UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2013
Commission file number 333-179505
PINGIFY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Suite 2020 (Scotia Place, Tower 1), 10060 Jasper
Ave. Edmonton, AB, T5J 1V9
(Address of principal executive offices, including zip code)
(780) 628-6867
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 50,100,000 shares as of September 16,
2013
ITEM 1. FINANCIAL STATEMENTS
Pingify International, Inc.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
July 31, 2013 January 31, 2012
------------- ----------------
ASSETS:
Current assets:
Cash and cash equivalents $ 7,075 $ 80,649
Prepaid expenses 12,500 5,000
---------- ----------
Total current assets 19,575 85,649
---------- ----------
Total assets $ 19,575 $ 85,649
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Accounts payable and accrued liabilities $ 750 $ 13
Shareholder loan 44,142 44,142
---------- ----------
Total current liabilities 44,892 44,155
---------- ----------
Total liabilities 44,892 44,155
---------- ----------
Stockholders' equity (deficit):
Common stock, $0.001 par value
75,000,000 shares authorized
50,100,000 shares issued and outstanding 50,100 50,100
Additional paid in capital 100,000 100,000
Accumulated deficit during the development stage (175,417) (108,606)
---------- ----------
Total stockholders' equity (deficit) (25,317) 41,494
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 19,575 $ 85,649
========== ==========
The accompanying notes are an integral part of these financial statements
2
Pingify International, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Inception
Three months Three months Six months Six months (January 24, 2012)
ending ending ending ending through
July 31, 2013 July 31, 2012 July 31, 2013 July 31, 2012 July 31, 2013
------------- ------------- ------------- ------------- -------------
EXPENSES:
Research and development $ 9,570 $ 10,526 $ 9,570 $ 19,934 $ 42,114
Research and development - related party -- -- 3,000 -- 14,900
Selling, general and administrative 14,622 11,015 53,241 24,403 105,403
Management fees -- 4,000 1,000 7,000 13,000
------------ ------------ ------------ ------------ ------------
Total expenses 24,192 25,541 66,811 51,337 175,417
------------ ------------ ------------ ------------ ------------
Net Loss $ (24,192) $ (25,541) $ (66,811) $ (51,337) $ (175,417)
============ ============ ============ ============ ============
Basic net loss per common share $ -- $ -- $ -- $ --
============ ============ ============ ============
Weighted average number of common shares
outstanding - Basic 50,100,000 25,100,000 50,100,000 25,100,000
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
3
Pingify International, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Inception
Six months Six months (January 24, 2012)
ending ending through
July 31, 2013 July 31, 2012 July 31, 2013
------------- ------------- -------------
Cash flows from operating activities:
Net loss $ (66,811) $ (51,337) $ (175,417)
Changes in operating assets and liabilities:
Prepaid expenses (7,500) -- (12,500)
Accounts payable 737 5,564 750
---------- ---------- ----------
Net cash used by operating activities (73,574) (45,773) (187,167)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock -- 24,000 150,100
Proceeds from shareholder loan -- 25,712 64,242
Repayments of loan -- -- (20,100)
---------- ---------- ----------
Net cash provided by financing activities -- 49,712 194,242
---------- ---------- ----------
Net change in cash (73,574) 3,939 7,075
---------- ---------- ----------
Cash, beginning of period 80,649 25,076 --
---------- ---------- ----------
Cash, end of period $ 7,075 $ 29,015 $ 7,075
========== ========== ==========
Supplemental disclosure of cash flow information:
Interest paid $ -- $ -- $ --
========== ========== ==========
Taxes paid $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of these financial statements
4
Pingify International, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
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.
These financial statements and footnotes are prepared as per the generally
accepted accounting principles in the United States of America. The financial
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation.
2. GOING CONCERN
During the period from inception (January 24, 2012) to July 31, 2013, the
Company incurred an accumulated deficit of $175,417 and used net cash in the
amount of $187,167 for operating activities. For the quarter ended July 31,
2013, the Company incurred a net loss of $24,192. The Company is in the
development stage of operations, 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.
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. There can be no assurance that sufficient funds required during
the next year or thereafter will be generated from operations or that funds will
be available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business. Furthermore, there
can be no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets and classification of liabilities that might be necessary should
we be unable to continue in existence.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
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.
5
FISCAL PERIODS
The Company's fiscal year end is January 31.
FOREIGN CURRENCY TRANSLATION
The Company's functional currency and its reporting currency is the United
States Dollar.
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.
RESTRICTED CASH
The Company received $46,000 as restricted cash in escrow for subscriptions of
shares from the Company's initial public offering as of October 31, 2012,
subject to restrictions pending placement of the entire offering. As of January
31, 2013, the shares were fully subscribed, therefore the cash in the escrow
account was released from restriction for funding of operations. As of July 31,
2013, there is no longer any restricted cash in escrow.
REVENUE RECOGNITION POLICY
The Company will recognize revenue once all of the following criteria for
revenue recognition have been met: persuasive 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 July 31, 2013.
SOFTWARE DEVELOPMENT COSTS
The Company applies the principles of ASC 985, Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed ("ASC 985"). ASC 985
requires that software development costs incurred in conjunction with product
development be charged to research and development expense until technological
feasibility is established. Thereafter, until the product is released for sale,
software development costs must be capitalized and reported at the lower of
unamortized cost or net realizable value of the related product. The Company has
adopted the "tested working model" approach to establishing technological
feasibility for its products. Under this approach, a product in development is
not considered to have passed the technological feasibility milestone until the
Company has produced a model of the product that contains essentially all the
functionality and features of the final product and have tested the model to
ensure that it works as expected. To date, the Company has not incurred
significant costs between the establishment of technological feasibility and the
release of a product; thus all software development costs have been expensed as
incurred.
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 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. Because of the losses incurred since inception, the Company has not had
any material federal or state income tax obligations.
6
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 July 31, 2013.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures assets and liabilities at fair value based on an expected
exit price as defined by the authoritative guidance on fair value measurements,
which represents the amount that would be received on the sale of an asset or
paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions
that market participants would use in pricing an asset or liability. The
authoritative guidance on fair value measurements establishes a consistent
framework for measuring fair value on either a recurring or nonrecurring basis
whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
* Level 1: Observable inputs that reflect quoted prices (unadjusted) for
identical assets or liabilities in active markets.
* Level 2: Inputs reflect: quoted prices for identical assets or
liabilities in markets that are not active; quoted prices for similar
assets or liabilities in active markets; inputs other than quoted
prices that are observable for the assets or liabilities; or inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
* Level 3: Unobservable inputs reflecting the Company's assumptions
incorporated in valuation techniques used to determine fair value.
These assumptions are required to be consistent with market
participant assumptions that are reasonably available.
The carrying value of the Company's financial instruments, including cash, due
to shareholders and accounts and other payables approximate their fair values
due to the immediate or short-term maturity of these instruments. It is
management's opinion that the Company is not exposed to significant interest,
price or credit risks arising from these financial instruments.
7
NEW ACCOUNTING PRONOUNCEMENTS
There are no recent accounting pronouncements that are expected to have an
effect on the Company's audited financial statements.
4. STOCKHOLDERS' EQUITY (DEFICIT)
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. There were 50,100,000 shares of common stock issued
and outstanding as of July 31, 2013 and January 31, 2013.
In January 2012, the Company issued 25,100,000 shares of its $0.001 par value
common stock to its founder at $0.001 per share for total cash proceeds of
$25,100. The Company used the proceeds from the sale of its common stock to
cover the expenses of the initial public offering and for general working
capital purposes.
The Company sold 25,000,000 shares of its $0.001 par value common stock for
$.005 per share during the period from July 2012 to January 2013, respectively.
The proceeds were held in an escrow account until the Company sold all
25,000,000 shares. The offering was completed on January 3, 2013 and the
25,000,000 shares were issued at that time.
5. PREPAID EXPENSES
In July 2013, the Company paid $12,500 to a third party related to investor
relations advisory services. The Company classified the payment as a prepaid
expense as the services were performed subsequent to July 31, 2013.
6. RELATED PARTY TRANSACTIONS
On April 12, 2012, the officers and directors of the Company orally agreed to
lend funds to the Company in the event funds are required for the operations of
the Company over the next 12 months. From time to time, the majority
shareholder, who is also President of the Company, advanced funds to the
Company. As of July 31, 2013 and January 31, 2013, the Company owed this
individual $44,142. The shareholder loan is unsecured, non-interest bearing, and
has no specific terms for repayment.
For the period from inception (January 24, 2012) to July 31, 2013, the Company
paid $13,000 to the President for management fees. Additionally during this
period, the Company paid $14,900 to an entity with 100% of the voting stock
owned by the President for development services.
7. SUBSEQUENT EVENTS
On August 17, 2013, the Company entered into letter of intent to acquire 80
Elements Entertainment Inc. ("80 Elements") for approximately 940,000 in
restricted common shares, issued from treasury. 80 Elements is a privately-held
Vancouver, British Columbia-based company engaged in the design and development
of custom applications and games for mobile and web-based technology devices
such as smart phones and tablets. The proposed acquisition is subject to
customary closing conditions. The transaction may be terminated by either party
if a definitive agreement is not entered into by September 17, 2013.
In connection with the letter of intent to acquire 80 Elements the Company
entered into a consulting agreement with the founder of 80 Elements, subject to
certain terms and conditions regarding minimum revenue attainment.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $175,417 for the period from inception
(January 24, 2012) through July 31, 2013. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of a Registration Statement on Form S-1
with the U.S. Securities and Exchange Commission.
Our net loss for the three months ended July 31, 2013 was $24,192 with no
revenues. Our net loss for the three months ended July 31, 2012 was $25,541 with
no revenues. Our net loss for the six months ended July 31, 2013 was $66,811
with no revenues. Our net loss for the six months ended July 31, 2012 was
$51,337 with no revenues. Our net loss from inception (January 24, 2012) through
July 31, 2013 was $175,417.
As of July 31, 2013, there is a total of $44,142 in a note payable that is owed
by the Company to an officer and director. The note is interest free and payable
on demand.
Cash provided by financing activities from inception through the period ended
July 31, 2013 was $194,242. This amount is comprised of $25,100 resulting from
the sale of 25,100,000 shares of common stock to Mr. Gray, an officer and
director, for cash at $0.001 per share, the $44,142 note payable that is owed by
the Company to an officer and director, and $125,000 in common stock sold for
25,000,000 shares of common stock at $0.005 per share.
9
LIQUIDITY AND CAPITAL RESOURCES
We had $7,075 in cash at July 31, 2013 with $12,500 in prepaid expenses. Our
director has verbally agreed to continue to loan the company funds for operating
expenses in a limited scenario until we have adequate revenue, but he has no
legal obligation to do so. We are a development stage company and have generated
no revenue since inception to July 31, 2013.
PLAN OF OPERATION
Now that we have completed our offering, our specific business plan for the next
twelve months is as follows:
Software application updates and changes to accommodate Beyond.com
Pingify - Beta 1 (Completed)
* 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
Pingify - Beyond.com Integration (Completed)
* Full integration of Beyond.com job searches from the Pingify mobile
app to servers that do the data processing
Pingify - Beta 2 (Completed)
* Improve user experience based upon feedback
Pingify iTunes Connect Support Site (Completed)
* Redesign of app support page
* Improve customer support and communications/updates to the customer
Pingify Version 2 App Submission (Completed)
* Submit improved and finalized version to iTunes
* Ideal release will have Multi-city search, Beyond.com integration,
Facebook and Twitter integration
Pingify - eBay Integration (Complete)
* Integration is now complete. We have been accepted into the eBay
Partnership Program. This gives Pingify International access to over
233 million users. As part of this program, Pingify receives $.06 -
$.21 per click.
Pingify - eBay Classified Site Integration (2 months to complete)
* This integration will provide Pingify users access to
classified/for-sale items. This integration will help increase our
user base which we can direct regular eBay and other integrated sites.
10
Pingify - Half.com Integration (3-4 months to complete)
* As an additional offering by eBay, Pingify will have access to the
Half.com API that gives us access to millions of items for sale. Users
will be directed to the Half.com site if a Ping matches their request.
If a sale occurs then we receive 6%-14% of the sale price.
Pingify - Magento Integration (6 month to complete)
* Pingify will offer integration services and a product widget that
would provide individual vendors the ability to promote their products
to our users.
Pingify - Auto Trader Integration (6-8 months to complete)
* There are over 5000 dealerships that use the AutoTrader site to sell
cars and other related items. We have been in a conversation with
AutoTrade about integrating our technology into their site. The
dealerships would be about to match their inventory of cars to the
requests of our users. Our low-cost lead generation system will make
it easier and more cost-effective to reach new customers as well as
extremely transparent.
Pingify - X.commerce Integration (3 months to complete)
* Since Pingify is an eBay Partner and Developer, we have access to the
x.com API that allows us to create the necessary technology for
vendors to access our users. Similar to the eBay program we receive
payment for user clicks. We are also working on a closer relationship
with x.com by assisting in driving vendors into their offering. Each
new vendor provides additional revenue to both eBay and Pingify.
Pingify - 80 Elements Entertainment Acquisition (1-2 months)
* Pingify is in acquisition discussions with 80 Elements, a Vancouver
based web and mobile development company with five years of progress
and achievements. 80 Elements has established clients and contacts in
the UK, LA and New York, delivering break through media delivery and
data portability. Current projects include music applications through
the cutting edge Drupal platform (an area of expertise) and mobile
products to companies such as Warner Brothers and Dell.
BEGIN MARKETING AND SALES EFFORTS
TWO STAGE STRATEGY
With the release of the PINGIFY 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
As of March 8, 2012 the PINGIFY application became available in the iTunes store
in both Canada and the US. This version focuses solely on Craigslist, the
world's largest free bulletin board website. Our plan is to:
11
* 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, eBay) to
PINGIFY
* 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:
* Pings (or Impressions)
* Clicks (actual reads of the data)
* 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 Pingify system, then Pingify would charge
the Vendor a fee of approximately 1% of the purchase value.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
This item is not applicable as we are currently considered a smaller reporting
company.
12
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of July 31, 2013.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended July
31, 2013, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
13
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-179505, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Pingify International Inc.
Registrant
Date September 16, 2013 By: /s/ Jason Gray
----------------------------------------
Jason Gray, President, Secretary,
Chief Executive Officer and Director
Date September 16, 2013 By: /s/ Vlad Milutin
----------------------------------------
Vlad Milutin, Treasurer,
Chief Financial Officer and
Principal Accounting Officer and
Director
14