As filed with the Securities and Exchange Commission on July 8, 2016

 

Registration No. 333-203092

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1/A4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

HELP INTERNATIONAL, INC.

(fka HELP WORLDWIDE)

(Exact name of registrant as specified in its charter)

 

Nevada	8999
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(IRS employer identification number)

 

21050 Centre Pointe Parkway,

Santa Clarita, CA 91350

(661) 286-4334

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Harold P. Gewerter, Esq. Ltd.

1212 S. Casino Center

Las Vegas, NV 89104

(702) 382-1714

Fax: (702) 382-1759

Email: harold@gewerterlaw.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

1212 S. Casino Center

Las Vegas, NV 89104

(702) 382-1714

Fax: (702) 382-1759

Email: harold@gewerterlaw.com

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

 

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, 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.

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	x
		(Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price per Share				Proposed Maximum Offering Price				Amount of Registration Fee (2)
Common stock, par value $0.001 per share, for sale by Our Company			20,000,000			$	0.50			$	10,000,000.00			$	1,162.00

 

(1)	Registration fee has been paid via Fedwire
(2)	Estimated solely for the purpose of computing amount of the registration fee pursuant to Rule 457 (o) under the Securities Act.

 

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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The registrant understands that if the maximum aggregate offering price increases prior to the effective date of the registration statement, the registrant will file a pre-effective amendment to increase the dollar value being registered and pay an additional filing fee.

 

The issuer will sell the common stock being registered in this offering at a fixed price of $0.50 per share. It is possible that the Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

 

 

SUBJECT TO COMPLETION, DATED JULY 8, 2016.

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

PROSPECTUS

 

HELP INTERNATIONAL, INC.

(fka HELP WORLDWIDE)

 

20,000,000 Shares of Common Stock

 

This prospectus will also allow us to issue a minimum of 2,000,000 and a maximum of 20,000,000 shares of our common stock in our initial public offering. The proceeds from the sale of these shares will be available for use by the company once the company reaches its minimum. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTC Bulletin Board and no market for these securities may develop. The issuer will sell the common stock being registered in this offering at a fixed price of $0.50 per share. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

 

				Number of Shares				Offering Price				Underwriting Discounts & Commissions				Proceeds to the Company
	Per Share				1			$	0.50			$	0.05			$	0.45
	Minimum				2,000,000			$	1,000,000			$	50,000			$	950,000
	Maximum				20,000,000			$	10,000,000			$	500,000			$	9,500,000

 

	(1)	Estimated expenses to be paid by the Issuer including payment of any underwriting or placement commissions, discounts or expense.
	(2)	All expenses of this offering shall be borne by the Issuer.

 

Our Independent Registered Public Accounting Firm has raised substantial doubt about our ability to continue as a going concern.

 

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 6 before purchasing our common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The Company is a Shell Company as defined in the Exchange Act of 1934.

 

The date of this prospectus is July 8, 2016.

 

 

TABLE OF CONTENTS 

 

 

Prospectus Summary	5
Risk Factors	6
Cautionary Note Regarding Forward-Looking Statements	9
Use of Proceeds	10
Capitalization	11
Dilution	11
				Additional
		Stock								Stock								Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance October 3, 2014 - Inception			-			$	-				-			$	-			$	-			$	-			$	-
Issuance of common stock to founder			100,000				100				-				-				(100	)			-				-
Issuance of preferred stock to founder			-				-				20,000,000				20,000				(20,000	)			-				-
Net Loss			-				-				-				-				-				(50,387	)			(50,387	)
Balance December 31, 2014			100,000			$	100				20,000,000			$	20,000			$	(20,100	)		$	(50,387	)		$	(50,387	)
Net Loss			-				-				-				-				-				(14,891	)			(14,891	)
Balance December 31, 2015			100,000			$	100				20,000,000			$	20,000			$	(20,100	)		$	(65,278	)		$	(65,278	)

 

See accompanying notes to Financial Statements.

 

  

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

STATEMENT OF CASHFLOWS

 

						For the Period from
		For the Year				October 3, 2014
		Ended				(Inception) to
		December 31, 2015				December 31, 2014
Cash Flows from Operating Activities:
Net Loss		$	(14,891	)		$	(50,387	)
Adjustments to reconcile net loss to net cash used in operating activities:
Related party note payable issued for expenses paid on behalf of the Company			-				50,000
Changes in operating assets and liabilities:
Accounts payable			3,377				-
Accrued interest on related party loan			1,500				387
Net cash used in operating activities			(10,014	)			-
Cash Flows from Financing Activities:
Advances from related party			10,014				-
Net cash provided by financing activities			10,014				-
NET DECREASE IN CASH			-				-
CASH AT BEGINNING OF THE PERIOD			-				-
CASH AT THE END OF THE PERIOD		$	-			$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock to founder		$	-			$	100
Issuance of preferred stock to founder		$	-			$	20,000

 

See accompanying notes to Financial Statements.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of Help International, Inc. (“the Company”) (formerly known as Help Worldwide, Inc.) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

 

Organization and Nature of Business

 

Help International, Inc. (the Company) was incorporated in the State of Nevada on October 3, 2014. On March 30, 2016, the Company changed its name from Help Worldwide, Inc., to Help International, Inc. The Company intends to license a unique patented technology that provides a way consumer loyalty is tracked, rewarded and distributed for the benefit of non-profit organizations, although no license agreements have been entered into as of December 31, 2015. HELP stands for the Humanitarian Empowerment Loyalty Program and its goal is to generate charitable donations with everyday shopping. Help International intends to create a loyalty Membership card incorporating points, discounts, rewards and charitable giving.

 

With a Help International Membership, members can earn points, discounts, deals, rewards, and cash back all while supporting a charity of their choice. This card can be swiped at any merchant and with the Membership; the member earns rewards no matter how they choose to pay: cash, check, credit or debit card. By joining Help International, members are able to support charitable causes in their local communities and/or globally with every transaction at a participating merchant.

 

The Company has no operating history other than organizational matters.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

 

Loss Per Share

 

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were 20,000,000 convertible preferred shares, convertible at 10 common shares for each preferred share, issued and outstanding for the period from inception through December 31, 2015 which were excluded from the calculation of diluted EPS due to their anti-dilutive effect.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

Use of Estimates

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Stock-Based Compensation Policy

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

The Company had no stock-based compensation plans December 31, 2015 and 2014.

 

The Company’s stock based compensation for the year December 31, 2015 and from October 3, 2014 (date of inception) through December 31, 2014 was zero.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

Income Taxes

 

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited.

 

Recently Issued Accounting Pronouncements

 

In the period ended December 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The early adoption of this ASU allows the company to remove the inception to date information and all references to development stage

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Related Party

 

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

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company has a working capital deficit and has suffered recurring losses since inception. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

NOTE 3 – STOCKHOLDERS’ EQUITY

 

On November 14, 2014, the Company issued the 20,000,000 preferred A shares to Richard G. Stewart, our officer and director. The preferred A shares are entitled to participate in dividends, are convertible into ten (10) shares of common stock as fully paid and non-assessable common stock and shall have ten (10) votes for each share of preferred A shares. This issuance of stock represents the initial capitalization of the company and was accounted for as founder shares.

 

On October 3, 2014, the Company entered into a consulting agreement whereby the Company will issue 100,000 common shares in exchange for the consulting services. Pursuant to this agreement, 100,000 shares were issued on November 14, 2014. Because the company was newly formed and did not have any assets or operations, the shares were deemed to have a nominal value.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On October 3, 2014, Help International, Inc. – Delaware, a separate company owned by Richard G. Stewart, paid $50,000 for services on behalf of the Company. Richard G. Stewart is the sole director of the Company and holds 20,000,000 shares of preferred stock. Of the $50,000, $45,000 was paid to Excelsior in exchange for consulting services. Excelsior holds 100,000 shares of common stock in the Company. The $50,000 is accounted for as a loan payable to related party as of December 31, 2015 and 2014 and matures August 25, 2017. This loan accrues interest at 3%. The interest expense for the year ended December 31, 2015 is $1,500. The interest expense from October 3, 2014 to December 31, 2014 is $387. Outstanding accrued interest on this related party loan was $1,887 and $387 as of December 31, 2015 and 2014, respectively.

 

During 2015, Help International, Inc. – Delaware, a separate company owned by Richard G. Stewart, made advances to the Company to fund operations totaling $10,014. These advances are unsecured and bear no interest. Since the Company’s inception, Help International – Delaware has also provided the Company with a small office space located at 21050 Centre Pointe Parkway, Santa Clarita, CA 91350. This office space is provided free of charge until the Company establishes itself and it receives funding once the S-1 is approved. The value of the free office space is immaterial to the overall financial statements of the Company.

 

NOTE 5 – INCOME TAXES

 

The net operating loss carryover is $65,278 and $50,387 as of December 31, 2015 and 2014, respectively. $50,387 will expire in 2034 and $14,891 will expire in 2035. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:

 

		December 31, 2015				December 31, 2014
Deferred tax asset attributable to:
Net operating loss carryover		$	22,847			$	17,635
Valuation allowance			(22,847	)			(17,635	)
Net deferred tax assets		$	-			$	-

 

NOTE 6 – SUBSEQUENT EVENT

 

The Company has evaluated subsequent events after the balance sheet through July 8, 2016, the date these financial statements were available to be issued and determined that there were none to disclose, other than the following:

 

During the period from January 1, 2016 through July 8, 2016, Help International, Inc. – Delaware, a separate company owned by Richard G. Stewart, made advances to the Company to fund operations totaling $12,707. These advances are unsecured, bear no interest and due on demand.

 

 

HELP INTERNATIONAL, INC.

BALANCE SHEETS

(UNAUDITED)

 

		March 31, 2016				December 31, 2015
ASSETS
CURRENT ASSETS:		$	-			$	-
Total assets		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable		$	4,230			$	3,377
Related party advances			13,816				10,014
Total current liabilities			18,046				13,391
LONG-TERM DEBT:
Loan from related party			50,000				50,000
Accrued interest on related party loan			2,261				1,887
Total long-term debt			52,261				51,887
Total liabilities			70,307				65,278
STOCKHOLDERS’ DEFICIT:
Common stock: $0.001 par value; 100,000,000 authorized, 100,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015.			100				100
Convertible Preferred A stock: $0.001 par value; 20,000,000 authorized, 20,000,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015.			20,000				20,000
Preferred B stock: $0.001 par value; 5,000,000 authorized, 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015.			-				-
Additional paid-in capital			(20,100	)			(20,100	)
Accumulated deficit			(70,307	)			(65,278	)
Total stockholders’ deficit			(70,307	)			(65,278	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	-			$	-

 

See accompanying notes to Unaudited Financial Statements.

 

 

HELP INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three				For the Three
		Months Ended				Months Ended
		March 31, 2016				March 31, 2015
OPERATING EXPENSES:
General and administrative		$	4,655			$	5,600
Total operating expenses			4,655				5,600
OTHER EXPENSE:
Interest expense			(374	)			(370	)
Total other expense			(374	)			(370	)
NET LOSS		$	(5,029	)		$	(5,970	)
Net loss per common share - basic and diluted		$	(0.05	)		$	(0.06	)
Weighted average of common shares outstanding - basic and diluted			100,000				100,000

 

See accompanying notes to Unaudited Financial Statements.

 

 

HELP INTERNATIONAL, INC.

STATEMENTS OF CASHFLOWS

(UNAUDITED)

 

		For the Three				For the Three
		Months Ended				Months Ended
		March 31, 2016				March 31, 2015
Cash Flows from Operating Activities:
Net loss		$	(5,029	)		$	(5,970	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable			853				2,100
Accrued interest on related party loan			374				370
Net cash used in operating activities			(3,802	)			(3,500	)
Cash Flows from Financing Activities:
Advances from related party			3,802				3,500
Net cash provided by financing activities			3,802				3,500
NET DECREASE IN CASH			-				-
CASH AT BEGINNING OF THE PERIOD			-				-
CASH AT THE END OF THE PERIOD		$	-			$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

See accompanying notes to Unaudited Financial Statements.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

 

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Help International, Inc. (the Company) was incorporated in the State of Nevada on October 3, 2014. On March 30, 2016, the Company changed its name from Help Worldwide, Inc. to Help International, Inc. Help International intends to license a unique patented technology that provides a way consumer loyalty is tracked, rewarded and distributed for the benefit of non-profit organizations, although no license agreements have been entered into as of March 31, 2016. HELP stands for the Humanitarian Empowerment Loyalty Program and its goal is to generate charitable donations with everyday shopping. Help International intends to create a loyalty Membership card incorporating points, discounts, rewards and charitable giving.

 

With a Help International Membership, members can earn points, discounts, deals, rewards, and cash back all while supporting a charity of their choice. This card can be swiped at any merchant and with the Membership; the member earns rewards no matter how they choose to pay: cash, check, credit or debit card. By joining Help International, members are able to support charitable causes in their local communities and/or globally with every transaction at a participating merchant.

 

The Company has no operating history other than organizational matters.

 

NOTE 2 – BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company as of December 31, 2015 and for the year then ended and notes thereto contained in the information filed as part of the Company’s Form S-1, which financial statements are included elsewhere herein.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company has working capital deficit as of March 31, 2016 and has suffered recurring losses since inception. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

 

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

On November 14, 2014, the Company issued 20,000,000 preferred A shares to Richard G. Stewart, our officer and director. The preferred A shares are entitled to participate in dividends, are convertible into ten (10) shares of common stock as fully paid and non-assessable common stock and shall have ten (10) votes for each share of preferred A shares. This issuance of stock represents the initial capitalization of the company and was accounted for as founder shares.

 

On October 3, 2014, the Company entered into a consulting agreement whereby the Company will issue 100,000 common shares in exchange for the consulting services. Pursuant to this agreement, 100,000 shares were issued on November 14, 2014. Because the company was newly formed and did not have any assets or operations, the shares were deemed to have a nominal value.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On October 3, 2014, Help International, Inc. – Delaware, a separate company owned by Richard G. Stewart, paid $50,000 for services on behalf of the Company. Richard G. Stewart is the sole director of the Company and holds 20,000,000 shares of preferred stock. Of the $50,000, $45,000 was paid to Excelsior in exchange for consulting services. Excelsior holds 100,000 shares of common stock in the Company. The $50,000 has a stated maturity date of August 25, 2017, is accounted for as a loan payable to related party and will be repaid as soon as the Company secures the funds. This loan accrues interest at 3%. The interest expense for the three months ended March 31, 2016 and 2015 was $374 and $370, respectively. Outstanding accrued interest on this related party loan was $2,261 and $1,887 as of March 31, 2016 and December 31, 2015, respectively.

 

HWWID also pays, on the Company’s behalf, expenses of the Company. For the three months ended March 31, 2016, HWWID paid$10,014. There is no interest accrued on the balance due to HWWID related to these advances and the balance is due on demand. The outstanding balance on these related party advances was $13,816 and $10,014 as of March 31, 2016 and December 31, 2015, respectively. Since the Company’s inception, Help International – Delaware has also provided the Company with a small office space located at 21050 Centre Pointe Parkway, Santa Clarita, CA 91350. This office space is provided free of charge until the Company establishes itself and it receives funding once the S-1 is approved. The value of the free office space is immaterial to the overall financial statements of the Company.

 

 

HELP INTERNATIONAL, INC.

(FORMERLY KNOWN AS HELP WORLDWIDE, INC.)

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

 

 

NOTE 6 – SUBSEQUENT EVENT

 

The Company has evaluated subsequent all events that occurred after the balance sheet date through July 8, 2016, the date these financial statements were available to be issued, and determined there are no events to disclose, other than the following:

 

During the period from April 1, 2016 through July 8, 2016, Help International, Inc. – Delaware, a separate company owned by Richard G. Stewart, made advances to the Company to fund operations totaling $8,905. These advances are unsecured, bear no interest and due on demand.

 

 

Dealer Prospectus Delivery Obligation

 

Until_______________________________________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table). 

 

SEC Registration		$	1,162
Legal Fees and Expenses			5,000
Accounting Fees*			3,500
Miscellaneous*			50,338
Total		$	60,000

 

* Estimated

 

The Issuer will pay all fees and expenses associated with this offering.

 

Item 14. Indemnification of Directors and Officers

 

Article XI, Section 43 of our bylaws contains provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language as Section 78.7502 of the Nevada Revised Statutes. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify it’s officers, directors, employees and agents, subject to the limitations provided in Nevada Revised Statutes 78.7502, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.

 

Item 15. Recent Sales of Unregistered Securities

 

Prior to December 31, 2014, we issued a total of 100,000 common shares and 20,000,000 preferred A shares to management and a consultant. The issuances of the shares to the investors were exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D.

  

Item 16. Exhibits

 

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation of Help International, Inc. dated October 3, 2014*
3.2	Bylaws dated November 14, 2014*
5.1	Opinion of Harold P. Gewerter, Esq.*
10.7	Subscription Agreement.*
23.1	Consent of Malone Bailey, LLP

 

* Previously filed.

 

Item 17. Undertakings

 

The undersigned hereby undertakes:

 

(1)            to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

 

(i)

include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

reflect in the prospectus any facts or events which, individually or together, represent a Companyamental change in the information in the information 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  

(iii)

include any additional or changed material information on the plan of distribution.

 

(2)           that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

 

(3)            to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

 

(4)           that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer 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 small business issuer 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 small business issuer 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 small business issuer or used or referred to by the undersigned small business issuer;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser

 

(5)          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.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the 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 Commission such indemnification is against public policy as expressed in the Securities 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 directors, officers 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 counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     

     

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, NV on July 8, 2016.

 

	Help International, Inc.
	By:	/s/ Richard Stewart
	Richard Stewart, President, CEO, Sec., Treas.,
	Chairman of the Board, Principal Executive Officer, Principal Accounting
	Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on July 8, 2016.

 

	Help International, Inc.
	By:	/s/ Richard Stewart
	Richard Stewart, President, CEO, Sec., Treas.,
	Chairman of the Board, Principal Executive Officer, Principal Accounting
	Officer