Item 1 Business
Overview
Helpeo, Inc. (“we,” “our,” “us,” or “the Company”) was incorporated on January 19, 2010 under the laws of the State of Nevada.
We are in the process of developing a proprietary software interface for targeted vendors to work with alternative and established lenders to provide consumer financing for various household and commercial needs. We anticipate a viable product to be introduced into the marketplace during 2013 through an outsourced sales force.
Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business.
Competition
The market for commercial software is highly competitive. We face competition from various commercial software products and from alternative platforms and devices. We believe we can compete effectively by giving customers choice, value, flexibility, security, an easy-to-use interface, compatibility with a broad range of hardware and software applications, including those that enable productivity, and the support network for our software products.
Customers
We anticipate our customers to include individual consumers, small and medium sized organizations and enterprises.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Employees
We do not currently have any employees.
Subsidiaries
We do not currently have any subsidiaries.
Item 1A
Item 1A Risk Factors
Not required for a smaller reporting company.
Item 1B
Item 1B Unresolved Staff Comments
Not required for a smaller reporting company.
Item 2
Item 2 Properties
We maintain our principal office at 2203 Timberloch Place, The Woodlands, Texas 77380.
Item 3
Item 3 Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.
Item 4
Item 4 Mine Safety Disclosures
Not applicable.
PART II
Item 5
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock is listed to trade in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol “HLPN”. We have been eligible to participate in the OTC Bulletin Board since December 21, 2010.
The following table sets forth the quarterly high and low bid prices for our Common Stock during the last two fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
As of April 10, 2013, there was no trading activity for the common stock on the OTC Bulletin Board.
Holders
As of December 31, 2011, we had 36 holders of our common stock.
Dividend Policy
The payment of dividends in the future rests within the discretion of our Board of Directors and will depend upon our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.
Equity Compensation Plan Information
None.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6
Item 6 Selected Financial Data
Not required for smaller reporting companies.
Item 7
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.
For the year ended December 31, 2011 and for the period from January 19, 2010 (inception) to December 31, 2010:
We did not generate any revenue during the year ended December 31, 2011 or during the period from January 19, 2010 (inception) to December 31, 2010. During this development stage, we were primarily focused on corporate organization, the initial public offering and the development of our business plan.
Our total expenses for the year ended December 31, 2011 were $16,137 for general, administrative and interest expenses, as compared to $97,368 for the period from January 19, 2010 (inception) to December 31, 2010. The largest components of general and administrative expense during these periods were professional fees in the amounts of $13,195 and $92,165, respectively.
Our net loss for the year ended December 31, 2011 was $16,137 as compared to a net loss of $97,368 for the period from January 19, 2010 (inception) to December 31, 2010.
For the period from January 19, 2010 (inception) to December 31, 2011:	
We did not generate any revenue during the period from January 19, 2010 (inception) to December 31, 2011. During this development stage, we were primarily focused on corporate organization, the initial public offering and the development of our business plan.
Our total expenses for the period from January 19, 2010 (inception) to December 31, 2011 were $113,505 for general, administrative and interest expenses. The largest components of general and administrative expense during this period were professional fees in the amount of $105,360.
Our accumulated deficit for the period from January 19, 2010 (inception) to December 31, 2011 was $113,505.
Liquidity and Financial Condition
As of December 31, 2011 we had no current assets, current liabilities of $21,085 and a working capital deficit of $21,085 as compared to current asset of $957, current liabilities of $6,325 and working capital deficit of $5,368 at December 31, 2010.
Operating Activities
During the year ended December 31, 2011, we used cash in the amount of $7,653 for operating activities. This includes a net loss of $16,137, imputed interest of $420, a decrease in prepaid expense of $69 and a $7,995 increase in accounts payable.
By comparison, during the year ended December 31, 2010, we used cash in the amount of $91,112 for operating activities. This includes a net loss of $97,368, an increase in prepaid expense of $69 and a $6,325 increase in accounts payable.
During the period from January 19, 2010 (inception) to December 31, 2011, we used $98,765 of cash in operating activities. This included a net loss of $113,505, imputed interest of $420, and a $14,320 increase in accounts payable.
Investing Activities
There were no investing activities for the year ended December 31, 2011, for the period from January 19, 2010 (inception) to December 31, 2010, or for the period from January 19, 2010 (inception) to December 31, 2011.
Financing Activities
During the year ended December 31, 2011, we received advances from a former officer of $6,765 for total cash provided by financing activities of $6,765.
During the year ended December 31, 2010, we received advances from a former officer in the amount of $5,000, repaid $5,000 to the former officer, received $40,000 in the form of a note payable, repaid the $40,000 note payable and received proceeds from the issuance of common stock in the amount of $92,000 for total cash provided by financing activities of $92,000.
From January 19, 2010 (inception) to December 31, 2011, we received advances from a former officer in the amount of $11,765, repaid $5,000 to the former officer, received $40,000 in the form of a note payable, repaid the $40,000 note payable and received proceeds from the issuance of common stock in the amount of $92,000 for total cash provided by financing activities of $98,765.
Going Concern
As reflected in the accompanying financial statements, we had a net loss of $16,137, net cash used in operations of $7,653 and a working capital deficit and stockholders’ deficit of $21,085 at December 31, 2011. We had no revenues and incurred losses since inception resulting in a deficit accumulated during the development stage of $113,505.
We anticipate that it will continue to generate losses from operations in the near future raising substantial doubt about our ability to continue as a going concern. Our ability to continue operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets until such time that funds provided by operations are sufficient to fund working capital requirements.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Summary of Significant Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our financial statements:
Development Stage
Our financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include strategic planning, raising capital and developing revenue-generating opportunities through the acquisition and development of our software. We have not generated any revenues since inception.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities, at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less. There were no cash equivalents as of December 31, 2011 and 2010, respectively.
Revenue Recognition Policy
Revenue will be recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is probable. Revenue generally will be recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
Recent Accounting Pronouncements
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We are currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
Item 7A
Item 7A Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
Item 8
Item 8 Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Helpeo, Inc. (A Development Stage Company)
Houston, Texas
We have audited the accompanying balance sheet of Helpeo, Inc. (A Development Stage Company) as of December 31, 2011 and the related statements of operations, stockholders’ deficit and cash flows for the year ended. 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 audit. The financial statements of Helpeo, Inc. (A Development Stage Company) as of December 31, 2010, were audited by other auditors whose report dated February 17, 2011 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 statement 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 Helpeo, Inc. as of December 31, 2011 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
April 30, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Helpeo, Inc
We have audited the accompanying balance sheet of Helpeo, Inc. (A Development Stage Company) (the “Company”) as of December 31, 2010 and the related statement of operations, stockholders’ equity and cash flows from inception (January 19, 2010) through December 31, 2010. 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 audit.
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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement 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 Helpeo, Inc. (A Development Stage Company) as of December 31, 2010 and the related statement of operations, stockholders’ equity and cash flows from inception (January 19, 2010) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
February 17, 2011
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these financial statements.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
The accompanying notes are an integral part of these financial statements.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2011
1.DESCRIPTION OF BUSINESS
Helpeo, Inc. (the “Company”) was incorporated in the state of Nevada on January 19, 2010.
The Company is in the process of developing a proprietary software interface for targeted vendors to work with alternative and established lenders to provide consumer financing for various household and commercial needs. The Company anticipates a viable product to be introduced into the marketplace during 2013 through an outsourced sales force.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Year-End - The Company has selected December 31 as its year end.
Development Stage Company - The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include strategic planning, raising capital and developing revenue-generating opportunities through the acquisition and development of our software. The Company has not generated any revenues since inception.
Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities, at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments - The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2011
·Level 1: Observable inputs such as quoted prices in active markets;
·Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
·Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company’s financial instruments are accounts payable and notes payable. The recorded values of accounts payable and notes payable approximate their fair values based on their short-term nature. The following table presents assets that were measured and recognized at fair value as of December 31, 2011 and the year then ended on a recurring basis:
Cash - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less. There were no cash equivalents as of December 31, 2011 and 2010, respectively.
The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.
Revenue Recognition Policy - The Company will recognize revenue once pervasive evidence that an agreement exists; the product or service has been rendered; the fee is fixed and determinable based on the completion of stated terms and conditions; and collection of the amount due is reasonably assured. The Company did not realize any revenues from January 19, 2010 (inception) through December 31, 2011.
Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of December 31, 2011.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2011
Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.
Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company’s deferred tax assets, which increase income tax expense in the period when such a determination is made.
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations.
Recent Accounting Pronouncements - In October 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-04, “Technical Corrections and Improvements” in ASU No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2011
3.GOING CONCERN
As reflected in the accompanying financial statements, the Company had a net loss of $16,137, net cash used in operations of $7,653 and a working capital deficit and stockholders’ deficit of $21,085 at December 31, 2011. The Company had no revenues and incurred losses since inception resulting in a deficit accumulated during the development stage of $113,505.
The Company anticipates that it will continue to generate losses from operations in the near future raising substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets until such time that funds provided by operations are sufficient to fund working capital requirements.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
4.NOTES PAYABLE
On February 9, 2010, the Company executed an unsecured promissory note for $40,000 with a shareholder. The loan is non-interest bearing and is due on demand. The balance of the note was repaid on May 31, 2010.
5.NOTES PAYABLE - RELATED PARTY
On February 1, 2010, an entity affiliated with the Company’s former President, loaned the Company $5,000 at a rate of 5%. The balance of the note together with interest in the amount of $105 was repaid on June 22, 2010.
During the year ended December 31, 2011, the Company received advances from its former President in the amount of $6,765 for general and administrative purposes. The advances are non-interest bearing, unsecured and due on demand. Imputed interest of $420 was recorded to donated capital at 8% for the year ended December 31, 2011.
HELPEO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2011
6.INCOME TAX
The Company had net operating loss carry forwards for income tax reporting purposes of $113,085 and $97,368 as of December 31, 2011 and 2010, respectively. These carry forwards may be used to offset against future taxable income and begin to expire in the year 2030.
Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2011 and 2010 are as follows:
Through December 31, 2011, a valuation allowance has been recorded to offset the deferred tax assets related to the net operating losses.
7.STOCKHOLDERS’ EQUITY
In February 2010, the Company sold 20,000,000 shares of its $0.001 par value common stock to its founders at $0.0001 per share. The gross proceeds from the sale were $2,000.
In May 2010, the Company sold 9,000,000 shares of its $0.001 par value common stock to various accredited investors pursuant to a private placement at $0.01 per share. The gross proceeds from the sale were $90,000.
8.SUBSEQUENT EVENTS
On June 22, 2012 the Company entered into a one year, unsecured, line of credit agreement with its current President. The line of credit has a maximum borrowing capacity of $70,000 and under the agreement the Company will pay interest at a rate of 10% per year. As of April 10, 2013, the Company made draws totaling $5,662.
Item 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Former independent registered public accountant
On December 11, 2012, our Board of Directors approved the dismissal of De Joya Griffith, LLC (“De Joya Griffith”) as our independent registered public accountant.
The report of De Joya Griffith on our financial statements for the year ended December 31, 2010 contained no adverse opinion or disclaimer of opinion, and such report was not qualified or modified as to uncertainty, audit scope or accounting principle, except that the report contained a modification to the effect that there was substantial doubt as to our ability to continue as a going concern.
During the year ended December 31, 2010 there were no disagreements with De Joya Griffith on any accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of De Joya Griffith, would have caused it to make reference thereto in connection with its report on the our financial statements for such year.
No reportable event as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K has occurred during the year ended December 31, 2010.
We requested that De Joya Griffith furnish us with a letter addressed to the United States Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated March 11, 2013, is filed as Exhibit 16 to this Form 8-K.
New independent registered public accounting firm
On December 11, 2012, our Board of Directors appointed M&K CPAS, PLLC (“M&K”) as our independent registered public accounting firm for the year ended December 31, 2011.
Our Board of Directors did not consult with M&K during the year ended December 31, 2011 on any matter which was the subject of any disagreement or any reportable event as defined in Regulation S-K Item 304(a)(1)(iv) and Regulation S-K Item 304(a)(1)(v), respectively, or on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, relating to which either a written report was provided to our Board of Directors, or oral advice was provided, that M&K concluded was an important factor considered by our Board of Directors in reaching a decision as to the accounting, auditing or financial reporting issue.
Item 9A
Item 9A Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011. This evaluation was implemented under the supervision and with the participation of our officers and directors.
Based on this evaluation, management concluded that, as of December 31, 2011, our disclosure controls and procedures are ineffective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our officers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:
- We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;
- We lack sufficient resources to perform the internal audit function and do not have an Audit Committee;
- We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of three members who also serve as executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; and
- Documentation of all proper accounting procedures is not yet complete.
To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:
- Engaging consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;
- Hiring additional qualified financial personnel;
- Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and
- Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.
Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants. These initiatives will be subject to our ability to obtain sufficient future financing and subject to our ability to start generating revenue.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our officers have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2011. In making this assessment, management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of December 31, 2011, our internal control over financial reporting was ineffective.
Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles. We are in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.
Management has identified specific remedial actions to address the material weaknesses described above:
- Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and
- Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
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 our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
During the fourth quarter ended December 31, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B
Item 9B Other Information
None.
PART III
Item 10
Item 10 Directors, Executive Officers and Corporate Governance
Below are the names and certain information regarding our executive officers and directors during the year ended December 31, 2011.
The biographies of each of the officers and directors are listed below and contain information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.
J. Chris Morgando, President, CEO, Principal Accounting Officer, Treasurer, Secretary, and Director
J. Chris Morgando has been our President, Chief Executive Officer, Principal Accounting Officer, Treasurer and Secretary, and Director since inception (January 19, 2010) and is responsible for the day to day management of the Company, administrative functions, corporate filings and strategic evolution of its business. Mr. Morgando has been involved in emerging technology for over a decade as investor, director, founder and corporate identity manager for many successful ventures. Mr. Morgando currently sits on several boards of technology companies, including RESAAS Services Inc., a high-end web and mobile-based communication tool for real estate executives He also serves as a director of Itiva Digital Media, a high-end asset solution for mass audience delivery of live broadcast content over the Internet. Previously, Mr. Morgando served as CEO of CinematX Digital Inc., which successfully built and licensed several technologies including a powerful recommender and inference engine that is currently being used by TinyMassive Technologies (CNSX-TNY), an online comparison engine and retail site. Previous ventures include many start-up technology companies in which he had performed successfully as angel investor and advisor including Teleo, Inc., a VoIP system for desktop and laptop Internet telephony. Microsoft acquired Teleo, Inc. in 2005.
Mr. Morgando resigned from his position with the Company on November 12, 2012.
Wendell Brown, Director
Wendell Brown has been our Director since inception (January 19, 2010). Mr. Brown has a 30-year track record as a successful entrepreneur, visionary investor, and technological guru. As a computer scientist and entrepreneur, he is best known for his innovations in telecommunications and his early work in video game design. Mr. Brown wrote and designed several best-selling video games for Imagic video games, including Star Wars for Colecovision, Beauty and the Beast (for Mattel’s Intellivision), NovaBlast (Intellivision), and Moonsweeper (Intellivision). Mr. Brown went on to create and develop the well-known eVoice voicemail platform, the first large-pioneered techniques such as voicemail-to-email and visual voicemail, innovations later deployed by Google Voice and Apple. eVoice supplied white-label voicemail solutions to AT&T, MCI, AOL, as well as many regional companies. eVoice was acquired by AOL Time-Warner in 2001 and became part of the AOL voice services group. As co-founder, CTO and chairman of LiveOps, Inc., starting in 2001, he was the key inventor of the “work-at-home call center agent” industry. LiveOps has become the largest outsourced work-at-home call center in the world with more than 20,000 work-at-home agents. In 2004, Mr. Brown co-founded and chaired Teleo, Inc., a VoIP system that enabled desktop and laptop PC users to send and receive phone calls over the Internet. Teleo was acquired by Microsoft in 2005. Mr. Brown has also been an angel investor in various other successful startups including Ironport (acquired by Cisco in 2006), ADISN, and more. Mr. Brown has more than 20 U.S. and international patent applications issued or pending in the fields of telecommunications, electric car technology, and online music distribution.
Mr. Brown resigned from his position with the Company on November 12, 2012.
Dustin M. Lewis, Director
Dustin Lewis has been our Director since inception (January 19, 2010) and brings to the Board of Directors his many years in public accounting practice and practical financial management. Mr. Lewis is a former Chief Financial Officer of the largest taxicab and Transportation Company in Las Vegas, Nevada with annual revenues of approximately $100 million. Previously, Mr. Lewis provided various consulting and advisory services to publicly and privately held companies that had annual revenue from startup to approximately $500 million. In addition, Mr. Lewis served as an Engagement Partner for attestation services provided to public companies listed on national exchanges or NASDAQ as well as assisting public companies to prepare SEC filings (i.e. 10-K’s and 10-Q’s). Mr. Lewis has also performed merger and acquisition due diligence for various public and private companies. In addition, he has assisted companies to solicit bank financing, investor capital and venture capital as well as helping business owners through the process of evaluating and selling their companies. Among other things, Mr. Lewis has designed and implemented systems of accounting; facilitated strategic planning related to company expansion and provided recommendations to improve internal controls, internal flow of information and operations. Mr. Lewis excels in gross profit analysis for product related companies to improve profitability while also developing and implementing cost cutting measures for companies with declining revenue. Mr. Lewis is also an expert in fraud detection and prevention analysis.
Mr. Lewis resigned from his position with the Company on November 12, 2012.
Directors
Our bylaws authorize no less than one (1) director. We currently have three directors.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships among our officer and directors.
Board of Director Committees
We do not have any board committees due to the limited size of the Board and the Company, and as such the board as a whole carries out the functions of audit, nominating and compensation committees.
Compliance with Section 16(a) of the Exchange Act
Not applicable.
Item 11
Item 11 Executive Compensation
The following table sets forth the compensation paid to our officers and directors for the years ended December 31, 2011 and 2010:
(1)Chief Executive Officer, President, Treasurer, Secretary, and Director
(2)Director
(3)Director
Employment Agreements
None.
Director Compensation
None.
Equity Compensation Plans
The following table set forth information regarding the outstanding equity awards as of December 31, 2011 for our officers and directors:
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding beneficial ownership of our common stock as of January 31, 2013.
- By each person who is known by us to beneficially own more than 5% of our common stock;
- By each of our officers and directors; and
- By all of our officers and directors as a group.
(1) Unless otherwise noted, the mailing address of each beneficial owner is 871 Coronado Center Drive, Suite 200, Henderson, NV 89052.
(2) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of December 31, 2011 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
(3) Percentage based upon 29,000,000 shares of common stock issued and outstanding as of December 31, 2011.
(4) Includes 8,000,000 shares of common stock held by Paladin Ventures LLC, for which Mr. Morgando is the natural person with voting and investment control over the shares held by this entity.
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Item 13
Item 13 Certain Relationships and Related Transactions, and Director Independence
None.
Item 14
Item 14 Principal Accounting Fees and Services
The fees billed for professional services rendered by our principal accountant are as follows:
Pre-Approval Policies and Procedures
The board of directors must pre-approve any use of our independent accountants for any non-audit services. All services of our auditors are approved by our whole board and are subject to review by our whole board.
PART IV
Item 15
Item 15 Exhibits, Financial Statement Schedules
Number Exhibit
31.1 Rule 13a-14(a) Certification of Principal Executive Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
*	Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of Section 13 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.
Helpeo, Inc.
Date: April 30, 2013 /s/ John Zotos
John Zotos
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ John Zotos
Chief Executive Officer,
interim Chief Financial Officer and Director (Principal Executive, Financial April 30, 2013
John Zotos and Accounting Officer)
/s/ Frank D. Zapata
President and Director April 30, 2013
Frank D. Zapata
/s/ Richard E. Lewis
Secretary, Treasurer and Director April 30, 2013
Richard E. Lewis