes (3)
  Common Stock  Series A Preferred  Series B Preferred   
Joseph Spiteri  0   47,500,000   0  Book Entry
               
WR Valentine, LLC  0   8,750,000   0  Book Entry
               
FUNJ Holdings, LLC  0   8,750,000   0  Book Entry
               
Bull Blockchain Law, LLP  0   5,000,000   0  Book Entry
               
               
TOTAL  0   70,000,000   0   

Nicholas P. DeVito (Former Chief Operating Officer)

·1,500,000 shares of Common Stock.

Ralph M. Amato (Former Director)

·5,750,000 shares of Series B Preferred Stock, as set forth in the Stock Purchase Agreement between the Company and RDA Equities, LLC, an entity of which Mr. Amato has voting and dispositive control. The issuance of these shares was dependent upon satisfaction of certain conditions which were not satisfied and, accordingly, the shares are deemed cancelled and no longer issued or outstanding.

Other than the foregoing, the Companywe have not awarded any shares of stock, options or other equity securities to itsour directors or executive officers since itsour inception. The CompanyWe have not adopted any equity incentive plan. TheOur directors and executive officers may receive stock options at the discretion of itsour 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.

The CompanyWe have no formal plan for compensating itsour 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 theour Board of Directors.

The Our 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.

17

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, 2016,2020, certain information known to the Companyus with respect to the beneficial ownership of itsour common stock, Series A Preferred Stock and Series B Preferred Stock by:by (i) each of our directors, (ii) each of our named executive officers and current executive officers, (iii) all of our directors and current executive officers as a group, and (iv) each shareholder known by us to be the beneficial owner of more than five percent (5%) of such class of securities. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Name of Beneficial

Owner (1)

 Amount  

Percent

(2)

 
Joseph Spiteri
-CEO, Pres. & Chairman
 47,500,000   67.5%

Notes

(1)(i)each of its directors,
(ii)each of the named executive officers and current executive officers,
(iii)all of the directors and current executive officers as a group, and
(iv)each shareholder known by us to be the beneficial owner of more than five percent (5%) of such class of securities. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Common Stock

Name of Beneficial Owner (1) Amount  Percent (2)
Joseph Spiteri 13,200,000 (3)  52%
- CEO, Pres. & Chairman   (4)  
      
Ralph M. Amato 6,610,070  28%
      
Ralph M. Amato 5,803,260 (5) %
- Former Director     
      
All officers and directors as a group (1 person) 13,200,000  52%

Notes

(1)Unless otherwise noted, the address for each beneficial holder is c/o MOJO Data Solutions,Mojo Digital Assets, Inc., 39 Dorado Beach East,Reef, E21 Calle Las Palmas, Dorado, Puerto Rico 00646.
(2)(2)Based on 16,745,800284,633,271 shares of common stock issued and outstanding as of March 31, 2016.2020. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, would be counted as outstanding for computing the percentage of the person holding such options, warrants or convertible securities but not counted as outstanding for computing the percentage of any other person.
(3)Includes 8,000,000 shares of Common Stock issued upon the automatic conversion of the Series A Preferred Stock  on January 1, 2016 and 1,600,000 shares that are issuable upon the conversion of an $80,000 outstanding convertible note.
(4)

Excludes 7,500,000 shares of common stock issuable upon the conversion of the Series B Preferred Stock.

(5)Held indirectly through RDA Equities, LLC (5,803,260 shares) and Prospect Financial, LLC (1,210,070 shares) in which Mr. Amato has voting and dispositive control.

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 18

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 Current reporting period,ended December 31, 2020, 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:

(i)Any director or executive officer of our company
(ii)Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
(iii)Any of our promoters and control persons; and
(iv)Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

(i) Any director or executive officer of our company

(ii) Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

(iii) Any of our promoters and control persons; and

(iv) Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

As at the end of current reporting period,December 31, 2020, there were 0 warrants outstanding to purchase 2,323,260 shares of our common stock at $0.50 per share.stock.

Item 14. Principal Accounting Fees and Services

TheOur Board of Directors has selected Malone Bailey, LLP ("Malone Bailey"BFBorgers CPA PC(“BFBorgers”) as the independent registered public accounting firm to audit theour books and accounts for the current fiscal year. Malone Baileyyears ending December 31, 2021 and 2020. BFBorgers has served as our independent accountant since 2013.2022 as of the year of this filing. The aggregate fees billed, or expected to be billed, for the last two fiscal years ended December 31, 2021 and 2020, for professional services rendered by Malone BaileyBFBorgers were $ 0.as follows:

  2020  2019 
Audit fees $0  $0 
Audit-related fees $0-     
Tax fees        
All other fees  -     

"Audit fees"

In the above table, “audit fees” are fees billed for services provided related to the audit of the Company’sour annual financial statements, quarterly reviews of theour 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.

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

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PART IV

Item 15. Exhibits, Financial Statement Schedules

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

1. Financial statements listed in the Index to Financial Statements, filed as part of this Annual Report beginning on page F-1; and

2. Exhibits listed in the Exhibit Index filed as part of this Annual Report.

1.Financial statements listed in the Index to Financial Statements, filed as part of this Annual Report beginning on page F-1; and16

2.Exhibits listed in the Exhibit Index filed as part of this Annual Report.

MOJO DIGITAL ASSETS INC.

FINANCIAL REPORT

At December 31, 2020, and

For the Year Ended December 31, 2020

 20

 

MOJO DATA SOLUTIONSDIGITAL ASSETS INC.

Financial Statements

For The Years EndedINDEX

December 31, 2018 and 2017

Table of Contents

PAGE
DISCLAIMER REPORTF-2
  
Page(s)REPORT OF INDEPENDENTF-3
BALANCE SHEETSF-3
STATEMENTS OF OPERATIONSF-4
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)F-5
STATEMENTS OF CASH FLOWSF-6
NOTES TO FINANCIAL STATEMENTSF-8 - F-13

F-1

DISCLAIMER REPORT

To Management and Board of Directors

Mojo Digital Assets Inc.

The accompanying financial statements of Mojo Digital Assets Inc. as of December 31, 2020, and for the year ended December 31, 2020, were not subjected to an audit, review, or compilation engagement by us and, we do not express an opinion, a conclusion, nor provide any assurance on them.

/s/ Keith K Zhen CPA
Keith K Zhen CPA
Brooklyn, New York
July 13, 2021

F-2

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Mojo Digital Assets Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mojo Digital Assets Inc. as of December 31, 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (5041)

We have served as the Company’s auditor since 2022

Lakewood, CO

May 31, 2022

F-3

MOJO DIGITAL ASSETS INC.

BALANCE SHEETS

December 31,
2020
ASSETS
Current Assets:
Cash and cash equivalents$-
Total Current Assets-
Total Assets$-
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accrued expenses$-
Total Current Liabilities-
Total Liabilities-
Commitments and Contingencies (Note 7)-
Shareholders’ Equity:
Series A Preferred stock, par value $0.001, 100,000,000 shares authorized; 70,000,000 shares issued and outstanding70,000
Series B Preferred stock, par value $0.001, 100,000,000 shares authorized; 30,000,000 shares issued and outstanding30,000
Preferred stock, value   
Consolidated Balance Sheets as of December 31, 2018Common stock, par value $0.001, 300,000,000 shares authorized; 284,633,271 shares issued and 2017outstandingF-2284,633
Additional paid-in capital98,369
Consolidated Statements of Operations For the Years Ended December 31, 2018 and 2017Retained Earnings (Accumulated deficit)F-3(483,002)
Total Shareholders’ Equity (Deficit)-
Consolidated Statement of Changes in Stockholders’ Deficit For the Year Ended January 1, 2018 through December 31, 2018Total Liabilities and Shareholders’ Equity (Deficit)$-

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

F-4
Consolidated Statements of Cash Flows For the Years Ended December 31, 2018 and 2017F-5
Notes to Consolidated Financial StatementsF-6

 

MOJO DIGITAL ASSETS INC.

STATEMENTS OF OPERATIONS

  For the Year Ended 
  December 31, 
  2020 
    
Revenue    
Sales $- 
Cost of Goods Sold  - 
Gross Profit  - 
     
Operating Expenses    
Payroll  65,000 
Professional fees  23,191 
Transfer Agent fees  6,505 
Office expenses  3,673 
Total Operating Expenses  98,369 
     
Loss from Operations  (98,369)
     
Lose before Provision for Income Tax  (98,369)
     
Provision for Income Tax  - 
     
Net Loss $(98,369)
     
Other comprehensive income (loss)  - 
Total comprehensive income (loss) $(98,369)
     
Basic and Fully Diluted Loss per Share $(0.00)
     
Weighted average shares outstanding  284,633,271 

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

F-1F-5
 

MOJO DIGITAL ASSETS INC.

Mojo Data Solutions, Inc.STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

Consolidated Balance Sheets

                       Retained  Total 
  Series A Preferred Stock  Series B Preferred Stock  Common Stock  Additional  Earnings  Shareholders’ 
  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  Paid-in  (Accumulated  Equity 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit)  (Deficit) 
Balances at
January 1, 2020
  70,000,000  $70,000   30,000,000  $30,000  $284,633,271  $284,633  $-  $(384,633) $- 
                                     
Capital contribution  -   -   -   -   -   -   98,369   -   98,369 
                                     
Net income (loss)  -   -   -   -   -   -   -   (98,369)  (98,369)
                                     
Balances at
December 31, 2020
  70,000,000  $70,000   30,000,000  $30,000  $284,633,271  $284,633  $98,369  $(483,002) $- 

December 31,

 Notes2018  2017 
       
Assets        
         
Assets:        
Cash4$225,591  $591 
Accounts receivable5 15,941   15,477 
Inventory6 3,049   2,961 
Prepaid expenses7 2,689   2,445 
Total current assets  247,271   21,474 
         
Property and equipment, net8 10,887   10,887 
Intangible assets  4,615   4,615 
Other assets, net  1,500   1,500 
         
Total Assets $264,274  $38,476 
         
Liabilities and Stockholders’ Deficit        
         
Liabilities:        
Cash overdraft $4,137  $4,137 
Accounts payable and accrued expenses9 457,806   444,472 
Tax payable  2,391   2,391 
Convertible note payable - net of discount10 57,699   57,699 
Total current liabilities  522,033   508,699 
         
Notes payable11 179,539   179,539 
Total Liabilities  701,572   688,238 
         
Commitments and contingencies        
         
Stockholders’ Deficit        
Series A Preferred stock, $0.001 par value; 100,000,000 shares authorized;  8,000   8,000 
Series B Preferred stock, $0.001 par value; 100,000,000 shares authorized;  240,000   15,000 
Common stock, $0.001 par value; 300,000,000 shares authorized; 15,755,060 shares issued and outstanding15 15,755   15,755 
Additional paid in capital  75,014   75,014 
Accumulated deficit  (776,068)  (763,531)
Total Stockholders’ Deficit  (437,299)  (649,762)
         
Total Liabilities and Stockholders’ Deficit $264,273  $38,476 

SeeThe accompanying notes to the consolidatedare an integral part of these financial statementsstatements.

F-6
 

MOJO DIGITAL ASSETS INC.

STATEMENTS OF CASH FLOWS

  For the Year Ended 
  December 31, 
  2020 
    
Cash Flows from Operating Activities    
     
Net loss $(98,369)
Adjustments to reconcile net loss    
Changes in operating assets and liabilities    
Increase/(Decrease) in accrued expenses  - 
Net cash used by operating activities  (98,369)
     
Cash Flows from Investing Activities    
     
Net cash provided (used) by investing activities  - 
     
Cash Flows from Financing Activities    
     
Proceeds from capital contribution  98,369 
Net cash provided (used) by financing activities  98,369 
     
Increase (decrease) in cash  - 
Cash at beginning of period  - 
Cash at end of period $- 
     
Supplemental Disclosures of Cash Flow Information:    
Cash paid during the year for:    
Interest $- 
Income tax $- 

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

F-2F-7
 

Mojo Data Solutions, IncMOJO DIGITAL ASSETS INC.

Consolidated Statements of Operations

For The Year Ended December 31,NOTES TO FINANCIAL STATEMENTS

 Notes2018  2017 
       
Revenues12$  $9,000 
Cost of sales13 (4,321)  (43,634)
Gross Profit  (4,321)  (34,634)
         
Operating expenses        
General and administrative expenses13 7,537   3,469 
         
Loss from operations  (11,858)  (38,103)
         
Other income (expense)        
Interest expense  (679)   
Total other income (expense)  (679)   
         
Net loss before provision for income taxes  (12,537)  (38,103)
         
Provision for income tax      
         
Net Profit/(Loss) $(12,537) $(38,103)
         
Net loss per common share - basic and diluted $(0.0008) $(0.00242)
         
Weighted average common shares outstanding -basic and diluted  15,755,060   15,755,060 

See accompanying notes to the consolidated financial statements

F-3

Mojo Data Solutions, Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

For The Years Ended December 31, 2018 and 2017

  Series A
Preferred Stock
  Series B
Preferred Stock
  Common Stock     Accumulated    
  Shares  Par  Shares  Par  Shares  Par  APIC  Deficit  Total 
Balance at January 1, 2017 (Unaudited)  8,000,000  $8,000   15,000,000  $15,000   15,755,060  $15,755  $75,014  $(763,531) $(649,762)
                                     
Net loss                                  
                                     
Balance at December 31, 2017 (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                     
                                     
Net loss                              (12,537)  (12,537)
                                     
Balance at December 31, 2018 (Unaudited)  8,000,000  $8,000   240,000,000  $240,000   15,755,060  $15,755  $75,014  $(776,068) $(437,299)

See accompanying notes to the consolidated financial statements

F-4

Mojo Data Solutions, Inc.

Consolidated Statements of Cash Flows

For The Years Ended December 31,

  2018  2017 
       
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(12,537) $ 
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization      
Changes in operating assets and liabilities:        
Accounts receivable  (464)   
Inventory  (89)    
Prepaid expenses  (244)   
Other assets      
Accounts payable and accrued expenses  13,334    
Net Cash Used In Operating Activities      
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Cash received from sale of assets      
Cash paid for property and equipment      
Cash received from reverse merger      
Net Cash Provided By (Used In) Investing Activities      
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from sale of preferred stock  225,000    
Proceeds from convertible notes payable      
Net proceeds from (repayments to) related parties      
Net Cash Provided By Financing Activities      
         
Net Increase (Decrease) in Cash      
         
Cash - Beginning of Period  591  (3,546)
         
Cash - End of Period $225,591  $(3,546)
         
SUPPLEMENTARY CASH FLOW INFORMATION:        
Cash Paid During the Period for:        
Income taxes $  $ 
Interest $  $ 
         

See accompanying notes to the consolidated financial statements

F-5

MOJO DATA SOLUTIONS, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2018

1.Note 1-LEGAL STATUSORGANIZATION AND OPERATIONSBUSINESS BACKGROUND

Mojo Data Solutions,Digital Assets 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”)., which was changed to TWL Water Technologies, Incorporated on December 30, 2019, and to Mojo Digital Assets Inc. on November 24, 2020.

The company is primarilyCompany had been engaged in the developmentvarious business since it’s incorporation. The Company was not successful and discontinued the majority of smartphone applications which enables consumersits operation by December 31, 2019. Beginning from January 2020, the Company plans on providing business services and financing to interact with traditional media delivering digital content back toemerging growth entities.  

On August 3, 2020, our CEO, Mr. Joseph Spiteri obtained the handset.

The head officecontrol of the Company is situated 39 Dorado Beach East, Dorado, Puerto Rico, 00646.via the Stock Purchase Agreement (the “SPA”) entered with the prior officers and directors. Mr. Spiteri purchase all the 70,000,000 shares of Series A preferred stock and was appointed as the sole director.  

2.Note 2-BASIS OF PREPARATIONCONTROL BY PRINCIPAL OWNERS

StatementThe directors and executive officers own, directly or indirectly, beneficially and in the aggregate, the majority of compliancethe voting power of the outstanding capital of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.

Note 3-GOING CONCERN

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 assumptionassuming that the Company will continue as a going concern. The Company historically has experienced significantincurred net losses and negative cash flows from operations. Further,of $98,369 for the year ended December 31, 2020. In addition, the Company does not have a revolving credit facility with any financial institution.had stockholders’ deficit of $Nil as of December 31, 2020. These factors raise substantial doubt about theCompany’sability to continue as a going concern.

The ability Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and the Company’s efforts to raise capital. Management also believes the Company needs to continue as a going concern is dependent on raisingraise additional capital negotiating adequatefor working purposes. There is no assurance that such financing arrangements and on achieving sufficiently profitable operations.will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classificationclassifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4-SIGNIFICANT ACCOUNTING POLICIES

CriticalBasis of Presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting estimates and judgementsprinciples in the United States of America (“US GAAP”).

F-8

MOJO DIGITAL ASSETS INC.

NOTES TO FINANCIAL STATEMENTS

Note 4-SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with the approved accounting standards requireUS GAAP requires 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 resultsdisclosure of which form the basis of making the judgments about carrying values ofcontingent 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.

F-6

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)

3SUMMARY 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 basisdate 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 basesreported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may not be insured or exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments that are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Valuation of Long-Lived assets

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Revenue Recognition

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, which requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognisedcontract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that taxable profitsa significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

Related Parties

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

F-9

MOJO DIGITAL ASSETS INC.

NOTES TO FINANCIAL STATEMENTS

Note 4-SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, Plant, and Equipment

Property, plant, and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets without residual value. The percentages or depreciable life applied are:

SCHEDULE OF ESTIMATED USEFUL LIFE OF ASSETS

Office equipment and furniture5 years

Fair Value of Measurements

The Company adopted FASB ASC 820 “Fair Value Measurements,” which defines fair value as the exchange price that would be available against whichreceived for an asset or paid to transfer a liability (an exit price) in the deductible temporary differencesprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and unused taxminimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.
Level 3:Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments.

F-10

MOJO DIGITAL ASSETS INC.

NOTES TO FINANCIAL STATEMENTS

Note 4-SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising Costs

The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with the FASB ASC 720-35, “Advertising Costs.” The advertising costs were immaterial for the year ended December 31, 2020.

Research and Development Costs

Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred in accordance with the FASB ASC 730, “Research and Development.” Research and development costs were immaterial for the year ended December 31, 2020.

Comprehensive Income

FASB ASC 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of changes in owners’ equity consists of changes in unrealized gains and losses can be utilized. Deferredon foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Segment Reporting

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

Earnings (Loss) Per Share

The Company reports earnings per share in accordance with FASB ASC 260, “Earnings Per Share,” which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is calculated atcomputed by dividing income (loss) available to common shareholders by the ratesweighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no potentially dilutive securities outstanding (options and warrants) for the period ended December 31, 2020.

F-11

MOJO DIGITAL ASSETS INC.

NOTES TO FINANCIAL STATEMENTS

Note 4-SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company accounts for income tax in accordance with FASB ASC 740-10-25, which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the period when theyears in which those temporary differences are expected to be reversed.

Traderecovered or settled. The effect on deferred tax assets and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair valueliabilities of the consideration to be paida change in future for goods and services received, whether or not billed to the Company.

Provisions

A provisiontax rates is recognized in income in the financial statementsperiod that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has a legal or constructive obligationaccumulated deficit in its operation. Because there is no certainty that we will realize taxable income in the future, we did not record any deferred tax benefit 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.these losses.

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 determinedadopted FASB ASC 740-10-30, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The FASB guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be uncollectibletaken in a tax return. The FASB guidance also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with the FASB guidance, the Company performed a self-assessment and concluded that there were no significant uncertain tax positions requiring recognition in its overall allowance for doubtful accounts. After all attemptsfinancial statements.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to collecthave a receivable have failed, the receivable is written off against the allowance. Basedsignificant impact on the information available,Company’s results of operations, financial position, or cash flow.

Subsequent Events

The Company evaluated subsequent events through the Company believes its allowance for doubtful accounts asdate of period ended is adequate.issuance of these financial statements. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our financial statements.

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.

F-12
 F-7

Financial liabilitiesMOJO DIGITAL ASSETS INC.

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.NOTES TO FINANCIAL STATEMENTS

Note 5-(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.

CAPITAL STOCK

(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 equipmentAuthorized Capital

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.

CategoryDepreciation terms
Computer and equipment5 years
Furniture and fixtures7 years
Software3 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.

F-8

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 onOn the date of incorporation on September 21, 2013, the transaction. Monetary assetsCompany is authorized to issue 300,000,000 shares of common stock, par value $0.001 per share, and liabilities denominated100,000,000 shares of Series A preferred stock, par value $0.001 per share. Each share of Series A preferred stock shall be entitled to ten shares of common stock in foreign currencies are translated into functional currency usingvote, and be entitled to participating dividends. On October 3, 2013, the exchange rate prevailing at the statementCompany amended its Certificate of financial position date. Foreign exchange gainsIncorporation to be authorized to issue 100,000,000 shares of Series B preferred stock, par value $0.001 per share. Each share of Series B preferred stock shall be entitled to one share of common stock in vote, and losses resulting from the settlementbe entitled to participating dividends.

Capital Issued and Outstanding

As of such transactionsDecember 31, 2020, 70,000,000 shares of Series A preferred stock, 30,000,000 shares of Series B preferred stock, and from the translation at year-end exchange rates are recognized284,633,271 shares of common stock were issued and outstanding. There were no issuance of preferred stock and common stock in the profit and loss account.year ended December 31, 2020.

ContingenciesCapital Contribution

The assessmentCompany’s former officers make capital contribution to finance the Company’s operation due to lack of cash resources. The capital contribution amounted to $98,369 in 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).year ended December 31, 2020.

Cash

This represent cash in hand and cash deposited in bank accounts (current) by the Company.

Note 6-Amount in $
RBC (CDN)225,000
Oriental bank
First Bank591
RBC (USD)
225,591OFFICE RENTAL EXPENSE

Accounts Receivables

Opening balance15,477
Net movement during the period464
15,941

F-9

Inventory

Opening balance2,961
Net movement during the period89
3,049

Prepaid expenses

Opening balance2,445
Net movement in liabilities during the period244
Closing balance2,689

Property, plant and equipment

Furniture and equipment13,607
Less: accumulated depreciation(2,720)
Closing balance10,887

Accounts payable and accrued expenses

Opening balance444,472
Net movement in liabilities during the period13,334
Closing balance457,806

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 December 31, 2017, there was $57,699 outstanding on this note.

Notes payable80,000
Less: unamortized discount(22,301)
Closing balance57,699

Loans payable

Amount in $
Opening balance179,539
Net movement in liabilities during the period
Closing balance179,539

F-10

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’s officers provide office space to the Company mayfor free. However, the Company has not reached a formal lease agreement with any officer as of the date of this filing. The office rental expenses were $0 for the year ended December 31, 2020.

Note 7-COMMITMENTS AND CONTINGENCIES

The Company adopted ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be involved in litigation relating to claims arising out of operationsreasonably estimated.

Contingent Liability from Prior Operation

The Company had been engaged in the normal coursevarious business since it’s incorporation on September 21, 2013. The Company was not successful and discontinued the majority of business. As at the end of current reporting period, there were no pending or threatened lawsuitsits operation by December 31, 2019. Management believes 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 orvalid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has a material interest adversecommitted to contest such claim 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 volatilityfullest extent of the prior companies. The risk-free interest rate is based onlaw. No amount has been accrued in 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.financial statements for this contingent liability.

Preference Stock

The Company issued 25,000,000 class - B preference shares during the period on which lien is marked for cars and yacht.

F-13F-11
 

Item 6. Exhibits.

Item 16. Exhibits.

Exhibit No.101.INSDescription

Inline XBRL Instance Document*

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

31.1101.CALCertification of Director and Chief Executive Officer

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

31.2101.LABCertification of Chief Financial Officer

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

32.1104Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of

Cover Page Interactive Data File (embedded within the Sarbanes-Oxley Act of 2002

32.2Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Inline XBRL document)

* Filed herewith.

** Furnished herewith.

17
 

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.

Mojo Data Solutions, Inc.
Date: January 16, 2019September 17, 2022By:/s/ Daniel SobolewskiJoseph Spiteri
Name:Daniel SobolewskiJoseph Spiteri
Title:Interim Chief Executive Officer

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