As filed with the Securities and Exchange Commission on July 29, 2011
Registration No. 333-   


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM S-1
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
eCampusCash Inc.
(Exact name of registrant as specified in its charter)
 
NEVADA
 
7379
 
27-3204290
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code)
 
(IRS Employer Identification Number)
 
 
eCampusCash Inc.
4445 Overland Ave.
Culver City CA 90230
800-385-3602
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
Copies to:
   
Robert J. Zepfel
Bimal Raj Merchant, Esq.
Haddan & Zepfel LLP
Merchant Law Firm PLLC
500 Newport Center Drive, Suite 580
1400 E. Southern Avenue, Suite 620
Newport Beach, CA 92660
Tempe, Arizona 85282
Phone: (949) 706-6000
Phone: (480) 347-1250
Fax: (949) 706-6060
Fax: (480) 347-1201

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. þ
  
If this Form is filed to register additional Class A Common Stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed under Rule 462(c) of 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 under Rule 462(d) of 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. o
 
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. o
  
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 o
Accelerated filer
 o
Non-accelerated filer
 o
Smaller reporting company
 þ
 


 
 

 
 
  CALCULATION OF REGISTRATION FEE
 
Securities
To Be Registered
 
Amount To Be
Registered
   
Offering Price
Per Share
   
Aggregate Offering
Price
   
Registration
Fee
 
Class A Common Stock (1):
   
20,000,000
   
$
.50
   
$
10,000,000
 
 
$
1,161.00
 
 
(1)  
Estimated solely for the purpose of calculating the registration fee required by Section 6(B) of the Securities Act and computed pursuant to Rule 457(o) under the Securities Act.
 
No exchange or over-the-counter market exists for our shares.  The offering price was established by management and does not reflect market value, assets or any established criteria of valuation.
 
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.

 
 

 
 
Prospectus
 
eCampusCash Inc.
20,000,000 Shares of Class A Common Stock
 
This is the initial public offering of the Class A Common Stock of eCampusCash Inc.  We are registering a total of 20,000,000 shares (the “Shares”) of our Class A Common Stock for sale.  There is no minimum number of shares that must be sold by us for the offering to proceed, and any proceeds from the sale of  shares will be immediately available to us. There is no minimum number of shares required to be purchased by each investor.  The offering of shares by the Company is being made on a self-underwritten, “best efforts” basis, and the shares will be sold on our behalf by our officers. They will not receive any commissions or proceeds from the offering for selling the shares on our behalf. All of the shares being registered for sale will be sold at a price per share of $.50 per share for the duration of the offering.  
 
We will attempt to have the shares quoted on the Over the Counter-Bulletin Board (“OTCBB”), operated by FINRA (the Financial Industry Regulatory Authority).  There is no assurance that the Shares will ever be quoted on the Bulletin Board.  To be quoted on the Bulletin Board, a market maker must apply to make a market in our Class A Common Stock.  As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.
 
The shares being offered by the Company will be offered for a period of two hundred and seventy (270) days from the original effective date of this Prospectus, unless extended by our directors for an additional 90 days.  

eCampusCash Inc. is a development stage company and currently has limited business operations.  Any investment in the Shares offered herein involves a high degree of risk.  You should only purchase Shares if you can afford a complete loss of your investment.  Our independent auditors have issued an audit opinion for eCampusCash Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
 
Before investing, you should carefully read this prospectus and, particularly, the risk factors section, beginning on page 4, including information regarding penny stock rules, to which our stock will be subject.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The date of this prospectus is ____________________.

 
 

 
 
TABLE OF CONTENTS
 
 
Page No.
Cautionary Statement Regarding Forward-Looking Statements  1
   
Prospectus Summary
1
   
The Offering  2
   
Summary Financial Data
3
   
Risks Factors
4
   
Use of Proceeds
  11
   
Plan of Distribution
11
   
Business 12 
   
Management 16 
   
Executive Compensation 18 
   
Security Ownership of Certain Beneficial Owners and Management 19 
   
Dilution
20
   
Management's Discussion and Analysis of Financial Condition and Results of Operations
20
   
Description of Capital Stock
  24
   
Certain Transactions   25
   
Interest of Named Experts and Counsel
25
   
Legal Matters
25
   
Experts
25
   
Index to Financial Statements
F-1

 
 

 
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
 
Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Such factors include those discussed in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as those discussed elsewhere in this prospectus. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. 

PROSPECTUS SUMMARY
 
The following summary highlights material information found in more detail elsewhere in the Prospectus. It does not contain all of the information you should consider. As such, before you decide to buy shares of our Class A Common Stock, in addition to the following summary, we urge you to carefully read the entire Prospectus, especially the risks of investing in our Class A Common Stock as discussed under "Risk Factors." In this Prospectus, the terms "we," "us," "our," and "Company" refer to eCampusCash Inc., a Nevada corporation.  "Class A Common Stock" refers to the Class A Common Stock, par value $0.001 per share, of eCampusCash Inc.  
 
The Company. eCampusCash Inc. is a localized e-commerce coupon marketplace focused on college campuses and surrounding areas. We connect local merchants to college students, faculty and employees by allowing them to offer goods and services at a discount.  We have generated limited revenues since our inception on August 9, 2010.During our first fiscal period ended March 31, 2011, we had no revenues and a net loss of $109,699.  We had a stockholders' deficit accumulated during the development stage of $90,699 as of March 31, 2011. We have budgeted the need for at least $205,000 of additional funding during the next 12 months to continue our business operations, pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission (assuming the Registration Statement, of which this Prospectus is a part, is declared effective) and conduct our business activities as planned, and such funding may not be able to be raised on favorable terms, if at all.  We believe we can continue our operations for approximately the next 9 months if no additional financing is raised, with loans to us from shareholders and from our President, Kishore Mamillapalli.   If we are unable to raise sufficient working capital, we will be restricted in the implementation of our business plan.  If this were to happen, the value of our securities would diminish and we may be forced to change our business plan.   If we raise an adequate amount of working capital to implement our business plan, we anticipate incurring net losses until we obtain a sufficient number of customers to support our expenses and startup costs, if ever. Our principal executive offices are located at 4445 Overland Ave., Culver City, California 90230, and our telephone number is 800-385-3602.
 
We have no history of revenues, have experienced losses since inception, have had only limited operations, and have been issued a “going concern” opinion by our auditors.  We rely upon the sale of our securities and interim loans from our shareholders to fund operations; however, there can be no assurance that either of these sources of financing will be available in the near future, if at all.  
 
The Business. We developed and launched a college-oriented, internet-based coupon service after performing our pilot launch in the Southern California area. Our premise is that existing options for coupon services around college campuses are insufficient and unable to achieve market penetration among internet savvy college students. We believe that only a fraction of the target market is aware of coupons currently available, and many of those rarely utilize them because of poor distribution and functionality. Aside from general market coupons, coupons directed to college students are traditional paper booklets or poorly functioning websites.  With almost all American college students spending a substantial portion of their time online, we plan to capitalize on this by establishing a simple, yet powerful, website for them to log onto in order to find local deals around their college campus.

Our product can change daily to provide our members with constant discounts and coupons that are timely and useful.  We allow our advertisers to continuously update and refine their coupons and advertising as they receive ongoing critical feedback from their users/members. In this way, our advertisers are able to monitor usage and trends, and react by modifying coupons, discounts and advertising to better address their markets.
 
 
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This is a summary and the information is selective. It does not contain all information that may be important to you. The summary highlights the more detailed information and financial statements appearing elsewhere in this document. It is only a summary. We urge you to read the entire prospectus carefully.  
  
THE OFFERING
 
The following is a brief summary of this offering:

Class A Common Stock offered:
20,000,000
Class A Common Stock to be outstanding after this offering (if 20,000,000 shares are sold)
 
54,427,668
Class B Common Stock to be outstanding after this offering
5,000,000
Total Shares of Common Stock to be outstanding after this offering
59,427,668
 
Offering price per share
 
We will sell our shares at $.50 per share.
     
Termination of the Offering   The offering will conclude when all of the 20,000,000 shares of Class A Common Stock have been sold. In any event, the offering shall be terminated no later than 270 days from the effective date of the Registration Statement of which this Prospectus is a part.
     
Use of Proceeds   We expect our net proceeds from this offering will be approximately $9,950,000, assuming sale of all 20,000,000 shares of Class A Common Stock offered in this Prospectus. To the extent that fewer than 20,000,000 shares are sold, the net proceeds will be reduced. We plan to use the net proceeds to us from this offering for working capital and other general corporate purposes, which may include the acquisition of other businesses, products or technologies; however, we do not have any commitments for any acquisitions at this time. See "Use of Proceeds."
     
Risk Factors
 
You should read the "Risk Factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A Common Stock.
 
 
2

 
 
SUMMARY FINANCIAL DATA
 
The following table provides summary financial statement data as of the period from inception (August 9, 2010) through March 31, 2011.  The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period.  The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus, and the statements and related notes included in this prospectus.
 
Balance Sheet Data:
 
As of March 31, 2011
 
    
     
Cash
  $ 7,021  
Total Assets
  $ 217,274  
Total Liabilities
  $ 307,973  
Total Stockholders’ (Deficit)
  $ (90,699 )
Accumulated Deficit
  $ (109,699 )
 
Summary Operating Data:
 
Inception (August 9, 2010) to March 31, 2011
 
       
Total Revenue
  $ -0-  
Research and Development Expenses
  $ (97,821
General and Administrative Expenses   $ (11,878 )
Total Net Loss
  $ (109,699 )
Basic & Diluted Net Loss Per Share
  $ (0.10 )
 
 
 
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RISK FACTORS
 
An investment in our Class A Common stock involves a high degree of risk. You should carefully consider the risks described below and all of the other information contained in this prospectus before deciding whether to purchase our Class A Common Stock. Our business, prospects, financial condition or operating results could be materially adversely affected by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our Class A Common Stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing the risks described below, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding to purchase any shares of our Class A Common Stock.
 
RISKS ASSOCIATED WITH OUR COMPANY AND OUR BUSINESS:
 
1.  We need to continue as a going concern if our business is to succeed. If we do not, we will go out of business.
 
Our independent accountant's report to our audited financial statements for the period ended March 31, 2011 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon obtaining adequate financing to pay our liabilities.  If we are not able to continue as a going concern, it is likely investors will lose their investments.
 
2.  As a start-up or development stage company, an investment in eCampusCash Inc is a high risk investment and you could lose your entire investment.
 
We have only recently commenced operations and, therefore, we are considered a "start-up" or "development stage" company. We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated developmental expenses, advertising and marketing costs, employment costs, and programming expenses. We cannot assure you that our proposed business plan as described in this prospectus will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire investment.
 
3.  We require additional financing to survive. If we do not obtain additional financing, our business will fail.
 
Our current operating funds are less than necessary to complete all intended objectives in our 12 month plan of operations, and therefore we will need to obtain additional financing in order to complete our business plan. As of March 31, 2011, we had cash in the amount of $7,021. Through that date we generated no revenues.  
 
Our business plan calls for a substantial amount of capital for the development of our website as well as an effective marketing campaign.  We do not currently have sufficient funds to fulfill these objectives and require additional financing in order to fully execute our business plan. We will also require additional financing if the projected costs of the 12 month plan of operations is greater than anticipated.
 
We will require additional financing to sustain our business operations if we are not successful in earning revenues once we initiate our business plan and our initial marketing campaign is complete.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business model and general market conditions.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.  
 
The most likely source of future funds presently available to us is through this offering and possible future sales of equity capital. Any sale of equity capital will result in dilution to existing shareholders.  

4.  The success of the Company depends heavily on Kishore Mamillapalli and his relationships in the industry.
 
The success of the Company will depend on the abilities of Kishore Mamillapalli, our President, Chief Executive Officer, and Director, and Douglas K. Haustein, our Chief Operating Officer, to generate business from their existing contacts and relationships.  The loss of Mr. Mamillapalli or Mr. Haustein would have a material adverse effect on the business, results of operations (if any) and financial condition of the Company.  In addition, the loss of Mr.  Mamillapalli or Mr. Haustein may force the Company to seek a replacement or replacements, who may have less experience, fewer contacts, or less understanding of the business.  Further, we can make no assurances that we will be able to find a suitable replacement for Mr.  Mamillapalli or Mr. Haustein, which could force the Company to curtail its operations and/or cause any investment in the Company to become worthless. 
 
 
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We do not have “key person” insurance coverage for the loss of Mr.  Mamillapalli or Mr. Haustein. The departure of Mr. Mamillapalli or Mr.  Haustein could have negative adverse effects on our business and cause it to fail.  
 
5. We may incur significant costs to ensure compliance with U.S. corporate governance and accounting requirements, and we may not be able to absorb such costs.

We may incur significant costs associated with the reporting requirements for a public company, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

6. The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.
 
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements, such as those imposed by Sarbanes-Oxley Act of 2002. Our management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining of internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment in our company.  
 
7.  Kishore Mamillapalli will continue to exercise substantial control over the Company after this offering, which may conflict with your interests.
 
The Company has two classes of Common Stock outstanding, Class A and Class B, and each share of Class B Common Stock has 100 votes per share. Kishore Mamillapalli, the President of the Company, beneficially owns all 5,000,000 shares of Class B Common Stock and 21,501,000 shares of Class A Common Stock. Accordingly, at present Kishore Mamillapalli controls over 97% of the voting power of the corporation. Even if the Company were to sell all 20,000,000 shares offered, Mr.  Mamillapalli will continue to control over 94% of the voting power. As a result of this stock ownership, Kishore Mamillapalli will continue to control the vote on all matters submitted to a vote of our shareholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of significant corporate transactions. This consolidation of voting power could also delay, deter or prevent a change in control of eCampusCash Inc. that might be otherwise beneficial to shareholders. 
 
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8.  We lack an operating history and we expect to have losses in the future.
 
We have no significant 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 following:
 
 
a)
our ability to establish and maintain a functional website;
 
b)
our ability to attract and retain advertisers;
 
c)
our ability to attract college students and others to our website;
 
d)
competition from other coupon providers, both traditional and on the internet; and
 
e)
our ability to attract suitable employees.
 
Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the setting up and initial marketing of our company. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
 
9.  Our industry is highly competitive.
 
The Company expects competition to intensify in the future. The Company expects to compete with numerous advertising and coupon companies already existing in the marketplace, many of which have substantially greater financial, managerial and other resources than those presently available to the Company  Many well-established companies are focusing significant resources on building and establishing coupon concepts that currently compete and will compete with the Company's business in the future.  The Company can make no assurance that it will be able to effectively compete with other coupon websites or that competitive pressures, including possible downward pressure on the coupon industry as a whole, will not arise. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial condition.

Our newest business initiative, eCampusCash Deals, will compete directly with Groupon, LivingSocial and similar “daily deal” services, although it will be focused solely on merchants around college campuses. These competitors have a significant advantage due to their capitalization and early market penetration.

10. Our business may be seasonal.  

As our primary focus is on college students, our business may be subject to the academic year, generally September to June. As many colleges have very limited operations during the summer months, merchants in college towns may be unwilling to subscribe to our service during these periods. This would adversely impact our revenues for these periods.

11. If we fail to retain subscribers or acquire new subscribers, our revenue and business will be harmed.

We expect to spend significant amounts to acquire subscribers. We must continue to retain and acquire subscribers that use our coupons in order to increase revenue and achieve profitability. We cannot assure you that the revenue or gross profit flowing from subscribers we acquire will ultimately exceed the cost of acquiring new subscribers. If consumers do not perceive our offers to be of high value and quality or if we fail to introduce new and more relevant deals, we may not be able to acquire or retain subscribers. If we are unable to acquire new subscribers who use our coupons in numbers sufficient to grow our business, or if subscribers cease to use our coupons, our customers (the merchants) may no longer advertise with us.

We believe that many of our new subscribers will originate from word-of-mouth and other referrals from existing subscribers, and therefore we must ensure that our existing subscribers remain loyal to our service in order to continue receiving those referrals. If our efforts to satisfy our existing subscribers are not successful, we may not be able to acquire new subscribers in sufficient numbers to continue to grow our business or we may be required to incur significantly higher marketing expenses in order to acquire new subscribers. A significant decrease in the level of usage or subscriber growth would have an adverse effect on our business, financial condition and results of operations.
 
 
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12.  If we fail to retain existing merchants or add new merchants, our revenue and business will be harmed.

We depend on our ability to attract and retain merchants that are prepared to offer products or services on compelling terms through our marketplace. We do not have long-term arrangements to guarantee the availability of coupons that offer attractive quality, value and variety to consumers. We must continue to attract and retain merchants in order to increase revenue and achieve profitability. If new merchants do not find our marketing and promotional services effective, or if existing merchants do not believe that utilizing our products provides them with a long-term increase in customers, revenues or profits, they may stop offering coupons through our marketplace. In addition, we may experience attrition in our merchants in the ordinary course of business, resulting from several factors, including losses to competitors, merchant closures or bankruptcies. If we are unable to attract new merchants in numbers sufficient to grow our business, or if too many merchants are unwilling to offer products or services with compelling terms through our marketplace, our revenues will be adversely affected.
 
If our efforts to market, advertise and promote products and services from our existing merchants are not successful, or if our existing merchants do not believe that utilizing our services provides them with a long-term increase in customers, revenues or profits, we may not be able to retain or attract merchants in sufficient numbers to grow our business or we may be required to incur significantly higher marketing expenses or accept lower fees from merchants in order to attract new business. A significant increase in merchant attrition or decrease in merchant growth would have an adverse effect on our business, financial condition and results of operation.

13.  We rely on email and other messaging services to market our coupons, and any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive messages could adversely affect our revenue and business.

Our business will be highly dependent upon email and other messaging services. Coupons and deals offered through emails and other messages sent by us, or on our behalf by our affiliates, generate a substantial portion of our business. Because of the importance of email and other messaging services to our businesses, if we are unable to successfully deliver emails or messages to our subscribers or potential subscribers, or if subscribers decline to open our emails or messages, our revenue and profitability would be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of, emails or other messages could also materially and adversely impact our business. From time to time, internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in the inability of email marketers to successfully deliver email messages or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

14. Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites, so any significant disruption in service on our websites could result in a loss of subscribers or merchants.

Subscribers access our deals through our websites. Our reputation and ability to acquire, retain and serve our subscribers are dependent upon the reliable performance of our websites and the underlying network infrastructure. As our subscriber base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network capacity and computing power. We expect to spend substantial amounts on equipment and related network infrastructure to handle the traffic on our websites and applications. The operation of these systems is expensive and complex and could result in operational failures. In the event that our subscriber base or the amount of traffic on our websites and applications grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our websites and applications, and prevent our subscribers from accessing our services. A substantial portion of our network infrastructure is hosted by third-party providers. Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential subscribers and merchants, which could harm our operating results and financial condition.
 
 
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Risks Relating To the Company’s Securities and the Offering
 
15. We may never pay any dividends to shareholders.
 
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
 
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
 
16. The offering price of the Class A Common Stock was determined solely by the Company.

The offering price was determined by our Board of Directors, without any third party valuation or appraisal, and therefore should not be used as an indicator of the future market price of the Class A Common Stock. Therefore, the offering price bears no relationship to our actual value, and may make our shares difficult to sell.
 
17. You will experience dilution of your ownership interest because of past and future issuance of additional shares of our common stock.

Because our existing investors paid substantially less than the initial public offering price when they purchased their shares, new investors will incur immediate and substantial dilution in their investment.
 
Investors purchasing shares of Class A common stock in this offering will incur immediate and substantial dilution in net tangible book value per share because the price that new investors pay will be substantially greater than the net tangible book value per share of the shares acquired. This dilution is due in large part to the fact that our existing investors paid substantially less than the initial public offering price when they purchased their shares of Class A common stock. In addition, upon the completion of this offering, there will be options to purchase 13,000,000 shares of our Class A common stock outstanding, based on the number of options outstanding on June 30, 2011. To the extent such options are exercised in the future, there will be further dilution to new investors.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are currently authorized to issue an aggregate of 125 million shares of capital stock, consisting of 95 million shares of Class A Common Stock, 5 million shares of Class B Common Stock, and 25 million shares of Preferred Stock.  As a result, our Board of Directors has the ability to issue a large number of additional shares of Class A Common Stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.  

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes.

18. Our Class A Common Stock is considered a penny stock, which may be subject to restrictions on marketability, so you may not be able to sell your shares.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
 
 
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Penny stocks generally are 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). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

19. There is no assurance of a public market or that our common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
 
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

20.  State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell shares.
 
Secondary trading in our Class A Common Stock may not be possible in any state until the Class A Common Stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the Class A Common Stock in any particular state, the Class A Common Stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Class A Common Stock, the liquidity for the Class A Common Stock could be significantly impacted.
 
21.  Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our shareholders have limited protections against interested director transactions, conflicts of interest and similar matters.
 
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges, and the Nasdaq Stock Market as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
 
Because our directors are not independent directors, we do not currently have independent audit or compensation committees. As a result, our directors have the ability to, among other things, determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.
 
 
9

 
 
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, Directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and Executive Officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

22. The shares offered by the Company through this offering will be sold without an underwriter and we may be unable to sell any shares.   

This offering is being conducted on a “best-efforts” basis, 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.  There is no minimum number of shares that must be sold for the offering to proceed.
 
23.  There is no public market for our securities at present. If there is a market for our securities in the future, such market may be volatile and illiquid.
 
There is currently no public market for our Class A Common Stock. In the future, we hope to quote our securities on the Over-The-Counter Bulletin Board (“OTCBB”). If there is a market for our Class A Common Stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:
 
(1)
actual or anticipated variations in our results of operations;
(2)
our ability or inability to generate new revenues;
(3)
the number of shares in our public float;
(4)
increased competition; and
(5)
conditions and trends in the market for internet-based coupons.
 
Furthermore, if our Class A Common Stock becomes quoted on the OTCBB in the future, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations, may adversely affect the market price of our Class A Common Stock.  Additionally, moving forward we anticipate having a limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our Class A Common Stock.  Further, due to the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, ask and closing prices) will be entirely arbitrary, will not relate to the actual value of the Company, and will not reflect the actual value of our Class A Common Stock.  Shareholders and potential investors in our Class A Common Stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our Class A Common Stock value, but should instead determine the value of our Class A Common Stock based on the information contained in the Company's public reports, industry information, and those business valuation methods commonly used to value private companies.
 
 
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24.  If our Class A Common Stock is not approved for quotation on the OTC Bulletin Board, our Class A Common Stock may not be publicly traded, which could make it difficult to sell shares.
 
In order to have our Class A Common Stock quoted on the OTCBB, we will need to first have this Registration Statement declared effective; then engage a market maker to file a Form 15c2-11 with the Financial Industry Regulatory Authority ("FINRA"); and clear FINRA comments to obtain a trading symbol on the OTCBB. Assuming we clear SEC comments and assuming we clear FINRA comments, we anticipate receiving a trading symbol and having our shares of Class A Common Stock quoted on the OTCBB in approximately one (1) to two (2) months after the effectiveness of this Registration Statement. In the event we are unable to have this Registration Statement declared effective by the SEC or our Form 15c2-11 is not approved by the FINRA, we plan to file a 15c2-11 to quote our shares of Class A Common Stock on the Pink Sheets. If we are not cleared to have our securities quoted on the OTCBB and/or in the event we fail to obtain effectiveness of this Registration Statement, and are not cleared for trading on the Pink Sheets, there will be no public market for our Class A Common Stock and it could be difficult for our then shareholders to sell their shares of Class A Common Stock. As a result, the value of our Class A Common Stock will likely be less than it would otherwise, due to the difficulty shareholders may have in selling their shares. If we are unable to obtain clearance to quote our securities on the OTCBB and/or the Pink Sheets, it will be difficult for us to raise capital and we could be forced to curtail or abandon our business operations, and as a result, the value of our Class A Common Stock could become worthless.

25. We will have broad discretion in using our net proceeds from this offering, and the benefits from our use of the proceeds may not meet investors' expectations.

Our management will have broad discretion over the allocation of our net proceeds from this offering as well as over the timing of their use without shareholder approval. We have not yet determined how the net proceeds of this offering to be received by us will be used, other than for working capital and other general corporate purposes. As a result, investors will be relying upon management's judgment with only limited information about our specific intentions for the use of our net proceeds from this offering. Our failure to apply these proceeds effectively could cause our business to suffer.
 
USE OF PROCEEDS
 
We estimate that our net proceeds from the sale of the Class A Common Stock offered by us will be approximately $9,950,000, assuming sale of all 20,000,000 shares offered by the Company. If only 5,000,000 shares are sold, we anticipate that the net proceeds will be approximately $2,450,000.   

We intend to use the net proceeds to us from this offering for working capital, marketing, and other general corporate purposes, which may include the acquisition of other businesses, products or technologies; however, we do not have any commitments for any acquisitions at this time. We will have broad discretion in the way we use the net proceeds. Pending use of the net proceeds as described above, we intend to invest the net proceeds in money market funds and investment grade debt securities.
 
PLAN OF DISTRIBUTION

Shares Offered by the Company

This is a self-underwritten, or “best-efforts” offering.  This Prospectus permits our officers and directors to sell the shares being offered by the Company 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 through a broker or dealer.  Our officers and directors will sell the shares and intend to offer them to friends, family members and business acquaintances, among others.  In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

The officers and directors will not register as broker-dealers 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 an issuer's securities and not be deemed to be a broker-dealer.

 
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Terms of the Offering

The shares of Class A Common Stock will be sold at the fixed price of $.50 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 commenced on the date the registration statement was declared effective (which also serves as the date of this Prospectus) and continues for a period of 270 days, unless we extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us.

This offering has no minimum and, as such, we will be able to expend any of the proceeds received by us immediately 

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 or certified funds to us.  Subscriptions, once received by the Company, are irrevocable.  
 
BUSINESS
 
Introduction
 
eCampusCash Inc. is a localized e-commerce coupon marketplace focused on college campuses and surrounding areas. We connect local merchants to college students, faculty and employees by allowing them to offer goods and services at a discount. We developed and launched a nationwide college-oriented, internet-based coupon service after performing our pilot launch in the Southern California area. Our premise is that existing options for coupon services around college campuses are insufficient and unable to achieve market penetration among internet- savvy college students. We believe that only a fraction of the target market is aware of coupons currently available, and many of those rarely utilize them because of poor distribution and functionality. Aside from general market coupons, coupons directed to college students are traditional paper booklets or poorly functioning websites.  With almost all American college students spending a substantial portion of their time online, we plan to capitalize on this by establishing a simple, yet powerful, website for them to log onto in order to find local deals around their college campus.  Our objective is to become an essential part of everyday local commerce for students and local merchants.

Our product can change daily to provide our members with constant discounts and coupons that are timely and useful.  We allow our advertisers to continuously update and refine their coupons and advertising as they receive ongoing critical feedback from their users/members. In this way, our advertisers are able to monitor usage and trends, and react by modifying coupons, discounts and advertising to better address their markets.

Description of Our Coupon Offerings
 
eCampusCash. Our eCampusCash coupons are offered over our website, ecampuscash.com, and through email messages and cell phone text messages. Our service offers free discounts from local businesses near college campuses. These coupons can be redeemed for discounts on items such as dinners, pizza, clothes, books and more. A member visiting our website just locates his or her school from a drop-down menu, searches for deals from favorite businesses and restaurants, and can text or print as many coupons as desired. The member can print them and pass them out (or text them) to friends, broadening the potential distribution.
 
Our product offers both printable and SMS text message coupons, and we are currently developing our own iPhone app.  SMS coupons are part of our “green” effort to reduce paper waste, an approach very popular on college campuses.
 
Our product offers simple and robust search features. A student looking for pizza in his college town  simply types in the word “pizza” on the page devoted to his college, and coupons from various pizzerias appear. This is unlike traditional college coupon books, in which the student has to look manually through each offer. We offer instant results with our innovative system, which can provide online menus, a virtual tour, and maps and directions. If a student doesn’t see his favorite pizza place, we have a “Demand It Now” feature, which we respond to by approaching the merchant to offer discounts based on demonstrated demand.
 
 
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eCampusCash Deals. We are currently developing a separate, but complementary, program named “eCampusCash Deals.” eCampusCash Deals is a “daily deal” program in which subscribers receive, by email or text message, a “daily deal” with a very limited time availability. Similar to Groupon or LivingSocial, but targeted to students at a particular college, eCampusCash Deals will sell the student a coupon for specific goods or services at heavily discounted prices. A typical deal might offer a $10 coupon that can be redeemed for $20 in value at a restaurant, bookstore, yogurt shop, printshop, yoga studio, hair salon or other local merchant. Students purchase coupons from us and redeem them with our merchants. Our plan is to receive the revenue directly from the student, and then pay an agreed upon percentage of the purchase price to the featured merchant.
 
Attracting Merchants
 
 As all of our revenues come from merchants, we are focused on offering them a targeted, low-cost advertising medium. Generally, merchants pay us a fixed monthly fee to post coupons on our website. (A separate fee is required for each campus, with volume discounts available for multi-campus advertisers.)  To encourage first-time advertisers, we offer the merchants free a 30 day trial to evaluate our service and gauge consumer response.
 
A merchant who utilizes our service is entitled to post unlimited coupons on our website, and to modify the coupons (e.g. goods or services covered, discounts, other conditions) on a real-time basis to react to consumer behavior. Our website includes a simple, easy-to-use “coupon creator” feature so advertisers can design coupons simply and easily by merely uploading their logo and offering details. By entering a username and password, the merchant can instantly modify coupon offerings to tailor them to demand, local events, other advertising and to address consumer response.
 
We plan to solicit local merchants to participate in the eCampusCash program principally through the use of commissioned sales representatives. We plan to assign a specific marketing area to each sales representative, designating a precise geographic location surrounding a college. The representative will be permitted to solicit businesses in the assigned areas, and will receive commissions based on the businesses signed up.
 
Once a sales representative has signed up a merchant, the sales representative will assist the business owner in inputting the business’ information, and the system will create a temporary user ID and password. An e-mail then is sent to the business owner confirming the signup and instructing him or her to change the temporary password immediately. The sales representatives can also enter in the payment information for a business, if provided, or send a business an invoice. Each business will have a 30 day free trial. Upon request from the business owner, the  sales representative  can assist the owner in uploading logos and business information and  creating their first coupons, using the same easy-to-use coupon creator that the business will have available thereafter by entering their username and password. Sales representatives will be able to track all offers that have been generated by their businesses, and will be able “up sell” the businesses into premium features.
 
Marketing

Our principal target market is college students.  While some students struggle to make ends meet, the majority of college students come from relatively affluent families and have significant disposable income. The typical college student is in his or her mid-twenties, either lives at home or on campus, and has a job. Many students no longer expect to complete college in four consecutive years, and many fluctuate between full-time and part-time study over a period of five to seven years. In general, the older the student, the more disposable income he or she generally has. Much of this can be explained by the changing demographics of today’s students, as less than half of college students are aged 18-21.

College students tend to be savvy, capable and influential consumers, balancing the rising cost of tuition with a work ethic, spending a fair portion of their considerable discretionary income on food and technology products, and holding considerable sway over the purchasing decisions of their peers. They depend heavily on Internet sources in choosing products and services.
 
 
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We market through several platforms: email, our websites, our mobile applications and social networks. We also plan to utilize various online affiliates to display and promote our deals on their websites, although we have no arrangements in place as of yet. We also plan to use customer loyalty and reward programs to build brand loyalty and provide customers with incentives to act on the “daily deals” offered on eCampusCash Deals. We intend to intensively cross-market between eCampusCash.com and eCampusCash Deals.

Although the focus of our marketing is on college students, we believe our products will appeal to others in the college community, including college faculty and employees.
 
Email.    Our eCampusCash Deals program will be marketed principally be email and text message. Subscribers will receive a single email or text each day, with a full description of the deal, and may contains links to other offerings within a subscriber's market. A subscriber who clicks on a deal within the daily email is directed to our website to learn more about the deal and to purchase the coupon.
 
Websites.  Visitors are prompted to register as a subscriber when they first visit our website and thereafter use the website as a portal for coupons and our featured daily deals. Our website will also provide opportunities to engage with other subscribers.
 
Mobile Applications.    Consumers can also access our deals through our mobile applications, which are (or soon will be) available on most wireless phone platforms. These applications will enable consumers to browse, purchase, manage and redeem deals on their mobile devices.
 
Social Networks.    We plan to publish our daily deals through various social networks and our notifications are adapted to the particular format of each of these social networking platforms. Our website and mobile application interfaces enable our consumers to push notifications of our deals to their personal social networks.
 
Competition

Our eCampusCash.com operation competes with traditional offline coupon services, such as direct mail companies like Valpak and Money Mailer. With respect to coupon services targeted at college campuses, we compete with College Coupons, a website-based coupon service, as well as several online and offline services targeted to specific regions or colleges.  However, we believe our nationwide focus, superior coupon technology and integration with mobile phones and social networks will allow us to compete effectively in the college market. We also compete with businesses that focus on particular merchant categories. We may also face competition from large internet and technology-based businesses, such as Facebook, Google and Microsoft, each of which have launched initiatives which may be competitive to our business.

Our eCampusCash Deals operation will compete with established “daily deals” companies like Groupon, LivingSocial and others. We believe the targeted focus of our “daily deals,” based on goods and services that appeal to college students, and the geographic focus, around college campuses, will allow us to compete effectively with these sites.

We believe the principal competitive factors in our market include the following:

   localized presence and understanding of business trends in college communities;

   breadth of subscriber base and quality of merchants featured;

   ability to deliver a high volume of relevant deals to consumers;

   ability to produce high coupon use or purchase rates for deals among subscribers; and

   ability to generate positive return on investment for merchants; and
 
 
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Virtually all of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Also, our competitors may begin targeting college campuses as a discrete marketing initiative, and develop products or services directed toward that market. Our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us.

Regulation

It is possible that the coupons issued by eCampusCash.com in its proposed eCampusCash Deals site could be considered gift cards, gift certificates, stored value cards or prepaid cards under applicable law. If so, they could be subject to, among other laws, the Credit Card Accountability, Responsibility, and Disclosure (“CARD”) Act and state laws governing gift cards, stored value cards and coupons. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. If the coupons are subject to the CARD Act, the value of the coupon must not expire before the later of (i) five years after the date on which the coupon was issued, or (ii) the coupon's expiration date (if any). One of our competitors, Groupon, is subject to several purported class actions claiming that its coupons are subject to the CARD Act.

In addition, certain states and foreign jurisdictions have requirements for disclosure and product terms and conditions, including expiration dates and permissible fees, which might apply to our coupons.  Some states and foreign jurisdictions also include gift cards under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not plan to remit any amounts relating to unredeemed eCampusCoupons, based upon our assessment of applicable laws.
 
We are or may be subject to similar laws and regulations in jurisdictions outside of the United States.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States. We have registered the trademark “eCampusCash” with the U.S. Patent and Trademark Office.
 
 Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in other countries. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.
 
 
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Companies in the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including our competitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.

Employees

As of June 30. 2011, we had two full-time employees, neither of whom is covered by a collective bargaining agreement.

Properties

Our principal executive office is located at 4445 Overland Ave., Culver City, California 90230 and our telephone number is 800-385-3602. We rent the space on a month-to-month basis at a monthly rate of $1,450.
 
MANAGEMENT
 
Executive Officers and Director
 
        The following table sets forth information about our executive officers and director:
 
Name
 
Age
 
Position
Executive Officers:
       
Kishore Mamillapalli
  39  
Chief Executive Officer
Douglas K. Haustein
  26  
Vice President and Chief Operating Officer
Director:
       
Kishore Mamillapalli
  39  
Chairman of the Board
 
Mr. Mamillapalli is a founder of the Company and has served as President and Chairman of the Board since its inception in August 2010. Between 2006 and 2009, he engaged in the food and hospitality field and supported a family owned business. Between 1998 and 2006, he worked for Farmers Insurance Company IT Group as an analyst, both as an employee and as an independent contractor. Between 1997 and 1998, he was employed by Syntel, a global provider of IT and Knowledge Process Outsourcing solutions. Between 1995 and 1996, he was employed in the IT department of Visakhapatnam Steel, one of India’s major steel producers focused on producing value-added steel, where he was involved in maintenance and development of quality assurance systems. He received a degree in Mechanical Engineering from Andhra University, one of India’s oldest premier universities, in 1994.
 
Mr. Haustein is a founder of the Company and has served as Vice President and Chief Operating Officer since November 2010. Between 1998 and 2005, he was the owner of wwffigures.com, and from September 2004 through May 2007 he was a Financial Advisor Intern with Smith Barney in New York. He is a graduate of Pace University in New York and holds a Bachelor of Business Administration degree.
 

 
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Term of Office
 
Each director serves for a term on our Board of Directors that lasts until the next annual meeting of shareholders, until his successor shall have been elected and qualified, or until his earlier resignation, death or removal from office in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.
 
Committees of the Board of Directors
 
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors, nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors. 
 
Potential Conflicts of Interest
 
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors, both of whom also serve as officers of the Company. Thus, there is an inherent conflict of interest. 
 
Director Independence
 
We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 5000(a) (19) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that Mr. Mamillapalli and Mr. Haustein are not “independent” within the meaning of such rules.
 
Involvement in Certain Legal Proceedings
 
No director, person nominated to become a director, executive officer, promoter or control person of our Company has, during the last five years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto. 
 
Shareholder Communications with the Board of Directors
 
We have not implemented a formal policy or procedure by which our shareholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of shareholders are heard by the Board of Directors, and that appropriate responses are provided to shareholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
 
 
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EXECUTIVE COMPENSATION
 
           The following table sets forth information concerning annual and long-term compensation of the Company for the fiscal year ended March 31, 2011, for its executive officers.
 
Summary Compensation Table for Fiscal Year Ended March 31, 2011
 
Name and Principal Position   Fiscal Year(1)  
Salary
($)
   
Option Awards
($)
    Non-Equity Incentive Plan Compensation    
All Other Compensation
($)
   
Total
($)
 
                                   
Kishore Mamillapalli, Chief Executive Officer
 
2011
    0       0       0       0       0  
Douglas K. Haustein, Chief Operating Officer
 
2011
    0       0       0       0       0  
 
Grants of Plan-Based Awards.  The following table sets forth certain information concerning grants of plan-based awards under our 2011 Equity Incentive Plan made during the fiscal year ended March 31, 2011 to the named executive officers:
 
Name
 
Grant Date
 
All Other Option Awards: Number of Securities Underlying Options (#)
 
Exercise or Base Price of Option Awards ($/sh)
 
Grant Date Fair Value of Stock and Option Awards
Kishore Mamillapalli
   
4/25/2011
     
10,000,000
   
$
0.001
   
$
0
 
Douglas K. Haustein
   
4/25/2011
     
3,000,000
   
$
0.001
   
$
0
 
 
Outstanding Equity Awards at Fiscal Year End.  The following table provides certain information concerning unexercised options for each named executive officer outstanding as of the end of the year ended March 31, 2011.
 
Name
 
Number of Securities Underlying Unexercised Options (#) Exercisable
 
Number of Securities Underlying Unexercised Options (#) Unexercisable
 
Option Exercise Price ($)
 
Option Expiration Date
Kishore Mamillapalli
   
0
     
10,000,000
(1)
 
$
0.001
     
9/30/2020
 
Douglas K. Haustein
   
0
     
3,000,000
(1)
 
$
0.001
     
9/30/2020
 
_________
(1) The options become exercisable as to 25% of the shares on each anniversary of the date of grant.
 
 
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Employment Agreements. We have entered into “at-will” Employment Agreements with Kishore Mamillapalli, our Chief Executive Officer, and Douglas K. Haustein, our Vice President and Chief Operating Officer. Mr. Mamillapalli’s Employment Agreement calls for an annual salary of $140,000, along with options to purchase 10,000,000 shares of Class A Common Stock at an exercise price of $.001 per share. Mr. Haustein’s Employment Agreement calls for an annual salary of $90,000, along with options to purchase 3,000,000 shares of Class A Common Stock at an exercise price of $.001 per share.
 
Director Compensation. We have not compensated our directors for their service on our Board of Directors since our inception.  There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
 
Compensation Discussion and Analysis
 
 
Director Compensation
 
Members of our Board of Directors do not currently receive any consideration for services on the Board of Directors.  
 
Executive Compensation Philosophy
 
As neither of our executive officers currently draws any compensation from us, we do not have any executive compensation program in place, except that both of our executive officers have received stock options under out Equity Incentive Plan.  Our Board of Directors reserves the right to pay our executive officers a salary, to grant equity-based compensation, and to award incentive bonuses linked to our performance, as well as to the individual executive officer’s performance.  This package may also include long-term equity-based compensation intended to align the performance of our executives with our long-term business strategies.  We do not currently anticipate paying any cash compensation to our officers until such time as we generate revenues sufficient to support our operations and planned business activities.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides certain information with respect to the beneficial ownership of our Class A Common Stock and Class B Common Stock as of June 30, 2011 by each person known to us to own more than 5% of our outstanding shares of common stock of as of June 30, 2011, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares shown. This table is based on 34,427,668 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock outstanding as of June 30, 2011.
 
Name
 
Shares of Class A Common Stock
   
Percentage
Of Class
   
Shares of Class B Common Stock
   
Percentage
Of Class
 
Kishore Mamillapalli
    21,501,000 *     62.5       5,000,000 *     100  
Douglas K. Haustein
    3,000,000       8.7       0       0  
_________
*Includes shares held by Mr. Mamillapalli’s spouse.
 
 
19

 
 
DILUTION
 
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.  As of March 31, 2011, the net tangible book value of our shares of common stock was $(300,952), or approximately $(.017) per share, based upon 18,001,000 shares outstanding. 

If all 20,000,000 shares are sold:
 
Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 59,427,668 shares to be outstanding will be $9,649,048, or approximately $.16 per share.  The amount of dilution to the shareholders acquiring shares in this offering will be $.34 per share.  The net tangible book value of the shares held by our existing shareholders will be increased by $.176 per share without any additional investment on their part.  The shareholders acquiring shares in this offering will incur an immediate dilution from $.50 per share to $.016 per share.
 
After completion of this offering, if all 20,000,000 shares are sold, the shareholders acquiring shares in this offering will own approximately 33.6% of the total number of shares of Common Stock then outstanding, for which the shareholders acquiring shares will have made cash investment of $10,000,000, or $.50 per share.  Our existing shareholders will own approximately 66.4% of the total number of shares then outstanding.

If 5,000,000 shares are sold:
 
Upon completion of this offering, in the event 5,000,000 shares are sold, the net tangible book value of the 44,427,668 shares to be outstanding will be $2,149,048, or approximately $.048 per share.  The amount of dilution to the shareholders acquiring shares in this offering will be $.452 per share.  The net tangible book value of the shares held by our existing shareholder will be increased by $.064 per share without any additional investment on their part.  The shareholders acquiring shares in this offering will incur an immediate dilution from $.50 per share to $.048 per share.
 
After completion of this offering, if 5,000,000 shares are sold, the shareholders acquiring shares in this offering will own approximately 11.25% of the total number of shares of Common Stock then outstanding, for which the shareholders acquiring shares will have made cash investment of $2,500,000, or $.50 per share.  Our existing shareholders will own approximately 88.75% of the total number of shares then outstanding.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
eCampusCash Inc. is a localized e-commerce coupon marketplace focused on college campuses and surrounding areas. We connect local merchants to college students, faculty and employees by allowing them to offer goods and services at a discount.  We are a development stage company, and have limited operations with limited revenues.
 
Our auditors have issued a “going concern” opinion. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated limited revenues.  Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investment by management of our company and certain private investors. We must raise cash to implement our project and begin our operations.
 
At present we have only one director and two officers. Our officers are responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls under the Sarbanes-Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls. Should Mr. Mamillapalli not have sufficient experience, he may be incapable of creating and implementing the controls, which may cause us to be subject to sanctions and fines by the SEC, which ultimately could cause you to lose your investment.
 
 
20

 
 
Results of Operations
 
Our business began in August 2010. Accordingly, no comparisons exist for the prior period.
 
For the period from August 9, 2010 (inception) to March 31, 2011, we had $0 in revenue. Expenses for the period totaled $109,699, resulting in a net loss of $109,699.
 
Operating Expenses
 
For the period from August 9, 2010 (inception) to March 31, 2011, operating expenses amounted to $109,699, and consisted of the following:
 
Research and development     $ 97,821  
General and administrative         11,878  
Net Loss   $ 109,699  
 
As a result of the factors described above, our net loss for the period was $109,699, or $.10 per common share. 
 
Liquidity and Capital Resources
 
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations though loans and the sale of our Class A Common Stock.
 
Our primary uses of cash have been for fees paid to third parties for the development of our products. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term: 
 
 
o
An increase in working capital requirements to finance additional product development,
 
o
Addition of administrative and sales personnel as the business grows,
 
o
Increases in advertising, public relations and sales promotions for existing and new brands as we expand within existing markets or enter new markets,
 
o
The cost of being a public company, and
 
o
Capital expenditures to add additional technology.
           
We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any other matters that would have a material impact on future operations. 
 
At March 31, 2011 we had total assets of $217,274, including cash of $7,021 and software development costs of $210,253. We had total liabilities, consisting of current liabilities, of $307,973.
 
 
21

 

The Company estimates the need for approximately $205,000 of additional funding during the next twelve months to continue our business operations and expand our operations as planned. We can provide no assurances that such funding can be raised on favorable terms, if at all. 
 
We believe we can continue our operations for approximately the next nine months if no additional financing is raised, based on a loan commitment of an additional $20,000 from our President, Kishore Mamillapalli. If we are unable to raise adequate working capital, we will continue to market our services and will continue to actively seek out additional funding for the Company’s planned expansion, but we will be restricted in the implementation of our business plan.   
 
Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.
 
Significant Accounting Policies
 
Basis of Presentation
 
The Company's financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States.  The accompanying financial statements have been prepared solely from the accounts of the Company.  
 
Development Stage Company

The Company is a development stage company and as to date has never engaged in the active conduct of a trade or business. It has not generated any revenues to date. The Company may encounter problems, delays, expenses and difficulties typically encountered in the development stage, many of which may be outside of the Company's control. These include, without limitation, unanticipated problems and additional costs relating to development, production, marketing, and competition. Management must also be successful in securing significant additional investor and/or lender financing, and general economic risk insurance. The Company expects to incur operating losses for the near future term until it starts generating a more significant amount of revenue by the end of current calendar year to break-even.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash Equivalents

The Company considers cash equivalents to be any highly liquid investments with a maturity of three months or less when purchased.

Intangible Assets

Intangible assets consist of software development costs. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
 
 
22

 

Software Development Costs

Costs incurred to internally developed computer software products or to enhance an existing product are recorded as research and development costs and expensed when incurred until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers.

The Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount which the unamortized software development costs exceed net realizable value. Capitalized and purchased computer software development costs are being amortized ratably based on the projected revenue associated with the related software or on a straight-line basis over three years, whichever method results in a higher level of amortization.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Revenue Recognition

The Company will recognize revenues when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  

Accordingly, even though the revenue is being collected in advance of the advertising period as per company policy, the Company recognizes it when earned; that is, after the advertisement period.

The Company reports revenue net of sales, and uses taxes collected from customers and remitted to governmental taxing authorities when and if applicable.

­Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  

Deferred tax assets are reduced by a valuation allowance to the extent that management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive common shares outstanding as of March 31, 2011.
 
 
23

 

Recently Issued Accounting Pronouncements
 
In January 2010, the FASB issued guidance to amend the disclosure requirements related to fair value measurements. The guidance requires the disclosure of roll forward activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance is not effective for us for the period ended March 31, 2011.  Other than requiring additional disclosures, the adoption of this new guidance will not have a material impact on our financial statements.
 
Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product are no longer within the scope of the software revenue recognition guidance, and software-enabled products are now subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. Adoption of the new guidance did not have a material impact on our financial statements. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. Adoption of the new guidance did not have a material impact on our financial statements.

DESCRIPTION OF CAPITAL STOCK
General

The following is a summary of our capital stock and provisions of our Articles of Incorporation, as amended, and our bylaws, and certain provisions of Nevada law. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amended, and our bylaws, copies of which have been or will be filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Class A and Class B Common Stock

Voting Rights.    Holders of our Class A and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to one hundred votes per share. Holders of shares of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, unless otherwise required by law. We have not provided for cumulative voting for the election of directors in our Articles of Incorporation.
 
Dividends.    Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A Common Stock and Class B Common Stock shall be entitled to share equally in any dividends that our board of directors may determine to issue from time to time. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A Common Stock shall receive Class A Common Stock, or rights to acquire Class A Common Stock, as the case may be, and the holders of Class B Common Stock shall receive Class B Common Stock, or rights to acquire Class B Common Stock, as the case may be.

 Liquidation Rights.    Upon our liquidation, dissolution or winding-up, the holders of Class A Common Stock and Class B Common Stock shall be entitled to share equally all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock.
 
 
24

 

 Conversion.    Our Class A Common Stock is not convertible into any other shares of our capital stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

Elimination of Liability in Certain Circumstances
 
Our Articles of Incorporation eliminate the liability of our directors to us or our shareholders for monetary damages resulting from breaches of their fiduciary duties as directors. Directors will remain liable for breaches of their duty of loyalty to us or our shareholders, as well as for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, and transactions from which a director derives improper personal benefit. Our Articles of Incorporation will not absolve directors of liability for payment of dividends or stock purchases or redemptions by us in violation of applicable Nevada law.
 
The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. We do not believe that this provision eliminates the liability of our directors to us or our shareholders for monetary damages under the federal securities laws. Our Articles of Incorporation and bylaws provide indemnification for the benefit of our directors and officers to the fullest extent permitted by the Nevada Revised Statutes, as amended from time to time, including most circumstances under which indemnification otherwise would be discretionary.    
 
CERTAIN TRANSACTIONS
 
In August 2010, we issued 1,000 shares of Common Stock (later reclassified as Class A Common Stock) to Mr.  Mamillapalli, an officer and director of our company, for nominal consideration. In March 2011 we issued 18,000,000 shares of Class A Common Stock (later reclassified as Class A Common Stock) to Mr. Mamillapalli for software valued at $19,000.  In April 2011, we issued 3,500,000 shares of Class B Common Stock to Mr. Mamillapalli for cancellation of indebtedness of $3,500. In addition, in April 2011, we issued 3,500,000 shares of Class A Common Stock, for $3,500, and 1,500,000 shares of Class B Common Stock, for $1,500, to Mr. Mamillapalli’s spouse.
 
In April 2011 we issued a total of 3,000,000 shares of Class A Common Stock to Mr. Haustein, an officer of our company, as compensation for services rendered.

Mr. Mamillapalli has loaned $73,749 to the Company as of March 31, 2011. The loan is due on demand, unsecured and non-interest bearing.

INTEREST OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our Class A Common Stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in our Company, except that Haddan & Zepfel LLP has received 150,000 shares of Class A Common Stock in partial compensation for services rendered. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
 
LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be passed upon for us by Haddan & Zepfel LLP, Newport Beach, California.

EXPERTS

The financial statements of eCampusCash Inc. at March 31, 2011, and for the fiscal period then ended, appearing in this Prospectus and Registration Statement have been audited by Kabani & Company, Inc., an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 
 
25

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Following this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington,  D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
 
 

 
26

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders
eCampusCash Inc.
 
We have audited the accompanying balance sheet of eCampusCash Inc. (A Development Stage Company) as of March 31, 2011, and the related statement of operations, stockholder’s equity (deficit), and cash flows for the period from August 9, 2010 (inception) through March 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.  

We conducted our audit of these statements 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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 eCampusCash Inc. as of March 31, 2011, and the results of its statement of operations, stockholder’s equity (deficit), and its cash flows for the period from August 9, 2010 (inception) through March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had incurred net losses of $109,699 for the period ended March 31, 2011. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 


Kabani & Company, Inc.

CERTIFIED PUBLIC ACCOUNTANTS
Los Angeles, California
July 27, 2011
 

 
F-1

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS ON MARCH 31, 2011

ASSETS
     
CURRENT ASSETS:
     
Cash
  $ 7,021  
         
­NON-CURRENT ASSETS:
       
­    Software development cost
    210,253  
    Total Assets
  $ 217,274  
         
LIABILITIES AND STOCKHOLDER’S DEFICIT
       
         
CURRENT LIABILITIES:
       
Accounts payable
  $ 123,424  
    Due to related parties
    80,000  
    Income tax payable
    800  
    Loan from shareholder
    73,749  
    Loan-other
    30,000  
Total Liabilities
    307,973  
         
 STOCKHOLDER’S DEFICIT:
       
Preferred stock at $0.001 par value: 25,000,000 shares authorized;
       
none issued or outstanding
    -  
Common stock-Class A at $0.001 par value: 95,000,000 shares authorized;
       
18,001,000 shares issued and outstanding
    18,001  
    Common stock-Class B at $0.001 par value: 5,000,000 shares authorized;
       
    none issued or outstanding
    -  
Additional paid-in capital
    999  
Deficit accumulated during development stage
    (109,699 )
         
Total Stockholder’s Deficit
    (90,699 )
         
Total Liabilities and Stockholder’s Deficit
  $ 217,274  
 
See accompanying notes to the consolidated financial statements.
 
F-2

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
 
NET REVENUE
  $ -  
OPERATING EXPENSES:
       
  Research and development
    97,821  
  General and administrative expenses
    11,878  
         
Total operating expenses
    109,699  
         
LOSS FROM OPERATIONS
    (109,699 )
         
INCOME TAX
    -  
         
 NET LOSS
  $ (109,699 )
         
 NET LOSS PER COMMON SHARE –
       
     Basic and Diluted*
  $ (0.10 )
         
 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING–
       
     Basic and Diluted*
    1,081,060  
 
*Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. 

See accompanying notes to the consolidated financial statements.

 
F-3

 

ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
 
    Common Stock, $0.001 Par Value     Additional
Capital
    Deficit Accumulated during the Development Stage     Total Stockholder’s Equity 
(Deficit)
 
   
Number
of Shares
    Amount              
Balance, August 9, 2010 (inception)     -     $ -     $ -     $ -     $ -  
                                         
Issuance of shares in exchange for assets – related party
    18,001,000       18,001       999       -       19,000  
                                         
 Net Loss for the period from August 9, 2010 (inception) to March 31, 2011
    -       -       -       (109,699 )     (109,699 )
                                         
Balance, March 31, 2011
    18,001,000     $ 18,001     $ 999     $ (109,699 )   $ (90,699 )
 
See accompanying notes to the consolidated financial statements.
 
 
F-4

 

ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011

 CASH FLOWS FROM OPERATING ACTIVITIES:
     
 Net Loss
 
$
(109,699
)
  
       
 Adjustments to reconcile net loss to net cash used in operating activities
       
    Accounts payable
   
    68,424
 
    Income Tax payable
   
      800 
 
 Net cash used in operating activities
   
   (40,475
)
         
 CASH FLOWS FROM INVESTING ACTIVITIES:
       
    Software Development Cost
   
(136,253
         
 Net Cash used in Investing Activities 
   
(136,253
         
 CASH FLOWS FROM FINANCING ACTIVITIES:
       
    Loan-others
   
30,000
 
    Loans from Shareholders
   
73,749
 
    Due to related parties
   
80,000
 
 Net Cash provided by Financing Activities
   
183,749
 
         
 NET INCREASE IN CASH & CASH EQUIVALENTS
   
7,021
 
  
       
CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
   
-
 
         
CASH & CASH EQUIVALENTS AT THE  END OF THE PERIOD
 
$
7,021
 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       
Cash paid for interest
 
$
-
 
Cash paid for income taxes
 
$
-
 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
       
Software development against accounts payable
 
$
55,000
 
Issuance of shares in exchange of assets – related party
 
$
19,000
 

See accompanying notes to the consolidated financial statements

 
F-5

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS
 
NOTE 1 - ORGANIZATION AND OPERATIONS

eCampusCash Inc. (the “Company”) is an advertising company that promotes the goods and services of other vendors online; specifically, discount coupons for businesses located near college campuses, which are delivered to their customers (students) online and via text messages.

eCampusCash Inc. was incorporated on August 9, 2010 in Nevada and has recently launched its campus-focused coupon-based online advertising service to a national audience.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Development Stage Company

The Company is a development stage company and as to date has never engaged in the active conduct of a trade or business. It has not generated any revenues to date. The Company may encounter problems, delays, expenses and difficulties typically encountered in the development stage, many of which may be outside of the Company's control. These include, without limitation, unanticipated problems and additional costs relating to development, production, marketing, and competition. Management must also be successful in securing significant additional investor and/or lender financing, and general economic risk insurance. The Company expects to incur operating losses for the near future term until it starts generating a more significant amount of revenue by the end of current calendar year to break-even.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash Equivalents

The Company considers cash equivalents to be any highly liquid investments with a maturity of three months or less when purchased.

 
F-6

 

ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

Intangible assets consist of software development costs. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Software Development Costs

Costs incurred to internally developed computer software products or to enhance an existing product are recorded as research and development costs and expensed when incurred until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers.

The Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount which the unamortized software development costs exceed net realizable value. Capitalized and purchased computer software development costs are being amortized ratably based on the projected revenue associated with the related software or on a straight-line basis over three years, whichever method results in a higher level of amortization.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.


 
F-7

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company will recognize revenue when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  

Accordingly, even though the revenue is being collected in advance of the advertising period as per company policy, the Company recognizes it when earned; that is, after the advertisement period.

The Company reports revenue net of sales, and uses taxes collected from customers and remitted to governmental taxing authorities when and if applicable.

­Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  

Deferred tax assets are reduced by a valuation allowance to the extent that management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive common shares outstanding as of March 31, 2011.

 
F-8

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements
 
In January 2010, the FASB issued guidance to amend the disclosure requirements related to fair value measurements. The guidance requires the disclosure of roll forward activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance is not effective for us for the period ended March 31, 2011.  Other than requiring additional disclosures, the adoption of this new guidance will not have a material impact on our financial statements.
Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product are no longer within the scope of the software revenue recognition guidance, and software-enabled products are now subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. Adoption of the new guidance did not have a material impact on our financial statements.  The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. Adoption of the new guidance did not have a material impact on our financial statements.

NOTE 3 - GOING CONCERN

The Company had incurred net losses of $109,699 for the period ended March 31, 2011. These factors raise substantial doubt about its ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which considers continuation of the Company as a going concern, which in turn is dependent upon the Company's ability to establish itself as a profitable business. Due to the start-up nature of the Company's business, the Company expects to incur losses as it expands. To date, the Company's cash flow requirements have been primarily met by equity financings of the majority stockholder and Company officers, and short-term advances of cash and extension of credit for services from prospective IPO stockholders.

 
F-9

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 - GOING CONCERN (Continued)

The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes it can generate sufficient cash flow to meet its capital requirements for at least the next twelve months. If the Company is unable to generate profits or unable to obtain additional funds for its working capital needs, it may have to cease operations. Management is devoting substantially all of its present efforts to raise capital through public offering. To meet these objectives, the Company plans to raise additional funds through private or public equity investment in order to expand the range and scope of its business operations, but there is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all. Furthermore, there is no assurance that the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations.

Management is actively seeking additional debt and/or equity financing, continuing  with development and implementation of the business plan, assessing business markets and related opportunities so that more significant  revenues can be generated, and allocating sufficient resources to continue sales representation and marketing efforts.

NOTE 4 – ACCOUNTS PAYABLE AND LOAN-OTHER

Accounts Payable

The Company recorded $123,424 in Accounts Payable as of March 31, 2011. This amount is payable to Acumen Consultancy, an IT company based in India, for website design and development services.

Loan-Other

A loan amounting to $30,000 was borrowed from a third party to meet the financial needs of the Company. The loan is non-interest bearing and payable on demand.

 
F-10

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 - EQUITY TRANSACTIONS

During the period from August 9, 2010 (inception) through March 31, 2011, the Company issued a total of 18,001,000 shares (Class A) to K. Mamillapalli, sole shareholder as of March 31, 2011, in exchange for software amounting to $19,000.

The value of the software recorded is equivalent to the purchase price paid by the shareholder for acquiring the asset.
­­
NOTE 6 – RELATED PARTY TRANSACTION

Loan from Shareholder

There is a short term loan from the sole shareholder, Mr. Kishore Mamillapalli, amounting to $73,749 as of March 31, 2011. The loan is due on demand, unsecured and non-interest bearing.

Due to Related Parties

As of March 31, 2011, the compensation to an officer (CEO and the sole shareholder of the Company) is recorded in the amount of $50,000, which is payable as of March 31, 2011.

As of March 31, 2011, the compensation to an officer (COO of the Company) is recorded in the amount of $47,475, of which $30,000 is payable as of March 31, 2011.

NOTE 7 - INCOME TAXES

No provision was made for Federal income tax. The provision for income taxes consists of the state minimum tax imposed on corporations. Through August 9, 2010, the Company incurred net operating losses for income tax purposes of approximately $702. Differences between financial statement and tax losses were $108,997 at March 31, 2011. The net operating loss carry forwards may be used to reduce taxable income through the year 2026. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry forward cannot reasonably be assured.

 
F-11

 
 
ECAMPUSCASH INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) THROUGH MARCH 31, 2011
NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 – LEASE

The office lease is a month to month lease and is rented at the rate of $750 per month.

NOTE 9 – SUBSEQUENT EVENTS
 
The Company has evaluated the subsequent events through July 14, 2011 that occurred after the balance sheet date but before the financial statements were available to be issued, for potential recognition and disclosure.

Amendment of Articles of Incorporation was filed on April 21, 2011, creating two classes of Common Stock.

Sole director approved issuance of 3,500,000 shares of Class B Common Stock to Mr. Kishore Mamillapalli (sole shareholder) on April 1, 2011. Further, 1,500,000 shares of Class B Common Stock and 3,500,000 shares of Class A Common Stock were approved to be issued to Mr. Kishore’s wife against the amount owed to Mr. Kishore (sole shareholder). Furthermore; 3,000,000 shares of Class A Common Stock were issued to Douglas Haustein (COO of the Company) as compensation for his services.

Sole director approved executive stock option plan on April 25, 2011, which approves the issuance of 10,000,000 options to purchase Class A Common Stock to Kishore Mamillapalli (sole shareholder) and 3,000,000 options to Douglas Haustein (COO of the Company). The Company issued options to Kishore Mamillapalli (sole shareholder) and Douglas Haustein as compensation for their services.

Mr. Kishore Mamillapalli (sole shareholder and director) approved equity incentive plan.

Mr. Kishore Mamillapalli (sole shareholder and director) approved 9,096,668 shares of Class A Common Stock to be issued to several parties against cash or cash equivalents.

Mr. Kishore Mamillapalli (sole shareholder and director) approved 830,000 shares to be issued to consultants against services.

Mr. Kishore Mamillapalli (sole shareholder and director) approved and signed the issuance of a promissory note in the amount of $25,000 in exchange for cash at a rate of 4% per annum payable on November 2, 2012.

Mr. Kishore (sole shareholder and director) approved and signed the issuance of 1 year convertible notes amounting to $12,500 with an interest of 4% per annum.


 
F-12

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee
 
$
1,161
 
Accounting fees and expenses
 
$
20,000
 
Legal fees and expense
 
$
20,000
 
Miscellaneous
 
$
8,839
 
Total
 
$
50,000
 

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above.
 
ITEM 14.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, 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 by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities 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 legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 
ITEM 15.   RECENT SALES OF UNREGISTERED SECURITIES
 
We were incorporated in the State of Nevada in August 2010. In connection with incorporation, we issued 1,000 shares of Common Stock to our founder, Kishore Mamillapalli. 

In March of 2011, we issued 18 million shares of Class A Common Stock and 3.5 million shares of Class B Common Stock to Kishore Mamillapalli in exchange for certain technology.

In April of 2011, we issued 1.5 million shares of Class B Common Stock to Mr.  Mamillapalli’s spouse and 15,035,000 shares of Class A Common Stock to approximately 25 private investors. Also in April 2011, we issued 250,000 shares to two law firms for services rendered.

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder. 
 
 
27

 

ITEM 16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
EXHIBIT NUMBER
 
DESCRIPTION
3.1
 
Articles of Incorporation, as amended
3.2
 
By-Laws
5.1*
 
Opinion of Haddan & Zepfel, LLP
10.1
 
Employment Agreement with Kishore Mamillapalli, dated July 1, 2011
10.2
 
Employment Agreement with Douglas K. Haustein, dated July 1, 2011
23.1
 
Consent of Kabani & Company, Inc.
23.2*
 
Consent of Haddan & Zepfel LLP (included in Exhibit 5.1, hereto)
_________
*To be filed by amendment

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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 
 
(5) 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.
 
 
28

 

SIGNATURES
 
Pursuant to the Securities Act of 1933, this registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Culver City, State of California, on July 28,2011
 
 
eCampusCash Inc.
 
     
 
By:
/s/Kishore Mamillapalli
 
   
Kishore Mamillapalli
 
   
Chief Executive Officer
 

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.
 
Signature
 
Title
 
Date
         
/s/Kishore Mamillapalli
 
Chief Executive Officer and Director
(Principal Executive, Fnancial and Accounting Officer)
 
July 28, 2011
Kishore Mamillapalli
     
         
/s/Douglas K. Haustein 
 
Vice President and Chief Operating Officer
 
July 28, 2011
Douglas K. Haustein
       

 
 
29
 

Exhibit 3.1
 
 
 
1

 
 
 
 
2

 
 
 
 
3

 
 
 
 
4

 
 
 
 
5

 
 
 
 
6

 
 
 
 
7

 
 
 
 
8

 
 
 
 
9

 
 
 
10

Exhibit 3.2
 
Bylaws
Of
eCampusCash Inc.
 
Article 1. Corporate Offices
 
        SECTION 1.1 Registered Office.
 
The registered office of the corporation shall be in the City of Las Vegas, County of Clark, State of Nevada.
 
        SECTION 1.2 Other Offices.
 
The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.
 
Article 2. Meetings Of Shareholders
 
        SECTION 2.1 Place of Meetings.
 
Meetings of shareholders shall be held at any place, either within or without the State of Nevada, as may be designated by the board of directors or in the manner provided in these bylaws.
 
        SECTION 2.2 Annual Meeting.
 
The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of shareholders shall be held on the first Tuesday of April of each year at 10:00 a.m., at the corporation’s principal executive offices. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the meeting, directors shall be elected and any other proper business may be transacted.
 
        SECTION 2.3 Special Meeting.
 
A special meeting of the shareholders may be called at any time only by the chairman of the board, by the chief executive officer, by the president or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors that the corporation would have if there were no vacancies. No business may be transacted at such special meeting otherwise than specified in such notice.
 
        SECTION 2.4 Notice of Shareholders' Meetings.
 
All notices of meetings with shareholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
 
 
1

 
 
        SECTION 2.5 Advance Notice of Shareholder Nominees and Shareholder Business.
 
Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation,
 
(i)    nominations for the election of directors, and
 
(ii)    business proposed to be brought before any shareholder meeting
 
may be made by the board of directors or proxy committee appointed by the board of directors or by any shareholder entitled to vote in the election of directors generally if such nomination or business proposed is otherwise proper business before such meeting. However, any such shareholder may nominate one or more persons for election as directors at a meeting or propose business to be brought before a meeting, or both, only if such shareholder has given timely notice in proper written form of their intent to make such nomination or nominations or to propose such business. To be timely, such shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred twenty (120) calendar days in advance of the first anniversary date of mailing of the corporation's proxy statement released to shareholders in connection with the previous year's annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the shareholder to be timely must be so received a reasonable time before the solicitation is made. To be in proper form, a shareholder's notice to the secretary shall set forth:
 
        (a)    the name and address of the shareholder who intends to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be proposed;
 
        (b)    a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
 
        (c)    if applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
 
 
2

 
 
        (d)    such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the board of directors; and
 
        (e)    if applicable, the consent of each nominee to serve as director of the corporation if so elected.
 
The chairman of the meeting may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.
 
        SECTION 2.6 Manner of Giving Notice; Affidavit of Notice.
 
Written notice of any meeting of shareholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
 
        SECTION 2.7 Quorum.
 
The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the chairman of the meeting or (ii) the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
 
        SECTION 2.8 Adjourned Meeting; Notice.
 
When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
 
 
3

 
 
        SECTION 2.9 Presiding Officer and Secretary; Conduct of Business.
 
Meetings of the shareholders shall be presided over by the chairman, or if the chairman is not present, by any vice chairman, or if the chairman or vice chairman is not present or if the corporation shall not have a chairman or vice chairman, by the chief executive officer, or if neither the chairman nor the vice chairman or chief executive officer is present, by a chairman chosen by a majority of the shareholders present at such meeting. The secretary or, in the secretary's absence, an assistant secretary shall act as secretary of every meeting, but if neither the secretary nor an assistant secretary is present, a majority of the shareholders present at such meeting shall choose any person present to act as secretary of the meeting.
 
Meetings of the shareholders generally shall follow accepted rules of parliamentary procedure subject to the following:
 
        (a)    The chairman of the meeting shall have absolute authority over the matters of procedure, and there shall be no appeal from the ruling of the chairman. If, in his or her absolute discretion, the chairman deems it advisable to dispense with the rules of parliamentary procedure as to any meeting of shareholders or part thereof, he or she shall so state and shall state the rules under which the meeting or appropriate part thereof shall be conducted.
 
        (b)    If disorder should arise which prevents the continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting, and upon so doing, the meeting will immediately be adjourned.
 
        (c)    The chairman may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.
 
        (d)    The resolution or motion shall be considered for vote only if proposed by a shareholder or a duly authorized proxy and seconded by a shareholder or duly authorized proxy other than the individual who proposed the resolution or motion.
 
        (e)    Except as the chairman may permit, no matter shall be presented to the meeting which has not been submitted for consideration in accordance with the terms and provisions of Section 2.5.
 
        SECTION 2.10 Voting.
 
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of these bylaws, subject to the provisions of the Nevada General Corporation Law (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).
 
 
4

 
 
Except as may be otherwise provided in the articles of incorporation, each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder. At any meeting of shareholders (at which a quorum is present to organize the meeting), all matters, except as otherwise provided by statute, by the articles of incorporation or by these bylaws, shall be decided by the majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken.
 
        SECTION 2.11 Waiver of Notice.
 
Whenever notice is required to be given under any provision of the Nevada General Corporation Law or of the articles of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the articles of incorporation or these bylaws.
 
        SECTION 2.12 Record Date for Shareholder Notice; Voting.
 
In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.
 
If the board of directors does not so fix a record date:
 
(i)    The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
 
(ii)    The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
 
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
 
 
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        SECTION 2.13 Proxies.
 
Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by a written proxy, signed by such shareholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after six (6) months from its date, unless the proxy is coupled with an interest or the proxy provides for a longer period. A proxy shall be deemed signed if such shareholder's name is placed on the proxy by any reasonable means including, but not limited to, by facsimile signature, manual signature, typewriting, telegraphic transmission or otherwise, by such shareholder or such shareholder's attorney-in-fact.
 
        SECTION 2.14 List of Shareholders Entitled to Vote.
 
The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. Such list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and the number of shares held by each of them.
 
Article 3. Directors
 
        SECTION 3.1 Powers.
 
Subject to the provisions of the Nevada General Corporation Law and any limitations in the articles of incorporation or these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.
 
        SECTION 3.2 Number of Directors.
 
Except as otherwise provided in the articles of incorporation, the board of directors shall consist of between one and five persons, the number to be fixed from time to time by the Board of Directors. Until changed by the Board of Directors the number of directors is fixed at three. The number of directors may be changed by a resolution of the board of directors, or by a duly adopted amendment to the articles of incorporation. At each annual meeting of shareholders, the shareholders shall elect directors to serve a one-year term. A director shall hold office until the annual shareholder meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. If the number of directors is changed, any additional director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the directors, but in no case will a decrease in the number of directors shorten the term of any incumbent director.
 
 
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No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
 
        SECTION 3.3 Election and Qualification of Directors.
 
Directors need not be shareholders unless so required by the articles of incorporation or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Elections of directors need not be by written ballot.
 
        SECTION 3.4 Resignation and Vacancies.
 
Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors shall resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
 
Unless otherwise provided in the articles of incorporation or these bylaws:
 
(i)    Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
 
(ii)    Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
 
If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any shareholder or an executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the provisions of the articles of incorporation or these bylaws.
 
 
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        SECTION 3.5 Place of Meetings; Meetings by Telephone.
 
The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Nevada.
 
Unless otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of such board of directors, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
 
        SECTION 3.6 Regular Meetings.
 
Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
 
        SECTION 3.7 Special Meetings.
 
Special meetings of the board of directors may be called by the chairman, the chief executive officer, the president, or the secretary or by any two (2) or more directors then serving on at least one (1) day's notice to each director given by one of the means specified in Section 3.9 hereof other than by mail, or on at least three (3) days' notice if given by mail. Special meetings shall be called by the chairman, chief executive officer, president or secretary in like manner and on like notice on the written request of any two (2) or more of the directors then serving.
 
        SECTION 3.8 Quorum.
 
At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the article of incorporation, or these bylaws. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
 
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
 
 
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        SECTION 3.9 Notice Procedure.
 
Whenever, under provisions of any statutes, the article of incorporation or these bylaws, notice is required to be given to any director, such notice shall be deemed given effectively if given in person, by telephone or any other comprehensible means, by mail addressed to such director at such director's address as it appears in the records of the corporation, with postage paid thereon, or by telegram, telex, telecopy, email or other electronic communication or similar means addressed as aforesaid.
 
        SECTION 3.10 Waiver of Notice.
 
Whenever notice is reqired to be given under any provision of the Nevada General Corporation Law, the articles of incorporation, or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the articles of incorporation or these bylaws.
 
        SECTION 3.11 Board Action by Written Consent Without a Meeting.
 
Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.
 
        SECTION 3.12 Fees and Compensation of Directors.
 
Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.
 
        SECTION 3.13 Approval of Loans to Officers.
 
The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.
 
 
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        SECTION 3.14 Reduction of Directors.
 
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.
 
Article 4. Committees
 
        SECTION 4.1 Committees of Directors.
 
The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority (i) approving or adopting or recommending to the shareholders, any action or matter expressly required by the Nevada General Corporation Law to be submitted to shareholders for approval or (ii) adopting, amending, or repealing any bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the articles of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to the Nevada General Corporation Law.
 
        SECTION 4.2 Committee Minutes.
 
Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
 
        SECTION 4.3 Meetings and Action of Committees.
 
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings), Section 3.8 (quorum), Section 3.9 (notice procedure), Section 3.10 (waiver of notice) and Section 3.10 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
 
 
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Article 5. Officers
 
        SECTION 5.1 Officers.
 
The officers of the corporation shall consist of a president, a secretary, and a chief financial officer, who shall be elected by the Board of Directors, and may consist of additional officers including, one or more vice presidents (who may be designated as vice presidents, senior vice presidents or executive vice presidents), as appointed by the board of directors or the chief executive officer. The corporation may have such additional or assistant officers (sometimes referred to as "additional officers") as the board of directors or chief executive officer may deem necessary for its business and may appoint from time to time.
 
The board of directors shall also have the authority, but shall not be required, to designate officers as the chief executive officer, the chief operating officer, the treasurer or similar such titles. Any two or more offices may be held by the same person.
 
If a director/officer has not been designated as chairman, or if the designated chairman is not present, the board of directors shall elect a chairman from amongst its members to serve as chairman of the board of directors. The chairman shall preside at all meetings of the board of directors, and shall have such other powers as the board may determine.
 
        SECTION 5.2 Appointment of Officers.
 
The officers of the corporation shall be appointed annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur as soon as possible thereafter, or may be left vacant. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer's earlier death, resignation, or removal.
 
        SECTION 5.3 Chairman of the Board.
 
The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to the chairman of the board by the board of directors or as may be prescribed by these bylaws.
 
 
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        SECTION 5.4 Vice Chairman of the Board.
 
The vice chairman of the board, if any, shall have such powers and duties as may be delegated to him by the board of directors or the chairman. To the extent not otherwise provided herein, the vice chairman of the board shall perform the duties and exercise the powers of the chairman of the board in the event of the chairman's absence or disability. The corporation may have one or more vice chairman.
 
        SECTION 5.5 Chief Executive Officer.
 
The board of directors shall select a chief executive officer of the corporation who shall be subject to the control of the board of directors and have general supervision, direction and control of the business and the officers of the corporation. The chief executive officer shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors.
 
        SECTION 5.6 President.
 
The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors, the chief executive officer or these bylaws.
 
        SECTION 5.7 Vice Presidents.
 
Each vice president shall have such powers and duties as may be delegated to him by the board of directors, the chief executive officer or the president.
 
        SECTION 5.8 Secretary.
 
The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.
 
The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.
 
 
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        SECTION 5.9 Chief Financial Officer.
 
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.
 
The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the chief executive officer and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors, the chief executive officer or these bylaws.
 
The chief financial officer shall also be the treasurer of the corporation.
 
        SECTION 5.10 Assistant Secretary.
 
The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the shareholders or board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the board of directors, the chief executive officer or these bylaws.
 
        SECTION 5.11 Assistant Treasurer.
 
The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the board of directors or the chief executive officer (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the board of directors, the chief executive officer or these bylaws.
 
 
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        SECTION 5.12 Representation of Shares of Other Corporations.
 
The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
 
Article 6. Indemnity
 
        SECTION 6.1 Third Party Actions.
 
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
 
        SECTION 6.2 Actions by or in the Right of the Corporation.
 
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) and amounts paid in settlement (if such settlement is approved in advance by the corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding any other provision of this Article VI, no person shall be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.
 
 
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        SECTION 6.3 Successful Defense.
 
To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
 
        SECTION 6.4 Determination of Conduct.
 
Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such determination shall be made (1) by the board of directors or the executive committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (2) or if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders. Notwithstanding the foregoing, a director, officer, employee or agent of the corporation shall be entitled to contest any determination that the director, officer, employee or agent has not met the applicable standard of conduct set forth in Sections 6.1 and 6.2 by petitioning a court of competent jurisdiction.
 
        SECTION 6.5 Payment of Expenses in Advance.
 
Expenses incurred in defending a civil or criminal action, suit or proceeding, by an individual who may be entitled to indemnification pursuant to Section 6.1 or 6.2, shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article VI.
 
 
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        SECTION 6.6 Indemnity Not Exclusive.
 
The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
 
        SECTION 6.7 Insurance Indemnification.
 
The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.
 
        SECTION 6.8 The Corporation.
 
For purposes of this Article VI, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under and subject to the provisions of this Article VI (including, without limitation the provisions of Section 6.4) with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
 
        SECTION 6.9 Employee Benefit Plans.
 
For purposes of this Article VI, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VI.
 
 
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        SECTION 6.10 Continuation of Indemnification and Advancement of Expenses.
 
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
 
Article 7. Records And Reports
 
        SECTION 7.1 Maintenance and Inspection of Records.
 
The corporation shall, either at its principal executive officer or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.
 
Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its shareholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in Nevada or at its principal place of business.
 
The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.
 
 
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        SECTION 7.2 Inspection by Directors.
 
Any director shall have the right to examine the corporation's stock ledger, a list of its shareholders, and its other books and records for a purpose reasonably related to his position as a director. The Superior Court of the county of the corporation's registered office is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.
 
        SECTION 7.3 Annual Statement to Shareholders.
 
The board of directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation.
 
Article 8. General Matters
 
        SECTION 8.1 Execution of Corporate Contracts and Instruments.
 
The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
 
        SECTION 8.2 Stock Certificates; Partly Paid Shares.
 
The shares of the corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
 
 
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The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
 
        SECTION 8.3 Special Designation on Certificates.
 
If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each shareholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
 
        SECTION 8.4 Lost Certificates.
 
Except as provided in this Section 8.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
 
        SECTION 8.5 Construction; Definitions.
 
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.
 
 
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        SECTION 8.6 Dividends.
 
The directors of the corporation, subject to any restrictions contained in (i) the Nevada General Corporation Law or (ii) the articles of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock.
 
The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.
 
        SECTION 8.7 Fiscal Year.
 
The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.
 
        SECTION 8.8 Seal.
 
The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
 
        SECTION 8.9 Transfer of Stock.
 
Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.
 
        SECTION 8.10 Stock Transfer Agreements.
 
The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such shareholders in any manner not prohibited by the Nevada General Corporation Law.
 
 
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        SECTION 8.11 Registered Shareholders.
 
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
 
Article 9. Amendments
 
The bylaws of the corporation may be adopted, amended or repealed by the shareholders entitled to vote; provided, however, that the corporation may, in its articles of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the shareholders of the power, nor limit their power to adopt, amend or repeal bylaws.
 
 
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Exhibit 10.1
 
 
 
   
 
April 01, 2011

Mr. Kishore Mamillapalli
9405 Cacti Ct.
Panorama City, CA 91402

RE:  Employment Offer

Dear Mr. Mamillapalli:

eCampusCash Inc. (the “Company”) is pleased to offer you the position of President, Chief Executive Officer, Secretary and Treasurer.

The starting salary offered for this position is $140,000 annually. You will also be granted options for a total of 10,000,000 shares of common stock, $0.001 par value per share, of the Company at $0.001 per Share shares of Non Statutory Stock Options at an exercise price to be determined by the Board of Directors of the Company.

You will also be entitled to participate in the 2011 Equity Incentive Plan (the “Plan”) the Company, which is designed to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company.  There are 3,000,000 shares of common stock, $0.0001 par value per share authorized under the Plan.

Your start date with eCampusCash Inc. will be April 05, 2011.

Please note that your employment with the Company is for no specified period.  On your first day of employment, you will be provided with additional information about the objectives and policies, benefit programs and general employment conditions. To fulfill federal identification requirements, you should bring documentation to support your identity and eligibility to work in the United States.

We are pleased to have you join the eCampusCash Inc. team as a member of what we feel is an organization that offers each employee an opportunity for personal and professional development.  We look forward to working with you in the future, and hope you will find your employment at eCampusCash Inc. a rewarding experience.

Very truly yours,
eCampusCash Inc.

ACCEPTED AND AGREED:
 
 
By:
/s/ Kishore Mamillapalli       Date: April 1, 2011
  Kishore Mamillapalli, Chairman of the Board  
 
eCampusCash Inc,
4445 Overland Ave
Culver City, CA 90230
www.ecampuscash.com
Phone : 800-385-3602
Fax : 800-385-3604
 
 
1

 
 
 
 
   
 
CANDIDATE
 
 
By:
/s/ Kishore Mamillapalli       Date: April 1, 2011
  Kishore Mamillapalli, Chairman of the Board  
 
 
 

 
 
 
 
 
 
eCampusCash Inc,
4445 Overland Ave
Culver City, CA 90230
www.ecampuscash.com
Phone : 800-385-3602
Fax : 800-385-3604
 
 
 
2

Exhibit 10.2
 
 
 
   
 
April 01, 2011

Mr. Douglas K. Haustein
60 S Union Ave
Cranford, NJ 07016

RE:  Employment Offer

Dear Mr. Haustein:

eCampusCash Inc. (the “Company”) is pleased to offer you the position of Vice President.

The starting salary offered for this position is $90,000 annually. You will also be granted options for a total of 3,000,000 shares of common stock, $0.001 par value per share, of the Company at $0.001 per Share shares of Non Statutory Stock Options at an exercise price to be determined by the Board of Directors of the Company.

You will also be entitled to participate in the 2011 Equity Incentive Plan (the “Plan”) the Company, which is designed to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company.  There are 3,000,000 shares of common stock, $0.0001 par value per share authorized under the Plan.

Your start date with eCampusCash Inc. will be April 05, 2011.

Please note that your employment with the Company is for no specified period.  On your first day of employment, you will be provided with additional information about the objectives and policies, benefit programs and general employment conditions. To fulfill federal identification requirements, you should bring documentation to support your identity and eligibility to work in the United States.

We are pleased to have you join the eCampusCash Inc. team as a member of what we feel is an organization that offers each employee an opportunity for personal and professional development.  We look forward to working with you in the future, and hope you will find your employment at eCampusCash Inc. a rewarding experience.

Very truly yours,
eCampusCash Inc.


ACCEPTED AND AGREED:
 
 
By:
/s/ Kishore Mamillapalli       Date: April 1, 2011
  Kishore Mamillapalli, Chairman of the Board  
 
 
eCampusCash Inc,
4445 Overland Ave
Culver City, CA 90230
www.ecampuscash.com
Phone : 800-385-3602
Fax : 800-385-3604

 
1

 
 
 
 
   
 
CANDIDATE
 
 
By:
/s/ Kishore Mamillapalli       Date: April 1, 2011
  Kishore Mamillapalli, Chairman of the Board  
 
 
 
 
 
 
 
 
 
 
 

 
eCampusCash Inc,
4445 Overland Ave
Culver City, CA 90230
www.ecampuscash.com
Phone : 800-385-3602
Fax : 800-385-3604
 
 
2
 

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 
We consent to the use, in the registration statement on Form S-1 of our report dated July 27, 2011 on our audit of the Consolidated Financial Statements of E Campus Cash Inc.  as of March 31, 2011 and the results of their Operations and Cash Flows for the period August 9, 2010 through March 31, 2011 and the reference to us under the caption "Experts."

 
/s/ Kabani & Company
 
 
     
Certified Public Accountants    
     
Los Angeles, California
 
July 27,  2011