As filed with the Securities and Exchange Commission on April 24, 2015
Registration No. 333-198772
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S1/A4
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
Gogo Baby, Inc.
(Name of Small Business Issuer in its Charter)
Delaware 3944 90-0998139
(State or other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Gogo Baby, Inc.
5745 Kearny Villa Rd. #102
San Diego, CA 92123
(858) 492 1288 Fax: (619) 421-2653
(Address of Principal Place of Business or
Intended Principal Place of Business)
Malcolm Hargrave
Gogo Baby, Inc.
5745 Kearny Villa Road #102
San Diego, CA 92123
(858) 492 1288 Fax: (619) 421-2653
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
Karen A. Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Telephone 619 475 7882
Fax 866 352 4342
Approximate date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement is effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
Accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock 1,000,000 NA $1,000 $0.13 (1)
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(1) Calculated pursuant to Rule 457(a).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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GOGO BABY, INC.
1,000,000 SHARES of COMMON STOCK
All of the shares of GoGo Baby, Inc. ("the Company") offered hereby are being
offered by DTH International Corporation. DTH International Corporation, the
selling shareholder, owns 1,500,000 shares of the common stock of GoGo Baby,
Inc., a Delaware Corporation. DTH International Corporation will distribute to
its shareholders approximately 1,000,000 shares of its GoGo Baby common stock
(see "Distribution"). The distribution will be made to holders of record of DTH
International Corporation common stock as of the close of business on December
31, 2013, on the basis of one share of GoGo Baby's common stock for each one
share of DTH International Corporation common stock held. The 1,000,000 shares
of the common stock distributed to DTH International Corporation shareholders
will represent approximately 2.7% of all the issued and outstanding shares of
the common stock of the Company. DTH International Corporation acquired
1,500,000 shares of the common stock of GoGo Baby on November 14, 2013, for
$1,000. After the distribution, a shareholder of GoGo Baby will control
approximately 95% of the outstanding common stock.
Neither GoGo Baby nor DTH International Corporation will receive any proceeds
since no consideration will be paid to DTH International Corporation or GoGo
Baby in connection with the distribution of these shares.
Affiliates of the Company (as that term is defined in the Securities Act of 1933
as amended) receiving our common stock through the Distribution will be subject
to the resale requirements applicable to "control persons" under Rule 144.
Affiliates will be receiving unrestricted stock in the distribution so will not
be subject to any holding period requirements. However, unless such shares are
again registered under another effective registration statement or an exemption
from registration applies, re-sales of the stock by an affiliate must comply
with the other requirements of Rule 144 including volume limitations, current
Company information, manner of sale, and filing requirements.
Shares being distributed are limited to those shareholders of DTH International
Corporation, residing in California and to non-United States residents.
GoGo Baby is not selling any shares of its common stock in this distribution and
therefore will not receive any proceeds. The Company's common stock is presently
not traded on any market or securities exchange. Although the Company intends to
apply for trading of its common stock on the OTC Bulletin Board, public trading
of its common stock may never materialize.
These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the Commission passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.
This Offering will terminate 180 days after this prospectus is declared
effective by the SEC unless extended by our Board of Directors for an additional
90 days.
GoGo Baby, Inc. does not consider itself a blank check company and does not have
any intention to engage in a reverse merger with any entity.
GoGo Baby, Inc. is an emerging growth company.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS
SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT (SEE "RISK
FACTORS" ON PAGE 4).
For purposes of qualifying pursuant to a Registration Statement filed on Form
S-1, the Company has placed an aggregate value on the 1,000,000 Shares of $1,000
or $0.001 per share (see "Determination of Offering Price").
DTH International Corporation is considered an underwriter.
The date of this Prospectus is _________, 2015
GoGo Baby is not currently subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, but will be subject to such requirements after
the distribution. It is the intention of GoGo Baby to send to each of its
shareholders an Annual Report containing certified financial statements
following the end of each fiscal year.
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TABLE OF CONTENTS
PROSPECTUS SUMMARY ......................................................... 3
OUR COMPANY ................................................................ 3
THE OFFERING ............................................................... 3
SUMMARY FINANCIAL STATUS ................................................... 3
RISK FACTORS ............................................................... 4
THE DISTRIBUTION ........................................................... 11
MANAGEMENT'S DISCUSSION AND ANALYSIS ....................................... 12
BUSINESS ................................................................... 16
MANAGEMENT ................................................................. 19
PRINCIPAL SHAREHOLDERS ..................................................... 20
CERTAIN TRANSACTIONS ....................................................... 21
DESCRIPTION OF SECURITIES .................................................. 21
PENNY STOCK RULES .......................................................... 22
LEGAL MATTERS .............................................................. 23
EXPERTS .................................................................... 23
FINANCIAL STATEMENTS ....................................................... F-1
2
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PROSPECTUS SUMMARY
This entire Prospectus and our consolidated financial statements and related
notes should be read carefully. There is more detailed information in other
places of the Prospectus. Unless the context requires otherwise, 'we,' 'us,'
'our,' and similar terms refer to GoGo Baby, Inc.
OUR COMPANY
GoGo Baby, Inc. was incorporated in Delaware on February 22, 2013. Our address
and telephone numbers are 5745 Kearny Villa Road, San Diego, CA, 92123; (858)
492-1288, Fax (619) 421-2653. GoGo Baby, Inc. does not consider itself a blank
check company and does not have any intention to engage in a reverse merger with
any entity in an unrelated industry.
SUMMARY OF THE OFFERING
Securities Offered (1) This prospectus covers the distribution as a dividend
of 1,000,000 shares of common stock of GoGo Baby, Inc.
by DTH International Corporation , Inc., which
constitutes approximately 3% of the common stock.
The distribution will be made to holders of record of
DTH International Corporation stock as of the close of
business on December 31, 2013, on the basis of one
share of GoGo Baby's common stock for each share of DTH
International Corporation, common stock held.
Number of Shares of:
Common Stock
Outstanding: 36,550,000 shares
Risk Factors: The shares of the common stock involve a high degree of
risk. Holders should review carefully and consider the
factors described in "Risk Factors."
SUMMARY FINANCIAL INFORMATION
The following tables set forth for the periods indicated selected financial
information for GOGO BABY, INC.
SUMMARY BALANCE SHEET DATA:
As of
December 31, 2014
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Current Assets: $ 4,345
Total Assets: $ 4,350
Total Liabilities: $ 19,851
Shareholders Equity $(15,501)
SUMMARY STATEMENT OF OPERATIONS DATA:
February 22, 2013
(inception) to
December 31, 2014
-----------------
(Audited)
Income $ 0
Net Loss $ 20,006
GoGo Baby has been in the development stage since February 22, 2013 and has been
actively involved in the development of its product. Management estimates the
Company's current cash will last about one month at the present "burn rate".
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED WITH OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NO OPERATING HISTORY OR GENERATED
ANY REVENUES. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND
COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLAN.
GoGo Baby, Inc. was incorporated February 22, 2013 and we have not realized any
revenues. We have no operating history and only one proposed product upon which
an evaluation of our future prospects can be made. Based upon current plans, we
expect to incur operating losses in future periods as we incur expenses
associated with the initial startup of our business. Further, we cannot
guarantee that we will be successful in realizing revenues or in achieving or
sustaining positive cash flow at any time in the future. Any such failure could
result in the possible closure of our business or force us to seek additional
capital through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase.
WE HAVE ONLY A PATENT PENDING AT THE PRESENT TIME. THE PATENT PENDING DOES NOT
PROVIDE THE SAME PROTECTION OF AN ISSUED PATENT.
GoGo Baby, Inc. has the rights to a patent pending not an issued patent. It is
unknown what claims that have been requested will be granted.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND/OR WE
INADVERTENTLY MAY BE INFRINGING ON THE INTELLECTUAL PROPERETY RIGHTS OF OTHERS,
WHICH COULD RESULT IN SIGNIFICANT EXPENSE AND LOSS OF INTELLECTUAL PROPERTY
RIGHTS.
If a court determines that we infringed on the rights of others, we may be
required to obtain licenses from such other parties and may be required to pay
significant sums as damages to such parties. The persons or organizations
holding the desired technology may not grant licenses to us or the terms of such
licenses may not be acceptable to us. In addition, we could be required to
expend significant resources to develop non infringing technology, or to defend
claims of infringement brought against us.
We rely on the registration of patents and trademarks, as well as on compliance
with trade secret laws and confidentiality agreements. We may need to expend
significant resources to protect and enforce our intellectual property rights.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Hargrave, our sole officer and director, currently devotes approximately 2
hours per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.
Mr. Hargrave owns and operates a computer repair facility by the name of MD
Computers. At the present time Mr. Hargrave believes that he has sufficient time
to act in his capacity for the Company. At some point is the future their may be
a conflict of interest between his two responsibilities. That conflict must be
resolved depending on the conditions at the time. The result may not be in the
best interests of Gogo Baby, Inc.
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WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We are in the early stages of implementing our business plan. Therefore, we have
not yet generated any revenues from operations. There can be no assurance that
we will generate revenues or that revenues will be sufficient to maintain our
business. As a result, you could lose all of your investment if you decide to
purchase shares in this offering and we are not successful in our proposed
business plans.
A FAILURE TO MEET CUSTOMER SPECIFICATIONS OR EXPECTATIONS COULD RESULT IN LOST
REVENUES, INCREASED EXPENSES, NEGATIVE PUBLICITY, CLAIMS FOR DAMAGES AND HARM TO
OUR REPUTATION AND CAUSE DEMAND FOR OUR PROPOSED PRODUCT TO DECLINE.
In addition, our customers may have additional expectations about our proposed
product. Any failure to meet customers' specifications or expectations could
result in:
* delayed or lost revenue;
* requirements to provide additional services to a customer at reduced
charges or no charge;
* negative publicity about us, which could adversely affect our ability
to attract or retain customers; and
* claims by customers for substantial damages against us, regardless of
our responsibility for such failure, which may not be covered by
insurance policies and which may not be limited by contractual terms.
OUR ABILITY TO SUCCESSFULLY MARKET OUR PROPOSED PRODUCT COULD BE SUBSTANTIALLY
IMPAIRED IF OUR PROPOSED PRODUCT AND ITS APPLICATIONS DO NOT PROVE TO BE
RELIABLE, EFFECTIVE AND COMPATIBLE.
We may experience difficulties that could delay or prevent the successful
development, introduction or marketing of our proposed product. If our proposed
product suffers from reliability, quality or compatibility problems, market
acceptance of our proposed product could be greatly hindered and our ability to
attract customers could be significantly reduced. We cannot assure you that our
proposed product will be free from any reliability, quality or compatibility
problems. If we incur increased costs or are unable, for technical or other
reasons, to install and manage our proposed product, our ability to successfully
market our proposed product could be substantially limited.
IF WE ARE UNABLE TO MAINTAIN EXISTING AND DEVELOP ADDITIONAL RELATIONSHIPS WITH
THIRD PARTY CONTRACTORS, THE SALES AND MARKETING OF OUR PROPOSED PRODUCT MAY BE
UNSUCCESSFUL.
Our services will rely on products and services of third-party contractors.
There can be no assurance that we will not experience operational problems. Our
proposed product and services may be provided through third-party contractors.
THE LOSS OF MR. HARGRAVE COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND
FUTURE DEVELOPMENT OF OUR PRODUCTS, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
Our performance is substantially dependent upon the professional expertise of
our President, Mr. Hargrave. We are dependent on his ability to develop and
market our proposed product. If he were unable to perform his services, this
loss could have an adverse effect on our business operations, financial
condition and operating results if we are unable to replace him with another
individual qualified to develop and market our proposed product. The loss of his
services could result in a loss of revenues, which could result in a reduction
of the value of any shares you purchase.
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GOING CONCERN OPINION FROM OUR AUDITORS.
Our Auditors have questioned wither or not the company will continue as a going
concern. The auditors question whether or not the company has sufficient capital
to continue in business or will be able in the future to raise sufficient
capital through either an equity or debt offering to continue in business.
RISKS ASSOCIATED WITH THIS DISTRIBUTION
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK."
The shares being distributed are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU RECEIVE.
We are not registered on any public stock exchange. There is presently no demand
for our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
completion of the offering and apply to have the shares quoted on the
Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filing with the SEC or applicable regulatory
authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet his filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between GoGo Baby and
anyone acting on our behalf, with any market maker regarding participation in a
future trading market for our securities. If no market is ever developed for our
common stock, it will be difficult for you to sell any shares you purchase in
this offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on a
public trading market, your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $5,000 cost, to the
Company, of this registration statement to be paid from existing cash on hand.
The remainder will be paid by DTH International Corporation. If necessary Mr.
Hargrave, our director, has verbally agreed to loan the company funds to
complete the registration process. We plan to contact a market maker immediately
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following the close of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. The Company
estimates the cost of preparing and filing the required reports for the SEC at
approximately $12,000 per year. We may also expend an unknown amount for
communications with its shareholders. If the Company should have a deficit of
cash and not be able to obtain addition financing, it might be unable to file.
If the Company were listed, this might lead to delisting. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all.
MR. HARGRAVE, THE DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 95% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE
WILL OWN 95% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE
FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Since Mr. Hargrave controls more that 50% of the voting stock, under Delaware
law he may take any action without consulting the other shareholders. His only
obligation to the minority shareholders is to inform them of his actions in a
current time frame. Mr. Hargrave may chose to sell this control shares to
another entity without the advice or consent of the other shareholders.
Due to the amount of Mr. Hargrave's share ownership in our company, if he
chooses to sell his shares in the public market, the market price of our stock
could decrease and all shareholders suffer a dilution of the value of their
stock. If he does sell any of his common stock, he will be subject to Rule 144
under the 1933 Securities Act which will restrict his ability to sell his
shares.
LOANS FROM MR. HARGRAVE, COMPANY PRESIDENT
When Mr. Hargrave makes any loans to the Company, the terms will be decided at
the time of the loans. Since Mr. Hargrave is the sole director, this will not be
an arms length transaction. As of October 31, 2014 Mr. Hargrave had made a loan
of $19,000 to the Company. The terms were all principle and accrued interest due
two years from date of the note at 4% interest. The note is due on June 30,
2016. On January 5, 2015 Mr. Hargrave loaned the Company an additional $4,000.
The terms were all principle and accrued interest due two years from date of the
note at 4% interest. The note is due on January 5, 2017. On April 20, 2015 Mr.
Hargrave loaned the Company an additional $9,000. The terms were all principle
and accrued interest due in two years from date of the note at 4% interest. The
note is due on April 20, 2017.
NEED AND ABILITY TO RAISE ADDITIONAL CAPITAL
The Company will, in the future, most likely need to raise additional capital
through loans or equity. The Company has no agreements with any professional
organization to raise additional capital. The Company must raise additional
capital from its own resources. The Company may raise additional capital in the
form of an additional loan from its president. The Company may also offer
additional equity to its new shareholders who were shareholders of DTH
International Corporation on December 31, 2013 who will receive the stock
dividend which is the subject of this registration once this registration
statement becomes effective. If the Company needs to raise additional capital
and fails to do so, the shareholders could lose all of any investment. There is
no guarantee the Company will be able to raise additional capital.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT
(JOBS), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE
REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We will remain an emerging growth company for up to five full
fiscal years, although if the market value of our common stock that is held by
non-affiliates exceeds $700 million as of any June 30 before that time, we would
cease to be an emerging growth company as of the following December 31, or if
our annual revenues exceed $1 billion, we would cease to be an emerging growth
company the following fiscal year, or if we issue more than $1 billion in
non-convertible debt in a three-year period, we would cease to be an emerging
growth company immediately.
WE WILL ELECT TO TAKE ADVANTAGE OF THE EXTENDED TRANSITION PERIOD FOR COMPLYING
WITH NEW OR REVISED ACCOUNTING STANDARDS UNDER SECTION 102(B)(1)
This election allows us to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies
until those standards apply to private companies. As a result of this election
our financial statements may not be comparable to companies that comply with
public company effective dates.
The existing scaled executive compensation disclosure requirements for smaller
reporting companies will continue to apply for so long as the Company is an
emerging growth company, regardless of whether the Company remains a smaller
reporting company.
MR. HARGRAVE, OUR SOLE DIRECTOR, WILL BE ABLE TO DETERMINE HIS OWN SALARY AND
PERQUISITES, WHICH COULD ADVERSELY AFFECT OUR INCOME.
Because your sole executive officer occupies all corporate positions, it may not
be possible to have adequate internal controls. As the sole director, Mr.
Hargrave has the sole authority to appoint our officers and determine their
compensation. Accordingly, Mr. Hargrave could determine, as our sole director
that his salary and perquisites are equal to or exceed our net income, if we
ever have income. In the event that Mr. Hargrave does determine that he is
entitled to a salary and/or perquisites, investors will have no mechanism by
which to revise his salary and perquisites since he controls a majority of the
voting securities of the Company, and will continue to do so even after the
distribution.
USE OF PROCEEDS
We will not receive any proceeds from the distribution of the common stock
registered through this prospectus.
THE DIVIDEND DISTRIBUTION BY DTH INTERNATIONAL CORPORATION
GENERAL
Approximately 4.6% of the outstanding common stock of GoGo Baby is presently
owned by DTH International Corporation DTH International Corporation is
primarily a business consulting firm. DTH International Corporation shareholders
will not be required to pay for shares of our common stock received in the
distribution or to exchange shares of DTH International Corporation in order to
receive our common stock.
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MANNER AND PLAN OF DISTRIBUTION
GoGo Baby, Inc. is filing this registration statement to register the
distribution of the 1,000,000 shares by DTH International Corporation as a
dividend to its shareholders.
Pursuant to the plan of distribution, DTH International Corporation will
distribute to its common shareholders 1,000,000 shares of the common stock of
GoGo Baby. One share of GoGo Baby for each share of DTH International
Corporation, common stock held of record as of December 31, 2013. Fractional
shares will be rounded up to the next full share. DTH International Corporation
had issued and outstanding approximately 1,000,000 shares of common stock. On
December 31, 2013, DTH International Corporation had approximately 28
shareholders of record. Shares certificates of Gogo Baby will be mailed to DTH
International Corporation Shareholders along with a copy of this prospectus.
PURPOSE OF SALE AND DISTRIBUTION
The purpose of the sale of 1,000,000 shares of stock to DTH International
Corporation was to obtain a group of shareholders who could assist the Company
is raising capital. Finding a source of possible future investors may assist the
Company in furthering its business plan. This distribution will possibly provide
liquidity to the DTH International Corporation shareholders if the Company is
successful. There can be no guarantee that the Company will be successful.
Management believes if the DTH International Corporation shareholders will take
a greater interest in the Company, the more likely they are to invest. There can
be no grantee that anyone will ever invest in the Company.
TAX CONSEQUENCES OF DTH INTERNATIONAL CORPORATION DISTRIBUTION
GoGo Baby believes the following are the material federal income tax
consequences expected to result from the distribution under currently applicable
law. It may not be applicable to stockholders who are neither citizens nor
residents of the United States. It does not discuss the state, local, and
foreign tax consequences of the distributor. Stockholders should consult their
own tax advisors regarding the consequences of the distribution in their
particular circumstances under federal, state, local, and foreign tax laws.
DTH International Corporation will recognize a gain or loss based upon the fair
market value of the common stock at the date of the Distribution. This gain or
loss is measured by the difference between DTH International Corporation's tax
basis in the common stock distributed in the distribution and the fair market
value of that stock.
As a result of DTH International Corporation, having no current or accumulated
earnings and profits allocable to the distribution, no portion of the amount
distributed will constitute a dividend for federal income tax purposes.
Therefore, no portion of the amount received constitutes a dividend, and will
not be eligible for the dividends-received deduction for corporations. Each DTH
International Corporation stockholder will have a tax basis in GoGo Baby's
common stock distributed equally to the fair market value of the common stock
distributed on the distribution date. The distribution is not taxable as a
dividend. The distribution will be treated as a tax-free return of capital to
the extent that the fair market value of such portion of the amount received
does not exceed the stockholder's basis in the DTH International Corporation,
common stock held, and as a capital gain if and to the extent that the fair
market value of such portion is greater than such tax basis.
Any taxes payable by any recipient of shares of GoGo Baby's common stock in the
distribution will be the responsibility of such recipient.
Each stockholder should consult his tax advisor as to the particular
consequences of the distribution to such stockholder, including the application
of state, local and foreign tax laws.
EACH DTH INTERNATIONAL CORPORATION, SHAREHOLDER IS ADVISED TO SEEK PROFESSIONAL
TAX COUNSEL REGARDING ANY TAX LIABILITY THAT MAY ARISE FROM THIS DISTRIBUTION.
9
<PAGE>
BLUE SKY LAWS
This Distribution is not being made in any jurisdictions of the United States in
which this distribution would not be in compliance with the securities or Blue
Sky laws of such jurisdiction. Only shareholders of DTH International
Corporation residing in the states set forth below may obtain the shares
pursuant to the Distribution. As of the dividend date all shareholders of DTH
International Corporation reside in either California or outside the United
States. GoGo Baby initially selected the jurisdictions in which shareholders may
participate in the distribution after determining from the shareholder records
of DTH International Corporation and from record owners the states where
substantially all the known owners reside.
IF A BENEFICIAL OWNER RESIDES IN A STATE OF THE UNITED STATES OF AMERICA NOT SET
FORTH BELOW, SUCH OWNER MAY NOT PARTICIPATE IN THE DISTRIBUTION.
CALIFORNIA
This Prospectus will be delivered to those Shareholders of DTH International
Corporation eligible to participate in this Distribution.
NON-US RESIDENTS
Those DTH International Corporation shareholders residing outside the United
States of America will be eligible to receive the distribution.
This Prospectus relates to the shares received in the distribution to the DTH
International Corporation, shareholders. The distribution of the Company's
common stock will be made to DTH International Corporation common shareholders
without any consideration being paid and without any exchange of shares by the
shareholders of DTH International Corporation Neither DTH International
Corporation, nor the Company, will receive any proceeds from the distribution by
DTH International Corporation, of such shares of the Company's common stock, nor
from the sale of any such shares by any persons who may be deemed to be the
underwriters.
A copy of this Prospectus is being mailed to each DTH International Corporation
common shareholder of record on December 31, 2013 together with the certificate
representing the number of the GoGo Baby shares to which he is entitled. Persons
wishing to evaluate the GoGo Baby shares being distributed to them should review
this Prospectus carefully.
REASON FOR THE DISTRIBUTION
The Board of Directors of DTH International Corporation has decided that the
shares of GoGo Baby in the hands of individual shareholders will provide more
value to the DTH International Corporation shareholders than if corporately
owned. If at some future date the shares of GoGo Baby are publicly traded, then
shareholders may determine for themselves on an individual basis whether they
wish to sell their shares and obtain personal liquidity or wish to retain the
shares for possible future potential. There can be no assurance that the shares
will be publicly traded, or if so, whether the market will provide any
particular return to the shareholder.
COSTS OF DISTRIBUTION
GoGo Baby estimates that the total cost of the distribution will be
approximately $15,000. DTH International Corporation has agreed to pay all such
costs except the audit.
Direct GoGo Baby expenses:
Securities and Exchange Commission
Registration Fee $ 1
Accounting and Audit Fees 5,350
------
TOTAL $5,351
======
10
<PAGE>
DTH International Corporation has agreed to pay all costs, except for Audit,
incurred in connection with the distribution of the shares which are the subject
of this Registration Statement.
These are estimated as follows:
Legal $6,000
Printing 500
Transfer agent and certificate printing 1,000
Postage 200
Accounting 2,000
------
TOTAL $9,700
======
THE DISTRIBUTION
The Issuer: GoGo Baby, Inc.
Distributing Security Holder: DTH International Corporation
Securities Being Distributed: 1,000,000 shares of our common stock, par
value $0.0001 per share.
Offering Price: There is no offering price since this is a
dividend distribution
Duration of Offering: This offering will terminate 180 days after
this prospectus is declared effective by the
SEC.
Number of Shares To Be
Distributed: 1,000,000
Common Stock Outstanding
Before and After the Offering: 36,550,000 shares of our common stock are
issued and outstanding as of the date of this
prospectus. 36,550,000 will be outstanding
after this distribution.
Use of Proceeds: We will not receive any proceeds from the
dividend to the DTH International Corporation
stockholders.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
There is not currently a public market for our common stock. After the
distribution is complete, we intend to request trading on the OTCBB (Over the
Counter Bulletin Board). We cannot assure you as to the price at which our
common stock might trade after the distribution date or whether or not GoGo Baby
can qualify for listing. Listing requirements include being a reporting company
under the Securities Exchange Act of 1934 and having all required reports
current. Upon the distribution of the shares of this offering GoGo Baby will be
a reporting company and may apply to the FENRA for listing. GoGo Baby has not
discussed market making with any broker-dealer.
Prior to the distribution, there were three common shareholders. After the
distribution, there will be 30 shareholders of common equity. DTH International
Corporation will continue to hold 500,000 unregistered shares.
There are no securities subject to outstanding warrants or options to purchase
common stock.
We have never distributed cash dividends; and, since we are a development
company, we do not foresee doing so in the future.
11
<PAGE>
There are 25,050,000 common shares that could be sold under Rule 144. The
1,000,000 shares which are the subject of this offering are not available to be
sold under Rule 144.
In general, under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one-year holding period may sell, within any three-month
period, a number of shares which does not exceed the greater of one percent of
the then outstanding shares of common stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also permits the
sale of shares, without any quantity limitation, by a person who is not an
affiliate of the Company and who has beneficially owned the shares a minimum
period of two years. Hence, the possible sale of these restricted shares may, in
the future, dilute an investor's percentage of free-trading shares and may have
a depressive effect on the price of GoGo Baby's common stock. No shares, other
than the 1,000,000 shares which are the subject of this registration may be sold
free of restriction.
DETERMINATION OF OFFERING PRICE FOR DIVIDEND DISTRIBUTION
Since the distribution is a dividend by a present stockholder, there is no
offering price and no dilution to existing stockholders of GoGo Baby. For the
purpose of computing the registration fee, GoGo Baby and DTH International
Corporation have set the price per share at $0.001 per common share, which was
the book value on June 30, 2014. According to this calculation the total price
for the 1,000,000 shares is $1,000. Such price has no relationship to GoGo
Baby's results of operations and may not reflect the true value of such common
stock.
DILUTION
The common stock to be distributed to stockholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing stockholders.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this prospectus filed on Form S-1 may contain
forward-looking statements that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's services,
capital expenditures, financing needs, as well as assumptions related to the
foregoing. For this purpose, any statements contained in the S-1 filing that are
not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein.
We have generated no revenue since inception and have incurred no research or
development expenses through December 31, 2014.
As of December 31, 2014 the Company has spent $19,655 on general and
administrative expenses and $351 on interest expense, resulting in a net loss of
$20,006.
The following table provides selected financial data about our company for the
period from the date of incorporation through December 31, 2014. For detailed
financial information, see the financial statements included in this prospectus.
Balance Sheet Data: 12/31/2014
------------------- ----------
Cash $ 4,345
Total assets $ 4,350
Total liabilities $ 19,851
Shareholders' equity $(15,501)
12
<PAGE>
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. Our cash
balance at December 31, 2014 was $4,345. On April 20 our cash balance was
$10,892. We believe our cash balance and loans from our director are sufficient
to fund our limited levels of operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in implementing our business plan, and possible cost overruns
due to increases in the cost of services.
All work is done by the Company's President at no cost to the Company. Mr.
Hargrave receives no salary and he donates parts from his own inventory at no
cost to the Company. The Company's major expense is corporate costs including
accounting which the Company estimates at a monthly average of $1,000. The
Company's present cash balance of $10,892 will last about eight months at the
present "burn rate".
To become profitable and competitive, we must implement our business plan and
generate revenue and raise additional capital.
PUBLIC COMPANY EXPENSE
The Company estimates its quarterly public company expense as follows:
Audit review $1,800
Accounting 450
Edgar 500
------
Total $2,750
======
LIQUIDITY AND CAPITAL RESOURCES
Our director has agreed to advance funds as needed. While he has agreed to
advance the funds he is not legally required to do so and may not for any
reason. The Company intends to make an equity offering to its new shareholders
after the distribution.
We received our initial funding of $1,000 through the sale of common stock to
Mr. Hargrave, our officer and director, who purchased 10,000,000 shares of our
common stock at $0.0001 per share on June 22, 2013. On June 9, 2014, Mr.
Hargrave purchased an additional 25,000,000 shares for $2,500. Our financial
statements from inception (February 22, 2013) through December 31, 2014 report
no revenues and net losses of $20,006. On December 31, 2013 Mr. Hargrave loaned
the Company $4,000, on June 30, 2014 he loaned the Company an additional $6,000
and on January 5, 2015 he loaned the Company an additional $4,000. On April 20,
2015 Mr. Hargrave loaned the Company an additional $9,000.
13
<PAGE>
ADVERTISING AND MARKETING
There were no advertising and marketing expenses for the period ended December
31, 2014.
CORPORATE HISTORY
The Company was incorporated on February 22, 2013. As of December 31, 2014 the
Company had a cash balance of $4,345. GoGo Baby may raise additional capital
either through debt or equity. No assurances can be given that such efforts will
be successful. The Company plans to attempt to raise additional equity capital
by making an equity offering to its new shareholders as soon as possible after
the Distribution. New shareholders are the DTH International Corporation
shareholders who were shareholders on December 31, 2013 and will receive their
dividend when this registration statement is declared effective by the SEC.
BUSINESS PLAN
The Company has already developed and tested several models of its proposed
product. The Company has a patent pending. It is the Company's intent to
approach major toy companies and child car seat companies with the intent to
sell the patent rights. If this is not successful the Company will consider
developing a model to sell on the internet.
PRODUCT
The Company's proposed products are toys for small children which attach to car
seats to amuse. The toys may be wirelessly activated from the driver's position.
These toys provide light and sound which entertain the child. One or more toys
may be controlled from the driver's seat.
JOBS ACT
Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1 billion in
total annual gross revenues, which amount is adjusted for inflation every five
years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities pursuant
to an effective registration statement;
3. on the date on which we have, during the previous 3-year period, issued more
than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated filer', as
defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto."
A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:
1. it has an aggregate worldwide market value of the voting and non-voting
common equity held by its non-affiliates of $700 million or more as of the last
business day of the issuer's most recently completed second fiscal quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of the Act
for a period of at least twelve calendar months; and
3. It has filed at least one annual report pursuant to section 13(a) or 15(d) of
the Act.
14
<PAGE>
As an emerging growth company, exemptions from the following provisions are
available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor
attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require
companies to hold shareholder advisory votes on executive compensation and
golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been implemented), which
requires companies to disclose the relationship between executive compensation
actually paid and the financial performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented),
which requires companies to disclose the ratio between the annual total
compensation of the CEO and the median of the annual total compensation of all
employees of the companies; and
5. The requirement to provide certain other executive compensation disclosure
under Item 402 of Regulation S-K. Instead, an emerging growth company must only
comply with the more limited provisions of Item 402 applicable to smaller
reporting companies, regardless of the issuer's size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. WE HAVE ELECTED TO MAINTAIN
OUR STATUS AS AN EMERGING GROWTH COMPANY AND TAKE ADVANTAGE OF THE JOBS ACT
PROVISIONS.
SMALLER REPORTING COMPANY
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY - THE JOBS ACT
We qualify as an emerging growth company as that term is used in the JOBS Act.
An emerging growth company may take advantage of specified reduced reporting and
other burdens that are otherwise applicable generally to public companies. These
provisions include:
* A requirement to have only two years of audited financial statements
and only two years of related MD&A:
* Exemption from the auditor attestation requirement in the assessment
of the emerging growth company's internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
* Reduced disclosure about the emerging growth company's executive
compensation arrangements; and
* No non-binding advisory votes on executive compensation or golden
parachute arrangements.
We may take advantage of the reduced reporting requirements applicable to
smaller reporting companies even if we no longer qualify as an "emerging growth
company."
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for
complying with new or revised accounting standards. We have elected to use the
extended transition period provided above and therefore our financial statements
may not be comparable to companies that comply with public company effective
dates.
We could remain an emerging growth company for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our annual gross
revenues exceed $1 billion, (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the
market value of our common stock that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal
quarter, or (iii) the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three year period.
15
<PAGE>
The following are the past and projected future activities of the company in
milestone format. The specific timing of each milestone will depend on the
ability of GoGo Baby to raise capital; therefore these dates are estimates which
may not be met.
MILESTONES:
FEBRUARY 22, 2013 TO DECEMBER 31, 2014
The Company has during this period:
* Purchased a provisional patent on its product.
* Built and operated models of its product successfully.
* Filed for and has received a patent pending on its product.
JANUARY 1, 2015 TO MARCH 31, 2015
* Product Prototype which can be shown to manufacturers of toys and
child car seats.
* Compile list of manufacturers of toys and child car seats.
APRIL 1, 2015 TO APRIL 30, 2015
* Complete version for demo to manufacturers of car seats and toys
FUTURE PLANS
MAY 1, 2015 TO SEPTEMBER 30, 2015
* Complete version for demo to manufactures of car seats and toys.
* Test latest version on different car seats and types of cars.
* Make list of prospective manufactures.
* Start contacting manufactures.
The prototype must still be tested on several different types of auto and other
vehicles. No prototype has yet been shown nor have we contacted any potential
purchasers of the pending patent or manufacturers.
BUSINESS
IN GENERAL
GoGo Baby, Inc. was incorporated in Delaware on February 22, 2013 as a
development stage company to create toys for small children which attach to car
seats to amuse and entertain children while riding in a car.
Our proposed product allows the driver to wirelessly control entertainment toys
attached to infant and child car seats located behind the driver, therefore
allowing the driver to maintain attention on driving and avoiding distractions
caused by turning toys on while driving.
The Company has two operating objectives to its business plan.
OPERATING OBJECTIVE ONE
Our primary Operating Objective is to produce a prototype under its present
patent pending and to sell or license it to a large producer of either
children's car seats or toys. In order to do this the Company must:
* Phase 1. Produce a viable prototype to demonstrate to the potential
car seat/toy manufacturers. The prototype will be designed and built
by Mr. Hargrave. More that one prototype may need to be built before a
satisfactory design is developed. A prototype can require up to a
month to design and build with additional time expended to test.
Material to build the prototype is estimated at less that $100.
* Phase 2. Contact a group of companies which could be potential
purchasers' or licensees. The Company will develop a list of potential
companies and will contact then by letter and telephone.
* Phase 3. Make presentations to these companies.
* Phase 4. Negotiate either a sale of the patent pending or a license.
16
<PAGE>
To date the Company has built two prototypes and tested them. These are
engineering prototypes and are not manufacturing models. The Company is working
on additional prototypes which may be of sufficient viability to show to
potential car seat/toy manufacturers who may purchase or license the patent
pending. The Company believes it has sufficient capital resources the carry out
Operating Objective One, however development cannot always to assured. The
Company may face engineering or financial problems which it may not be able to
overcome.
If we are unsuccessful at selling or licensing our product, then we may consider
our second Operating Objective described below.
OPERATING OBJECTIVE TWO
If Operating Objective One is not successful the Company may consider direct
sales of the product on the internet. This would entail a large expense and the
Company might not be able to raise the required capital. At this time the
requirements are unknown and will be known only when this is considered. At that
time the company must consider complying with any required state or federal
regulations which were not needed when just selling or licensing the patent
pending.
At the present time the Company is not expending time or money on Operating
Objective Two and will not do so in the near future. It will be expending all
its efforts on Operating Objective One.
COMPETITIVE STRENGTHS & STRATEGY
The main competitive advantage of our product is ease of use. Our main strategy
will be to convince toy and car seat Companies as to the ease of use of using
our proposed product
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATION, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business except for the purchase of a provisional patent. On March 25, 2013 the
Company purchased the rights to a Provisional Patent (EFS 113937725) for a
remote control toy, for 50,000 shares of the Company's common stock, from Lesa
Marie Foster. Subsequent to that the Company has obtained a patent pending
(14049167).
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the normal course of
business in the United States and the State of California.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR
CONTRACTS
On March 25, 2013 the inventor, Lesa Marie Foster, for 50,000 shares of the
Company's common stock assigned all her rights in a Provisional patent EFS
113937725 titled "Gogo Baby" to GoGo Baby, Inc. This Provisional patent was
valid until October 9, 2013. The Company used its provisional patent to obtain a
patent pending on this product. A short description: A toy on a car seat or
other support can be turned on and off from the driver's seat. This is a
wireless control and needs no wires running from the front seat to the back. The
Company has obtained a patent pending of its product.
NEED FOR GOVERNMENT APPROVAL FOR ITS PROPOSED PRODUCT
We are not required to apply for or have any government approval for Operating
Objective One. If the Company were to pursue Operating Objective Two the Company
may be required to seek Government approval regarding the safety and use of our
product.
17
<PAGE>
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
Gogo Baby has not expended funds for research and development costs since
inception. Mr. Hargrave has developed and built all prototypes at his own
expense.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Mr. Hargrave who currently devotes 2
hours per week to company matters and after receiving funding he plans to devote
as much time as the board of directors determines is necessary to manage the
affairs of the company. There are no formal employment agreements between the
company and our current employee.
RELATED PARTY TRANSACTIONS
Mr. Hargrave provides office space at no cost to the Company. Mr. Hargrave has
offered to make loans to the Company if he considers it in the best interests of
the Company. Mr. Hargrave's offer is not unlimited nor is it legally required.
On May 29, 2013, Gogo Baby sold 10,000,000 shares of common stock to Malcolm
Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 Mr.
Hargrave purchased 25,000,000 shares for $2,500. In December 2013 Mr. Hargrave
loaned the Company $4,000. In June of 2014 Mr. Hargrave loaned the Company
$6,000. In September 2014 Mr. Hargrave loaned the Company an additional $9,000.
On January 5, 2014 Mr. Hargrave loans the Company $4,000. On April 20, 2015, the
Company received a $9,000 loan. All loans from Mr. Hargrave are for two years at
an interest rate of four percent per annum.
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of promissory notes. As of December 31, 2014 the amount due to
Malcolm Hargrave was $19,000.
On December 31, 2013, the Company received a $4,000 loan. This loan is at 4%
interest with principle and interest all due on December 31, 2015.
On June 30, 2014, the Company received a $6,000 loan. This loan is at 4%
interest with principle and interest all due on June 30, 2016.
On September 9, 2014, the Company received a $9,000 loan. This loan is a 4%
interest with principle and interest all due on September 9, 2016.
On January 5, 2015, the Company received a $4,000 loan. This loan is a 4%
interest with principle and interest all due on January 5, 2015.
On January 5, 2015, the Company received a $4,000 loan. This loan is a 4%
interest with principle and interest all due on January 5, 2017.
On April 20, 2015, the Company received a $9,000 loan. This loan is a 4%
interest with principle and interest all due on April 20, 2017.
As of December 31, 2014, accrued interest is $351.
PROPERTIES
GoGo Baby shares an office with its President at no cost to the Company.
EMPLOYEES
All activities are carried out by our president and director Mr. Hargrave.
LEGAL PROCEEDINGS
GoGo Baby is not a party to any legal proceeding.
18
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MANAGEMENT
The Executive Officers and Directors of the Company and their ages are as
follows:
Name Age Position Date Elected
---- --- -------- ------------
Malcolm Hargrave 50 President, CFO May 29, 2013
Director, Secretary
Mr. Hargrove has been the company's sole officer and director since the company
was incorporated on February 22, 2013. In 1987 Mr. Hargrove obtained a Bachelor
of Science degree in electrical engineering from San Diego State University. Mr.
Hargrove has been the president and owner of MD computers LLC since 1991. The
company is involved in the design and repair of computers.
Directors of the Company are elected to serve until the next annual meeting of
shareholders or until their successors have been elected. Executive officers
serve at the discretion of the Board of Directors.
The foregoing person may be deemed a "promoter" and "parent" of the Company as
that term is defined in the rules and regulations promulgated under the
Securities and Exchange Act of 1933.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
Currently, Mr. Hargrave, our sole officer and director, receives no compensation
for his services during the development stage of our business operations. He is
reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the
future, we may approve payment of salaries for future officers and directors,
but currently, no such plans have been approved. We do not have any employment
agreements in place with our sole officer and director. We also do not currently
have any benefits, such as health or life insurance, available to our employees.
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Malcolm 2014 0 0 0 0 0 0 0 0
Hargrave 2013 0 0 0 0 0 0 0 0
President,
CEO, CFO and
Director
19
<PAGE>
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Malcolm 0 0 0 0 0 0 0 0 0
Hargrave
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Malcolm 0 0 0 0 0 0 0
Hargrave
There are no current employment agreements between the company and its officer
and director.
On May 29, 2013 a total of 10,000,000shares of common stock were issued to Mr.
Hargrave in exchange for cash in the amount of $1,000 or $0.0001 per share. On
June 9, 2014 the Company issued Mr. Hargrave 25,000,000 shares for a total
consideration of $2, 500 in cash.
Mr. Hargrave currently devotes approximately 2 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
OPTIONS
There are no options outstanding.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of December 31, 2014, the name, address, and
number of shares owned directly or beneficially by persons who own 5% or more of
the company's common stock and by each executive officer and director and owner
after the Distribution.
20
<PAGE>
Shares/Percent as Shares/Percent after
Beneficial Owner of December 31, 2014 the Distribution
---------------- -------------------- ----------------
Malcolm Hargrave 35,000,000 - 95.7% 35,000,000 - 95.7%
9130 Edgewood Dr.
La Mesa, CA 91941
DTH International Corporation 1,500,000 - 4.1% 500,000 - 1.4%
4190 Bonita Road
Bonita Ca, 91902
All Executive Officers 35,000,000 - 95.7% 35,000,000 - 95.7%
and Directors as a
Group (1 person)
----------
(1) Based on 36,550,000 shares outstanding on September 30, 2014
CERTAIN TRANSACTIONS
On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH
International Corporation for $1,000.
On March 25, 2013 The Company purchased a provisional patent from Lesa M. Foster
for 50,000 shares of the common stock of the Company.
On May 20, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm
Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 the
Company sold 25,000,000 shares of its common stock to Mr. Hargave for $2,500 in
cash.
The above sales were exempt from registration under the Securities Act of 1933,
as amended, in reliance on Section 4(2) for sales not involving a public
offering.
DESCRIPTION OF SECURITIES
The authorized common stock of Gogo Baby consists of 100,000,000 shares (par
value $0.0001 per share), of which 36,550,000 shares were outstanding on
December 31, 2014. The holders of common stock are entitled to one vote per
share on all matters to be voted on by stockholders. Holders of common stock are
entitled to receive dividends when, as, and if declared by the Board of
Directors. The approval of proposals submitted to shareholders at a meeting
requires a favorable vote of the majority of shares voting. Holders of the
common stock have no preemptive, subscription, redemption, or conversion rights,
and there are no sinking fund provisions with respect to the common stock. All
of the outstanding shares of common stock are, and the shares to be transferred
in the Distribution will be, fully paid and non-assessable. As of December 31,
2014 GoGo Baby had three common shareholders. GoGo Baby, Inc. is authorized to
issue 20,000,000 shares of preferred stock. None of which have been issued.
Penny Stocks must, among other things:
* Provide customers with a risk disclosure statement, setting forth
certain specified information prior to a purchase transaction;
* Disclose to the customer inside bid quotation and outside offer
quotation for this Penny Stock, or, in a principal transaction, the
broker-dealer's offer price for the Penny Stock;
* Disclose the aggregate amount of any compensation the broker-dealer
receives in the transaction;
* Disclose the aggregate amount of the cash compensation that any
associated person of the broker-dealer, who is a natural person, will
receive in connection with the transaction;
21
<PAGE>
* Deliver to the customer after the transaction certain information
concerning determination of the price and market trading activity of
the Penny Stock.
Non-stock exchange and non-NASDAQ stocks would not be covered by the definition
of Penny Stock for:
(i) issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer
has not been in continuous operation for 3 years);
(ii) transactions in which the customer is an institutional accredited
investor; and
(iii) transactions that are not recommended by the broker-dealer.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rule 15g-9, which established
the definition of a "penny stock" for the purposes relevant to GoGo Baby as any
equity security that has a market price of less than $5.00 per share, or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
(1) that a broker or dealer approve a person's account for transactions in
penny stocks: and
(2) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
(1) obtain financial information and investment experience objectives of
the person; and
(2) make a reasonable determination that the transactions in penny stocks
are suitable for that person, and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock:
(1) a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form,
(2) sets forth the basis on which the broker or dealer made the
suitability determination; and
(3) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about:
(1) the commissions payable to both the broker-dealer and the registered
representative;
(2) current quotations for the securities;
(3) the rights and remedies available to an investor in cases of fraud in
penny stock transactions; and
(4) monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited
market in penny stocks.
PREFERRED STOCK
GoGo Baby is also authorized to issue as many as 20,000,000 shares of the
preferred stock (par value $0.0001). The preferred stock may be issued in one or
more series with such preferences, conversion, and other rights, voting powers,
restrictions, limitations as to dividends and qualifications, and rights as the
Company's Board of Directors may determine.
22
<PAGE>
As of December 31, 2014, there were no shares of preferred stock outstanding.
Preferred stock can thus be issued without the vote of the holders of common
stock. Rights could be granted in the future to the holders of preferred stock,
which could reduce the attractiveness of GoGo Baby as a potential takeover
target, make the removal of management more difficult, or adversely impact the
rights of holders of common stock.
LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Certificate of Incorporation of GoGo Baby provides for indemnification of
directors and officers of GoGo Baby as follows:
TENTH: To the fullest extent permitted by the Delaware General Corporation Law a
director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
DELAWARE GENERAL CORPORATION LAW
Delaware General Corporation Law Section 145 provides that GoGo Baby may
indemnify any officer or director who was made a party to a suit because of the
Securities Act covering the common stock offered by this prospectus. This
position, including derivative suits, if he was acting in good faith and in a
manner he reasonably believed was in the best interest of GoGo Baby, except, in
certain circumstances, for negligence or misconduct in the performance of his
duty to GoGo Baby. If the director or officer is successful in his suit, he is
entitled to indemnification for expenses, including attorneys' fees.
LEGAL MATTERS
The legality of the Shares of Common stock to be registered hereby will be
passed upon for GoGo Baby by Karen Batcher, Esquire of Synergen Law Group, APC.
Tax opinion given by Karen Batcher, Esquire.
EXPERTS
The financial statements of GoGo Baby for the periods from February 22, 2013 to
the years ended December 31, 2014 and 2013, and related notes which are included
in this Prospectus have been examined by PLS CPA, A Professional Corp., and have
been so included in reliance upon the opinion of such accountant given upon
their authority as an expert in auditing and accounting.
ADDITIONAL INFORMATION
We have filed with the U.S. Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act covering the common stock offered
by this Prospectus, which constitutes a part of the registration statement,
omits some of the information described in the registration statement under the
rules and regulations of the Commission. For further information on GoGo Baby
and the common stock offered by this prospectus, please refer to the
registration statement and the attached exhibits. Statements contained in this
prospectus as to the content of any contract or other document referred to are
not necessarily complete, and in each instance, reference is made to the copy
filed as an exhibit to the registration statement; each of these statements is
qualified in all respects by that reference. The registration statement and
exhibits can be inspected and copied at the public reference section at the
Commission's principal office, 100 F Street, NE, Washington, D.C. 20549 and
through the Commission's Web site (http://www.sec.gov). Copies may be obtained
from the commission's principal office upon payment of the fees prescribed by
the Commission.
23
<PAGE>
PLS CPA, A PROFESSIONAL CORP.
* 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 *
* TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
* E-MAIL CHANGGPARK@GMAIL.COM *
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Gogo Baby, Inc.
We have audited the accompanying balance sheets of Gogo Baby, Inc. (A
Development Stage "Company") as of December 31, 2014 and 2013, and the related
statements of operations, changes in shareholders' equity (deficit) and cash
flows for the years ended December 31, 2014 and 2013 and the period from
February 22, 2013 (inception) to December 31, 2014. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gogo Baby, Inc. as of December
31, 2014 and 2013, and the result of its operations and its cash flows for the
years ended December 31, 2014 and 2013 and period from February 22, 2013
(inception) to December 31, 2014 in conformity with U.S. generally accepted
accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 6 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ PLS CPA
-------------------------------------
PLS CPA, A Professional Corp.
February 27, 2015
San Diego, CA. 92111
Registered with the Public Company Accounting Oversight Board
F-1
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
December 31, December 31,
2014 2013
-------- --------
(Audited) (Audited)
CURRENT ASSETS
Cash $ 4,345 $ 665
-------- --------
TOTAL CURRENT ASSETS 4,345 665
OTHER ASSETS
Intangible Assets, net 5 5
-------- --------
TOTAL OTHER ASSETS 5 5
-------- --------
TOTAL ASSETS $ 4,350 $ 670
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 500 $ --
Current portion of promissory notes payable 4,000 --
Accrued interest 160 --
-------- --------
TOTAL CURRENT LIABILITIES 4,660 --
LONG-TERM LIABILITIES
Accrued interest 191 --
Promissory note payable 15,000 4,000
-------- --------
TOTAL LONG-TERM LIABILITIES 15,191 4,000
-------- --------
TOTAL LIABILITIES 19,851 4,000
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($0.0001 par value, 20,000,000 shares authorized;
zero shares issued and outstanding as of December 31, 2014 and
December 31, 2013 -- --
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
36,550,000 and 11,550,000 shares issued and outstanding
as of December 31, 2014 and December 31, 2013 3,655 1,155
Additional paid-in capital 850 850
Deficit accumulated during development stage (20,006) (5,335)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (15,501) (3,330)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 4,350 $ 670
======== ========
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Statements of Operations
(Audited)
February 22, 2013 February 22, 2013
(inception) (inception)
Year Ended through through
December 31, December 31, December 31,
2014 2013 2014
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 3,120 5,335 8,455
Professional fees 11,200 -- 11,200
------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 14,320 5,335 19,655
------------ ------------ ------------
LOSS FROM OPERATION (14,320) (5,335) (19,655)
------------ ------------ ------------
OTHER EXPENSE
Interest expense 351 -- 351
------------ ------------ ------------
TOTAL OTHER EXPENSES 351 -- 351
------------ ------------ ------------
NET INCOME (LOSS) $ (14,671) $ (5,335) $ (20,006)
============ ============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 25,591,096 6,445,192
============ ============
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Statement of changes in Shareholders' Equity (Deficit) From
February 22, 2013 (Inception) through December 31, 2014
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, February 22, 2013 (Inception) -- $ -- $ -- $ -- $ --
Common stock issued, June 6, 2013 at
$0.0001 per share in exchange for patent 50,000 5 -- -- 5
Common stock issued, June 21, 2013 at
$0.0001 per share 10,000,000 1,000 -- -- 1,000
Common stock issued, November 14, 2013
at $0.000666 per share 1,500,000 150 850 -- 1,000
Loss for the period beginning February 22, 2013
(inception) to December 31, 2013 (5,335) (5,335)
---------- ------- ------- -------- --------
BALANCE, DECEMBER 31, 2013 11,550,000 1,155 850 (5,335) (3,330)
========== ======= ======= ======== ========
Common stock issued, June 9, 2014 at
$0.0001 per share 25,000,000 2,500 -- -- 2,500
Loss for the period ending December 31, 2014 (14,671) (14,671)
---------- ------- ------- -------- --------
BALANCE, DECEMBER 31, 2014 (AUDITED) 36,550,000 $ 3,655 $ 850 $(20,006) $(15,501)
========== ======= ======= ======== ========
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Audited)
--------------------------------------------------------------------------------
February 22, 2013 February 22, 2013
(inception) (inception)
Year Ended through through
December 31, December 31, December 31,
2014 2013 2014
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(14,671) $ (5,335) $(20,006)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization expense
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable and accrued liabilities 500 -- 500
Increase in accrued interest 351 -- 351
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,820) (5,335) (19,155)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Intangible Assets -- (5) (5)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (5) (5)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer -- -- --
Increase in notes payable - related party 15,000 4,000 19,000
Issuance of common stock 2,500 2,005 4,505
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 17,500 6,005 23,505
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 3,680 665 4,345
CASH AT BEGINNING OF PERIOD 665 -- --
-------- -------- --------
CASH AT END OF PERIOD 4,345 665 4,345
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
GoGo Baby, Inc. (the "Company") was incorporated on February 22, 2013 under the
laws of the State of Delaware to enter into the toy industry. The GoGo Baby
invention of a wireless car seat toy system was created with the objective to
provide a car seat toy system that the driver can activate from the steering
wheel. It is Gogo Baby's first objective to sell the patent to a major company
or secondly have the toy manufactured, set up an online store and market the
product.
The Company's activities to date have been limited to organization and capital.
The Company has been in the development stage since its formation and has not
yet realized any revenues from its planned operations. The Company's fiscal year
end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with U.S. generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
CASH AND CASH EQUIVALENTS
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Equipment and fixtures are being
depreciated using the straight-line method over the estimated asset lives, 5
year.
INTANGIBLE ASSETS
Initial Measurement
Intangible asset acquisitions in which the consideration given is cash are
measured by the amount of cash paid, which generally includes the transaction
costs of the asset acquisition. However, if the consideration given is not in
the form of cash (that is, in the form of noncash assets, liabilities incurred,
or issued), measurement is based on either the cost which shall be measured
based on the fair value of the consideration given or the fair value of the
assets (or net assets) acquired, whichever is more clearly evident and, thus,
more reliably measurable.
F-6
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SUBSEQUENT MEASUREMENT
The company accounts for its intangible assets under the Financial Accounting
Standards Board ("FASB") Accounting Standards Codification Subtopic ("ASC")
350-30-35 "Intangibles--Goodwill and Other--General Intangibles Other than
Goodwill-Subsequent Measurement". Under this method the company is required to
test an indefinite-lived intangible asset for impairment on at least an annual
basis. This is done by comparing the asset's fair value with its carrying
amount. If the carrying amount exceeds the asset's fair value, the difference in
those amounts is recognized as an impairment loss.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No. 740, "Income Taxes". Under this method,
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
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:
* Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets. A quoted price in an active market
provides the most reliable evidence of fair value and must be used to
measure fair value whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting
entity's own assumptions about the assumptions that market
participants would use in pricing an asset or liability. For example,
level 3 inputs would relate to forecasts of future earnings and cash
flows used in a discounted future cash flows method.
F-7
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The carrying amounts reported in the balance sheet for cash, accounts payable
and notes payable approximate their estimated fair market value based on the
short-term maturity of this instrument.
In addition, FASB ASC 825-10-25 "Fair Value Option" was effective for January 1,
2008. ASC 825-10-25 expands opportunities to use fair value measurements in
financial reporting and permits entities to choose to measure many financial
instruments and certain other items at fair value.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.
In May 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04, "Fair
Value Measurement (Topic 820): Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU No.
2011-04"). ASU No. 2011-04 provides guidance which is expected to result in
common fair value measurement and disclosure requirements between U.S. GAAP and
IFRS. It changes the wording used to describe many of the requirements in U.S.
GAAP for measuring fair value and for disclosing information about fair value
measurements. It is not intended for this update to result in a change in the
application of the requirements in Topic 820. The amendments in ASU No. 2011-04
are to be applied prospectively. ASU No. 2011-04 is effective for public
companies for interim and annual periods beginning after December 15, 2011.
Early application is not permitted. This update is not expected to have a
material impact on the Company's financial statements.
In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic
220): Presentation of Comprehensive Income" ("ASU No. 2011-05"). In ASU No.
2011-05, an entity has the option to present the total of comprehensive income,
the components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. In both choices, an entity is required to
present each component of net income along with total net income, each component
of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. The amendments in ASU No. 2011-05
do not change the items that must be reported in other comprehensive income or
when an item of other comprehensive income must be reclassified to net income.
F-8
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
They also do not change the presentation of related tax effects, before related
tax effects, or the portrayal or calculation of earnings per share. The
amendments in ASU No. 2011-05 should be applied retrospectively. The amendment
is effective for fiscal years, and interim periods within those years, beginning
after December 15, 2011. Early adoption is permitted, because compliance with
the amendments is already permitted. The amendments do not require any
transition disclosures. This update is not expected to have a material impact on
the Company's financial statements.
In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill
and Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is
permitted to make a qualitative assessment of whether it is more likely than not
that a reporting unit's fair value is less than its carrying amount before
applying the two-step goodwill impairment test. If an entity concludes that it
is not more likely than not that the fair value of a reporting unit is less than
its carrying amount, it would not be required to perform the two-step impairment
test for that reporting unit. The ASU's objective is to simplify how an entity
tests goodwill for impairment. The amendments in ASU No. 2011-08 are effective
for annual and interim goodwill and impairment tests performed for fiscal years
beginning after December 15, 2011. Early adoption is permitted, including for
annual and interim goodwill impairment tests performed as of a date before
September 15, 2011, if an entity's financial statements for the most recent
annual or interim period have not yet been issued. The Company is evaluating the
requirements of ASU No. 2011-08 and has not yet determined whether a revised
approach to evaluation of goodwill impairment will be used in future
assessments. The Company does not expect the adoption of ASU No. 2011-08 to have
a material impact on its financial statements.
Other accounting standards that have been issued or proposed by the FASB that do
not require adoption until a future date are not expected to have a material
impact on the financial statements upon adoption.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE 3 - INTANGIBLE ASSETS
The Company capitalized as intangible assets the purchase cost of the rights to
a certain creation acquired from Lesa Foster in exchange for 50,000 common
shares of GoGo Baby, Inc. valued at $0.0001 per share for a total value of $5.
on June 6, 2013. The value of the patent on December 31, 2014 is $5.
F-9
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 4 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance. As of December 31, 2014 the Company had a net operating
loss carry-forward of approximately $20,006. Net operating loss carry-forward,
expires twenty years from the date the loss was incurred.
The Company is subject to United States federal and state income taxes at an
approximate rate of 34%. The reconciliation of the provision for income taxes at
the United States federal statutory rate compared to the Company's income tax
expense as reported is as follows:
December 31, December 31,
2014 2013
-------- --------
Net loss before income taxes per financial statements $ 20,006 $ 5,335
Income tax rate 34% 34%
Income tax recovery (6,802) (1,814)
Permanent differences -- --
Temporary differences -- --
Valuation allowance change 6,802 1,814
Provision for income taxes -- --
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred income taxes
arise from temporary differences in the recognition of income and expenses for
financials reporting and tax purposes. The significant components of deferred
income tax assets and liabilities at December 31, 2014 are as follows:
December 31, December 31,
2014 2013
-------- --------
Net operating loss carryforward $ 6,802 $ 1,814
Valuation allowance (6,802) (1,814)
Net deferred income tax asset -- --
F-10
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 4 - PROVISION FOR INCOME TAXES- CONTINUED
The Company has recognized a valuation allowance for the deferred income tax
asset since the Company cannot be assured that it is more likely than not that
such benefit will be utilized in future years. The valuation allowance is
reviewed annually. When circumstances change and which cause a change in
management's judgment about the realizability of deferred income tax assets, the
impact of the change on the valuation allowance is generally reflected in
current income.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 6 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses. The financial statement of the Company have been prepared assuming
that the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative net losses of
$20,006 since its inception and requires capital for its contemplated
operational and marketing activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
Malcolm Hargrave, the sole officer and director of the Company, may in the
future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
F-11
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
(Audited)
--------------------------------------------------------------------------------
NOTE 8 - NOTES PAYABLE - RELATED PARTY
Since inception the Company received cash totaling $19,000 from Malcolm Hargrave
in the form of a promissory note. As of December 31, 2014 the amount due to
Malcolm Hargrave was $19,000
On December 31, 2013, the Company received a $4,000 loan. This loan is at 4%
interest with principle and interest all due on December 31, 2015.
On June 30, 2014, the Company received a $6,000 loan. This loan is at 4%
interest with principle and interest all due on June 30, 2016.
On September 9, 2014, the Company received a $9,000 loan. This loan is at 4%
interest with principle and interest all due on September 9, 2016.
As of December 31, 2014, accrued interest is $351.
NOTE 9 - STOCK TRANSACTIONS
On June 6, 2013, the Company issued a total of 50,000 shares of common stock to
Lesa Foster in exchange for a toy patent for a cash value of $0.0001 per share
for a total value of $5
On June 21, 2013 the Company issued a total of 10,000,000 shares of common stock
to one director for cash in the amount of $0.0001 per share for a total of
$1,000
On November 14, 2013, the Company issued a total of 1,500,000 shares of common
stock to DTH for cash in the amount of $0.000666 per share for a total of
$1,000.
On June 9, 2014 the Company issued a total of 25,000,000 shares of common stock
to one director for cash in the amount of $0.0001 per share for a total of
$2,500
As of December 31, 2014 the Company had 36,550,000 shares of common stock issued
and outstanding.
NOTE 10 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2014:
Common stock, $0.0001 par value: 100,000,000 shares authorized; 36,550,000
shares issued and outstanding.
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.
NOTE 11 - SUBSEQUENT EVENT
On January 5, 2015, the Company received a $4,000 loan from Malcom Hargrave.
This loan is at 4% interest with principle and interest all due on January 5,
2017.
F-12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the estimated amounts of all expenses
in connection with the Distribution of the securities which are the subject of
this Registration Statement.
Securities and Exchange Commission Registration Fee $ 1
Accounting and Audit Fees $5,350
------
TOTAL $5,351
======
DTH International Corporation has agreed to pay all costs, except for Audit,
incurred in connection with the distribution of the shares which are the subject
of this Registration Statement.
These are estimated as follows:
Legal $6,000
Printing 500
Transfer agent and certificate printing 1,000
Postage 200
Accounting 2,000
------
TOTAL $9,700
======
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS.
Delaware General Corporation Law Section 145 provides that the Company may
indemnify any officer or director who was made a party to a suit because of his
position, including derivative suits, if he was acting in good faith and in a
manner he reasonably believed was in the best interest of the Company, except,
in certain circumstances, for negligence or misconduct in the performance of his
duty to the Company. If the director or officer is successful in his suit, he is
entitled to indemnification for expenses, including attorneys' fees. Article
Seventh of the Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted by law. Indemnification agreements have been entered into with all
officers and directors of the Company.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH
International Corporation for $1,000.
On March 25, 2013 The Company purchased a provisional patent from Lesa M. Foster
for 50,000 shares of the common stock of the Company.
On May 20, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm
Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 the
Company sold 25,000,000 shares of its common stock to Mr. Hargrave for $2,500 in
cash.
The above sales were exempt from registration under the Securities Act of 1933,
as amended, in reliance on Section 4(2) for sales not involving a public
offering.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following is a list of exhibits filed as part of the Registration Statement:
3.(i) Certificate of Incorporation *
3.(ii) Bylaws *
5.1 Legal Opinion and Consent of Karen Batcher, Esq *
10.1 Patent Sales Agreement *
10.2 Promissory Notes
23.1 Consent of PLS, CPA
----------
* Filed in original S-1 dated September 16, 2014
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post
effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) For the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser: (i) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
II-2
<PAGE>
(5) For determining liability of the undersigned registrant under the
Securities Act to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and, (iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
Insofar as indemnification for liabilities, arising under the Securities Act of
1933 may be permitted to Directors, Officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless, in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question as to whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of San Diego, State of
California, on the 24th day of April, 2015.
GoGo Baby, Inc., Registrant
By /s/ Malcolm Hargrave
----------------------------------------
MALCOLM HARGRAVE
President, Secretary, Treasurer
and Director
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Malcolm Hargrave Principal Executive Officer 4/24/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Principal Financial Officer 4/24/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Principal Accounting Officer 4/24/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave President, Secretary,Treasurer 4/24/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Director 4/24/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
II-4
