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 April 30, 2013, the
Company incurred an accumulated deficit of $151,224 and used net cash in the
amount of $150,711 for operating activities. For the quarter ended April 30,
2013 the Company incurred a net loss of $42,618. 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.
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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 April 30,
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 April 30, 2013.
SOFTWARE DEVELOPMENT COSTS
The Company applies the principles of ASC 985, Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed ("ASC 985"). ASC 985
requires that software development costs incurred in conjunction with product
development be charged to research and development expense until technological
feasibility is established. Thereafter, until the product is released for sale,
software development costs must be capitalized and reported at the lower of
unamortized cost or net realizable value of the related product. The Company has
adopted the "tested working model" approach to establishing technological
feasibility for its products. Under this approach, a product in development is
not considered to have passed the technological feasibility milestone until the
Company has produced a model of the product that contains essentially all the
functionality and features of the final product and have tested the model to
ensure that it works as expected. To date, the Company has not incurred
significant costs between the establishment of technological feasibility and the
release of a product; thus all software development costs have been expensed as
incurred.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB ASC 740, which
requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
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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 April 30, 2013.
RISKS AND UNCERTAINTIES
The Company's operations and future are dependent in a large part on its ability
to develop its business model in a competitive market. The Company intends to
operate in an industry that is subject to intense competition and change in
consumer demand. The Company's operations are subject to significant risk and
uncertainties including financial and operational risks and the potential risk
of business failure. The Company's inability to meet its business plan and
target customer demand may have a material adverse effect on its financial
condition, results of operations and cash flows.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures assets and liabilities at fair value based on an expected
exit price as defined by the authoritative guidance on fair value measurements,
which represents the amount that would be received on the sale of an asset or
paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions
that market participants would use in pricing an asset or liability. The
authoritative guidance on fair value measurements establishes a consistent
framework for measuring fair value on either a recurring or nonrecurring basis
whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
* Level 1: Observable inputs that reflect quoted prices (unadjusted) for
identical assets or liabilities in active markets.
* Level 2: Inputs reflect: quoted prices for identical assets or
liabilities in markets that are not active; quoted prices for similar
assets or liabilities in active markets; inputs other than quoted
prices that are observable for the assets or liabilities; or inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
* Level 3: Unobservable inputs reflecting the Company's assumptions
incorporated in valuation techniques used to determine fair value.
These assumptions are required to be consistent with market
participant assumptions that are reasonably available.
The carrying value of the Company's financial instruments, including cash, due
to shareholders and accounts and other payables approximate their fair values
due to the immediate or short-term maturity of these instruments. It is
management's opinion that the Company is not exposed to significant interest,
price or credit risks arising from these financial instruments.
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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 April 30, 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 January 2013, the Company paid $5,000 to a third party related to Depository
Trust and Clearing Corporation ("DTC") advisory services. This payment was
classified as a prepaid expense as of January 31, 2013. As the services were
performed in the quarter ended April 30, 2013, the Company reclassified the
payment as an expense in that period.
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 April 30, 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 April 30, 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.
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