As Filed With the Securities and Exchange Commission on February 14, 2012
                                                     Registration No. 333-______
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           PINGIFY INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                      7372
            (Primary Standard Industrial Classification Code Number)

                                   33-1223130
                        (IRS Employer Identification No.)

  Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9.
                   Telephone (780) 628-6867 Fax (780) 669-5859
   (Address and telephone number of registrant's principal executive offices)

                              Jason Gray, President
                           Pingify International Inc.
           c/o Resident Agents of Nevada 711 S. Carson Street, Suite 4
                            Carson City, Nevada 89701
                    Telephone (780)628-6867 Fax (780)669-5859
            (Name, address and telephone number of agent for service)

                        Copies of all communications to:
                            Frederick C. Bauman, Esq.
                           Rosenfeld, Bauman & Forbes
                         401 N. Buffalo Drive, Suite 100
                               Las Vegas, NV 87145
                            Telephone (702) 386-8637
                               Fax (702) 385-3025

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE
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                                       Proposed       Proposed
  Title of                             Maximum         Maximum
 Securities                            Offering       Aggregate       Amount of
   to be           Amount to be       Price Per       Offering      Registration
 Registered         Registered         Share (2)      Price (3)        Fee (1)
--------------------------------------------------------------------------------
Common Stock        25,000,000         $0.005         $125,000         $14.33
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(1)  This is an initial offering and no current trading market exists for our
     common stock. The price paid for the currently issued and outstanding
     common stock was valued at $.001 per share.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457.

There is no current market for the securities. Although the registrant's common
stock has a par value of $0.001, the registrant has valued the common stock in
good faith and for the purposes of the registration fee, based on $0.005 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall automatically
be increased to cover the additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act of 1933, as amended.

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

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. -------------------------------------------------------------------------------- PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED *, 2012 -------------------------------------------------------------------------------- PROSPECTUS PINGIFY, INC. 25,000,000 SHARES OF COMMON STOCK $0.005 PER SHARE NO MINIMUM This is the initial offering of Common Stock of Pingify International Inc. (the "Company") and no public market exists for the securities being offered. The Company is offering for sale a total of 25,000,000 shares of its Common Stock on a "self-underwritten", "all or none" basis, which means our officers and directors will attempt to sell the shares and we will not be able to spend any of the proceeds unless all the shares are sold and all proceeds are received. We intend to open a standard, non-interest bearing, bank account to be used only for the deposit of funds received from the sale of the shares in this offering. At that time, the funds will be transferred to our business account for use in the implementation of our business plan. If all the shares are not sold and the total offering amount is not deposited by the expiration date of the offering, the funds will be promptly returned to the investors (within 3 business days), without interest or deduction. The shares will be offered at a price of $.005 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. Subscriptions, once received by the company, are irrevocable. The offering will end on ______________. (date to be added upon effectiveness). Pingify International Inc. is a development stage, start-up company with limited operations. The company has acquired the application, rights, domain name, IP and provisional patent related to the application Ping Me! from Jason Gray. We anticipate the application will be available for download on iTunes by the end of February 2012. This product has taken three years to develop. Any investment in the shares offered herein involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 5. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense. Offering Total Price Amount of Underwriting Proceeds Per Share Offering Commissions To Us --------- -------- ----------- ----- Common Stock $0.005 $125,000 $0 $125,000 SUBSCRIPTION INFORMATION Subscribers purchasing the shares should make checks payable to Pingify International Inc. Subscribers should also complete a Subscription Agreement, the form of which is attached as Appendix 10.1 to this prospectus. Additional copies of the Subscription Agreement may be obtained by writing or calling the Company at its office telephone number (780)628-6867.
TABLE OF CONTENTS Page No. -------- SUMMARY OF PROSPECTUS 3 RISK FACTORS 5 FORWARD LOOKING STATEMENTS 11 USE OF PROCEEDS 12 DETERMINATION OF OFFERING PRICE 13 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 13 PLAN OF DISTRIBUTION 14 DESCRIPTION OF SECURITIES 16 INTEREST OF NAMED EXPERTS AND COUNSEL 16 DESCRIPTION OF OUR BUSINESS 17 DESCRIPTION OF PROPERTY 22 LEGAL PROCEEDINGS 22 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 22 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 25 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 29 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 29 EXECUTIVE COMPENSATION 31 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 33 INDEMNIFICATION 33 AVAILABLE INFORMATION 34 FINANCIAL STATEMENTS 34 2
PINGIFY INTERNATIONAL INC. Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB. SUMMARY OF PROSPECTUS You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," the "Company" and "Pingify" refer to Pingify International Inc. GENERAL INFORMATION ABOUT OUR COMPANY Pingify International Inc. was incorporated in the State of Nevada on January 24, 2012. Pingify has acquired a lead-generation application that brings together buyers and sellers of goods and services. This will be achieved by the Company's app Ping Me! which we anticipate will be available on iTunes by the end of February 2012. We own our domain name www.PINGIFY.COM. As per our business plan, we currently have no revenues from the sale of our app and no lead-generation payments from our partners ("Agents"). We anticipate app sales from iTunes to begin by the end of February 2012 and lead-generation revenues to begin within three months of the completion of the financing supplied by this offering. Currently, our President devotes approximately 40 hours a week to the business of the Company. Vlad Milutin, our Treasurer, is devoting approximately 10 hours per week. We will require the funds from this offering in order to implement our business plan as discussed in the "Plan of Operation" section of this prospectus. The administrative office of the Company is currently located at Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. We plan to use these offices until we require a larger space. Our fiscal year end is January 31st. THE OFFERING Following is a brief summary of this offering. Please see the "Plan of Distribution" section for a more detailed description of the terms of the offering. Securities Being Offered: 25,000,000 shares of common stock, par value $.001 Offering Price per Share: $0.005 Offering Period: The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days Net Proceeds to Our Company: $125,000 Use of Proceeds: We intend to use the proceeds to commence our business operations. Number of Shares Outstanding Before the Offering: 25,100,000 Number of Shares Outstanding After the Offering: 50,100,000, if all the shares are sold Our current officers and directors do not intend to purchase any shares in this offering. 3
SELECTED FINANCIAL DATA The following financial information summarizes the more complete historical financial information at the end of this prospectus. Total Expenses are composed of incorporation and banking costs. As of January 31, 2012 ---------------- BALANCE SHEET Total Assets $ 25,076 Total Liabilities $ 715 Stockholder's Equity $ 24,361 Period from January 24, 2012 (date of inception) to January 31, 2012 ---------------- INCOME STATEMENT Revenue $ 0 Total Expenses $ 739 Net Loss $ (739) 4
RISK FACTORS An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering. RISKS RELATED TO OUR BUSINESS THE COMPANY HAS LIMITED OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT. Because the Company has a limited operating history with no revenues to date upon which an evaluation of its prospects can be based, its prospects must be considered in light of the risks, expenses and difficulties frequently encountered by small companies seeking to develop new and rapidly evolving technologies. To address these risks the Company must, among other things, continue to attract investment capital, respond to competitive factors, continue to attract, retain and motivate qualified personnel and commercialize and continue to upgrade the Pingify SaaS (software as a service). The Company's auditors have expressed a going concern qualification in their independent auditor's report to the Company dated February 10, 2012 relating to the Company's audited financial statements for the year ended January 31, 2012. THE COMPANY WILL RELY ON A COMBINATION OF PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET LAWS AND CONFIDENTIALITY PROCEDURES TO PROTECT ITS PROPRIETARY RIGHTS. Others may independently develop similar proprietary information and techniques or gain access to the Company's intellectual property rights or disclose such technology. The Company cannot assure that it will receive United States Patent and Trademark Office approval on its provisional patent application (#61/511,687) for its software product, that any patent or registered trademark owned by it will not be invalidated, circumvented or challenged in the U.S. or foreign countries or that the rights granted there under will provide competitive advantages to the Company or that any of the Company's pending or future patent applications will be issued with the scope of the claims sought by the company, if at all. Furthermore, others may develop similar products, duplicate the Company's products or design around its patent. In addition, foreign intellectual property laws may not protect the Company's intellectual property rights. Litigation may be necessary to enforce the Company's patent and other intellectual property rights, to protect its trade secrets. Litigation could result in substantial costs and diversion of resources which could harm the Company's business and the Company could ultimately be unsuccessful in protecting its intellectual property rights. Further, the Company's intellectual property protection controls across global operations may not be adequate to fully protect them from the theft or misappropriation of the Company's intellectual property, which could adversely harm its business. SHOULD THE COMPANY BE UNSUCCESSFUL AT RAISING SUFFICIENT FUNDS THE COMPANY MAY BE FORCED TO SEEK A BUYER FOR OUR BUSINESS OR ANOTHER ENTITY TO CREATE A JOINT VENTURE. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. WE ARE CURRENTLY DEFICIENT OF LIQUIDITY AND CAPITAL RESOURCES, WHICH COULD RESULT IN THE SUSPENSION OF OUR OPERATIONS IF NECESSARY FUNDING IS NOT AVAILABLE. We are currently deficient of liquidity and capital resources and do not generate sufficient revenue to sustain our operations. We estimate that our current available cash will satisfy approximately six months of our operating cash flow requirements. We have minimal cash reserves and may be required to depend on monthly cash contributions from our majority shareholder, Mr. Jason Gray, to meet our obligations. There are no written agreements for the Company to repay these cash contributions, and we do not believe written agreements are 5
necessary due to the time and effort Mr. Gray has invested in this venture. We expect to generate revenue during the year, minimizing our need for support from Mr. Gray; however, we will require capital to market our product and achieve our operating plan. There is no guarantee that Mr. Gray will make any contributions. We have not identified any other source of funding to meet the shortfall other than Mr. Gray; thus, without his support, we will likely go out of business. OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END OF OUR OPERATIONS. We were incorporated on January 24, 2012 and we have not realized any revenues to date. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues through sales of our software products and services. Based upon current plans, we expect to incur operating losses in future periods because we will be incurring operational expenses and generating limited revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business. We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors offering a similar software product and service; the availability of motivated and qualified personnel; the initiation, renewal or expiration of a customer base; pricing changes by the Company or our competitors, and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast. BECAUSE WE ARE SMALL WE DO NOT HAVE AN AUDIT COMMITTEE AND WE DO NOT HAVE ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Because our Board of Directors is comprised of Mr. Jason Gray and Mr. Vlad Milutin, neither of which has a professional background in finance or accounting, we do not have an audit committee financial expert on our board of directors to evaluate the effectiveness of the Company's adequate disclosure controls and procedures. The controls are determined to be ineffective due to the lack of segregation of duties. However, until the Company receives additional funding they are unable to remedy the weakness. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS. Due to the fact we are small and do not have much capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our software products and services. We intend to generate revenue through the sale of our software products and services. Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR PROFIT. Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of acceptance of our software products and services; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure; and general economic conditions. If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results. 6
KEY MANAGEMENT/CONSULTANT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. Because we are entirely dependent on the efforts of our two Directors and Officers, their departure or the loss of other key Consultant personnel in the future could have a material adverse effect on our business. We do not maintain key person life insurance on Mr. Gray or Mr. Milutin. IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS. In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from. IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR SOFTWARE PRODUCTS AND SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS. Our growth strategy is substantially dependent upon our ability to market our software products and services successfully to prospective customers. However, our planned software products and services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our software products and services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations. MANAGEMENT'S ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT. Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering. Although we plan on providing our software products and services, the software products and services may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed. We may be unable to enter into our intended markets successfully. The factors that could affect our growth strategy include our success in (a) obtaining orders from our customers, (b) obtaining adequate financing on acceptable terms, and (c) adapting our internal controls and operating procedures to accommodate our future growth. Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems. IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED. If the Company experiences significant growth in the foreseeable future, our growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the Company's financial condition or the results of our operations. 7
Since inception on January 24, 2012 to January 31, 2012, we have spent a total of $739 on start-up expenses. We have generated no revenue from business operations. All proceeds currently held by us are the result of sales of common stock to a related party. IF WE ARE FORCED TO INCUR UNANTICIPATED COSTS OR EXPENSES, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT. Because we are a small business, with limited assets, we are not in a position to assume unanticipated costs and expenses. If we have to make changes in our structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease operations entirely which could result in a total loss of your investment. COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR PRODUCTS, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY. We have identified a market opportunity for our software products and services. Competitors may enter this sector with superior software products and services and/or benefits. This would infringe on our customer base, have an adverse affect upon our business and the results of our operations. Our three major competitors in the industry are NearByNow, AdMob and JumpTap (See Competition page 21). SINCE ONE OF OUR OFFICERS AND DIRECTORS CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK AND WILL OWN 50.1% UPON COMPLETION OF THE OFFERING, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS. YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR CURRENT OFFICERS AND DIRECTORS, OR THEIR SUCCESSORS. Jason Gray, an Officer and Director of the Company, owns 25,100,000 shares our common stock, representing 100% of our outstanding stock. After this offering is completed, it will represent 50.1% of our outstanding shares. As a result, he will still have control and be able to choose other directors. His interests may differ from the interests of other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations. RISKS RELATED TO OUR FINANCIAL CONDITION THERE IS UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN In their audit report dated February 10, 2012, our auditors have expressed an opinion that doubt exists as to whether we can continue as an ongoing business. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment. Because we have been issued an opinion by our auditor that doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors. THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING COSTS OR PREVENT US FROM BECOMING PROFITABLE. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in response to public concern regarding corporate accountability in the wake of a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to 8
applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officers, and we may need to incur additional operating costs. This could prevent us from becoming profitable. RISKS RELATED TO THIS OFFERING BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be quoted or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a quotation on the OTCBB after this registration becomes effective and we have completed our offering. If our common stock becomes quoted and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale. We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders. INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT. 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. WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and directors, who will receive no commissions. They will offer the shares to friends, relatives, acquaintances and business associates, however; there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plans, however, no alternative financing sources have been identified at this time. INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE POST OFFERING BOOK VALUE PER SHARE. 9
We have limited operating history, nominal assets and no earnings. Therefore, the price of the offered shares is not based on any data or analysis. Other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Our net tangible book value per share of common stock is $0.001 as of January 31, 2012, our most recent financial statement date. The arbitrary offering price of $0.005 per common share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.005. This premium in share price applies to the terms of this offering. The offering price will not change for the duration of the offering even if our common stock becomes quoted on the OTC Bulletin Board and a public market for our shares develops during the term of the offering. However, there is no guarantee that the shares will ever be quoted on an OTC quotation system. The issuer may experience difficulties in selling its shares in the event the company's shares are quoted on the OTCBB prior to completing of the offering and selling shareholders are able to dispose of their shares at market prices that fall below the fixed price. BECAUSE WE HAVE 75,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY. We have 75,000,000 authorized shares, of which only 25,100,000 are currently issued and outstanding and only 50,100,000 will be issued and outstanding after this offering terminates, if it is successful. Our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment. 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 10
certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to. FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES. FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price. THERE IS NO GUARANTEE ALL OF THE FUNDS RAISED IN THE OFFERING WILL BE USED AS OUTLINED IN THIS PROSPECTUS We have committed to use the proceeds raised in this offering for the uses set forth in the "Use of Proceeds"section. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to decline. FORWARD LOOKING STATEMENTS This Prospectus contains projections and statements relating to the Company that constitute "forward-looking statements." These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," "might," "outlook," "could," "would," "pursue," "target," "project," "plan," "seek," "should," "assume," or similar terms or the negatives thereof. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things: * trends affecting the Company's financial condition, results of operations or future prospects * the Company's business and growth strategies * the factors that we expect to contribute to our success and our ability to be successful in the future * our business model and strategy for realizing positive sales results * competition, including the impact of competition on our operations, our ability to respond to such competition and our expectations regarding continued competition in the markets in which we compete; * expenses 11
* our expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on our financial results * the impact of new accounting pronouncements on our financial statements * that our cash flows from operating activities will be sufficient to meet our projected operating and capital expenditures for the next twelve months * our market risk exposure and efforts to minimize risk * our overall outlook including all statements under MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION * that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and * expectations, plans, beliefs, hopes or intentions regarding the future. Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation: * the Company's inability to raise additional funds to support operations and capital expenditures * the Company's inability to effectively manage its growth * the Company's inability to achieve greater and broader market acceptance in existing and new market segments * the Company's inability to successfully compete against existing and future competitors * the effects of intense competition that exists in the software industry * the economic downturn and its effect on consumer spending * the risk that negative industry or economic trends, including the market price of our common stock trading below its book value, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future period * the effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the current economic recession, war, terrorist or similar activity or disasters * the effects of energy price increases on our cost of operations and our revenues * financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and the software industry and * other factors described elsewhere in this Prospectus, or other reasons. Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the "Risk Factors" described herein. USE OF PROCEEDS If all the shares are sold the gross proceeds from this offering will be $125,000. We expect to disburse the proceeds from this offering in the priority set forth below, within the first 12 months after successful completion of this offering: 12
Proceeds to Us: $125,000 Accounting $ 8,000 Legal $ 4,000 Advertising/Marketing $ 12,000 SEC Fliling related Costs $ 3,500 Insurance $ 2,000 Server Cloud / Collocation $ 16,000 Office Supplies $ 500 Travel $ 2,000 Rent $ 950 Telephone/Fax $ 200 Development / Wages $ 48,000 Consultants $ 12,000 Management Fees $ 12,000 Dues/Subs/Licences $ 2,000 Working Capital $ 1,850 Additional expenses related to this offering will be paid using current assets of the Company. The cash balance at January 31, 2012 is $25,076. Costs associated with this offering are estimated as follows: Legal $1,000, Audit/Accounting $6,000, EDGAR $1,500, Transfer Agent Fees $1,000, SEC Registration Fee $14, Miscellaneous and banking $486. There is no guarantee we will be able to sell the shares being offered in this prospectus. If we do not close the offering upon the sale of all the shares we may be unable to complete our plan of operations our business could fail. DETERMINATION OF OFFERING PRICE The offering price of $0.005 per share has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. As of January 31, 2012, the net tangible book value of our shares was $24,361 or approximately $.001 per share, based upon 25,100,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of all the shares and receipt of the total proceeds of $125,000, the net tangible book value of the 50,100,000 shares to be outstanding will be $149,361, or approximately $.003 per Share. Accordingly, the net 13
tangible book value of the shares held by our existing stockholder (25,100,000 shares) will be increased by $.002 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.005 per Share) of $.002 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.003 per share, reflecting an immediate reduction in the $.005 price per share they paid for their shares. After completion of the offering, the existing stockholder will own 50.1% of the total number of shares then outstanding, for which he will have made a cash investment of $25,100, or $.001 per Share. Upon completion of the offering, the purchasers of the shares offered hereby will own 49.9% of the total number of shares then outstanding, for which they will have made a cash investment of $125,000, or $.005 per Share. The following table illustrates the per share dilution to the new investors and does not give any effect to the results of any operations subsequent to January 31, 2012: Price Paid per Share by Existing Stockholder $ .001 Public Offering Price per Share $ .005 Net Tangible Book Value Prior to this Offering $ .001 Net Tangible Book Value After this Offering $ .003 Increase in Net Tangible Book Value per Share Attributable to cash payments from purchasers of the shares offered $ .002 Immediate Dilution per Share to New Investors $ .002 The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per Share paid by our existing stockholder and by new investors in this offering: Total Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- --------- ---- Existing Stockholder $ .001 25,100,000 50.1% $ 25,100 Investors in This Offering $ .005 25,000,000 49.9% $125,000 PLAN OF DISTRIBUTION SHARES IN THE OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS This is a self-underwritten offering. This Prospectus is part of a prospectus that permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. Jason Gray and Vlad Milutin, our officers and directors, will sell the shares and intend to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Neither of our officers and directors will register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. 14
a. Our officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and, b. Our officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and c. Our officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and d. Both of our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Our officers, directors, control persons and affiliates do not intend to purchase any shares in this offering. TERMS OF THE OFFERING The shares will be sold at the fixed price of $.005 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 180 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days. If the board of directors votes to extend the offering for the additional 90 days, a post-effective amendment to the registration statement will be filed to notify subscribers and potential subscribers of the extended offering period. Anyone who has subscribed to the offering prior to the extension will be notified by the company that their money will be promptly refunded prior to the expiration of the original offering unless they provide an affirmative statement that they wish to subscribe to the extended offer. DEPOSIT OF OFFERING PROCEEDS This is an "all or none" offering and, as such, we will not be able to spend any of the proceeds unless all the shares are sold and all proceeds are received. We intend to hold all funds collected from subscriptions in a separate bank account until the total amount of $125,000 has been received. At that time, the funds will be transferred to our business account for use in the implementation of our business plan. In the event the offering is not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction. We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of any shares. PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check, bank draft or cashier's check payable to the Company. Subscriptions, once received by the company, are irrevocable. All checks for subscriptions should be made payable to Pingify International Inc. 15
RIGHT TO REJECT SUBSCRIPTIONS We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. DESCRIPTION OF SECURITIES COMMON STOCK Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. VOTING RIGHTS Directors of the Company are elected at the annual meeting of stockholders by a plurality of the votes cast at the election. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is complete and presuming all the shares are sold, the present stockholder will own 50.1% of our outstanding shares and the purchasers in this offering will own, in the aggregate, 49.9% or our outstanding shares. Stockholders have no pre-emptive rights. CASH DIVIDENDS As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. INTEREST OF NAMED EXPERTS AND COUNSEL None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company. Our audited financial statements for the period from inception to January 31, 2012, included in this prospectus, have been audited by De Joya Griffith & Company, LLC. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing. The Law Offices of Rosenfeld, Bauman & Forbes has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering. 16
DESCRIPTION OF OUR BUSINESS GENERAL INFORMATION Pingify International Inc. was incorporated in the State of Nevada on January 24, 2012. We are still in the development stage with limited operations and no revenues. We have been issued an opinion by our auditors that raised substantial doubt about our ability to continue as a going concern based on our current financial position. Our 12-month budget is based on minimum operations which will be completely funded by the $125,000 we intend to raise through this offering. We anticipate lead-generation revenues within 90 days after the completion of this offering, as well as app download revenues to commence by the end of February 2012. The costs associated with operating as a public company are included in our budget. Management will be responsible for the preparation of the required documents to keep the costs to a minimum. We cannot however guarantee that we will have sales and the amount raised in this offering may not be enough to meet the operating expenditures of the Company. We may be required to raise additional funding or apply for loans in the next 12 months, however we have no plans to do so at this time. PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS Pingify will be a buyer directed lead generation system that collects the buyer's needs through its notification iTunes app called PING ME!. By obtaining buyers' expressed needs with our notification application, Pingify will be able to accumulate a lead database that presents businesses or individual sellers to potential buyers. By allowing the sellers to hand pick their target buyers, Pingify's propriety notification gateway can directly connect the buyer to the seller. We will achieve this using the Pingify SaaS (software as a service). We hope to offer a process that is more unique and efficient by giving the seller direct access to the buyer using highly targeted notifications (or "Branded Pings"). Branded Pings allow the Seller to send notifications tailored specifically for a single buyer or a set of buyers, which ultimately reduces the Seller's cost of sales and increases conversion rates. As an example, we are working with a leading auto classified site to provide a means for their dealers to deliver Branded Pings to our users, once we have users of our app. Our users will have given us the information for the types of vehicles they are currently seeking. With this information, we will provide a targeted lead generation system to the dealers. The user only gets Pings for vehicles they are looking for and the dealer only pays for Pings sent to users that are requesting them. Many websites notify its users when data changes, but this typically entails signing up at each site and then managing each data stream. The data stream is usually in the form of emails and "all or nothing", forcing the user to receive information whether it is relevant to them or not - often leading to what is termed "data fatigue". Furthermore, once registered, it is also almost impossible to stop this data stream. Pingify's goal is to fix this problem. THE PINGIFY SOLUTION Pingify has acquired what it has termed a PERSONAL INTERNET NOTIFICATION GATEWAY ("P.I.N.G."). This proprietary gateway (which is provisionally patented) is a unique, two-way, notification system designed specifically to provide a user with timely and relevant information. 17
The P.I.N.G GATEWAY can deliver notifications, termed "PINGS", which will be received through Pingify's consumer product branded PING ME! application. Ping Me! utilizes the P.I.N.G. gateway and will be viewable using a variety of methods: 1) SMARTPHONE APPLICATIONS a. PINGS will be viewed and managed via a smartphone client, in real-time and utilizes user input as to the specific products they are interested in. 2) SOCIAL NETWORKS a. An embedded version of the application that will run in social networks like Facebook. This version of PING ME! will have limited functionality such that it will entice the user to buy the mobile version. PING ME! APPLICATION PING ME! will display the PINGS via an easy-to-use application. The application is designed to allow the user to "set and forget" requests. PING ME!'s AGENTS (programs that mine the data) continually monitor the website and delivers PINGS to the user only if the product matches what the user seeks. Some of the features and benefits of PING ME! to potential users are: 1) The system will allow delivery of only the information the user has requested. 2) The information provided will be brief and in a very direct, concise manner allowing the user to determine if they want to click on the PING to get additional detail. 3) The system will be "set and forget", so the Agent programs will do the work in the background eliminating the need for constant searching of websites and emails. 4) The PINGS will be specific to the users wants and needs where email notification systems typically are very vague, and often highly repetitive leading to "information fatigue". We believe PINGS will result in a more positive response and engaged user. INTEGRATION WITH VENDORS Using our "Branded Pings" notification solution, Vendors will be able to easily and directly link consumers to specific product information and offerings. We believe this is highly valuable in an environment where online marketing success is measured in new users, minutes on a website, "click-throughs" and conversion rates. Vendor's that utilize Pingify's "Branded Ping" solution will also benefit from being introduced to new users through the preexisting users of the PING ME! application. HOW DOES THE PING ME! APPLICATION AND BRANDED PINGS WORK TOGETHER? The Ping Me! application and the Branded Pings will work together to provide the conduit such that once Consumers have indicated their needs we can send them Vendors product offerings that match their profile. As noted, the PING ME! application is designed to allow users to create, edit or delete "REQUESTS". The full sales cycle (from a consumer perspective) with the PING ME! system will be as follows: 1) A REQUEST is a fillable form with a series of filters set by the user. These filters can be set "on-the-fly" from the mobile device. 2) This REQUEST is then compared to the database which houses all of the Vendor's product offerings. 3) If new data has appeared in the system that matches the REQUEST, a PING is delivered to the user. 18
4) The PING contains a brief description of the specific product the user has requested. 5) If the brief description is of interest, the user can then "click though" the PING to be linked back to a mobile version of the Vendor's eCommerce site to get more detail on the offering. 6) The user then has the option to purchase the new item. WHAT IS THE VALUE FOR THE VENDOR? The key values for any Vendor are: 1) Ping's will allow two-way communications initiated by the consumer (consumers indicate their needs and Vendors provide their offers). As noted, email notification systems are one-way only, typically very vague, and often highly repetitive leading to the consumers "information fatigue". Pings will be specific to the user's wants and needs resulting in more positive response to the PING ME! notifications and greatly improves the chances of a sale. 2) The ability to re-connect with current customers will drive them back to the site with highly focused product promotions, which improve user retention rates. 3) Expansion of user base because Vendors gain access to all the future users of PING ME! network; many of who are not within their current network. If a notification matches a profile of a user of PING ME!, they too will be notified of the offer. Because the offer will match the user's profile, it will not be considered unwanted solicitation. This will give the Vendor's product increased visibility by being in a network of millions of users. 4) To send highly focused "BRANDED PINGS". Pingify will provide the Vendor analytics of specifically what an individual consumer group is currently looking for in the area. The Vendor can then tailor a "branded" offering specifically for that group of users. We believe conversion rates of Branded Pings are significantly higher than any other types of online offering. TECHNICAL OVERVIEW PING ME! is located in a highly redundant cloud network and written using Ruby. We have developed a scalable solution that can process a large amount of real-time data. Pingify is confident it will be able to handle almost any data volume a Vendor presents. DISTRIBUTION METHODS TWO STAGE STRATEGY With the release of the PING ME! application, Pingify will begin building a database of consumer product demands. With this information in hand, we will be at a stage where we are able to integrate with web sites and marketing companies to provide them the network to access these consumers directly with focused marketing campaigns. STAGE 1 - DEVELOPING AN ONLINE USER BASE We anticipate the PING ME! application will be available in Canada and the US via the iTunes store by the end of February 2012. The first module will focus solely on the world's largest free bulletin board website - Craigslist. Once we received funding our plan is to: 19
* Support the application with an online marketing campaign through articles, blogs and social marketing as well as a launch of a Facebook embedded application and "free" version of the iPhone application; * Add additional Agents, (ie. Beyond.com, Auto Trader, Kijiji) to PING ME!; * Improve the functionality of the application based on user replies and responses, and; * Optimize the back-end servers. STAGE 2 - DIRECT INTEGRATION WITH VENDORS ONGOING SERVICE FEES Once implemented, there will be 3 specific ongoing revenue streams associated with the BRANDED PINGS PRODUCT: 1) Pings (or Impressions) 2) Clicks (actual reads of the data) 3) Purchases PINGS A Ping is considered a delivered advertisement to the end user and will be treated similar to an impression as charged by various online marketing services (ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has been specifically requested by the user. For the initial stages of this project, we intend to keep impression costs close to industry standards which are $.008 per impression cost. CLICKS Clicks are considered valid when the user is sent back to the client's network and where the Ping is read, but not acted on. The marketplace values the cost per click at $0.08. PURCHASES The ultimate goal is to get the user to purchase an item. If the user purchases an item due the click-through on the Ping Me! system, then Pingify would charge the Vendor a fee of approximately 10% of the purchase value. MARKETING We plan on targeting the classified market (Craigslist, Kijiji, eBay Classifieds). People would be able to use our application to get notified on items they are looking for on Craigslist. We also plan to pitch the technology to leading auto classified sites. We believe Pingify is positioned to take a central role in contextual and targeted notifications. The goal is to create a large user base and integrate with key vendors. We expect to integrate 4 vendors over the 12 months following completion of our offering and 12 vendors in the following 24 months. KEY GROWTH / VALUE CREATION 1) To grow our use base to 100,000 in 12 months bringing value to the vendor (user base = qualified leads = sales) 2) By integrating with key vendors, Pingify plans to increase user retention and conversion rates, thereby monetizing "Pings" 20
3) We believe growing the user base and capitalizing on vendor adoption will establish a market demand for "Pings". This will result in a higher valuation for Pingify. MARKETING - USER AND VENDOR ACQUISITION The following are the specific steps of our online marketing strategy to attract a larger user base: 1) Integration with web site, email marketing infrastructure 2) Branded Pings (For Vendor Integration) 3) Facebook App / Ping Me! Lite - designed to compel sales for full application COMPETITION As the mobile market has grown dramatically since the launch of the iTunes App Store in 2008, many companies have entered into this space to try and connect the buyer with the vendor. Location based applications are merging with advertising models to try and get people into brick and mortar stores. Pingify has identified various competitors who would be considered competition or potential competition to the Ping Me! SaaS. At this time, we have found some products that have pieces of Pingify's offering, but do not have the full service model and communication system that Pingify has developed. Also, many are focused on complex algorithms to try and guess consumer wants and needs. Ping Me! eliminates the guess work and we have created a unique way to get products to users. Below is a sample of companies in the mobile advertising space: NEARBYNOW (www.nearbynow.com) ADMOB (www.admob.com) JUMPTAP (www.jumptap.com) SOURCES AND AVAILABILITY OF PRODUCTS The PING ME! application is expected to be available in Canada and the US via the iTunes store by the end of February 2012. We are also developing a Facebook version of the application that will be available to anyone with an account. PATENTS AND TRADEMARKS The Company has applied for a provisional patent (Application #61/511,687) with the United States Patent and Trademark Office for its software product. There is no guarantee that any patent or registered trademark owned by the Company will not be invalidated, circumvented or challenged in the U.S. or foreign countries or that the rights granted there under will provide competitive advantages to the Company or that any of the Company's pending or future patent applications will be issued with the scope of the claims sought by the company, if at all. Litigation may be necessary to enforce the Company's patent and other intellectual property rights, to protect its trade secrets. Litigation could result in substantial costs and diversion of resources which could harm the Company's business and the Company could ultimately be unsuccessful in protecting its intellectual property rights. Further, the Company's intellectual property protection controls across global operations may not be adequate to fully protect them from the theft or misappropriation of the Company's intellectual property, which could adversely harm its business. 21
GOVERNMENT APPROVAL We do not require any government approval for our services. As an online business, our business will not be subject to any environmental laws. GOVERNMENT AND INDUSTRY REGULATION We will be subject to local and international laws and regulations that relate directly or indirectly to our operations. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business. RESEARCH AND DEVELOPMENT ACTIVITIES Other than time spent researching our proposed business, we have not spent any funds on research and development activities to date. We plan to spend funds on research and development activities in the future development of our software, integration and services. EMPLOYEES AND EMPLOYMENT AGREEMENTS We have no employees as work is done solely on a contractual basis. Jason Gray, our President and Vlad Mulutin our Treasurer, currently provide their services on a consultant basis. At this time, they are responsible for all aspects of our business. If we receive the proceeds from our offering, we have allocated $1,000 a month in management fees to Mr. Gray. We plan to hire an employee on a contractual basis in the near uture to help manage and assist clients with the usage of the app and our services. DESCRIPTION OF PROPERTY The administrative office of the Company is currently located at Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9. Pingify currently employs a shared corporate office space including a communal front-desk receptionist, secretarial services, telephone answering and mail delivery services. The facilities include large and small boardrooms and private offices available on an hourly or daily fee basis, secure mailboxes for physical address deliveries, and an overall professional corporate atmosphere. Rent costs $79.00 per month. We consider our current principal office space arrangement adequate but plan to lease a larger office space upon hiring any full-time employees. LEGAL PROCEEDINGS We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock quoted on the Over-the-Counter Bulletin Board. PENNY STOCK RULES The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 22
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: a. contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; b. contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; c. contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; d. contains a toll-free telephone number for inquiries on disciplinary actions; e. defines significant terms in the disclosure document or in the conduct of trading penny stocks; and f. contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: a. the bid and offer quotations for the penny stock; b. the compensation of the broker-dealer and its salesperson in the transaction; c. the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and d. monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. SHARES AVAILABLE FOR FUTURE SALE Upon completion of this Offering, based on our outstanding shares as of the date of this Prospectus, we will have outstanding an aggregate of 50,100,000 shares of our common stock. Of these shares, upon effectiveness of the registration statement of which this prospectus forms a part, the 25,000,000 shares covered hereby will be freely transferable without restriction or further registration under the Securities Act. The remaining 25,100,000 restricted shares of common stock then outstanding are owned by Jason Gray, an officer and director, known as our "affiliate," and may not be resold in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 under the Securities Act, if available, or otherwise. The outstanding shares of our common stock not included in this prospectus will be available for sale in the public market as follows: 23
PUBLIC FLOAT Of our outstanding shares, 25,100,000 shares are beneficially owned by an officer and director. RULE 144 In general, under Rule 144, as currently in effect, a person, other than an affiliate, who has beneficially owned securities for at least six months, including the holding period of prior owners is entitled to sell his or her shares without any volume limitations; an affiliate, however, can sell such number of shares within any three-month period as does not exceed the greater of: * 1% of the number of shares of common stock then outstanding, or * the average weekly trading volume of common stock on the OTC Bulletin Board during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about an issuer. In order to effect a Rule 144 sale of common stock, the transfer agent requires an opinion from legal counsel. Further, the six month holding period is applicable only to issuers who have been subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 for at least 90 days. As of the date of this Prospectus, no shares of our common stock are available for sale under Rule 144. RESTRICTIONS ON THE USE OF RULE 144 BY FORMER SHELL COMPANIES Rule 144 is not available for the resale of securities issued by any issuer that is or has been at any time previously a shell company unless the following conditions have been met: * the issuer of the securities that was formerly a shell company has ceased to be a shell company; * the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; * the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and * at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. HOLDERS OF OUR COMMON STOCK As of the date of this Prospectus, we have one stockholder of record. REPORTS Upon the effectiveness of the Registration Statement of which this Prospectus is a part, we will be subject to certain reporting requirements and will file with the SEC annual reports including annual financial statements, certified by our independent accountants, and un-audited quarterly financial statements in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. STOCK TRANSFER AGENT The Company's stock transfer agent is Island Stock Transfer, 15500 Roosevelt Blvd., Suite 301, Clearwater, FL 33760. 24
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OVERVIEW Pingify International Inc. was incorporated in the State of Nevada on January 24, 2012. Pingify has acquired a lead generation software application that brings together buyers and sellers of goods and services. This will be achieved by the Company's Ping Me! app which we anticipate will be available on iTunes by the end of February 2012. By obtaining a buyers' expressed needs with our notification application, Pingify will be able to accumulate a lead database that presents businesses or even individual sellers to potential buyers. By allowing the sellers to hand pick their target buyers, Pingify's propriety notification gateway can directly connect the buyer to the seller. We are a development stage company with limited operations and no revenues. Our limited start-up operations have consisted of the formation of our Company, the acquisition of our app, related IP and website, development of our business plan and identification of our target market. Our website, www.PINGIFY.COM, is currently under development. Per our business plan we anticipate lead-generation revenues within three months of the completion of the financing supplied by this offering and iTunes app download revenues to commence by the end of February 2012. Currently our President devotes approximately 40 hours a week to the business of the Company. We will require the funds from this offering in order to implement our business plan as discussed in the "Plan of Operation" section of this prospectus. Vlad Mulutin our Treasurer, will be devoting approximately 10 hours per week. The administrative office of the Company is currently located at Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB T5J 1V9. We plan to use these offices until we require larger space. RESULTS OF OPERATIONS We have generated no revenue since inception and have incurred $739 in miscellaneous expenses through January, 2012. The following table provides selected financial data about our Company for the period from the date of incorporation through January 31, 2012. For detailed financial information, see the financial statements included in this prospectus. Balance Sheet Data: 01/31/2012 ------------------- ---------- Cash $25,076 Total assets $25,076 Total liabilities $ 715 Stockholder's equity $24,361 Other than the shares offered by this prospectus, no other source of capital has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our directors have verbally agreed to advance the Company funds to complete the registration process. GOING CONCERN In our audited financial statements as of January 31, 2012 we were issued an opinion by our auditors that raised substantial doubt about our ability to continue as a going concern based on our current financial position. PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS The following milestones are estimates only. The working capital requirements and the projected milestones are approximations only and subject to adjustment based on costs and needs. Our 12-month budget is based on minimum operations which will be completely funded by the $125,000 we intend to raise through this offering. We anticipate lead-generation revenues within three months of the completion of the financing supplied by this offering and iTunes app download revenues to commence by the end of February 2012. 25
PLAN OF OPERATION At present management will concentrate on the completion of the Registration Statement and utilize this time to also begin putting together a database of potential customers as well as the continuation of the development of the software and services for the purpose of the integration of customers into the Pingify service. COMPLETE OUR PUBLIC OFFERING: We expect to complete our public offering within 90 days after our Registration Statement is declared effective by the Securities and Exchange Commission. We intend to concentrate all our efforts on raising capital during this period. Once we have completed our offering, our specific business plan for the twelve months thereafter is as follows: SOFTWARE APPLICATION UPDATES AND CHANGES TO ACCOMMODATE BEYOND.COM Pingify - Beta 1 (1st quarter after funding) * This version will include application tie-in to the main server database * Implement multi-city search, allowing requests to search in multiple cities simultaneously * Improving the look and feel of the application Pingify - Beyond.com Integration (1st and 2nd quarter after funding) * Full integration of Beyond.com job searches from the Ping Me! mobile app to servers that do the data processing Pingify - Beta 2 (1st and 2nd quarter after funding) * Improve user experience based upon feedback Pingify iTunes Connect Support Site (3rd quarter after funding) * Redesign of app support page * Improve customer support and communications/updates to the customer Pingify Version 2 App Submission (3rd and 4th quarter after funding) * Submit improved and finalized version to iTunes * Ideal release will have Multi-city search, Beyond.com integration, Facebook and Twitter integration BEGIN MARKETING AND SALES EFFORTS TWO STAGE STRATEGY With the release of the PING ME! application, Pingify will build a database of consumer product demands. Once the database is built, we expect to be able to integrate with web sites and marketing companies to provide them the network to access these consumers directly with focused marketing campaigns. STAGE 1 - DEVELOPING AN ONLINE USER BASE The PING ME! application is expected to be available for download in Canada and the US via the iTunes store by the end of February 2012. This version focuses solely on Craigslist, the world's largest free bulletin board website. Our plan is to: 26
* Support the application with an online marketing campaign through articles, blogs and social marketing as well as a launch of a Facebook embedded application and "free" version of the iPhone application * Add additional Agents, (e.g. Beyond.com, Auto Trader, Kijiji) to PING ME! * Improve the functionality of the application based on user replies and responses * Optimize the back-end servers. STAGE 2 - DIRECT INTEGRATION WITH VENDORS ONGOING SERVICE FEES Once implemented, there will be 3 specific ongoing revenue streams associated with the BRANDED PINGS PRODUCT: 1) Pings (or Impressions) 2) Clicks (actual reads of the data) 3) Purchases PINGS A Ping is considered a delivered advertisement to the end user and will be treated similar to an impression as charged by various online marketing services (ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has been specifically requested by the user. For the initial stages of this project, we intend to keep impression costs close to industry standards which are $.008 per impression cost. CLICKS Clicks are considered valid when the user is sent back to the client's network and where the Ping is read, but not acted on. The marketplace values the cost per click at $0.08. PURCHASES The ultimate goal is to get the user to purchase an item. If the user purchases an item due the click-through on the Ping Me! system, then Pingify would charge the Vendor a fee of approximately 1% of the purchase value. Based on raising $125,000 from our offering, we have budgeted the following amounts over the 12 months following the successful completion of thie offering: Proceeds to Us: $125,000 Accounting $ 8,000 Legal $ 4,000 Advertising/Marketing $ 12,000 SEC Fliling related Costs $ 3,500 Insurance $ 2,000 Server Cloud / Collocation $ 16,000 Office Supplies $ 500 Travel $ 2,000 Rent $ 950 Telephone/Fax $ 200 Development / Wages $ 48,000 Consultants $ 12,000 Management Fees $ 12,000 Dues/Subs/Licences $ 2,000 Working Capital $ 1,850 These amounts may be adjusted based upon sales and revenue. 27
SUMMARY In summary, we will begin putting together a database of potential customers as well as the continuation of the development of the software and services for the purpose of the integration of customers into the Pingify service. We anticipate lead-generation revenues within three months of the completion of the financing supplied by this offering and iTunes app download revenues to commence by the end of February 2012. Until we have reached a critical level of Pings we do not believe our operations will be profitable. If we are unable to attract enough users to download our app, we may have to suspend or cease operations. If we are unable to attract enough lead-generation vendors, we may have to cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else. RESULTS OF OPERATIONS FROM INCEPTION ON JANUARY 24, 2012 TO JANUARY 31, 2012 As of the date of this prospectus, we have yet to generate any revenues from our business operations. Our loss since inception is $739. We have commenced limited operations but have no generated any revenue to date. We expect revenues to begin with iTunes downloads by the end of February 2012. We expect to see lead-generation revenues from Agents within the first 90 days after we complete this offering. LIQUIDITY AND CAPITAL RESOURCES Since inception, we sold 25,100,000 shares of common stock to one of our officers and directors for $25,100. As of January 31, 2012, our total assets were $25,076 and our total liabilities were $715. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited financial and managerial resources, lack of managerial experience and possible cost overruns due to price and cost increases in services and products. We have no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. REVENUE RECOGNITION The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Directors of the Company are elected by the stockholders to a term of one year and serve until their successors are elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees. The name, address, age and position of our officer and director is set forth below: Name and Address Age Position(s) ---------------- --- ----------- Jason Gray 41 President, Secretary, Chief Executive 11139 - 257 Avenue Officer, Director Edmonton, AB T5X 4V1 Canada Vlad Milutin 48 Treasurer, Chief Financial Officer, 3832 Sequoia Creek Court Director San Jose, CA 95121 The persons named above have held their offices/positions since the inception of our Company and are expected to hold said offices/positions until the next annual meeting of our stockholders. The officers and directors named above are our only officers, directors, promoters and control persons. BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS JASON GRAY has been President, CEO, Secretary and Director of Pingify International from January 2012 to the present. From 2009 to January 2012 Mr. Gray has been focusing his attention on the Mobile/Online Market and developing the code base that is now part of Pingify International. From January 2003 to August 2009, Mr. Gray was the IT Manager for Bardel Entertainment. Mr. Gray has over 14 years experience in Operating System Management. Mr. Gray was awarded Computer World Laureate in 2006 for his work on iSCSI SAN infrastructures. Mr. Gray attended the University of Western Ontario and also obtained CCNA certification. VLAD MILUTIN has been the Treasurer, CFO and Director of Pingify International from January 2012 to the present. From April 2011 to February 2012, Mr. Milutin was Director of Business Development of MobileIron, a Mobile Device Management company located in Mountain View, CA. From November 2010 to January 2012 he was assisting Jason Gray with the Pingify project. From November 2010 to April 2011, Mr. Milutin was an independent consultant to Cloud IaaS, located in Sacramento, CA. From February 2010 to October 2010, Mr. Milutin was Director of Sales and Market Development for Joyent Inc., a Cloud IaaS company located in San Francisco, CA. From May 2008 to February 2010, Mr. Milutin was Director of 29
Business Development for Seagate Services, a Seagate Technology Cloud Back-up company located in Santa Clara, CA. From September 2007 to May 2008, Mr. Milutin was Director of Business Development and Sales for Nexsan Technology, a Hardware and Software Manufacturer of SAN and NAS Storage company located in Thousand Oaks, CA. From August 2006 to September 2007, Mr. Milutin was Western Regional Director of Sales for Hitachi Data System/Archivas, a Hardware and Software Manufacturer of Object Based Storage company located in Santa Clara, CA. Mr. Milutin earned a Bachelor's Degree in Communication from Santa Clara University, in Santa Clara, California in June 1986. During the past ten years, Mr. Gray and Mr. Milutin has not been the subject of the following events: 1. Any bankruptcy petition filed by or against any business of which Mr. Gray or Mr. Milutin was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Gray or Mr. Milutin's involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. CORPORATE GOVERNANCE We do not have a compensation committee and we do not have an audit committee financial expert. We do not have a compensation committee because our Board of Directors consists of two directors and we do not pay any compensation at this time. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive in the circumstances of our Company. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. CONFLICTS OF INTEREST We are not aware of any conflicts of interest. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion. 30
EXECUTIVE COMPENSATION Currently, our officers and directors receive no compensation for their services during the development stage of our business operations. They may be reimbursed for any out-of-pocket expenses that they incur on our behalf. If we receive the proceeds from our offering, we have allocated $1,000 a month in management fees to Mr. Gray. In the future, we may approve payment of salaries for officers and directors. We also do not currently have any benefits, such as health or life insurance, currently available to our employees. SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Jason Gray, 2012 0 0 0 0 0 0 0 0 President, CEO, and Director Vlad Milutin, 2012 0 0 0 0 0 0 0 0 Treasurer, CFO and Director OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Jason Gray 0 0 0 0 0 0 0 0 0 Vlad Milutin 0 0 0 0 0 0 0 0 0 31
DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Jason Gray 0 0 0 0 0 0 0 Vlad Milutin 0 0 0 0 0 0 0 OPTION GRANTS. There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table. AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table. LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP. COMPENSATION OF DIRECTORS Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity. EMPLOYMENT AGREEMENTS We do not have any employment agreements in place with Mr. Gray or Mr. Milutin. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares. Name and No. of No. of Address of Shares Shares Percentage of Ownership Beneficial Before After Before After Owner Offering Offering Offering Offering ----- -------- -------- -------- -------- Jason Gray 25,100,000 25,100,000 100% 50.1% 11139 - 157 Avenue Edmonton, AB T5X 4V1 Vlad Milutin 0 0 0% 0% 3832 Sequoia Creek Ct. San Jose, CA 95121 All Officers and Directors as a Group 25,100,000 25,100,000 100% 50.1% 32
FUTURE SALES BY EXISTING STOCKHOLDERS A total of 25,100,000 shares have been issued to the existing stockholder, all of which are held by Jason Gray, an officer and director, and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our principal stockholder does not have any plans to sell his shares at any time after this offering is complete. TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS On January 24, 2012 the Company issued a total of 25,100,000 shares of common stock to Mr. Gray for cash at $0.001 per share for a total of $25,100. On February 10, 2012 Jason Gray assigned to Pingify International all his interest in the United States, Canada and in all other countries in and to, to the domains PINGIFY.COM and PINGIFY.NET and ALL RELATED PING ME! SOFTWARE CODE AND his invention relating to a Real Time Online Searching, as fully described and claimed in his United States provisional application for a patent for such invention, filed July 26, 2011, Serial No. 61/511,687, together with the entire right, title and interest in and to said applications, the right to claim priority therefrom under the International Convention, and any and all Letters Patent which may be issued or be re-issued for said invention to the full end of the term for which each said Letters Patent may be granted. We do not currently have any conflicts of interest by or among our current officers, directors, key employees or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees. INDEMNIFICATION Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. 33
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. AVAILABLE INFORMATION We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission (the "SEC"). Upon the effectiveness of this registration statement, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act, and other information as required. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the SEC's Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The Company will voluntarily provide electronic or paper copies of its filings with the SEC free of charge upon request. FINANCIAL STATEMENTS Our fiscal year end is January 31, 2012. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared and then will be audited by the independent PCAOB registered CPA firm De Joya Griffith & Company, LLC. 34
[LETTERHEAD OF DE JOYA GRIFFITH & COMPANY, LLC] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Pingify International Inc. We have audited the accompanying balance sheet of Pingify International, Inc. (A Development Stage Company) (the "Company") as of January 31, 2012 and the related statements of operations, stockholder's equity and cash flows for the period from inception (January 24, 2012) through January 31, 2012. Pingify International, Inc's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pingify International, Inc. (A Development Stage Company) as of January 31, 2012 and the related statements of operations, stockholder's equity and cash flows for the period from inception (January 24, 2012) through January 31, 2012 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ De Joya Griffith & Company, LLC ------------------------------------------- Henderson, Nevada February 10, 2012 F-1
Pingify International, Inc. (A Development Stage Company) Balance Sheet (Audited) January 31, 2012 ---------------- ASSETS Current assets Cash $ 25,076 -------- Total current assets 25,076 -------- Total assets $ 25,076 ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 715 -------- Total current liabilities 715 -------- Stockholders' equity Common stock $0.001 par value; 75,000,000 shares authorized, 25,100,000 shares issued and outstanding 25,100 Accumulated deficit during the development stage (739) -------- Total stockholders' equity 24,361 -------- Total liabilities and stockholders' equity $ 25,076 ======== The accompanying notes are an integral part of these financial statements. F-2
Pingify International, Inc. (A Development Stage Company) Statement of Operations (Audited) For the Period From Inception (January 24, 2012) to January 31, 2012 ---------------- Expenses General and administrative $ 739 ------------ Total expenses 739 ------------ Net loss $ (739) ============ Net loss per common share - basic $ (0.00) ============ Weighted average common shares outstanding - basic 25,100,000 ============ The accompanying notes are an integral part of these financial statements. F-3
Pingify International, Inc. (A Development Stage Company) Statement of Stockholder's Equity (Audited) Accumulated Common Stock Deficit During Total -------------------------- Development Stockholder's Shares Amount Stage Equity ---------- ---------- ---------- ---------- Balance, Inception (January 24, 2012) -- $ -- $ -- $ -- Issuance of stock for cash at $0.001 per share 25,100,000 25,100 -- 25,100 Net loss -- -- (739) (739) ---------- ---------- ---------- ---------- Balance, January 31, 2012 25,100,000 $ 25,100 $ (739) $ 24,361 ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. F-4
Pingify International, Inc. (A Development Stage Company) Statement of Cash Flows (Audited) For the Period From Inception (January 24, 2012) to January 31, 2012 ---------------- Cash flows from operating activities: Net loss $ (739) Changes in operating assets and liabilities: Accounts payable 715 -------- Net cash used by operating activities (24) -------- Cash flows from financing activities: Proceeds from issuance of common stock 25,100 -------- Net cash provided by financing activities 25,100 -------- Net change in cash 25,076 Cash, beginning of period -- -------- Cash, end of period $ 25,076 ======== Supplemental disclosure of cash flow information: Interest paid $ -- ======== Taxes paid $ -- ======== The accompanying notes are an integral part of these financial statements. F-5
Pingify International, Inc. (A Development Stage Company) Notes to the Financial Statements January 31, 2012 1. DESCRIPTION OF BUSINESS Pingify International, Inc. (the "Company") was incorporated under the laws of the state of Nevada on January 24, 2012. The Company is a software technology start-up focused on the development of computer software solutions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Year-End - The Company has selected January 31 as its year end. Development Stage Company - The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan and obtaining additional debt and/or equity related financing. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less. Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. As of January 31, 2012 no amounts were in excess of the federally insured program. Revenue Recognition Policy - The Company will recognize revenue once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the product or services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured. The Company did not realize any revenues from Inception (January 24, 2012) through January 31, 2012. Income Taxes - The Company accounts for its income taxes in accordance with FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable F-6
Pingify International, Inc. (A Development Stage Company) Notes to the Financial Statements January 31, 2012 income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Fair Value of Financial Instruments - FASB ASC 825, "Disclosure About Fair Value of Financial Instruments," requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. As of January 31, 2012 the carrying amounts and estimated fair values of the Company's financial instruments approximate their fair value due to the short-term nature of such financial instruments. Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in our business. Earnings (Loss) per Share - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of January 31, 2012. Risks and Uncertainties - The Company's operations and future are dependent in a large part on its ability to develop its business model in a competitive market. The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company's inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows. New Accounting Pronouncements - There are no recent accounting pronouncements that are expected to have an effect on the Company's unaudited financial statements. 3. GOING CONCERN During the period from inception (January 24, 2012) to January 31, 2012, the Company had incurred a net loss of $739 and used net cash in the amount of $24 for operating activities. The Company is in the development stage of operations, F-7
Pingify International, Inc. (A Development Stage Company) Notes to the Financial Statements January 31, 2012 has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability. Management's plan, in this regard, is to raise capital through a combination of equity and debt financing. Management believes this amount will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing. 4. STOCKHOLDERS' EQUITY In January 2012, the Company sold 25,100,000 shares of its $0.001 par value common stock to its founder at $0.001 per share. The gross proceeds from the issuance were $25,100. The Company is using the proceeds from the sale of its common stock to cover the expenses of the initial public offering and for general working capital purposes. 5. INCOME TAXES At January 31, 2012, the Company had a federal operating loss carry forward of $739, which begins to expire in 2032. Significant components of the Company's deferred tax liabilities and assets as of January 31, 2012 are as follows: January 31, 2012 ---------------- Deferred tax asset: Net operating loss $ 739 Income tax rate 35% -------- 259 Less valuation allowance (259) -------- Deferred tax asset $ -- ======== Through January 31, 2012, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses. F-8
Pingify International, Inc. (A Development Stage Company) Notes to the Financial Statements January 31, 2012 6. COMMITMENTS AND CONTINGENCIES In the normal course of business, companies are subject to proceedings, lawsuits and other claims. Such matters can be subject to many uncertainties, and outcomes are not predictable with assurance. The Company is not aware of the existence of any such matters at January 31, 2012, and has not accrued for any such contingencies, accordingly. 7. SUBSEQUENT EVENTS In February 2012, the founder of the Company assigned a 100% interest in and to the domains Pingify.com and Pingify.net and all related Ping Me! software code as well as his invention relating to REAL TIME ONLINE Searching, as fully described and claimed in the United States provisional application for a patent for such invention, filed on July 26, 2011, Serial No. 61/511,687, together with the entire right, title and interest in and to said applications, to the Company for zero consideration. F-9
DEALER PROSPECTUS DELIVERY OBLIGATION "UNTIL ______________ (90 DAYS AFTER THE EFFECTIVE DATE OF THIS PROSPECTUS), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Expenses incurred or expected relating to this Prospectus and distribution are as follows: SEC Fee $ 14.33 Legal and Professional Fees $ 1,000.00 Accounting and auditing $ 6,000.00 EDGAR Fees $ 1,500.00 Transfer Agent fees $ 1,000.00 Misc and Bank Charges $ 485.67 ---------- TOTAL $10,000.00 ========== ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the Articles of Incorporation of the Company, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for directors, officers or controlling persons, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities. On January 24, 2012 the Company issued a total of 25,100,000 shares of common stock to Mr. Gray for cash at $0.001 per share for a total of $25,100. These securities were issued in reliance upon an exemption provided by Regulation S promulgated under the Securities Act of 1933. The certificate for these securities was issued to a non-US resident and bears a restrictive legend. ITEM 16. EXHIBITS. The following exhibits are included with this registration statement: Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation 3.2 Bylaws 5.1 Opinion of Rosenfeld, Bauman & Forbes 10.1 Form of Subscription Agreement 10.2 Assignment Agreement between Jason Gray & Pingify International 23.1 Consent of De Joya Griffith & Company, LLC for use of its report 23.2 Consent of Rosenfeld, Bauman & Forbes (See Exhibit 5) 99.1 Provisional Patent Application II-1
ITEM 17. UNDERTAKINGS. a. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: i. If the registrant is relying on Rule 430B (230.430B of this chapter): A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the II-2
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our director, officer and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act, and will be governed by the final adjudication of such issue. II-3
SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Edmonton, AB on February 14, 2012. Pingify International Inc., Registrant By: /s/ Jason Gray ---------------------------------------- Jason Gray, President, Secretary, Chief Executive Officer and Director By: /s/ Vlad Milutin ---------------------------------------- Vlad Milutin, Treasurer, Chief Financial Officer and Principal Accounting Officer and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Jason Gray Chief Executive Officer February 14, 2012 ----------------------- ----------------------- ----------------- Jason Gray Title Date /s/ Vlad Milutin Chief Financial Officer February 14, 2012 ----------------------- ----------------------- ----------------- Vlad Milutin Title Date /s/ Vlad Milutin Principal Accounting Officer February 14, 2012 ----------------------- ---------------------------- ----------------- Vlad Milutin Title Date II-4

Exhibit 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                           PINGIFY INTERNATIONAL INC.

     The undersigned, to form a Nevada corporation, CERTIFIES THAT:

     I. NAME: The name of the corporation is: PINGIFY INTERNATIONAL INC.

     II.  REGISTERED  OFFICE:  RESIDENT  AGENT:  The location of the  registered
office of this corporation within the State of Nevada is 711 S. Carson St. Suite
4, Carson City, Nevada 89701; this corporation may maintain an office or offices
in such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors or by the By-Laws of the  corporation;
and this  corporation  may  conduct  all  corporation  business of every kind or
nature,  including  the holding of any meetings of  directors  or  shareholders,
inside or outside the State of Nevada, as well as without the State of Nevada.

     The Resident Agent for the corporation  shall be Resident Agents of Nevada,
Inc., 711 S. Carson St. Suite 4, Carson City, Nevada 89701.

     III.  PURPOSE:  The  purpose  for which this  corporation  is formed is: To
engage in any lawful activity.

     IV.  AUTHORIZATION  OF CAPITAL  STOCK:  The amount of the total  authorized
capital  stock  of the  corporation  shall  be  SEVENTY  FIVE  THOUSAND  Dollars
($75,000.00),  consisting of SEVENTY FIVE MILLION  (75,000,000) shares of COMMON
STOCK, par value $.001 per share.

     V.  INCORPORATOR:  The name and post  office  address  of the  Incorporator
signing these Articles of Incorporation is as follows:

              NAME                      POST OFFICE ADDRESS
              ----                      -------------------
          Resident Agents of         711 S. Carson St. Suite 4
          Nevada, Inc.               Carson City, Nevada 89701

     VI.  DIRECTORS:  The governing board of this corporation  shall be known as
directors, and the first Board shall consist of one (1) director.

     The number of  directors  may,  pursuant to the  By-Laws,  be  increased or
decreased by the Board of  Directors,  provided  there shall be no less than one
(1) nor more than nine (9) Directors.

     The name and post office addresses of the directors  constituting the first
Board of Directors is as follows:

                                       1

NAME POST OFFICE ADDRESS ---- ------------------- Jason Gray 711 S Carson Street #4 Vlad Milutin Carson City, NV 89701 VII. STOCK NON-ASSESSABLE: The capital stock, or the holders thereof, after the amount of the subscription price has been paid in, shall not be subject to any assessment whatsoever to pay the debts of the corporation. VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence. IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the election of directors. X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive rights. XI. LIMITED LIABILITY: No officer or director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer or director, except for liability (I) for any breach of the officer or directors duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived any improper personal benefit. If the Nevada General Corporation Law is amended after the date of incorporation to authorize corporate action further eliminating or limiting the personal liability of officers or directors, then the liability of an officer or director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Nevada General Corporation Law, or amendments thereto. No repeal or modification of this paragraph shall adversely affect any right or protection of an officer or director of the Corporation existing at the time of such repeal or modification. XII. INDEMNIFICATION: Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an officer or director of the Corporation or is or was serving at the request of the Corporation as an officer or director of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans whether the basis of such proceeding is alleged action in an official capacity as an officer or director shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the 2
Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys fees, judgments, fines, excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided herein with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided however, that, if the Nevada General Corporation Law requires the payment of such expenses incurred by an officer or director in his or her capacity as an officer or director (and not in any other capacity in which service was or is rendered by such person while an officer or director, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, payment shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it shall ultimately be determined that such officer or director is not entitled to be indemnified under the Section or otherwise. If a claim hereunder is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful, in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Nevada General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or 3
hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise. The Corporation may maintain insurance, at its expense, to protect itself and any officer, director, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification to any employee or agent of the Corporation tot he fullest extent of the provisions of this Section with respect to the indemnification and advancement of expenses of officers and directors of the Corporation or individuals serving at the request of the Corporation as an officer, director, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise. THE UNDERSIGNED, being the Incorporator hereinafter named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, does make and file these Articles of Incorporation, hereby declaring and certifying the facts herein stated are true, and, accordingly, has hereunto set her hand this 24th day of January, 2012. /s/ Sandra L. Miller ----------------------------------- Sandra L. Miller Sole Incorporator for Resident Agents of Nevada, Inc. STATE OF NEVADA ) ) SS. COUNTY OF CARSON ) 4
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT In the matter of Pingify International Inc., I, Sandra L. Miller on behalf of Resident Agents of Nevada, Inc., with address at 711 S. Carson St. Suite 4, Carson City, Nevada 89701, hereby accept the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090. Furthermore, that the mailing address for the above registered office is 711 S. Carson St. Suite 4, Carson City, Nevada 89701. IN WITNESS WHEREOF, I hereunto set my hand this 24th day of January, 2012. /s/ Sandra L. Miller ----------------------------------- Sandra L. Miller for Resident Agents of Nevada, Inc. 5

Exhibit 3.2

                                     BYLAWS
                                       OF
                           PINGIFY INTERNATIONAL INC.

                                   ARTICLE 1.
                                    OFFICERS

1.1 BUSINESS OFFICE

     The principal business office ("principal office") of the corporation shall
be  located  at any  place  either  within  or  without  the  state of Nevada as
designated in the corporation's most current Annual Report filed with the Nevada
Secretary of State.  The corporation may have such other offices,  either within
or without the State of Nevada,  as the Board of Directors  may  designate or as
the business of the  corporation  may require from time to time. The corporation
shall maintain at its principal office a copy of certain  records,  as specified
in Section 2.14 of Article 2.

1.2 REGISTERED OFFICE

     The registered office of the corporation shall be located within Nevada and
may be, but need not be,  identical  with the  principal  office,  provided  the
principal office is located within Nevada.  The address of the registered office
may be changed from time to time by the Board of Directors.

                                   ARTICLE 2.
                                  SHAREHOLDERS

2.1 ANNUAL SHARHOLDER MEETING

     The  annual  meeting of the  shareholders  shall be held on the 24th day of
January,  each year,  beginning  with 2011, at the hour of 1 o'clock p.m., or at
such other  time on such  other day  within  such month as shall be fixed by the
Board  of  Directors,  for  the  purpose  of  electing  directors  and  for  the
transaction  of such other  business as may come before the meeting.  If the day
fixed for the annual  meeting  shall be a legal  holiday in the State of Nevada,
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the  shareholders,  or at nay subsequent  continuation

                                       1

after adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient. 2.2 SPECIAL SHAREHOLDER MEETINGS Special meetings of the shareholders, for any purpose or purposes described in the notice of meeting, may be called by the president, or by the Board of Directors, and shall be called by the president at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote on any issue at the meeting. 2.3 PLACE OF SHAREHOLDER MEETINGS The Board of Directors may designate any place, either within or without the State of Nevada, as the place for any annual or any special meeting of the shareholders, unless by written consent, which may be in the form of waivers of notice or otherwise, all shareholders entitled to vote at the meeting designate a different place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made by either the Board of Directors or unanimous action of the voting shareholders, the place of meeting shall be the principal office of the corporation in the State of Nevada. 2.4 NOTICE OF SHAREHOLDER MEETINGS (a) Required Notice Written notice stating the place, day and hour of any annual or special shareholder meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, the Board of Directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareholder entitled by the laws of the State of Nevada governing corporations (the "Act") or the Articles of Incorporation to receive notice of the meeting. Notice shall be deemed to be effective at the earlier of: (1) When deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid; (2) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by 2
or on behalf of the addressee; (3) when received; or (4) 5 days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address, provided in writing by the shareholder, which is different from that shown in the corporation's current record of shareholders. (b) Adjourned Meeting If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. But if a new record date for the adjourned meeting is, or must be fixed (see Section 2.5 of this Article 2) then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.4, to those persons who are shareholders as of the new record date. (c) Waiver of Notice A shareholder may waive notice of the meeting (or any notice required by the Act, Articles of Incorporation, or Bylaws), by a writing signed by the shareholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes of filing with the corporate records. A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to consideration of the matter when it is presented. 3
(d) Contents of Notice The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this Section 2.4(d), or as provided in the corporation's articles, or otherwise in the Act, the notice of an annual shareholder meeting need not include a description of the purpose or purposes for which the meeting is called. If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles requiring shareholder approval); (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all, or substantially all of the corporation's property; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and be accompanied by, respectively, a copy or summary of the: (a) articles of amendment; (b) plan of merger or share exchange; and (c) transaction for disposition of all, or substantially all, of the corporation's property. If the proposed corporate action creates dissenters' rights, as provided in the Act, the dissenters' rights, and must be accompanied by a copy of relevant provisions of the Act. If the corporation issues, or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to all the shareholders the number of shares authorized or issued, and the consideration received with or before the notice of the next shareholder meeting. Likewise, if the corporation indemnifies or advances expenses to an officer or director, this shall be reported to all the shareholders with or before notice of the next shareholder meeting. 2.5 FIXING OF RECORD DATE For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the date on which the particular action requiring such determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive a share dividend or distribution. The record date for determination of such shareholders shall be at the close of business on: 4
(a) With respect to an annual shareholder meeting or any special shareholder meeting called by the Board of Directors or any person specifically authorized by the Board of Directors or these Bylaws to call a meeting, the day before the first notice is given to shareholders; (b) With respect to a special shareholder meeting demanded by the shareholders, the date the first shareholder signs the demand; (c) With respect to the payment of a share dividend, the date Board of Directors authorizes the share dividend; (d) With respect to actions taken in writing without a meeting (pursuant to Article 2, Section 2.12, the first date any shareholder signs a consent; and (e) With respect to a distribution to shareholders, (other than one involving a repurchase or reacquisition of shares), the date the Board of Directors authorizes the distribution. When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date has been fixed, the record date shall be the date the written notice of the meeting is given to shareholders. 2.6 SHAREHOLDER LIST The officer or agent having charge of the stock transfer books for shares of the corporation shall, at least ten (10) days before each meeting of shareholders, make a complete record of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list must be arranged by class or series of shares. The shareholder list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting. The list shall be available at the corporation's principal office or at a place in the 5
city where the meeting is to be held, as set forth in the notice of meeting. A shareholder, his agent, or attorney is entitled, on written demand, to inspect and, subject to the requirements of Section 2.14 of this Article 2, to copy the list during regular business hours and at his expense, during the period it is available for inspection. The corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time. 2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. If a quorum exists, a majority vote of those shares present and voting at a duly organized meeting shall suffice to defeat or enact any proposal unless the Statutes of the State of Nevada, the Articles of Incorporation or these Bylaws require a greater-than-majority vote, in which event the higher vote shall be required for the action to constitute the action of the corporation. 2.8 INCREASING EITHER QUORUM OR VOTING REQUIREMENTS For purposes of this Section 2.8, a "supermajority" quorum is a requirement that more than a majority of the votes of the voting group be present to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of the affirmative votes of a voting group at a meeting. The Shareholders, but only if specifically authorized to do so by the Articles of Incorporation, may adopt, amend, or delete a Bylaw which fixes a "supermajority" quorum or "supermajority" voting requirement. 6
The adoption or amendment of a Bylaw that adds, changes, or deletes a "supermajority" quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then if effect or proposed to be adopted, whichever is greater. A Bylaw that fixes a supermajority quorum or voting requirement for shareholders may not be adopted, amended, or repealed by the Board of Driectors. 2.9 PROXIES At all meetings of shareholders, a shareholder may vote in person, or vote by written proxy executed in writing by the shareholder or executed by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No Proxy shall be valid after eleven (11) months from the date of its execution unless otherwise specifically provided in the proxy or coupled with an interest. 2.10 VOTING OF SHARES Unless otherwise provided in the articles, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without the transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the Court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares are transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred. 7
Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares 2.11 CORPORATION'S ACCEPTANCE OF VOTES (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) the shareholder is an entity, as defined in the Act, and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been 8
presented with respect to the vote, consent, waiver or proxy appointment; (4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) the shares are held in the name of two or more persons as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Section 2.11 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. (e) Corporation action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. 2.12 INFORMAL ACTION BY SHAREHOLDERS Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by shareholders holding a majority of the shares entitled to vote with respect to the subject matter 9
thereof, unless a "supermajority" vote is required by these Bylaws, in which case a "supermajority" vote will be required. Such consent shall be delivered to the corporation secretary for inclusion in the minute book. A consent signed under this section has the effect of a vote at a meeting and may be described as such in any document. 2.13 VOTING FOR DIRECTORS Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. 2.14 SHAREHOLDERS' RIGHTS TO INSPECT CORPORATE RECORDS Shareholders shall have the following rights regarding inspection of corporate records: (a) Minutes and Accounting Records - The corporation shall keep, as permanent records, minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation. The corporation shall maintain appropriate accounting records. (b) Absolute Inspection Rights of Records Required at Principal Office - If a shareholder gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy, he, or his agent or attorney, has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office: (1) its Articles of Incorporation and all amendments to them currently in effect; (2) its Bylaws or restated Bylaws and all amendments to them currently in effect; 10
(3) resolutions adopted by its Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years; (5) all written communications to shareholders within the past three years, including the financial statements furnished for the past three years to the shareholders; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Nevada Secretary of State. (c) Conditional Inspection Right - In addition, if a shareholder gives the corporation a written demand, made in good faith and for a proper purpose, at least five business days before the date on which he wishes to inspect and copy, describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected to his purpose, a shareholder of a corporation, or his duly authorized agent or attorney, is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation: (1) excerpts from minutes of any meeting of the Board of Directors; records of any action of a committee of the Board of Directors on behalf of the corporation; minutes of any meeting of the shareholders; and records of action take by the shareholders or Board of Directors without a meeting, to the extent not subject to inspection under paragraph (a) of this Section 2.14; (2) accounting records of the corporation; and 11
(3) the record of shareholders (compiled no earlier than the date of the shareholder's demand). (d) Copy Costs - The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, to be paid by the shareholder on terms set by the corporation, covering the costs of labor and material incurred in making copies of any documents provided to the shareholder. (e) "Shareholder" Includes Beneficial Owner - For purposes of this Section 2.14, the term "shareholder" shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf. 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS (a) The corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year, unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements for the shareholders must also be prepared on that basis. (b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) stating his reasonable belief that the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with statements prepared for the preceding year. 12
(c) A corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest financial statements. 2.16 DISSENTERS' RIGHTS Each shareholder shall have the right to dissent from and obtain payment for his shares when so authorized by the Act, Articles of Incorporation, the Bylaws, or a resolution of the Board of Directors. 2.17 ORDER OF BUSINESS The following order of business shall be observed at all meetings of the shareholders, as applicable and so far as practicable: (a) Calling the roll of officers and directors present and determining shareholder quorum requirements; (b) Reading, correcting and approving of minutes of previous meeting; (c) Reports of officers; (d) Reports of Committees; (e) Election of Directors; (f) Unfinished business; (g) New business; and (h) Adjournment. 13
ARTICLE 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS Unless the Articles of Incorporation have dispensed with or limited the authority of the Board of Directors by describing who will perform some or all of the duties of a Board of Directors, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the Board of Directors. 3.2 NUMBER, TENURE AND QUALIFICATIONS OF DIRECTORS Unless otherwise provided in the Articles of Incorporation, the authorized number of directors shall be not less than 1 (minimum number) nor more than 9 (maximum number). The initial number of directors was established in the original Articles of Incorporation. The number of directors shall always be within the limits specified above, and as determined by resolution adopted by the Board of Directors. After any shares of this corporation are issued, neither the maximum nor minimum number of directors can be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by a duly adopted amendment to the Articles of Incorporation duly approved by a majority of the outstanding shares entitled to vote. Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified, or until there is a decrease in the number of directors. Unless required by the Articles of Incorporation, directors do not need to be residents of Nevada or shareholders of the corporation. 3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. (If permitted by Section 3.7, any regular meeting may be held by telephone). 3.4 SPECIAL MEETING OF THE BOARD OF DIRECTORS Special meetings of the Board of Directors may be called by or at the request of the president or any one director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special 14
meeting of the Board of Directors or, if for holding any special meeting of the Board of Directors or, if permitted by Section 3.7, any special meeting may be held by telephone. 3.5 NOTICE OF, AND WAIVER OF NOTICE OF, SPECIAL MEETINGS OF THE BOARD OF DIRECTORS Unless the Articles of Incorporation provide for a longer or shorter period, notice of any special meeting of the Board of Directors shall be given at least two days prior thereto, either orally or in writing. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of: (1) when received; (2) five days after deposited in the United States mail, addressed to the director's business office, with postage thereon prepaid; or (3) the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. Notice may also be given by facsimile and, in such event, notice shall be deemed effective upon transmittal thereof to a facsimile number of a compatible facsimile machine at the director's business office. Any director may waive notice of any meeting. Except as otherwise provided herein, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Unless required by the Articles of Incorporation or the Act, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.6 DIRECTOR QUORUM A majority of the number of directors fixed, pursuant to Section 3.2 of this Article 3, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless the Articles of Incorporation or the Act require a greater number for a quorum. Any amendment to this quorum requirement is subject to the provisions of Section 3.8 of this Article 3. 15
Once a quorum has been established at a duly organized meeting, the Board of Directors may continue to transact corporate business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. 3.7 ACTIONS BY DIRECTORS The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors, unless the Articles of Incorporation or the Act requires a greater percentage. Any amendment which changes the number of directors needed to take action is subject to the provisions of Section 3.8 of this Article 3. Unless the Articles of Incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. Minutes of any such meeting shall be prepared and entered into the records of the corporation. A director participating in a meeting by this means is deemed to be present in person at the meeting. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within 24 hours after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 3.8 ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT FOR THE BOARD OF DIRECTORS For purposes of this Section 3.8, a "supermajority" quorum is a requirement that more than a majority of the directors in office constitute a quorum; and a "supermajority" voting requirement is one which requires the vote of more than a majority of those directors present at a meeting at which a quorum is present to be the act of the directors. A Bylaw that fixes a supermajority quorum or supermajority voting requirement may be amended or repealed: 16
(1) if originally adopted by the shareholders, only by the shareholders (unless otherwise provided by the shareholders); or (2) if originally adopted by the Board of Directors, either by the shareholders or by the Board of Directors. A Bylaw adopted or amended by the shareholders that fixes a supermajority quorum or supermajority voting requirement for the Board of Directors may provide that it ay be amended or repealed only by a specified vote of either the shareholders or the Board of Directors. Subject to the provisions of the preceding paragraph, action by the Board of Directors to adopt, amend, or repeal a Bylaw that changes the quorum or voting requirements for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. 3.9 DIRECTOR ACTION WITHOUT A MEETING Unless the Articles of Incorporation provide otherwise, any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the directors sign a written consent describing the action taken. Such consents shall be filed with the records of the corporation. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a vote at a duly noticed and conducted meeting of the Board of Directors and may be described as such in any document. 3.10 REMOVAL OF DIRECTORS The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the Articles of Incorporation provide that directors may only be removed for cause. If cumulative voting is not authorized, a director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal. 17
3.11 BOARD OF DIRECTOR VACANCIES Unless the Articles of Incorporation provide otherwise, if a vacancy occurs on the Board of Directors, excluding a vacancy resulting from an increase in the number of directors, the director(s) remaining in office shall fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If a vacancy results from an increase in the number of directors, only the shareholders may fill the vacancy. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled by the Board of Directors before the vacancy occurs, but the new director may not take office until the vacancy occurs. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. 3.12 DIRECTOR COMPENSATION Unless otherwise provided in the Articles of Incorporation, by resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 3.13 DIRECTOR COMMITTEES (a) Creation of Committees Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors. (b) Selection of Members The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all 18
the directors in office when the action is taken, or (2) the number of directors required by the Articles of Incorporation to take such action. (c) Required Procedures Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this Article 3 apply to committees and their members. (d) Authority Unless limited by the Articles of Incorporation or the Act, each committee may exercise those aspects of the authority of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee. Provided, however, a committee may not: (1) authorizes distributions to shareholders; (2) approve or propose to shareholders any action that the Act requires be approved by shareholders; (3) fill vacancies on the Board of Directors or on any of its committees; (4) amend the Articles of Incorporation; (5) adopt, amend, or repeal Bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (8) authorize or approve the issuance or sale, or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors. 19
ARTICLE 4. OFFICERS 4.1 DESIGNATION OF OFFICERS The officers of the corporation shall be a president, a secretary, and a treasurer, each of whom shall be appointed by the Board of Directors. Such other officers and assistant officers as may be deemed necessary, including any vice-presidents, may be appointed by the Board of Directors. The same individual may simultaneously hold more than one office in the corporation. 4.2 APPOINTMENT AND TERM OF OFFICE The officers of the corporation shall be appointed by the Board of Directors for a term as determined by the Board of Directors. If no term is specified, they shall hold office until the first meeting of the directors held after the next annual meeting of shareholders. If the appointment of officers is not made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until his successor has been duly appointed and qualified, until his death, or until he resigns or has been removed in the manner provided in Section 4.3 of this Article 4. The designation of a specified term does not grant to the officer any contract rights, and the Board of Directors can remove the officer at any time prior to the termination of such term. Appointment of an officer shall not of itself create any contract rights. 4.3 REMOVAL OF OFFICERS Any officer may be removed by the Board of Directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4.4 PRESIDENT The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall generally supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He may sign, with the 20
secretary or any other proper officer of the corporation thereunto duly authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The president shall generally perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. 4.5 VICE-PRESIDENT If appointed, in the absence of the president or in the event of the president's death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. If there is no vice-president, then the treasurer shall perform such duties of the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation the issuance of which have been authorized by resolution of the Board of Directors. A vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. 4.6 SECRETARY The secretary shall (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of any seal of the corporation and, if there is a seal of the corporation, see that it is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the corporation; (e) keep a register of the post office address of each shareholder, as provided to the secretary by the shareholders; (f) sign with the president, or vice-president, certificates for shares of the corporation, the issuance of which has been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) generally perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. 21
4.7 TREASURER The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as may be selected by the Board of Directors; and (c) generally perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS The assistant secretaries, when authorized by the Board of Directors, may sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which has been authorized by a resolution of the Board of Directors. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, generally, shall perform such duties as may be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors. 4.9 SALARIES The salaries of the officers, if any, shall be fixed from time to time by the Board of Directors. 22
ARTICLE 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES 5.1 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Unless otherwise provided in the Articles of Incorporation, the corporation shall indemnify any individual made a party to a proceeding because he is or was an officer, director, employee or agent of the corporation against liability incurred in the proceeding, all pursuant to and consistent with the provisions of NRS 78.751, as amended from time to time. 5.2 ADVANCE EXPENSES FOR OFFICERS AND DIRECTORS The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation as they are incurred and in advance of the final deposition of the action, suit or proceeding, but only after receipt by the corporation of an undertaking by or on behalf of the officer or director on terms set by the Board of Directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. 5.3 SCOPE OF INDEMNIFICATION The indemnification permitted herein is intended to be to the fullest extent permissible under the laws of the State of Nevada, and any amendments thereto. ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 CERTIFICATES FOR SHARES (a) Content Certificates representing shares of the corporation shall at minimum, state on their face the name of the issuing corporation; that the corporation is formed under the laws of the State of Nevada; the name of the person to whom issued; the certificate number; class and par value of shares; and the designation of the series, if any, the certificate represents. The form of the certificate shall be as 23
determined by the Board of Directors. Such certificates shall be signed (either manually or by facsimile) by the president or a vice-president and by the secretary of an assistant secretary and may be sealed with a corporate seal or a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified. (b) Legend as to Class or Series If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) must be summarized on the front or back of the certificate indicating that the corporation will furnish the shareholder this information on request in writing and without charge. (c) Shareholder List The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. (d) Transferring Shares All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms as the Board of Directors may prescribe, including indemnification of the corporation and bond requirements. 24
6.2 REGISTRATION OF THE TRANSFER OF SHARES Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation. In order to register a transfer, the record owner shall surrender the share certificate to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the owner, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.3 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED The Board of Directors may impose restrictions on the transfer or registration of transfer of shares, including any security convertible into, or carrying a right to subscribe for or acquire shares. A restriction does not affect shares issued before the restriction as adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. A restriction on the transfer or registration of transfer of shares may be authorized: (1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; or (3) for any other reasonable purpose. A restriction on the transfer or registration of transfer of shares may: (1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; 25
(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section 6.3 and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. 6.4 ACQUISITION OF SHARES The corporation may acquire its own shares and unless otherwise provided in the Articles of Incorporation, the shares so acquired constitute authorized but unissued shares. If the Articles of Incorporation prohibit the reissue of shares acquired by the corporation, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the Articles of Incorporation, which amendment shall be adopted by the shareholders, or the Board of Directors without shareholder action (if permitted by the Act). The amendment must be delivered to the Secretary of State and must set forth: (1) the name of the corporation; (2) the reduction in the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares. 26
ARTICLE 7. DISTRIBUTIONS 7.1 DISTRIBUTIONS The Board of Directors may authorize, and the corporation may make distributions (including dividends on its outstanding shares) in the manner and upon the terms and conditions provided by law. ARTICLE 8. CORPORATE SEAL 8.1 CORPORATE SEAL The Board of Directors may adopt a corporate seal which may be circular in form and have inscribed thereon any designation, including the name of the corporation, Nevada as the state of incorporation, and the words "Corporate Seal." ARTICLE 9. EMERGENCY BYLAWS 9.1 EMERGENCY BYLAWS Unless the Articles of Incorporation provide otherwise, the following provisions shall be effective during an emergency, which is defined as a time when a quorum of the corporation's directors cannot be readily assembled because of some catastrophic event. During such emergency: (a) Notice of Board Meetings Any one member of the Board of Directors or any one of the following officers: president, any vice-president, secretary, or treasurer, may call a meeting of the Board of Directors. Notice of such meeting need be given only to those directors whom it is practicable to reach, any may be given in any practical manner, including by publication and radio. Such notice shall be given at least six hours prior to commencement of the meeting. 27
(b) Temporary Directors and Quorum One or more officers of the corporation present at the emergency board meeting, as is necessary to achieve a quorum, shall be considered to be directors for the meeting, and shall so serve in order of rank, and within the same rank, in order of seniority. In the event that less than a quorum (as determined by Section 3.6 of Article 3) of the directors are present (including any officers who are to serve as directors for the meeting), those directors present (including the officers serving as directors) shall constitute a quorum. (c) Actions Permitted To Be Taken The Board of Directors, as constituted in paragraph (b), and after notice as set forth in paragraph (a), may: (1) Officers' Powers Prescribe emergency powers to any officer of the corporation; (2) Delegation of Any Power Delegate to any officer or director, any of the powers of the Board of Directors; (3) Lines of Succession Designate lines of succession of officers and agents, in the event that any of them are unable to discharge their duties; (4) Relocate Principal Place of Business Relocate the principal place of business, or designate successive or simultaneous principal places of business; (5) All Other Action Take any other action which is convenient, helpful, or necessary to carry on the business of the corporation. 28
ARTICLE 10. AMENDMENTS 10.1 AMENDMENTS The Board of Directors may amend or repeal the corporation's Bylaws unless: (1) the Articles of Incorporation or the Act reserve this power exclusively to the shareholders, in whole or part; or (2) the shareholders, in adopting, amending, or repealing a particular Bylaw, provide expressly that the Board of Directors may not amend or repeal that Bylaw; or (3) the Bylaw either establishes, amends or deletes a "supermajority" shareholder quorum or voting requirement, as defined in Section 2.8 of Article 2. Any amendment which changes the voting or quorum requirement for the Board of Directors must comply with Section 3.8 of Article 3, and for the shareholders, must comply Section 2.8 of Article 2. The corporation's shareholders may also amend or repeal the corporation's Bylaws at any meeting held pursuant to Article 2. CERTIFICATE OF THE SECRETARY I hereby certify that I am the Secretary of Pingify International Inc. and that the forgoing Bylaws, consisting of twenty-nine (29) pages, constitutes the code of Pingify International Inc. as duly adopted by the Board of Directors of the Corporation on this 24th day of January, 2012. IN WITNESS WHEREOF, I have hereunto subscribed my name this 24th day of January, 2012. ---------------------------------- Secretary 29

Exhibit 5.1

Efrem A. Rosenfeld, Esq.      ROSENFELD BAUMAN     Michael "Nick" Niarchos, Esq.
Frederick C. Bauman, Esq.        & FORBES          Bryan Murray, Esq.
Sheri Ann Forbes, Esq.


February 14, 2012

PINGIFY INTERNATIONAL INC.
711 S. Carson St, Suite 4
Carson City, NV 89701
Attn: Jason Gray, President

Ladies and Gentlemen:

As counsel for the Company, I have examined the Company's articles of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of law I have deemed relevant for the purpose of
this opinion.

I have also, as counsel for the Company, examined the Registration Statement
(the "Registration Statement") of the Company on Form S-1, covering the
registration under the Securities Act of 1933 of 25,000,000 shares of the
Company's common stock, $.001 par value, of the Company (the "Common Stock").

My review has also included the form of prospectus for the issuance of such
securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good
standing under the laws of the State of Nevada, with corporate power to conduct
its business as described in the Registration Statement.

2. The Company has an authorized capitalization of 75,000,000 shares of Common
Stock and no shares of Preferred Stock.

3. The shares of Common Stock currently issued and outstanding are duly and
validly issued, fully paid and non-assessable, pursuant to the corporation law
of the State of Nevada.

4. The shares of Common Stock offered in the Registration Statement, when
issued, shall be duly and validly issued, fully paid and non-assessable,
pursuant to the corporate law of the State of Nevada.

This opinion includes my opinion on Nevada law including the Nevada
Constitution, all applicable provisions of Nevada statutes, and reported
judicial decisions interpreting those laws.



             401 N. Buffalo Dr., Suite 100, Las Vegas, Nevada 89145
              Phone 702.386.8637 Fax 702.385.3025 www.lawrosen.com

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. I hereby consent to the use of my opinion as herein set forth as an exhibit to the Registration Statement and to the inclusion of this opinion in the Registration Statement. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K. Very truly yours, ROSENFELD BAUMAN & FORBES By /s/ Frederick C. Bauman ---------------------------------- Frederick C. Bauman 401 N. Buffalo Dr., Suite 100, Las Vegas, Nevada 89145 Phone 702.386.8637 Fax 702.385.3025 www.lawrosen.com

Exhibit 10.1

                             SUBSCRIPTION AGREEMENT
                                       FOR
                           PINGIFY INTERNATIONAL INC.

                         COMMON STOCK ($.005 PER SHARE)

Persons interested in purchasing common stock of Pingify International Inc. must
complete and return this Subscription Agreement along with their check, money
order or bank draft payable to: Pingify International Inc. ("the Issuer" and
"the Company").

Subject only to acceptance hereof by the Issuer, in its discretion, the
undersigned hereby subscribes for the number of common shares and at the
aggregate subscription price set forth below.

An accepted copy of this Agreement will be returned to the Subscriber as a
receipt, and the physical stock certificate will be delivered to each Investor
within thirty (30) days of the Close of this Offering.

     SECURITIES OFFERED - The Company is offering a total of 25,000,000 shares
of its common stock (par value $.001 per share) at a price of $.005 per share.
There is no minimum subscription amount.

     SUBSCRIPTION - In connection with this subscription the undersigned hereby
subscribes to the number of common shares shown in the following table.


NUMBER OF COMMON SHARES = _________________

Multiply by Price of Shares x $.005 per Share

Aggregate Subscription Price = $_________________

Check or money order shall be made payable to Pingify International Inc.

In connection with this investment in the Company, I represent and warrant as
follows:

a)   Prior to tendering payment for the shares, I received a copy of and read
     your prospectus dated ______________, 201___.

b)   I am a bona fide resident of the state of _____________________________ or
     ______ a non-US resident.

c)   The Issuer and the other purchasers are relying on the truth and accuracy
     of the declarations, representations and warranties herein made by the
     undersigned. Accordingly, the foregoing representations and warranties and
     undertakings are made by the undersigned with the intent that they may be
     relied upon in determining his/her suitability as a purchaser. Investor
     agrees that such representations and warranties shall survive the
     acceptance of Investor as a purchaser.

Please register the Shares, which I am purchasing in the following name(s): -------------------------------------------------------------------------------- As (check one) __Individual __Tenants in Common __Existing Partnership __Joint Tenants __Corporation __Trust __IRA __Minor with adult custodian under the Uniform Gift to Minors Act For the person(s) who will be registered shareholder(s): ----------------------------------- ----------------------------------- Signature of Subscriber Signature of Co-Subscriber ----------------------------------- ----------------------------------- Name of Subscriber (Printed) Name of Co-Subscriber (Printed) ----------------------------------- ----------------------------------- Address Address of Co-Subscriber ----------------------------------- ----------------------------------- Address Address of Co-Subscriber ACCEPTED BY: Pingify International Inc., a Nevada Corporation By: -------------------------------- Date: ------------------------------- Officer

Exhibit 10.2

                                   ASSIGNMENT

     I, Jason Gray, whose full post office address is 11139 - 157 ave, Edmonton,
AB, T5X 4V1,  Canada,  in  consideration  of $0 (no comparable  value known) and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledge do assign to PINGIFY  INTERNATIONAL  INC., whose full postal
office is Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave.  Edmonton,  AB.,
T5J 3R8, Canada,  all my interest in the United States,  Canada and in all other
countries in and to the domains PINGIFY.COM and PINGIFY.NET and ALL RELATED PING
ME!  SOFTWARE CODE; and hereby covenant and agree to do all such lawful acts and
things  and  to  execute  without  further  consideration  such  further  lawful
assignments,  documents, assurances,  applications, and other instruments as may
reasonable  be  required  by said  assignee,  its  successors,  assigns or legal
representatives,  to obtain any and all Letters  Patent for said  invention  and
vest  the   same  in  said   assignee,   its   successors,   assigns   or  legal
representatives.

     I, JASON GRAY, whose full post office address is 11139 - 157 ave, Edmonton,
AB, T5X 4V1,  Canada,  in  consideration  of $0 (no comparable  value known) and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledge do assign to PINGIFY  INTERNATIONAL  INC., whose full postal
office is Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave.  Edmonton,  AB.,
T5J 3R8, Canada,  all my interest in the United States,  Canada and in all other
countries in and to my invention  relating to a REAL TIME ONLINE  SEARCHING,  as
fully  described and claimed in my United States  provisional  application for a
patent for such invention, filed JULY 26, 2011, Serial No. 61/511,687,  together
with the entire right, title and interest in and to said applications, the right
to claim priority therefrom under the International Convention,  and any and all
Letters  Patent which may issue or be re-issued  for said  invention to the full
end of the term for which each said  Letters  Patent may be granted;  and hereby
authorize the issuance to said  assignee of any and all said Letters  Patent not
already issued as the assignee of the entire right, title and interest in and to
the same, for the sole use and benefit of said assignee, its successors, assigns
or legal  representatives;  and hereby  covenant and agree to do all such lawful
acts and things and to execute without further consideration such further lawful
assignments,  documents, assurances,  applications, and other instruments as may
reasonable  be  required  by said  assignee,  its  successors,  assigns or legal
representatives,  to obtain any and all Letters  Patent for said  invention  and
vest  the   same  in  said   assignee,   its   successors,   assigns   or  legal
representatives.


Signed at ____________________________ this ______ day of ________________, 2012


/s/                                          /s/ Jason Gray
--------------------------------             --------------------------------
WITNESS                                      Jason Gray

Exhibit 23.1

February 10, 2012

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

U.S. Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We hereby consent to the incorporation and use in this Registration Statement of
Pingify International,  Inc. on Form S-1 of our audit report, dated February 10,
2012 relating to the accompanying  balance sheet as of January 31, 2012, and the
related  statements of  operations,  stockholder's  equity,  and cash flows from
inception  (January 24, 2012)  through  January 31, 2012,  which appears in such
Registration Statement.

We also consent to the reference to our Firm under the title "Interests of Named
Experts and Counsel" in the Registration Statement S-1 and this Prospectus.

De Joya Griffith & Company, LLC


/s/ De Joya Griffith & Company, LLC
----------------------------------------------
Henderson, NV
February 10, 2012

Exhibit 99.1

[LETTERHEAD OF THE UNITED STATES PATENT AND TRADEMARK OFFICE]


APPLICATION     FILING or    GRP ART   F1L FEE       ATTY.       TOT        IND
  NUMBER       371(c) DATE    UNIT      REC'D      DOCKET NO.   CLAIMS    CLAIMS
  ------       -----------    ----      -----      ----------   ------    ------
61/511,687      07/26/2011               110     86603-172 ADB

                                                           CONFIRMATION NO. 2928

23529                                                      FILING RECEIPT

ADE & COMPANY INC.
2157 Henderson Highway
WINNIPEG, MB R2G1P9
CANADA

                                                         Date Mailed: 08/08/2011

Receipt is acknowledged of this provisional patent  application.  It will not be
examined  for  patentability  and will  become  abandoned  not later than twelve
months after its filing date. Any correspondence concerning the application must
include the following identification  information:  the U.S. APPLICATION NUMBER,
FILING DATE,  NAME OF APPLICANT,  and TITLE OF INVENTION.  Fees  transmitted  by
check or draft are subject to collection. Please verify the accuracy of the data
presented on this receipt.  If an error is noted on this Filing Receipt,  please
submit a written request for a Filing Receipt Correction.  Please provide a copy
of this Filing Receipt with the changes noted thereon. If you received a "Notice
to File Missing Parts" for this  application,  please submit any  corrections to
this Filing Receipt with your reply to the Notice.  When the USPTO processes the
reply  to  the  Notice,   the  USPTO  will  generate   another   Filing  Receipt
incorporating the requested corrections

Applicant(s)           Jason Gray, Vancouver, CANADA;
Power of Attorney:     Adrian Battison-31726

If Required, Foreign Filing License Granted: 08/03/2011

The country code and number of your priority application,  to be used for filing
abroad under the Paris Convention, is US 61/511,687

Projected  Publication  Date:  None,  application  is not eligible for pre-grant
publication

Non-Publication Request:   No

Early Publication Request: No
 ** SMALL ENTITY **

Title     Real Time Online Searching

               PROTECTING YOUR INVENTION OUTSIDE THE UNITED STATES

Since the rights granted by a U.S.  patent extend only  throughout the territory
of the United  States and have no effect in a foreign  country,  an inventor who
wishes  patent  protection  in  another  country  must  apply  for a patent in a
specific country or in regional patent offices.  Applicants may wish to consider
the filing of an international  application under the Patent  Cooperation Treaty
(PCT). An  international  (PCT)  application  generally has the same effect as a
regular national patent application in each PCT-member country.  The PCT process
simplifies  the filing of patent  applications  on the same  invention in member
countries, but does not result in a grant of "an international


                                   page 1 of 3

patent" and does not eliminate the need of applicants to file additional documents and fees in countries where patent protection is desired. Almost every country has its own patent law, and a person desiring a patent in a particular country must make an application for patent in that country in accordance with its particular laws. Since the laws of many countries differ in various respects from the patent Jaw of the United States, applicants are advised to seek guidance from specific foreign countries to ensure that patent rights are not lost prematurely. Applicants also are advised that in the case of inventions made in the United States, the Director of the USPTO must issue a license before applicants can apply for a patent in a foreign country. The filing of a U.S. patent application serves as a request for a foreign filing license. The application's filing receipt contains further information and guidance as to the status of applicant's license for foreign filing. Applicants may wish to consult the USPTO booklet, "General Information Concerning Patents" {specifically, the section entitled "Treaties and Foreign Patents") for more information on timeframes and deadlines for filing foreign patent applications. The guide is available either by contacting the USPTO Contact Center at 800-786-9199, or it can be viewed on the USPTO website at http://www.uspto.gov/web/offices/pac/doc/general/index.html. For information on preventing theft of your intellectual property (patents, trademarks and copyrights), you may wish to consult the U.S. Government website, http://www.stopfakes.gov. Part of a Department of Commerce initiative, this website includes self-help "toolkits" giving innovators guidance on how to protect intellectual property in specific countries such as China, Korea and Mexico. For questions regarding patent enforcement issues, applicants may call the U.S. Government hotline at 1-866-999-HALT (1-866-999-4158). LICENSE FOR FOREIGN FILING UNDER Title 35, United States Code, Section 184 Title 37, Code of Federal Regulations, 5.11 & 5.15 GRANTED The applicant has been granted a license under 35 U.S.C. 184, if the phrase "IF REQUIRED, FOREIGN FILING LICENSE GRANTED" followed by a date appears on this form. Such licenses are issued in all applications where the conditions for issuance of a license have been met, regardless of whether or not a license may be required as set forth in 37 CFR 5.15. The scope and limitations of this license are set forth in 37 CFR 5.15(a) unless an earlier license has been issued under 37 CFR 5.15(b). The license is subject to revocation upon written notification. The date indicated is the effective date of the license, unless an earlier license of similar scope has been granted under 37 CFR 5.13 or 5.14. This license is to be retained by the licensee and may be used at any time on or after the effective date thereof unless it is revoked. This license is automatically transferred to any related applications(s) filed under 37 CFR 1.53(d). This license is not retroactive. The grant of a license does not in any way lessen the responsibility of a licensee for the security of the subject matter as imposed by any Government contract or the provisions of existing laws relating to espionage and the national security or the export of technical data. Licensees should apprise themselves of current regulations especially with respect to certain countries, of other agencies, particularly the Office of Defense Trade Controls, Department of State (with respect to Arms, Munitions and Implements of War (22 CFR 121-128)); the Bureau of Industry and page 2 of 3
Security, Department of Commerce (15 CFR parts 730-774); the Office of Foreign Assets Control, Department of Treasury (31 CFR Parts 500+) and the Department of Energy. NOT GRANTED No license under 35 U.S.C. 184 has been granted at this time, if the phrase "IF REQUIRED, FOREIGN FILING LICENSE GRANTED" DOES NOT appear on this form. Applicant may still petition for a license under 37 CFR 5.12, if a license is desired before the expiration of 6 months from the filing date of the application. If 6 months has lapsed from the filing date of this application and the licensee has not received any indication of a secrecy order under 35 U.S.C. 181, the licensee may foreign file the application pursuant to 37 CFR 5.15(b). page 3 of 3