Gogo Baby, Inc. (Form: S-1, Received: 09/16/2014 09:46:19)

As filed with the Securities and Exchange Commission on September 16, 2014
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933

Gogo Baby, Inc.
(Name of Small Business Issuer in its Charter)

Delaware 3944 90-0998139
(State or other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)

Gogo Baby, Inc.
5745 Kearny Villa Rd. #102
San Diego, CA 92123
(858) 492 1288 Fax: (619) 421-2653
(Address of Principal Place of Business or
Intended Principal Place of Business)

Malcolm Hargrave
Gogo Baby, Inc.
5745 Kearny Villa Road #102
San Diego, CA 92123
(858) 492 1288 Fax: (619) 421-2653
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies of Communications to:
Karen A.Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Telephone 619 475 7882
Fax 866 352 4342

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

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
Accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,

please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock 1,000,000 NA $1,000 $0.13 (1)
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(1) Calculated pursuant to Rule 457(a).

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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GOGO BABY, INC.
1,000,000 SHARES of COMMON STOCK

All of the shares of GoGo Baby, Inc. ("the Company") offered hereby are being
offered by DTH International Corporation. DTH International Corporation, the
selling shareholder, owns 1,500,000 shares of the common stock of GoGo Baby,
Inc., a Delaware Corporation. DTH International Corporation will distribute to
its shareholders approximately 1,000,000 shares of its GoGo Baby common stock
(see "Distribution"). The distribution will be made to holders of record of DTH
International Corporation common stock as of the close of business on December
31, 2013, on the basis of one share of GoGo Baby's common stock for each one
share of DTH International Corporation common stock held. The 1,000,000 shares
of the common stock distributed to DTH International Corporation shareholders
will represent approximately 2.7% of all the issued and outstanding shares of
the common stock of the Company. DTH International Corporation acquired
1,500,000 shares of the common stock of GoGo Baby on November 14, 2013, for
$1,000. After the distribution, a shareholder of GoGo Baby will control
approximately 95% of the outstanding common stock.

Neither GoGo Baby nor DTH International Corporation will receive any proceeds
since no consideration will be paid to DTH International Corporation or GoGo
Baby in connection with the distribution of these shares.

Affiliates of the Company (as that term is defined in the Securities Act of 1933
as amended) will not be able to sell common stock of the Company, received in
the distribution, after the 90-day period subsequent to the date of this
Prospectus, unless and until such shares are again registered under another
effective registration statement, or unless such sales are made pursuant to an
exemption from registration.

Shares being distributed are limited to those shareholders of DTH International
Corporation, residing in California and to non-United States residents.

GoGo Baby is not selling any shares of its common stock in this distribution and
therefore will not receive any proceeds. The Company's common stock is presently
not traded on any market or securities exchange. Although the Company intends to
apply for trading of its common stock on the OTC Bulletin Board, public trading
of its common stock may never materialize.

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the Commission passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.

GoGo Baby, Inc. does not consider itself a blank check company and does not have
any intention to engage in a reverse merger with any entity.

GoGo Baby, Inc. is an emerging growth company.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS
SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT (SEE "RISK
FACTORS" ON PAGE 4).

For purposes of qualifying pursuant to a Registration Statement filed on Form
S-1, the Company has placed an aggregate value on the 1,000,000 Shares of $1,000
or $0.001 per share (see "Determination of Offering Price").

DTH International Corporation is considered an underwriter.

The date of this Prospectus is _________, 2014

GoGo Baby is not currently subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, but will be subject to such requirements after
the distribution. It is the intention of GoGo Baby to send to each of its
shareholders an Annual Report containing certified financial statements
following the end of each fiscal year.
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TABLE OF CONTENTS

PROSPECTUS SUMMARY ......................................................... 3
OUR COMPANY ................................................................ 3
THE OFFERING ............................................................... 3
SUMMARY FINANCIAL STATUS ................................................... 3
RISK FACTORS ............................................................... 4
THE DISTRIBUTION ........................................................... 11
MANAGEMENT'S DISCUSSION AND ANALYSIS ....................................... 12
BUSINESS ................................................................... 16
MANAGEMENT ................................................................. 17
PRINCIPAL SHAREHOLDERS ..................................................... 21
CERTAIN TRANSACTIONS ....................................................... 22
DESCRIPTION OF SECURITIES .................................................. 22
PENNY STOCK RULES .......................................................... 23
LEGAL MATTERS .............................................................. 24
EXPERTS .................................................................... 24
FINANCIAL STATEMENTS ....................................................... 24

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PROSPECTUS SUMMARY

This entire Prospectus and our consolidated financial statements and related
notes should be read carefully. There is more detailed information in other
places of the Prospectus. Unless the context requires otherwise, 'we,' 'us,'
'our,' and similar terms refer to GoGo Baby, Inc.

OUR COMPANY

GoGo Baby, Inc. was incorporated in Delaware on February 22, 2013. Our address
and telephone numbers are 5745 Kearny Villa Road, San Diego, CA, 92123;, Fax
(619) 421-2653. GoGo Baby, Inc. does not consider itself a blank check company
and does not have any intention to engage in a reverse merger with any entity in
an unrelated industry.

SUMMARY OF THE OFFERING

Securities Offered (1) This prospectus covers the distribution as a dividend
of 1,000,000 shares of common stock of GoGo Baby, Inc.
by DTH International Corporation , Inc., which
constitutes approximately 3% of the common stock.

The distribution will be made to holders of record of
DTH International Corporation stock as of the close of
business on December 31, 2013, on the basis of one
share of GoGo Baby's common stock for each share of DTH
International Corporation, common stock held.

Number of Shares of:
Common Stock
Outstanding: 36,550,000 shares

Risk Factors: The shares of the common stock involve a high degree of
risk. Holders should review carefully and consider the
factors described in "Risk Factors."

SUMMARY FINANCIAL INFORMATION

The following tables set forth for the periods indicated selected financial
information for GOGO BABY, INC.

SUMMARY BALANCE SHEET DATA:

As of
June 30, 2014
-------------

Current Assets: $ 8,537
Total Assets: $ 8,542

Total Liabilities: $ 10,040
Shareholders Equity $ (1,498)

SUMMARY STATEMENT OF OPERATIONS DATA:

February 22, 2013
(inception) to
June 30, 2014
-------------
(Unaudited)

Income $ 0
Net Loss $ (6,003)

GoGo Baby has been in the development stage since February 22, 2013 and has been
actively involved in the development of its product.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.

RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NO OPERATING HISTORY OR GENERATED
ANY REVENUES. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND
COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLAN.

GoGo Baby, Inc. was incorporated February 22, 2013 and we have not realized any
revenues. We have no operating history and only one proposed product upon which
an evaluation of our future prospects can be made. Based upon current plans, we
expect to incur operating losses in future periods as we incur expenses
associated with the initial startup of our business. Further, we cannot
guarantee that we will be successful in realizing revenues or in achieving or
sustaining positive cash flow at any time in the future. Any such failure could
result in the possible closure of our business or force us to seek additional
capital through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase.

WE HAVE ONLY A PATENT PENDING AT THE PRESENT TIME. THE PATENT PENDING DOES NOT
PROVIDE THE SAME PROTECTION OF AN ISSUED PATENT.

GoGo Baby, Inc. has the rights to a patent pending not an issued patent. It is
unknown what claims that have been requested will be granted.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND/OR WE
INADVERTENTLY MAY BE INFRINGING ON THE INTELLECTUAL PROPERETY RIGHTS OF OTHERS,
WHICH COULD RESULT IN SIGNIFICANT EXPENSE AND LOSS OF INTELLECTUAL PROPERTY
RIGHTS.

If a court determines that we infringed on the rights of others, we may be
required to obtain licenses from such other parties and may be required to pay
significant sums as damages to such parties. The persons or organizations
holding the desired technology may not grant licenses to us or the terms of such
licenses may not be acceptable to us. In addition, we could be required to
expend significant resources to develop non infringing technology, or to defend
claims of infringement brought against us.

We rely on the registration of patents and trademarks, as well as on compliance
with trade secret laws and confidentiality agreements. We may need to expend
significant resources to protect and enforce our intellectual property rights.

BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Mr. Hargrave, our sole officer and director, currently devotes approximately 2
hours per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.

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.

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We are in the early stages of implementing our business plan. Therefore, we have
not yet generated any revenues from operations. There can be no assurance that
we will generate revenues or that revenues will be sufficient to maintain our
business. As a result, you could lose all of your investment if you decide to
purchase shares in this offering and we are not successful in our proposed
business plans.

A FAILURE TO MEET CUSTOMER SPECIFICATIONS OR EXPECTATIONS COULD RESULT IN LOST
REVENUES, INCREASED EXPENSES, NEGATIVE PUBLICITY, CLAIMS FOR DAMAGES AND HARM TO
OUR REPUTATION AND CAUSE DEMAND FOR OUR PROPOSED PRODUCT TO DECLINE.

In addition, our customers may have additional expectations about our proposed
product. Any failure to meet customers' specifications or expectations could
result in:

* delayed or lost revenue;
* requirements to provide additional services to a customer at reduced
charges or no charge;
* negative publicity about us, which could adversely affect our ability
to attract or retain customers; and
* claims by customers for substantial damages against us, regardless of
our responsibility for such failure, which may not be covered by
insurance policies and which may not be limited by contractual terms.

OUR ABILITY TO SUCCESSFULLY MARKET OUR PROPOSED PRODUCT COULD BE SUBSTANTIALLY
IMPAIRED IF OUR PROPOSED PRODUCT AND ITS APPLICATIONS DO NOT PROVE TO BE
RELIABLE, EFFECTIVE AND COMPATIBLE.

We may experience difficulties that could delay or prevent the successful
development, introduction or marketing of our proposed product. If our proposed
product suffers from reliability, quality or compatibility problems, market
acceptance of our proposed product could be greatly hindered and our ability to
attract customers could be significantly reduced. We cannot assure you that our
proposed product will be free from any reliability, quality or compatibility
problems. If we incur increased costs or are unable, for technical or other
reasons, to install and manage our proposed product, our ability to successfully
market our proposed product could be substantially limited.

IF WE ARE UNABLE TO MAINTAIN EXISTING AND DEVELOP ADDITIONAL RELATIONSHIPS WITH
THIRD PARTY CONTRACTORS, THE SALES AND MARKETING OF OUR PROPOSED PRODUCT MAY BE
UNSUCCESSFUL.

Our services will rely on products and services of third-party contractors.
There can be no assurance that we will not experience operational problems. Our
proposed product and services may be provided through third-party contractors.

THE LOSS OF MR. HARGRAVE COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND
FUTURE DEVELOPMENT OF OUR PRODUCTS, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

Our performance is substantially dependent upon the professional expertise of
our President, Mr Hargrave. We are dependent on his ability to develop and
market our proposed product. If he were unable to perform his services, this
loss could have an adverse effect on our business operations, financial
condition and operating results if we are unable to replace him with another
individual qualified to develop and market our proposed product. The loss of his
services could result in a loss of revenues, which could result in a reduction
of the value of any shares you purchase.

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 a equity or debt offering to continue in business.

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RISKS ASSOCIATED WITH THIS DISTRIBUTION

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK."

The shares being distributed are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU RECEIVE.

We are not registered on any public stock exchange. There is presently no demand
for our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
completion of the offering and apply to have the shares quoted on the
Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filing with the SEC or applicable regulatory
authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet his filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between GoGo Baby and
anyone acting on our behalf, with any market maker regarding participation in a
future trading market for our securities. If no market is ever developed for our
common stock, it will be difficult for you to sell any shares you purchase in
this offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on a
public trading market, your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated $5,000 cost, to the
Company, of this registration statement to be paid from existing cash on hand.
The remainder will be paid by DTH International Corporation. If necessary Mr.
Hargrave, our director, has verbally agreed to loan the company funds to
complete the registration process. We plan to contact a market maker immediately
following the close of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
you to resell any shares you may purchase, if at all.

MR. HARGRAVE, THE DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 95% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE

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WILL OWN 95% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE
FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Since Mr. Hargrave controls more that 50% of the voting stock, under Delaware
law he may take any action without consulting the other shareholders. His only
obligation to the minority shareholders is to inform them of his actions in a
current time frame. Mr. Hargrave may chose to sell this control shares to
another entity without the advice or consent of the other shareholders.

Due to the amount of Mr. Hargrave's share ownership in our company, if he
chooses to sell his shares in the public market, the market price of our stock
could decrease and all shareholders suffer a dilution of the value of their
stock. If he does sell any of his common stock, he will be subject to Rule 144
under the 1933 Securities Act which will restrict his ability to sell his
shares.

LOANS FROM MR. HARGRAVE, COMPANY PRESIDENT

When Mr. Hargrave makes any loans to the Company, the terms will be decided at
the time of the loans. Since Mr. Hargrave is the sole director, this will not be
an arms length transaction. As of June 30, 2014 Mr. Hargrave had made a loan of
$10,000 to the Company. The terms were all principle and accrued interest due
two years from date of the note at 4% interest. The note is due on June 30,
2016.

NEED AND ABILITY TO RAISE ADDITIONAL CAPITAL

The Company will, in the future, most likely need to raise additional capital
through loans or equity. The Company has no agreements with any professional
organization to raise additional capital. The Company must raise additional
capital from its own resources. The Company may raise additional capital in the
form of an additional loan from its president. The Company may also offer
additional equity to its new shareholders who were shareholders of DTH
International Corporation on December 31, 2013 who will receive the stock
dividend which is the subject of this registration once this registration
statement becomes effective. If the Company needs to raise additional capital
and fails to do so, the shareholders could lose all of any investment. There is
no guarantee the Company will be able to raise additional capital.

AS AN "EMERGING GROWTH COMPANY" UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT
(JOBS), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE
REQUIREMENTS.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We will remain an emerging growth company for up to five full
fiscal years, although if the market value of our common stock that is held by
non-affiliates exceeds $700 million as of any June 30 before that time, we would
cease to be an emerging growth company as of the following December 31, or if
our annual revenues exceed $1 billion, we would cease to be an emerging growth
company the following fiscal year, or if we issue more than $1 billion in
non-convertible debt in a three-year period, we would cease to be an emerging
growth company immediately.

WE WILL ELECT TO TAKE ADVANTAGE OF THE EXTENDED TRANSITION PERIOD FOR COMPLYING
WITH NEW OR REVISED ACCOUNTING STANDARDS UNDER SECTION 102(B)(1)

This election allows us to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies
until those standards apply to private companies. As a result of this election
our financial statements may not be comparable to companies that comply with
public company effective dates.

The existing scaled executive compensation disclosure requirements for smaller
reporting companies will continue to apply for so long as the Company is an
emerging growth company, regardless of whether the Company remains a smaller
reporting company.

USE OF PROCEEDS

We will not receive any proceeds from the distribution of the common stock
registered through this prospectus.

THE DIVIDEND DISTRIBUTION BY DTH INTERNATIONAL CORPORATION

GENERAL

Approximately 4.6% of the outstanding common stock of GoGo Baby is presently
owned by DTH International Corporation DTH International Corporation is
primarily a business consulting firm. DTH International Corporation shareholders
will not be required to pay for shares of our common stock received in the
distribution or to exchange shares of DTH International Corporation in order to
receive our common stock.

MANNER AND PLAN OF DISTRIBUTION

GoGo Baby, Inc. is filing this registration statement to register the
distribution of the 1,000,000 shares by DTH International Corporation as a
dividend to its shareholders.

Pursuant to the plan of distribution, DTH International Corporation will
distribute to its common shareholders 1,000,000 shares of the common stock of
GoGo Baby. One share of GoGo Baby for each share of DTH International
Corporation, common stock held of record as of December 31, 2013. Fractional
shares will be rounded up to the next full share. DTH International Corporation
had issued and outstanding approximately 1,000,000 shares of common stock. On
December 31, 2013, DTH International Corporation had approximately 28
shareholders of record. Shares certificates of Gogo Baby will be mailed to DTH
International Corporation Shareholders along with a copy of this prospectus.

PURPOSE OF SALE AND DISTRIBUTION

The purpose of the sale of 1,000,000 shares of stock to DTH International
Corporation was to obtain a group of shareholders who could assist the Company
is raising capital. Finding a source of possible future investors may assist the
Company in furthering its business plan. This distribution will possibly provide
liquidity to the DTH International Corporation shareholders if the Company is
successful. There can be no guarantee that the Company will be successful.

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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. The following discussion is intended as general information only. It may
not be applicable to stockholders who are neither citizens nor residents of the
United States. It does not discuss the state, local, and foreign tax
consequences of the distributor. Stockholders should consult their own tax
advisors regarding the consequences of the distribution in their particular
circumstances under federal, state, local, and foreign tax laws.

DTH International Corporation will recognize a gain or loss based upon the fair
market value of the common stock at the date of the Distribution. This gain or
loss is measured by the difference between DTH International Corporation's tax
basis in the common stock distributed in the distribution and the fair market
value of that stock.

As a result of DTH International Corporation, having no current or accumulated
earnings and profits allocable to the distribution, no portion of the amount
distributed will constitute a dividend for federal income tax purposes.

Therefore, no portion of the amount received constitutes a dividend, and will
not be eligible for the dividends-received deduction for corporations. Each DTH
International Corporation stockholder will have a tax basis in GoGo Baby's
common stock distributed equally to the fair market value of the common stock
distributed on the distribution date. The distribution is not taxable as a
dividend. The distribution will be treated as a tax-free return of capital to
the extent that the fair market value of such portion of the amount received
does not exceed the stockholder's basis in the DTH International Corporation,
common stock held, and as a capital gain if and to the extent that the fair
market value of such portion is greater than such tax basis.

Any taxes payable by any recipient of shares of GoGo Baby's common stock in the
distribution will be the responsibility of such recipient.

The foregoing is only a summary of certain federal income tax consequences of
the distribution under current law and is intended for general information only.
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.

BLUE SKY LAWS

This Distribution is not being made in any jurisdictions of the United States in
which this distribution would not be in compliance with the securities or Blue
Sky laws of such jurisdiction. Only shareholders of DTH residing in the states
set forth below may obtain the shares pursuant to the Distribution. GoGo Baby
initially selected the jurisdictions in which shareholders may participate in
the distribution after determining from the shareholder records of DTH
International Corporation and from record owners the states where substantially
all the known owners reside.

IF A BENEFICIAL OWNER RESIDES IN A STATE OF THE UNITED STATES OF AMERICA NOT SET
FORTH BELOW, SUCH OWNER MAY NOT PARTICIPATE IN THE DISTRIBUTION.

CALIFORNIA

This Prospectus will be delivered to those Shareholders of DTH International
Corporation eligible to participate in this Distribution.

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NON-US RESIDENTS

Those DTH International Corporation shareholders residing outside the United
States of America will be eligible to receive the distribution.

This Prospectus relates to the shares received in the distribution to the DTH
International Corporation, shareholders. The distribution of the Company's
common stock will be made to DTH International Corporation common shareholders
without any consideration being paid and without any exchange of shares by the
shareholders of DTH International Corporation Neither DTH International
Corporation, nor the Company, will receive any proceeds from the distribution by
DTH International Corporation, of such shares of the Company's common stock, nor
from the sale of any such shares by any persons who may be deemed to be the
underwriters.

A copy of this Prospectus is being mailed to each DTH International Corporation
common shareholder of record on December 31, 2013 together with the certificate
representing the number of the GoGo Baby shares to which he is entitled. Persons
wishing to evaluate the GoGo Baby shares being distributed to them should review
this Prospectus carefully.

REASON FOR THE DISTRIBUTION

The Board of Directors of DTH International Corporation has decided that the
shares of GoGo Baby in the hands of individual shareholders will provide more
value to the DTH International Corporation shareholders than if corporately
owned. If at some future date the shares of GoGo Baby are publicly traded, then
shareholders may determine for themselves on an individual basis whether they
wish to sell their shares and obtain personal liquidity or wish to retain the
shares for possible future potential. There can be no assurance that the shares
will be publicly traded, or if so, whether the market will provide any
particular return to the shareholder.

COSTS OF DISTRIBUTION

GoGo Baby estimates that the total cost of the distribution will be
approximately $15,000. DTH International Corporation has agreed to pay all such
costs except the audit.

Direct GoGo Baby expenses:

Securities and Exchange Commission Registration Fee $ 1
Accounting and Audit Fees $5,350
------
TOTAL $5,351
======

DTH International Corporation has agreed to pay all costs, except for Audit,
incurred in connection with the distribution of the shares which are the subject
of this Registration Statement.

These are estimated as follows:

Legal $6,000
Printing 500
Transfer agent and certificate printing 1,000
Postage 200
Accounting 2,000
------
TOTAL $9,700
======

10
<PAGE>

THE DISTRIBUTION

The Issuer: GoGo Baby, Inc.

Distributing Security Holder: DTH International Corporation

Securities Being Distributed: 1,000,000 shares of our common stock, par
value $0.0001 per share.

Offering Price: There is no offering price since this is a
dividend distribution

Duration of Offering: This offering will terminate 180 days after
this prospectus is declared effective by the
SEC.

Number of Shares To Be
Distributed: 1,000,000

Common Stock Outstanding
Before and After the Offering: 36,550,000 shares of our common stock are
issued and outstanding as of the date of this
prospectus. 36,550,000 will be outstanding
after this distribution.

Use of Proceeds: We will not receive any proceeds from the
dividend to the DTH International Corporation
stockholders.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

There is not currently a public market for our common stock. After the
distribution is complete, we intend to request trading on the OTCBB (Over the
Counter Bulletin Board). We cannot assure you as to the price at which our
common stock might trade after the distribution date or whether or not GoGo Baby
can qualify for listing. Listing requirements include being a reporting company
under the Securities Exchange Act of 1934 and having all required reports
current. Upon the distribution of the shares of this offering GoGo Baby will be
a reporting company and may apply to the FENRA for listing. GoGo Baby has not
discussed market making with any broker-dealer.

Prior to the distribution, there were three common shareholders. After the
distribution, there will be 30 shareholders of common equity. DTH International
Corporation will continue to hold 500,000 unregistered shares.

There are no securities subject to outstanding warrants or options to purchase
common stock.

We have never distributed cash dividends; and, since we are a development
company, we do not foresee doing so in the future.

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.

11
<PAGE>
DETERMINATION OF OFFERING PRICE FOR DIVIDEND DISTRIBUTION

Since the distribution is a dividend by a present stockholder, there is no
offering price and no dilution to existing stockholders of GoGo Baby. For the
purpose of computing the registration fee, GoGo Baby and DTH International
Corporation have set the price per share at $0.001 per common share, which was
the book value on June 30, 2014.

According to this calculation the total price for the 1,000,000 shares is
$1,000. Such price has no relationship to GoGo Baby's results of operations and
may not reflect the true value of such common stock.

DILUTION

The common stock to be distributed to stockholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing stockholders.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this prospectus filed on Form S-1 may contain
forward-looking statements that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's services,
capital expenditures, financing needs, as well as assumptions related to the
foregoing. For this purpose, any statements contained in the S-1 filing that are
not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein.

We have generated no revenue since inception and have incurred no research or
development expenses through June 30, 2014.

As of June 30, 2014 the Company has spent $5,963 on general and administrative
expenses and $40 on interest expense, resulting in a net loss of $6,003.

The following table provides selected financial data about our company for the
period from the date of incorporation through June 30, 2014. For detailed
financial information, see the financial statements included in this prospectus.

Balance Sheet Data: 6/30/2014
------------------- ---------
Cash $ 8,537
Total assets $ 8,542
Total liabilities $ 10,040
Shareholders' equity $ (1,498)

GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. Our cash
balance at June 30, 2014 was $8,537. We believe our cash balance is 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.

12
<PAGE>
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.

PUBLIC COMPANY EXPENSE

The Company estimates its quarterly public company expense as follows:

Audit review $1,800
Accounting 450
Edgar 500
------
Total $2,750
======

LIQUIDITY AND CAPITAL RESOURCES

Our director has agreed to advance funds as needed. While he has agreed to
advance the funds he is not legally required to do so and may not for any
reason. The Company intends to make an equity offering to its new shareholders
after the distribution.

We received our initial funding of $1,000 through the sale of common stock to
Mr. Hargrave, our officer and director, who purchased 10,000,000 shares of our
common stock at $0.0001 per share on June 22, 2013. On June 9, 2014, Mr.
Hargrave purchased an additional 25,000,000 shares for $2,500. Our financial
statements from inception (February 22, 2013) through June 30, 2014 report no
revenues and net losses of $6,003. On December 31, 2013 Mr. Hargrave loaned the
Company $4,000 and on June 30, 2014 he loaned the Company an additional $6,000.

ADVERTISING AND MARKETING

There were no advertising and marketing expenses for the period ended June 30,
2014.

CORPORATE HISTORY

The Company was incorporated on February 22, 2013. As of June 30, 2014 the
Company had a cash balance of $8,537. GoGo Baby may raise additional capital
either through debt or equity. No assurances can be given that such efforts will
be successful. The Company plans to attempt to raise additional equity capital
by making an equity offering to its new shareholders as soon as possible after
the Distribution. New shareholders are the DTH International Corporation
shareholders who were shareholders on December 31, 2013 and will receive their
dividend when this registration statement is declared effective by the SEC.

BUSINESS PLAN

The Company has already developed and tested several models of it's proposed
product. The Company has a patent pending. It is the Company's intent to
approach major toy companies and child car seat companies with the intent to
sell the patent rights. If this is not successful the Company will consider
developing a model to sell on the internet.

13
<PAGE>
PRODUCT

The Company's proposed products are toys for small children which attach to car
seats to amuse. The toys may be wirelessly activated from the driver's position.
These toys provide light and sound which entertain the child. One or more toys
may be controlled from the driver's seat.

JOBS ACT

Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.

We will lose our emerging growth company status on the earliest occurrence of
any of the following events:

1. on the last day of any fiscal year in which we earn at least $1 billion in
total annual gross revenues, which amount is adjusted for inflation every five
years;

2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities pursuant
to an effective registration statement;

3. on the date on which we have, during the previous 3-year period, issued more
than $1 billion in non-convertible debt; or

4. the date on which such issuer is deemed to be a `large accelerated filer', as
defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto."

A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:

1. it has an aggregate worldwide market value of the voting and non-voting
common equity held by its non-affiliates of $700 million or more as of the last
business day of the issuer's most recently completed second fiscal quarter;

2. It has been subject to the requirements of section 13(a) or 15(d) of the Act
for a period of at least twelve calendar months; and

3. It has filed at least one annual report pursuant to section 13(a) or 15(d) of
the Act.

As an emerging growth company, exemptions from the following provisions are
available to us:

1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor
attestation of internal controls;

2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require
companies to hold shareholder advisory votes on executive compensation and
golden parachute compensation;

3. Section 14(i) of the Exchange Act (which has not yet been implemented), which
requires companies to disclose the relationship between executive compensation
actually paid and the financial performance of the company;

4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented),
which requires companies to disclose the ratio between the annual total
compensation of the CEO and the median of the annual total compensation of all
employees of the companies; and

5. The requirement to provide certain other executive compensation disclosure
under Item 402 of Regulation S-K. Instead, an emerging growth company must only
comply with the more limited provisions of Item 402 applicable to smaller
reporting companies, regardless of the issuer's size.

14
<PAGE>
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. WE HAVE ELECTED TO MAINTAIN
OUR STATUS AS AN EMERGING GROWTH COMPANY AND TAKE ADVANTAGE OF THE JOBS ACT
PROVISIONS.

SMALLER REPORTING COMPANY

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY - THE JOBS ACT

We qualify as an emerging growth company as that term is used in the JOBS Act.
An emerging growth company may take advantage of specified reduced reporting and
other burdens that are otherwise applicable generally to public companies. These
provisions include:

* A requirement to have only two years of audited financial statements
and only two years of related MD&A:
* Exemption from the auditor attestation requirement in the assessment
of the emerging growth company's internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
* Reduced disclosure about the emerging growth company's executive
compensation arrangements; and
* No non-binding advisory votes on executive compensation or golden
parachute arrangements.

We may take advantage of the reduced reporting requirements applicable to
smaller reporting companies even if we no longer qualify as an "emerging growth
company."

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for
complying with new or revised accounting standards. We have elected to use the
extended transition period provided above and therefore our financial statements
may not be comparable to companies that comply with public company effective
dates.

We could remain an emerging growth company for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our annual gross
revenues exceed $1 billion, (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the
market value of our common stock that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal
quarter, or (iii) the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three year period.

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 JUNE 30, 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.

FUTURE PLANS

June 30, 2014 to October30, 2014

* Open a Web site to display our proposed product.
* Contract toy and seat companies.

15
<PAGE>
BUSINESS

PROPOSED PRODUCT OVERVIEW

One of the main purposes of this proposed product is Safety. Our proposed
product allows the driver to wirelessly control entertainment toys attached to
infant and child car seats located behind the driver, therefore the driver does
not need to turn around to turn them on.

COMPETITIVE STRENGTHS & STRATEGY

The main competitive advantage of our product is safety and ease of use. Our
main strategy will be to convince Toy and Seat Companies and the buying public
as to the additional safety 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.

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 our
proposed product.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

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.

16
<PAGE>

RELATED PARTY TRANSACTIONS

Mr. Hargrave provides office space at no cost to the Company. Mr. Hargrave has
offered to make loans to the Company if he considers it in the best interests of
the Company. Mr. Hargrave's offer is not unlimited nor is it legally required.

On May 29, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm
Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 Mr.
Hargrave purchased 25.000,000 shares for $2,500. In December 2013 Mr. Hargrave
loaned the Company $4,000. In June of 2014 Mr. Hargrave loaned the Company
$6,000.

PROPERTIES

GoGo Baby shares an office with its President at no cost to the Company.

EMPLOYEES

All activities are carried out by our president and director Mr. Hargrave.

LEGAL PROCEEDINGS

GoGo Baby is not a party to any legal proceeding.

MANAGEMENT

The Executive Officers and Directors of the Company and their ages are as
follows:

Name Age Position Date Elected
---- --- -------- ------------

Malcolm Hargrave 50 President, CFO May 29, 2013
Director, Secretary

Mr. Hargrove has been the company's sole officer and director since the company
was incorporated on February 22, 2013. In 1987 Mr. Hargrove obtained a Bachelor
of Science degree in electrical engineering from San Diego State University. Mr.
Hargrove has been the president and owner of MD computers LLC since 1991. The
company is involved in the design and repair of computers.

Directors of the Company are elected to serve until the next annual meeting of
shareholders and 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.

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.

17
<PAGE>
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 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:

18
<PAGE>
* 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 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04, "Fair
Value Measurement (Topic 820): Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU No.
2011-04"). ASU No. 2011-04 provides guidance which is expected to result in
common fair value measurement and disclosure requirements between U.S. GAAP and
IFRS. It changes the wording used to describe many of the requirements in U.S.
GAAP for measuring fair value and for disclosing information about fair value
measurements. It is not intended for this update to result in a change in the
application of the requirements in Topic 820. The amendments in ASU No. 2011-04
are to be applied prospectively. ASU No. 2011-04 is effective for public
companies for interim and annual periods beginning after December 15, 2011.
Early application is not permitted. This update is not expected to have a
material impact on the Company's financial statements.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic
220): Presentation of Comprehensive Income" ("ASU No. 2011-05"). In ASU No.
2011-05, an entity has the option to present the total of comprehensive income,
the components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. In both choices, an entity is required to
present each component of net income along with total net income, each component
of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. The amendments in ASU No. 2011-05
do not change the items that must be reported in other comprehensive income or
when an item of other comprehensive income must be reclassified to net income.
They also do not change the presentation of related tax effects, before related
tax effects, or the portrayal or calculation of earnings per share. The
amendments in ASU No. 2011-05 should be applied retrospectively. The amendment
is effective for fiscal years, and interim periods within those years, beginning
after December 15, 2011. Early adoption is permitted, because compliance with
the amendments is already permitted. The amendments do not require any
transition disclosures. This update is not expected to have a material impact on
the Company's financial statements.

19
<PAGE>
In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and
Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is
permitted to make a qualitative assessment of whether it is more likely than not
that a reporting unit's fair value is less than its carrying amount before
applying the two-step goodwill impairment test. If an entity concludes that it
is not more likely than not that the fair value of a reporting unit is less than
its carrying amount, it would not be required to perform the two-step impairment
test for that reporting unit. The ASU's objective is to simplify how an entity
tests goodwill for impairment. The amendments in ASU No. 2011-08 are effective
for annual and interim goodwill and impairment tests performed for fiscal years
beginning after December 15, 2011. Early adoption is permitted, including for
annual and interim goodwill impairment tests performed as of a date before
September 15, 2011, if an entity's financial statements for the most recent
annual or interim period have not yet been issued. The Company is evaluating the
requirements of ASU No. 2011-08 and has not yet determined whether a revised
approach to evaluation of goodwill impairment will be used in future
assessments. The Company does not expect the adoption of ASU No. 2011-08 to have
a material impact on its financial statements.

Other accounting standards that have been issued or proposed by the FASB that do
not require adoption until a future date are not expected to have a material
impact on the financial statements upon adoption.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

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.

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 2014 0 0 0 0 0 0 0 0
Hargrave 2013 0 0 0 0 0 0 0 0
President,
CEO, CFO and
Director

20
<PAGE>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------

Malcolm 0 0 0 0 0 0 0 0 0
Hargrave

DIRECTOR COMPENSATION

Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----

Malcolm 0 0 0 0 0 0 0
Hargrave

There are no current employment agreements between the company and its officer
and director.

On May 29, 2013 a total of 10,000,000shares of common stock were issued to Mr.
Hargrave in exchange for cash in the amount of $1,000 or $0.0001 per share. On
June 9, 2014 the Company issued Mr. Hargrave 25,000,000 shares for a total
consideration of $2, 500 in cash.

Mr. Hargrave currently devotes approximately 2 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

OPTIONS

There are no options outstanding.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of June 30, 2014, the name, address, and
number of shares owned directly or beneficially by persons who own 5% or more of
the company's common stock and by each executive officer and director and owner
after the Distribution.

21
<PAGE>

Shares/Percent as Shares/Percent after
Beneficial Owner of June 30, 2014 the Distribution
---------------- ---------------- ----------------

Malcolm Hargrave 35,000,000 - 95.7% 35,000,000 - 95.7%
9130 Edgewood Dr.
La Mesa, CA 91941

DTH International Corporation 1,500,000 - 4.1% 500,000 - 1.4%
4190 Bonita Road
Bonita Ca, 91902

All Executive Officers 35,000,000 - 95.7% 35,000,000 - 95.7%
and Directors as a
Group (1 person)

----------

(1) Based on 36,550,000 shares outstanding on June 30, 2014

CERTAIN TRANSACTIONS

On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH
International Corporation for $1,000.

On March 25, 2013 The Company purchased a provisional patent from Lesa M. Foster
for 50,000 shares of the common stock of the Company.

On May 20, 2013, GoGo Baby sold 10,000,000 shares of common stock to Malcolm
Hargrave, the Company's president, for a total of $1,000. On June 9, 2014 the
Company sold 25,000,000 shares of its common stock to Mr. Hargave for $2,500 in
cash.

The above sales were exempt from registration under the Securities Act of 1933,
as amended, in reliance on Section 4(2) for sales not involving a public
offering.

DESCRIPTION OF SECURITIES

The authorized common stock of GoGo Baby consists of 100,000,000 shares (par
value $0.0001 per share), of which 16,050,000 shares were outstanding on June
30, 2014. The holders of common stock are entitled to one vote per share on all
matters to be voted on by stockholders. Holders of common stock are entitled to
receive dividends when, as, and if declared by the Board of Directors. The
approval of proposals submitted to shareholders at a meeting requires a
favorable vote of the majority of shares voting. Holders of the common stock
have no preemptive, subscription, redemption, or conversion rights, and there
are no sinking fund provisions with respect to the common stock. All of the
outstanding shares of common stock are, and the shares to be transferred in the
Distribution will be, fully paid and non-assessable. As of June 30, 2014 GoGo
Baby had two common shareholders. GoGo Baby, Inc. is authorized to issue
20,000,000 shares of preferred stock. None of which have been issued.

Penny Stocks must, among other things:

* Provide customers with a risk disclosure statement, setting forth
certain specified information prior to a purchase transaction;
* Disclose to the customer inside bid quotation and outside offer
quotation for this Penny Stock, or, in a principal transaction, the
broker-dealer's offer price for the Penny Stock;
* Disclose the aggregate amount of any compensation the broker-dealer
receives in the transaction;
* Disclose the aggregate amount of the cash compensation that any
associated person of the broker-dealer, who is a natural person, will
receive in connection with the transaction;

22
<PAGE>
* Deliver to the customer after the transaction certain information
concerning determination of the price and market trading activity of
the Penny Stock.

Non-stock exchange and non-NASDAQ stocks would not be covered by the definition
of Penny Stock for:

(i) issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer
has not been in continuous operation for 3 years);
(ii) transactions in which the customer is an institutional accredited
investor; and
(iii) transactions that are not recommended by the broker-dealer.

PENNY STOCK RULES

The Securities and Exchange Commission has adopted rule 15g-9, which established
the definition of a "penny stock" for the purposes relevant to GoGo Baby as any
equity security that has a market price of less than $5.00 per share, or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

(1) that a broker or dealer approve a person's account for transactions in
penny stocks: and
(2) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

(1) obtain financial information and investment experience objectives of
the person; and
(2) make a reasonable determination that the transactions in penny stocks
are suitable for that person, and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock:

(1) a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form,
(2) sets forth the basis on which the broker or dealer made the
suitability determination; and
(3) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about:

(1) the commissions payable to both the broker-dealer and the registered
representative;
(2) current quotations for the securities;
(3) the rights and remedies available to an investor in cases of fraud in
penny stock transactions; and
(4) monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited
market in penny stocks.

PREFERRED STOCK

GoGo Baby is also authorized to issue as many as 20,000,000 shares of the
preferred stock (par value $0.0001). The preferred stock may be issued in one or
more series with such preferences, conversion, and other rights, voting powers,
restrictions, limitations as to dividends and qualifications, and rights as the
Company's Board of Directors may determine.

As of June 30, 2014, there were no shares of preferred stock outstanding.
Preferred stock can thus be issued without the vote of the holders of common
stock. Rights could be granted in the future to the holders of preferred stock,

23
<PAGE>
which could reduce the attractiveness of GoGo Baby as a potential takeover
target, make the removal of management more difficult, or adversely impact the
rights of holders of common stock.

LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS

The Certificate of Incorporation of GoGo Baby provides for indemnification of
directors and officers of GoGo Baby as follows:

TENTH: To the fullest extent permitted by the Delaware General Corporation Law a
director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

DELAWARE GENERAL CORPORATION LAW

Delaware General Corporation Law Section 145 provides that GoGo Baby may
indemnify any officer or director who was made a party to a suit because of the
Securities Act covering the common stock offered by this prospectus. This
position, including derivative suits, if he was acting in good faith and in a
manner he reasonably believed was in the best interest of GoGo Baby, except, in
certain circumstances, for negligence or misconduct in the performance of his
duty to GoGo Baby. If the director or officer is successful in his suit, he is
entitled to indemnification for expenses, including attorneys' fees.

LEGAL MATTERS

The legality of the Shares of Common stock to be registered hereby will be
passed upon for GoGo Baby by Karen Batcher, Esquire. Tax opinion given by Karen
Batcher, Esquire.

EXPERTS

The financial statements of GoGo Baby for the periods from February 22, 2013 to
the year ended December 31, 2013 and the six months ended June 30, 2014, and
related notes which are included in this Prospectus have been examined by PLS
CPA, A Professional Corp., and have been so included in reliance upon the
opinion of such accountant given upon their authority as an expert in auditing
and accounting.

ADDITIONAL INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act covering the common stock offered
by this Prospectus, which constitutes a part of the registration statement,
omits some of the information described in the registration statement under the
rules and regulations of the Commission. For further information on GoGo Baby
and the common stock offered by this prospectus, please refer to the
registration statement and the attached exhibits. Statements contained in this
prospectus as to the content of any contract or other document referred to are
not necessarily complete, and in each instance, reference is made to the copy
filed as an exhibit to the registration statement; each of these statements is
qualified in all respects by that reference. The registration statement and
exhibits can be inspected and copied at the public reference section at the
Commission's principal office, 100 F Street, NE, Washington, D.C. 20549 and
through the Commission's Web site (http://www.sec.gov). Copies may be obtained
from the commission's principal office upon payment of the fees prescribed by
the Commission.

24
<PAGE>
PLS CPA, A PROFESSIONAL CORP.
* 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 *
* TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
* E-MAIL CHANGGPARK@GMAIL.COM *
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Gogo Baby, Inc.

We have audited the accompanying balance sheet of Gogo Baby, Inc. (A Development
Stage "Company") as of December 31, 2013, and the related statements of
operations, changes in shareholders' equity (deficit) and cash flows for the
year ended December 31 2013 and the period from February 22, 2013 (inception) to
December 31, 2013. 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, 2013, and the result of its operations and its cash flows for the years
ended December 31, 2013 and period from February 22, 2013 (inception) to
December 31, 2013 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.

September 16, 2014
San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

F-1
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------

As of
December 31, 2013
-----------------
(Audited)

CURRENT ASSETS
Cash $ 665
--------
TOTAL CURRENT ASSETS 665

OTHER ASSETS
Intangible Assets, net 5
--------
TOTAL OTHER ASSETS 5
--------

TOTAL ASSETS $ 670
========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ --
--------
TOTAL CURRENT LIABILITIES --

LONG-TERM LIABILITIES
Promissory Note payable 4,000
--------
TOTAL LONG-TERM LIABILITIES 4,000

TOTAL LIABILITIES 4,000

STOCKHOLDERS' EQUITY
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of December 31, 2013 --
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 11,550,000 shares issued and outstanding
as of December 31, 2013 1,155
Additional paid-in capital 850
Deficit accumulated during development stage (5,335)
--------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3,330)
--------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 670
========

The accompanying notes are an integral part of these financial statements

F-2
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------

February 22, 2013
(inception)
through
December 31, 2013
-----------------

REVENUES
Revenues $ --
----------
TOTAL REVENUES --

GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 5,335
Professional fees --
Amortization Expense --
----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,335
----------

LOSS FROM OPERATION (5,335)
----------
OTHER EXPENSE
Interest expense --
----------
TOTAL OTHER EXPENSES --

NET INCOME (LOSS) $ (5,335)
==========

BASIC EARNINGS PER SHARE $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,445,192
==========

The accompanying notes are an integral part of these financial statements

F-3
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Statement of changes in Shareholders' Equity (Deficit)
From February 22, 2013 (Inception) through December 31, 2013
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Balance, February 22, 2013 (Inception) -- $ -- $ -- $ -- $ --

Common stock issued, June 6, 2013 at
$0.0001 per share in exchange for patent 50,000 5 -- -- 5

Common stock issued, June 21, 2013 at
$0.0001 per share 10,000,000 1,000 -- -- 1,000

Common stock issued, November 14, 2013
at $0.000666 per share 1,500,000 150 850 -- 1,000

Loss for the period beginning February 22, 2013
(inception) to December 31, 2013 (5,335) (5,335)
---------- ------- ------- -------- --------

BALANCE, DECEMBER 31, 2013 11,550,000 $ 1,155 $ 850 $ (5,335) $ (3,330)
========== ======= ======= ======== ========

The accompanying notes are an integral part of these financial statements

F-4
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------

February 22, 2013
(inception)
through
December 31, 2013
-----------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,335)
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 --
Increase in accrued interest --
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,335)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Intangible Assets (5)
--------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (5)

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer --
Increase in notes payable - related party 4,000
Issuance of common stock 2,005
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,005
--------

NET INCREASE (DECREASE) IN CASH 665

CASH AT BEGINNING OF PERIOD --
--------

CASH AT END OF PERIOD $ 665
========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
Interest $ --
========

Income Taxes $ --
========

The accompanying notes are an integral part of these financial statements

F-5
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)

Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

GoGo Baby, Inc. (the "Company") was incorporated on February 22, 2013 under the
laws of the State of Delaware to enter into the toy industry. The GoGo Baby
invention of a wireless car seat toy system was created with the objective to
provide a car seat toy system that the driver can activate from the steering
wheel. It is Gogo Baby's first objective to sell the patent to a major company
or secondly have the toy manufactured, set up an online store and market the
product The Company's activities to date have been limited to organization and
capital. The Company has been in the development stage since its formation and
has not yet realized any revenues from its planned operations. The Company's
fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Equipment and fixtures are being
depreciated using the straight-line method over the estimated asset lives, 5
year.

INTANGIBLE ASSETS

INITIAL MEASUREMENT

Intangible asset acquisitions in which the consideration given is cash are
measured by the amount of cash paid, which generally includes the transaction
costs of the asset acquisition. However, if the consideration given is not in
the form of cash (that is, in the form of noncash assets, liabilities incurred,
or issued), measurement is based on either the cost which shall be measured
based on the fair value of the consideration given or the fair value of the
assets (or net assets) acquired, whichever is more clearly evident and, thus,
more reliably measurable.

F-6
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUBSEQUENT MEASUREMENT

The company accounts for its intangible assets under the Financial Accounting
Standards Board ("FASB") Accounting Standards Codification Subtopic ("ASC")
350-30-35 "Intangibles--Goodwill and Other--General Intangibles Other than
Goodwill-Subsequent Measurement". Under this method the company is required to
test an indefinite-lived intangible asset for impairment on at least an annual
basis. This is done by comparing the asset's fair value with its carrying
amount. If the carrying amount exceeds the asset's fair value, the difference in
those amounts is recognized as an impairment loss.

INCOME TAXES

FINANCIAL INSTRUMENTS

* 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.

F-7
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET 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.

F-8
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and
Other (Topic 350)" ("ASU No. 2011-08"). In ASU No. 2011-08, an entity is
permitted to make a qualitative assessment of whether it is more likely than not
that a reporting unit's fair value is less than its carrying amount before
applying the two-step goodwill impairment test. If an entity concludes that it
is not more likely than not that the fair value of a reporting unit is less than
its carrying amount, it would not be required to perform the two-step impairment
test for that reporting unit. The ASU's objective is to simplify how an entity
tests goodwill for impairment. The amendments in ASU No. 2011-08 are effective
for annual and interim goodwill and impairment tests performed for fiscal years
beginning after December 15, 2011. Early adoption is permitted, including for
annual and interim goodwill impairment tests performed as of a date before
September 15, 2011, if an entity's financial statements for the most recent
annual or interim period have not yet been issued. The Company is evaluating the
requirements of ASU No. 2011-08 and has not yet determined whether a revised
approach to evaluation of goodwill impairment will be used in future
assessments. The Company does not expect the adoption of ASU No. 2011-08 to have
a material impact on its financial statements.

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, 2013 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, 2013 the Company had a net operating
loss carry-forward of approximately $5,335. 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, 2013
-----------------
Net loss before income taxes per financial statements $ 5,335
Income tax rate 34%
Income tax recovery (1,814)
Permanent differences --
Temporary differences --
Valuation allowance change 1,814
Provision for income taxes --

F-9
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

NOTE 4 - PROVISION FOR INCOME TAXES- CONTINUED

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, 2013 are as follows:

December 31, 2013
-----------------
Net operating loss carryforward $ 1,814
Valuation allowance (1,814)
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
$5,335 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.

F-10
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2013
--------------------------------------------------------------------------------

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 $4,000 from Malcolm Hargrave
in the form of a promissory note. As of December 31, 2013 the amount due to
Malcolm Hargrave was $4,000. This loan is at 4% interest with principle and
interest all due on December 31, 2015.

As of December 31, 2013, accrued interest is $0.

NOTE 9 - STOCK TRANSACTIONS

On June 6, 2013, the Company issued a total of 50,000 shares of common stock to
Lesa Foster in exchange for a toy patent for a cash value of $0.0001 per share
for a total value of $5

On June 21, 2013 the Company issued a total of 10,000,000 shares of common stock
to one director for cash in the amount of $0.0001 per share for a total of
$1,000

On November 14, 2013, the Company issued a total of 1,500,000 shares of common
stock to DTH for cash in the amount of $0.000666 per share for a total of
$1,000.

As of December 31, 2013 the Company had 11,550,000 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, 2013:

Common stock, $0.0001 par value: 100,000,000 shares authorized; 11,550,000
shares issued and outstanding.

Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.

NOTE 11 -SUBSEQUENT EVENTS

On June 30, 2014, the Company received a $6,000 loan from Malcolm Hargrave. This
loan is at 4% interest with principle and interest all due on June 30, 2016.

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

On September 8, 2014, the Company received a $9,000 loan from Malcolm Hargrave.
This loan is at 4% interest with principle and interest all due on September 8,
2016.

F-11
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

As of As of
June 30, December 31,
2014 2013
-------- --------
(Unaudited) (Audited)

CURRENT ASSETS
Cash $ 8,537 $ 665
-------- --------
TOTAL CURRENT ASSETS 8,537 665

OTHER ASSETS
Intangible Assets, net 5 5
-------- --------
TOTAL OTHER ASSETS 5 5
-------- --------

TOTAL ASSETS $ 8,542 $ 670
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ -- $ --
-------- --------
TOTAL CURRENT LIABILITIES -- --

LONG-TERM LIABILITIES
Accrued Interest payable 40 --
Promissory Note payable 10,000 4,000
-------- --------
TOTAL LONG-TERM LIABILITIES 10,040 4,000

TOTAL LIABILITIES 10,040 4,000

STOCKHOLDERS' EQUITY
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of June 30, 2014 and December 31, 2013 -- --
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 36,550,000 and 11,550,000 shares issued and
outstanding as of June 30, 2014 and December 31, 2013 3,655 1,155
Additional paid-in capital 850 850
Deficit accumulated during development stage (6,003) (5,335)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,498) (3,330)
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 8,542 $ 670
======== ========

The accompanying notes are an integral part of these financial statements

F-12
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------

February 22, 2013
Six Months (inception)
Ended through
June 30, December 31,
2014 2013
---------- ----------

REVENUES
Revenues $ -- $ --
----------- -----------
TOTAL REVENUES -- --

GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 628 5,963
Professional fees -- --
Amortization Expense -- --
----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 628 5,963
----------- -----------

LOSS FROM OPERATION (628) (5,963)
----------- -----------
OTHER EXPENSE
Interest expense 40 40
----------- -----------
TOTAL OTHER EXPENSES 40 40
----------- -----------

NET INCOME (LOSS) $ (668) $ (6,003)
=========== ===========

BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 14,450,552
===========

The accompanying notes are an integral part of these financial statements

F-13
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Statement of changes in Shareholders' Equity (Deficit)
From February 22, 2013 (Inception) through June 30, 2014
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Balance, February 22, 2013 (Inception) -- $ -- $ -- $ -- $ --

Common stock issued, June 6, 2013 at
$0.0001 per share in exchange for patent 50,000 5 -- -- 5

Common stock issued, June 21, 2013 at
$0.0001 per share 10,000,000 1,000 -- -- 1,000

Common stock issued, November 14, 2013
at $0.000666 per share 1,500,000 150 850 -- 1,000

Loss for the period beginning February 22, 2013
(inception) to December 31, 2013 (5,335) (5,335)
---------- ------- ------- -------- --------

BALANCE, DECEMBER 31, 2013 11,550,000 1,155 850 (5,335) (3,330)
========== ======= ======= ======== ========

Common stock issued, June 9, 2014 at
$0.0001 per share 25,000,000 2,500 -- -- 2,500

Loss for the period ending June 30, 2014 (668) (668)
---------- ------- ------- -------- --------

BALANCE, JUNE 30, 2014 (UNAUDITED) 36,550,000 $ 3,655 $ 850 $ (6,003) $ (1,498)
========== ======= ======= ======== ========

The accompanying notes are an integral part of these financial statements

F-14
<PAGE>

GoGo Baby, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------

February 22, 2013
Six Months (inception)
Ended through
June 30, June 30,
2014 2014
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (668) $ (6,003)
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 40 40
Increase in accrued interest -- --
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (628) (5,963)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Intangible Assets -- (5)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (5)

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer -- --
Increase in notes payable - related party 6,000 10,000
Issuance of common stock 2,500 4,505
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 8,500 14,505
-------- --------

NET INCREASE (DECREASE) IN CASH 7,872 8,537

CASH AT BEGINNING OF PERIOD 665 --
-------- --------

CASH AT END OF PERIOD $ 8,537 $ 8,537
======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
Interest $ -- $ --
======== ========

Income Taxes $ -- $ --
======== ========

The accompanying notes are an integral part of these financial statements

F-15
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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.

F-16
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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

INCOME TAXES

F-17
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

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.

NET LOSS PER SHARE

F-18
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

F-19
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NOTE 3 - INTANGIBLE ASSETS

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 June 30, 2014 the Company had a net operating loss
carry-forward of approximately $6,003. Net operating loss carry-forward, expires
twenty years from the date the loss was incurred.

F-20
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - PROVISION FOR INCOME TAXES (CONTINUED)

June 30, December 31,
2014 2013
-------- --------

Net loss before income taxes per financial statements $ 6,003 $ 5,335
Income tax rate 34% 34%
Income tax recovery (2,041) (1,814)
Permanent differences -- --
Temporary differences -- --
Valuation allowance change 2,041 1,814
Provision for income taxes -- --

June 30, December 31,
2014 2013
-------- --------

Net operating loss carryforward $ 2,041 $ 1,814
Valuation allowance (2,041) (1,814)
Net deferred income tax asset -- --

F-21
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - PROVISION FOR INCOME TAXES CONTINUED

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
$6,003 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.

NOTE 7 - RELATED PARTY TRANSACTIONS

F-22
<PAGE>
GoGo Baby, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
--------------------------------------------------------------------------------

NOTE 8 - NOTES PAYABLE - RELATED PARTY

Since inception the Company received cash totaling $10,000 from Malcolm Hargrave
in the form of a promissory note. As of June 30, 2014 the amount due to Malcolm
Hargrave was $10,000

On December 31, 2013, the Company received a $4,000 loan. This loan is at 4%
interest with principle and interest all due on December 31, 2015.

On June 30, 2014, the Company received a $6,000 loan. This loan is at 4%
interest with principle and interest all due on June 30, 2016.

As of June 30, 2014, accrued interest is $40.

NOTE 9 - STOCK TRANSACTIONS

On June 6, 2013, the Company issued a total of 50,000 shares of common stock to
Lesa Foster in exchange for a toy patent for a cash value of $0.0001 per share
for a total value of $5.

On June 21, 2013 the Company issued a total of 10,000,000 shares of common stock
to one director for cash in the amount of $0.0001 per share for a total of
$1,000.

On November 14, 2013, the Company issued a total of 1,500,000 shares of common
stock to DTH for cash in the amount of $0.000666 per share for a total of
$1,000.

On June 9, 2014 the Company issued a total of 25,000,000 shares of common stock
to one director for cash in the amount of $0.0001 per share for a total of
$2,500.

As of June 30, 2014 the Company had 36,550,000 shares of common stock issued and
outstanding.

NOTE 10 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2014:

Common stock, $0.0001 par value: 100,000,000 shares authorized; 36,550,000
shares issued and outstanding.

Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.

NOTE 11 - SUBSEQUENT EVENTS

On September 8, 2014, the Company received a $9,000 loan from Malcolm Hargrave.
This loan is at 4% interest with principle and interest all due on September 8,
2016.

F-23
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of the estimated amounts of all expenses
in connection with the Distribution of the securities which are the subject of
this Registration Statement.

Securities and Exchange Commission Registration Fee $ 1
Accounting and Audit Fees $5,350
------
TOTAL $5,351
======

DTH International Corporation has agreed to pay all costs, except for Audit,
incurred in connection with the distribution of the shares which are the subject
of this Registration Statement.

These are estimated as follows:

Legal $6,000
Printing 500
Transfer agent and certificate printing 1,000
Postage 200
Accounting 2,000
------
TOTAL $9,700
======

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS.

Delaware General Corporation Law Section 145 provides that the Company may
indemnify any officer or director who was made a party to a suit because of his
position, including derivative suits, if he was acting in good faith and in a
manner he reasonably believed was in the best interest of the Company, except,
in certain circumstances, for negligence or misconduct in the performance of his
duty to the Company. If the director or officer is successful in his suit, he is
entitled to indemnification for expenses, including attorneys' fees. Article
Seventh of the Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted by law. Indemnification agreements have been entered into with all
officers and directors of the Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On November 14, 2013 GoGo Baby sold 1,500,000 shares of its common stock to DTH
International Corporation for $1,000.

On March 25, 2013 The Company purchased a provisional patent from Lesa M. Foster
for 50,000 shares of the common stock of the Company.

The above sales were exempt from registration under the Securities Act of 1933,
as amended, in reliance on Section 4(2) for sales not involving a public
offering.

II-1
<PAGE>

ITEM 16. EXHIBITS.

The following is a list of exhibits filed as part of the Registration Statement:

3.(i) Certificate of Incorporation
3.(ii) Bylaws
5.1 Legal Opinion and Consent of Karen Batcher, Esq
10.1 Patent Sales Agreement
23.1 Consent of PLS, CPA

ITEM 17. UNDERTAKINGS.

GoGo Baby, Inc. will:

(1) File, during any period in which it offers or sells securities, a post
effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of Prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of
distribution.

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

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

(4) That, for the purpose of determining liability under the Securities Act to
any purchaser: (i) if the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.

(5) For determining liability of the undersigned Registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, that in a primary offering of securities of the undersigned

II-2
<PAGE>
Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(c) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and,
(d) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.

Insofar as indemnification for liabilities, arising under the Securities Act of
1933 may be permitted to Directors, Officers, or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suite or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless, in the opinion of its counsel, the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of San Diego, State of California, on the 16th day of
September, 2014.

GoGo Baby, Inc.

By: MALCOLM HARGRAVE

/s/ Malcolm Hargrave
------------------------------
MALCOLM HARGRAVE
President and Director
Chief Executive Officer

/s/ Malcolm Hargrave
-------------------------------
MALCOLM HARGRAVE
Principal Financial Officer
Principal Accounting Officer

/s/ Malcolm Hargrave
-------------------------------
MALCOLM HARGRAVE
Director and Secretary

II-4

                                                                     Exhibit 3.1

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 04:17 Pm 02/22/2013
                                                     FILED 04:05 PM 02/22/2013
                                                   SRV 130216074 - 5293002 FILE



                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOGO BABY INC.

     FIRST: The name of the corporation is:

     GOGO BABY INC.

     SECOND: Its registered office in the State of Delaware is located at 16192
Coastal Highway, Lewes, Delaware 19958-9776, County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.

     THIRD: The purpose of the corporation is to engage in any lawful activity
for which corporations may be organized under the General Corporation Law of
Delaware.

     FOURTH: The total number of authorized shares which the corporation is
authorized to issue is 100,000,000 shares of common stock having a par value of
$0.000100 per share and 20,000,000 shares of preferred stock having a par value
of $0,000100 per share.

     The number of authorized shares of preferred stock or of common stock may
be raised by the affirmative vote of the holders of a majority of the
outstanding shares of the corporation entitled to vote thereon.

     All shares of common stock shall be identical and each share of common
stock shall be entitled to one vote on all matters.

     The board of directors is authorized, subject to limitations prescribed by
law and the provisions of this Article Fourth, to provide by resolution or
resolutions for the issuance of the shares of preferred stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares included in any
such series, and to fix the designation, powers, preferences and rights of the
shares of any such series and the qualifications, limitations or restrictions
thereof.

     FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

     SIXTH: This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.

     SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.

     EIGHTH: The corporation reserves the right to amend or repeal any provision
in this Certificate of Incorporation in the manner prescribed by the laws of
Delaware.

     NINTH: The incorporator is Richard H, Bell in care of Harvard Business
Services, Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE
19958-9766.

     TENTH: To the fullest extent permitted by the Delaware General Corporation
Law a director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

     I, Richard H. Bell, for the purpose of forming a corporation under the laws
of the State of Delaware do make and file this certificate, and do certify that
the facts herein stated are true; and have accordingly signed below, this
February 22, 2013.


                    Signed and Attested to by: /s/ Richard H. Bell
                                              ----------------------------------
                    Harvard Business Services, Inc.
                    Richard H. Bell, Incorporator

                                                                     Exhibit 3.2



                                     BYLAWS

                                       OF

                                 GOGO BABY, INC.


                                   ARTICLE I
                                  STOCKHOLDERS

     1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairperson or Vice-  Chairperson  of the Board of Directors,  if any, or by the
President or a Vice-President and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an  Assistant  Secretary  of the  corporation.  Any or all the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation  with the same effect as if such person were such officer,  transfer
agent, or registrar at the date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

     The  corporation  may issue a new  certificate  of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner of the lost,  stolen,  or destroyed  certificate,  or such  owner's  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

     2. UNCERTIFICATED  SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the Board of  Directors  of the  corporation  may  provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law,
<PAGE>
     3.  FRACTIONAL  SHARE  INTERESTS.  The  corporation  may,  but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
lull shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.

     4.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered  holder's attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent  or a  registrar,  if any,  and,  in the  case of  shares  represented  by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

     5.  RECORD  DATE FOR  STOCKHOLDERS.  In  order  that  the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record  date,  which  record  date shall not  precede  the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the Board of  Directors.  If no
record  date has been  fixed by the  Board of  Directors,  the  record  date for

                                       2
<PAGE>
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General  Corporation  Law, shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  corporation by delivery to its registered  office in the State of Delaware,
its  principal  place of  business,  or an officer  or agent of the  corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by the  General  Corporation  Law,  the record date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a  meeting  shall be at the  close of  business  on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the  corporation may determine the  stockholders  entitled to receive payment of
any  dividend  or  other   distribution  or  allotment  of  any  rights  or  the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of  Directors  may fix a record  date,  which  record  date  shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed,  the record date for determining  stockholders  for any
such purpose  shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     6.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

     7. STOCKHOLDER MEETINGS.

     - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

                                       3
<PAGE>
     - PLACE.  Annual meetings and special meetings shall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.

     - NOTICE OR WAIVER  OF  NOTICE.  Written  notice of all  meetings  shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived, and directed to each stockholder at such stockholder's record address or
at such other address which such  stockholder  may have  furnished by request in
writing to the Secretary of the  corporation.  Notice by mail shall be deemed to
be given when  deposited,  with postage  thereon  prepaid,  in the United States
Mail.  If a meeting is  adjourned  to another  time,  not more than  thirty days
hence,  and/or to another place,  and if an  announcement  of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment,  fix a new record
date for the adjourned meeting.  Notice need not be given to any stockholder who
submits a written  waiver of notice signed by such  stockholder  before or after
the  time  stated  therein.   Attendance  of  a  stockholder  at  a  meeting  of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified in any written waiver of notice.

     - STOCKHOLDER  LIST.  The officer who has charge of the stock ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders,  arranged in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting

                                       4
<PAGE>
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

     - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the  Chairperson  of the Board,  if any,  the  Vice-Chairperson  of the
Board, if any, the President, a Vice-President,  or, if none of the foregoing is
in  office  and  present  and  acting,  by a  chairperson  to be  chosen  by the
stockholders.  The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary,  shall act as secretary of every meeting, but if neither
the  Secretary  nor an  Assistant  Secretary is present the  chairperson  of the
meeting shall appoint a secretary of the meeting.

     - PROXY  REPRESENTATION.  Every stockholder may authorize another person or
persons  to act  for  such  stockholder  by  proxy  in all  matters  in  which a
stockholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  voting or participating at a meeting, or expressing consent or dissent
without a  meeting.  Every  proxy must be signed by the  stockholder  or by such
stockholder's  attorney-in-fact.  No proxy  shall be voted or acted  upon  after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the corporation generally.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any, before  entering upon the discharge of duties of inspector,  shall take and
sign an oath  faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots,  or consents,  hear and determine all  challenges and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots,  or consents,  determine the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any  challenge,  question,  or matter  determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or  inspectors.  Except as may otherwise be required by subsection (e)
of Section 231 of the General  Corporation  Law, the  provisions of that Section
shall not apply to the corporation.

                                       5
<PAGE>
     - QUORUM.  The  holders of a majority  of the  outstanding  shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may  adjourn the meeting  despite the
absence of a quorum.

     - VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast  except  where the General  Corporation  Law  prescribes  a different
percentage of votes and/or a different  exercise of voting power,  and except as
may  be  otherwise   prescribed  by  the   provisions  of  the   certificate  of
incorporation and these Bylaws. In the election of directors,  and for any other
action, voting need not be by ballot.

     8.  STOCKHOLDER  ACTION  WITHOUT  MEETINGS.  Except as any provision of the
General  Corporation  Law may  otherwise  require,  any action  required  by the
General  Corporation  Law to be  taken  at any  annual  or  special  meeting  of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may be taken  without a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.  Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.

                                   ARTICLE II
                                   DIRECTORS

     1. FUNCTIONS AND  DEFINITION.  The business and affairs of the  corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen  of the  United  States,  or a resident  of the State of  Delaware.  The
initial Board of Directors  shall consist of 1 person.  Thereafter the number of
directors  constituting  the whole board  shall be at least one.  Subject to the
foregoing  limitation  and except for the first Board of Directors,  such number
may be  fixed  from  time  to  time  by  action  of the  stockholders  or of the
directors, or, if the number is not fixed, the number shall be 1 . The number of
directors may be increased or decreased by action of the  stockholders or of the
directors.

     3.  ELECTION  AND TERM.  The first Board of  Directors,  unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be

                                       6
<PAGE>
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier resignation or removal.  Except
as the General  Corporation  Law may otherwise  require,  in the interim between
annual meetings of stockholders  or of special  meetings of stockholders  called
for the  election of directors  and/or for the removal of one or more  directors
and  for  the  filling  of  any  vacancy  in  that  connection,   newly  created
directorships  and any vacancies in the Board of Directors,  including  unfilled
vacancies  resulting  from the removal of directors for cause or without  cause,
may be filled  by the vote of a  majority  of the  remaining  directors  then in
office, although less than a quorum, or by the sole remaining director.

     4. MEETINGS.

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings  shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

     - CALL.  No call shall be required for regular  meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairperson of the Board, if any, the  Vice-Chairperson  of the Board, if
any, of the President, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee of  directors  who submits a written  waiver of notice  signed by such
director or member  before or after the time stated  therein.  Attendance of any
such person at a meeting  shall  constitute a waiver of notice of such  meeting,
except when such person attends a meeting for the express  purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
directors need be specified in any written waiver of notice.

     - QUORUM AND  ACTION.  A majority of the whole  Board  shall  constitute  a
quorum except when a vacancy or vacancies  prevents such  majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one-third of the whole Board. A majority

                                       7
<PAGE>
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided by the General  Corporation  Law, the vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board.  The quorum and voting  provisions  herein stated
shall  not be  construed  as  conflicting  with any  provisions  of the  General
Corporation  Law and these Bylaws  which  govern a meeting of directors  held to
fill  vacancies  and  newly  created  directorships  in the  Board or  action of
disinterested directors.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

     - CHAIRPERSON OF THE MEETING.  The  Chairperson of the Board, if any and if
present  and   acting,   shall   preside  at  all   meetings.   Otherwise,   the
Vice-Chairperson  of  the  Board,  if any  and if  present  and  acting,  or the
President,  if present and acting,  or any other  director  chosen by the Board,
shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.

     6. COMMITTEES. The Board of Directors may designate one or more committees,
each  committee to consist of one or more of the  directors of the  corporation.
The Board may  designate  one or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the  committee.  In the  absence or  disqualification  of any member of any such
committee or committees,  the member or members  thereof  present at any meeting
and not  disqualified  from  voting,  whether  or not  such  member  or  members
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board,  shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation  with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General  Corporation  Law, and may  authorize the seal of the
corporation to be affixed to all papers which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

                                       8
<PAGE>
                                   ARTICLE III
                                    OFFICERS

     The officers of the corporation shall consist of a President,  a Secretary,
a Treasurer,  and, if deemed necessary,  expedient, or desirable by the Board of
Directors,  a Chairperson  of the Board,  a  Vice-Chairperson  of the Board,  an
Executive  Vice-President,  one or  more  other  Vice-  Presidents,  one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing  such  officer,  no officer  other than the  Chairperson  or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

     Unless  otherwise  provided in the resolution  choosing such officer,  each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors  following the next annual meeting of stockholders  and until
such officer's successor shall have been chosen and qualified.

     All officers of the corporation  shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board  shall  assign to such  Secretary  or  Assistant
Secretary.  Any officer may be removed,  with or without cause,  by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.

                                   ARTICLE IV
                                 CORPORATE SEAL

     The  corporate  seal shall be in such form as the Board of Directors  shall
prescribe.

                                    ARTICLE V
                                   FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.

                                       9
<PAGE>
                                   ARTICLE VI
                               CONTROL OVER BYLAWS

     Subject to the  provisions  of the  certificate  of  incorporation  and the
provisions of the General  Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.

     I HEREBY  CERTIFY that the foregoing is a full,  true,  and correct copy of
the Bylaws of Gogo Baby, Inc. a Delaware  corporation,  as in effect on the date
hereof.

Dated: May 1,2013


/s/ Malcolm Hargrove
--------------------------------------
                                                                 Secretary of
                                                                 Gogo Baby, Inc.


(SEAL)


                                       10

                                                                     Exhibit 5.1

                       [LETTERHEAD OF SYNERGEN LAW GROUP]

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

                                                     VIA ELECTRONIC TRANSMISSION

Re: Gogo Baby, Inc.
    Registration Statement on Form S-1

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by Gogo Baby, Inc.. a Delaware corporation (the "Company"), with
the Securities and Exchange Commission ("SEC").

The Registration Statement relates to the distribution of 1,000,000 shares of
the Company's common stock (the "Shares"), par value $0.0001, held by one of the
Company's shareholders, DTH International Corporation ("DTH"), to DTH's
shareholders of record as of December 31, 2013.

We have examined such records and documents and made such examination of laws as
we have deemed relevant in connection with this opinion. It is our opinion that
the Shares of common stock to be distributed by DTH have been duly authorized
and are legally issued, fully paid and non-assessable.

The forgoing opinion is based upon the Securities Act of 1933 as amended (the
"Act") and Delaware laws, including without limitation, the statutory
provisions, all applicable provisions of the Delaware constitution and reported
judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption
"Experts" in the Registration Statement. In so doing, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                      Regards,
                                      SYNERGEN LAW GROUP

                                      /s/ Karen Batcher
                                      ---------------------------------
                                      Karen A. Batcher, Esq.
                                      kbatcher@synergenlaw.com



819 Anchorage Place, Suite 28                                  Tel. 619.475.7882
Chula Vista, CA 91914                                          Fax. 866.352.4342

Exhibit 10.1

                                                                    Exhibit 23.1

                          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 *
--------------------------------------------------------------------------------

September 16, 2014

To Whom It May Concern:

We hereby consent to the use in this  Registration  Statement on Form S-1 of our
report dated  September 16, 2014,  relating to the financial  statements of Gogo
Baby,  Inc.  as of  December  31,  2013,  which  appears  in  such  Registration
Statement.  We also consent to the references to us under the headings "Experts"
in such Registration Statement.

Very truly yours,


/s/ PLS CPA
----------------------------------
PLS CPA, A Professional Corp.
San Diego, CA 92111




          Registered with the Public Company Accounting Oversight Board