Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015
Commission file number 333-198772
Gogo Baby, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
5745 Kearny Villa Rd. #102
San Diego, CA 92123
(Address of principal executive offices, including zip code)
(858)492-1288
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 36,550,000 shares as of July 27, 2015
ITEM 1. FINANCIAL STATEMENTS
GoGo Baby, Inc.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
June 30, December 31,
2015 2014
-------- --------
(Unaudited) (Audited)
CURRENT ASSETS
Cash $ 5,684 $ 4,345
-------- --------
TOTAL CURRENT ASSETS 5,684 4,345
OTHER ASSETS
Intangible Assets, net 5 5
-------- --------
TOTAL OTHER ASSETS 5 5
-------- --------
TOTAL ASSETS $ 5,689 $ 4,350
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 3,155 $ 500
Promissory notes payable 10,000 10,000
Accrued interest 412 281
-------- --------
TOTAL CURRENT LIABILITIES 13,567 10,781
LONG-TERM LIABILITIES
Accrued interest 467 70
Promissory note payable 22,000 9,000
-------- --------
TOTAL LONG-TERM LIABILITIES 22,467 9,070
-------- --------
TOTAL LIABILITIES 36,034 19,851
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of June 30, 2015 and December 31, 2014 -- --
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 36,550,000 and 11,550,000 shares issued and outstanding
as of June 30, 2015 and December 31, 2014 3,655 3,655
Additional paid-in capital 850 850
Deficit accumulated during development stage (34,850) (20,006)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (30,345) (15,501)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 5,689 $ 4,350
======== ========
The accompanying notes are an integral part of these financial statements
2
GoGo Baby, Inc.
(A Development Stage Company)
Statements of Operations
(Unudited)
--------------------------------------------------------------------------------
February 22, 2013
Three months Three months Six months Six months (inception)
Ended Ended Ended Ended through
June 30, June 30, June 30, June 30, June 30,
2015 2014 2015 2014 2015
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 2,376 93 4,816 628 13,271
R & D - Pre-Production process -- -- 1,000 -- 1,000
Professional fees 2,000 -- 8,500 -- 19,700
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 4,376 93 14,316 628 33,971
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATION (4,376) (93) (14,316) (628) (33,971)
------------ ------------ ------------ ------------ ------------
OTHER EXPENSE
Interest expense 300 40 528 40 879
------------ ------------ ------------ ------------ ------------
TOTAL OTHER EXPENSES 300 40 528 40 879
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (4,676) $ (133) $ (14,844) $ (668) $ (34,850)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 36,550,000 17,319,231 36,550,000 14,450,552
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
3
GoGo Baby, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
February 22, 2013
Six months Six months (inception)
Ended Ended through
June 30, June 30, June 30,
2015 2014 2015
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(14,844) $ (668) $(34,850)
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 2,655 40 3,155
Increase in accrued interest 528 -- 879
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (11,661) (628) (30,816)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Intangible Assets -- -- (5)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (5)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer -- -- --
Increase in notes payable - related party 13,000 6,000 32,000
Issuance of common stock -- 2,500 4,505
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 13,000 8,500 36,505
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 1,339 7,872 5,684
CASH AT BEGINNING OF PERIOD 4,345 665 --
-------- -------- --------
CASH AT END OF PERIOD 5,684 8,537 5,684
======== ======== ========
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
4
GoGo Baby, Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2015
--------------------------------------------------------------------------------
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 - 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
$34,850 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 3 - NOTES PAYABLE - RELATED PARTY
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of a promissory note. As of June 30, 2015, the amount due to Malcolm
Hargrave was $32,000.
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.
5
GoGo Baby, Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2015
--------------------------------------------------------------------------------
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.
On January 5, 2015, the Company received a $4,000 loan. This loan is at 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 at 4%
interest with principle and interest all due on April 20, 2017.
As of June 30, 2015, accrued interest is $879.
NOTE 4 - 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 June 30, 2015 the Company had 36,550,000 shares of common stock issued and
outstanding.
NOTE 5 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2015:
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.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. Most
of these factors are difficult to predict accurately and are generally beyond
our control. You should consider the areas of risk described in connection with
any forward-looking statements that may be made herein. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. Readers should carefully review this report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
OVERVIEW
Gogo Baby, Inc. (the "Company") was incorporated on February 22, 2013. As of
June 30, 2015 the Company had a cash balance of $5,684. GoGo Baby may raise
additional capital either through debt or equity. No assurances can be given
that such efforts will be successful.
Pursuant to a recent registration statement on Form S-1, DTH International
Corporation, a shareholder of Gogo Baby Inc., has distributed to its
shareholders 1,000,000 shares of its GoGo Baby common stock. The distribution
was 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 represent 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 controls 95% of the outstanding common stock.
The Company plans to attempt to raise additional equity capital by making an
equity offering to its new shareholders as soon as possible. New shareholders
are the DTH International Corporation shareholders who were shareholders on
December 31, 2013.
7
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.
RESULTS OF OPERATIONS
We have generated no revenue since inception and have incurred no research or
development expenses through June 30, 2015.
As of June 30, 2015 the Company has spent $33,971 on general and administrative
expenses and $879 on interest expense, resulting in a net loss of $34,850.
The following table provides selected financial data about our company for the
period from the date of incorporation through June 30, 2015.
Balance Sheet Data: 6/30/2015
------------------- ---------
Cash $ 5,684
Total assets $ 5,689
Total liabilities $ 36,034
Shareholders' equity $(30,345)
THREE MONTHS ENDED JUNE 30, 2015 AND 2014
For the three months ended June 30, 2015 we generated no revenues and had $4,376
in general and administrative expenses. We recorded $300 in interest expense,
for a net loss of $(4,676).
For the three months ended June 30, 2014 we generated no revenues and had $93 in
general and administrative expenses. We recorded $40 in interest expense, for a
net loss of $(133).
SIX MONTHS ENDED JUNE 30, 2015 AND 2014
For the six months ended June 30, 2015 we generated no revenues and had $14,316
in general and administrative expenses. We recorded $528 in interest expense,
for a net loss of $(14,844).
For the six months ended June 30, 2014 we generated no revenues and had $628 in
general and administrative expenses. We recorded $40 in interest expense, for a
net loss of $(668).
8
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 June 30, 2015 was $5,684. 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 $5,684 will last about five 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 $2,000
Accounting 450
Edgar 500
------
Total $2,950
======
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.
9
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 June 30, 2015 report no
revenues and net losses of $34,850.
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of promissory notes. The date and terms of the loans are:
1. 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.
2. 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.
3. 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.
4. On January 5, 2015, the Company received a $4,000 loan. This loan is
at 4% interest with principle and interest all due on January 5, 2017.
5. On April 20, 2015, the Company received a $9,000 loan. This loan is at
4% interest with principle and interest all due on April 20, 2017.
As of June 30, 2015, accrued interest is $879.
PLAN OF OPERATION
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
10
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 JUNE 30, 2015
* Complete version for demo to manufacturers of car seats and toys
FUTURE PLANS
JULY 1, 2015 TO SEPT 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.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
11
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of June 30, 2015.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended June
30, 2015, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.
12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-198772, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
13
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GoGo Baby, Inc., Registrant
By /s/ Malcolm Hargrave July 27, 2015
-------------------------------------------- -------------
MALCOLM HARGRAVE
President, Secretary, Treasurer and Director
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Malcolm Hargrave Principal Executive Officer 7/27/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Principal Financial Officer 7/27/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Principal Accounting Officer 7/27/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave President, Secretary,Treasurer 7/27/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
/s/ Malcolm Hargrave Director 7/27/15
--------------------------- --------------------------- -------
MALCOLM HARGRAVE Title Date
1
