10-Q 1 g7208.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2013 Commission file number 333-179505 PINGIFY INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9 (Address of principal executive offices, including zip code) (780) 628-6867 (Telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 50,100,000 shares as of December 13, 2013 ITEM 1. FINANCIAL STATEMENTS Pingify International, Inc. (A Development Stage Company) BALANCE SHEETS (Unaudited)

The accompanying notes are an integral part of these financial statements. 2 Pingify International, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)

The accompanying notes are an integral part of these financial statements. 3 Pingify International, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)

The accompanying notes are an integral part of these financial statements. 4 Pingify International, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. ORGANIZATION AND BASIS OF PRESENTATION Pingify International, Inc. (the "Company") was incorporated under the laws of the state of Nevada on January 24, 2012. The Company is a software technology start-up focused on the development of computer software solutions. These financial statements and footnotes are prepared as per the generally accepted accounting principles in the United States of America. The financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. 2. GOING CONCERN During the period from inception (January 24, 2012) to October 31, 2013, the Company incurred an accumulated deficit of $202,376 and used net cash in the amount of $193,942 for operating activities. For the quarter ended October 31, 2013, the Company incurred a net loss of $26,960. The Company is in the development stage of operations, has not generated any revenues since inception and anticipates that it will continue to generate losses in the near future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability. Management's plan, in this regard, is to raise capital through a combination of equity and debt financing. Management believes this amount will be sufficient to finance the continuing development for the next twelve months. However, there is no assurance that the Company will be successful in raising such financing. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. DEVELOPMENT STAGE COMPANY The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan and obtaining additional debt and/or equity related financing. 5 USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. FISCAL PERIODS The Company's fiscal year end is January 31. FOREIGN CURRENCY TRANSLATION The Company's functional currency and its reporting currency is the United States Dollar. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less. RESTRICTED CASH The Company received $46,000 as restricted cash in escrow for subscriptions of shares from the Company's initial public offering as of October 31, 2012, subject to restrictions pending placement of the entire offering. As of January 31, 2013, the shares were fully subscribed, therefore the cash in the escrow account was released from restriction for funding of operations. As of October 31, 2013, there is no longer any restricted cash in escrow. REVENUE RECOGNITION POLICY The Company will recognize revenue once all of the following criteria for revenue recognition have been met: persuasive evidence that an agreement exists; the product or services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured. The Company did not realize any revenues from Inception (January 24, 2012) through October 31, 2013. SOFTWARE DEVELOPMENT COSTS The Company applies the principles of ASC 985, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed ("ASC 985"). ASC 985 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the "tested working model" approach to establishing technological feasibility for its products. Under this approach, a product in development is not considered to have passed the technological feasibility milestone until the Company has produced a model of the product that contains essentially all the functionality and features of the final product and have tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of a product; thus all software development costs have been expensed as incurred. INCOME TAXES The Company accounts for its income taxes in accordance with FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 6 years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Because of the losses incurred since inception, the Company has not had any material federal or state income tax obligations. DIVIDENDS The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in our business. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The computation of basic and diluted loss per share for the periods presented is equivalent since the Company had continuing losses. The Company had no common stock equivalents as of October 31, 2013. RISKS AND UNCERTAINTIES The Company's operations and future are dependent in a large part on its ability to develop its business model in a competitive market. The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company's inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: * Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. * Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. * Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. 7 The carrying value of the Company's financial instruments, including cash, due to shareholders and accounts and other payables approximate their fair values due to the immediate or short-term maturity of these instruments. It is management's opinion that the Company is not exposed to significant interest, price or credit risks arising from these financial instruments. NEW ACCOUNTING PRONOUNCEMENTS There are no recent accounting pronouncements that are expected to have an effect on the Company's audited financial statements. 4. STOCKHOLDERS' EQUITY (DEFICIT) The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. There were 50,100,000 shares of common stock issued and outstanding as of October 31, 2013 and January 31, 2013. In January 2012, the Company issued 25,100,000 shares of its $0.001 par value common stock to its founder at $0.001 per share for total cash proceeds of $25,100. The Company is using the proceeds from the sale of its common stock to cover the expenses of the initial public offering and for general working capital purposes. The Company sold 25,000,000 shares of its $0.001 par value common stock for $.005 per share during the period from July 2012 to January 2013, respectively. The proceeds were held in an escrow account until the Company sold all 25,000,000 shares. The offering was completed on January 3, 2013 and the 25,000,000 shares were issued at that time. 5. PREPAID EXPENSES In July 2013, the Company paid $12,500 to a third party related to investor relations advisory services. The Company classified the payment as an advance as the services were performed subsequent to July 31, 2013. The services were completed during the quarter ended October 31, 2013. 6. RELATED PARTY TRANSACTIONS On April 12, 2012, the officers and directors of the Company orally agreed to lend funds to the Company in the event funds are required for the operations of the Company over the next 12 months. From time to time, the majority shareholder, who is also President of the Company, advanced funds to the Company. As of October 31, 2013 and January 31, 2013, the Company owed this individual $44,142. The shareholder loan is unsecured, non-interest bearing, and has no specific terms for repayment. For the period from inception (January 24, 2012) to October 31, 2013, the Company paid $13,000 to the President for management fees. Additionally during this period, the Company paid $14,900 to an entity with 100% of the voting stock owned by the President for development services. 7. SUBSEQUENT EVENTS As of October 31, 2013, the Company has not entered into a definitive agreement to acquire 80 Elements Entertainment Inc. ("80 Elements") and the original letter of intent has expired. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements made in connection with this Form 10-Q that are attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. RESULTS OF OPERATIONS We are still in our development stage and have generated no revenues to date. We incurred operating expenses of $202,376 for the period from inception (January 24, 2012) through October 31, 2013. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission. Our net loss for the three months ended October 31, 2013 was $26,960 with no revenues. Our net loss for the three months ended October 31, 2012 was $26,445 with no revenues. Our net loss for the nine months ended October 31, 2013 was $93,770 with no revenues. Our net loss for the nine months ended October 31, 2012 was $77,782 with no revenues. Our net loss from inception (January 24, 2012) through October 31, 2013 was $202,376. As of October 31, 2013, there is a total of $44,142 in a note payable that is owed by the Company to an officer and director. The note is interest free and payable on demand. Cash provided by financing activities from inception through the period ended October 31, 2013 was $194,242. This amount is comprised of $25,100 resulting from the sale of 25,100,000 shares of common stock to Mr. Gray, an officer and director, for cash at $0.001 per share, the $44,142 note payable that is owed by the Company to an officer and director, and $125,000 in common stock for 25,000,000 shares of common stock sold at $0.005 per share. 9 LIQUIDITY AND CAPITAL RESOURCES We had $300 in cash at October 31, 2013. Our director has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario until we have adequate revenue, but he has no legal obligation to do so. We are a development stage company and have generated no revenue since inception to October 31, 2013. PLAN OF OPERATION Now that we have completed our offering, our specific business plan for the next twelve months is as follows: Software application updates and changes to accommodate Beyond.com Pingify - Beta 1 (Completed) * This version will include application tie-in to the main server database * Implement multi-city search, allowing requests to search in multiple cities simultaneously * Improving the look and feel of the application Pingify - Beyond.com Integration (Completed) * Full integration of Beyond.com job searches from the Pingify mobile app to servers that do the data processing Pingify - Beta 2 (Completed) * Improve user experience based upon feedback Pingify iTunes Connect Support Site (Completed) * Redesign of app support page * Improve customer support and communications/updates to the customer Pingify Version 2 App Submission (Completed) * Submit improved and finalized version to iTunes * Ideal release will have Multi-city search, Beyond.com integration, Facebook and Twitter integration Pingify - eBay Integration (Complete) * Integration is now complete. We have been accepted into the eBay Partnership Program. This gives Pingify International access to over 233 million users. As part of this program, Pingify receives $.06 - $.21 per click. 10 Pingify - eBay Classified Site Integration (2 months to complete) * This integration will provide Pingify users access to classified/for-sale items. This integration will help increase our user base which we can direct regular eBay and other integrated sites. Pingify - Half.com Integration (3-4 months to complete) * As an additional offering by eBay, Pingify will have access to the Half.com API that gives us access to millions of items for sale. Users will be directed to the Half.com site if a Ping matches their request. If a sale occurs then we receive 6%-14% of the sale price. Pingify - Magento Integration (6 month to complete) * Pingify will offer integration services and a product widget that would provide individual vendors the ability to promote their products to our users. Pingify - Auto Trader Integration (6-8 months to complete) * There are over 5000 dealerships that use the AutoTrader site to sell cars and other related items. We have been in a conversation with AutoTrade about integrating our technology into their site. The dealerships would be about to match their inventory of cars to the requests of our users. Our low-cost lead generation system will make it easier and more cost-effective to reach new customers as well as extremely transparent. Pingify - X.commerce Integration (3 months to complete) * Since Pingify is an eBay Partner and Developer, we have access to the x.com API that allows us to create the necessary technology for vendors to access our users. Similar to the eBay program we receive payment for user clicks. We are also working on a closer relationship with x.com by assisting in driving vendors into their offering. Each new vendor provides additional revenue to both eBay and Pingify. Pingify - 80 Elements Entertainment Acquisition (1-2 months) * Though the LOI has expired Pingify is still in acquisition discussions with 80 Elements, a Vancouver based web and mobile development company with five years of progress and achievements. 80 Elements has established clients and contacts in the UK, LA and New York, delivering break through media delivery and data portability. Current projects include music applications through the cutting edge Drupal platform (an area of expertise) and mobile products to companies such as Warner Brothers and Dell. BEGIN MARKETING AND SALES EFFORTS TWO STAGE STRATEGY With the release of the PINGIFY application, Pingify will build a database of consumer product demands. Once the database is built, we expect to be able to integrate with web sites and marketing companies to provide them the network to access these consumers directly with focused marketing campaigns. 11 STAGE 1 - DEVELOPING AN ONLINE USER BASE As of March 8, 2012 the PINGIFY application became available in the iTunes store in both Canada and the US. This version focuses solely on Craigslist, the world's largest free bulletin board website. Our plan is to: * Support the application with an online marketing campaign through articles, blogs and social marketing as well as a launch of a Facebook embedded application and "free" version of the iPhone application * Add additional Agents, (e.g. Beyond.com, Auto Trader, Kijiji, eBay) to PINGIFY * Improve the functionality of the application based on user replies and responses * Optimize the back-end servers. STAGE 2 - DIRECT INTEGRATION WITH VENDORS ONGOING SERVICE FEES Once implemented, there will be 3 specific ongoing revenue streams associated with the BRANDED PINGS PRODUCT: * Pings (or Impressions) * Clicks (actual reads of the data) * Purchases PINGS A Ping is considered a delivered advertisement to the end user and will be treated similar to an impression as charged by various online marketing services (ie AdSense, AdMob, etc). A Ping will be a highly targeted impression that has been specifically requested by the user. For the initial stages of this project, we intend to keep impression costs close to industry standards which are $.008 per impression cost. CLICKS Clicks are considered valid when the user is sent back to the client's network and where the Ping is read, but not acted on. The marketplace values the cost per click at $0.065, based upon $0.10 per click from eBay and $.05 from Beyond.com. PURCHASES The ultimate goal is to get the user to purchase an item. If the user purchases an item due the click-through on the Pingify system, then Pingify would charge the Vendor a fee of approximately 1% of the purchase value. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 12 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK This item is not applicable as we are currently considered a smaller reporting company. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2013. Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended October 31, 2013, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 13 ITEM 3. DEFAULTS ON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-179505, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 101 Interactive data files pursuant to Rule 405 of Regulation S-T 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Pingify International Inc. Registrant Date December 16, 2013 By: /s/ Jason Gray ---------------------------------------- Jason Gray, President, Secretary, Chief Executive Officer and Director By: /s/ Vlad Milutin ---------------------------------------- Vlad Milutin, Treasurer, Chief Financial Officer and Principal Accounting Officer and Director 15

PINGIFY INTERNATIONAL INC. 10-Q