Filed Pursuant to Rule 253(g)(1)
File No. 024-10766
OFFERING CIRCULAR DATED JANUARY 4, 2018
Worthy Peer Capital, Inc.
Worthy Bonds
MAXIMUM OFFERING: $50,000,000
MINIMUM OFFERING: $0
Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “we,” or “us”), is an early stage company which intends to provide (i) loans to manufacturers, wholesalers and retailers secured by inventory; (ii) retail inventory financing, and (iii) purchase order financing. The proceeds of this offering will be used primarily to fund loans but also for general corporate purposes, including the costs of this offering.
The Company will offer and sell on a continuous basis, its Worthy Bonds described in this offering circular. This offering circular describes some of the general terms that may apply to the Worthy Bonds and the general manner in which they may be offered and follows the Form 1-A disclosure format.
The Worthy Bonds will:
| · | be priced at $10.00 each; |
| · | represent a full and unconditional obligation of the Company; |
| · | bear interest at 5% per annum; |
| · | have a three-year term, renewable at the option of the bond holder; |
| · | be subject to a put by the holder at a discount of 1% (may be charged only if exercised during the first year and chargeable only against accrued interest); |
| · | be subject to a call by the Company at any time; and |
| · | not be payment dependent on any underlying small business or other loan. |
For more information on the Worthy Bonds being offered, please see the section entitled “Securities Being Offered” beginning on page 19 of this offering circular. The aggregate initial offering price of the Worthy Bonds will not exceed $50,000,000 in any 12-month period, and there will be no minimum offering.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
We intend to offer the Worthy Bonds in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthybonds.com. At the present time, we do not anticipate using any underwriters to offer our securities.
We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows it users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Bonds. The “users” as described below may also use additional funds to purchase Worthy Bonds. The Worthy App is initially targeted to the millennials and to hourly employees, veterans, municipal employees and others. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.
We were incorporated in Delaware in June 2016, and our principal address is 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida 33431. Our phone number is (561) 504-4299.
Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 5 of this offering circular about the risks you should consider before investing.
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| Price to the |
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| Underwriting discount |
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| Proceeds to |
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| Proceeds to |
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Per Unit |
| $ | 10.00 |
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| 0 |
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| $ | 10.00 |
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| $ | 0 |
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Maximum Sale of Units |
| $ | 50,000,000 |
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| 0 |
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| $ | 50,000,000 |
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| $ | 0 |
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The approximate date of the proposed sale to the public will be within two calendar days from the date on which the offering is qualified and on a continuous basis thereafter until the Maximum Notes are sold. The minimum purchase is $10.00 and funds received will not be placed in escrow. All offering expenses will be borne by the Company.
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
This offering circular is following the disclosure format of Part I of SEC Form S-1.
Table of Contents
| Page |
1 | |
5 | |
9 | |
10 | |
11 | |
12 | |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 |
15 | |
15 | |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS | 16 |
17 | |
19 | |
20 | |
21 | |
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 21 |
21 | |
21 | |
F-1 |
i
This summary highlights information contained in this offering circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire offering circular, including our financial statements and the related notes thereto and the information in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our fiscal year ends December 31.
Unless the context otherwise requires, we use the terms “Worthy Peer Capital,” “Company,” “we,” “us” and “our” in this offering circular to refer to Worthy Peer Capital, Inc.
Business Overview
We are an early-stage company, which intends to provide (i) loans to manufacturers, wholesalers and retailers secured by inventory, (ii) retail inventory financing, and (iii) purchase order financing. We will also provide access to services such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.
Worthy Peer Capital Website
We intend to operate one online website: www.worthybonds.com to offer our Worthy Bonds. The Worthy Bonds, as more fully described in this offering circular are fully recourse to us, regardless of payments received from any borrower. The Worthy Note investors will not be given individualized credit risk data on the borrowers, in order to avoid the misperception that they are investing directly in any borrowers.
Prospective Worthy Bonds investors will create a username and password, and indicate agreement to our terms and conditions and privacy policy.
The following features are available to participants in the Worthy Bonds program through our website:
| · | Available Online Directly from Us. You can purchase Worthy Bonds directly from us through our website. |
| · | No Purchase Fees Charged. We will not charge you any commission or fees to purchase Worthy Bonds through our website. However, other financial intermediaries, if engaged, may charge you commissions or fees. |
| · | Invest as Little as $10. You will be able to build ownership over time by making purchases as low as $10. |
| · | Flexible, Secure Payment Options. You may purchase Worthy Bonds with funds electronically withdrawn from your checking account using our website or by a wire transfer. |
| · | Manage Your Portfolio Online. You can view your investments, returns, and transaction history online, as well as receive tax information and other portfolio reports. |
Proceeds from the Worthy Bonds contemplated in this offering will be used for the purposes described above as well as for general corporate purposes, including the costs of this offering, but Worthy Bonds are not dependent upon any particular loan and remain at all times the general obligations of the Company. Final decision on use of proceeds allocations will be made by management.
Competitive Strengths
We believe we benefit from the following competitive strengths compared to our competitors:
We are part of the Worthy community. The Worthy App is targeted to the millennials who are part of the fastest growing segment of our population. They have a basic distrust of traditional banking institutions yet they have a need to accumulate assets for retirement or otherwise. This Worthy App provides for a savings and investing alternative for the millennials as well as access to other services, which may appeal to millennials, such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.
Sales independent of the Worthy App. Investors may subscribe for Worthy Bonds directly from us and do not need to rely on the Worthy App.
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We are part of the fast-growing online lending industry. Alternative lenders often provide a more appealing financing option to small businesses as they are usually more flexible than larger financial institutions on loan repayment terms and often approve loans much faster than banks. For example, online “peer-to-peer” lending website uses technology to meet market demand where traditional bank and institutional financing has become more difficult to obtain. Lenders often have significant cost advantages over banks, including lower overhead and the absence of branch offices and extensive sales forces. These efficiencies often make it easier for nonbanks to originate loans to borrowers whose options online were traditionally limited to banks.
We focus on an underserved banking sector. Due to higher costs, we believe that banks cannot profitably serve the small business lending market for commercial loans below $100,000. Indeed, traditional banks have been exiting the small business loan market for over a decade. We believe our underwriting model and borrower acquisition strategy enable us to profitably participate in loans at these levels.
Strategy
We will pursue the following strategies:
| · | Grow the Worthy community. |
| · | Market our Worthy Bonds and other products through digital and other social networking channels |
| · | Establish strategic relationship with lending platforms |
| · | Establish Strategic Relationships with Service Providers. |
Risks Affecting Us
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 4. These risks include, but are not limited to the following:
| · | Although our parent has developed the Worthy App, we have not, as of this date, made any loans or sold any Worthy Bonds. |
| · | Absent any additional financing, other than the sale of Worthy Bonds, we may be unable to meet our operating expenses. |
| · | We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. |
| · | We have a limited history of operations and may not achieve profitability in the future. |
| · | We operate in a highly regulated industry, and our business may be negatively impacted by changes in the regulatory environment. |
| · | Our business may be negatively impacted by worsening economic conditions and fluctuations in the credit market. |
| · | We may not be able to increase the number and total volume of loans or other credit products in which we participate. |
| · | Competition in our industry is intense. |
| · | Our loans will generally be secured obligations of our borrowers, who may not fully meet their obligations, resulting in losses and/or costly and time-consuming collections efforts. |
| · | We will rely on data centers, outside service providers and other lenders with whom we will participate in the commercial process of making loans. |
| · | Holders of Worthy Bonds are exposed to the credit risk of the Company. |
| · | There has been no public market for Worthy Bonds and none is expected to develop. |
| · | We may not qualify for an exemption from regulation as an investment company pursuant to the Investment Company Act of 1940. |
| · | Our previous auditor raised substantial doubt about our ability to continue as a going concern in their audit report dated March 10, 2017 |
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Our Company
We were incorporated in Delaware in June 2016. Our principal address is 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida 33431. Our phone number is (561) 504-4299. Our website is www.worthybonds.com. We are a wholly owned subsidiary of Worthy Financial Inc., a Delaware corporation (“WFI”). The principal address and telephone number of WFI is the same as that of the Company. Neither we nor WFI had any revenues during 2016 or the first two quarters of 2017. The amount of assets and equity for each of WFI and this Company is nominal.
Except for this offering circular and our other public filings with the SEC pursuant to the requirements of SEC Regulation A, information found on, or accessible through, our website is not a part of, and is not incorporated into, this offering circular, and you should not consider it part of this offering circular. For more information, please see our filings on www.sec.gov.
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Securities offered by us
| Worthy Bonds |
Worthy Website
| www.worthybonds.com |
Worthy Bonds
| The Worthy Bonds will:
· be priced at $10.00 each; · represent a full and unconditional obligation of the Company; · bear interest at 5% per annum; · have a term of three years, renewable at the option of the bond holder; · subject to put by the holder at a 1% discount (may be charged only if exercised during the first year and chargeable against accrued interest);1 · subject to a call by the Company; and · not be payment dependent on any underlying small business loan or loans issued by us.
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Principal amount of Worthy Bonds: | We will not issue securities hereby having gross proceeds in excess of $50 million during any 12-month period. The securities we offer hereby will be offered on a continuous basis.
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Regulation A Tier | Tier 2
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Worthy Bonds Purchasers | Accredited investors pursuant to Rule 501 and non-accredited investors. Pursuant to Rule 251(d)(2)(C), non-accredited investors who are natural persons may only invest the greater of 10% of their annual income or net worth. Non-natural non-accredited persons may invest up to 10% of the greater of their net assets or revenues for the most recently completed fiscal year.
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Securities outstanding prior to this offering (as of December 31, 2016)
| 1,000,000 shares of common stock2 |
Manner of offering | See section titled “Plan of Distribution” beginning on page 20.
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How to invest | Visit www.worthybonds.com and click the “Invest” link at the top of the home page.
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Use of proceeds | If we sell $50 million of gross proceeds from the sale of our securities under this offering circular, we estimate our net proceeds, after deducting estimated commissions and expenses, will be approximately $49,950,000, assuming our offering expenses are $50,000. We intend to use the proceeds from this offering to fund loans and for general corporate purposes including the costs of this offering. See “Use of Proceeds.” |
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1 If put is for more than $50,000, holder must give us thirty day prior written notice.
2 We are a wholly owned subsidiary of WFI and WFI has 1,184,106 shares outstanding.
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Investing in our securities involves a high degree of risk. Before deciding whether to invest, you should consider carefully the risks and uncertainties described below, our financial statements and related notes, and all of the other information in this offering circular. If any of the following risks actually occurs, our business, financial condition, results of operations, and prospects could be adversely affected. As a result, the value of our securities could decline, and you could lose part or all of your investment.
Risks Related to Our Industry
The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.
Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely affect our ability to operate in the manner in which we intend to conduct business or make it more difficult or costly for us to participate in or otherwise make loans. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to participate in and perform our obligations to investors and other constituents.
The initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation. We cannot assure you that such claims will not be asserted against us in the future.
Worsening economic conditions may result in decreased demand for loans, cause borrowers’ default rates to increase, and harm our operating results.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism, and catastrophes.
Our borrowers are individuals and small businesses. Accordingly, our borrowers have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for loans by potential borrowers or higher default rates by borrowers.
There can be no assurance that economic conditions will remain favorable for our business or that demand for loans in which we participate or default rates by borrowers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenue, while increased default rates by borrowers may inhibit our access to capital and negatively impact our profitability. Further, if an insufficient number of qualified individuals and small businesses apply for loans, our growth and revenue would be negatively impacted.
Competition for employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.
Competition for highly skilled personnel, especially data analytics personnel, is extremely intense, and we could face difficulty identifying and hiring qualified individuals in many areas of our business. We may not be able to hire and retain such personnel. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we intend to invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve borrowers could diminish, resulting in a material adverse effect on our business. We currently have no full time employees. However, management and staffing are presently provided by our parent company at no cost to us.
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Risks Related to Our Company
We are an early-stage startup with no operating history, and we may never become profitable.
We do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we will not be able to attract investment, compete, or maintain operations.
Our auditors have raised substantial doubt about our ability to continue as a growing concern.
Our auditors have raised substantial doubt about our ability to continue as a growing concern. No assurances can be given that the Company will achieve success in selling its Worthy Bonds.
We have a limited operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:
| · | increase the number and total volume of loans and other credit products extended to borrowers; |
| · | improve the terms on which loans are made to borrowers as our business becomes more efficient; |
| · | increase the effectiveness of our direct marketing and lead generation through referral sources; |
| · | successfully develop and deploy new products; |
| · | favorably compete with other companies that are currently in, or may in the future enter, the business of lending to small businesses; |
| · | successfully navigate economic conditions and fluctuations in the credit market; |
| · | effectively manage the growth of our business; and |
| · | successfully expand our business into adjacent markets. |
We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.
If the information provided by borrowers is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan, and our operating results may be harmed.
Our loan participation or loan decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, we may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component of our underwriting process, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business, and operating results.
Our risk management efforts may not be effective.
We could incur substantial losses, and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the risk profile of such borrowers could be higher than anticipated. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future.
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We will rely on various referral sources and other borrower lead generation sources, including lending platforms.
Unlike banks and other larger competitors with significant resources, we intend to rely on our smaller-scale marketing efforts, affinity groups, partners, and loan referral services to acquire borrowers. We do not have exclusive rights to referral services, and we cannot control which loans or the volume of loans we are sent. In addition, our competitors may enter into exclusive or reciprocal arrangements with their own referral services, which might significantly reduce the number of borrowers we are referred. Any significant reduction in borrower referrals could have an adverse impact on our loan volume, which will have a correspondingly adverse impact on our operations and our company.
Our loans may be unsecured obligations of our borrowers.
We believe that some of our loans will be unsecured obligations of the borrowers. This means that, for those loans, we will not be able to foreclose on any assets of our borrowers in the event that they default. This limits our recourse in the event of a default. We may also attract borrowers who have fewer assets and may be engaged in less developed businesses than our peers. If we are unable to access collateral on our loans that default, our results of operations may be adversely impacted.
We will face increasing competition and, if we do not compete effectively, our operating results could be harmed.
We compete with other companies that lend to individuals and small businesses. These companies include traditional banks, merchant cash advance providers, and newer, technology-enabled lenders. In addition, other technology companies that lend primarily to individual consumers, such as Lending Club and Prosper Marketplace, have already begun to focus, or may in the future focus, their efforts on lending to small businesses.
Many of these competitors have significantly more resources and greater brand recognition than we do and may be able to attract borrowers more effectively than we do.
When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to explore new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges. Further, to the extent that the fees we pay to our strategic partners and borrower referral sources are not competitive with those paid by our competitors, whether on new loans or renewals or both, these partners and sources may choose to direct their business elsewhere. All of the foregoing could adversely affect our business, results of operations, financial condition, and future growth.
The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or differing views of personal privacy rights.
We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Worthy Bonds and services. There are federal, state, and foreign laws regarding privacy, recording telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our business.
The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with other binding laws or with our current policies and practices. If either we or our third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.
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We are reliant on the efforts of Sally Outlaw, Andrew Rachmell and Alan Jacobs.
We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our executive officers, Sally Outlaw, our Chief Executive Officer, Andrew Rachmell, our Director of Business Development and Alan Jacobs, our Chief Operating Officer. Ms. Outlaw, Mr. Jacobs and Mr. Rachmell have expertise that could not be easily replaced if we were to lose any or all of their services.
The nature of our business may subject us to regulation as an investment company pursuant to the Investment Company Act of 1940.
We believe that we fall within the exception of an investment company provided by Section 3(c)(5)(A) and/or Section 3(c)(5)(B) of the Investment Company Act of 1940. Section 3(c)(5)(A) provides an exemption for a company that is primarily engaged in purchasing or otherwise acquiring notes representing part or all of the sales price of merchandise and/or services. Section 3(c)(5)(B) provides an exemption for a company that is primarily engaged in making loans to manufacturers, wholesalers and retailers of and to prospective purchasers of specified merchandise and/or services. If for any reason we fail to meet the requirements of the exemptions provided by Section 3(c)(5)(A) or 3(c)(5)(B) we will be required to register as an investment company, which could materially and adversely affect our proposed plan of business.
Compliance with Regulation A and reporting to the SEC could be costly.
Compliance with Regulation A could be costly and requires legal and accounting expertise. Because the new rules implementing Title IV of the Jumpstart Our Business Startups Act of 2012 took effect in June 2015, we have no experience complying with the new provisions of Regulation A or making the public filings required by the rule. Besides qualifying this Form 1-A, we must file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.
Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.
Risks Related to Worthy Bonds
Holders of Worthy Bonds are exposed to the credit risk of the Company.
Worthy Bonds are our full and unconditional obligations. If we are unable to make payments required by the terms of the notes, you will have an unsecured claim against us. Worthy Bonds are therefore subject to non-payment by the Company in the event of our bankruptcy or insolvency. In an insolvency proceeding, there can be no assurances that you will recover any remaining funds. Moreover, your claim may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.
There is no public market for Worthy Bonds, and none is expected to develop.
Worthy Bonds are newly issued securities. Although under Regulation A the securities are not restricted, Worthy Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Worthy Bonds, and we do not intend to list Worthy Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Worthy Bonds through their maturity dates as Worthy Bonds are expected to be highly illiquid investments.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering circular contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. The forward-looking statements are contained principally in “Offering Circular Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Business.” Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in “Risk Factors” and elsewhere in this offering circular. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this offering circular. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this offering circular. You should read this offering circular and the documents that we have filed as exhibits to the Form 1-A of which this offering circular is a part, completely and with the understanding that our actual future results may be materially different from what we expect.
Any forward-looking statement made by us in this offering circular speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
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If we sell $50,000,000 of gross proceeds from the sale of our securities under this offering circular, we estimate our net proceeds, after deducting estimated commissions and expenses, will be approximately $49,950,000, assuming our expenses are $50,000 for such offerings. We intend to use approximately 95% of the proceeds from this offering to fund loans and approximately 5% of the proceeds for general corporate purposes.
General corporate purposes might be, but are not limited to, the costs of this offering, including our legal and accounting expenses, rent, utilities, computer hardware and software and promotion and marketing. Our management has sole discretion regarding the use of proceeds from the sale of Worthy Bonds. Until we have adequate working capital we do not intend to use any of the proceeds to compensate or otherwise make payments to our officers, directors or subsidiaries.
Pending use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
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Background
The Company is a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), a Delaware corporation, which was organized in February 2016 by Sally Outlaw, our President and CEO. Ms. Outlaw is a leading crowd funding strategist and a Registered Investment Advisor.
WFI was organized to create a “Worthy Community” which we are initially targeting to the millennials who are surpassing the baby boomers as the nation’s largest living generation. Management believes that this demographic in large part has a basic distrust of old guard financial institutions, is burdened by student loans and other debt, change employment frequently and is unable to save money and/or fund a retirement program. At the same time there are two rapidly growing trends – peer financing and robo investing.
WFI has developed a mobile app, the Worthy App, for members of its potentially targeted community, which management believes to be is approximately 74,000,000 millennials, who spend more than $600 billion per year. The Worthy App seeks to monetize debit card, checking account linked credit card purchases and other checking account transactions by rounding up the purchase to the next whole dollar amount, which the member can thereafter use to purchase the Worthy Bonds being offered by this offering circular.
Procedurally, Worthy members download the “App” and simply link their debit card or credit card to the App. Every time the member shops or completes any checking account transaction, the App automatically rounds up their purchase to the next dollar, sets aside the spare change and then permits the member to use it to invest in the Worthy Bonds. The member’s bank accounts are monitored and the money is transferred via ACH once the round up amounts reaches $10.00. Members using this App can also make one time or recurring contributions (the “Contributions”) to buy Worthy Bonds. Direct sales of the Worthy Bonds may also be made independent of the Worthy App.
Through the Worthy App and our website we will also provide access to services, which will be attractive to the Worthy Community and others, such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), small business loans, student loans, auto loans, student loan refinancing and debt counseling. Referral fees will be paid to WFI and shared with us. Worthy has established a Worthy Referral Partner List of Lenders, which includes:
| · | Personal loans – Pave , Upstart and Prosper |
| · | Student loans – Common Bond and SoFi |
| · | Business loans – Street Shares and Funding Circle |
In addition to the millennials, we may also seek to establish strategic relationships with local and national companies to incorporate our services to the benefits it provides to its hourly employees, borrowers and users, as well as veterans and municipal employees and colleges and university alumni associations.
Worthy Website
We intend to operate one website: www.worthybonds.com. Prospective Worthy Bonds investors will create a username and password, and indicate agreement to our terms and conditions and privacy policy.
The following features are available to participants in the Worthy Bonds program through our website:
| · | Available Online Directly from Us. You can purchase Worthy Bonds directly from us through our website. |
| · | No Purchase Fees Charged. We will not charge you any commission or fees to purchase Worthy Bonds through our website. However, other financial intermediaries, if engaged, may charge you commissions or fees. |
| · | Invest as Little as $10. You will be able to build ownership over time by making purchases as low as $10. |
| · | Flexible, Secure Payment Options. You may purchase Worthy Bonds electronically or by wire transfer, and we will provide funding instructions. |
| · | Manage Your Portfolio Online. You can view your investments, returns, and transaction history online, as well as receive tax information and other portfolio reports. |
11
Proceeds from the Worthy Bonds contemplated in this offering will be used to fund loans and for general corporate purposes, including the costs of this offering. The Worthy Bonds are not dependent upon any particular loan and remain at all times the general obligations of Worthy.
Our Business
Under our business model, we intend to generate revenue in multiple ways: through fees charged to borrowers, interest generated from each loan that we purchase or in which we participate and fees from ancillary services that we introduce to our Worthy members and others provided by us.
It is the intention of Worthy to provide (i) loans to manufacturers, wholesalers, and retailers secured by inventory, (ii) retail inventory financing, and (iii) purchase order financing. The Retail Inventory financing is a form of asset-based lending that allows retailers and wholesalers to use inventory as collateral to obtain a line of credit from us. The line of credit can be used to purchase additional inventory or help the business purchase additional inventory.
Purchase order financing allows manufacturers and wholesalers to receive up to 100 percent of the funds needed to fill an order for specified merchandise when they are unable to do so on their own.
We anticipate that we will generate fees from our ancillary services by agreement with WFI. These ancillary services will be from introducing our bond holders to providers of personal loans, student loans, and small business loans. We are to receive 1/3 of the fees received by WFI. We are unable to anticipate the amount of the loans or the fees we will receive.
We lease our approximately 300 square-feet, executive suite office space in Boca Raton, Florida and own no physical properties. If necessary, we believe we can find alternative office space without difficulty near our current location.
12
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering circular. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this offering circular for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are an early-stage company, which intends to loan or participate in loans, from a variety of lending sources.
Operating Results
Since inception we have engaged in organizational activities. Funding has been provided by our parent. We expect that additional funding will be provided by our parent.
Liquidity and Capital Resources
As of this date we have very limited resources. It is the intention of WFI to raise funding for our working capital. There is no written agreement between us and WFI. On June 20, 2017, WFI raised $600,000 from one accredited investor approximately $27,532 of which has been used to pay certain of our professional and other expenses. Additionally WFI has undertaken a further private financing of up to $1 million to provide funds for us as well as its other business needs. There are no assurances that they will be successful in providing such funding.
Sources of Liquidity
As of this date we have not identified any sources of capital other than our parent. There is no certainty that our parent will raise any funds or if a financing can be made under reasonable terms.
Plan of Operations
We are a newly organized company and since inception have worked on organizational and development matters. We have engaged with WFI in beta testing the App and website improvement. For the twelve months following the commencement of the offering, WFI will continue to meet with potential funding sources to raise funding for our working capital. During that same period we will seek to sell our Worthy Bonds and invest the proceeds in asset based business loans. As part of our selling and marketing efforts, we will meet with groups whose employees may be potential purchasers of our Worthy Bonds. Given the uncertainty of the amount of Worthy Bonds that we will sell makes it difficult to provide a plan of operations in greater detail. Until cash flow permits compensation will not be paid to our officers, directors or employees and we will rely, if necessary, on advances from our parent as to which we have no assurances. In the absence of cash flow employees will not be compensated. Depending on the amount of proceeds from this offering, during the first twelve months we will rely on funds advanced by our parent.
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 4 to our financial statements appearing elsewhere in this offering circular (see pages F-1 – F-9), and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
13
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.
Cash and cash equivalents
The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2016.
Income taxes
Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.
Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.
The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.
The Company is subject to income taxes in the United States Federal jurisdiction and Florida. Its initial tax returns are due to be filed by March 15, 2017. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.
Risks and uncertainties
The Company’s business could be impacted by continuing price pressure on its operating costs, acceptance of its products or services in the market place, new competitors, changing federal and/or state legislation, new technologies and other factors. Adverse changes in these areas could negatively impact the Company’s financial position, results of operations and cash flows.
14
Our executive officers and directors, and ages are as follows:
Name |
| Age |
| Position |
| Term of Office |
Executive Officers: |
|
|
|
|
|
|
Sally Outlaw |
| 54 |
| Chief Executive Officer, Co-Founder, Director |
| Since June 2016 |
Andrew Rachmell |
| 56 |
| Senior Vice President, Director of Business Development, Co-Founder, Director |
| Since June 2016 |
Alan Jacobs |
| 75 |
| Senior Vice President, Chief Operating Officer, Director |
| Since June 2016 |
Sally Outlaw as a co-founder of the Company has served as our chief executive officer and director since inception. For more than the past five years she has been very active in the promulgation of the crowd funding rules and regulations. Since October 2010 she has been the president of Peerbackers LLC, which has been engaged in all aspects of crowd funding. Ms. Outlaw is also president and CEO of Peerbackers Advisory LLC, an SEC Registered Investment Advisor. She has also been chief executive officer of Worthy Financial, Inc. since its inception in 2016.
Andrew Rachmell, as a co-founder of the Company, has served as the senior vice president and director of business development since inception. For more than the past five years he has been the co-founder and Vice President-Business Development of Peerbackers LLC, a service provider to accredited and unaccredited investors, entrepreneurs and emerging companies seeking capital through crowd finance vehicles. During that same period of time, Mr. Rachmell, also has also been Vice President of Peerbackers Advisory, LLC and a senior admissions advisor for Kaplan University. He has also been senior vice president of Worthy Financial, Inc. since 2016.
Alan Jacobs has served as our senior vice president, chief operating officer and director since inception. For more than the past five years he has been engaged as a business consultant for various early stage companies. From September 2014 to December 2015, Mr. Jacobs was associated with ViewTrade Securities, a FINRA registered broker-dealer. Prior to that time and for more than 30 years, Mr. Jacobs was associated with several FINRA registered broker-dealers including Ladenburg Thalman, Josephthal & Company, and Capital Growth Securities. Mr. Jacobs received his bachelor’s degree from Franklin and Marshall College and law degree from Columbia University. Mr. Jacobs has also been senior vice president of Worthy Financial, Inc. since 2016. He is also president of Wheelchair Fitness Inc. and director of business development of SSTI, Inc. since 2015.
Family Relationships
None.
Conflicts of Interest
We do not believe that we are a party to any transactions that contain or give rise to a conflict of interest between any of our directors, officers and major stockholders on the one hand, and Worthy Peer Capital on the other hand.
Involvement in Certain Legal Proceedings
We are not a party to any litigation.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
We have not paid any compensation since inception and have no intentions to pay compensation until there is a positive cash flow from our operations. There are no employment agreements or proposed compensation.
15
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
We currently have 1,000,000 shares of our common stock outstanding, which are all owned by WFI. WFI has 1,184,106 shares outstanding, which are held as of June 30, 2017, by the executive officers and directors and holders of more than 5% of the common stock of WFI as follows:
Name and address of |
|
|
|
| Amount and nature of |
|
| Percent of class |
| |
Sally Outlaw |
|
|
|
| 419,790 | (2) |
|
| 34% |
|
Andrew Rachmell |
|
|
|
| 228,960 | (2) |
|
| 19.3% |
|
Alan and Susan Jacobs |
|
|
|
| 200,000 | (2) |
|
| 16.6% |
|
All officers and directors, as a group (3 persons) |
|
|
|
| 848,750 |
|
|
| 69.9% |
|
Randolph H. Pohlman (3) |
|
|
|
| 100,000 |
|
|
| 8.4% |
|
Jack W. and Susan S. Richards |
|
|
|
| 190,356 |
|
|
| 16.1% |
|
———————
(1) | Unless otherwise noted, the address of each executive officer or directors is Worthy Financial, Inc., 4400 North Federal Highway, Suite 210, Boca Raton, Florida 33431 |
(2) | All shares are held indirectly through WFI. |
(3) | Shares are held by the Randolph A. and Jeannette Pohlman Living Trust. |
16
THE WORTHY PEER CAPITAL WEBSITE
Worthy Bond investors are provided with a bond directly from the Company. All bonds earn the designated annual rate and are fully guaranteed by us.
Worthy Bonds are held on our website in electronic form and are not listed on any securities exchange. The Worthy Bonds are transferable except a servicing fee of up to 1% may be charged for the transfer of Worthy Bonds to third parties, which charge would only be made against accrued interest. Worthy Bonds can be viewed at any time by accessing the “My docs” tab in the investor’s account. These bonds are only accessible by the individual investor and cannot be accessed unless the investor enters login-credentials.
Fees
Worthy Bond investors are not charged a servicing fee for their investments, but may be charged a transaction fee if their method of deposit requires us to incur an expense.
Use of Proceeds
We will use the proceeds of this offering primarily to make and participate in loans but also for general corporate purposes, including the costs of this offering. See “Use of Proceeds.”
Establishing an Account
The first step to being able to purchase Worthy Bonds under our website is for a user to set up an account (a “Worthy Bonds Account”). In order to set up a Worthy Bonds Account, you need to do the following:
| · | if you are an individual, you will need to establish a Worthy Bonds Account through our website by registering and providing your name, email address, social security number, the type of account and other specified information; |
| · | if you are an organization, you will establish a Worthy Bonds Account through our website by registering and providing the name of the organization, the type of organization, email address, tax identification number, type of account and other specified information; and |
| · | in either case, you must agree to our terms of use, privacy policy and subscription agreement, which provide for the general terms and conditions of using our website and purchasing the Worthy Bonds and other applicable terms and conditions. |
As part of these terms and conditions and by registering to purchase Worthy Bonds, you will be required to certify to us that:
| · | you will have had the opportunity to download and view this offering circular and any offering circular supplement through our website each time you purchase Worthy Bonds; |
| · | if you are an individual investor, your purchase order is submitted for and on behalf of your account; |
| · | if you are an organization, your purchase order has been submitted by an officer or agent who is authorized to bind the organization; |
| · | you are making your own investment decision and understand the risk of investing in the Worthy Bonds; |
| · | we are not providing you any investment advice nor are we acting as or registered as a broker, dealer, investment adviser or other fiduciary; and |
| · | your purchase order and all other consents submitted through our website are legal, valid and enforceable contracts. |
You must agree to receive all notifications required by law or regulation or provided for by our website electronically at your last electronic address you provided to us.
After you have successfully registered with our website, you will receive a confirmation of your successful registration and may view available Worthy Peer Capital Note offerings. Please note that you are not obligated to submit a purchase order for any Worthy Bonds simply because you have registered on our website.
17
The Worthy Bonds may not be a suitable investment for you, even if you qualify to purchase Worthy Bonds. Moreover, even if you qualify to purchase Worthy Bonds and place a purchase order, you may not receive an allocation of Worthy Bonds for a number of reasons.
If you have difficulty opening an account or otherwise using our website, you may use the live help button on our website to connect with one of our customer service representatives. Customer service representatives will help you with technical and technology issues related to your use of our website. However, customer service representatives will not provide you with any investment advice, nor will they provide you with any information as to the Worthy Bonds, how much to invest in Worthy Bonds, or the merits of investing or not investing in Worthy Bonds.
How to Purchase Worthy Bonds
In order for you to complete a purchase order for Worthy Bonds, you must first provide funds. We will instruct you on how to do so. You may then submit purchase orders by:
| · | reviewing the applicable offering circular for Worthy Bonds; |
| · | indicating the amount of Worthy Bonds that you wish to purchase; |
| · | submitting a purchase order by clicking the confirmation button; and |
| · | reviewing the purchase order to ensure accuracy, checking the box to confirm accuracy and confirming the purchase order by clicking the confirmation button. |
You will not be able to purchase a Worthy Bond unless you have completed all of the above steps.
Once you submit a purchase order to our website, your purchase order will constitute an offer to purchase Worthy Bonds. For purposes of the electronic order process at our website, the time as maintained on our website will constitute the official time of a purchase order.
Website Operation
Although our website has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of our website to any particular issuance of Worthy Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access our website at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to our website, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by our website. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.
Orders are typically processed on the business day following the order. You may not withdraw the amount of your purchase order, unless the listing is withdrawn or cancelled. Once a purchase order is accepted and processed, it is irrevocable. See “The Worthy Peer Capital Basic Platform—Structure of Investor Accounts and Treatment of Your Balances” for more information. Interest does not accrue until the purchase funds have cleared.
Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the Worthy Bonds that you wish to purchase. In the case of an entity investor, the prospective investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity.
Currently, the minimum purchase order that you may submit for any particular offering of Worthy Bonds is $10, and subject to consideration there is no maximum purchase order that may be submitted, except for non-accredited investors, whose purchases will be subject to the following limits pursuant to SEC Rule 251(d)(2)(C):
| · | natural non-accredited persons may only invest the greater of 10% of their annual income or net worth; and |
| · | non-natural non-accredited persons may invest up to 10% of the greater of their net assets or revenues for the most recently completed fiscal year. |
Tax and Legal Treatment
Worthy Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.
18
Following is a summary of the terms of the Worthy Bonds, which will be offered on the Worthy website.
General. We may offer Worthy Bonds, with a total value of up to $50 million on a continuous basis, under this offering circular. We will not issue more than $50 million of securities pursuant to this offering circular in any 12-month period.
The Worthy Bonds will:
| · | be priced at $10.00 each; |
| · | represent a full and unconditional obligation of the Company; |
| · | bear interest at 5% per annum; |
| · | have a term of three years, renewable at the option of the bond holder; |
| · | not be payment dependent on any underlying small business loan. |
Interest. Interest shall be computed on the basis of a year consisting of 360 days and will accrue when the purchase of funds have cleared.
Ranking. The Worthy Bonds will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Worthy Bonds by their terms. There is no sinking fund.
Form and Custody. Worthy Bonds will be issued by computer-generated program on our website and electronically signed by the Company in favor of the investor. The Worthy Bonds will be stored by the Company and will remain in the Company’s custody for ease of administration.
Put by holder. Subject to a put by the holder at a discount of 1% (may be charged only if exercised during the first year and chargeable only against accrued interest).
Further, if the put is more than $50,000, holder must give us thirty days prior written notice.
Callable. Subject to a call by the Company at the principal amount plus accrued interest.
Conversion or Exchange Rights. We do not expect the Worthy Bonds to be convertible or exchangeable into any other securities.
Events of Default. The following will be events of default under the Worthy Bonds:
| · | if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; |
| · | if we fail to pay the principal, or premium, if any, when due whether by maturity or called for redemption; and |
| · | if we cease operations, file, or have an involuntary case filed against us, for bankruptcy, are insolvent or make a general assignment in favor of our creditors. |
The occurrence of an event of default of Worthy Bonds may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default may constitute an event of default under certain of our other indebtedness outstanding from time to time.
Redemption at Maturity and Rollovers. All redemptions and rollovers will be handled electronically. Within 30 days of maturity the holder will be advised of the maturity and given the opportunity to rollover the note, including the terms of the rollover.
Governing Law. Worthy Bonds will be governed and construed in accordance with the laws of the State of Florida.
No Personal Liability of Directors, Officers, Employees and Stockholders. No incorporator, stockholder, employee, agent, officer, director or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Worthy Bonds.
19
Subscribing for Worthy Bonds
We are offering up to $50,000,000 in our Worthy Bonds pursuant to this offering circular. Worthy Bonds being offered hereby will be offered through the Worthy Peer Capital website at www.worthybonds.com. We reserve the right, however, to engage an underwriter to offer these Bonds. We may also engage the services of a portal to offer these Worthy Bonds. This offering circular will be furnished to prospective investors via electronic format before or at the time of all written offers and will be available for viewing and download on the Worthy Peer Capital website, as well as on the SEC’s website at www.sec.gov.
In order to subscribe to purchase Worthy Bonds, a prospective investor must electronically complete, sign and deliver to us an executed subscription agreement and provide funds for its subscription amount in accordance with the instructions provided therein.
We may also engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Worthy Bonds. If any broker-dealer or other agent/person is engaged to sell our Worthy Bonds, we will file a post-qualification amendment disclosing the names and compensation arrangements prior to any sales by such persons.
State Law Exemption and Offerings to “Qualified Purchasers”
Our Worthy Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act of 1933). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that our Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when our Worthy Bonds are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Worthy Bonds does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
Physical Worthy Bonds Will Not be Issued
We will not issue Worthy Bonds in physical or paper form. Instead, our Worthy Bonds will be recorded and maintained on our membership register.
Advertising, Sales and other Promotional Materials
In addition to this offering circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering to better understand possible demand for the Worthy Peer Capital Note product. These “test-the-waters” materials may include information relating to our Company, this offering, the past performance of our loan transactions, articles and publications concerning small business lending, or public advertisements and audio-visual materials, in each case only as authorized by us. All such materials will contain disclaimers required by, and be disseminated in a fashion permitted by, Regulation A. Although these materials will not contain information in conflict with the information provided by this offering circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our Worthy Bonds, these materials will not give a complete understanding of this offering, us or our Worthy Bonds and are not to be considered part of this offering circular. This offering is made only by means of this offering circular and prospective investors must read and rely on the information provided in this offering circular in connection with their decision to invest in our Worthy Bonds. To be clear, all investors will be furnished with a copy of a current offering circular before or at the time of all written offers.
20
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In connection with the organization of WFI, the Pearlman Law Group was issued 25,000 shares of its common stock at par value per share.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Subsequent to March 10, 2017, D’Arelli Pruzansky P.A., who audited our financial statements for the period from inception (June 9, 2016) to December 31, 2016, declined to stand for election since it had determined that it would no longer provide audit services to its clients and voluntarily withdrew as a member of the PCAOB. On October 30, 2017, our board of directors approved the appointment of Assurance Dimensions, CPA.
The report of D’Arelli Pruzansky did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. Prior to their declination there were no disagreements with D’Arelli Pruzansky P.A. on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures which disagreements, if not resolved to the satisfaction of D’Arelli Pruzansky, would have caused them to make reference to the subject matter of the disagreements with their report. Prior to the engagement of Assurance Dimensions, CPA, we did not consult with them regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and no written report was provided to us or oral advice was provided that Assurance Dimensions, CPA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reports issue.
Certain legal matters regarding the securities being offered by this offering circular have been passed upon for us by Pearlman Law Group LLP, Fort Lauderdale, Florida.
Our audited financial statements as of and for the period from June 9, 2016 (inception) through December 31, 2016 have been audited by D’Arelli Pruzansky, P.A., Independent Registered Public Accounting Firm. Such financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
21
Financial Statements
TABLE OF CONTENTS
|
| Page |
Condensed Financial Statements as of and for the Six Months Ended June 30, 2017 (unaudited) and for the Period June 9, 2016 (Inception) Through December 31, 2016 |
|
|
|
|
|
Condensed Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016 |
| F-2 |
|
|
|
Condensed Statements of Operations for the six months ended June 30, 2017 (unaudited) and the period June 9, 2016 (Inception) through June 30,2016 (unaudited) |
| F-3 |
|
|
|
Condensed Statements of Changes in Shareholder’s Deficit for the period June 30, 2017 |
| F-4 |
|
|
|
Condensed Statements of Cash Flows for the six months ended June 30, 2017 and the period ended June 30, 2017 (unaudited) |
| F-5 |
|
|
|
Notes to Condensed Financial Statements |
| F-6 |
Audited Financial Statements as of and for the Period June 9, 2016 (Inception) Through December 31, 2016 |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
| F-10 |
|
|
|
Balance Sheet as of December 31, 2016 |
| F-11 |
|
|
|
Statement of Operations for the period June 9, 2016 (Inception) through December 31, 2016 |
| F-12 |
|
|
|
Statement of Changes in Shareholders’ Deficiency for the period June 9, 2016 (Inception) through December 31, 2016 |
| F-13 |
|
|
|
Statement of Cash Flows for the period June 9, 2016 (Inception) through December 31, 2016 |
| F-14 |
|
|
|
Notes to Financial Statements |
| F-15 |
F-1
Worthy Peer Capital, Inc
Condensed Balance Sheets
|
| June 30, |
|
| December 31, |
| ||
|
| 2017 |
|
| 2016 |
| ||
|
| (Unaudited) |
|
| (1) |
| ||
ASSETS |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
CURRENT ASSETS: |
|
|
|
|
|
|
| |
Cash |
| $ | 100 |
|
| $ | 100 |
|
TOTAL CURRENT ASSETS |
|
| 100 |
|
|
| 100 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 100 |
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDER'S DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 35,773 |
|
| $ | 35,773 |
|
Advances from affiliate |
|
| 2,532 |
|
|
| — |
|
Advances from officer |
|
| 653 |
|
|
| 653 |
|
TOTAL CURRENT LIABILITIES |
|
| 38,958 |
|
|
| 36,426 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDER'S DEFICIT |
|
|
|
|
|
|
|
|
Preferred Stock |
|
| — |
|
|
| — |
|
$0.0001 par value, 10 million shares authorized, 0 shares issued and outstanding |
|
|
|
|
|
|
|
|
Capital stock |
|
| 100 |
|
|
| 100 |
|
$0.0001 par value, 40 million shares authorized, 1,000,000 shares issued and outstanding |
|
|
|
|
|
|
|
|
Accumulated deficit |
|
| (38,958 | ) |
|
| (36,426 | ) |
TOTAL SHAREHOLDER'S DEFICIT |
|
| (38,858 | ) |
|
| (36,326 | ) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT |
| $ | 100 |
|
| $ | 100 |
|
(1) Derived from audited financial statements
See accompanying notes to the unaudited condensed financial statements
F-2
WORTHY PEER CAPITAL, INC.
Statements of Operations
|
| For the Six Months Ended June 30, 2017 |
|
| For the Period June 9, 2016 (Inception) Through 2016 |
| ||
|
| (Unaudited) |
|
| (Unaudited) |
| ||
OPERATING EXPENSES: |
|
|
|
|
|
| ||
General and Administrative Expenses: |
|
|
|
|
|
| ||
Licenses and registrations |
| $ | 1,532 |
|
| $ | 653 |
|
Professional fees – accounting |
|
| 1,000 |
|
|
| — |
|
TOTAL OPERATING EXPENSES |
|
| 2,532 |
|
|
| 653 |
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES |
|
| 2,532 |
|
|
| 653 |
|
|
|
|
|
|
|
|
|
|
LESS PROVISION FOR INCOME TAXES |
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | 2,532 |
|
| $ | 653 |
|
See accompanying notes to the unaudited condensed financial statements
F-3
WORTHY PEER CAPITAL, INC.
Statements of Changes in Shareholder’s Deficit
|
|
|
|
|
|
|
| Total |
| |||
|
| Capital |
|
| Accumulated |
|
| Shareholder's |
| |||
|
| Stock |
|
| Deficit |
|
| Deficit |
| |||
BALANCE AT JUNE 9, 2016 (INCEPTION) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
Capital contribution |
|
| 100 |
|
|
| — |
|
|
| 100 |
|
Net loss |
|
| — |
|
|
| (36,426 | ) |
|
| (36,426 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2016 |
| $ | 100 |
|
| $ | (36,426 | ) |
| $ | (36,326 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| — |
|
|
| (2,532 | ) |
|
| (2,532 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JUNE 30, 2017 (Unaudited) |
| $ | 100 |
|
| $ | (38,958 | ) |
| $ | (38,858 | ) |
See accompanying notes to the unaudited condensed financial statements
F-4
WORTHY PEER CAPITAL, INC.
Statements of Cash Flows
|
| For the Six Months Ended June 30, 2017 |
|
| For the Period June 9, 2016 (Inception) Through June 30, 2016 |
| ||
|
| (Unaudited) |
|
| (Unaudited) |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
NET LOSS |
| $ | (2,532 | ) |
| $ | (653 | ) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Due to Officer |
|
| — |
|
|
| 653 |
|
Net cash used in operating activities |
|
| (2,532 | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Advance from affiliate |
|
| 2,532 |
|
|
|
|
|
Net cash used in investing activities |
|
| 2,532 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Initial capitalization |
|
| — |
|
|
| 100 |
|
Net cash provided by financing activities |
|
| — |
|
|
| 100 |
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH |
|
| — |
|
|
| 100 |
|
|
|
|
|
|
|
|
|
|
CASH AT THE BEGINNING OF THE PERIOD |
|
| 100 |
|
|
| — |
|
CASH AT THE END OF THE PERIOD |
| $ | 100 |
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Income taxes |
| $ | — |
|
| $ | — |
|
Interest |
| $ | — |
|
| $ | — |
|
See accompanying notes to the unaudited condensed financial statements
F-5
WORTHY PEER CAPITAL, INC.
Notes to Condensed Financial Statements
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “WPC”, “we,” or “us”) was founded June 9, 2016. We are an early stage company which intends to loan or participate in loans, primarily to small business borrowers. We intend to offer the Worthy Notes in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthycapital.com.
We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows its users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Notes. The “users” may also use additional funds to purchase Worthy Notes. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.
NOTE 2. BASIS OF INTERIM PRESENTATION
The accompanying interim condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial reporting. These interim condensed financial statements and notes thereto of Worthy Peer Capital, Inc. have not been audited by independent auditors, except for the balance sheet as of December 31, 2016 and should be read in conjunction with the Company’s December 31, 2016 annual financial statements. In the opinion of the Company’s management, the interim condensed financial statements include all adjustments and disclosures necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods reported herein. These adjustments were of a normal recurring nature. The results for the six-month period ended June 30, 2017 are not necessarily indicative of the results expected for the full year.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of approximately $2,500 for the six months ended June 30, 2017 and approximately $36,000 for the period June 9, 2016 (Inception) through December 31, 2016. The net losses incurred in 2017 and 2016 have resulted in an accumulated deficit of approximately $39,000 at June 30, 2017. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. Financing activities have not yet begun, other than credit extended by suppliers for organizational activities during 2016, which was primarily due to filing fees, legal and accounting services. During 2017, the Company continues to incur losses and require cash advances from its parent company however it is in the process of obtaining approval of a Form 1-A Regulation A Offering Statement to raise capital.
In response to the losses incurred in 2017 and 2016, the Company continues to constantly evaluate and monitor its cash needs and existing cash burn rate, in order to make adjustments to its operating expenses. Cash on hand was approximately at June 30, 2017.
No assurances can be given that the Company will achieve success in obtaining sufficient levels of end user sell-through necessary to fully sustain its operations, without seeking additional financing. There also can be no assurances that the anticipated Form 1-A will result in additional financing or that any additional financing if required, can be obtained, or obtained on reasonable terms acceptable to the Company.
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.
F-6
WORTHY PEER CAPITAL, INC.
Notes to Condensed Financial Statements
Cash and cash equivalents
The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at June 30, 2017.
Income taxes
Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.
Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.
The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.
The Company is subject to income taxes in the United States Federal jurisdiction and Florida. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.
Risks and uncertainties
The Company’s business could be impacted by continuing price pressure on its operating costs, acceptance of its products or services in the market place, new competitors, changing federal and/or state legislation, new technologies and other factors. Adverse changes in these areas could negatively impact the Company’s financial position, results of operations and cash flows.
NOTE 5. RECENTLY ISSUED ACCOUNTING STANDARDS AND DEVELOPMENTS
Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future consolidated financial statements. The following are a summary of recent accounting developments.
In January 2017, the Financial Accounting Standards Board ("FASB") issued authoritative guidance, which is included in Accounting Standards Codification ("ASC") 805, "Business Combinations." This guidance clarifies the definition of a business, which assists a company with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. This guidance is effective for the Company as of October 1, 2018. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.
In January 2017, the FASB issued authoritative guidance, which is included in ASC 350, "Intangibles--Goodwill and Other." This guidance simplifies the test for goodwill impairment by eliminating Step 2 from the test. This guidance is effective for the Company as of October 1, 2020. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.
In March 2016, the FASB issued authoritative guidance, which is included in ASC 718, "Compensation--Stock Compensation." This guidance simplifies the accounting for share-based payments, including the income tax consequences. This guidance is effective for the Company as of October 1, 2017. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.
F-7
WORTHY PEER CAPITAL, INC.
Notes to Condensed Financial Statements
In February 2016, the FASB issued authoritative guidance, which is included in ASC 842, "Leases." This guidance requires lessees to recognize most leases on the balance sheet by recording a right-of-use asset and a lease liability. This guidance is effective for the Company as of October 1, 2019. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.
In November 2015, the FASB issued authoritative guidance, which is included in ASC 740, "Income Taxes." This guidance simplifies the presentation of deferred income taxes and requires that deferred tax assets and liabilities be classified as noncurrent in the classified statement of financial position. This guidance is effective for the Company as of October 1, 2017 and is not expected to have a material impact on its consolidated financial statements as the guidance only changes the classification of deferred income taxes.
In May 2014, the FASB issued authoritative guidance, which is included in ASC 606, "Revenue from Contracts with Customers." This guidance provides a single, comprehensive revenue recognition model for all contracts with customers and requires that a company recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB delayed the effective date of this guidance by one year. As a result, this guidance is effective for the Company as of October 1, 2018 and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.
The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has not identified any other new standards that it believes merit further discussion, and the Company expects that none would have a significant impact on its consolidated financial statements.
NOTE 6. ADVANCES FROM OFFICER
The Company is obligated to reimburse one of its officers for advancing the costs of its initial filling and organizational expense. The $653 advance has no maturity date, is unsecured and interest free.
NOTE 7. ADVANCES FROM AFFILIATE
The Company is obligated to reimburse its parent for advancing the costs of its 2016 financial audit and annual report filling. The $2,532 advance has no maturity date, is unsecured and interest free.
NOTE 8. COMMITMENTS and CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.
Lease commitments
The Company is in its early stages of development and accordingly, it has not yet been necessary to lease or acquire facilities and equipment.
NOTE 9. EQUITY
On June 9, 2016, Worthy Peer Capital, Inc was founded with the issuance 1 million shares of our $0.0001 per share par value common stock for $100 to Worthy Financial, Inc. (“WFI”). Worthy Financial Inc. is the sole shareholder of WPC’s common stock. The Company has authorized 40 million shares of common stock and 10 million shares of preferred stock. No preferred shares have been issued.
F-8
WORTHY PEER CAPITAL, INC.
Notes to Condensed Financial Statements
NOTE 10. TAXES
ASC Topic 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including current and past performance, the market environment in which the Company operates, the utilization of past tax credits and length of carry-back and carry-forward periods. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative objective evidence such as cumulative losses in recent years. Cumulative losses weigh heavily in the overall assessment.
At June 30, 2017 and December 31, 2016, the Company had gross deferred tax assets in excess of deferred tax liabilities of approximately $15,000 and $14,000, respectively. The Company determined that it is more likely than not, that such assets will not be realized and as such has taken a 100% valuation allowance of approximately $15,000 and $14,000 as of June 30, 2017 and December 31, 2016, respectively. The Company evaluates its ability to realize its deferred tax assets each period and adjusts the amount of its valuation allowance, if necessary. The change in the valuation allowance was approximately $1,000 and $14,000 for the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016, respectively.
At Jun 30, 2017 and December 31, 2016, the Company had a Federal net operating loss carryforward which gave rise to the deferred tax asset totaling approximately $15,000 and $14,000, respectively which was available to offset future taxable income.
For the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016, the income tax provisions for current taxes were $0 for both periods and deferred taxes were approximately were $15,000 and $14,000, respectively.
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. The majority of temporary differences that result in deferred tax assets and liabilities are the results of carryforward tax credits.
The table below summarizes the reconciliation of our income tax provision computed at the federal statutory rate and the actual tax provisions for the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016.
| 2017 |
|
| 2016 |
| ||
|
|
|
|
|
| ||
Expected provision (benefit) at statutory rate |
| (35.0 | )% |
|
| (35.0 | )% |
State taxes |
| (3.6 | )% |
|
| (3.6 | )% |
Non-US |
| 0.0 | % |
|
| 0.0 | % |
Non-deductible expense |
| 0.0 | % |
|
| 0.0 | % |
Increase in valuation allowance |
| 38.6 | % |
|
| 38.6 | % |
Total provision (benefit) for income taxes |
| 0.0 | % |
|
| 0.0 | % |
At June 30, 2017 and December 31, 2016 the Company had Federal net operating loss carryforwards of approximately $38,500 and $36,000, respectively. This Federal net operating loss carryforward will expire in 2036.
NOTE 11. SUBSEQUENT EVENTS
The Company has evaluated these financial statements for subsequent events through October 19, 2017, the date these financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the balance sheet date that would required adjustment to, or disclosure in the financial statements.
F-9
![[wpc_253g1002.gif]](wpc_253g1002.gif)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Worthy Peer Capital, Inc.
4400 North Federal Highway, Suite 210-37
Boca Raton, Florida 33431
We have audited the accompanying financial statements of Worthy Peer Capital, Inc (a Delaware corporation), which comprise the balance sheet as of December 31, 2016, and the related statement of operations, statement of changes in shareholder’s deficit and cash flows for the period from inception (June 9, 2016) to December 31, 2106, and the related notes to the financial statements.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits 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 from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Worthy Peer Capital, Inc. as of December 31, 2016, and the results of its operations and its cash flows for the initial period then ended in accordance with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss and accumulated deficit of $36,000. The Company also had a working capital deficit of $36,326 at that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ D’Arelli Pruzansky, PA |
| Certified Public Accountants |
Coconut Creek,
March 10, 2017
F-10
Worthy Peer Capital, Inc
Balance Sheet
December 31, 2016
|
| 2016 |
| |
ASSETS |
|
|
| |
|
|
|
| |
CURRENT ASSETS: |
|
|
| |
Cash |
| $ | 100 |
|
TOTAL CURRENT ASSETS |
|
| 100 |
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDER'S DEFICIT |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
Accounts payable |
| $ | 30,000 |
|
Advances from affiliate |
|
| 5,773 |
|
Advances from officer |
|
| 653 |
|
TOTAL CURRENT LIABILITIES |
|
| 36,426 |
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
SHAREHOLDER'S DEFICIT |
|
|
|
|
Capital stock |
|
| 100 |
|
Accumulated deficit |
|
| (36,426 | ) |
TOTAL SHAREHOLDER'S DEFICIT |
|
| (36,326 | ) |
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT |
| $ | 100 |
|
See accompanying notes to the financial statements
F-11
Worthy Peer Capital, Inc
Statement of Operations
For the Period
from June 9, 2016 (Inception)
Through December 31, 2016
|
| 2016 |
| |
OPERATING EXPENSES: |
|
|
| |
General and Administrative Expenses: |
|
|
| |
Licenses and registrations |
| $ | 653 |
|
Related party expenses |
|
| 5,773 |
|
Professional fees – legal |
|
| 30,000 |
|
TOTAL OPERATING EXPENSES |
|
| 36,426 |
|
|
|
|
|
|
LOSS BEFORE TAXES |
|
| (36,426 | ) |
|
|
|
|
|
LESS PROVISION FOR INCOME TAXES |
|
| — |
|
|
|
|
|
|
NET LOSS |
| $ | (36,426 | ) |
See accompanying notes to the financial statements
F-12
Worthy Peer Capital, Inc
Statement of Shareholder's Deficit
For the Period
from June 9, 2016 (Inception)
Through December 31, 2016
|
|
|
|
|
|
|
| Total |
| |||
|
| Capital |
|
| Accumulated |
|
| Shareholder's |
| |||
|
| Stock |
|
| Deficit |
|
| Deficit |
| |||
|
|
|
|
|
|
|
|
|
| |||
BALANCE AT JUNE 9, 2016 (INCEPTION) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
Capital contribution |
|
| 100 |
|
|
| — |
|
|
| 100 |
|
Net loss |
|
| — |
|
|
| (36,426 | ) |
|
| (36,426 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2016 |
| $ | 100 |
|
| $ | (36,426 | ) |
| $ | (36,326 | ) |
See accompanying notes to the financial statements
F-13
Worthy Peer Capital, Inc
Statement of Cash Flow
For the Period
from June 9, 2016 (Inception)
Through December 31, 2016
|
| 2016 |
| |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
| |
NET LOSS |
| $ | (36,426 | ) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Due to affiliates |
|
| 5,773 |
|
Accounts payable |
|
| 30,000 |
|
Due to Officer |
|
| 653 |
|
Net cash used in operating activities |
|
| — |
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
None |
|
|
|
|
Net cash used in investing activities |
|
| — |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Initial capitalization |
|
| 100 |
|
Net cash provided by financing activities |
|
| 100 |
|
|
|
|
|
|
NET INCREASE IN CASH |
|
| 100 |
|
|
|
|
|
|
CASH AT THE BEGINNING OF THE PERIOD |
|
| — |
|
CASH AT THE END OF THE PERIOD |
| $ | 100 |
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
Cash paid during the period for: |
|
|
|
|
Income taxes |
| $ | — |
|
Interest |
| $ | — |
|
See accompanying notes to the financial statements
F-14
WORTHY PEER CAPITAL, INC.
Notes to the Financial Statements
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “WPC”, “we,” or “us”) was founded June 9, 2016. We are an early stage company which intends to loan or participate in loans, in whole or in part, from a variety of lending platforms. We intend to offer the Worthy Notes in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthy.us.
We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows it users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Notes. The “users” may also use additional funds to purchase Worthy Notes. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of approximately $36,000 for the period June 9, 2016 (Inception) through December 31, 2016. The net loss incurred in 2016 has resulted in an accumulated deficit of approximately $36,000 and a total Shareholders’ deficit of approximately $36,000 at December 31, 2016. The Company also had a working capital deficit of $36,326 at that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Financing activities have not yet begun other than credit extended by suppliers for organizational activities during 2016, which was primarily due to filing fees, legal and accounting services. During 2017, the Company continues to incur losses and require cash advances from its parent company however it is in process of preparing a Form 1-A Regulation A Offering Statement to raise capital.
In response to the losses incurred in 2016, the Company continues to constantly evaluate and monitor its cash needs and existing cash burn rate, in order to make adjustments to its operating expenses. Cash on hand was $100 at December 31, 2016.
No assurances can be given that the Company will achieve success in obtaining sufficient levels of end user sell-through necessary to fully sustain its operations, without seeking additional financing. There also can be no assurances that the anticipated Form 1-A will result in additional financing or that any additional financing if required, can be obtained, or obtained on reasonable terms acceptable to the Company.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.
Cash and cash equivalents
The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2016.
Income taxes
Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.
F-15
WORTHY PEER CAPITAL, INC.
Notes to the Financial Statements
Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.
The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.
The Company is subject to income taxes in the United States Federal jurisdiction and Florida. Its initial tax returns are due to be filed by March 15, 2017. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.
NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS AND DEVELOPMENTS
Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following is a summary of recent accounting developments.
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for companies to use when accounting for revenue arising from contracts with customers. The core principle of the revenue recognition model is that an entity recognizes revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In order to achieve this core principle a company must apply the following steps in determining revenue recognition:
| · | Identify the contract(s) with a customer |
| · | Identify the performance obligations in the contract. |
| · | Determine the transaction price. |
| · | Allocate the transaction price to the performance obligations in the contract. |
| · | Recognize revenue when (or as) the entity satisfies a performance obligation. |
The amendments in this ASU were deferred by ASU 2015-14 and are now effective for annual reporting periods beginning July 1, 2018 including interim periods within that reporting period with early application allowed beginning with reporting periods beginning January 1, 2017. Management is currently assessing whether the implementation of ASU 2014-09 and ASU 2015-14 will have any material effect on the Company’s financial statements.
Revenue Recognition
There were various other accounting standards and interpretations issued in 2016, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.
NOTE 5. ADVANCES FROM OFFICER
The Company is obligated to reimburse one of its officers for advancing the costs of its initial filling and organizational expense. The $653 advance has no maturity date, is unsecured and interest free.
NOTE 6. TRANSACTIONS with AFFILIATE
During 2016, the Company was advanced a portion the cost of legal services related to its initial filling and organizational expenses from Peer Backers, LLC, an affiliated company owned by one of our officers. The $5,773 advance has no maturity date, is unsecured and interest free.
F-16
WORTHY PEER CAPITAL, INC.
Notes to the Financial Statements
NOTE 7. COMMITMENTS and CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.
Lease commitments
The Company is in its early stages of development and accordingly, it has not yet been necessary to lease or acquire facilities and equipment.
NOTE 8. EQUITY
On June 9, 2016, Worthy Peer Capital, Inc was founded with the issuance 1 million shares of our $0.0001 per share par value common stock for $100 to Worthy Financial, Inc. (“WFI”). Worthy Financial Inc. is the sole shareholder of WPC’s common stock. The Company has authorized 40 million shares of common stock and 10 million shares of preferred stock. No preferred shares have been issued.
NOTE 9. TAXES
ASC Topic 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including current and past performance, the market environment in which the Company operates, the utilization of past tax credits and length of carry-back and carry-forward periods. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative objective evidence such as cumulative losses in recent years. Cumulative losses weigh heavily in the overall assessment.
At December 31, 2016, the Company had gross deferred tax assets in excess of deferred tax liabilities of approximately $14,000. The Company determined that it is more likely than not, that such assets will not be realized and as such has taken a 100% valuation allowance of approximately $14,000 as of December 31, 2016. The Company evaluates its ability to realize its deferred tax assets each period and adjusts the amount of its valuation allowance, if necessary. The change in the valuation allowance was approximately $14,000 for the period from June 9, 2016 (Inception) through December 31, 2016.
At December 31, 2016, the Company had a Federal net operating loss carryforward which gave rise to the deferred tax asset totaling approximately $14,000, which was available to offset future taxable income.
For the period from June 9, 2016 (Inception) through December 31, 2016, the income tax provisions for current taxes were $0 and deferred taxes were approximately were $14,000.
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. The majority of temporary differences that result in deferred tax assets and liabilities are the results of carryforward tax credits.
The table below summarizes the reconciliation of our income tax provision computed at the federal statutory rate and the actual tax provisions for the period from June 9, 2016 (Inception) through December 31, 2016.
|
| 2016 |
| |
|
|
|
| |
Expected provision (benefit) at statutory rate |
|
| (35.0 | )% |
State taxes |
|
| (3.6 | )% |
Non-US |
|
| 0.0 | % |
Non-deductible expense |
|
| 0.0 | % |
Increase in valuation allowance |
|
| 38.6 | % |
Total provision (benefit) for income taxes |
|
| 0.0 | % |
F-17
WORTHY PEER CAPITAL, INC.
Notes to the Financial Statements
At December 31, 2016 the Company had Federal net operating loss carryforwards of approximately $36,000. This Federal net operating loss carryforward will expire in 2036.
NOTE 10. SUBSEQUENT EVENTS
The Company has evaluated these financial statements for subsequent events through March 10, 2017, the date these financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the financial statements.
F-18