As Filed With the Securities and Exchange Commission on March 16, 2012
Registration No. 333-179505
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PINGIFY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
7372
(Primary Standard Industrial Classification Code Number)
33-1223130
(IRS Employer Identification No.)
Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9.
Telephone (780) 628-6867 Fax (780) 669-5859
(Address and telephone number of registrant's principal executive offices)
Jason Gray, President
Pingify International Inc.
c/o Resident Agents of Nevada 711 S. Carson Street, Suite 4
Carson City, Nevada 89701
Telephone (780)628-6867 Fax (780)669-5859
(Name, address and telephone number of agent for service)
Copies of all communications to:
Frederick C. Bauman, Esq.
Rosenfeld, Bauman & Forbes
401 N. Buffalo Drive, Suite 100
Las Vegas, NV 87145
Telephone (702) 386-8637
Fax (702) 385-3025
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price (3) Fee (1)
--------------------------------------------------------------------------------
Common Stock 25,000,000 $0.005 $125,000 $14.33
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(1) This is an initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $.001 per share.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
There is no current market for the securities. Although the registrant's common
stock has a par value of $0.001, the registrant has valued the common stock in
good faith and for the purposes of the registration fee, based on $0.005 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall automatically
be increased to cover the additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED *, 2012
--------------------------------------------------------------------------------
PROSPECTUS
PINGIFY, INC.
25,000,000 SHARES OF COMMON STOCK
$0.005 PER SHARE
NO MINIMUM
This is the initial offering of Common Stock of Pingify International Inc. (the
"Company") and no public market exists for the securities being offered. The
Company is offering for sale a total of 25,000,000 shares of its Common Stock on
a "self-underwritten", "all or none" basis, which means our officers and
directors will attempt to sell the shares and we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. At
that time, the funds will be transferred to our business account for use in the
implementation of our business plan. The proceeds from the sale of the shares in
this offering will be payable to Frederick C. Bauman, Attorney. All the
subscription funds will be escrowed in the trust account pending placement of
the entire offering. If all the shares are not sold and the total offering
amount is not deposited by the expiration date of the offering, the funds will
be promptly returned to the investors, without interest or deduction. The shares
will be offered at a price of $.005 per share for a period of one hundred and
eighty (180) days from the effective date of this prospectus, unless extended by
our board of directors for an additional 90 days. Subscriptions, once received
by the company, are irrevocable. The offering will end on ______________. (date
to be added upon effectiveness).
Pingify International Inc. is a development stage, start-up company with limited
operations. The company has acquired the application, rights, domain name, IP
and provisional patent related to the application Ping Me! from Jason Gray. We
anticipate the application will be available for download on iTunes by the end
of February 2012. This product has taken three years to develop. Any investment
in the shares offered herein involves a high degree of risk. You should purchase
shares only if you can afford a complete loss of your investment.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION, BEGINNING ON PAGE 5.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or passed upon the
accuracy or adequacy of the disclosures in the prospectus. Any representation to
the contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $0.005 $125,000 $0 $125,000
SUBSCRIPTION INFORMATION
Subscribers purchasing the shares should make checks payable to Pingify
International Inc. Subscribers should also complete a Subscription Agreement,
the form of which is attached as Appendix 10.1 to this prospectus. Additional
copies of the Subscription Agreement may be obtained by writing or calling the
Company at its office telephone number (780)628-6867.
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS 3
RISK FACTORS 5
FORWARD LOOKING STATEMENTS 12
USE OF PROCEEDS 13
DETERMINATION OF OFFERING PRICE 14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 14
PLAN OF DISTRIBUTION 15
DESCRIPTION OF SECURITIES 16
INTEREST OF NAMED EXPERTS AND COUNSEL 17
DESCRIPTION OF OUR BUSINESS 17
DESCRIPTION OF PROPERTY 23
LEGAL PROCEEDINGS 23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 23
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 25
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 29
EXECUTIVE COMPENSATION 31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 34
INDEMNIFICATION 35
AVAILABLE INFORMATION 35
FINANCIAL STATEMENTS 35
2
PINGIFY INTERNATIONAL INC.
Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB.
SUMMARY OF PROSPECTUS
You should read the following summary together with the more detailed business
information, financial statements and related notes that appear elsewhere in
this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we," "us," "our," the "Company" and "Pingify" refer to Pingify
International Inc.
GENERAL INFORMATION ABOUT OUR COMPANY
Pingify International Inc. was incorporated in the State of Nevada on January
24, 2012. Pingify has acquired a lead-generation application that brings
together buyers and sellers of goods and services. This will be achieved by the
Company's app Ping Me! which we anticipate will be available on iTunes by the
end of February 2012.
We own our domain name www.PINGIFY.COM. As per our business plan, we currently
have no revenues from the sale of our app and no lead-generation payments from
our partners ("Agents"). We anticipate app sales from iTunes to begin by the end
of February 2012 and lead-generation revenues to begin within three months of
the completion of the financing supplied by this offering. Currently, our
President devotes approximately 40 hours a week to the business of the Company.
Vlad Milutin, our Treasurer, is devoting approximately 10 hours per week. We
will require the funds from this offering in order to implement our business
plan as discussed in the "Plan of Operation" section of this prospectus.
The administrative office of the Company is currently located at Suite 2020
(Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. We plan to use
these offices until we require a larger space. Our fiscal year end is January
31st.
THE OFFERING
Following is a brief summary of this offering. Please see the "Plan of
Distribution" section for a more detailed description of the terms of the
offering.
Securities Being Offered: 25,000,000 shares of common stock, par value
$.001
Offering Price per Share: $0.005
Offering Period: The shares are being offered for a period not
to exceed 180 days, unless extended by our
Board of Directors for an additional 90 days
Net Proceeds to Our Company: $125,000
Use of Proceeds: We intend to use the proceeds to commence our
business operations.
Number of Shares Outstanding
Before the Offering: 25,100,000
Number of Shares Outstanding
After the Offering: 50,100,000, if all the shares are sold
Our current officers and directors do not intend to purchase any shares in this
offering.
3
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus. Total Expenses are composed
of incorporation and banking costs.
As of
January 31, 2012
----------------
BALANCE SHEET
Total Assets $ 25,076
Total Liabilities $ 715
Stockholder's Equity $ 24,361
Period from January 24, 2012
(date of inception) to
January 31, 2012
----------------
INCOME STATEMENT
Revenue $ 0
Total Expenses $ 739
Net Loss $ (739)
4
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all of
the material risks involved if you decide to purchase shares in this offering.
Risks Related to our Business
THE COMPANY HAS LIMITED OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS
FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
Because the Company has a limited operating history with no revenues to date
upon which an evaluation of its prospects can be based, its prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by small companies seeking to develop new and rapidly evolving
technologies. To address these risks the Company must, among other things,
continue to attract investment capital, respond to competitive factors, continue
to attract, retain and motivate qualified personnel and commercialize and
continue to upgrade the Pingify SaaS (software as a service). The Company's
auditors have expressed a going concern qualification in their independent
auditor's report to the Company dated February 10, 2012 relating to the
Company's audited financial statements for the year ended January 31, 2012.
THE COMPANY WILL RELY ON A COMBINATION OF PATENT, COPYRIGHT, TRADEMARK, TRADE
SECRET LAWS AND CONFIDENTIALITY PROCEDURES TO PROTECT ITS PROPRIETARY RIGHTS.
Others may independently develop similar proprietary information and techniques
or gain access to the Company's intellectual property rights or disclose such
technology. The Company cannot assure that it will receive United States Patent
and Trademark Office approval on its provisional patent application
(#61/511,687) for its software product, that any patent or registered trademark
owned by it will not be invalidated, circumvented or challenged in the U.S. or
foreign countries or that the rights granted there under will provide
competitive advantages to the Company or that any of the Company's pending or
future patent applications will be issued with the scope of the claims sought by
the company, if at all. Furthermore, others may develop similar products,
duplicate the Company's products or design around its patent. In addition,
foreign intellectual property laws may not protect the Company's intellectual
property rights. Litigation may be necessary to enforce the Company's patent and
other intellectual property rights, to protect its trade secrets. Litigation
could result in substantial costs and diversion of resources which could harm
the Company's business and the Company could ultimately be unsuccessful in
protecting its intellectual property rights. Further, the Company's intellectual
property protection controls across global operations may not be adequate to
fully protect them from the theft or misappropriation of the Company's
intellectual property, which could adversely harm its business.
SHOULD THE COMPANY BE UNSUCCESSFUL AT RAISING SUFFICIENT FUNDS THE COMPANY MAY
BE FORCED TO SEEK A BUYER FOR OUR BUSINESS OR ANOTHER ENTITY TO CREATE A JOINT
VENTURE.
If we are unsuccessful at raising sufficient funds, for whatever reason, to fund
our operations, the Company may be forced to seek a buyer for our business or
another entity with which we could create a joint venture. To the extent that
additional shares of Common Stock are authorized and issued in connection with a
sale or joint venture, our stockholders could experience significant dilution of
their respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for the Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.
WE ARE CURRENTLY DEFICIENT OF LIQUIDITY AND CAPITAL RESOURCES, WHICH COULD
RESULT IN THE SUSPENSION OF OUR OPERATIONS IF NECESSARY FUNDING IS NOT
AVAILABLE.
5
We are currently deficient of liquidity and capital resources and do not
generate sufficient revenue to sustain our operations. We estimate that our
current available cash will satisfy approximately twelve months of our operating
cash flow requirements. We have minimal cash reserves and may be required to
depend on monthly cash contributions from our majority shareholder, Mr. Jason
Gray, to meet our obligations. There are no written agreements for the Company
to repay these cash contributions, and we do not believe written agreements are
necessary due to the time and effort Mr. Gray has invested in this venture. We
expect to generate revenue during the year, minimizing our need for support from
Mr. Gray; however, we will require capital to market our product and achieve our
operating plan. There is no guarantee that Mr. Gray will make any contributions.
We have not identified any other source of funding to meet the shortfall other
than Mr. Gray; thus, without his support, we will likely go out of business.
OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END
OF OUR OPERATIONS.
We were incorporated on January 24, 2012 and we have not realized any revenues
to date. We have very little operating history upon which an evaluation of our
future success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the completion of this
offering and our ability to generate revenues through sales of our software
products and services.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring operational expenses and generating limited
revenues. We cannot guarantee that we will be successful in generating revenues
in the future. Failure to generate revenues may cause us to go out of business.
We expect that our results of operations may also fluctuate significantly in the
future as a result of a variety of market factors including, among others, the
entry of new competitors offering a similar software product and service; the
availability of motivated and qualified personnel; the initiation, renewal or
expiration of a customer base; pricing changes by the Company or our
competitors, and general economic conditions. Accordingly, our future sales and
operating results are difficult to forecast.
BECAUSE WE ARE SMALL WE DO NOT HAVE AN AUDIT COMMITTEE AND WE DO NOT HAVE
ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act).
Because our Board of Directors is comprised of Mr. Jason Gray, Mr. Vlad Milutin
and Ms. Panayota Baris, none of which has a professional background in finance
or accounting, we do not have an audit committee financial expert on our board
of directors to evaluate the effectiveness of the Company's adequate disclosure
controls and procedures. While the Board of Directors has determined the
controls to be ineffective due to the lack of segregation of duties, their
evaluation was limited in scope. However, until the Company receives additional
funding they are unable to remedy the weakness and any others which may come to
light in a full evaluation as is required to be performed and disclosed in our
second annual report as a reporting company.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our software products and services. We intend to generate revenue through the
sale of our software products and services. Because we will be limiting the
scope of our marketing activities, we may not be able to generate enough sales
to operate profitably. If we cannot operate profitably, we may have to suspend
or cease operations.
6
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR
PROFIT.
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control. Factors that may cause
our operating results to fluctuate significantly include: our inability to
generate enough working capital from future equity sales; the level of
acceptance of our software products and services; the amount and timing of
operating costs and capital expenditures relating to expansion of our business,
operations and infrastructure; and general economic conditions. If realized, any
of these factors could have a material adverse effect on our business, financial
condition and operating results.
KEY MANAGEMENT/CONSULTANT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY
AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.
Because we are entirely dependent on the efforts of our three Directors and two
Officers, their departure or the loss of other key Consultant personnel in the
future could have a material adverse effect on our business. We do not maintain
key person life insurance on our officers or directors.
MR. MILUTIN, THE CHIEF FINANCIAL OFFICER AND A DIRECTOR OF THE COMPANY,
CURRENTLY DEVOTES APPROXIMATELY 10 HOURS PER WEEK TO COMPANY MATTERS. THE
COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME HE MAY HAVE. THIS COULD RESULT
IN A CONFLICT OF INTEREST AND HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS,
RESULTING IN OUR REMAINING A START-UP COMPANY.
We have not formulated a plan to resolve any possible conflict of interest with
Mr. Milutin's other business activities. In the event he is unable to fulfill
any aspect of his duties to the Company or we are required to search for a
replacement for Mr. Mulutin we may experience a shortfall or complete lack of
sales resulting in little or no profits and eventual closure of our business.
IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.
In the event of the dissolution of our company, the proceeds realized from the
liquidation of our assets, if any, will be used primarily to pay the claims of
our creditors, if any, before there can be any distribution to the shareholders.
In that case, the ability of purchasers of the offered shares to recover all or
any portion of the purchase price for the offered shares will depend on the
amount of funds realized and the claims to be satisfied there from.
IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR SOFTWARE
PRODUCTS AND SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE
UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS.
Our growth strategy is substantially dependent upon our ability to market our
software products and services successfully to prospective customers. However,
our planned software products and services may not achieve significant
acceptance. Such acceptance, if achieved, may not be sustained for any
significant period of time. Failure of our software products and services to
achieve or sustain market acceptance could have a material adverse effect on our
business, financial conditions and the results of our operations.
MANAGEMENT'S ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY MAY BE SLOWER THAN
EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.
Our growth strategy is subject to significant risks which you should carefully
consider before purchasing the shares we are offering.
7
Although we plan on providing our software products and services, the software
products and services may be slow to achieve profitability, or may not become
profitable at all, which will result in losses. There can be no assurance that
we will succeed.
We may be unable to enter into our intended markets successfully. The factors
that could affect our growth strategy include our success in (a) obtaining
orders from our customers, (b) obtaining adequate financing on acceptable terms,
and (c) adapting our internal controls and operating procedures to accommodate
our future growth.
Our systems, procedures and controls may not be adequate to support the
expansion of our business operations. Significant growth will place managerial
demands on all aspects of our operations. Our future operating results will
depend substantially upon our ability to manage changing business conditions and
to implement and improve our technical, administrative and financial controls
and reporting systems.
IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED.
If the Company experiences significant growth in the foreseeable future, our
growth may place a significant strain on management, financial, operating and
technical resources. Failure to manage growth effectively could have a material
adverse effect on the Company's financial condition or the results of our
operations.
Since inception on January 24, 2012 to January 31, 2012, we have spent a total
of $739 on start-up expenses. We have generated no revenue from business
operations. All proceeds currently held by us are the result of sales of common
stock to a related party.
IF WE ARE FORCED TO INCUR UNANTICIPATED COSTS OR EXPENSES, WE MAY HAVE TO
SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR
INVESTMENT.
Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in our
structure or are faced with circumstances that are beyond our ability to afford,
we may have to suspend operations or cease operations entirely which could
result in a total loss of your investment.
COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR PRODUCTS, INFRINGING OUR
CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.
We have identified a market opportunity for our software products and services.
Competitors may enter this sector with superior software products and services
and/or benefits. This would infringe on our customer base, have an adverse
affect upon our business and the results of our operations.
Our three major competitors in the industry are NearByNow, AdMob and JumpTap
(See Competition page 21).
SINCE ONE OF OUR OFFICERS AND DIRECTORS CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK AND WILL OWN 50.1% UPON COMPLETION OF THE OFFERING, INVESTORS MAY
FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS. YOU SHOULD NOT PURCHASE
SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR
CURRENT OFFICERS AND DIRECTORS, OR THEIR SUCCESSORS.
Jason Gray, an Officer and Director of the Company, owns 25,100,000 shares our
common stock, representing 100% of our outstanding stock. After this offering is
completed, it will represent 50.1% of our outstanding shares. As a result, he
will still have control and be able to choose other directors. His interests may
differ from the interests of other stockholders. Factors that could cause his
interests to differ from the other stockholders include the impact of corporate
transactions on the timing of business operations.
8
RISKS RELATED TO OUR FINANCIAL CONDITION
THERE IS UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING
CONCERN
In their audit report dated February 13, 2012, our auditors have expressed an
opinion that doubt exists as to whether we can continue as an ongoing business.
This means that there is substantial doubt that we can continue as an ongoing
business for the next twelve months. As such we may have to cease activities and
you could lose your investment. Because we have been issued an opinion by our
auditor that doubt exists as to whether we can continue as a going concern it
may be more difficult to attract investors.
THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO
RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING
COSTS OR PREVENT US FROM BECOMING PROFITABLE.
The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in
response to public concern regarding corporate accountability in the wake of a
number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to
increase corporate responsibility, provide enhanced penalties for accounting and
auditing improprieties at publicly traded companies and protect investors by
improving the accuracy and reliability of corporate disclosure pursuant to
applicable securities laws. The Sarbanes-Oxley Act applies to all companies that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act").
Upon becoming a public company, we will be required to comply with the
Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted
in the imposition of a series of rules and regulations by the SEC that increase
the responsibilities and liabilities of directors and executive officers, the
perceived increased personal risk associated with these changes may deter
qualified individuals from accepting such roles. Consequently, it may be more
difficult for us to attract and retain qualified persons to serve as our
directors or executive officers, and we may need to incur additional operating
costs. This could prevent us from becoming profitable.
RISKS RELATED TO THIS OFFERING
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK
We intend to apply to have our common stock quoted on the OTC Bulletin Board.
This process takes at least 60 days and the application must be made on our
behalf by a market maker. Our stock may be quoted or traded only to the extent
that there is interest by broker-dealers in acting as a market maker. Despite
our best efforts, it may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a quotation on the OTCBB after this registration becomes effective and
we have completed our offering.
If our common stock becomes quoted and a market for the stock develops, the
actual price of our shares will be determined by prevailing market prices at the
time of the sale.
We cannot assure you that there will be a market in the future for our common
stock. The trading of securities on the OTC Bulletin Board is often sporadic and
investors may have difficulty buying and selling our shares or obtaining market
quotations for them, which may have a negative effect on the market price of our
common stock. You may not be able to sell your shares at their purchase price or
at any price at all. Accordingly, you may have difficulty reselling any shares
you purchase from the selling security holders.
INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT.
9
Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. Our business objectives are also speculative,
and it is possible that we would be unable to accomplish them. Our shareholders
may be unable to realize a substantial or any return on their purchase of the
offered shares and may lose their entire investment. For this reason, each
prospective purchaser of the offered shares should read this prospectus and all
of its exhibits carefully and consult with their attorney, business and/or
investment advisor.
STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT YET A
REPORTING ISSUER AND MAY NOT BECOME ONE.
While we intend to file a Form 8-A promptly after this registration statement
becomes effective and thereby becomes a "reporting issuer" under Section 12 of
the Securities Exchange Act of 1934, we are not currently a reporting issuer and
upon this registration statement becoming effective we will be required to
comply only with the limited reporting obligations required by Section 13(a) of
the Exchange Act. These reporting obligations may be automatically suspended
under Section 15(d) of the Exchange Act if on the first day of any fiscal year
other than the fiscal year in which our registration statement became effective,
there are fewer than 300 shareholders. If we do not become a reporting issuer
and instead make a decision to suspend our public reporting, we will no longer
be obligated to file periodic reports with SEC, and your access to our business
information will be restricted. In addition, if we do not become a reporting
issuer, we will not be required to furnish proxy statements to security holders,
and our directors, officers and principal beneficial owners will not be required
to report their beneficial ownership of securities to the SEC pursuant to
Section 16 of the Exchange Act
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officers and directors, who will receive no commissions. They will offer the
shares to friends, relatives, acquaintances and business associates, however;
there is no guarantee that they will be able to sell any of the shares. Unless
they are successful in selling all of the shares and we receive the proceeds
from this offering, we may have to seek alternative financing to implement our
business plans, however, no alternative financing sources have been identified
at this time.
INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY
MORE FOR OUR COMMON STOCK THAN THE POST OFFERING BOOK VALUE PER SHARE..
We have limited operating history, nominal assets and no earnings. Therefore,
the price of the offered shares is not based on any data or analysis. Other
terms and conditions regarding our shares have been arbitrarily determined and
do not bear any relationship to assets, earnings, book value or any other
objective criteria of value. No investment banker, appraiser or other
independent third party has been consulted concerning the offering price for the
shares or the fairness of the offering price used for the shares. Our net
tangible book value per share of common stock is $0.001 as of January 31, 2012,
our most recent financial statement date.
The arbitrary offering price of $0.005 per common share as determined herein is
substantially higher than the net tangible book value per share of our common
stock. Our assets do not substantiate a share price of $0.005. This premium in
share price applies to the terms of this offering. The offering price will not
change for the duration of the offering even if our common stock becomes quoted
on the OTC Bulletin Board and a public market for our shares develops during the
term of the offering. However, there is no guarantee that the shares will ever
be quoted on an OTC quotation system. The issuer may experience difficulties in
selling its shares in the event the company's shares are quoted on the OTCBB
prior to completing of the offering and selling shareholders are able to dispose
of their shares at market prices that fall below the fixed price.
BECAUSE WE HAVE 75,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL
SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY.
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We have 75,000,000 authorized shares, of which only 25,100,000 are currently
issued and outstanding and only 50,100,000 will be issued and outstanding after
this offering terminates, if it is successful. Our management could, without the
consent of the existing shareholders, issue substantially more shares, causing a
large dilution in the equity position of our current shareholders. Additionally,
large share issuances would generally have a negative impact on our share price.
It is possible that, due to additional share issuance, you could lose a
substantial amount, or all, of your investment.
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL
BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.
We have never paid dividends and do not intend to pay any dividends for the
foreseeable future. To the extent that we may require additional funding
currently not provided for in our financing plan, our funding sources may
prohibit the declaration of dividends. Because we do not intend to pay
dividends, any gain on your investment will need to result from an appreciation
in the price of our common stock. There will therefore be fewer ways in which
you are able to make a gain on your investment.
IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE
AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS
AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR
SHARES.
In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS
MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD
DEPRESS THE PRICE OF OUR SHARES.
FINRA rules require broker-dealers to have reasonable grounds for believing that
an investment is suitable for a customer before recommending that investment to
the customer. Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status and
investment objectives, among other things. Under interpretations of these rules,
FINRA believes that there is a high probability such speculative low-priced
securities will not be suitable for at least some customers. Thus, FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
shares, have an adverse effect on the market for our shares, and thereby depress
our share price.
THERE IS NO GUARANTEE ALL OF THE FUNDS RAISED IN THE OFFERING WILL BE USED AS
OUTLINED IN THIS PROSPECTUS
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We have committed to use the proceeds raised in this offering for the uses set
forth in the "Use of Proceeds"section. However, certain factors beyond our
control, such as increases in certain costs, could result in the Company being
forced to reduce the proceeds allocated for other uses in order to accommodate
these unforeseen changes. The failure of our management to use these funds
effectively could result in unfavorable returns. This could have a significant
adverse effect on our financial condition and could cause the price of our
common stock to decline.
FORWARD LOOKING STATEMENTS
This Prospectus contains projections and statements relating to the Company that
constitute "forward-looking statements." These forward-looking statements may be
identified by the use of predictive, future-tense or forward-looking
terminology, such as "intends," "believes," "anticipates," "expects,"
"estimates," "may," "will," "might," "outlook," "could," "would," "pursue,"
"target," "project," "plan," "seek," "should," "assume," or similar terms or the
negatives thereof. Such statements speak only as of the date of such statement,
and the Company undertakes no ongoing obligation to update such statements.
These statements appear in a number of places in this Prospectus and include
statements regarding the intent, belief or current expectations of the Company,
and its respective directors, officers or advisors with respect to, among other
things:
* trends affecting the Company's financial condition, results of
operations or future prospects
* the Company's business and growth strategies
* the factors that we expect to contribute to our success and our
ability to be successful in the future
* our business model and strategy for realizing positive sales results
* competition, including the impact of competition on our operations,
our ability to respond to such competition and our expectations
regarding continued competition in the markets in which we compete;
* expenses
* our expectations with respect to continued disruptions in the global
capital markets and reduced levels of consumer spending and the impact
of these trends on our financial results
* the impact of new accounting pronouncements on our financial
statements
* that our cash flows from operating activities will be sufficient to
meet our projected operating and capital expenditures for the next
twelve months
* our market risk exposure and efforts to minimize risk
* our overall outlook including all statements under MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
* that estimates and assumptions made in the preparation of financial
statements in conformity with US GAAP may differ from actual results
and
* expectations, plans, beliefs, hopes or intentions regarding the
future.
Potential investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve significant risks and
uncertainties, and that, should conditions change or should any one or more of
the risks or uncertainties materialize or should any of the underlying
assumptions of the Company prove incorrect, actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, some of which are unknown. The factors that could adversely affect the
actual results and performance of the Company include, without limitation:
* the Company's inability to raise additional funds to support
operations and capital expenditures
* the Company's inability to effectively manage its growth
* the Company's inability to achieve greater and broader market
acceptance in existing and new market segments
* the Company's inability to successfully compete against existing and
future competitors
* the effects of intense competition that exists in the software
industry
* the economic downturn and its effect on consumer spending
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* the risk that negative industry or economic trends, including the
market price of our common stock trading below its book value, reduced
estimates of future cash flows, disruptions to our business, slower
growth rates or lack of growth in our business, may result in
significant write-downs or impairments in future period
* the effects of events adversely impacting the economy or the regions
from which we draw a significant percentage of our customers,
including the effects of the current economic recession, war,
terrorist or similar activity or disasters
* the effects of energy price increases on our cost of operations and
our revenues
* financial community perceptions of our Company and the effect of
economic, credit and capital market conditions on the economy and the
software industry and
* other factors described elsewhere in this Prospectus, or other
reasons.
Potential investors are urged to carefully consider such factors. All
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the foregoing cautionary
statements and the "Risk Factors" described herein.
USE OF PROCEEDS
If all the shares are sold the gross proceeds from this offering will be
$125,000. We expect to disburse the proceeds from this offering in the priority
set forth below, within the first 12 months after successful completion of this
offering:
Proceeds to Us: $125,000
Accounting $ 8,000
Legal $ 4,800
Advertising/Marketing $ 12,000
SEC Fliling related Costs $ 3,500
Insurance $ 2,000
Server Cloud / Collocation $ 16,000
Office Supplies $ 500
Travel $ 2,000
Rent $ 950
Telephone/Fax $ 200
Development / Wages $ 48,000
Consultants $ 12,000
Management Fees $ 12,000
Dues/Subs/Licences $ 2,000
Working Capital $ 1,050
Additional expenses related to this offering will be paid using current assets
of the Company. The cash balance at January 31, 2012 is $25,076. Costs
associated with this offering are estimated as follows: Legal $1,000,
Audit/Accounting $6,000, EDGAR $1,500, Transfer Agent Fees $1,000, SEC
Registration Fee $14, Miscellaneous and banking $486.
There is no guarantee we will be able to sell the shares being offered in this
prospectus. If we do not close the offering upon the sale of all the shares we
may be unable to complete our plan of operations our business could fail.
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DETERMINATION OF OFFERING PRICE
The offering price of $0.005 per share has been determined arbitrarily by us.
The price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a company. In determining the number of
shares to be offered and the offering price we took into consideration our
capital structure and the amount of money we would need to implement our
business plans. Accordingly, the offering price should not be considered an
indication of the actual value of our securities.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of January 31, 2012, the net tangible book value of our shares was $24,361 or
approximately $.001 per share, based upon 25,100,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of all the shares and receipt of the total proceeds of
$125,000, the net tangible book value of the 50,100,000 shares to be outstanding
will be $149,361, or approximately $.003 per Share. Accordingly, the net
tangible book value of the shares held by our existing stockholder (25,100,000
shares) will be increased by $.002 per share without any additional investment
on his part. The purchasers of shares in this offering will incur immediate
dilution (a reduction in the net tangible book value per share from the offering
price of $.005 per Share) of $.002 per share. As a result, after completion of
the offering, the net tangible book value of the shares held by purchasers in
this offering would be $.003 per share, reflecting an immediate reduction in the
$.005 price per share they paid for their shares.
After completion of the offering, the existing stockholder will own 50.1% of the
total number of shares then outstanding, for which he will have made a cash
investment of $25,100, or $.001 per Share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 49.9% of the total number of
shares then outstanding, for which they will have made a cash investment of
$125,000, or $.005 per Share.
The following table illustrates the per share dilution to the new investors and
does not give any effect to the results of any operations subsequent to January
31, 2012:
Price Paid per Share by Existing Stockholder $ .001
Public Offering Price per Share $ .005
Net Tangible Book Value Prior to this Offering $ .001
Net Tangible Book Value After this Offering $ .003
Increase in Net Tangible Book Value per Share Attributable
to cash payments from purchasers of the shares offered $ .002
Immediate Dilution per Share to New Investors $ .002
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
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Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $ .001 25,100,000 50.1% $ 25,100
Investors in
This Offering $ .005 25,000,000 49.9% $125,000
PLAN OF DISTRIBUTION
SHARES IN THE OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officers and directors to sell the shares directly to the
public, with no commission or other remuneration payable to them for any shares
they may sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Jason Gray, Vlad Milutin
and Panayota Baris, our officers and directors, will sell the shares and intend
to offer them to friends, family members and business acquaintances. In offering
the securities on our behalf, they will rely on the safe harbor from broker
dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of
1934.
Any investor who wishes to subscribe for shares in this offering, should execute
a Subscription Agreement and tender it, together with a check, bank draft or
cashier's check payable to the Escrow Agent, Frederick C. Bauman, Attorney, 401
N. Buffalo Drive, Suite 100, Las Vegas, NV 89145. Jason Gray, our President,
along with the Escrow Agent will be responsible for the final determination of
when all the shares have been sold and the Offering is closed. The determination
would be based on the Escrow Agent receiving the gross proceeds from the entire
amount of the Offering.
None of our officers and directors will register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officers and directors are not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officers and directors will not be compensated in connection with
their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
c. Our officers and directors are not, nor will they be at the time of
their participation in the offering, an associated person of a
broker-dealer; and
d. Our officers and directors meet the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that each (A) primarily
performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of our company, other
than in connection with transactions in securities; and (B) is not a
broker or dealer, or been an associated person of a broker or dealer,
within the preceding twelve months; and (C) has not participated in
selling and offering securities for any Issuer more than once every
twelve months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
Our officers, directors, control persons and affiliates do not intend to
purchase any shares in this offering.
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TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.005 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days. If the board of directors votes to extend
the offering for the additional 90 days, a post-effective amendment to the
registration statement will be filed to notify subscribers and potential
subscribers of the extended offering period. Anyone who has subscribed to the
offering prior to the extension will be notified by the company that their money
will be promptly refunded prior to the expiration of the original offering
unless they provide an affirmative statement that they wish to subscribe to the
extended offer.
DEPOSIT OF OFFERING PROCEEDS
The proceeds from the sale of the shares in this offering will be payable to
Frederick C. Bauman, Attorney, and will be deposited in a non-interest bearing
bank account until the full gross amount of $125,000 of offering proceeds are
raised. All subscription funds will be escrowed in the trust account pending
completion of the offering and no funds shall be released to Pingify
International, Inc. until such a time as the entire offering is sold. If the
entire offering is not sold and proceeds received within one hundred and eighty
(180) days of the date of this prospectus, unless extended by our board of
directors for an additional 90 days, all subscription funds will be returned to
investors promptly without interest or deduction of fees.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft or cashier's check payable to Frederick C. Bauman, Attorney, 401 N.
Buffalo Drive, Suite 100, Las Vegas, NV 89145. Failure to do so will result in
checks being returned to the investor, who submitted the check. Wire transfer
instructions are also available upon request. Subscriptions, once received by
the company, are irrevocable.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions, in whole or in part, for
any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by our Board of Directors; (ii) are entitled to share in all of our
assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
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VOTING RIGHTS
Directors of the Company are elected at the annual meeting of stockholders by a
plurality of the votes cast at the election. Holders of shares of our common
stock do not have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of our
directors. After this offering is complete and presuming all the shares are
sold, the present stockholder will own 50.1% of our outstanding shares and the
purchasers in this offering will own, in the aggregate, 49.9% or our outstanding
shares. Stockholders have no pre-emptive rights.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our audited financial statements for the period from inception to January 31,
2012, included in this prospectus, have been audited by De Joya Griffith & Co.,
LLC. We include the financial statements in reliance on their report, given upon
their authority as experts in accounting and auditing.
The Law Offices of Rosenfeld, Bauman & Forbes has passed upon the validity of
the shares being offered and certain other legal matters and is representing us
in connection with this offering.
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
Pingify International Inc. was incorporated in the State of Nevada on January
24, 2012. We are still in the development stage with limited operations and no
revenues. We have been issued an opinion by our auditors that raised substantial
doubt about our ability to continue as a going concern based on our current
financial position.
Our 12-month budget is based on minimum operations which will be completely
funded by the $125,000 we intend to raise through this offering. We anticipate
lead-generation revenues within 90 days after the completion of this offering,
as well as app download revenues to commence by the end of February 2012. The
costs associated with operating as a public company are included in our budget.
Management will be responsible for the preparation of the required documents to
keep the costs to a minimum. We cannot however guarantee that we will have sales
and the amount raised in this offering may not be enough to meet the operating
expenditures of the Company. We may be required to raise additional funding or
apply for loans in the next 12 months, however we have no plans to do so at this
time.
PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
Pingify will be a buyer directed lead generation system that collects the
buyer's needs through its notification iTunes app called PING ME!. By obtaining
buyers' expressed needs with our notification application, Pingify will be able
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to accumulate a lead database that presents businesses or individual sellers to
potential buyers. By allowing the sellers to hand pick their target buyers,
Pingify's propriety notification gateway can directly connect the buyer to the
seller.
We will achieve this using the Pingify SaaS (software as a service). We hope to
offer a process that is more unique and efficient by giving the seller direct
access to the buyer using highly targeted notifications (or "Branded Pings").
Branded Pings allow the Seller to send notifications tailored specifically for a
single buyer or a set of buyers, which ultimately reduces the Seller's cost of
sales and increases conversion rates.
As an example, we are working with a leading auto classified site to provide a
means for their dealers to deliver Branded Pings to our users, once we have
users of our app. Our users will have given us the information for the types of
vehicles they are currently seeking. With this information, we will provide a
targeted lead generation system to the dealers. The user only gets Pings for
vehicles they are looking for and the dealer only pays for Pings sent to users
that are requesting them.
Many websites notify its users when data changes, but this typically entails
signing up at each site and then managing each data stream. The data stream is
usually in the form of emails and "all or nothing", forcing the user to receive
information whether it is relevant to them or not - often leading to what is
termed "data fatigue". Furthermore, once registered, it is also almost
impossible to stop this data stream. Pingify's goal is to fix this problem.
THE PINGIFY SOLUTION
Pingify has acquired what it has termed a PERSONAL INTERNET NOTIFICATION GATEWAY
("P.I.N.G."). This proprietary gateway (which is provisionally patented) is a
unique, two-way, notification system designed specifically to provide a user
with timely and relevant information.
The P.I.N.G GATEWAY can deliver notifications, termed "PINGS", which will be
received through Pingify's consumer product branded PING ME! application. Ping
Me! utilizes the P.I.N.G. gateway and will be be viewable using a variety of
methods:
1) SMARTPHONE APPLICATIONS
a. PINGS will be viewed and managed via a smartphone client, in
real-time and utilizes user input as to the specific products
they are interested in.
2) SOCIAL NETWORKS
a. An embedded version of the application that will run in social
networks like Facebook. This version of PING ME! will have
limited functionality such that it will entice the user to buy
the mobile version.
PING ME! APPLICATION
PING ME! will display the PINGS via an easy-to-use application. The application
is designed to allow the user to "set and forget" requests. PING ME!'s AGENTS
(programs that mine the data) continually monitor the website and delivers PINGS
to the user only if the product matches what the user seeks.
Some of the features and benefits of PING ME! to potential users are:
1) The system will allow delivery of only the information the user has
requested.
2) The information provided will be brief and in a very direct, concise
manner allowing the user to determine if they want to click on the
PING to get additional detail.
3) The system will be "set and forget", so the Agent programs will do the
work in the background eliminating the need for constant searching of
websites and emails.
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4) The PINGS will be specific to the users wants and needs where email
notification systems typically are very vague, and often highly
repetitive leading to "information fatigue". We believe PINGS will
result in a more positive response and engaged user.
INTEGRATION WITH VENDORS
Using our "Branded Pings" notification solution, Vendors will be able to easily
and directly link consumers to specific product information and offerings. We
believe this is highly valuable in an environment where online marketing success
is measured in new users, minutes on a website, "click-throughs" and conversion
rates. Vendor's that utilize Pingify's "Branded Ping" solution will also benefit
from being introduced to new users through the preexisting users of the PING ME!
application.
HOW DOES THE PING ME! APPLICATION AND BRANDED PINGS WORK TOGETHER?
The Ping Me! application and the Branded Pings will work together to provide the
conduit such that once Consumers have indicated their needs we can send them
Vendors product offerings that match their profile.
As noted, the PING ME! application is designed to allow users to create, edit or
delete "REQUESTS". The full sales cycle (from a consumer perspective) with the
PING ME! system will be as follows:
1) A REQUEST is a fillable form with a series of filters set by the user.
These filters can be set "on-the-fly" from the mobile device.
2) This REQUEST is then compared to the database which houses all of the
Vendor's product offerings.
3) If new data has appeared in the system that matches the REQUEST, a
PING is delivered to the user.
4) The PING contains a brief description of the specific product the user
has requested.
5) If the brief description is of interest, the user can then "click
though" the PING to be linked back to a mobile version of the Vendor's
eCommerce site to get more detail on the offering.
6) The user then has the option to purchase the new item.
WHAT IS THE VALUE FOR THE VENDOR?
The key values for any Vendor are:
1) Ping's will allow two-way communications initiated by the consumer
(consumers indicate their needs and Vendors provide their offers). As
noted, email notification systems are one-way only, typically very
vague, and often highly repetitive leading to the consumers
"information fatigue". Pings will be specific to the user's wants and
needs resulting in more positive response to the PING ME!
notifications and greatly improves the chances of a sale.
2) The ability to re-connect with current customers will drive them back
to the site with highly focused product promotions, which improve user
retention rates.
3) Expansion of user base because Vendors gain access to all the future
users of PING ME! network; many of who are not within their current
network. If a notification matches a profile of a user of PING ME!,
they too will be notified of the offer. Because the offer will match
the user's profile, it will not be considered unwanted solicitation.
This will give the Vendor's product increased visibility by being in a
network of millions of users.
4) To send highly focused "BRANDED PINGS". Pingify will provide the
Vendor analytics of specifically what an individual consumer group is
currently looking for in the area. The Vendor can then tailor a
"branded" offering specifically for that group of users. We believe
conversion rates of Branded Pings are significantly higher than any
other types of online offering.
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TECHNICAL OVERVIEW
PING ME! is located in a highly redundant cloud network and written using Ruby.
We have developed a scalable solution that can process a large amount of
real-time data. Pingify is confident it will be able to handle almost any data
volume a Vendor presents.
DISTRIBUTION METHODS
TWO STAGE STRATEGY
With the release of the PING ME! application, Pingify will begin building a
database of consumer product demands. With this information in hand, we will be
at a stage where we are able to integrate with web sites and marketing companies
to provide them the network to access these consumers directly with focused
marketing campaigns.
STAGE 1 - DEVELOPING AN ONLINE USER BASE
We anticipate the PING ME! application will be available in Canada and the US
via the iTunes store by the end of February 2012. The first module will focus
solely on the world's largest free bulletin board website - Craigslist. Once we
received funding our plan is to:
* Support the application with an online marketing campaign through
articles, blogs and social marketing as well as a launch of a Facebook
embedded application and "free" version of the iPhone application;
* Add additional Agents, (ie. Beyond.com, Auto Trader, Kijiji) to PING
ME!;
* Improve the functionality of the application based on user replies and
responses, and;
* Optimize the back-end servers.
STAGE 2 - DIRECT INTEGRATION WITH VENDORS
ONGOING SERVICE FEES
Once implemented, there will be 3 specific ongoing revenue streams associated
with the BRANDED PINGS PRODUCT:
1) Pings (or Impressions)
2) Clicks (actual reads of the data)
3) Purchases
PINGS
A Ping is considered a delivered advertisement to the end user and will be
treated similar to an impression as charged by various online marketing services
(ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has
been specifically requested by the user. For the initial stages of this project,
we intend to keep impression costs close to industry standards which are $.008
per impression cost.
CLICKS
Clicks are considered valid when the user is sent back to the client's network
and where the Ping is read, but not acted on. The marketplace values the cost
per click at $0.08.
PURCHASES
The ultimate goal is to get the user to purchase an item. If the user purchases
an item due the click-through on the Ping Me! system, then Pingify would charge
the Vendor a fee of approximately 10% of the purchase value.
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MARKETING
We plan on targeting the classified market (Craigslist, Kijiji, eBay
Classifieds). People would be able to use our application to get notified on
items they are looking for on Craigslist. We also plan to pitch the technology
to leading auto classified sites.
We believe Pingify is positioned to take a central role in contextual and
targeted notifications. The goal is to create a large user base and integrate
with key vendors. We expect to integrate 4 vendors over the 12 months following
completion of our offering and 12 vendors in the following 24 months.
KEY GROWTH / VALUE CREATION
1) To grow our use base to 100,000 in 12 months bringing value to the
vendor (user base = qualified leads = sales)
2) By integrating with key vendors, Pingify plans to increase user
retention and conversion rates, thereby monetizing "Pings"
3) We believe growing the user base and capitalizing on vendor adoption
will establish a market demand for "Pings". This will result in a
higher valuation for Pingify.
MARKETING - USER AND VENDOR ACQUISITION
The following are the specific steps of our online marketing strategy to attract
a larger user base:
1) Integration with web site, email marketing infrastructure
2) Branded Pings (For Vendor Integration)
3) Facebook App / Ping Me! Lite - designed to compel sales for full
application
BEYOND.COM AGREEMENT
On March 13, 2012 we signed an agreement with Beyond.com, a premier Career
Network focused on helping people grow and succeed professionally by connecting
job seekers and employers through 70 unique career channels and 3,000 industry
and regional communities. The basic terms of the agreement are as follows:
1. Beyond.com will pay PINGIFY INTERNATIONAL INC. $.05 per click.
2. Beyond.com, at its discretion, may raise or lower this daily cap at
any time by delivering notice to Client through electronic means.
3. Beyond.com would provide API access to PINGIFY INTERNATIONAL INC. to
integrate into PINGIFY INTERNATIONAL INC.'s job search results.
4. Beyond.com will provide one or more API keys to track unique
registrations from PINGIFY INTERNATIONAL INC.
5. Total clicks will be tracked by Pingify. All monthly payments will be
delivered monthly and will be based on Pingify's tracking information.
6. Either party may terminate for any reason with 24 hours notice through
electronic or written communication.
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COMPETITION
As the mobile market has grown dramatically since the launch of the iTunes App
Store in 2008, many companies have entered into this space to try and connect
the buyer with the vendor. Location based applications are merging with
advertising models to try and get people into brick and mortar stores.
Pingify has identified various competitors who would be considered competition
or potential competition to the Ping Me! SaaS. At this time, we have found some
products that have pieces of Pingify's offering, but do not have the full
service model and communication system that Pingify has developed. Also, many
are focused on complex algorithms to try and guess consumer wants and needs.
Ping Me! eliminates the guess work and we have created a unique way to get
products to users.
Below is a sample of companies in the mobile advertising space:
NEARBYNOW (www.nearbynow.com)
ADMOB (www.admob.com)
JUMPTAP (www.jumptap.com)
SOURCES AND AVAILABILITY OF PRODUCTS
The PING ME! application is expected to be available in Canada and the US via
the iTunes store by the end of February 2012. We are also developing a Facebook
version of the application that will be available to anyone with an account.
PATENTS AND TRADEMARKS
The Company has applied for a provisional patent (Application #61/511,687) with
the United States Patent and Trademark Office for its software product. There is
no guarantee that any patent or registered trademark owned by the Company will
not be invalidated, circumvented or challenged in the U.S. or foreign countries
or that the rights granted there under will provide competitive advantages to
the Company or that any of the Company's pending or future patent applications
will be issued with the scope of the claims sought by the company, if at all.
Litigation may be necessary to enforce the Company's patent and other
intellectual property rights, to protect its trade secrets. Litigation could
result in substantial costs and diversion of resources which could harm the
Company's business and the Company could ultimately be unsuccessful in
protecting its intellectual property rights. Further, the Company's intellectual
property protection controls across global operations may not be adequate to
fully protect them from the theft or misappropriation of the Company's
intellectual property, which could adversely harm its business.
GOVERNMENT APPROVAL
We do not require any government approval for our services. As an online
business, our business will not be subject to any environmental laws.
GOVERNMENT AND INDUSTRY REGULATION
We will be subject to local and international laws and regulations that relate
directly or indirectly to our operations. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.
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RESEARCH AND DEVELOPMENT ACTIVITIES
Other than time spent researching our proposed business, we have not spent any
funds on research and development activities to date. We plan to spend funds on
research and development activities in the future development of our software,
integration and services.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We have no employees as work is done solely on a contractual basis. Jason Gray,
our President and Vlad Mulutin our Treasurer, currently provide their services
on a consultant basis. At this time, they are responsible for all aspects of our
business. If we receive the proceeds from our offering, we have allocated $1,000
a month in management fees to Mr. Gray. We plan to hire an employee on a
contractual basis in the near uture to help manage and assist clients with the
usage of the app and our services.
DESCRIPTION OF PROPERTY
The administrative office of the Company is currently located at Suite 2020
(Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. Pingify
currently employs a shared corporate office space including a communal
front-desk receptionist, secretarial services, telephone answering and mail
delivery services. The facilities include large and small boardrooms and private
offices available on an hourly or daily fee basis, secure mailboxes for physical
address deliveries, and an overall professional corporate atmosphere. Rent costs
$79.00 per month.
We consider our current principal office space arrangement adequate but plan to
lease a larger office space upon hiring any full-time employees.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock quoted
on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
23
a. contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
b. contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
c. contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
d. contains a toll-free telephone number for inquiries on disciplinary
actions;
e. defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
f. contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
a. the bid and offer quotations for the penny stock;
b. the compensation of the broker-dealer and its salesperson in the
transaction;
c. the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
d. monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
SHARES AVAILABLE FOR FUTURE SALE
Upon completion of this Offering, based on our outstanding shares as of the date
of this Prospectus, we will have outstanding an aggregate of 50,100,000 shares
of our common stock. Of these shares, upon effectiveness of the registration
statement of which this prospectus forms a part, the 25,000,000 shares covered
hereby will be freely transferable without restriction or further registration
under the Securities Act.
The remaining 25,100,000 restricted shares of common stock then outstanding are
owned by Jason Gray, an officer and director, known as our "affiliate," and may
not be resold in the public market except in compliance with the registration
requirements of the Securities Act or under an exemption under Rule 144 under
the Securities Act, if available, or otherwise.
The outstanding shares of our common stock not included in this prospectus will
be available for sale in the public market as follows:
PUBLIC FLOAT
Of our outstanding shares, 25,100,000 shares are beneficially owned by an
officer and director.
RULE 144
In general, under Rule 144, as currently in effect, a person, other than an
affiliate, who has beneficially owned securities for at least six months,
including the holding period of prior owners is entitled to sell his or her
shares without any volume limitations; an affiliate, however, can sell such
number of shares within any three-month period as does not exceed the greater
of:
* 1% of the number of shares of common stock then outstanding, or
24
* the average weekly trading volume of common stock on the OTC Bulletin
Board during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to that sale.
Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information about an issuer.
In order to effect a Rule 144 sale of common stock, the transfer agent requires
an opinion from legal counsel. Further, the six month holding period is
applicable only to issuers who have been subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 for at least 90
days.
As of the date of this Prospectus, no shares of our common stock are available
for sale under Rule 144.
HOLDERS OF OUR COMMON STOCK
As of the date of this Prospectus, we have one stockholder of record.
REPORTS
Upon the effectiveness of the Registration Statement of which this Prospectus is
a part, we will be subject to certain reporting requirements and will file with
the SEC annual reports including annual financial statements, certified by our
independent accountants, and un-audited quarterly financial statements in our
quarterly reports filed electronically with the SEC. All reports and information
filed by us can be found at the SEC website, www.sec.gov.
STOCK TRANSFER AGENT
The Company's stock transfer agent is Island Stock Transfer, 15500 Roosevelt
Blvd., Suite 301, Clearwater, FL 33760.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
Pingify International Inc. was incorporated in the State of Nevada on January
24, 2012. Pingify has acquired a lead generation software application that
brings together buyers and sellers of goods and services. This will be achieved
by the Company's Ping Me! app which we anticipate will be available on iTunes by
the end of February 2012. By obtaining a buyers' expressed needs with our
notification application, Pingify will be able to accumulate a lead database
that presents businesses or even individual sellers to potential buyers. By
allowing the sellers to hand pick their target buyers, Pingify's propriety
notification gateway can directly connect the buyer to the seller.
We are a development stage company with limited operations and no revenues. Our
limited start-up operations have consisted of the formation of our Company, the
acquisition of our app, related IP and website, development of our business plan
and identification of our target market. Our website, www.PINGIFY.COM, is
currently under development. Per our business plan we anticipate lead-generation
revenues within three months of the completion of the financing supplied by this
offering and iTunes app download revenues to commence by the end of February
2012. Currently our President devotes approximately 40 hours a week to the
business of the Company. We will require the funds from this offering in order
to implement our business plan as discussed in the "Plan of Operation" section
of this prospectus. Vlad Mulutin our Treasurer, will be devoting approximately
10 hours per week.
The administrative office of the Company is currently located at Suite 2020
(Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB T5J 1V9. We plan to use
these offices until we require larger space.
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RESULTS OF OPERATIONS
We have generated no revenue since inception and have incurred $739 in
miscellaneous expenses through January, 2012. The following table provides
selected financial data about our Company for the period from the date of
incorporation through January 31, 2012. For detailed financial information, see
the financial statements included in this prospectus.
Balance Sheet Data: 01/31/2012
------------------- ----------
Cash $25,076
Total assets $25,076
Total liabilities $ 715
Stockholder's equity $24,361
Other than the shares offered by this prospectus, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our directors have verbally
agreed to advance the Company funds to complete the registration process.
GOING CONCERN
In our audited financial statements as of January 31, 2012 we were issued an
opinion by our auditors that raised substantial doubt about our ability to
continue as a going concern based on our current financial position.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12-month budget is based on minimum operations
which will be completely funded by the $125,000 we intend to raise through this
offering. We anticipate lead-generation revenues within three months of the
completion of the financing supplied by this offering and iTunes app download
revenues to commence by the end of February 2012.
PLAN OF OPERATION
At present management will concentrate on the completion of the Registration
Statement and utilize this time to also begin putting together a database of
potential customers as well as the continuation of the development of the
software and services for the purpose of the integration of customers into the
Pingify service.
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days after our Registration
Statement is declared effective by the Securities and Exchange Commission. We
intend to concentrate all our efforts on raising capital during this period.
Once we have completed our offering, our specific business plan for the twelve
months thereafter is as follows:
SOFTWARE APPLICATION UPDATES AND CHANGES TO ACCOMMODATE BEYOND.COM
Pingify - Beta 1 (1st quarter after funding)
* This version will include application tie-in to the main server
database
* Implement multi-city search, allowing requests to search in multiple
cities simultaneously
* Improving the look and feel of the application
26
Pingify - Beyond.com Integration (1st and 2nd quarter after funding)
* Full integration of Beyond.com job searches from the Ping Me! mobile
app to servers that do the data processing
Pingify - Beta 2 (1st and 2nd quarter after funding)
* Improve user experience based upon feedback
Pingify iTunes Connect Support Site (3rd quarter after funding)
* Redesign of app support page
* Improve customer support and communications/updates to the customer
Pingify Version 2 App Submission (3rd and 4th quarter after funding)
* Submit improved and finalized version to iTunes
* Ideal release will have Multi-city search, Beyond.com integration,
Facebook and Twitter integration
BEGIN MARKETING AND SALES EFFORTS
TWO STAGE STRATEGY
With the release of the PING ME! application, Pingify will build a database of
consumer product demands. Once the database is built, we expect to be able to
integrate with web sites and marketing companies to provide them the network to
access these consumers directly with focused marketing campaigns.
STAGE 1 - DEVELOPING AN ONLINE USER BASE
The PING ME! application is expected to be available for download in Canada and
the US via the iTunes store by the end of February 2012. This version focuses
solely on Craigslist, the world's largest free bulletin board website. Our plan
is to:
* Support the application with an online marketing campaign through
articles, blogs and social marketing as well as a launch of a Facebook
embedded application and "free" version of the iPhone application
* Add additional Agents, (e.g. Beyond.com, Auto Trader, Kijiji) to PING
ME!
* Improve the functionality of the application based on user replies and
responses
* Optimize the back-end servers.
STAGE 2 - DIRECT INTEGRATION WITH VENDORS
ONGOING SERVICE FEES
Once implemented, there will be 3 specific ongoing revenue streams associated
with the BRANDED PINGS PRODUCT:
1) Pings (or Impressions)
2) Clicks (actual reads of the data)
3) Purchases
PINGS
A Ping is considered a delivered advertisement to the end user and will be
treated similar to an impression as charged by various online marketing services
(ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has
been specifically requested by the user. For the initial stages of this project,
we intend to keep impression costs close to industry standards which are $.008
per impression cost.
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CLICKS
Clicks are considered valid when the user is sent back to the client's network
and where the Ping is read, but not acted on. The marketplace values the cost
per click at $0.08.
PURCHASES
The ultimate goal is to get the user to purchase an item. If the user purchases
an item due the click-through on the Ping Me! system, then Pingify would charge
the Vendor a fee of approximately 1% of the purchase value.
Based on raising $125,000 from our offering, we have budgeted the following
amounts over the 12 months following the successful completion of thie offering:
Proceeds to Us: $125,000
Accounting $ 8,000
Legal $ 4,800
Advertising/Marketing $ 12,000
SEC Fliling related Costs $ 3,500
Insurance $ 2,000
Server Cloud / Collocation $ 16,000
Office Supplies $ 500
Travel $ 2,000
Rent $ 950
Telephone/Fax $ 200
Development / Wages $ 48,000
Consultants $ 12,000
Management Fees $ 12,000
Dues/Subs/Licences $ 2,000
Working Capital $ 1,050
These amounts may be adjusted based upon sales and revenue.
SUMMARY
In summary, we will begin putting together a database of potential customers as
well as the continuation of the development of the software and services for the
purpose of the integration of customers into the Pingify service. We anticipate
lead-generation revenues within three months of the completion of the financing
supplied by this offering and iTunes app download revenues to commence by the
end of February 2012. Until we have reached a critical level of Pings we do not
believe our operations will be profitable. If we are unable to attract enough
users to download our app, we may have to suspend or cease operations. If we are
unable to attract enough lead-generation vendors, we may have to cease
operations. If we cannot generate sufficient revenues to continue operations, we
will suspend or cease operations. If we cease operations, we do not know what we
will do and we do not have any plans to do anything else.
If the shares are not fully sold, the financing is not closed and raised funds
are returned to investors, the company's implementation of the business plan
would be materially affected. We would be forced to drastically reduce expenses
by cutting programmers (excluding Jason Gray) and directors and officers would
cease to receive any payments until other funding could be secured. Assuming no
other funding is secured, it is highly unlikely that the Pingify application
will be able to be completed for Beyond.com, thus limiting a large portion of
our expected revenue.
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RESULTS OF OPERATIONS
FROM INCEPTION ON JANUARY 24, 2012 TO JANUARY 31, 2012
As of the date of this prospectus, we have yet to generate any revenues from our
business operations.
Our loss since inception is $739. We have commenced limited operations but have
no generated any revenue to date. We expect revenues to begin with iTunes
downloads by the end of February 2012. We expect to see lead-generation revenues
from Agents within the first 90 days after we complete this offering.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we sold 25,100,000 shares of common stock to one of our
officers and directors for $25,100. As of January 31, 2012, our total assets
were $25,076 and our total liabilities were $715.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited financial and
managerial resources and possible cost overruns due to price and cost increases
in services and products.
We have no assurance that future financing will be available to us on acceptable
terms or at all. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing stockholders.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
REVENUE RECOGNITION
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the Company are elected by the stockholders to a term of one year
and serve until their successors are elected and qualified. Officers of the
Company are appointed by the Board of Directors to a term of one year and serve
29
until their successors are duly appointed and qualified, or until the officer is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our officer and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Jason Gray 41 President, Secretary,
1707-9741 110th Street NW Chief Executive Officer,
Edmonton, AB Director
T5K 2V8 Canada
Vlad Milutin 48 Treasurer
3832 Sequoia Creek Court Chief Financial Officer
San Jose, CA 95121 Director
Panayota Baris 54 Director
Averof 39
Argyroupoli, 16542, Greece
Mr. Gray and Mr. Mulitin have held their offices/positions since the inception
of our Company and Ms. Baris joined the company in March 2012. All are expected
to hold said offices/positions until the next annual meeting of our
stockholders. The officers and directors named above are our only officers,
directors, promoters and control persons.
BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS
JASON GRAY has been President, CEO, Secretary and Director of Pingify
International from January 2012 to the present. From 2009 to January 2012 Mr.
Gray has been focusing his attention on the Mobile/Online Market and developing
the code base that is now part of Pingify International. Mr. Gray worked as a
full-time independent contractor for Deluxe Inc., a post production facility for
film and television, as a senior systems administrator between February 2011 to
January 2012. Mr. Gray worked for Luximation Films, an independent film
production company, as an independent contractor providing system integration
and backend server support from August 2009 to February 2011. From January 2003
to August 2009, Mr. Gray was the IT Manager for Bardel Entertainment. Mr. Gray
has over 14 years experience in Operating System Management. Mr. Gray was
awarded Computer World Laureate in 2006 for his work on iSCSI SAN
infrastructures. Mr. Gray attended the University of Western Ontario and also
obtained CCNA certification.
VLAD MILUTIN has been the Treasurer, CFO and Director of Pingify International
from January 2012 to the present. From February 2012 to the current he has been
Director of Strategic Partners for National and Regional Vars, SI's, Carriers,
ODM's and Mobile Application ISV's for Good Technology. Responsibilities include
recruiting, sales enablement and revenue productivity of strategic partners.
From April 2011 to February 2012, Mr. Milutin was Director of Business
Development of MobileIron, a Mobile Device Management company located in
Mountain View, CA. From November 2010 to January 2012 he was assisting Jason
Gray with the Pingify project. From November 2010 to April 2011, Mr. Milutin was
an independent consultant to Cloud IaaS, located in Sacramento, CA. From
February 2010 to October 2010, Mr. Milutin was Director of Sales and Market
Development for Joyent Inc., a Cloud IaaS company located in San Francisco, CA.
From May 2008 to February 2010, Mr. Milutin was Director of Business Development
for Seagate Services, a Seagate Technology Cloud Back-up company located in
Santa Clara, CA. From September 2007 to May 2008, Mr. Milutin was Director of
Business Development and Sales for Nexsan Technology, a Hardware and Software
Manufacturer of SAN and NAS Storage company located in Thousand Oaks, CA. From
August 2006 to September 2007, Mr. Milutin was Western Regional Director of
Sales for Hitachi Data System/Archivas, a Hardware and Software Manufacturer of
Object Based Storage company located in Santa Clara, CA.
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Mr. Milutin earned a Bachelor's Degree in Communication from Santa Clara
University, in Santa Clara, California in June 1986.
PANAYOTA BARIS has been a Director of Pingify International from March 2012 to
the present. From March 2008 to the present she has been self-employed in
Aesthetics in Athens, Greece. From September 2004 through March 2008 she was
head of Aesthetics at Divani Apollon Spa in Athens, Greece.
During the past ten years, Mr. Gray, Mr. Milutin and Ms. Baris have not been the
subject of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Gray, Mr. Milutin or Ms. Baris was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Gray, Mr. Milutin, or
Ms. Baris' involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
CORPORATE GOVERNANCE
We do not have a compensation committee and we do not have an audit committee
financial expert. We do not have a compensation committee because our Board of
Directors consists of three directors and we do not pay any compensation at this
time. We do not have an audit committee financial expert because we believe the
cost related to retaining a financial expert at this time is prohibitive in the
circumstances of our Company. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not warranted.
CONFLICTS OF INTEREST
We are not aware of any conflicts of interest.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. We
intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.
EXECUTIVE COMPENSATION
Currently, our officers and directors receive no compensation for their services
during the development stage of our business operations. They may be reimbursed
for any out-of-pocket expenses that they incur on our behalf. If we receive the
proceeds from our offering, we have allocated $1,000 a month in management fees
to Mr. Gray. In the future, we may approve payment of salaries for officers and
31
directors. We also do not currently have any benefits, such as health or life
insurance, currently available to our employees.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Jason Gray, 2012 0 0 0 0 0 0 0 0
President,
CEO, and
Director
Vlad Milutin, 2012 0 0 0 0 0 0 0 0
Treasurer,
CFO and
Director
Panayota 2012 0 0 0 0 0 0 0 0
Baris,
Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Jason 0 0 0 0 0 0 0 0 0
Gray
Vlad 0 0 0 0 0 0 0 0 0
Milutin
Panayota 0 0 0 0 0 0 0 0 0
Baris
32
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Jason Gray 0 0 0 0 0 0 0
Vlad Milutin 0 0 0 0 0 0 0
Panayota Baris 0 0 0 0 0 0 0
OPTION GRANTS. There have been no individual grants of stock options to purchase
our common stock made to the executive officer named in the Summary Compensation
Table.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no
stock options exercised by the executive officer named in the Summary
Compensation Table.
LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a
named executive officer in the last completed fiscal year under any LTIP.
COMPENSATION OF DIRECTORS
Directors are permitted to receive fixed fees and other compensation for their
services as directors. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to, our
director in such capacity.
EMPLOYMENT AGREEMENTS
We do not have any employment agreements in place with Mr. Gray or Mr. Milutin.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our director, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The table also reflects what the percentage of ownership
will be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholder listed below has direct ownership of his shares
and possesses sole voting and dispositive power with respect to the shares.
33
Name and No. of No. of
Address of Shares Shares Percentage of Ownership
Beneficial Before After Before After
Owner Offering Offering Offering Offering
----- -------- -------- -------- --------
Jason Gray 25,100,000 25,100,000 100% 50.1%
1707-9741 110th Street NW
Edmonton, AB T5K 2V8
Vlad Milutin 0 0 0% 0%
3832 Sequoia Creek Ct.
San Jose, CA 95121
Panayota Baris 0 0 0% 0%
Averof 39
Argyroupoli, 16542, Greece
All Officers and
Directors as a Group 25,100,000 25,100,000 100% 50.1%
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 25,100,000 shares have been issued to the existing stockholder, all
of which are held by Jason Gray, an officer and director, and are restricted
securities, as that term is defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Act. Under Rule 144, such shares can be publicly
sold, subject to volume restrictions and certain restrictions on the manner of
sale, commencing one year after their acquisition. Any sale of shares held by
the existing stockholder (after applicable restrictions expire) and/or the sale
of shares purchased in this offering (which would be immediately resalable after
the offering), may have a depressive effect on the price of our common stock in
any market that may develop, of which there can be no assurance.
Our principal stockholder does not have any plans to sell his shares at any time
after this offering is complete.
TRANSACTIONS WITH RELATED PERSONS,
PROMOTERS AND CERTAIN CONTROL PERSONS
On January 24, 2012 the Company issued a total of 25,100,000 shares of common
stock to Mr. Gray for cash at $0.001 per share for a total of $25,100.
On February 10, 2012 Jason Gray assigned to Pingify International all his
interest in the United States, Canada and in all other countries in and to, to
the domains PINGIFY.COM and PINGIFY.NET and ALL RELATED PING ME! SOFTWARE CODE
AND his invention relating to a Real Time Online Searching, as fully described
and claimed in his United States provisional application for a patent for such
invention, filed July 26, 2011, Serial No. 61/511,687, together with the entire
right, title and interest in and to said applications, the right to claim
priority therefrom under the International Convention, and any and all Letters
Patent which may be issued or be re-issued for said invention to the full end of
the term for which each said Letters Patent may be granted.
We do not currently have any conflicts of interest by or among our current
officers, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so upon
completion of this offering and, in any event, prior to hiring any additional
employees.
34
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission (the "SEC"). Upon the
effectiveness of this registration statement, we will become subject to the
informational requirements of the Exchange Act and, in accordance therewith,
will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy
statements, under Sec.14 of the Exchange Act, and other information as required.
Such reports, proxy statements, this registration statement and other
information, may be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of all
materials may be obtained from the Public Reference Section of the SEC's
Washington, D.C. office at prescribed rates. You may obtain information
regarding the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an internet site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC at http://www.sec.gov. The Company will
voluntarily provide electronic or paper copies of its filings with the SEC free
of charge upon request.
FINANCIAL STATEMENTS
Our fiscal year end is January 31, 2012. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared and then will be audited by the independent PCAOB registered CPA firm
De Joya Griffith & Company, LLC.
35
[LETTERHEAD OF DE JOYA GRIFFITH & COMPANY, LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Pingify International Inc.
We have audited the accompanying balance sheet of Pingify International, Inc. (A
Development Stage Company) (the "Company") as of January 31, 2012 and the
related statements of operations, stockholder's equity and cash flows for the
period from inception (January 24, 2012) through January 31, 2012. Pingify
International, Inc's management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pingify International, Inc. (A
Development Stage Company) as of January 31, 2012 and the related statements of
operations, stockholder's equity and cash flows for the period from inception
(January 24, 2012) through January 31, 2012 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered losses from operations, which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ De Joya Griffith & Company, LLC
-------------------------------------------
Henderson, Nevada
February 10, 2012
F-1
Pingify International, Inc.
(A Development Stage Company)
Balance Sheet
(Audited)
January 31, 2012
----------------
ASSETS
Current assets
Cash $ 25,076
--------
Total current assets 25,076
--------
Total assets $ 25,076
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 715
--------
Total current liabilities 715
--------
Stockholders' equity
Common stock $0.001 par value;
75,000,000 shares authorized,
25,100,000 shares issued and outstanding 25,100
Accumulated deficit during the development stage (739)
--------
Total stockholders' equity 24,361
--------
Total liabilities and stockholders' equity $ 25,076
========
The accompanying notes are an integral part of these financial statements.
F-2
Pingify International, Inc.
(A Development Stage Company)
Statement of Operations
(Audited)
For the Period
From Inception
(January 24, 2012) to
January 31, 2012
----------------
Expenses
General and administrative $ 739
------------
Total expenses 739
------------
Net loss $ (739)
============
Net loss per common share -
basic $ (0.00)
============
Weighted average common shares outstanding -
basic 25,100,000
============
The accompanying notes are an integral part of these financial statements.
F-3
Pingify International, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
(Audited)
Accumulated
Common Stock Deficit During Total
-------------------------- Development Stockholder's
Shares Amount Stage Equity
---------- ---------- ---------- ----------
Balance, Inception (January 24, 2012) -- $ -- $ -- $ --
Issuance of stock for cash
at $0.001 per share 25,100,000 25,100 -- 25,100
Net loss -- -- (739) (739)
---------- ---------- ---------- ----------
Balance, January 31, 2012 25,100,000 $ 25,100 $ (739) $ 24,361
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
Pingify International, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Audited)
For the Period
From Inception
(January 24, 2012) to
January 31, 2012
----------------
Cash flows from operating activities:
Net loss $ (739)
Changes in operating assets and liabilities:
Accounts payable 715
--------
Net cash used by operating activities (24)
--------
Cash flows from financing activities:
Proceeds from issuance of common stock 25,100
--------
Net cash provided by financing activities 25,100
--------
Net change in cash 25,076
Cash, beginning of period --
--------
Cash, end of period $ 25,076
========
Supplemental disclosure of cash flow information:
Interest paid $ --
========
Taxes paid $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
Pingify International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
January 31, 2012
1. DESCRIPTION OF BUSINESS
Pingify International, Inc. (the "Company") was incorporated under the laws of
the state of Nevada on January 24, 2012.
The Company is a software technology start-up focused on the development of
computer software solutions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Year-End - The Company has selected January 31 as its year end.
Development Stage Company - The Company's financial statements are presented as
those of a development stage enterprise. Activities during the development stage
primarily include implementation of the business plan and obtaining additional
debt and/or equity related financing.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash Equivalents - Cash and cash equivalents consist primarily of cash
on deposit, certificates of deposit, money market accounts, and investment grade
commercial paper that are readily convertible into cash and purchased with
original maturities of three months or less.
Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash
balances at an institution that is insured by the Federal Deposit Insurance
Corporation up to $250,000. As of January 31, 2012 no amounts were in excess of
the federally insured program.
Revenue Recognition Policy - The Company will recognize revenue once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the product or services have been rendered; the fee is
fixed and determinable and not subject to refund or adjustment; and collection
of the amount due is reasonably assured. The Company did not realize any
revenues from Inception (January 24, 2012) through January 31, 2012.
Income Taxes - The Company accounts for its income taxes in accordance with FASB
ASC 740, which requires recognition of deferred tax assets and liabilities for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
F-6
Pingify International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
January 31, 2012
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.
Fair Value of Financial Instruments - FASB ASC 825, "Disclosure About Fair Value
of Financial Instruments," requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. As of January 31, 2012 the carrying amounts
and estimated fair values of the Company's financial instruments approximate
their fair value due to the short-term nature of such financial instruments.
Dividends - The payment of dividends by the Company in the future will be at the
discretion of the Board of Directors and will depend on our earnings, capital
requirements and financial condition, as well as other relevant factors. We do
not intend to pay any cash dividends in the foreseeable future but intend to
retain all earnings, if any, for use in our business.
Earnings (Loss) per Share - Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding during each period. Diluted earnings (loss) per share is
computed by dividing net income (loss), adjusted for changes in income or loss
that resulted from the assumed conversion of convertible shares, by the weighted
average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during the period.
The computation of basic and diluted loss per share for the periods presented is
equivalent since the Company had continuing losses. The Company had no common
stock equivalents as of January 31, 2012.
Risks and Uncertainties - The Company's operations and future are dependent in a
large part on its ability to develop its business model in a competitive market.
The Company intends to operate in an industry that is subject to intense
competition and change in consumer demand. The Company's operations are subject
to significant risk and uncertainties including financial and operational risks
and the potential risk of business failure. The Company's inability to meet its
business plan and target customer demand may have a material adverse effect on
its financial condition, results of operations and cash flows.
New Accounting Pronouncements - There are no recent accounting pronouncements
that are expected to have an effect on the Company's unaudited financial
statements.
3. GOING CONCERN
During the period from inception (January 24, 2012) to January 31, 2012, the
Company had incurred a net loss of $739 and used net cash in the amount of $24
for operating activities. The Company is in the development stage of operations,
F-7
Pingify International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
January 31, 2012
has not generated any revenues since inception and anticipates that it will
continue to generate losses in the near future. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include adjustments relating to the
recoverability and classification of reported asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to obtain additional financing or sale of
its common stock and ultimately to attain profitability.
Management's plan, in this regard, is to raise capital through a combination of
equity and debt financing. Management believes this amount will be sufficient to
finance the continuing development for the next twelve months. However, there is
no assurance that the Company will be successful in raising such financing.
4. STOCKHOLDERS' EQUITY
In January 2012, the Company sold 25,100,000 shares of its $0.001 par value
common stock to its founder at $0.001 per share. The gross proceeds from the
issuance were $25,100.
The Company is using the proceeds from the sale of its common stock to cover the
expenses of the initial public offering and for general working capital
purposes.
5. INCOME TAXES
At January 31, 2012, the Company had a federal operating loss carry forward of
$739, which begins to expire in 2032. Significant components of the Company's
deferred tax liabilities and assets as of January 31, 2012 are as follows:
January 31, 2012
----------------
Deferred tax asset:
Net operating loss $ 739
Income tax rate 35%
--------
259
Less valuation allowance (259)
--------
Deferred tax asset $ --
========
Through January 31, 2012, a valuation allowance has been recorded to offset the
deferred tax assets, including those related to the net operating losses.
F-8
Pingify International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
January 31, 2012
6. COMMITMENTS AND CONTINGENCIES
In the normal course of business, companies are subject to proceedings, lawsuits
and other claims. Such matters can be subject to many uncertainties, and
outcomes are not predictable with assurance. The Company is not aware of the
existence of any such matters at January 31, 2012, and has not accrued for any
such contingencies, accordingly.
7. SUBSEQUENT EVENTS
In February 2012, the founder of the Company assigned a 100% interest in and to
the domains Pingify.com and Pingify.net and all related Ping Me! software code
as well as his invention relating to REAL TIME ONLINE Searching, as fully
described and claimed in the United States provisional application for a patent
for such invention, filed on July 26, 2011, Serial No. 61/511,687, together with
the entire right, title and interest in and to said applications, to the Company
for zero consideration.
F-9
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________ (90 DAYS AFTER THE EFFECTIVE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses incurred or expected relating to this Prospectus and distribution are
as follows:
SEC Fee $ 14.33
Legal and Professional Fees $ 1,000.00
Accounting and auditing $ 6,000.00
EDGAR Fees $ 1,500.00
Transfer Agent fees $ 1,000.00
Misc and Bank Charges $ 485.67
----------
TOTAL $10,000.00
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Articles of Incorporation of the Company, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which he is to
be indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On January 24, 2012 the Company issued a total of 25,100,000 shares of common
stock to Mr. Gray for cash at $0.001 per share for a total of $25,100.
These securities were issued in reliance upon an exemption provided by
Regulation S promulgated under the Securities Act of 1933. The certificate for
these securities was issued to a non-US resident and bears a restrictive legend.
II-1
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (previously filed)
3.2 Bylaws (previously filed)
5.1 Opinion of Rosenfeld, Bauman & Forbes (previously filed)
10.1 Form of Subscription Agreement
10.2 Assignment Agreement between Jason Gray & Pingify International
(previously filed)
10.3 Lead Purchase Agreement with Beyond.com
23.1 Consent of De Joya Griffith & Company, LLC for use of its report
23.3 Consent of Rosenfeld, Bauman & Forbes (See Exhibit 5)
99.1 Provisional Patent Application (previously filed)
99.2 Escrow Agreement
ITEM 17. UNDERTAKINGS.
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
II-2
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
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i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Edmonton,
AB on March 16, 2012.
Pingify International Inc., Registrant
By: /s/ Jason Gray
----------------------------------------
Jason Gray, President, Secretary,
Chief Executive Officer and Director
By: /s/ Vlad Milutin
----------------------------------------
Vlad Milutin, Treasurer, Chief Financial
Officer and Principal Accounting Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Jason Gray Chief Executive Officer March 16, 2012
----------------------- ----------------------- --------------
Jason Gray Title Date
/s/ Vlad Milutin Chief Financial Officer March 16, 2012
----------------------- ----------------------- --------------
Vlad Milutin Title Date
/s/ Vlad Milutin Principal Accounting Officer March 16, 2012
----------------------- ---------------------------- --------------
Vlad Milutin Title Date
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