Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
Commission file number 333-198772
Gogo Baby, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 90-0998139
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5745 Kearny Villa Rd. #102
San Diego, CA 92123
(858)492-1288
(Address of Principal Executive Offices, Zip Code & Telephone Number)
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
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, 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)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of March 18, 2016, the registrant had 36,550,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
GOGO BABY, INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 6
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Mine Safety Disclosures 9
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 8. Financial Statements and Supplementary Data 16
Item 9A. Controls and Procedures 29
Item 9B. Other Information 30
Part III
Item 10. Directors and Executive Officers 31
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 33
Item 13. Certain Relationships and Related Transactions 19
Item 14. Principal Accounting Fees and Services 34
Part IV
Item 15. Exhibits 34
Signatures 35
2
PART I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-K 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. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. 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 annual 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.
ITEM 1. BUSINESS
GENERAL INFORMATION
Gogo Baby, Inc. (the "Company") was incorporated on February 22, 2013. As of
December 31, 2015 the Company had a cash balance of $416. 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.
3
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.
GoGo Baby, Inc. was incorporated 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.
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
4
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.
5
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.
REPORTS TO SECURITY HOLDERS
We make available an annual report including audited financials on Form 10-K to
security holders. We file the necessary reports with the SEC pursuant to the
Exchange Act, including but not limited to, reports on Form 8-K, annual reports
on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding the
Company and filed with the SEC at http://www.sec.gov.
ITEM 1A. 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
Annual Report on Form 10-K 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
6
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 in the future there 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.
7
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.
8
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.
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.
ITEM 2. PROPERTIES
We do not currently own any property. We are currently operating out of the
premises of our President on a rent free basis during our development stage. We
consider our current principal office space arrangement adequate and will
reassess our needs based upon the future growth of the company.
We do not have any investments or interests in any real estate. We do not invest
in real estate mortgages, nor do we invest in securities of, or interests in,
persons primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.
ITEM 4. MINE SAFETY DISCLOSURES
None.
9
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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.
MANNER AND PLAN OF DISTRIBUTION
GoGo Baby, Inc. filed a 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 distributed
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. 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.
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
in 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.
10
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.
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 unless extended for an additional 90 days
by the Board of Directors.
11
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.
Our common stock has been listed on the Pink Sheets under the symbol GGBY as of
January 11, 2016. There has been no active trading of the stock. Listing
requirements include being a reporting company under the Securities Exchange Act
of 1934 and having all required reports current, which the company has done.
Prior to the distribution, there were three common shareholders. After the
distribution, there are 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.
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.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We have generated no revenue since inception and have incurred no research or
development expenses through December 31, 2015.
As of December 31, 2015 the Company has spent $21,991 on general and
administrative expenses and $1,168 on interest expense, resulting in a net loss
of $23,159.
12
The following table provides selected financial data about our company for the
period from the date of incorporation through December 31, 2015 and 2014. For
detailed financial information, see the financial statements included in this
report.
Balance Sheet Data: 12/31/15 12/31/2014
------------------- -------- ----------
Cash $ 416 $ 4,345
Total assets $ 421 $ 4,350
Total liabilities $ 39,081 $ 19,851
Shareholders' deficit $(38,660) $(15,501)
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, 2015 was $416. 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.
To become profitable and competitive, we must implement our business plan and
generate revenue and raise additional capital.
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
13
statements from inception (February 22, 2013) through December 31, 2015 report
no revenues and net losses of $43,165.
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of a promissory note. As of December 31, 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 December
31, 2015, the loan was extended to December 31, 2017.
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.
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 December 31, 2015, accrued interest is $1,519, and December 31, 2014 is
$351.
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
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.
14
APRIL 1, 2015 TO JUNE 30, 2015
* Complete version for demo to manufacturers of car seats and toys
JULY 1, 2015 TO DEC 31, 2015
* Completed new version for testing
FUTURE PLANS
JANUARY 1, 2016 TO JUNE 30, 2016
* Test latest version on new model 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.
15
ITEM 8. FINANCIAL STATEMENTS
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. (the
"Company") as of December 31, 2015 and 2014, and the related statements of
operations, changes in shareholders' equity (deficit) and cash flows for the
years ended December 31, 2015 and 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, 2015 and 2014, and the result of its operations and its cash flows for the
years ended December 31, 2015 and 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.
March 18, 2016
San Diego, CA. 92111
Registered with the Public Company Accounting Oversight Board
16
GoGo Baby, Inc.
Balance Sheets
--------------------------------------------------------------------------------
As of As of
December 31, December 31,
2015 2014
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 416 $ 4,345
-------- --------
TOTAL CURRENT ASSETS 416 4,345
OTHER ASSETS
Intangible Assets, net 5 5
-------- --------
TOTAL OTHER ASSETS 5 5
-------- --------
TOTAL ASSETS $ 421 $ 4,350
======== ========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 5,562 $ 500
Promissory notes payable--long tem notes due in one year 15,000 19,000
Accrued interest 1,111 351
-------- --------
TOTAL CURRENT LIABILITIES 21,673 19,851
LONG-TERM LIABILITIES
Accrued interest 408 --
Promissory note payable 17,000 --
-------- --------
TOTAL LONG-TERM LIABILITIES 17,408 --
-------- --------
TOTAL LIABILITIES 39,081 19,851
STOCKHOLDERS' DEFICIT
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of December 31, 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 December 31, 2015 and December 31, 2014 3,655 3,655
Additional paid-in capital 850 850
Deficit accumulated (43,165) (20,006)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (38,660) (15,501)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 421 $ 4,350
======== ========
The accompanying notes are an integral part of these financial statements
17
GoGo Baby, Inc.
Statements of Operations
(Audited)
--------------------------------------------------------------------------------
Year Ended Year Ended
Ended Ended
December 31, December 31,
2015 2014
------------ ------------
REVENUES
Revenues $ -- $ --
------------ ------------
TOTAL REVENUES -- --
GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 10,491 3,120
R & D - Pre-Production process 1,000 --
Professional fees 10,500 11,200
------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 21,991 14,320
------------ ------------
LOSS FROM OPERATION (21,991) (14,320)
------------ ------------
OTHER EXPENSE
Interest expense 1,168 351
------------ ------------
TOTAL OTHER EXPENSES 1,168 351
------------ ------------
NET INCOME (LOSS) $ (23,159) $ (14,671)
============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 36,550,000 25,591,096
============ ============
The accompanying notes are an integral part of these financial statements
18
GoGo Baby, Inc.
Statement of changes in Shareholders' Equity (Deficit)
For the years from December 31, 2013 to ended December 31, 2015
--------------------------------------------------------------------------------
Common Stock Additional
--------------------- Paid-in Deficit
Shares Amount Capital Accumulated Total
------ ------ ------- ----------- -----
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 36,550,000 $ 3,655 $ 850 $(20,006) $(15,501)
========== ======= ======= ======== ========
Loss for the period ending December 31, 2015 (23,159) (23,159)
---------- ------- ------- -------- --------
BALANCE, DECEMBER 31, 2015 36,550,000 $ 3,655 $ 850 $(43,165) $(38,660)
========== ======= ======= ======== ========
The accompanying notes are an integral part of these financial statements
19
GoGo Baby, Inc.
Statements of Cash Flows
--------------------------------------------------------------------------------
Year Ended Year Ended
Ended Ended
December 31, December 31,
2015 2014
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(23,159) $(14,671)
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 5,062 500
Increase in accrued interest 1,168 351
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (16,929) (13,820)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Intangible Assets -- --
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer -- --
Increase in notes payable - related party 13,000 15,000
Issuance of common stock -- 2,500
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 13,000 17,500
-------- --------
NET INCREASE (DECREASE) IN CASH (3,929) 3,680
CASH AT BEGINNING OF PERIOD 4,345 665
-------- --------
CASH AT END OF PERIOD $ 416 $ 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
20
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 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'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 equity interests issued), measurement is based on either the cost which shall
be measured based on the fair value of the
21
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
consideration given or the fair value of the assets (or net assets) acquired,
whichever is more clearly evident and, thus, more reliably measurable.
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:
22
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
* 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.
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 2014, the Financial Accounting Standards Board ("FASB") issued Accounting
Standard Update ("ASU") 2014-09 - Revenue From Contracts with Customers, which
will supersede nearly all existing revenue recognition guidance under U.S. GAAP.
The core principal of this ASU is that an entity should recognize revenue when
it transfers promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for
23
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
those goods or services. This ASU also requires additional disclosure about the
nature, amount, timing and uncertainty of revenue and cash flows arising from
customer contracts, including significant judgments and changes in judgments and
assets recognized from costs incurred to obtain or fulfill a contract.
In June 2014, the Financial Accounting Standards Board issued Accounting
Standards Update No. 2014-10, which eliminated certain financial reporting
requirements of companies previously identified as "Development Stage Entities"
(Topic 915). The amendments in this ASU simplify accounting guidance by removing
all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to
audit, audit costs by eliminating the requirement for development stage entities
to present inception-to-date information in the statements of income, cash
flows, and shareholder equity. Early application of each of the amendments is
permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business
entities) or made available for issuance (other entities). Upon adoption,
entities will no longer present or disclose any information required by Topic
915. The Company has adopted this standard.
The original effective date for ASU 2014-09 would have required the Company to
adopt beginning in its first quarter 2017. In July 2015, the FASB voted to amend
ASU 2014-09 by approving a one year deferral of the effective date as well as
providing the option to early adopt the standard on the original effective date.
Accordingly, the Company may adopt the standard in either its first quarter of
2017 or 2018. The new revenue standard may be applied retrospectively to each
prior period presented or retrospectively with the cumulative effect recognized
as of the date of adoption. The Company is currently evaluating the timing of
its adoption and the impact of adopting the new revenue standard on its
consolidated financial statements.
In April 2015, the FASB issued ASU2015-03, Imputation of Interest, requiring
entities to present debt issuance costs related to a debt liability as a
reduction of the carrying amount of the liability. In August 2015, the FASB
issued ASU 2015-15 to provide additional guidance related to debt issuance costs
related to line-of-credit arrangements. The guidance is effective for annual and
interim periods beginning after December 15, 2015, and early adoption is
permitted. The Company is evaluating the impact, if any, that the adoption of
this guidance will have on the Company's consolidated financial statements and
related disclosures.
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.
24
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
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, 2015 is $5.
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, 2015 the Company had a net operating
loss carry-forward of approximately $43,165. 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,
2015 2014
-------- --------
Net loss before income taxes per financial statements $ 43,165 $ 20,006
Income tax rate 34% 34%
Income tax recovery (14,676) (6,802)
Permanent differences -- --
Temporary differences -- --
Valuation allowance change 14,676 6,802
-------- --------
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, 2015 are as follows:
25
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
NOTE 4 - PROVISION FOR INCOME TAXES- CONTINUED
December 31, December 31,
2015 2014
-------- --------
Net operating loss carryforward $ 14,676 $ 6,802
Valuation allowance (14,676) (6,802)
-------- --------
Net deferred income tax asset $ -- $ --
======== ========
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
$43,165 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.
26
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
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.
NOTE 8 - 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 December 31, 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 December
31, 2015, the loan was extended to December 31, 2017.
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.
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 December 31, 2015, accrued interest is $1,519. and December 31, 2014 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
27
GoGo Baby, Inc.
Notes to Financial Statements
December 31, 2015
NOTE 9 - STOCK TRANSACTIONS - CONTINUED
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, 2015 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, 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.
NOTE 11 - SUBSEQUENT EVENT
On February 26, 2016, the Company received a $5,000 loan. This loan is at 4%
interest with principle and interest all due on or before February 26, 2018.
28
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of December 31, 2015, based on the framework set forth
29
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management intends to improve its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended December 31,
2015 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
30
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICER
The Executive Officers and Directors of the Company and their ages are as
follows:
Name Age Position Date Elected
---- --- -------- ------------
Malcolm Hargrave 51 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.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.
ITEM 11. 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.
31
SUMMARY COMPENSATION TABLE
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 2015 0 0 0 0 0 0 0 0
Hargrave 2014 0 0 0 0 0 0 0 0
President, 2013 0 0 0 0 0 0 0 0
CEO, CFO and
Director
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
32
There are no current employment agreements between the company and its officer
and director.
On May 29, 2013 a total of 10,000,000 shares 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.
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of a promissory note. As of December 31, 2015, the amount due to
Malcolm Hargrave was $32,000.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2015, 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.
Shares/Percent as Shares/Percent after
Beneficial Owner of December 31, 2015 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 December 31, 2015
33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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.
Since inception the Company received cash totaling $32,000 from Malcolm Hargrave
in the form of a promissory note. As of December 31, 2015, the amount due to
Malcolm Hargrave was $32,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the Company for audit services, including quarterly
reviews, were $12,500 for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended December 31,
2015.
The total fees charged to the Company for audit services, including quarterly
reviews, were $6,000 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended December 31, 2014.
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Included in our S-1 filing under Commission File Number 333-198772.
34
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.
March 18, 2016 Gogo Baby, Inc., Registrant
By: /s/ Malcolm Hargrave
---------------------------------------------------------
Malcolm Hargrave, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial 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.
March 18, 2016 Gogo Baby, Inc., Registrant
By: /s/ Malcolm Hargrave
---------------------------------------------------------
Malcolm Hargrave, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
3
