UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM S-1


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


FIRST SOCIAL NETWORX CORP.

(Name of Small Business Issuer in its Charter)


Florida

 

7380

 

45-3360079

(State or Other Jurisdiction

 

(Primary Standard Industrial

 

(IRS Employer

of Organization)

 

Classification Code)

 

Identification #)


 

 

Marilyn Stark

4625 Legacy Court

 

4625 Legacy Court

Sarasota, FL 34241-7147

 

Sarasota, FL 34241-7147

941-266-4865

 

941-266-4865

(Address and telephone of

 

(Name, address and telephone number

registrant’s executive office)

 

of agent for service)

 

Please send copies of all correspondence to:

 

Diane J. Harrison

Harrison Law, P.A.

6860 Gulfport Blvd. S. No. 162

South Pasadena, Florida 33707

(941) 723-7564 (941) 531-4935 Fax

 

Approximate date of proposed sale to the public: As soon as practical after this registration statement becomes effective

 

If any of the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. [X]


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


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

 

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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

 

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

Non-accelerated filer

[   ]

Smaller Reporting Company

[X]

 



CALCULATION OF REGISTRATION FEE


Title of Each Class of
Security Being Registered (3)

 

Amount To
Be (1)
Registered

 

Proposed
Maximum
Offering Price
per Security(2)

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration Fee
(3)(4)

 

 

 

 

 

 

 

 

 

Common stock by company par value $0.0001

 

3,000,000

 

$ 0.015

 

$ 45,000

 

$ 5.16


 

(1)

The company may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 1,500,000 shares sold and the gross proceeds will be $22,500.

 

 

 

 

(2)

The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

 

 

 

 

(3)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933

 

 

 

 

(4)

Previously paid.



THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTILTHE 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.




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.


PROSPECTUS


FIRST SOCIAL NETWORX CORP.


$45,000


3,000,000 SHARES OF COMMON STOCK


$0.015 PER SHARE


This registration statement constitutes the initial public offering of FIRST SOCIAL NETWORX CORP. (the “Company”, “us”, “SNC” or “FIRST SOCIAL NETWORX”, common stock. FIRST SOCIAL NETWORX is registering 3,000,000 shares of common stock at an offering price of $0.015 per share for a total amount of $ 45,000. The company will sell the securities in $500 increments. There are no underwriting or broker dealers involved with the offering.


The company will offer the securities on a BEST EFFORTS basis, which means that our director and officer will use her best efforts to market and sell the common stock. The shares will be offered at a fixed price of $0.015 per share for the duration of the offering, and there will be no minimum number of shares required to be sold close the offering. The Company’s sole officer and director, Ms. Marilyn Stark, will be responsible to market and sell these securities.


SHARES OFFERED

 

PRICE TO

 

SELLING AGENT

 

PROCEEDS TO

 

BY COMPANY

 

PUBLIC

 

COMMISSIONS

 

THE COMPANY

 

Per Share

 

$

0.015

 

Not applicable

 

$

0.015

 

Minimum Purchase

 

None

 

Not applicable

 

Not applicable

 

Total (3,000,000 shares)

 

$

45,000

 

Not applicable

 

$

45,000

 


Currently, Ms. Stark owns 100% of the Company’s common stock. After the offering, Ms. Stark will retain a sufficient number of shares to continue to control the operations of the Company.


If all the shares are not sold, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering which the Company estimates at $ 9,000. The proceeds from the sale of the securities will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies besides themselves will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company will pay all expenses incurred in this offering. There has been no public trading market for the common stock of FIRST SOCIAL NETWORX.


The offering shall terminate on the earlier of (i) the date when the sale of all 3,000,000 shares is completed or (ii) ninety (90) days from the date of this prospectus becomes effective. The Company may, at its discretion, extend the offering for an additional 90 days beyond the ninety (90) days from the effective date of this prospectus.


This investment involves a high degree of risk. You should purchase shares only if you can afford the complete loss of your investment. See the section titled “Risk Factors “herein.


THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO ‘RISK FACTORS ‘BEGINNING ON PAGE  5.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEW ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALK OFFENSE.


You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.


The date of this prospectus is ____________, 2011


- 1 -



The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.


TABLE OF CONTENTS

PAGE NO.

  

  

SUMMARY OF OUR OFFERING

3

BUSINESS SUMMARY

4

SUMMARY OF OUR FINANCIAL INFORMATION

5

RISK FACTORS

5

USE OF PROCEEDS

13

DETERMINATION OF OFFERING PRICE

14

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

14

THE OFFERING

15

PLAN OF DISTRIBUTION

15

DESCRIPTION OF SECURITIES

16

INTEREST OF NAMED EXPERTS AND COUNSEL

17

BUSINESS DESCRIPTION

17

DESCRIPTION OF PROPERTY

20

LEGAL PROCEEDINGS

20

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

21

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

25

CODE OF BUSINESS CONDUCT AND ETHICS

25

MANAGEMENT

26

CONFLICTS OF INTEREST

26

COMMITTEES OF THE BOARD OF DIRECTORS

27

EXECUTIVE COMPENSATION

27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

30

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

30

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

31

REPORTS TO SECURITY HOLDERS

31

WHERE YOU CAN FIND MORE INFORMATION

31

STOCK TRANSFER AGENT

31

FINANCIAL STATEMENTS

F-1

Management Certification

*

Net Income Per Common Share

*

Revenue and Cost Recognition

*


DEALER PROSPECTUS DELIVERY OBLIGATION


Until a date, which is 90 days after the 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.


- 2 -



SUMMARY INFORMATION


This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on Page   of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.


This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 5, and the consolidated financial statements, before making an investment decision


All dollar amounts refer to US dollars unless otherwise indicated.


OUR OFFERING


We have 9,000,000 shares of common stock issued and outstanding. Through this offering we will register 3,000,000 shares for offering to the public. These shares represent additional common stock to be issued by us. We may endeavor to sell all 3,000,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.015 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.

 

Securities being offered by the Company

3,000,000 shares of common stock, par value $0.0001 offered by us in a direct offering.

 

 

Offering price per share

We are offering the 3,000,000 shares of our common stock at $0.015.

 

 

Number of shares outstanding before the
offering of common stock

9,000,000 common shares are currently issued and outstanding.

 

 

Number of shares outstanding after the
offering of common shares

12,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering.

 

 

The minimum number of shares to be
sold in this offering

None.

 

 

Market for the common shares

There is no public market for the common shares. The price per share is $0.015.

 

 

  

We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if common stock is quoted or granted listing, a market for the common shares may not develop.

 

 

 

The offering price for the shares will remain $0.015 per share for the duration of the offering.

 

 

Use of Proceeds

We will receive all proceeds from the sale of the common stock and intends to use the proceeds from this offering to create the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $9,000.00, are being paid for by us.


- 3 -



Termination of the Offering

This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective.

 

 

Terms of the Offering

Our sole officer and director will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis.


You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.


BUSINESS SUMMARY


We are a development-stage company, incorporated in the State of Florida on September 13, 2011, as a for-profit company with a fiscal year end of September 30. Our business and registered office is located at 4625 Legacy Court, Sarasota, FL 34241-7147.  Our telephone number is 941-266-4865.

 

We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. Even if we raise 100% of the offering, we will not have sufficient capital to begin generating revenues from operations. We do not anticipate generating revenues until at least 12 months after we complete a $475,000 capital raise (which is in addition to the $45,000 capital raise from this offering).

 

We need to raise $475,000 (in addition to the $45,000 capital raise from this offering) to execute our business plan over the next 18 months. The funds raised in this offering, even assuming we sell all the shares being offered, will be insufficient to commercialize our intended service or develop our business strategy. We anticipate a burn rate of $1,000 per month. At 30% of shares sold, our burn rate would be 9 months; at 50%, it would be 15 to 16 months; at 75%, 23 months; and at 100%, 31 months.

 

The management believes that at the current level of development, the company can only justify a limited financing.  We believe that with the money raised through this offering we will be able to advance our business sufficiently to attract more financing, which in turn will provide us with the capital required to fully develop our business. Through the funds earmarked as administrative expenses (see USE OF PROCEEDS section below), we intend to seek potential investors from the investment community.  We intend to advance our business whether at a 30%, 50%, 75% or 100% level of financing. We believe we will be able to present our business plans and goals to the investment community, friends, family, and industry members via e-mail, telephone, mail, and networking. However, if the company sells less than 30% of this Offering and we are unable to secure the additional financing, we will not be able to effectively conduct the service product development and marketing activities necessary to move the Company forward.  Under those circumstances, the investors will likely lose their entire investment.

 

In their audit report dated October 6, 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an on going business. Because our sole director and officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment.


We intend to develop an on-line social network community of new parents and caregivers that creates a way for families with newborn to five-year-old children to find an ideal playtime group in their area. We believe that playtime groups provide social benefits that include invaluable interaction between children that aid in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonials about how the on-line social network community helps to influence these young families’ lives.


- 4 -



We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our business plan until we are able to secure the $45,000 financing from this offering. There can be no assurance that such financing will be available from this offering.


Assuming we sell all the shares offered in this offering, the $45,000 raised will be insufficient to commercialize our service or develop our business strategy.  Consequently, we need to raise an additional $475,000  to implement our business plan over the next 18 months.


SUMMARY OF OUR FINANCIAL INFORMATION


The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

 

 

 

Period From Inception on

 

 

 

September 13, 2011 to
September 30, 2011

 

 

 

(Audited)

 

Revenues

 

$

 

Expenses

 

 

2,100 

 

Net Profit (Loss)

 

 

(2,100)

 

Net Profit (Loss) per share

 

$

 

 

 

 

 

 

 

 

 

As at September  30, 2011

 

 

 

(Audited)

 

Working Capital (Deficiency)

 

 

8,900 

 

Total Assets

 

$

8,900 

 

Total Current Liabilities

 

$

2,000 

 

 

As indicated in the financial statements accompanying this prospectus, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

 

RISK FACTORS


Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.


This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.


We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.


Risks Related to our Business


WE HAVE SELF UNDERWRITTEN OUR OFFERING.


We have self-underwritten our offering. No underwriter has engaged in any due diligence activities to confirm the accuracy of the disclosure in the prospectus or to provide input as to the offering price.


- 5 -



WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE.


At September 13, 2011, we had $8,900 cash on-hand and our stockholder’s equity was $6,900 and there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business.


WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, THIS COULD HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK.


As of September   30, 2011, First Social Networx Corp. had $8,900 in assets and limited capital resources. In order to continue operating through 2011, we must raise approximately $45,000 in gross proceeds from this offering.


We have approximately $9,000 in offering costs associated with this financing. The offering proceeds may not cover these costs, and, if this is the case, we will be in a worse financial condition after the offering.


Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.


Also, as a public company, we will incur professional and other fees in connection with our quarterly and annual reports and other periodic filings with the SEC. Such costs can be substantial and we must generate enough revenue or raise money from offerings of securities or loans in order to meet these costs and our SEC filing requirements. We are offering our securities to the public; however, there is no guarantee that we will be able to sell the securities. And even if we sell the securities, there is no guarantee that the proceeds will be sufficient to fund our planned operations.


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 September 13, 2011 and we have not realized any revenues to date. We have no 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 service/intended products.


At September 13, 2011, we had $8,900 cash on-hand and our shareholder’s equity was $ 6,900; thus, there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business and may cause us to go out of business.


BECAUSE WE HAVE NOT DEVELOPED A SOCIAL NETWORK SERVICE ( WEBSITE CONTENT AND SOFTWARE DEVELOPMENT) OUR SOCIAL NETWORK SERVICE MAY NOT MATERIALIZE.


We have not developed a Social Network Service including website content and website software. We do not know the exact cost of its execution. In the case of a higher than expected cost of execution, we will not be able to offer our service. Furthermore, we may find problems in the process to develop a Social Network Service. If we are unable to execute the service, we will have to cease our operations, resulting in the complete loss of your investment.


- 6 -



WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT


We are a development stage company formed recently to carry out the activities described in this prospectus and thus have only a limited operating history upon which an evaluation of its prospectus can be made. We were incorporated on September 13, 2011 and to date have been involved primarily in the development of our business plan. We have limited business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our planned operating expenses.


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 service; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our customer base; pricing changes by the Company or its competitors, specific economic conditions in the Social Network Service and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

 

As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which could result in the complete loss of your investment.

 

ADVERSE DEVELOPMENTS IN THE GLOBAL ECONOMY RESTRICTING THE CREDIT MARKETS MAY MATERIALLY AND NEGATIVELY IMPACT OUR BUSINESS.

 

The recent downturn in the world’s major economies and the constraints in the credit markets have heightened or could continue to heighten a number of material risks to our business, cash flows and financial condition, as well as our future prospects. Continued issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability of lenders to meet their funding requirements when we need to borrow. Further, in the uncertain event that a public market for our stock develops, the volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices, if at all. The current credit crisis in other countries, for example, and concerns over debt levels of certain other European Union member states, has increased volatility in global credit and equity markets. If we are unable to obtain credit or access capital markets, our business could be negatively impacted. For example, we may be unable to raise all or a portion the $475,000 that we estimate we will require to launch our business (in addition to the $45,000 capital raised from this offering).

 

BECAUSE OUR CURRENT OFFICER AND DIRECTOR DOES NOT HAVE SIGNIFICANT EXPERIENCE IN STARTING A SOCIAL NETWORK COMPANY WE ARE A HIGH RISK INVESTMENT WHICH COULD RESULT IN THE LOSS OF YOUR INVESTMENT.


Our Chief Executive Officer and Director does not have experience in developing a Social Network Service or in the development of a Website. Additionally, we currently have no customers or advertisers of our intended service. Therefore, without this experience, our management’s business experience may not be enough to effectively start-up and maintain our company. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful.


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 service. We intend to generate revenue through the sale of our 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.


OUR SERVICES MAY NOT FIND ACCEPTANCE WITH THE NEW PARENTS AND CAREGIVERS COMMUNITY.


We are a new company with no established visibility or recognition in the New Parents and Caregivers Community. Since our brand is not established and our service is not going to be recognized within the industry, we may have trouble placing our service with new parents and caregivers: If we are not able to have our service sold to our marketplace and our intended services on our website, we may not be able to generate revenues and our business plan may fail.


- 7 -



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 commercial acceptance by consumers of our services; fluctuations in the demand for our service 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 risks could have a material adverse effect on our business, financial condition and operating results.


OUR SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HER TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.


Ms. Marilyn Stark, our sole officer and director, has other outside business activities and is devoting approximately 10-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Ms. Stark, which may result in periodic interruptions or suspensions of our business plan. Such delays could have a significant negative effect on the success of the business.


KEY MANAGEMENT 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 its sole officer and director, her departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We believe that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service.


However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key person life insurance on our sole officer and director.


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 AND ADVERTISERS FOR OUR SERVICE 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 successfully market our service to prospective customers and advertisers. However, our planned service may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our service 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 THE BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.


Our plans include obtaining business from new parents and caregivers which may not occur. Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering.


Although we plan on offering our service carefully, the service 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.


- 8 -



We may be unable to enter into its intended markets successfully. The factors that could affect our growth strategy include our success in (a) developing the new parents and caregivers social network service, (b) obtaining customers and the development of our intended website, (c) obtaining adequate financing on acceptable terms, and (d) 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 AND WE MAY NOT BECOME PROFITABLE.


Significant 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 its operations.


Since inception on September 13, 2011 to September 30, 2011, we have spent a total of approximately $ 100 on start-up costs. We have not generated any revenue from business operations. All proceeds currently held by us are the result of the sale of common stock to our sole officer.


OUR SERVICE MAY NOT BE ABLE TO DISTINGUISH ITSELF IN THE MARKET AND WE MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY; WITHOUT A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.


Our service will target new parents and caregivers market. If we are unable to demonstrate clearly the concept that makes our service unique to potential customers, they may not purchase the service. If the public doesn’t acknowledge the singularity and innovation of our service, we may be unable to attract enough customers to support the business and subsequently have to discontinue operations.


OUR MANAGEMENT TEAM CONSISTS OF ONE PERSON AND MAY NOT BE SUFFICIENT TO SUCESSFULLY OPERATE OUR BUSINESS.


We have not assembled our management team as a result of our relatively limited activities to date. In addition, we have only one management member which may be insufficient to run our operation. As a result, we may be unable to effectively develop and manage our business and we may fail.


COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR SERVICES, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.


We have identified a market opportunity for our services. Competitors may enter this sector with superior services, conditions or benefits. This would infringe on our customer base, having an adverse affect upon our business and the results of our operations.


SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HER DECISIONS ARE CONTRARY TO THEIR INTERESTS. YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR SOLE OFFICER AND DIRECTOR, OR HER SUCCESSORS.


Our sole officer and director, Ms. Marilyn Stark, owns 9,000,000 shares of common stock representing 100% of our outstanding stock. Ms. Stark will own 9,000,000 shares of our common stock after this offering is completed representing approximately 75% of our outstanding shares, assuming all securities are sold. As a result, she will have control of us even if the full offering is subscribed for and be able to choose all of our directors. Her interests may differ from the ones of other stockholders. Factors that could cause her interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and her ability to continue to manage the business given the amount of time she is able to devote to us.


- 9 -



All decisions regarding the management of our affairs will be made exclusively by her. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon her management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our sole officer and director will not abuse her discretion in executing our business affairs, is her fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Ms. Stark also has the ability to accomplish or ratify actions at the shareholder level which would otherwise implicate her fiduciary duties if done as one of the members of our board of directors.


Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole officer and director, or her successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.


Risks Related To Our Financial Condition


THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN


In their audit report dated October 6, 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See the Auditors Report accompanying our Audited Financial Statements.  Because we have been issued an opinion by our auditor that substantial 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 officer, 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 officer, and we may need to incur additional operating costs. This could prevent us from becoming profitable.


SINCE WE ANTICIPATE OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY


We anticipate an increase in our operating expenses, without realizing any revenues from the sale of its service. Within the next 18 months, we will have costs related to (i) creating a new parents and caregivers social network service, (ii) initiation of our marketing campaign, (iii) administrative expenses, and (iv) the expenses of this offering.


There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our service will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.


- 10 -



IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS WILL FAIL.


Developing and executing our business plan will require a significant capital investment. Debt or equity financing may not be available to us, or, if available, may be too expensive. Executing our business plan could require an initial investment of approximately $475,000 (in addition to the $45,000 capital raise from this offering) and we anticipate 8-31 months of operational losses at approximately $1,000 per month.

 

We require $45,000 to begin implementing the business and marketing plan. This amount includes the $9,000 required for offering expense. We will require additional funding of approximately $475,000 (in addition to the $45,000 capital raise from this offering) to fully execute our business plan and bring our service to the marketplace. As of September 30, 2011, we had cash on hand of $ 8,900.

 

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions.


If we are not successful in earning revenue once we have started our sales activity, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including our sales results. These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.


WE DO NOT HAVE SUFFICIENT CAPITAL TO CONTINUE MAINTAINING OUR REPORTING STATUS.


As of the date of this Prospectus, the current funds available to us will not be sufficient to continue maintaining our reporting status with the SEC. Our management believes that if we cannot maintain our reporting status with the SEC we will have to cease all efforts directed towards developing our company. As such, any investment could be lost in its entirety.


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 listed 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 listing on the OTCBB after this registration becomes effective and we have completed our offering.


If our common stock becomes listed 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


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.


- 11 -



INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH


We have only been recently formed and have only a limited operating history with no earnings; therefore, the price of the offered shares is not based on any data. The offering price and 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 September 30, 2011, our most recent financial statement date.


The arbitrary offering price of $0.015 per 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 $0.015. 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 we obtain a listing on any exchange or become quoted on the OTC Bulletin Board.

 

BECAUSE WE HAVE 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS’ EQUITY


We have 250,000,000 authorized shares, of which only 9,000,000 are currently issued and outstanding and only 12,000,000 will be issued and outstanding after this offering terminates. 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.


AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE ENTIRE INVESTMENT


Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.


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.


- 12 -



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.


YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE “BLUE SKY” LAWS.


Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.


We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. We will initially focus our offering in the state of Florida and will rely on exemptions found in section 517.061 of the Florida Securities and Investor Protection Act. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

 

USE OF PROCEEDS


Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.015. The following table sets forth the uses of proceeds assuming the sale of 30%, 50%, 75% and 100%, respectively, of the securities offered for sale by us.


Use of Proceeds

 

 

  

IF 30% OF

  

 

IF 50% OF

  

 

IF 75% OF

  

 

IF 100% OF

 

 

  

SHARES SOLD

  

 

SHARES SOLD

  

 

SHARES SOLD

  

 

SHARES SOLD

 

GROSS PROCEEDS FROM THIS OFFERING

 

$

13,500

 

$

 

22,500

 

$

 

33,750

 

$

 

45,000

 

OFFERING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting fees

 

 

2,625

 

 

 

2,625

 

 

 

2,625

 

 

 

2,625

 

Legal fees

 

 

4,375

 

 

 

4,375

 

 

 

4,375

 

 

 

4,375

 

Printing

 

 

500

 

 

 

500

 

 

 

500

 

 

 

500

 

Transfer Agent

 

 

1,500

 

 

 

1,500

 

 

 

1,500

 

 

 

1,500

 

TOTAL

 

$

9,000

 

$

 

9,000

 

$

 

9,000

 

$

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SERVICE DEVELOPMENT

 

$

3,500

 

$

 

12,000

 

$

 

21,750

 

$

 

31,000

 

ADMINISTRATION EXPENSES

 

$

1,000

 

$

 

1,500

 

$

 

3,000

 

$

 

5,000

 

TOTALS

 

$

13,500

 

$

 

22,500

 

$

 

33,750

 

$

 

45,000

 


Even if we are able to sell all of our securities being offered in this Prospectus, we will still require an additional $475,000 (in addition to the $45,000 capital raise from this offering) to cover our anticipated expenses over the next 18 months. Please review our disclosure titled “Plan of Operations” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” elsewhere in this Prospectus. Please note that there can be no assurance that we will be able to raise such funds.


- 13 -



If we are only able to sell less than 30% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.


Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.


DETERMINATION OF OFFERING PRICE


The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following:


 

·

Our new business structure and operations as well as lack of client base;

 

 

 

 

·

Prevailing market conditions, including the history and prospects for our industry;

 

 

 

 

·

Majority of social network companies are not public and market conditions tend to  be harder on new businesses;

 

 

 

 

·

Our future prospects and the experience of our management;

 

 

 

 

·

Our capital structure.


Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.


DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES


The price of the current offering is fixed at $0.015 per share. This price (which is the equivalent of $ 0.015 per common share) is significantly greater than the price paid by our sole officer and director. Our sole officer and director paid $0.001 per share, a difference of $0.014 per share lower than the share price in this offering.


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. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.


Existing stockholders if all of the shares are sold


Price per share

$

 

0.015

 

Net tangible book value per share before offering

$

 

0.0010

 

Potential gain to existing shareholders

$

 

0.0035

 

Net tangible book value per share after offering

$

 

0.0045

 

Increase to present stockholders in net tangible book value per share after offering

$

 

0.0035

 

Capital contributions

$

 

53,900

 

Capital contribution by officer & director in  September 13, 2011

$

 

9,000

 

Number of shares outstanding before the offering

 

 

9,000,000

 

Number of shares after offering held by existing stockholder

 

 

9,000,000

 

Percentage of ownership after offering

 

 

75%

 


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New shareholders if all of the shares are sold


 

 

PERCENTAGE OF SHARES SOLD

 

DILUTION TO NEW SHAREHOLDERS

 

30%

 

50%

 

75%

 

100%

 

Per share offering price

 

$

0.015

 

$

0.015

 

$

0.015

 

$

0.015

 

Net tangible book value per share before offering

 

$

 (0.001

)

$

 (0.001

)

$

 (0.001

)

$

 (0.001

)

Net tangible book value per share after offering

 

$

0.0023

 

$

0.0030

 

$

0.0038

 

$

0.0045

 

Increase in book value attributable to new shareholders

 

$

0.0013

 

$

0.0020

 

$

0.0028

 

$

0.0035

 

Dilution to new shareholders

 

 

15.1

%

 

19.9

%

 

25.3

%

 

29.9 %

 


THE OFFERING


We are registering 3,000,000 shares of our common stock for offer and sale at $0.015 per share.


There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority (FINRA) before the market maker will be able to make a market in the shares of our common stock. At the date hereof, we are not aware that any market maker has any such intention.


We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, all of the shares being registered herein may become tradable. The stock may be traded or listed only to the extent that there is interest by broker-dealers in acting as a market maker in our stock. 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 listing on the OTCBB after this registration becomes effective and we have completed our offering.

 

The price per share will remain at $0.015. Even if we obtain a listing on any exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the offering price of $0.015 will not change for the duration of the offering.


We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.


PLAN OF DISTRIBUTION


We are offering the shares on a “self-underwritten” basis directly through Marilyn Stark our Sole Officer and Director named herein. Ms. Stark will not receive any commissions or other remuneration of any kind in connection with her participation in this offering based either directly or indirectly on transactions in securities.


This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.


We anticipate that we will be initially offering our securities in the State of Florida. Once this Registration Statement is effective, and if Ms. Stark believes that there is sufficient interest in our company to offer our securities in the state of Florida, we will register with the state of Florida under ‘blue sky’ laws. However, we have not yet applied for ‘blue sky’ registration in the state of Florida, or any other state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities will be registered, in Florida or any other state in the US. For further discussion regarding ‘blue sky’ registration please see ‘Risk Factors’ elsewhere in this Prospectus.

 

Ms. Marilyn Stark will not 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.


- 15 -



 

1.

Ms. Stark is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of her participation.

 

 

 

 

2.

Ms. Stark will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

 

 

 

 

3.

Ms. Stark is not, nor will she be at the time of participation in the offering, an associated person of a broker-dealer; and

 

 

 

 

4.

Ms. Stark meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (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 officer, director, control persons and affiliates do not intend to purchase any shares in this offering.


If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.


In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


We will not use public solicitation or general advertising in connection with the offering.  The shares will be offered at a fixed price of $0.015 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective


This is a direct participation offering since we, and not an underwriter, are offering the stock. We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.


DESCRIPTION OF SECURITIES


Common Stock


The authorized common stock is two hundred and fifty million (250,000,000) shares with a par value of $0.0001. Shares of our common stock:


 

·

have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

 

 

 

 

·

are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

 

 

 

 

·

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

 

 

 

 

·

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.


We refer you to our Bylaws, our Articles of Incorporation, and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of our securities.


- 16 -



Non-Cumulative Voting


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 that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 75% of our outstanding shares.


Cash Dividends


As of the date of this Prospectus, we have not declared or 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


No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.


Diane J. Harrison of Harrison Law, P.A., 6860 Gulfport Blvd. S. No. 162, South Pasadena, Florida 33707, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.


Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way , Palm Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the period September 13, 2011 (date of inception) through September 30 , 2011 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit (inception September 13, 2011 through September 30, 2011).


BUSINESS DESCRIPTION


Overview


We are a development stage company and were incorporated in the State of Florida on September 13, 2011, as a for-profit company, and an established fiscal year end of September 30.  As of the date of this Prospectus, we have not established any business operations and have not achieved any revenues. The development of our business has been limited to organizational matters, the preparation of our business plan, and the preparation of the financial statements and other information presented in this Prospectus. Our ability to establish operations is entirely dependent on our ability to raise sufficient financing to execute our business plan, however, there is no guarantee that we will be successful in this regard. Furthermore, if we successfully establish operations, there is no guarantee that there will be a significant market for our services or that we will achieve significant revenues, if any.


We anticipate that we will require total financing of $475,000 of which we will be seeking to raise subsequent to this $45,000.00 offering in order to execute our business plan over an 18 month period.  There can be no assurance that such financing will be available or available on suitable terms. Please see “Risk Factors” elsewhere in this Prospectus for a full discussion on this potential business risk.


We have not accomplished any of our intended efforts to date. We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our Business Plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. Please see “Risk Factors” elsewhere in this Prospectus for full discussion on this potential business risk.


We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have incurred losses since inception, have no operations, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations.


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Business Plan Implementation Schedule


We have not generated any revenues to date and have not established business operations. We will be unable to fully establish operations or otherwise implement our business plan until we are able to secure total financing of approximately $475,000 (subsequent to this $45,000 offering). However there can be no assurance that sufficient financing will be available or available on suitable terms.


We have not established a schedule for the completion of specific tasks or milestones contained in our business plan.  With the clear exception of the costs associated with this offering ($9,000) virtually all aspects of our business plan are scalable in terms of size, quality, and effectiveness, and the timing of their execution must be concurrent or near concurrent and progressive over a eighteen month period. We anticipate that we will require  $475,000 in order to generate significant revenues within an 18 month period, subsequent to this $45,000 offering.


We intend to create a social playtime network community that helps parents reduce the amount of isolation and anxiousness while raising children and to help children interact with other children. With Social Playtime Network Community new moms, dads or caregivers can get together for a few hours a week with their children. The Social Playtime Network Community intends to fill a need by providing the technical, on-line platform to support these communities. We intend that our potential members can create personal profiles with pictures and comments. We intend for the site to contain the curriculum for members to have good reason to be a regular Social user.


The curriculum intends to be developed to offer chats, articles and view recommended playtime activities. Over 4 million children are born each year in the United States. (www.msnbc.msn.com/id/25735703/ns/health-kids-and-parenting). Each of these parents face an amount of uncertainties. Support systems in place is a beneficial contributor for raising children.


We intend to develop the Social Playtime Network for young parents to help them face the many social challenges that may occur.


It is our intention to develop an on-line Social Playtime Network Community of new parents and caregivers that creates a way for families with children ages 0-5 to find an ideal playtime in their area. We believe that Playtime will provide social benefits that include invaluable interaction between children that aid in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonials about how the on-line social network community helps to influence these young families lives.


The following description of our business is intended to provide an understanding of our company and the direction of our strategy.


Strategy and Services


We believe that there is a strong need for a social network community of new parents and caregivers that creates a way for families with children ages 0-5 to find an ideal playtime in their area. We believe that playtime provides social benefits that include invaluable interaction between children that aids in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonials about how the on-line social network community helps to influence these young families’ lives.


We anticipate that the social playtime network community revenue stream will come from multiple sources:


 

·

Advertising / Promotions

 

·

Market Research Forums

 

·

Licensing

 

·

Strategic Partnerships

 

·

Private label the Playtime platform

 

·

Subscriber Membership


- 18 -



The Market


Playtime Social Network Community demographics is sought after by advertisers. There are over 4 million children born and these parents spend significant dollars / year. Of these parents, they are very likely to use the Internet for product information, advice or general information. Also parents normally go to the Internet before making a major buying decision. We intend to have a relationship with our members, we hope to be a choice for the businesses that wish to reach our intended demographics.


The company intends to sell services to industries that have a relevant message or existing practice for reaching young families. These include children’s retail, books, banks, insurance companies, pediatricians, hospital networks, early learning and development companies, relocation companies, baby food, health foods, dentists, travel, auto dealers, fitness groups, baby products, college savings plans and more.


The Vision


 

·

To manage an online platform that creates learning and social development for children and a support method for parents.

 

 

 

 

·

To build local communities with free and heightened subscription level intended upgrades.

 

 

 

 

·

To develop a network of targeted advertising and promotional opportunities for local, regional and national sponsors.


Opportunity


 

·

To develop an online platform on the web and on all viable search engines.

 

 

 

 

·

To reach a large market of new parents.

 

 

 

 

·

To develop specific content for new parents.

 

 

 

 

·

To keep its membership on a regular basis to manage events and share ideas and concerns on parenting.


We have not generated any revenue to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. See “Management’s Discussion and Analysis Plan of Operations” and “Liquidity and Capital Resources”.


Competition


It is our belief that the only alternative to our company for parents to find playtime and manage it properly are provided on non-niche sites that don’t specifically cater to needs of these young families. We believe our company can be in a position to gain market share and innovate specifically for the needs of its young families.


Employees and Employment Agreements


As of September 30, 2011, we have no employees other than Ms. Stark, our sole officer and director. Ms. Stark has the flexibility to work on our business up to 10 to 25 hours per week. She is prepared to devote more time to our operations as may be required and we do not have any employment agreements with her.


We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole director and officer.


During the initial implementation of our business plan, we intend to hire independent consultants to assist in its development and execution of content and website software.


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Government Regulations


We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the new parents and caregivers social network service market. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our services’ which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.


Intellectual Property


We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name or intended website.


Research and Development


Since our inception to the date of this Prospectus, we have not spent any money on research and development activities.


Reports to Security Holders


Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.


DESCRIPTION OF PROPERTY


As our office space needs are limited at the current time, we are currently operating out of our sole director and officer’s home.  This space usage is donated free of charge by our sole director and officer.


LEGAL PROCEEDINGS


We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our director, officer or affiliate, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Market Information


Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted on the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.


There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.


To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock.


Holders


As of the date of this Prospectus there was one holder of record of our common stock.


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Dividends


To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.


Equity Compensation Plans


As of the date of this Prospectus we did not have any equity compensation plans.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.


Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.


Overview


We are a development-stage company, incorporated in the State of Florida on September 13, 2011, as a for-profit company, and an established fiscal year of  September 30, 2011. We have not yet generated or realized any revenues from business operations. Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next eighteen (18) months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from other sources other than loans we undertake.


From inception through September 30, 2011, our business operations have primarily been focused on developing our business plan. We have spent a total of approximately $100 on start-up costs. We have not generated any revenue from business operations. All cash currently held by us is the result of the sale of common stock to our sole director and officer.


The proceeds from this offering will satisfy our cash requirements for up to 31 months. If we are unable to raise additional monies, we only have enough capital to cover the costs of this offering and to begin implementing the business and marketing plan. The expenses of this offering include the preparation of this prospectus, the filing of this registration statement and transfer agent fees and developing the business plan. As of  September 30, 2011 we had $ 8,900 cash on hand.


Plan of Operations


We believe we do not have adequate funds to satisfy our working capital requirements for the next twelve months. We will need to raise additional capital to continue our operations. During the 18 months following the completion of this offering, we intend to implement our business and marketing plan. We believe we must raise an additional $475,000 (subsequent to this $45,000 capital raise) to pay for expenses associated with our development over the next 18 months. $475,000 (subsequent to this $45,000 capital raise) will be used to finance anticipated activities.


As of September 30, 2011, we had cash on hand of $ 8,900.00.


During the next 18 months, we intend to establish our new parents and caregivers social network website service. The social network intends to be developed to provide an environment that sparks customer interest, excitement, education and loyalty. The Company anticipates utilizing consultants to create this social network brand experience from Strategy, design, branding, content and software development.


- 21 -



It is our intention to develop an on-line Social Playtime Network Community of new parents and caregivers that create a way for families with children ages 0-5 to find an ideal playtime in their area. We believe that Playtime will provide social benefits that include invaluable interaction between children that aid in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonials about how the on-line social network community helps to influence these young families’ lives.


We intend to raise $475,000 (subsequent to the $45,000 capital raised) to finance the social network service website. There can be no assurance that such financing will be available or if available on what terms such financing will consist. We believe that we will be able to derive revenue from the following packages offered to our clients.


We believe that there is a strong need for a social network community of new parents and caregivers that create a way for families with children ages 0-5 to find an ideal playtime in their area. We believe that playtime provides social benefits that include invaluable interaction between children that aids in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonial about how the on-line social network community helps to influence these young families.


We anticipate that the social playtime network community revenue stream will come from multiple sources:


 

·

Advertising / Promotions

 

·

Market Research Forums

 

·

Licensing

 

·

Strategic Partnerships

 

·

Private label the Playtime platform

 

·

Subscriber Membership


Playtime Social Network Community demographics is sought after by advertisers. There are over 4 million children born and these parents spend significant dollars / year. Of these parents they are very likely to use the Internet for product information, advise or general information. Also parents normally go to the Internet before making a major buying decision. We intend to have a relationship with our members; we hope to be a choice for the businesses that wish to reach our intended demographics.


The company intends to sell services to industries that have a relevant message or existing practice for reaching young families. These include children’s retail, books, banks, insurance companies, pediatricians, hospital networks, early learning and development companies, relocation companies, baby food, health food, dentists, travel, auto dealers, fitness groups, baby products, college savings plans and more.


Since inception, we have incurred a net loss of approximately $100.00.


We believe that it will cost approximately $475,000 (subsequent to the $45,000 capital raise) to execute the social network service. These costs will include, rent, the purchase of equipment and web site. We also expect to obtain liability insurance once we begin the operation of our social network services. This will be part of the money allocated to working capital. There can be no assurance that we are unable to secure financing we will not be able to develop the social network service.


Over the next 18 months we expect to expand to expend approximately $475,000 (subsequent to the $45,000 capital raise) on our operation. The following table estimates our costs to open the social network service:


Use of Proceeds

Est. Budget

Marketing and brand activities

$

80,000

Wages and consulting fees

 

100,000

Rent

 

40,000

Computers/Network/Software

 

70,000

Web Design/Hosting

 

65,000

Office Equipment

 

20,000

Working Capital

 

100,000

Total 18 Month Requirement

$

475,000


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Until we execute our business plan and begin to generate revenue we will have no source of revenue.


We intend to pursue capital through public or private financing in order to finance our businesses activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.


We have not yet begun the development of any of our anticipated service and even if we do secure adequate financing, there can be no assurance that our service will be accepted by the marketplace and that we will be able to generate revenues. Our management does not plan to hire any employees at this time. Our sole officer and director will be responsible for business plan development.


Results of Operations


There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred expenses of $ 100.00 on our operations as of September 30, 2011 on general and administrative expenses and our only other activity consisted of the sale of 9,000,000 shares of our common stock to our sole director and officer for aggregate proceeds of $9,000.


 We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.


Since inception, the majority of our time has been spent refining its business plan and preparing for a primary financial offering.


Our results of operations are summarized below:


 

 

September 13, 2011 (Inception)

 

 

 

To September 30, 2011

 

 

 

(Audited)

 

Revenue

 

 

 

Cost of Revenue

 

 

 

Expenses

 

$

2,100

 

Net Loss -

 

$

2,100

 

Net Loss per Share - Basic and Diluted

 

 

(0.00

)

Weighted Average Number Shares Outstanding - Basic and Diluted

 

 

9,000,000

 


Liquidity and Capital Resources


As of the date of this prospectus, we had yet to generate any revenues from our business operations. For the period ended September 30, 2011, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000.


We anticipate needing $475,000 (subsequent to this $45,000 capital raise) in order to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.


Through September 30, 2011, we spent $ 100 on general operating expenses. We raised the cash amounts to be used in these activities from the sale of common stock to our sole officer and director; however we currently have accrued liabilities of $ 2,000 and a working capital of $ 6,900.


As of September 30, 2011 we had $ 8,900.00 cash on hand.


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To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer.


As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.


The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

The Sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

 

If the Company is unable to raise the funds partially through this offering the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. 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. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.


Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.


Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.


Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.


- 24 -



Inflation


The effect of inflation on our revenues and operating results has not been significant.


Critical Accounting Policies


Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 3 of the notes to our financial statements for the year ended September 30 , 2011. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.


Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Research and Development Expenses:  Expenditures for research and development, will be expensed as incurred.


Earnings (Loss) Per Share:  Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At  September 30, 2011 the Company did not have any potentially dilutive common shares.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE


Peter Messineo, CPA, has audited our Financial Statements for the period from September 13, 2011 (date of inception) through September 30, 2011 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period.


CODE OF BUSINESS CONDUCT AND ETHICS


On September 13, 2011 we adopted a Code of Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our CEO and principal financial officer and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote


 

·

honest and ethical conduct,

 

 

 

 

·

full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

 

 

 

 

·

compliance with applicable laws, rules and regulations,

 

 

 

 

·

the prompt reporting violation of the code, and

 

 

 

 

·

accountability for adherence to the code.

 

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to this S-1 filing. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to Edgar and looking at the attachments to our this S-1 filing.


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MANAGEMENT


Officer and Director


Our sole officer and director will serve until her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.


The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:


NAME AND ADDRESS

  

AGE

  

POSITION(S)

Marilyn Stark

4625 Legacy Court

Sarasota, FL 34241-7147

  

70

  

President, Secretary/ Treasurer,

Principal Executive Officer,

Principal Financial Officer and sole member of the Board of Directors


The person named above has held her offices/positions since the inception of our company and is expected to hold her offices/positions until the next annual meeting of our stockholders.


Business Experience


MARILYN STARK, SOLE OFFICER AND DIRECTOR


Ms. Stark is our founder and has served as our sole officer and director since our inception. She also has extensive experience as a teacher and school administrator. Before relocating to Florida, Ms. Stark spent over thirty (30) years teaching first, fourth and fifth grade and children with special needs in Staten Island, New York. In addition to her teaching responsibilities, she selected the text books for the entire student population; she coordinated the school newspaper; taught in-service courses in science and math to teachers in the school district; and administered standardized mathematics, reading, and science tests. Ms. Stark received a Master of Arts degree in Elementary Education from Columbia University, New York and a Bachelor of Arts degree in Psychology and Elementary Education from Brooklyn College, New York.


CONFLICTS OF INTEREST


As of September 30, 2011, we have no employees. Ms. Stark, our founder, Sole officer and director, currently devotes 10 to 25 hours per week to our business as required from time to time without compensation. We have not entered into any formal agreement with Ms. Stark regarding the provision of her services to the Company.


Ms. Stark is not obligated to commit her full time and attention to our business and accordingly, she may encounter a conflict of interest in allocating her time between our operations and those of other businesses. Presently, Ms. Stark earns her livelihood as a part time education consultant to private families.


Although Ms. Stark is presently able to devote 10 to 25 hours per week to our business while maintaining her own livelihood, this may change. Also, if we require Ms. Stark to devote more than 10 to 25 hours per week to our business on a regular basis for an extended period, it is uncertain that she will be able to satisfy our requirements unless we have sufficient resources to compensate her for any lost income from her livelihood.

 

In general, officers and directors of a corporation are required to present business opportunities to the corporation if:


 

·

the corporation could financially undertake the opportunity;

 

 

 

 

·

the opportunity is within the corporation’s line of business; and

 

 

 

 

·

it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.


- 26 -



COMMITTEES OF THE BOARD OF DIRECTORS


Our sole director has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our sole director. Because we do not have any independent directors, our sole director believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.


We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.


Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.


Our sole director is not an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:


 

·

understands generally accepted accounting principles and financial statements,

 

 

 

 

·

is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

 

 

 

 

·

has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

 

 

 

 

·

understands internal controls over financial reporting, and

 

 

 

 

·

understands audit committee functions.


Our Board of Directors is comprised of solely of Ms. Stark who was integral to our formation and who is involved in our day to day operations. While we would prefer to have an audit committee financial expert on our board of directors, Ms. Stark does not have a professional background in finance or accounting. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert.  Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.


We do not have any independent directors and the Company has not voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.


EXECUTIVE COMPENSATION


We have made no provisions for paying cash or non-cash compensation to our Sole officer and director. No salaries are being paid at the present time, no salaries or other compensation were paid in cash, or otherwise, for services performed prior to September 13, 2011, our date of inception, and no compensation will be paid unless and until our operations generate sufficient cash flows.


The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception September 13, 2011 through September 30, 2011.


- 27 -



Summary Compensation Table


Name

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

Nonqualified

 

 

 

 

and

 

 

 

 

 

 

 

Stock

 

Option

 

Incentive Plan

 

Deferred

 

All Other

 

 

principal

 

 

 

Salary

 

Bonus

 

Awards

 

Awards

 

Compensation

 

Compensation

 

Compensation

 

Total

position

 

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

Earnings ($)

 

($)

 

($)

Marilyn Stark

CEO

 

2011

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0


We have not paid any salaries to our sole director and officer as of the date of this Prospectus. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein.


Outstanding Equity Awards at Fiscal Year-End


The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2011.


 

Option Awards

 

Stock Awards

Name

Number of Securities Underlying Unexercised Option (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration
Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Marilyn Stark


There were no grants of stock options since inception to the date of this Prospectus.


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


Our sole director has not adopted a stock option plan. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officer and director and may reserve up to 10% of our outstanding shares of common stock for that purpose.


Options Grants during the Last Fiscal Year / Stock Option Plans


We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our Sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our sole director and officer since we were founded.


Aggregated Options Exercises in Last Fiscal Year


No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our sole director and officer since we were founded.


- 28 -



Long-Term Incentive Plans and Awards


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to our sole director and officer or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our Sole director and officer or employees or consultants since we were founded.


Compensation of Directors


Our Sole director is not compensated by us for acting as such. He is reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which our Sole director is or will be compensated in the future for any services provided as a director.


We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.


Employment Contracts, Termination Of Employment, Change-In-Control Arrangements


There are no employment contracts or other contracts or arrangements with our officer or director   other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by us, with respect to Ms. Stark that would result from her resignation, retirement or any other termination. There are no arrangements for directors, officers or employees that would result from a change-in-control.


Indebtedness of Directors, Senior Officers, Executive Officers and Other Management


Neither our Sole director and officer nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.


Director Compensation


The table below summarizes all compensation awarded to, earned by, or paid to our sole director for all services rendered in all capacities to us for the period from inception September 13  , 2011 through September 30, 2011.


Director Compensation


Name

Fees
Earned
or Paid
in Cash
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Marilyn Stark

0

0

0

0

0

0

0


At this time, we have not entered into any employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our sole officer and director or future key staff members.


- 29 -



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our Sole officer and director, 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 his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.


Title of Class

 

Name and Address of Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

 

Percent of

Class

 

Common Stock

 

Marilyn Stark

 

9,000,000

 

100

%

  

 

4625 Legacy Court

 

 

 

 

 

  

 

Sarasota, FL 34241-7147

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

All Officers and Directors as a Group

 

9,000,000

 

100

%

  

 

(1 person)

 

 

 

 

 


The following table sets forth the beneficial ownership table after the anticipated 100% completion of the offering.

 

After completion of the offering


Title of Class

 

Name and Address of Shareholders

 

Amount and Nature of

Shareholders Ownership

 

Percent of

Class

 

Common Stock

 

Marilyn Stark

 

9,000,000

 

75

%

  

 

4625 Legacy Court

 

 

 

 

 

  

 

Sarasota, FL 34241-7147

 

 

 

 

 

  

 

  

 

 

 

 

 

  

 

All other Shareholders

 

3,000,000

 

25

%


Change in Control


We are not aware of any arrangement that might result in a change in control of our company in the future.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


On September 13, 2011 we issued 9,000,000 shares of our common stock to our sole director and officer at $0.001 per share for aggregate proceeds of $9,000.


There have been no other transactions since our audit date, October 6, 2011, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.


Director Independence


We intend to quote our securities on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.


Legal Proceedings


We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.


We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.


- 30 -



DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FORSECURITIES ACT LIABILITIES


Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Florida law.


The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


REPORTS TO SECURITY HOLDERS


As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can receive copies of these documents upon payment of a duplicating fee by writing to the SEC. The public may also read any materials filed by us with the SEC through the SEC’s website at www.sec.gov. In addition to documents related to the registration statement of which this prospectus forms a part, you may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at www.sec.gov.


WHERE YOU CAN FIND MORE INFORMATION


We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.


In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services.


You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by FIRST SOCIAL NETWORX CORP.. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.


STOCK TRANSFER AGENT


We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent.


- 31 -



SOCIAL NETWORX CORP.

(A Development Stage Entity)


INDEX TO FINANCIAL STATEMENTS


 

 

Page

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

 

 

Balance Sheet at September 30, 2011

 

F-3

 

 

 

Statement of Operation for the period September 13, 2011 (date of inception) through September 30, 2011

 

F-4

 

 

 

Statements of Changes in Shareholders’ Equity for the period September 13, 2011 (date of inception) through
September 30, 2011

 

F-5

 

 

 

Statements of Cash Flows for the period September 13, 2011 (date of inception) through September 30, 2011

 

F-6

 

 

 

Notes to Financial Statements

 

F-7


F-1



Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511



Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders

First Social Networx Corp.

Indianapolis, Indiana


I have audited the accompanying balance sheet of First Social Networx Corp. (a development stage entity) as of September 30, 2011 and the related statement of operations, stockholder’s equity and cash flows for the period from September 13, 2011 (date of inception) through September 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. My 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of  Social Networx Corp. (a development stage entity) as of  September 30, 2011 and the results of its operations and its cash flows for the period from  September 13, 2011 (date of inception) through September 30, 2011 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss, has not generated revenue, has not emerged from the development stage, and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

October 6, 2011


F-2



FIRST SOCIAL NETWORX CORP.

(A Development Stage Company)

Balance Sheet


 

 

September 30,
2011

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

Cash and cash equivalents

 

$

8,900

 

Total current assets

 

 

8,900

 

 

 

 

 

 

TOTAL ASSETS

 

$

8,900

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER’S EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable & Accrued liabilities

 

$

2,000

 

Total liabilities

 

 

2,000

 

 

 

 

 

 

STOCKHOLDER’S EQUITY

 

 

 

 

Capital Stock (Note 4)

 

 

 

 

Authorized:

 

 

 

 

250,000,000 common shares, $0.0001 par value

 

 

 

 

Issued and outstanding shares:

 

 

 

 

9,000,000 common shares

 

$

900

 

Additional paid-in capital

 

 

8,100

 

Deficit accumulated during the development stage

 

 

(2,100

)

Total Stockholder’s Equity

 

 

6,900

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

 

$

8,900

 

 

See accompanying auditors’ report and notes to the financial statements.


F-3



FIRST SOCIAL NETWORX CORP.

(A Development Stage Company)

Statement of Operations

 

 

 

For the Period

 

 

 

from Inception

 

 

 

September 13, 2011

 

 

 

through

 

 

 

September 30, 2011

 

 

 

 

 

REVENUES

 

$

 

 

 

 

 

 

EXPENSES

 

 

 

 

General & Administrative

 

 

100

 

Professional Fees

 

$

2,000

 

 

 

 

 

 

Loss Before Income Taxes

 

$

(2,100

)

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,100

)

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.00

)

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

 

9,000,000

 

 

See accompanying auditors’ report and notes to the financial statements.


F-4



FIRST SOCIAL NETWORX CORP.

(A Development Stage Company)

Statement of Stockholder’s Equity

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

 

Common Stock

 

Paid-in

 

Development

 

 

 

 

 

Shares

 

 

Amount

 

Capital

 

Stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inception – September 13, 2011

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued to Founder for cash
at $0.001 per share(par value $0.0001) on
September 13, 2011

 

 

9,000,000

 

 

 

900

 

 

8,100

 

 

 

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period from inception on
September 13, 2011 to September 30, 2011

 

 

 

 

 

 

 

 

 

(2,100

)

 

(2,100

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – September 30, 2011

 

 

9,000,000

 

 

$

900

 

$

8,100

 

$

(2,100

)

$

6,900

 

 

See accompanying auditors’ report and notes to the financial statements.


F-5



FIRST SOCIAL NETWORX CORP.

(A Development Stage Company)

Statement of Cash Flows

 

 

 

For the Period

 

 

 

From Inception

 

 

 

September 13, 2011

 

 

 

through

 

 

 

September 30, 2011

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net Loss

 

$

(2,100

)

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

2,000

 

Net cash used in operating activities

 

 

(100

)

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

Capital Stock

 

 

900

 

Paid-in Capital

 

 

8,100

 

Net cash provided by financing activities

 

 

9,000

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

8,900

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

8,900

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

Interest expense

 

$

 

Income taxes

 

$

 

 

See accompanying auditors’ report and notes to the financial statements.


F-6



FIRST SOCIAL NETWORX CORP.

(A Development Stage Corporation)

Notes to Audited Financial Statements

For the Period from September 13, 2011 (Date of Inception) through September 30, 2011


NOTE 1. NATURE OF BUSINESS


The Company was incorporated in the State of Florida on September 13, 2011.  It is a development stage company in accordance with FASB ASC 915 Financial Reporting for Development Stage Entities.   The Company intends to develop an on-line social network community of new parents and caregivers that create a way for families with children ages 0-5 to find an ideal playtime in their area. We believe that playtime groups provide social benefits that include invaluable interaction between children that aid in the development of early social skills, language comprehension and school readiness. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back weekly to monitor their playtime activity, refer others and provide feedback and testimonials about how the on-line social network community helps to influence these young families lives. The Company was incorporated on September 13, 2011 (Date of Inception) with its corporate headquarters located in Sarasota, FL and its year-end is September 30, 2011.


NOTE 2. GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet emerged from its development stage, as not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about its ability to continue as a going concern.


In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 3. SIGNIFICANT ACCOUNTING POLICIES


The significant accounting policies followed are:


USE OF ESTIMATES


The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


FINANCIAL INSTRUMENTS


The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


F-7



FIRST SOCIAL NETWORX CORP.

(A Development Stage Corporation)

Notes to Audited Financial Statements

For the Period from September 13, 2011 (Date of Inception) through September 30, 2011


CASH AND CASH EQUIVALENTS


All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.


DEFERRED INCOME TAXES AND VALUATION ALLOWANCE


The Company accounts for income taxes under FASB ASC 740 “Income Taxes.”  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  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.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


NET INCOME (LOSS) PER COMMON SHARE


Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.


Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2011.  As of September 30, 2011, the Company had no dilutive potential common shares.


REVENUE AND COST RECOGNITION


The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.


ADVERTISING


Advertising costs are expensed as incurred.  No advertising costs have been incurred as of September 30, 2011.


RECENTLY ACCOUNTING PRONOUNCEMENTS


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.


NOTE 4. INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  For the period September 13, 2011 (date of inception) through September 30, 2011, the Company incurred losses of $100.   The net operating loss, resulting from operating activities, result in deferred tax assets at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.


F-8



FIRST SOCIAL NETWORX CORP.

(A Development Stage Corporation)

Notes to Audited Financial Statements

For the Period from September 13, 2011 (Date of Inception) through September 30, 2011


 

 

September 13, 2011

 

 

 

(Date of Inception)

 

 

 

through

 

 

 

September 30, 2011

 

Tax benefit at U.S. statutory rate

 

$

 

State income tax benefit, net of federal benefit.

 

 

 

 

 

$

 


The Company did not have any temporary differences for the period from September 13, 2011 (Date of Inception) through September 30, 2011.


NOTE 5. SHAREHOLDER’S EQUITY


COMMON STOCK


The authorized common stock of the Company consists of 250,000,000 shares with a par value of $0.0001.  The Company issued 9,000,000 shares of our $.0001 par value common stock to Marilyn Stark , our CEO and sole Director, on  September 13, 2011 for cash in the amount of $9,000 (per share price of $..001).   


There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.


NOTE 6. RELATED PARTY TRANSACTIONS


On September 13, 2011, the Company sold 9,000,000 shares of common stock to its founder for $0.001 per share.


The officer and director of the Company is or may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. She may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.


The above is not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with independent parties.


NOTE 7. COMMITMENTS AND CONTINGENCY


From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.


NOTE 8. SUBSEQUENT EVENTS


Management has evaluated subsequent events and is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this registration with the Securities and Exchange Commission (“SEC”) which would have a material


F-9



PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS


INDEMNIFICATION OF DIRECTORS AND OFFICERS


Under our Articles of Incorporation and Bylaws 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. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a 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 Florida.


Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Florida law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.


OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows:


Securities and Exchange Commission registration fee

 

$

5

 

Federal Taxes

 

$

 

State Taxes and Fees

 

$

 

Listing Fees

 

$

 

Printing Fees

 

$

495

 

Transfer Agent Fees

 

$

1,500

 

Accounting fees and expenses

 

$

2,625

 

Legal fees and expenses

 

$

4,375

 

TOTAL

 

$

9,000

 

 

RECENT SALES OF UNREGISTERED SECURITIES


During the last three fiscal years we have had the following issuances of unregistered securities:


(a)

On September 13, 2011, we issued 9,000,000 shares to Ms. Marilyn Stark, the Company’s founder, in exchange for cash of $9,000. We relied upon Section 4(2) of the Securities Act, which exempts from registration “transactions by an issuer not involving any public offering


It is our belief   Ms. Stark had such knowledge and experience in financial and business matters that she was capable of evaluating the merits and risks of the investment and therefore did not need the protections offered their shares under Securities and Act of 1933, as amended. Ms. Stark certified that she was purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.


II-1



EXHIBITS


The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation K. All exhibits have been previously filed unless otherwise noted.

  

EXHIBIT NO.

 

DOCUMENT DESCRIPTION

3.1

 

Articles of Incorporation of FIRST SOCIAL NETWORX CORP.

3.2

 

Bylaws of FIRST SOCIAL NETWORX CORP.

4.1

 

Specimen Stock Certificate of FIRST SOCIAL NETWORX CORP.

5.1

 

Opinion of Counsel.

14.1

 

Code of Ethics.

23.1

 

Consent of Accountants.

99.1

 

Subscription Agreement FIRST SOCIAL NETWORX CORP.

 

UNDERTAKINGS


The 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;


  

(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 SEC 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; and


 

(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 liability under the Securities Act, each 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; and


4.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 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.


II-2



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 registrant undertakes that in a primary offering of securities of the 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 registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


 

(i)

Any preliminary prospectus or prospectus of the 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 registrant or used or referred to by the registrant;


 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and


 

(iv)

Any other communication that is an offer in the offering made by the registrant to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final adjudication of such issue.


II-3



SIGNATURES


Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sarasota on November 7, 2011.


  

  

FIRST SOCIAL NETWORX CORP.

  

  

  

  

By:

/s/ Marilyn Stark

  

  

President, Chief Executive Officer,

  

  

Chief Financial Officer, Principal

  

  

Accounting Officer, Secretary,

  

  

Treasurer, Director


In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.


SIGNATURES

  

TITLE

  

DATE

  

  

  

  

  

/s/ Marilyn Stark

  

President, Chief Executive Officer,

  

November 7, 2011

Marilyn Stark

  

Chief Financial Officer, Principal

  

  

  

  

Accounting Officer, Secretary,

  

  

  

  

Treasurer, Director

  

  


II-4




Exhibit 3.1











Exhibit 3.2



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- 9 -




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Exhibit 4.1


[FRONT]


Form of Share Certificate

INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

[LOGO]

CUSIP NO. [sample]

FIRST SOCIAL NETWORX CORP.

AUTHORIZED COMMON STOCK: 250,000,000 SHARES
PAR VALUE: $0.0001 PER SHARE

THIS CERTIFIES THAT

[SAMPLE]

IS THE RECORD HOLDER OF __________________

     Shares of FIRST SOCIAL NETWORX CORP. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:






  

  

  

 

 

 

Secretary 

  

President 



[FIRST SOCIAL NETWORX CORP. CORPORATE SEAL FLORIDA]




[BACK]


Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by bank (other than a savings bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

Additional abbreviations may also be used though not on the above list.

For Value Received, _______hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE 

 

  

  

  

  

(Please print or typewrite name and address, including zip code or assignee) 


 

 

 

Shares 



of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint

 

 

 Attorney 

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated: ____________________________________________



NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever





Exhibit 5.1



November 7, 2011



Board of Directors

First Social Networx Corp.

4625 Legacy Court

Sarasota, FL 34241


Re:        Registration Statement on Form S-1 of First Social Networx Corp.


Dear Directors:


You have requested our opinion as counsel for First Social Networx Corp., a Florida corporation (the “Company”), in connection with the filing of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on or about the date hereof, as to the legality of 3,000,000 shares of common stock, par value $0.01 per share, offered by the Company in a direct primary offering (the “Shares).


We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the Registration Statement; the Articles of Incorporation and any amendments thereto; the Bylaws and any amendments thereto; the Company’s resolutions of the Board of Directors authorizing the issuance of shares and the registration described above; and such other corporate documents and matters as we have deemed necessary to render our opinion. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, photostatic, or conformed copies and the authenticity of the originals of all such latter documents.  In addition, we have relied upon certificates and advice from various state authorities and public officials, and we have assumed the accuracy of the factual matters contained therein.


The opinions set forth herein are limited to matters governed by the laws of the State of Florida, including applicable statutory provisions, applicable provisions of the Florida constitution, and reported judicial decisions interpreting those laws. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise.


Based upon and subject to the foregoing, it is our opinion that the 3,000,000 shares of common stock being offered by the Company and which are being registered in the Registration Statement have been duly authorized, and when distributed and sold in the manner referred to in the Registration Statement will be legally issued, fully paid, and non-assessable.


We hereby consent to the discussion in the Registration Statement of this opinion, to the filing of this opinion as an exhibit to the Registration Statement, to the references to our firm under the caption “Interest of Named Experts and Counsel,” and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof.


Sincerely,


HARRISON LAW, P.A.


/s/ Diane J. Harrison

Diane J. Harrison





Exhibit 14.1


FIRST SOCIAL NETWORX CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 13, 2011


INTRODUCTION


                  This Code of Business Conduct and Ethics (the “CODE”) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of the Company. All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.


                  If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor or an officer of the company.  


                  Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment.


         1.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS


                  Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.


         2.      CONFLICTS OF INTEREST


                  A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.


                  It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our board of directors (“BOARD OF DIRECTORS”). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.


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         3.      INSIDER TRADING


                  Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for persona financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.


         4.      CORPORATE OPPORTUNITIES


                  Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.


         5.      COMPETITION AND FAIR DEALING


                  We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.


                  The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.


         6.      DISCRIMINATION AND HARASSMENT


                  The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.


         7.      HEALTH AND SAFETY


                  The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.


                  Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.


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         8.      RECORD-KEEPING


                  The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.


                  Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer (“CFO”).


                  All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.


                  Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.


         9.      CONFIDENTIALITY


                  Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.


         10.    PROTECTION AND PROPER USE OF COMPANY ASSETS


                  All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.


                  The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.


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         11.    PAYMENTS TO GOVERNMENT PERSONNEL


                  The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.


                  In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gist, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.


         12.    WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS


                  Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.


         13.    REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR


                  Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in an particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.


         14.    COMPLIANCE PROCEDURES


                  We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:


MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the rights solutions, we must be as fully informed as possible.


ASK YOURSELF, WHAT SPECIFICALLY AM I BEING ASKED TO DO – DOES IT SEEM UNETHICAL OR IMPROPER? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.


CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.


DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Keep in mind that it is your supervisor’s responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable binging the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.


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YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF RETALIATION. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.


ALWAYS ASK FIRST - ACT LATER. If you are unsure of what to do in any situation, seek guidance BEFORE YOUR ACT.


CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS


The Company has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The Chief Executive Officer (“CEO”) and senior financial officers of the Company, including its CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers of the Company are also subject to the following specific policies:


         1.         The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.


         2.         The CEO and each senior financial officer shall promptly bring to the attention of the Company’s Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.


         3.         The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and processional relationships, involving management or other employees who have a significant rule in the Company’s financial reporting, disclosures or internal controls.


         4.         The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.


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         5.         The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.


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Exhibit 23.1


Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511




Consent of Independent Registered Public Accounting Firm



I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated October 6, 2011 relative to the financial statements of First Social Networx Corp. as of September 30, 2011 and for the period September 13, 2011 (date of inception) through September 30, 2011.


I also consent to the reference to my firm under the caption “Experts” in such Registration Statement.



/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor Florida

November 7, 2011





Exhibit 99.1


SUBSCRIPTION AGREEMENT

FIRST SOCIAL NETWORX CORP.

4625 Legacy Court

Sarasota, FL. 34241-7147

Telephone: 941-266-4865


A.

Instructions.

 

 

Each person considering subscribing for shares of the Company should review the following instructions:

 

 

Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records.

 

 

The Company shall have the right to accept or reject any subscription, in whole or in part.

 

 

An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance.

 

 

Payment: Payment for the amount of the shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or such date as the Company shall specify by written notice to subscribers (unless such period is extended in the sole discretion of the President of the Company), of a check, bank draft or wire transfer of immediately available funds to the Company at the address set forth below or an account specified by the Company. The closing of the transactions contemplated hereby (the “Closing”) will be held on such date specified in such notice (unless the closing date is extended in the sole discretion of the President of the Company). There is no minimum aggregate amount of shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings while continuing to offer the shares that constitute the unsold portion of the Offering.

 

B.

Communications.

 

 

All documents and check should be forwarded to:


FIRST SOCIAL NETWORX CORP.

4625 Legacy Court

Sarasota, FL. 34241-7147

Telephone: 941-266-4865

Attention: Marilyn Stark


THE PURCHASE OF SHARES OF FIRST SOCIAL NETWORX CORP. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF FIRST SOCIAL NETWORX CORP.’S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.


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FIRST SOCIAL NETWORX CORP.

4625 Legacy Court

Sarasota, FL 34241-7147

941-266-4865



SUBSCRIPTION AGREEMENT SIGNATURE PAGE


The undersigned (the “Subscriber”) hereby subscribes for that number of shares (the “Shares”) of the Company set forth below, upon and subject to the terms and conditions set forth in the Company’s final filed on Form 424A and dated ________________, 2011 (the “Prospectus”).

The Subscriber acknowledges, represents and warrants as of the date of this Subscription Agreement that:

1.

no person has made to the Subscriber any written or oral representations:

 

(a) that any person will resell or repurchase the Shares,

 

(b) that any person will refund the purchase price of the Shares, or

 

(c) as to the future price or value of the Shares;

2.

the Company has provided to the Subscriber a copy of the Prospectus and has made available a copy of the Company’s Registration Statement on Form S-1 filed on ________________, 2011; and

3.

the representations, warranties and acknowledgements of the Subscriber contained in this Section will survive the closing of this Agreement.

The Subscriber acknowledges that the Subscriber has a two day cancellation right and can cancel this Subscription Agreement by sending notice to the Company by midnight on the 2nd business day after the Subscriber signs this Subscription Agreement.

Total Number of Shares to be Acquired:

____________________________________________

Amount to be paid (price of $0.015 USD per Share):

____________________________________________

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ______ day of ____________________, 2011.

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NAME:

(PRINT) as it should appear on the Certificate:

 

_____________________________________________________________________________

ADDRESS:

_____________________________________________________________________________

 

_____________________________________________________________________________

 

_____________________________________________________________________________


If Joint Ownership, check one (all parties must sign above):

£ Joint Tenants with Right of Survivorship

£ Tenants in Common

£ Community Property

If Fiduciary or a Business or an Organization, check one:

£ Trust

£ Estate

£ Power of Attorney

Name and Type of Business Organization:

__________________________________________________

Identification Authentication REQUIRED [Attach photocopy of ID]


Below is my (check one) £ Government ID# - £ Drivers License# -

#_______________________________

Telephone #

SS#

E-mail address


Signature: ___________________________________________


ACCEPTANCE OF SUBSCRIPTION

The foregoing Subscription is hereby accepted for and on behalf of FIRST SOCIAL NETWORX CORP. this ______ day of ____________________, 2011.


By: _____________________________

Marilyn Stark, President

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